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

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"Similar Security" means a reference bond or reference bonds issued by the same issuer as the<br />

Reference Security having an actual or interpolated maturity comparable with the remaining term of<br />

the <strong>Note</strong>s that would be utilised, at the time of selection and in accordance with customary financial<br />

practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining<br />

term of the <strong>Note</strong>s.<br />

The Make-whole Redemption Rate will be published by the Issuer in accordance with<br />

Condition 14.<br />

The determination of any rate or amount, the obtaining of each quotation and the making of each<br />

determination or calculation by the Calculation Agent shall (in the absence of manifest error) be<br />

final and binding upon all parties.<br />

(iii) Partial Redemption<br />

In the case of a partial redemption in respect of Materialised <strong>Note</strong>s, the notice to holders of such<br />

Materialised <strong>Note</strong>s shall also contain the number of the Definitive Materialised Bearer <strong>Note</strong>s to be<br />

redeemed, which shall have been drawn in such place and in such manner as may be fair and<br />

reasonable in the circumstances, taking account of prevailing market practices, subject to<br />

compliance with any applicable laws and Regulated Market requirements.<br />

In the case of a partial redemption in respect of Dematerialised <strong>Note</strong>s, the redemption may be<br />

effected, at the option of the Issuer, either (i) by reducing the nominal amount of all such<br />

Dematerialised <strong>Note</strong>s in a Series in proportion to the aggregate nominal amount redeemed or (ii) by<br />

redeeming in full some only of such Dematerialised <strong>Note</strong>s and, in such latter case, the choice<br />

between those Dematerialised <strong>Note</strong>s that will be fully redeemed and those Dematerialised <strong>Note</strong>s of<br />

any Series that will not be redeemed shall be made in accordance with Article R.213-16 of the<br />

French Code monétaire et financier and the provisions of the relevant Final <strong>Term</strong>s, subject to<br />

compliance with any other applicable laws and Regulated Market requirements.<br />

So long as the <strong>Note</strong>s are admitted to trading on a Regulated Market and the rules of, or applicable<br />

to, such Regulated Market require, the Issuer shall, once in each year in which there has been a<br />

partial redemption of the <strong>Note</strong>s, cause to be published in a leading newspaper with general<br />

circulation in the city where the Regulated Market on which such <strong>Note</strong>s are admitted to trading is<br />

located, which in the case of <strong>Euro</strong>next Paris is expected to be Les Echos, a notice specifying the<br />

aggregate nominal amount of <strong>Note</strong>s outstanding and, in the case of Materialised <strong>Note</strong>s, a list of any<br />

Definitive Materialised Bearer <strong>Note</strong>s drawn for redemption but not surrendered.<br />

(e) Redemption at the Option of <strong>Note</strong>holders and Exercise of <strong>Note</strong>holders’ Options: If an Investor<br />

Put is specified in the relevant Final <strong>Term</strong>s the Issuer shall, at the option of the <strong>Note</strong>holder, upon<br />

the <strong>Note</strong>holder giving not less than 15 nor more than 30 days’ notice to the Issuer redeem such <strong>Note</strong><br />

on the Optional Redemption Date(s) at its Optional Redemption Amount (as set out in Condition<br />

6(f)) together with interest accrued to the date fixed for redemption including, where applicable,<br />

any Arrears of Interest.<br />

To exercise such option the <strong>Note</strong>holder must deposit with any Paying Agent at its specified office<br />

during usual business hours a duly completed option exercise notice (the "Exercise Notice") in the<br />

form obtained during usual business hours <strong>from</strong> any Paying Agent or the Registration Agent, as the<br />

case may be, within the notice period. Such notice shall, in the case of Materialised Bearer <strong>Note</strong>s,<br />

have attached to it such <strong>Note</strong> (together with all unmatured Receipts and Coupons and unexchanged<br />

Talons). In the case of Dematerialised <strong>Note</strong>s, the <strong>Note</strong>holder shall transfer, or cause to be<br />

transferred, the Dematerialised <strong>Note</strong>s to be redeemed to the account of the Paying Agent specified<br />

in the Exercise Notice. No option so exercised and, where applicable, no <strong>Note</strong> so deposited or<br />

49

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