Obligation Arkea Crédit Mutuel 0.875% ( FR0014002BJ9 ) en EUR

Arkea Crédit Mutuel

83.81 % ▲

France

FR0014002BJ9 ( en EUR )

0.875% par an ( paiement annuel )

10/03/2033

Prospectus brochure de l'obligation Credit Mutuel Arkea FR0014002BJ9 en EUR 0.875%, échéance 10/03/2033

11/03/2027 ( Dans 341 jours )

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

L'obligation FR0014002BJ9 émise par Crédit Mutuel Arkea en France, affichant un prix actuel de marché de 82,85% de sa valeur nominale en EUR, offre un taux d'intérêt de 0,875% avec une maturité fixée au 10/03/2033 et une fréquence de paiement annuelle.

Base Prospectus dated 30 June 2020

CRÉDIT MUTUEL ARKÉA
13,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Crédit Mutuel Arkéa (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 13,000,000,000 (or its equivalent in other currencies) at the date of issue.

The Notes may either be senior notes ("Senior Notes") or subordinated notes ("Subordinated Notes"). It is the intention of the Issuer that the Subordinated
Notes shall, for supervisory purposes, be treated as Tier 2 Capital (as defined below). The Senior Notes may be either senior preferred Notes ("Senior
Preferred Notes") or senior non-preferred Notes ("Senior Non-Preferred Notes"). It is the intention of the Issuer that the Senior Non-Preferred Notes shall,
for supervisory purposes, be treated as MREL Eligible Instruments (as defined hereinafter). Green Bonds, Social Bonds and Sustainability Bonds may also be
issued under the Programme.

This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority pursuant
to the Regulation (EU) 2017/1129 of the European Parliament and of the Council dated 14 June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation").

The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of the Issuer nor of the quality of the Notes that are the subject of this Base Prospectus.
In accordance with the provisions of Article 6(4) of the loi relative aux prospectus pour valeurs mobilières dated 14 July 2019, the CSSF assumes no
responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. The approval given by the CSSF is not a
favourable opinion on the Issuer and on the quality of the Notes described in this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in such Notes. This Base Prospectus is valid until 30 June 2021 and shall be completed by a supplement, pursuant to Article 23 of the
Prospectus Regulation, following the occurrence of a significant new factor, material mistake or material inaccuracy relating to the information included (or
incorporated by reference) in this Base Prospectus which may affect the assessment of the Notes. The obligation to supplement this Base Prospectus in the
event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

Application may be made to the Luxembourg Stock Exchange for Notes issued under the Programme while this Base Prospectus is valid to be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading 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 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the
European Securities Markets Authority (the "ESMA") (each such market being a "Regulated Market"). However, Notes issued under the Programme may
also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market of the European Economic Area ("EEA") or of
the United Kingdom (the "UK") and/or offered to the public pursuant to a non exempt offer in any Member State of the EEA or in the UK. 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
on any market and/or offered to the public pursuant to a non-exempt offer in any Member State of the EEA or in the UK and, if so, the relevant market and/or
jurisdiction.

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 Articles L. 211-3 et seq. and R. 211-1 et seq. 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 and Title") including Euroclear Bank SA/NV ("Euroclear") and
the depositary bank for Clearstream Banking, S.A. ("Clearstream"), 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 and Title"), 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 or talons 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-U.S. 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, be deposited on the issue date with a common
depositary for Euroclear and Clearstream, 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 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 notably through Euroclear and/or Clearstream, the Notes of such Tranche cannot be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.

Senior Preferred Notes (as defined in "Terms and Conditions of the Notes - Status") to be issued under the Programme are expected to be rated A/F1 by Fitch
France S.A.S. (''Fitch'') and Aa3/P-1 by Moody's France S.A.S ("Moody's"). Senior Non-Preferred Notes (as defined in "Terms and Conditions of the Notes -
Status") to be issued under the Programme are expected to be rated A- by Fitch and Baa1 by Moody's. Subordinated Notes (as defined in "Terms and
Conditions of the Notes - Status") to be issued under the Programme are expected to be rated BBB by Fitch and Baa1 by Moody's. 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. As at the
date of this Base Prospectus, Fitch and Moody's are established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended by
Regulation (EU) No. 513/2011 (the "CRA Regulation") and included in the list of registered credit rating agencies published by the ESMA on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation.

