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

The Representative will be entitled to such remuneration, if any, in connection with its functions or
duties as set out in the relevant Final Terms.
In the event of death, retirement or revocation of appointment of the Representative, such
Representative will be replaced by the alternate Representative or another Representative. In the
event of the death, retirement or revocation of appointment of the alternate Representative, an
alternate will be elected by the general meeting of the Noteholders (the "General Meeting").
In accordance with Article R.228-71 of the French Code de commerce, the right of each Noteholder
to participate in General Meetings will be evidenced by the entries in the books of the relevant
Account Holder of the name of such Noteholder as of midnight, Paris time, on the third business day
in Paris preceding the date set for the meeting of the relevant General Meeting.
The place where a General Meeting shall be held will be set out in the notice convening such General
Meeting; or
(b) If the relevant Final Terms specify "Contractual 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
which will be subject to the provisions of this Condition 11(b) below.
The Masse will be governed by the provisions of the French Code de commerce with the exception of
Articles L.228-48, L.228-59, R.228-63, R.228-67 and R.228-69, subject to the following provisions:
(i) Legal Personality
The Masse will be a separate legal entity and will act in part through the Representative and
in part through the General Meeting.
The Masse alone, to the exclusion of all individual Noteholders, shall exercise the common
rights, actions and benefits which now or in the future may accrue respectively with respect
to the Notes.
(ii) Representative
The office of Representative may be conferred on a person of any nationality who agrees to
perform such function. However, the following persons may not be chosen as
Representatives:
the Issuer, the members of its Board of Directors (Conseil d’administration), or, as the
case may be, the members of its Executive Board (Directoire) and its Supervisory
Board (Conseil de surveillance), and its general managers (directeurs généraux), its
statutory auditors, or its employees as well as their respective ascendants, descendants
and spouse; or
companies guaranteeing all or part of the obligations of the Issuer, their respective
managers (gérants), general managers (directeurs généraux), members of their Board
of Directors, Executive Board (Directoire), or Supervisory Board (Conseil de
surveillance), their statutory auditors, or employees as well as their respective
ascendants, descendants and spouse; or
companies holding 10 per cent. or more of the share capital of the Issuer or companies
having 10 per cent. or more of their share capital held by the Issuer; or
persons to whom the practice of banker is forbidden or who have been deprived of the
right of directing, administering or managing an enterprise in whatever capacity.
The names and addresses of the initial Representative of the Masse and its alternate will be
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