Obbligazione Arkea Crédit Mutuel 0% ( FR0010203034 ) in EUR

Emittente Arkea Crédit Mutuel
Prezzo di mercato 100 EUR  ⇌ 
Paese  Francia
Codice isin  FR0010203034 ( in EUR )
Tasso d'interesse 0%
Scadenza 16/06/2020 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Crédit Mutuel Arkéa FR0010203034 in EUR 0%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Crédit Mutuel Arkéa è un gruppo bancario francese cooperativo, terzo attore del settore in Francia, attivo nel credito, nell'assicurazione e nella gestione patrimoniale.

Un'analisi recente del mercato obbligazionario evidenzia la scadenza e il conseguente rimborso dell'obbligazione con codice ISIN FR0010203034. Questo strumento finanziario è stato emesso da Crédit Mutuel Arkéa, un attore significativo nel panorama bancario francese; Crédit Mutuel Arkéa è un gruppo bancario cooperativo e mutualistico, parte della più ampia federazione Crédit Mutuel, che offre una vasta gamma di servizi finanziari a clienti privati, professionisti e imprese, distinguendosi per il suo modello di governance decentralizzato e la sua forte radicazione territoriale. L'obbligazione, di tipo standard, era denominata in Euro (EUR) ed è stata emessa in Francia; al momento del rimborso, il suo prezzo di mercato era pari al 100% del valore nominale. Caratteristica peculiare di questo titolo era il suo tasso d'interesse nullo (0%), il che la qualificava come un'obbligazione zero-coupon o un titolo che non prevedeva il pagamento di cedole, e la data di scadenza fissata per il 16 giugno 2020 è stata puntualmente rispettata; la frequenza di pagamento, benché indicata come 4, non implicava il versamento di cedole periodiche data l'assenza di un tasso di interesse positivo. Conformemente alle sue condizioni, l'obbligazione è quindi giunta a scadenza ed è stata integralmente rimborsata ai suoi detentori, completando il suo ciclo di vita finanziario.







Offering Circular dated 23 June 2004



Compagnie Financière
du Crédit Mutuel
4,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

Under the Euro Medium Term Note Programme described in this Offering Circular (the "Programme"), Compagnie
Financière du Crédit Mutuel (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may
from time to time issue notes (the "Notes").

The aggregate nominal amount of Notes outstanding will not at any time exceed 4,000,000,000 (or its equivalent in other
currencies) at the date of issue.

The Programme has been registered with the Luxembourg Stock Exchange. Application will be made in certain
circumstances to list Notes issued under the Programme on the Luxembourg Stock Exchange. Notes may also be listed on an
alternative stock exchange or may be unlisted. The relevant Pricing Supplement (a form of which is contained herein) 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). This Offering Circular shall, for the purposes of Notes listed on the Luxembourg Stock Exchange, be updated
annually as from the date hereof.

This Offering Circular replaces and supersedes the Offering Circular dated 27 June 2003.

Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes")
as more fully described herein.

Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-4 of the French Code
monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Notes.

Dematerialised Notes which are dealt in on a regulated market 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 which shall credit the accounts of the Account
Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination") including
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and the depositary bank for Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), or (ii) in registered form (au nominatif) and, in such latter case,
at the option of the relevant Noteholder (as defined in "Terms and Conditions of the Notes - 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 Pricing Supplement) 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 Noteholder. Dematerialised Notes which are not dealt in on a regulated market will be in
registered dematerialised form (au nominatif) only and, at the option of the relevant Noteholder, in either fully registered
form or administered form inscribed as aforesaid.

Materialised Notes 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 Notes. Such Temporary Global Certificate will subsequently be exchanged for definitive Materialised
Notes with, where applicable, coupons for interest attached (the "Definitive Materialised Notes"), on or after a date
expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary
Global Certificate in respect of Materialised Notes") upon certification as to non-US beneficial ownership as more fully
described herein. Temporary Global Certificates will (a) in the case of a Tranche 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 (as defined below).

