Obligation Arkea Crédit Mutuel 0% ( FR0010470500 ) en EUR

Arkea Crédit Mutuel

100 % ⇌

France

FR0010470500 ( en EUR )

11/06/2022 - Obligation échue

Prospectus brochure de l'obligation Credit Mutuel Arkea FR0010470500 en EUR 0%, échue

50 000 EUR

111 000 000 EUR

Cr dit mutuel Ark a est une assurance de prêt immobilier proposée par le groupe Crédit Mutuel, gérée par Arkea.

L'Obligation émise par Arkea Crédit Mutuel ( France ) , en EUR, avec le code ISIN FR0010470500, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/06/2022

Base Prospectus dated 12 July 2006

Compagnie Financière du Crédit Mutuel

7,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
Under the Euro Medium Term Note Programme described in this Base Prospectus (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 7,000,000,000 (or its equivalent in other currencies) at the
date of issue.

Application has been made to the Luxembourg Stock Exchange for Notes described in this Base Prospectus to be listed on the Luxembourg
Stock Exchange and traded on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg). The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (each such market being a "Regulated
Market"). However, Notes issued under the Programme may also be listed and admitted to trading on another Regulated Market of the
European Economic Area ("EEA") and/or offered to the public in any Member State of the EEA, in each case in accordance with the
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive"), or may be unlisted.

Application has been made to the Commission de Surveillance de Secteur Financier (the "CSSF") in its capacity as competent authority in
Luxembourg for the purposes of the Luxembourg act dated 10 July 2005 relating to prospectuses for securities (loi du 10 juillet 2005 relative
aux prospectus pour valeurs mobilières), for approval of this Base Prospectus. The relevant Final Terms (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 admitted to trading and/or offered to the
public and, if so, the relevant Regulated Market(s) and/ or the Member State(s) in the EEA where the Notes will be offered to the public.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes are intended to be admitted to
trading on the Luxembourg Stock Exchange's Regulated Market and/or on any other Regulated Market(s) of the EEA as the case may be.

This Base Prospectus replaces and supersedes the Base Prospectus dated 5 September 2005 as supplemented by the supplement dated 22
May 2006. It shall be updated annually as from the date hereof.

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 may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of
Euroclear France (acting as central depositary) which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions
of the Notes - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank
for Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), or (ii) in registered form (au nominatif) and, in such 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 Final Terms) for the Issuer, or in administered registered form (au nominatif
administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholder.

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). In the case of a Tranche which is not intended to be cleared through Euroclear and/or Clearstream, Luxembourg, the Notes
of such Tranche cannot be listed on the Luxembourg Stock Exchange and traded on the Regulated Market of the Luxembourg Stock
Exchange.

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.

See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.

ARRANGER
HSBC
DEALERS
ABN AMRO
CAISSE INTERFEDERALE DE CREDIT MUTUEL
DEUTSCHE BANK
DZ BANK AG
HSBC
MERRILL LYNCH INTERNATIONAL
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING

2

This Base Prospectus (together with all supplements to the Base Prospectus from time to time), which
contains all relevant information concerning the Issuer and the Issuer and its consolidated subsidiaries
taken as a whole (the "Group") as well as the base terms and conditions of the Notes to be issued under
the Programme, constitutes a base prospectus for the purposes of article 5.4 of the Prospectus Directive.
The terms and conditions applicable to each Tranche (as defined in "Summary of the Programme") not
contained herein (including, without limitation, the aggregate nominal amount, issue price, redemption
price thereof, and interest, if any, payable thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue and will be set out in the relevant Final Terms.

This Base Prospectus is to be read in conjunction with any document and/or information which is or may
be incorporated herein by reference in accordance with Article 15 of the Loi relative aux prospectus pour
valeurs mobilières dated 10 July 2005 implementing the Prospectus Directive in Luxembourg and Article
28 of the European Commission Regulation N°809/2004 dated 29 April 2004 (see "Documents
incorporated by Reference" below).

This Base Prospectus may only be used for the purposes for which it has been published.

No person is or has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer,
the Arranger or any of the Dealers (as defined in "Summary of the Programme"). Neither the delivery of
this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer 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 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 Base Prospectus, see "Subscription and Sale".

