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Euro 6,000,000,000 Euro Medium Term Note Programme Due from ...

Euro 6,000,000,000 Euro Medium Term Note Programme Due from ...

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Fiscal Agent,<br />

Principal Paying<br />

Agent,<br />

Redenomination<br />

Agent,<br />

Consolidation Agent<br />

and Calculation<br />

Agent: BNP Paribas Securities Services<br />

Method of Issue: The <strong>Note</strong>s will be issued on a syndicated or non-syndicated basis.<br />

Maturities: Subject to compliance with all applicable relevant laws, regulations and directives, any<br />

maturity <strong>from</strong> one year <strong>from</strong> the date of original issue.<br />

Currencies: Subject to compliance with all relevant laws, regulations and directives, <strong>Note</strong>s may be<br />

issued in any currency agreed between the Issuer and the relevant Dealers.<br />

Denomination(s): The <strong>Note</strong>s will be issued in such denomination(s) as may be agreed between the Issuer<br />

and the relevant Dealer save that the minimum denomination of each <strong>Note</strong> admitted to<br />

trading on a Regulated Market in circumstances which require the publication of a Base<br />

Prospectus under the Prospectus Directive will be €100,<strong>000</strong> (or, if the <strong>Note</strong>s are<br />

denominated in a currency other than euro, the equivalent amount in such currency at the<br />

issue date) or such other higher amount as may be allowed or required <strong>from</strong> time to time<br />

by the relevant central bank (or equivalent body) or any laws or regulations applicable to<br />

the relevant Specified Currency.<br />

Status of the<br />

Unsubordinated<br />

<strong>Note</strong>s:<br />

Status of the<br />

Subordinated <strong>Note</strong>s:<br />

Dematerialised <strong>Note</strong>s will be issued in one denomination only.<br />

Unsubordinated notes ("Unsubordinated <strong>Note</strong>s") will constitute direct, general,<br />

unconditional, unsecured (subject to the provisions of Condition 4) and unsubordinated<br />

obligations of the Issuer and will rank pari passu and without any preference among<br />

themselves and (subject to such exceptions as are <strong>from</strong> time to time mandatory under<br />

French law) equally and rateably with all other present or future unsecured and<br />

unsubordinated obligations of the Issuer.<br />

Subordinated notes ("Subordinated <strong>Note</strong>s") will be unsecured subordinated obligations<br />

of the Issuer and will rank pari passu and without any preference among themselves and<br />

pari passu with any other unsecured subordinated obligations of the Issuer but in priority<br />

to any prêts participatifs granted to the Issuer, as set out in Condition 3(b) - see "<strong>Term</strong>s<br />

and Conditions of the <strong>Note</strong>s – Status of Subordinated <strong>Note</strong>s".<br />

If so specified in the relevant Final <strong>Term</strong>s, the payment of interest in respect of<br />

Subordinated <strong>Note</strong>s without a specified maturity date ("Undated Subordinated <strong>Note</strong>s")<br />

may be deferred in accordance with the provisions of Condition 5(g) – see "<strong>Term</strong>s and<br />

Conditions of <strong>Note</strong>s – Interest and Other Calculations".<br />

Negative Pledge: There will be a negative pledge in respect of Unsubordinated <strong>Note</strong>s as set out in<br />

Condition 4 - see "<strong>Term</strong>s and Conditions of the <strong>Note</strong>s - Negative Pledge".<br />

Events of Default<br />

(including cross<br />

default):<br />

There will be events of default and a cross-default in respect of Unsubordinated <strong>Note</strong>s as<br />

set out in Condition 9(a) and limited events of default only in respect of Subordinated<br />

<strong>Note</strong>s as set out in Condition 9(b) - see "<strong>Term</strong>s and Conditions of the <strong>Note</strong>s - Events of<br />

Default".<br />

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