Unsubordinated Notes (as defined in "Terms and Conditions of the Notes - Status") issued under the Programme have been
rated A+/A-1 by Standard & Poor's Ratings Services. Dated Subordinated Notes (as defined in "Terms and Conditions of the
Notes - Status") issued under the Programme have been rated A by Standard & Poor's Ratings Services. Undated
Subordinated Notes (as defined in "Terms and Conditions of the Notes - Status") issued under the Programme have been
rated A- by Standard & Poor's Ratings Services. 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.

ARRANGER
HSBC CCF
DEALERS
ABN AMRO
BNP PARIBAS
CAISSE INTERFEDERALE DE CREDIT MUTUEL
DEUTSCHE BANK
DZ BANK AG
HSBC CCF
MERRILL LYNCH INTERNATIONAL






2

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular
contains or otherwise incorporates by reference all information with respect to the
Issuer, the Issuer and its consolidated subsidiaries taken as a whole (the "Group") and
the Notes that is material in the context of the issue and offering of the Notes, that the
statements contained or otherwise incorporated by reference in it relating to the Issuer,
the Group and the Notes are in every material particular true and accurate and not
misleading, that 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 or information contained in it misleading in any material respect and that
all reasonable enquiries have been made by itself to ascertain such facts and to verify the
accuracy of all such information and statements. The Issuer accepts responsibility
accordingly.

No person is authorised to give any information or to make any representation other
than those contained in this Offering Circular 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 the Issuer, the Arranger or any of the Dealers (as defined
in "Summary of the Programme"). Neither the delivery of this Offering Circular 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 or the Group since
the date hereof or the date upon which this Offering Circular 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
Offering Circular 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 Offering Circular and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering
Circular comes are required by the Issuer, the Dealers and the Arranger to inform
themselves about and to observe any such restriction.

The Notes 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 the Notes may
include Materialised Notes in bearer form 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
Materialised Notes in bearer form, delivered within the United States or, in the case of
certain Materialised Notes 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. The Notes are being
offered and sold outside the United States of America to non-U.S. persons in reliance on
Regulation S under the Securities Act ("Regulation S").

For a description of these and certain further restrictions on offers, sales and transfers
of Notes and on distribution of this Offering Circular, see "Subscription and Sale".

This Offering Circular 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 Notes.





3


The Arranger and the Dealers have not separately verified the information contained in
this Offering Circular. Neither the Arranger nor any of the Dealers makes any
representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Offering Circular. Neither
this Offering Circular 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 Issuer, the Arranger or the Dealers that any recipient of
this Offering Circular 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 Offering Circular and its purchase of Notes should be based upon such
investigation as it deems necessary. Neither the Arranger nor any of the Dealers
undertakes to review the financial or general condition of the Issuer during the life of
the arrangements contemplated by this Offering Circular 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.

In connection with any Tranche (as defined in "Summary of the Programme"), one of
the Dealers may act as a stabilising agent (the "Stabilising Agent"). The identity of the
Stabilising Agent will be disclosed in the relevant Pricing Supplement.

In connection with each Tranche in relation to which a Stabilising Agent is appointed,
the Stabilising Agent or any person acting for him may over-allot or effect transactions
with a view to supporting the market price of the Notes at a level higher than that might
otherwise prevail for a limited period. However, there may be no obligation on the
Stabilising Agent or any agent of his to do this. Such stabilising, if commenced, may be
discontinued at any time and must be brought to an end after a limited period. Any such
transactions will be carried out in accordance with applicable laws and regulations.

In this Offering Circular, 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 adopt the single currency in accordance with the
Treaty establishing the European Community (signed in Rome on 25 March 1957), as
amended by the Treaty on European Union (signed in Maastricht on 7 February 1992)
and as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 October 1997),
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 the Helvetic Confederation.





4

DOCUMENTS INCORPORATED BY REFERENCE

This Offering Circular should be read and construed in conjunction with any amendments or
supplements to this Offering Circular, each relevant Pricing Supplement, the most recently
published audited consolidated and non-consolidated annual accounts and any interim
consolidated and non-consolidated accounts (whether audited or subject to a limited review)
of the Issuer published subsequently to such annual accounts of the Issuer from time to time,
each of which shall be deemed to be incorporated in, and to form part of, this Offering
Circular and which shall be deemed to modify or supersede the contents of this Offering
Circular to the extent that a statement contained in any such document is inconsistent with
such contents. All documents incorporated by reference in this Offering Circular may be
obtained, free of charge, at the offices of each Paying Agent set out at the end of this Offering
Circular during normal business hours so long as any of the Notes are outstanding.



