Obbligazione France Énergie 0% ( XS0158194562 ) in EUR

France Énergie

100 EUR ⇌

Francia

XS0158194562 ( in EUR )

15/11/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Electricite de France (EDF) XS0158194562 in EUR 0%, scaduta

100 000 EUR

120 000 000 EUR

EDF è una società energetica francese, leader mondiale nella produzione e distribuzione di energia elettrica.

L'obbligazione con codice ISIN XS0158194562, emessa da Electricité de France (EDF), il principale produttore e fornitore di energia elettrica in Francia e tra i maggiori attori energetici a livello globale, ha raggiunto la sua scadenza il 15 novembre 2022 ed è stata integralmente rimborsata. Si trattava di un'emissione obbligazionaria di tipo "zero-coupon" o con tasso d'interesse nullo (0%), denominata in Euro, per un ammontare complessivo di 120.000.000 EUR, con un taglio minimo di acquisto pari a 100.000 EUR. Emessa in Francia, l'obbligazione ha concluso il suo ciclo di vita con il rimborso del 100% del valore nominale.

INFORMATION MEMORANDUM

Electricité de France (E.D.F.),
Service National

PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS

Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Instruments")
issued under the programme (the "Programme'') described in the Information Memorandum (as defined on
page 2 of this document) to be listed on the Luxembourg Stock Exchange during the period of twelve
months after the date hereof. The maximum aggregate amount of Instruments outstanding at any one time
under the Programme will not exceed 11,000,000,000.

In addition, application may be made in certain circumstances to list Instruments on Euronext Paris S.A.

For the sole purpose of listing Instruments on Euronext Paris S.A., this Information Memorandum has been
submitted to the clearance procedures of the Autorité des marchés financiers (the "AMF") and has been
registered by the AMF under n° P04-160 on 3 August 2004.

The Issuer draws the attention of prospective investors to its auditors' report for the year ended 31
December 2003 appearing on pages 173 and 176 of this Information Memorandum.

The Issuer's Programme is currently rated "Aa3'' with a negative outlook by Moody's Investors Service Ltd
("Moody's'') and "AA-'' with a negative outlook by Standard and Poor's Ratings Services ("Standard and
Poor's''). Instruments issued pursuant to the Programme may be unrated or rated differently from the
current ratings of the Programme. 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.

The Information Memorandum supersedes the information memorandum
dated 24 October 2003.

Arranger for the Programme
MORGAN STANLEY

Dealers
BNP PARIBAS DRESDNER KLEINWORT WASSERSTEIN
GOLDMAN SACHS INTERNATIONAL JPMORGAN
MERRILL LYNCH INTERNATIONAL MORGAN STANLEY
UBS INVESTMENT BANK

4 August 2004

Electricité de France (E.D.F.), Service National (the "Issuer'') accepts responsibility for the
information contained in the Information Memorandum and any Pricing Supplement (as defined
herein). Morgan Stanley & Co. International Limited, Paris Branch as Paris Listing Agent accepts
responsibility for the information contained in the Information Memorandum in relation to
clearance procedures of the AMF. The Issuer confirms that the Information Memorandum is true,
accurate and complete in all material respects and is not misleading in any material respect, that the
opinions and intentions expressed therein are honestly held and based on reasonable assumptions,
that there are no other facts in relation to the information contained or incorporated by reference in
the Information Memorandum the omission of which would, in the context of the Programme or the
issue of the Instruments, make any statement therein or opinions or intentions expressed therein
misleading in any material respect, and that all reasonable enquiries have been made to verify the
foregoing.

References herein to the "Programme Date'' are to 4 August 2004.

The Information Memorandum should be read and construed in conjunction with any amendment
or supplement thereto and with any other documents incorporated by reference (see "Documents
incorporated by reference'') and, in relation to any Series (as defined herein) of Instruments, should
be read and construed together with the relevant Pricing Supplement(s) approved, as the case may
be, by the AMF and/or the Luxembourg Stock Exchange, each of which shall be deemed
incorporated in, and to form part of the Information Memorandum and which shall be deemed to
modify or supersede the contents of the Information Memorandum to the extent that a statement
contained in any such document is inconsistent with such contents.