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

ARRANGER
CRÉDIT AGRICOLE CIB
PERMANENT DEALERS
ABN AMRO
CRÉDIT AGRICOLE CIB
CRÉDIT MUTUEL ARKÉA
DZ BANK AG
LANDESBANK BADEN-WÜRTTEMBERG
SANTANDER CORPORATE & INVESTMENT BANKING
UNICREDIT BANK
2

This Base Prospectus (together with all supplements thereto published from time to time) constitutes a base
prospectus for the purposes of Article 8 of the Prospectus Regulation and contains or incorporates by
reference all relevant information concerning (i) the Issuer, (ii) the local savings banks (caisses locales) of
the Crédit Mutuel de Bretagne and Crédit Mutuel du Sud-Ouest federations and (iii) the Issuer's
subsidiaries taken as a whole (the "Group" or "Crédit Mutuel Arkéa Group") which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses
and prospects of the Issuer as well as the base terms and conditions of the Notes to be issued under the
Programme. The terms and conditions applicable to each Tranche (as defined in "Terms and Conditions of
the Notes") 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. References to
"Dealers" are to all Permanent Dealers and all persons appointed as a dealer in respect of one (1) or more
Tranches of Notes.

This Base Prospectus is to be read in conjunction with (i) any document and/or information which is or may
be incorporated herein by reference in accordance with Article 27 of the Luxembourg Law and Article 19 of
the Prospectus Regulation (see "Documents incorporated by Reference" below), (ii) any supplement thereto
that may be published from time to time and (iii) in relation to any Tranche of Notes, the relevant Final
Terms. Other than in relation to the documents which are deemed to be incorporated by reference (see
section "Documents Incorporated by Reference"), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus and has not been scrutinized or approved by
the competent authority.

This Base Prospectus (together with all supplements thereto published from time to time) 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 or incorporated by reference 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 "General Description 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
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 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. For a description
of certain restrictions on offers, sales and transfers of Notes and on distribution of this Base Prospectus, see
"Subscription and Sale".

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, as amended. The Notes are being offered and sold outside of the United
States in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act
("Regulation S"). By accessing this Base Prospectus, you represent that you are a non-U.S. person that is
outside of the United States. This Base Prospectus is not for publication, release or distribution in the United
States.

MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the
Guidelines published by the ESMA on 5 February 2018, and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to Directive
2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial
3

instruments, as amended ("MiFID II") is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID II Product Governance Rules.
PRIIPs REGULATION / PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - If the
Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA and UK Retail
Investors", the Notes are not intended, to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom
("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II, (ii) a customer within the meaning of Directive 2016/97/EU
of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended,
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II, or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
information document required by Regulation (EU) no. 1286/2014, as amended (the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA or in the UK may be unlawful under the PRIIPS Regulation.

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 or incorporated by
reference 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 contained or incorporated by reference in this Base Prospectus. Neither this Base Prospectus
nor any other information supplied in connection with the Programme (including any information
incorporated by reference) 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 prospective investor
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 condition or affairs of the Issuer during the life of
the arrangements contemplated by this Base Prospectus nor to advise any investor or prospective investor
in the Notes of any information that may come to the attention of any of the Dealers or the Arranger. Any
websites referred to in this Base Prospectus are for information purposes only and do not form part of this
Base Prospectus.

None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding the
legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the
economic risk of an investment in the Notes for an indefinite period of time.

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 Dollars" are to the lawful currency of the United States of America, references to "¥",
"JPY" and "Japanese Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss
Francs" are to the lawful currency of Switzerland.

