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

any other insolvency or bankruptcy proceedings; or the Issuer or any of its Principal
Subsidiaries makes any conveyance, assignment or other arrangement for the benefit
of, or enters into a composition with, its creditors; or the Issuer ceases to carry on all or
a substantial part of its business or operations or is dissolved except (i) any operation
falling within the definition of Permitted Reorganisation (as defined below) or (ii) with
the prior approval of the Masse, for the purposes of, or in connection with, an
amalgamation, reorganisation, consolidation or merger (other than a Permitted
Reorganisation) which is implemented.
The occurrence of any Event of Default must be notified to the Noteholders by a
publication in accordance with the provisions of Condition 14.
"Permitted Reorganisation" means a reconstruction, amalgamation, merger, consolidation
or transfer of assets and/or activities (a "Reorganisation") where the surviving legal entity
which acquires or to which is transferred all or a substantial part of the business and/or
activities of the Issuer:
(a) expressly and effectively by law assumes all the obligations of the Issuer under the
Notes and has obtained all authorisations therefore; and
(b) benefits from a senior long term debt rating from either Standard & Poor's Credit
Market Services Europe Limited or Moody's Investors Service Ltd. or their respective
successors or affiliates and/ or any other rating agency of equivalent international
standing specified from time to time by the Issuer which is equal to or higher than the
senior long term debt rating of the Notes immediately prior to the Reorganisation.
(b) Subordinated Notes: In the case of Subordinated Notes and in accordance with Condition 3(b), if
any judgment shall be issued for the transfer of the whole of its business (cession totale de
l’entreprise) or the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is
liquidated for any other reason then the Subordinated Notes shall become immediately due and
payable, in accordance with Condition 3(b), at their principal amount together with any accrued
interest to the date of payment and where applicable, any Arrears of Interest, without further
formality.
10 Prescription
Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which for this
purpose shall not include Talons) shall be prescribed and become void unless made within ten (10)
years (in the case of principal) or five (5) years (in the case of interest) from the appropriate
Relevant Date in respect of them.
11 Representation of Noteholders
In respect of the representation of Noteholders, the following shall apply:
(a) If the relevant Final Terms specify "Full Masse", the Noteholders will, in respect of all Tranches in
any Series, be grouped automatically for the defence of their common interests in a masse (the
"Masse") and the provisions of the French Code de commerce relating to the Masse shall apply in
accordance with the provisions of this Condition 11(a) below.
The names and addresses of the initial representative (the "Representative") of the Masse and its
alternate will be set out in the relevant Final Terms. The Representative appointed in respect of the
first Tranche of any Series of Notes will be the representative of the single Masse of all Tranches in
such Series.
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