References herein to the "Information Memorandum'' are to this document.

No person has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with the Information Memorandum or any other document
entered into in relation to the Programme or any information supplied by the Issuer or such other
information as is in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorised by the Issuer or any dealer named under
"Subscription and Sale'' (the "Dealers'').

No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates makes any representation or warranty
or accepts any responsibility, as to the accuracy or completeness of the information contained in the
Information Memorandum. Neither the delivery of the Information Memorandum or any Pricing
Supplement nor the offering, sale or delivery of any Instrument shall, in any circumstances, create
any implication that the information contained in the Information Memorandum is true subsequent
to the date thereof or the date upon which the Information Memorandum has been most recently
amended or supplemented or that there has been no adverse change in the financial situation of the
Issuer since the date thereof or, as the case may be, the date upon which the Information
Memorandum has been most recently amended or supplemented or the balance sheet date of the
most recent financial statements which are deemed to be incorporated into the Information
Memorandum by reference or that any other information supplied in connection with the
Programme is correct at 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 the Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of the Instruments in certain jurisdictions may be restricted by law. No action has been
taken by the Issuer or the Dealers which would permit a public offering of any Instruments or
distribution of the Information Memorandum in any such jurisdiction where action for that purpose
is required. Accordingly no Instruments may be offered or sold, directly or indirectly and neither the
Information Memorandum nor any Pricing Supplement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in

2

compliance with any applicable laws and regulations and the Dealers have represented that all offers
and sales by them will be made on the same terms. Persons into whose possession the Information
Memorandum or any Pricing Supplement comes are required by the Issuer and the Dealers to
inform themselves about and to observe any such restrictions.

For a description of certain restrictions on offers, sales and deliveries of Instruments and on the
distribution of the Information Memorandum or any Pricing Supplement and other offering
material relating to the Instruments, see "Subscription and Sale''. In particular, Instruments have
not been and will not be registered under the United States Securities Act of 1933, as amended, and
may include Instruments in bearer form which are subject to U.S. tax law requirements. Under
United States legislation, subject to certain exceptions, Instruments may not be offered, sold or
delivered within the United States or to U.S. persons.

The Information Memorandum may only be used for the purpose for which it has been published.

Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an
invitation to subscribe for or purchase any Instruments and should not be considered as a
recommendation by the Issuer, the Dealers or any of them that any recipient of the Information
Memorandum or any Pricing Supplement should subscribe for or purchase any Instruments. Each
recipient of the Information Memorandum or any Pricing Supplement shall be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.

All references in the Information Memorandum to "", "EUR'' and "Euro'' are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended, and all references to "U.S.$'', "U.S. dollars'', "United
States dollars'' and "USD'' are to the lawful currency of the United States of America.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to form part of, the Information
Memorandum:
(1) the most recently published audited annual financial statements and any interim financial statements
(whether audited or unaudited) published subsequently to such annual financial statements of the
Issuer from time to time; and
(2) all amendments and supplements to the Information Memorandum prepared by the Issuer from time to
time, save that any statement contained in the Information Memorandum or in any of the documents
incorporated by reference in, and forming part of, the Information Memorandum shall be deemed to be
modified or superseded for the purpose of the Information Memorandum to the extent that a statement
contained in any document subsequently incorporated by reference modifies or supersedes such
statement. As at the date hereof, the Issuer only publishes audited annual consolidated and non-
consolidated financial statements and, with effect from 2 October 2003, semi-annual consolidated
financial statements which have been the subject of a limited review by the Issuer's auditors.
The documents incorporated by reference in the Information Memorandum have not been submitted to the
clearance procedures of the AMF.
For Euronext Paris S.A. listing purposes, the most recently published annual consolidated and non-
consolidated financial statements of the Issuer and the semi-annual consolidated financial statements
(whether audited or unaudited) published subsequently to such annual financial statements (if any) must be
contained in a Pricing Supplement submitted to the clearance procedures of the AMF.
The Issuer has undertaken, in connection with the listing of the Instruments, that if, while Instruments of
the Issuer are outstanding and listed on the Luxembourg Stock Exchange, there shall occur any adverse
change in the financial or trading position of the Issuer and its fully consolidated subsidiaries that is
material in the context of issuance under the Programme which is not reflected in the Information
Memorandum (or any of the documents incorporated by reference in the Information Memorandum), the