4

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................... 6
RISK FACTORS .................................................................................................................................... 15
IMPORTANT CONSIDERATIONS .................................................................................................... 29
RETAIL CASCADES ............................................................................................................................ 31
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 33
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................ 38
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 39
USE OF PROCEEDS ............................................................................................................................. 80
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED NOTES ......... 81
DESCRIPTION OF CRÉDIT MUTUEL ARKÉA AND THE GROUP ........................................... 83
CERTAIN ASPECTS OF GOVERNMENTAL SUPERVISION AND REGULATION OF THE
ISSUER ................................................................................................................................................... 87
FORM OF FINAL TERMS................................................................................................................... 92
SUBSCRIPTION AND SALE ............................................................................................................. 119
GENERAL INFORMATION ............................................................................................................. 124
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS127

5

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of
Notes, the relevant Final Terms.
This section "General Description of the Programme" constitutes a general description of the Programme for the
purposes of Article 25.1(b) of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019. It does not,
and is not intended to, constitute a summary of this Base Prospectus within the meaning of Article 7 of the
Prospectus Regulation, or any implementing regulation thereof.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same meanings in this
general description.
Issuer:
Crédit Mutuel Arkéa

Arranger:
Crédit Agricole Corporate and Investment Bank

Dealers:
ABN AMRO Bank N.V.
Banco Santander, S.A.
Crédit Agricole Corporate and Investment Bank
Crédit Mutuel Arkéa
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
Landesbank Baden-Württemberg
UniCredit Bank AG

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.

Description:
Euro Medium Term Note Programme.

Programme Limit:
Up to 13,000,000,000 (or the equivalent in other currencies at the date of
issue) aggregate nominal amount of Notes outstanding at any one time.

Fiscal Agent, Principal Paying

Agent and Paying Agent:
BNP Paribas Securities Services

Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch

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

The Notes will be issued in Series. Each Series may be issued in Tranches on
the same or different issue dates.

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, any
maturity from one month from the date of original issue as specified in the
relevant Final Terms.

6

Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, U.S. Dollars, Japanese Yen, Swiss francs, Sterling 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 admitted to trading on a
Regulated Market or offered to the public pursuant to a non-exempt offer in a
Member State of the European Economic Area ("EEA") or in the United
Kingdom (the "UK") in circumstances which require the publication of a
prospectus under the Prospectus Regulation shall have a minimum
denomination of 1,000 (or its equivalent in any other currency at the date of
issue of such Notes) 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 Notes:
Senior Preferred Notes

The Senior Preferred Notes (being those Notes which the applicable Final
Terms specify as being Senior Preferred Notes), and, where applicable, any
Coupon relating to them are direct, unconditional, unsecured and senior
(chirographaires) obligations of the Issuer and rank and shall at all times rank:

(i)
pari passu without preference among themselves and with other
Senior Preferred Notes;

(ii)
senior to Senior Non-Preferred Notes of the Issuer and any obligations
ranking junior to Senior Non-Preferred Notes; and

(iii)
junior to all present and future claims benefiting from statutory
preferences.

Senior Non-Preferred Notes

The Senior Non-Preferred Notes (being those Notes which the applicable Final
Terms specify as being Senior Non-Preferred Notes), and, where applicable,
any Coupon relating to them are direct, unconditional, unsecured and senior
(chirographaires) obligations of the Issuer, and rank and shall at all times rank:

(i)
pari passu without preference among themselves and with other
Senior Non-Preferred Notes;

(ii)
senior to Subordinated Notes; and

(iii)
junior to present and future claims benefiting from statutory
preferences, including Senior Preferred Notes.

Subject to applicable law, if any judgment is issued for the judicial liquidation
(liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other
reason, the holders of the Senior Non-Preferred Notes in respect such Notes and
including, where applicable, the Coupons relating to them, will have a right to
payment under the Notes:

(i)
only after, and subject to, payment in full of holders of Senior
Preferred Notes and other present and future claims benefiting from
statutory preferences or otherwise ranking in priority to Senior Non-
Preferred Notes; and

(ii)
subject to such payment in full, in priority to holders of Subordinated
Notes and other present and future claims otherwise ranking junior to
Senior Non-Preferred Notes.

