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

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<strong>Note</strong>holders (which notice shall be irrevocable), in accordance with Condition 14,<br />

redeem all, but not some only, of the <strong>Note</strong>s at their Early Redemption Amount together<br />

with any interest accrued to the date set for redemption (including, where applicable,<br />

any Arrears of Interest) provided that the due date for redemption of which notice<br />

hereunder may be given shall be no earlier than the latest practicable date on which the<br />

Issuer could make payment of principal and interest without withholding for French<br />

taxes.<br />

(ii) If the Issuer would on the next payment of principal or interest in respect of the <strong>Note</strong>s<br />

be prevented by French law <strong>from</strong> making payment to the <strong>Note</strong>holders or, if applicable,<br />

Couponholders of the full amounts then due and payable, notwithstanding the<br />

undertaking to pay additional amounts contained in Conditions 8(a) and 8(b) below,<br />

then the Issuer shall forthwith give notice of such fact to the Fiscal Agent and the<br />

Issuer shall upon giving not less than seven days’ prior notice to the <strong>Note</strong>holders in<br />

accordance with Condition 14, redeem all, but not some only, of the <strong>Note</strong>s then<br />

outstanding at their Early Redemption Amount together with any interest accrued to the<br />

date set for redemption (including, where applicable, any Arrears of Interest) on (A)<br />

the latest practicable Interest Payment Date on which the Issuer could make payment<br />

of the full amount then due and payable in respect of the <strong>Note</strong>s, provided that if such<br />

notice would expire after such Interest Payment Date the date for redemption pursuant<br />

to such notice of <strong>Note</strong>holders shall be the later of (i) the latest practicable date on<br />

which the Issuer could make payment of the full amount then due and payable in<br />

respect of the <strong>Note</strong>s and (ii) 14 days after giving notice to the Fiscal Agent as aforesaid<br />

or (B) if so specified in the relevant Final <strong>Term</strong>s, at any time, provided that the due<br />

date for redemption of which notice hereunder shall be given shall be the latest<br />

practicable date at which the Issuer could make payment of the full amount payable in<br />

respect of the <strong>Note</strong>s, or, if applicable, Coupons or, if that date is passed, as soon as<br />

practicable thereafter.<br />

(h) Purchases: The Issuer shall have the right at all times to purchase <strong>Note</strong>s (provided that, in the case<br />

of Materialised <strong>Note</strong>s, all unmatured Receipts and Coupons and unexchanged Talons relating<br />

thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price,<br />

subject to the applicable laws and/or regulations. Any <strong>Note</strong>s so purchased by the Issuer may be held<br />

and resold in accordance with Article L.213-1 A of the French Code monétaire et financier for the<br />

purpose of enhancing the liquidity of the <strong>Note</strong>s.<br />

(i) Cancellation: All <strong>Note</strong>s redeemed or purchased for cancellation by or on behalf of the Issuer will<br />

be cancelled, in the case of Dematerialised <strong>Note</strong>s, together with all rights relating to payment of<br />

interest and other amounts relating to such Dematerialised <strong>Note</strong>s, by transfer to an account in<br />

accordance with the rules and procedures of <strong>Euro</strong>clear France and, in the case of Materialised<br />

Bearer <strong>Note</strong>s, together with all unmatured Receipts and Coupons and unexchanged Talons attached<br />

thereto or surrendered therewith, by surrendering to the Fiscal Agent the Temporary Global<br />

Certificate and the Definitive Materialised Bearer <strong>Note</strong>s in question together with all unmatured<br />

Receipts and Coupons and all unexchanged Talons. Any <strong>Note</strong>s so cancelled or, where applicable,<br />

transferred or surrendered for cancellation may not be re-issued or resold and the obligations of the<br />

Issuer in respect of any such <strong>Note</strong>s shall be discharged. For so long as the <strong>Note</strong>s are listed and<br />

admitted to trading on <strong>Euro</strong>next Paris, the Issuer will forthwith inform <strong>Euro</strong>next Paris of any such<br />

cancellation.<br />

(j) Illegality: If, by reason of any change in French law, or any change in the official application of<br />

such law, becoming effective after the Issue Date, it will become unlawful for the Issuer to perform<br />

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