3

Issuer will prepare or procure the preparation of an amendment or supplement to the Information
Memorandum or, as the case may be, publish a new Information Memorandum for use in connection with
any subsequent offering by the Issuer of Instruments to be listed on the Luxembourg Stock Exchange.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon oral or written
request therefor, a copy of the Information Memorandum (or any document incorporated by reference in
the Information Memorandum). Written or oral requests for such documents should be directed to the
specified office of any Paying Agent or the specified office of the Listing Agent in Luxembourg.
So long as any Instruments are listed on Euronext Paris S.A., copies of the Information Memorandum (and
all documents incorporated by reference in the Information Memorandum) will be available from the
principal office of the Paying Agent in Paris.

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TABLE OF CONTENTS
Section
Page
Summary of the Programme.................................................................................................................................. 6
Terms and Conditions of the Instruments.......................................................................................................... 12
Use of Proceeds........................................................................................................................................................ 38
Form of Pricing Supplement................................................................................................................................. 39
Résumé de la Note d'Opération.............................................................................................................................. 48
Description of Electricité de France (E.D.F.), Service National...................................................................... 70
Consolidated Financial Statements of E.D.F. at 31 December 2003............................................................. 101
Statutory Auditors' Report on the Consolidated Financial Statements of E.D.F. for the year ended
31 December 2003................................................................................................................................................. 173
Rapport des Commissaires aux Comptes sur les Comptes Consolidés relatifs à l'exercice clos le
31 décembre 2003................................................................................................................................................... 176
2003 EDF Group Chairman of the Board of Directors' report on internal control procedures ............. 178
Rapport 2003 du Président du Conseil d'Administration relatif aux procédures de contrôle interne ......... 187
Taxation.................................................................................................................................................................. 197
Subscription and Sale........................................................................................................................................... 198
General Information ............................................................................................................................................ 202
Paris Listing Information .................................................................................................................................... 205

IN CONNECTION WITH THE ISSUE AND DISTRIBUTION OF ANY TRANCHE (AS DEFINED
HEREIN) OF INSTRUMENTS UNDER THE PROGRAMME, THE DEALER (IF ANY)
SPECIFIED AS THE STABILISING MANAGER IN THE APPLICABLE PRICING
SUPPLEMENT (OR ANY PERSON ACTING FOR HIM) MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
INSTRUMENTS OF THE SERIES (AS DEFINED HEREIN) OF WHICH SUCH TRANCHE
FORMS PART AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL
FOR A LIMITED PERIOD. HOWEVER THERE MAY BE NO OBLIGATION ON THE
STABILISING MANAGER (OR ANY AGENT OF THE STABILISING MANAGER) TO DO
THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND
MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH STABILISING SHALL
BE CONDUCTED IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND
RULES.

5

SUMMARY OF THE PROGRAMME

The following is a brief summary only and should be read in conjunction with the rest of the Information
Memorandum and, in relation to any Instruments, in conjunction with the relevant Pricing Supplement and,
to the extent applicable, the Terms and Conditions of the Instruments set out herein.

Issuer:
Electricité de France (E.D.F.), Service National.

Arranger:
Morgan Stanley & Co. International Limited.

Dealers:
BNP Paribas, Dresdner Bank Aktiengesellschaft, Goldman Sachs International,
J.P.Morgan Securities Ltd., Merrill Lynch International, Morgan Stanley & Co.
International Limited, UBS Limited. The Issuer may from time to time terminate
the appointment of any dealer under the Programme or appoint one or more
additional dealers either generally in respect of the Programme or in relation to a
particular Tranche (as defined below) of Instruments.