SUPPLEMENTAL OFFERING CIRCULAR

The Issuer has given an undertaking to the Dealers and to the Luxembourg Stock Exchange
that if at any time during the duration of the Programme there is a significant change affecting
any matter contained in this Offering Circular (including the "Terms and Conditions of the
Notes") whose inclusion would reasonably be required by investors and their professional
advisers, and would reasonably be expected by them to be found in this Offering Circular, for
the purpose of making an informed assessment of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer and the Group and the rights attaching to the
Notes, the Issuer shall prepare an amendment or supplement to this Offering Circular or
publish a replacement Offering Circular for use in connection with any subsequent offering of
the Notes, submit such amendment or supplement to the Luxembourg Stock Exchange for
approval and supply each Dealer and the Luxembourg Stock Exchange with such number of
copies of such amendment or supplement as may reasonably be requested. All documents
prepared in connection with the registration of the Programme will be available at the
specified office of the Paying Agent in Luxembourg.





5


TABLE OF CONTENTS


Page
Summary of the Programme ............................................................................................
6
Terms and Conditions of the Notes ..................................................................................
15
Use of proceeds ............................................................................................................... 48
Temporary Global Certificates in respect of Materialised Notes.......................................
49
Description of the Group .................................................................................................
51
Report of the Statutory Auditors on the consolidated financial statements of the Issuer for

the year ended 31 December 2003 ...................................................................................
87
Consolidated financial statements of the Issuer for the year ended 31 December 2003..... 88
Report of the Statutory Auditors on the non-consolidated financial statements of the

Issuer for the year ended 31 December 2003....................................................................
110
Non-consolidated financial statements of the Issuer for the year ended 31 December 2003

........................................................................................................................................
111
Capitalisation table of the Issuer as of 31 December 2003 ............................................... 129
Form of Pricing Supplement ............................................................................................
130
Subscription and Sale ......................................................................................................
144
General Information ........................................................................................................
148






6

SUMMARY OF THE PROGRAMME

The following summary is qualified in its entirety by the remainder of this Offering Circular.
The Notes will be issued on such terms as shall be agreed between the Issuer and the Relevant
Dealer(s) and, unless specified to the contrary in the relevant Pricing Supplement, will be
subject to the Terms and Conditions set out on pages 15 to 47.

Issuer:
Compagnie Financière du Crédit Mutuel.

Description:
Euro Medium Term Note Programme
(the "Programme").

Arranger:
CCF.

Dealers:
ABN AMRO Bank N.V., BNP PARIBAS, Caisse Interfédérale de
Crédit Mutuel, CCF, Deutsche Bank AG London, DZ BANK AG
Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main and
Merrill Lynch International.

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 Offering Circular 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.

At the date of this Offering Circular, 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 Notes denominated in Euro and (b) as lead
manager of issues of Notes denominated in Euro issued on a
syndicated basis.

Programme Limit:
Up to 4,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at
any one time.

Fiscal Agent and

Principal Paying Agent:
Kredietbank S.A. Luxembourgeoise

Paying Agents:
CCF as Paris Paying Agent
Kredietbank S.A. Luxembourgeoise as Luxembourg Paying
Agent

Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis.






7

The Notes will be issued in series (each a "Series") having one or
more issue dates and on terms otherwise identical (or identical
save as to the first payment of interest), the Notes of each Series
being intended to be interchangeable (fongibles) with all other
Notes of that Series. Each Series may be issued in tranches (each
a "Tranche") on the same or different issue dates. The specific
terms of each Tranche (which will be supplemented, where
necessary, with supplemental terms and conditions and which,
save in respect of the issue date, issue price, first payment of
interest and nominal amount of the Tranche, will be identical
(assimilables) to the terms of other Tranches of the same Series)
will be set out in a pricing supplement to this Offering Circular (a
"Pricing Supplement").