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arranger or the Dealers to subscribe for, or purchase, any Notes.

The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. 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
Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection with the
Programme is intended to provide the basis of any credit or other evaluation and should not be considered
as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base
Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes
should determine for itself the relevance of the information contained in this Base Prospectus and its
purchase of Notes should be based upon such investigation as it deems necessary. Neither the Arranger
nor any of the Dealers undertake to review the financial or general condition 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 that may come to the attention of any of the Dealers or the Arranger.

In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising

3

manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in
the applicable Final Terms may over-allot Notes (provided that, in the case of any Tranche to be listed on a
Regulated Market, the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the
aggregate principal amount of the relevant Tranche) or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the relevant Tranche is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche and 60 days after the date of the allotment of the relevant Tranche.

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "euro" or "EUR" are to the lawful currency of the member states of the European Union that
have adopted the single currency in accordance with the Treaty establishing the European Community, as
amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, references to
"£", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom, references to
"$", "USD" and "US Dollar" are to the lawful currency of the United States of America, references to
"¥", "JPY" and "Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss Francs"
are to the lawful currency of the Helvetic Confederation.

4

TABLE OF CONTENTS

Page
Persons responsible for the information given in the Base Prospectus...........................................................
5
Summary of the Programme........................................................................................................................... 6
General Description of the Programme .......................................................................................................... 12
Risk factors..................................................................................................................................................... 17
Documents incorporated by reference ............................................................................................................ 24
Supplement to the Base Prospectus ................................................................................................................ 26
Terms and Conditions of the Notes ................................................................................................................ 27
Use of proceeds .............................................................................................................................................. 52
Temporary Global Certificates in respect of Materialised Notes.................................................................... 53
Description of CFCM and the Group ............................................................................................................. 54
Form of Final Terms ....................................................................................................................................... 85
Taxation .......................................................................................................................................................... 105
Subscription and Sale ..................................................................................................................................... 107
General Information ....................................................................................................................................... 111

5

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS
Compagnie Financière du Crédit Mutuel accepts responsibility for the information contained in this document.
To the best of its knowledge (having taken all reasonable care to ensure that such is the case), the information
contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect its
import.

Compagnie Financière du Crédit Mutuel
32, rue Mirabeau
29480 Le Relecq Kerhuon / BREST
France

6

SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision by any investor to invest
in the Notes should be based on a consideration of the Base Prospectus as a whole. 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 Issuer in any such Member State in respect of this summary,
including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the
other parts of this Base Prospectus. Where a claim relating to the 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 "Terms and Conditions of the Notes" below shall have the same meanings in
this summary.

Issuer:
Compagnie Financière du Crédit Mutuel

The Issuer was created on 20 October 2000 under the name of Eurobretagne
VI. The Issuer adopted in May 2001 the legal and commercial name of
Compagnie Financière du Crédit Mutuel.

The Issuer is a 100% owned subsidiary of Caisse Interfédérale de Crédit
Mutuel which is owned by the local branches of Crédit Mutuel de Bretagne,
Crédit Mutuel du Sud-Ouest and Crédit Mutuel Massif Central.

The Issuer is incorporated under French law as a Société Anonyme governed
by the French Code de commerce and Decree n° 67-236 dated 23 March 1967
and registered with the Registre du Commerce et des Sociétés of Brest under
number 433 383 122. Its registered office and place of business are at 32 rue
Mirabeau, 29480 Le Relecq Kerhuon / Brest, France.

Positioned within Arkéa Group, the Issuer has organised its expertise and has
acquired know-how in order to carry out its missions as a money market and
investment bank and as the holding company for Arkéa Group's subsidiaries
and affiliates network.

The Issuer (i) manages the investments and refinancing of Arkéa Group by
actively pursuing the diversification of its financial resources, (ii) operates on
the financial markets on its own account, (iii) operates on the financial markets
in the course of its commercial activities, supporting Arkéa Group's networks
with regard to the financial engineering needs of their corporate and
institutional clients, (iv) offers its clients international services through the use
of international payment processing channels and through the direct adherence
to international settlement systems and (v) develops a specialised financing
activity aimed at, on the one hand, supporting local and national businesses in
their development, and, on the other hand, pursuing the diversification of
Arkéa Group's interventions.