Fiscal Agent:
JPMorgan Chase Bank

Principal Registrar:
Crédit Agricole Investor Services Bank Luxembourg SA.

Paris Paying Agent:
Crédit Agricole Investor Services Corporate Trust.

Calculation Agent:
The Fiscal Agent unless an alternative Calculation Agent is appointed in relation
to a particular issue of Instruments.

Luxembourg Listing Société Générale Bank & Trust.
Agent:

Paris Listing Agent:
Morgan Stanley & Co. International Limited, Paris Branch.

Initial Programme
Up to 11,000,000,000 (and, for this purpose, any Instruments denominated in
Amount
another currency shall be translated into Euros at the date of the agreement to
issue such Instruments using the spot rate of exchange for the purchase of such
currency against payment of Euros being quoted by the Fiscal Agent on the date
on which the relevant agreement in respect of the relevant Tranche (as defined
below) was made or such other rate as the Issuer and the relevant Dealer may
agree) in aggregate principal amount of Instruments outstanding at any one time.
The maximum aggregate principal amount of Instruments which may be
outstanding under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealership Agreement as defined
under "Subscription and Sale''.

Issuance in Series:
Instruments will be issued in series (each, a "Series' ). Each Series may comprise
one or more tranches ("Tranches'' and each, a "Tranche'') issued on different
issue dates. The Instruments of each Series will all be subject to identical terms,
except that (i) the issue date and the amount of the first payment of interest may
be different in respect of different Tranches and (ii) a Series may comprise
Instruments in bearer form and Instruments in registered form and Instruments in
more than one denomination. The Instruments of each Tranche will all be subject

6

Summary of the Programme

to identical terms in all respects save that a Tranche may comprise Instruments in
bearer form and Instruments in registered form and may comprise Instruments of
different denominations.

Issue and Paying The Issue and Paying Agency Agreement (as defined in the "Terms and
Agency Agreement
Conditions of the Instruments' ) entered into in relation to the Instruments
principally contains provisions relating to the payments and administrative
procedures relating to the Instruments. In addition, it contains the forms of the
temporary global Instruments, permanent global Instruments, registered
Instruments, definitive Instruments and provisions relating to meetings of holders
of Instruments. The key provisions of the Issue and Paying Agency Agreement
applicable to holders of Instruments are contained in the Terms and Conditions of
the Instruments (see also "General Information' ) and are described below.
Under the Issuer and Paying Agency Agreement, the Issuer appoints each of the
Paying Agents (as defined in the "Terms and Conditions of the Instruments''),
the Principal Registrar and the Calculation Agent at their respective specified
offices as its agent in relation to the Instruments for the purposes specified in (i)
the Issue and Paying Agency Agreement, such as the preparation of Instruments,
the issuing of replacement Instruments, the making of payments to holders of
Instruments, the maintaining of records regarding the Instruments, the issuing of
voting certificates and block voting instructions for meetings of holders of
Instruments and the calculating of interest due on Instruments and (ii) the Terms
and Conditions. The forms of the Instruments are set out in the Issuer and Paying
Agency Agreement.

Form of Instruments:
Instruments may be issued in bearer form or in registered form. In respect of each
Tranche of Instruments issued in bearer form, the Issuer will deliver a temporary
global Instrument or (if so specified in the relevant Pricing Supplement in respect
of Instruments to which U.S. Treasury Regulation §1.163-5(c)(2)(i)(C) (the
"TEFRA C Rules'') applies (as so specified in such Pricing Supplement)) a
permanent global Instrument. Such global Instrument will be deposited on or
before the relevant issue date therefor with a depositary or a common depositary
for Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear'')
and/or Clearstream Banking, société anonyme ("Clearstream' ) and/or any other
relevant clearing system. Each temporary global Instrument will be exchangeable
for a permanent global Instrument or, if so specified in the relevant Pricing
Supplement, for Instruments in definitive bearer form and/or (in the case of a
Series comprising both bearer and registered Instruments and if so specified in the
relevant Pricing Supplement) registered form in accordance with its terms. Each
permanent global Instrument will be exchangeable for Instruments in definitive
bearer form and/or (in the case of a Series comprising both bearer and registered
Instruments and if so specified in the relevant Pricing Supplement) registered
form in accordance with its terms. Instruments in definitive bearer form will, if
interest-bearing, either have interest coupons ("Coupons'') attached and, if
appropriate, a talon ("Talon'') for further Coupons or have a grid for recording the
payment of interest endorsed thereon and will, if the principal thereof is repayable
by instalments, have a grid for recording the payment of principal endorsed
thereon or, if so specified in the relevant Pricing Supplement, have payment
receipts ("Receipts'') attached. Instruments in registered form may not be
exchanged for Instruments in bearer form.