7

It is the intention of the Issuer that the Senior Non-Preferred Notes shall be
treated for regulatory purposes as MREL Eligible Instruments under the MREL
Regulations but that the obligations of the Issuer and the rights of the
Noteholders under the Senior Non-Preferred Notes shall not be affected if the
Senior Non-Preferred Notes no longer qualify as MREL Eligible Instruments.
However, in such circumstances, the Issuer may redeem the Senior Non-
Preferred Notes in accordance with Condition 6(d) (Redemption of Senior Non-
Preferred Notes upon the occurrence of a MREL Disqualification Event), if a
MREL Disqualification Event Call Option is specified as applicable in the
relevant Final Terms.

Subordinated Notes

The Subordinated Notes, and, where applicable, any Coupons relating to them,
will constitute direct, unconditional, unsubordinated and unsecured obligations
of the Issuer and rank and shall at all times rank:

(i)
pari passu without any preference among themselves;

(ii)
pari passu with (a) any present or future obligations or capital
instruments of the Issuer which constitute Tier 2 Capital of the Issuer
and (b) any other present and future direct, unconditional, unsecured
and subordinated obligations of the Issuer that rank or are expressed to
rank equally with the Subordinated Notes;

(iii)
senior to any present and future prêts participatifs granted to the
Issuer, titres participatifs issued by the Issuer and deeply subordinated
obligations of the Issuer (engagements dits "super subordonnés" or
engagements subordonnés de dernier rang);

(iv)
junior to (a) any present and future unsubordinated creditors
(including depositors) of the Issuer and (b) any present or future
subordinated creditors of the Issuer other than the present or future
claims of creditors that rank or are expressed to rank pari passu with
or junior to the Subordinated Notes.

If any judgment is rendered by any competent court declaring the judicial
liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for
any other reason, the rights of payment of the holders of the Subordinated
Notes in respect of such Subordinated Notes and including, where applicable,
the Coupons relating to them, shall be subordinated to the payment in full of all
unsubordinated creditors (including depositors) and subordinated creditors of
the Issuer other than the present or future claims of creditors ranking pari
passu with or junior to the Subordinated Notes, as aforesaid, and, subject to
such payment in full, the holders of the Subordinated Notes shall be paid in
priority to any prêts participatifs granted to the Issuer, any titres participatifs
issued by it and any deeply subordinated obligations of the Issuer
(engagements dits "super subordonnés" or engagements subordonnés de
dernier rang).
In the event of incomplete payment of unsubordinated creditors and
subordinated claims ranking ahead of the claims of holders of Subordinated
Notes and including, where applicable, the Coupons relating to them, the
obligations of the Issuer in connection with the Subordinated Notes will be
terminated.
If an insolvency proceeding or voluntary liquidation applies to the Issuer, the
holders of the Subordinated Notes and including, where applicable, the
Coupons relating to them, shall be responsible for taking all steps necessary to
preserve the rights they may have against the Issuer.

8

Negative Pledge:
The Issuer will undertake not to grant any security in respect of any other bond
or similar indebtedness issued or guaranteed by it without granting similar
security to any outstanding Senior Preferred Notes.

There is no negative pledge in respect of Senior Non-Preferred and
Subordinated Notes.

Events of Default:
The terms of the Notes will contain events of default in respect of the Senior
Preferred Notes as set out in Condition 9.

There are no events of default in respect of Senior Non-Preferred and
Subordinated Notes.

Redemption Amount:
Subject to any laws and regulations applicable from time to time, the relevant
Final Terms will specify the redemption amounts payable calculated in
accordance with the applicable Conditions.

Redemption:
Redemption at maturity

Subject to any purchase and cancellation of the Notes or their early redemption,
the Notes will be redeemed on the above mentioned maturity date at 100% of
their nominal amount.