As at 31 December 2005:
Financial information (in millions of euros)
Share
capital
715.0
Consolidated
retained
earning
295.8
Net
Income
for
the
year
118.6
Total shareholders' equity
1,129.4
Reserve
for
general
banking
risks
23.1
Long-medium and short term debt*
10,720.1

7

*comprising
subordinated
debts
282.0
Debenture
loans
3
922.0

Arranger:
HSBC France.

Dealers:
ABN AMRO Bank N.V., Caisse Interfédérale de Crédit Mutuel, Deutsche Bank
AG, London Branch, DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main, HSBC France, Merrill Lynch International and Société
Générale.

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
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.

At the date of this Base Prospectus, only credit institutions and investment
firms incorporated in a Member State of the European Union ("EU") and
which are authorised by the relevant authority of such member home state to
lead-manage bond issues in such Member State may act (a) as Dealers with
respect to non-syndicated issues of Notes denominated in Euro and (b) as lead
manager of issues of Notes denominated in Euro issued on a syndicated basis.

Description:
Euro Medium Term Note Programme.

Programme Limit:
Up to 7,000,000,000 (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:
HSBC France as Paris Paying Agent
Kredietbank S.A. Luxembourgeoise as Luxembourg Paying Agent

Method of Issue:
The Notes may be offered to the public or not and/or listed or not, in each case
on a syndicated or non-syndicated basis.

The specific terms of each Tranche (including, without limitation, the
aggregate nominal amount, issue price, redemption price thereof, and interest,
if any, payable thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue and will be set out in the relevant Final Terms.

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 Final Terms, except (i) in the case of
Subordinated Notes which proceeds constitute Upper Tier 2 Capital which will
have no maturity, (ii) in the case of Subordinated Notes which proceeds
constitute Lower Tier 2 Capital which minimum maturity will be of five years,
(iii) in the case of Subordinated Notes which proceeds constitute Tier 3 Capital
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).

Denomination(s):
Notes shall be issued in the Specified Denomination(s) set out in the relevant
Final Terms, save that all Notes which are to be listed on a Regulated Market

8

or offered to the public in a Member State of the EEA in circumstances which
require the publication of a prospectus under the Prospectus Directive shall
have a minimum denomination of 1,000 (or its equivalent in any other
currency) or such higher amount as may be allowed or required from time to
time in relation to the relevant Specified Currency. Dematerialised Notes shall
be issued in one denomination only.

Status of the 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.

Status of the Subordinated

Notes:
The Final Terms may state that Subordinated Notes will be eligible as Upper
Tier 2, Lower Tier 2 or Tier 3 Capital.
The Issuer may issue Subordinated Notes which constitute Ordinary
Subordinated Notes, Deeply Subordinated Notes, Dated Subordinated Notes or
Undated Subordinated Notes.

Negative Pledge for

Unsubordinated Notes:
There will be a negative pledge in respect of Unsubordinated Notes as set out
in Condition 4.

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).

Redemption Amount:
Subject to any laws and regulations applicable from time to time, the relevant
Final Terms will specify the basis for calculating the redemption amounts
payable.

Optional Redemption:
The Final Terms issued in respect of each issue of 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 Final Terms 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 SGCB.

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

9

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 Final Terms, 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 benefit from the exemption from deduction at source provided by Article
131 quater of the French Code général des impôts and payments under such
Notes 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 France, all in accordance with the
provisions of Article 125 A III of the French Code général des impôts, as more
fully described in Condition 8 (c).

The tax regime applicable to Notes which do not constitute obligations under
French law will be set out in the relevant Final Terms.

Interest Periods and Interest

Rates:
The length of the interest periods for the Notes and the applicable interest rate
or its method of calculation may differ from time to time or be constant for any
Series. Notes may have a maximum interest rate, a minimum interest rate, or
both. The use of interest accrual periods permits the Notes to bear interest at
different rates in the same interest period. All such information will be set out
in the relevant Final Terms.

Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in each year
specified in the relevant Final Terms.

Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for each Series as
follows:

(i) on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by the 2001 FBF
Master Agreement relating to transactions on forward financial
instruments (formerly 1994 AFB Master Agreement for Foreign Exchange
and Derivatives Transactions), as supplemented by the then applicable
Interest and Currency Technical Annex (Echange de conditions d'Intérêt
ou de Devises - Additif Technique) published by the AFB or the FBF, or

(ii) on the basis of a reference rate appearing on an agreed screen page of a
commercial quotation service (including, without limitation, EURIBOR,
EONIA, LIBOR, CMS or TEC), or

(iii) on such other basis or benchmark as may be specified in the applicable
Final Terms,

in each case plus or minus any applicable margin, if any, and calculated and
payable as indicated in the applicable Final Terms. Floating Rate Notes may
also have a maximum rate of interest, a minimum rate of interest or both.

Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or at a discount to it
and will not bear interest.

Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at maturity or
otherwise) in respect of Dual Currency Notes will be made in such currencies,
and based on such rates of exchange, as may be specified in the relevant Final
Terms.

Index Linked Notes:
Payments of principal or of interest in respect of Index Linked Notes will be
calculated by reference to such index and/or formula as may be specified in the
relevant Final Terms.

10

Other Notes:
Terms applicable to high interest Notes, low interest Notes, step-up Notes,
step-down Notes, reverse dual currency Notes, optional dual currency Notes,
partly paid Notes and any other type of Notes that the Issuer and any Dealer or
Dealers may agree to issue under the Programme will be set out in the relevant
Final Terms.

Redenomination:
Notes issued in the currency of any Member State of the EU which participates
in the third stage (or any further stage) of European Monetary Union may be
redenominated into Euro, all as more fully provided in Condition 1 (d).

Consolidation:
Notes of one Series may be consolidated with Notes of another Series as more
fully provided in Condition 14.

Form of Notes:
Notes may be issued in either dematerialised form ("Dematerialised Notes")
or in materialised form ("Materialised Notes").

Dematerialised Notes may, at the option of the Issuer, be issued in bearer form
(au porteur) or in registered form (au nominatif) and, in such latter case, at the
option of the relevant holder, in either fully registered form (au nominatif pur)
or administered form (au nominatif administré). No physical documents of title
will be issued in respect of Dematerialised Notes..

Materialised Notes will be in bearer form only. A Temporary Global Certificate
will initially be issued in respect of each Tranche of Materialised Notes.
Materialised Notes may only be issued outside France.

Governing Law:
French.

Clearing Systems:
Euroclear France as central depositary in relation to Dematerialised Notes and,
in relation to Materialised Notes, Clearstream, Luxembourg and Euroclear or
any other clearing system that may be agreed between the Issuer, the Fiscal
Agent and the relevant Dealer.

Initial Delivery of

Dematerialised Notes:
One Paris business day before the issue date of each Tranche of Dematerialised
Notes, the Lettre comptable relating to such Tranche shall be deposited with
Euroclear France as central depositary.

Initial Delivery of Materialised

Notes:
On or before the issue date for each Tranche of Materialised Notes, the
Temporary Global Certificate issued in respect of such Tranche shall be
deposited with a common depositary for Euroclear and Clearstream,
Luxembourg or with any other clearing system or may be delivered outside any
clearing system provided that the method of such delivery has been agreed in
advance by the Issuer, the Fiscal Agent and the relevant Dealer(s).

Issue Price:
Notes may be issued at their nominal amount or at a discount or premium to
their nominal amount. Partly Paid Notes may be issued, the issue price of
which will be payable in two or more instalments.

Listing and Admission to
The Luxembourg Stock Exchange's Regulated Market and/or any other
Trading:
Regulated Market in the EEA in accordance with the Prospectus Directive as
specified in the relevant Final Terms. As specified in the relevant Final Terms,
a Series of Notes may be unlisted.

Offer to the public:
Unless the Final Terms otherwise specify, the Notes shall not be offered to the
public in Luxembourg and/or in any Member State of the EEA.

Rating:
Unsubordinated Notes issued under the Programme have been rated A+/A-1 by
Standard & Poor's Ratings Services.

Dated Subordinated Notes issued under the Programme have been rated A by
Standard & Poor's Ratings Services. Undated Subordinated Notes issued under