Maturities:
Subject to compliance with all relevant laws, regulations and
directives, the Notes will have a minimum maturity of one month
from the date of original issue as specified in the relevant Pricing
Supplement, except (i) in the case of Subordinated Notes which
proceeds constitute fonds propres complémentaires within the
meaning of Article 4(c) of the Comité de la Réglementation
Bancaire et Financière ("CRBF") Regulation no.
90-02 of
23 February 1990 as amended which will have no maturity, (ii) in
the case of Subordinated Notes which proceeds constitute fonds
propres complémentaires within the meaning of Article 4(d) of
the CRBF Regulation no. 90-02 of 23 February 1990 as amended
which minimum maturity will be of five years, (iii) in the case of
Subordinated Notes which proceeds constitute fonds propres
surcomplémentaires within the meaning of Article 3.3 of the
CRBF Regulation no. 95-02 of 21 July 1995 as amended which
minimum maturity will be of two years, or (iv) in any case such
other minimum maturity as may be required by the applicable
legal and/or regulatory requirements.

Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in Euro, U.S. dollars, Japanese
yen, Swiss francs and in any other currency agreed between the
Issuer and the relevant Dealer(s).

Euro

The Arranger, each Dealer and the Issuer will, in relation to any
issue of Notes denominated in Euro, comply with the Guidelines
provided by the letter dated 1 October 1998 from the French
Minister of Economy, Finance and Industry to the Président of
the Association française des établissements de crédit et des
entreprises d'investissement (the "Euro Guidelines").





8


Swiss
francs

Issues of Notes denominated in Swiss francs or carrying a Swiss
franc related element with a maturity of more than one year (other
than Notes privately placed with a single investor with no
publicity) will be effected in compliance with the relevant
regulations of the Swiss National Bank based on Article 7 of the
Federal Law on Banks and Savings Banks of 8 November 1934
(as amended) and Article 15 of the Federal Law on Stock
Exchanges and Securities Trading of 24 March 1995 in
connection with Article 2, paragraph 2 of the Ordinance of the
Federal Banking Corporation on Stock Exchanges and Securities
Trading of 2 December 1996. Under such regulations, the relevant
Dealer or, in the case of a syndicated issue, the lead manager (the
"Swiss Dealer"), must be a bank domiciled in Switzerland (which
includes branches or subsidiaries of a foreign bank located in
Switzerland) or a securities dealer duly licensed by the Swiss
Federal Banking Commission as per the Federal Law on Stock
Exchanges and Securities Trading of 24 March 1995. The Swiss
Dealer must report certain details of the relevant transaction to the
Swiss National Bank no later than the relevant issue date for such
a transaction.

Denomination(s):
Subject to any applicable laws and regulations in force at the
time, Notes will be in such denomination(s) as may be specified
in the relevant Pricing Supplement, save that unless otherwise
permitted by then current laws and regulations, Notes (including
Notes denominated in sterling) which have a maturity of less than
one year and in respect of which the issue proceeds are to be
accepted by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the
Financial Services and Markets Act 2000 will have a minimum
denomination of £100,000 (or its equivalent in other currencies).

Dematerialised Notes shall be issued in one denomination only.

Status of the

Unsubordinated Notes:
Unsubordinated Notes ("Unsubordinated Notes"), and, where
applicable, any relative Coupons and Receipts, will constitute
direct, unconditional, unsubordinated and unsecured obligations
of the Issuer and will rank pari passu without any preference
among themselves and (subject to such exceptions as are from
time to time mandatory under French law) pari passu with all
other present or future unsecured and unsubordinated obligations
of the Issuer.






9

Status of the
(i)
Subordinated Notes:
Subordinated notes ("Subordinated Notes", which term shall
include both Subordinated Notes with a specified maturity date
("Dated Subordinated Notes") and Subordinated Notes without
a specified maturity date ("Undated Subordinated Notes")), and,
where applicable, any relative Coupons and Receipts, will
constitute direct, unsecured and subordinated obligations of the
Issuer and will rank pari passu without any preference among
themselves and pari passu with all other present or future
unsecured subordinated obligations of the Issuer with the
exception of any prêts participatifs granted to the Issuer and any
titres participatifs issued by the Issuer. Subject to applicable laws,
in the event of voluntary liquidation or judicial liquidation
(liquidation judiciaire) of the Issuer, the rights of payment of the
holders of Subordinated Notes shall be subordinated to the
payment in full of the unsubordinated creditors of the Issuer but,
subject to such payment in full, the holders of Subordinated Notes
shall be paid in priority to any prêts participatifs granted to the
Issuer and to any titres participatifs issued by the Issuer.