Redemption prior to maturity

(i) Senior Preferred Notes

The Senior Preferred Notes may be redeemed prior to maturity at the
option of the Issuer (i) if a call option is specified as applicable in the
relevant Final Terms, or (ii) in the case of (a) a Withholding Tax Event or
(b) Gross-Up Event.

The Senior Preferred Notes may also be redeemed prior to maturity at the
option of the holders of such Senior Preferred Notes, if a put option is
specified as applicable in the relevant Final Terms.

(ii) Senior Non-Preferred Notes

The Senior Non-Preferred Notes may be redeemed prior to maturity at the
option of the Issuer (i) if a call option is specified as applicable in the
relevant Final Terms, it being specified that a call option will not be
permitted prior to one (1) year from the Issue Date, (ii) in the case of a
MREL Disqualification Event if a MREL Disqualification Event Call
Option is specified as applicable in the relevant Final Terms, (iii) in the
case of (a) a Withholding Tax Event or (b) a Gross-Up Event. In such
cases, the Issuer's option to redeem the Senior Non-Preferred Notes is
subject to such redemption not being prohibited by the MREL
Regulations and to the prior approval of the Relevant Regulator and/or
the Relevant Resolution Authority, if required.

The Senior Non-Preferred Notes may also be redeemed prior to maturity
at the option of the holders of such Senior Non-Preferred Notes, if a put
option is specified as applicable in the relevant Final Terms, it being
specified that a put option will not be permitted prior to one (1) year from
the Issue Date.

(iii) Subordinated Notes

The Subordinated Notes may be redeemed prior to maturity (subject to
certain conditions including in particular the prior approval of the
Relevant Regulator) at the option of the Issuer (i) if a call option is
specified as applicable in the relevant Final Terms, it being specified that
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a call option will not be permitted prior to five (5) years from the Issue
Date, (ii) in the case of a Capital Event if a Capital Event Call Option is
specified as applicable in the relevant Final Terms, (iii) in the case of a
Tax Event.

Substitution and Variation

with respect to Senior Non-

Preferred Notes:
In the event that a MREL Disqualification Event, a Withholding Tax Event, a
Gross-up Event or a Variation Event occurs and is continuing, the Issuer may,
at its option, substitute all (but not some only) of the relevant Series of Senior
Non-Preferred Notes or vary the terms of all (but not some only) of the
relevant Series of Senior Non-Preferred Notes, without any requirement for the
consent or approval of the Noteholders, so that they become or remain
Qualifying Senior Non Preferred Notes, subject notably to the prior approval of
the Relevant Regulator and/or the Relevant Resolution Authority, if required.

Taxation:
All payments of principal and interest by or on behalf of the Issuer in respect of
the Notes shall be made free and clear of, and without withholding or
deduction for, any taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by or within
France or any authority therein or thereof having power to tax, unless such
withholding or deduction is required by law. If such a withholding or deduction
is required by the French law, the Issuer will have to gross-up its payments to
the fullest extent then permitted by law and subject to certain exceptions.

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 (except the
method of calculation) 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.

Fixed Rate Resettable Notes:
Fixed Rate Resettable Notes will initially bear interest at a fixed rate and will

then be resettable, as 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 June 2013
FBF Master Agreement, as published by the Fédération bancaire
française, in their updated version applicable as at the date of issue of the
first Tranche of the relevant Series, or
(ii) on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an agreement
incorporating the 2006 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc, in their updated
version applicable as at the date of issue of the first Tranche of the
relevant Series; or
(iii) on the basis of a reference rate appearing on an agreed screen page of a
commercial quotation service, which shall be either EURIBOR, LIBOR
or any other reference rate that might replace them,

in each case by applying one of the formulae specified in the Conditions of the
Notes as indicated in the applicable Final Terms. Floating Rate Notes may also
have a maximum rate of interest and/or reference rate(s), a minimum rate of
interest and/or reference rate(s) or both and/or rate multiplier.

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