Currencies:
Instruments may be denominated in any currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. Payments in respect of Instruments may, subject to compliance as

7

Summary of the Programme

aforesaid, be made in and/or linked to, any currency or currencies other than the
currency in which such Instruments are denominated and based on rates of
exchange for such other currency/ies.

Status:
Instruments and, where applicable, any related Coupons and Receipts, will
constitute direct, unconditional, unsubordinated and (subject to the Negative
Pledge) unsecured obligations of the Issuer and will rank pari passu without any
preference among themselves and at least pari passu with all other unsubordinated
and unsecured obligations of the Issuer, present and future (save for certain
mandatory exceptions provided by French law).

Issue Price:
Instruments may be issued at any price and either on a fully or partly paid basis,
as specified in the relevant Pricing Supplement.

Maturities:
Any maturity subject, in relation to specific currencies, to compliance with all
applicable legal and/or regulatory and/or central bank requirements.

Redemption:
Instruments may be redeemable at par or at such other Redemption Amount (as
defined in Condition 6.10) (detailed in a formula or otherwise) as may be
specified in the relevant Pricing Supplement.
Unless otherwise permitted by then current laws and regulations, Instruments
(including Instruments denominated in Sterling) having a maturity of less than
one year from the date of issue 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 must have a minimum Redemption Amount of £100,000 (or its
equivalent in other currencies).

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

Early Redemption:
Except as provided in the Terms and Conditions of the Instruments, Instruments
will be redeemable at the option of the Issuer prior to maturity only for tax
reasons. See "Terms and Conditions of the Instruments - Redemption and
Purchase''.

Interest:
Instruments may be interest-bearing or non-interest bearing. Interest (if any) may
accrue at a fixed or floating rate or be linked to an index or formula, and may vary
during the lifetime of the relevant Series.

Denominations:
Instruments will be issued in such denominations as may be specified in the
relevant Pricing Supplement, subject to compliance with all applicable legal and/
or regulatory and/or central bank requirements.
Unless otherwise permitted by then current laws and regulations, Instruments
(including Instruments denominated in Sterling) having a maturity of less than
one year from the date of issue 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

8

Summary of the Programme

other currencies).

Redenomination:
Where redenomination is specified in the relevant Pricing Supplement as being
applicable, Instruments may be redenominated into euro, all as more fully
provided in "Terms and Conditions of the Instruments - Redenomination''
below.

Consolidation:
Instruments of one Series may be consolidated with Instruments of another Series
as more fully provided in "Terms and Conditions of the Instruments -
Consolidation''.

Further Issues:
Further Instruments may be issued so as to form a single Series with the
Instruments of any particular Series, all as more fully provided in "Terms and
Conditions of the Instruments - Further Issues'' below.

Structured Instrument The following paragraph does not describe all the risks of an investment in the
Risks:
Instruments. Prospective investors should consult their own financial and legal
advisers about risks associated with investment in a particular Series of
Instruments and the suitability of investing in light of their particular
circumstances.
An investment in Instruments, the premium and/or the interest on or principal of
which is determined by reference to one or more values of currencies,
commodities, interest rates or other indices or formulae, either directly or
indirectly, may entail significant risks not associated with similar investments in a
conventional debt security, including the risks that the resulting interest rate will
be less than that payable on a conventional debt security at the same time, and/or
that an investor could lose all or a substantial portion of the principal of its
Instrument.
Neither the current nor the historical value of the relevant currencies,
commodities, interest rates or other indices or formulae should be taken as an
indication of future performance of such currencies, commodities, interest rates or
other indices or formulae during the term of any Instrument.