The proceeds of the Subordinated Notes may or may not, as
described in the applicable Pricing Supplement and subject to the
approval of the Secrétariat Général de la Commission Bancaire,
constitute (i) fonds propres complémentaires within the meaning
of Article 4(c) of the CRBF Regulation no.
90-02 of
23 February 1990 as amended; (ii) fonds propres complémentaires
within the meaning of Article 4(d) of the CRBF Regulation
no. 90-02 of 23 February 1990 as amended; and (iii) fonds
propres surcomplémentaires within the meaning of Article 3.3 of
the CRBF Regulation no. 95-02 of 21 July 1995 as amended, if
such Regulation is applicable. See "Terms and Conditions of the
Notes ­ Status".

Payments of interest in respect of Undated Subordinated Notes
will be subject to deferral in accordance with Condition 5(h).
See"Terms and Conditions of the Notes ­ Interest and Other
Calculations".
Negative Pledge for

Unsubordinated Notes:
There will be a negative pledge in respect of Unsubordinated
Notes as set out in Condition 4. See "Terms and Conditions of the
Notes ­ Negative Pledge".

Events of Default:
The terms of the Notes will contain events of default in respect of
Unsubordinated Notes as set out in Condition 9(a) and limited
events of default only in respect of Subordinated Notes as set out
in Condition 9(b). See "Terms and Conditions of the Notes ­
Events of Default".

Redemption Amount:
Subject to any applicable laws and regulations in force at the
time, the relevant Pricing Supplement will specify the basis for
calculating the redemption amounts payable, save that unless
otherwise permitted by then current laws and regulations, Notes
(including Notes denominated in sterling) which have a maturity





10

of less than one year and in respect of which the issue proceeds
are to be accepted by the Issuer in the United Kingdom or whose
issue otherwise constitute a contravention of section 19 of the
Financial Services and Markets Act 2000 will have a minimum
denomination of £100,000 (or its equivalent in other currencies).


Optional Redemption:
The Pricing Supplement issued in respect of each issue of Notes
will state whether such Notes may be redeemed prior to their
stated maturity at the option of the Issuer (either in whole or in
part) and/or the Noteholders, and if so the terms applicable to
such redemption.

Redemption by

Instalments:
The Pricing Supplement issued in respect of each issue of Notes
that are redeemable in two or more instalments will set out the
dates on which, and the amounts in which, such Notes may be
redeemed.

Early Redemption:
Except as provided in "Optional Redemption" above, Notes will
be redeemable at the option of the Issuer prior to their stated
maturity only for tax reasons and, in respect of Subordinated
Notes, subject to the approval of the Secrétariat Général de la
Commission Bancaire. See "Terms and Conditions of the Notes ­
Redemption, Purchase and Options".

Taxation:
Payments in respect of the Notes will be made without
withholding or deduction for, or on account of, taxes imposed by
or on behalf of the Republic of France as provided by Article 131
quater of the French Code général des impôts, to the extent that
the Notes are issued (or deemed to be issued) outside France.

The Notes constituting obligations under French law will be
issued (or deemed to be issued) outside France (i) if such Notes
are denominated in Euro, (ii) in the case of syndicated issues of
Notes denominated in currencies other than Euro, if, inter alia,
the Issuer and the relevant Dealers agree not to offer the Notes to
the public in France in connection with their initial distribution
and such Notes are offered in France only through an
international syndicate to qualified investors (investisseurs
qualifiés) as described in Article L.411-2 of the French Code
monétaire et financier or (iii) in the case of non-syndicated issues
of Notes denominated in currencies other than Euro, if each of the
subscribers of the Notes is domiciled or resident for tax purposes
outside the Republic of France, in each case as more fully set out
in the Circular of the Direction Générale des Impôts dated
30 September 1998.

However, if so provided in the relevant Pricing Supplement,
Notes constituting obligations under French law and denominated
in currencies other than Euro may be issued on a non-syndicated
basis and placed with subscribers not all of whom are resident
outside the Republic of France. In such cases, the Notes will not