Taxation in respect of
Subject to the exceptions set out in Condition 8.02, payments in respect of the
the Instruments:
Instruments will be made without withholding or deduction for, or an account of,
taxes imposed by or on behalf of the Republic of France as provided by Article
131 quater of the French General Tax Code, to the extent that the Instruments are
issued (or deemed to be issued) outside France and constitute obligations.
Instruments constituting obligations under French law will be issued (or deemed
to be issued) outside France (i) in the case of syndicated or non-syndicated issues
of Instruments, if such Instruments are denominated in euro, (ii) in the case of
syndicated issues of Instruments denominated in currencies other than euro, if,
inter alia, the Issuer and the relevant Dealers agree not to offer the Instruments to
the public in the Republic of France in connection with their initial distribution
and such Instruments are offered in the Republic of 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 Instruments denominated in currencies other than euro, if
each of the subscribers of the Instruments 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.
Instruments issued after the Transformation Date (as such expression is defined in

9

Summary of the Programme

"Terms and Conditions - Taxation'') and, if so provided in the relevant Pricing
Supplement, Instruments constituting obligations 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
Instruments will not benefit from the exemption from deduction at source
provided by Article 131 quater of the French General Tax Code and payments
under such Instruments made to a non-French resident will be exempt from
withholding or deduction at source only if the beneficiary of the payment provides
certification that he is not resident in the Republic of France, all in accordance
with the provisions of Article 125 A III of the French General Tax Code, as more
fully described in "Terms and Conditions of the Instruments -Taxation''.
The tax regime applicable to Instruments which do not constitute obligations will
be set out in the relevant Pricing Supplement.

Governing Law:
Unless otherwise specified in the relevant Pricing Supplement, the Instruments
and all related contractual documentation will be governed by, and construed in
accordance with, English law.

General Principles:
Each issue of index-linked Instruments listed on Euronext Paris S.A. must be
made in compliance with the Principes Généraux published by the Commission
des opérations de bourse ("COB") and the Conseil des Marchés Financiers
("CMF' ) or any other successor authority.

Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/or listed on
Euronext Paris S.A. and/or any other stock exchange as may be agreed between
the Issuer and the relevant Dealer and specified in the relevant Pricing
Supplement, or may be unlisted. Instruments listed on Euronext Paris S.A. will be
issued pursuant to the regulations of Euronext Paris S.A. and the requirements of
the AMF. The Guidelines provided by the letter dated 1 October 1998 from the
French Minister of the Economy, Finance and Industry to the Président de
l'Association française des Etablissements de crédit et des entreprises
d'investissement (the "Euro Guidelines'') strongly recommend the listing of Euro-
denominated Instruments on Euronext Paris S.A.

Terms and
A Pricing Supplement will be prepared in respect of each Tranche of Instruments
Conditions:
a copy of which will, in the case of Instruments to be listed on a stock exchange,
be delivered to the relevant stock exchange authorities on or before the date of
issue of such Instruments in accordance with the procedures of the relevant
authorities. The terms and conditions applicable to each Tranche will be those set
out herein under "Terms and Conditions of the Instruments'' as supplemented,
modified or replaced by the relevant Pricing Supplement.

Enforcement of
In the case of Instruments in global form, individual investors' rights vis à vis the
Instruments in Global
Issuer will be governed by a Deed of Covenant (as defined in the "Terms and
Form:
Conditions of the Instruments'') executed by the Issuer in relation to the
Instruments, a copy of which will be available for inspection at the specified
office of the Fiscal Agent. The key provisions of the Deed of Covenant applicable
to holders of Instruments are contained in the "Terms and Conditions of the
Instruments - Form and Denomination' and are described below.

Deed of Covenant:
In connection with the establishment of the Programme on 18 April 1996, the
Issuer entered into a deed of covenant dated 18 April 1996 (the "Original Deed

10