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

This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the
Notes outside the United States. The Issuer and the Dealers reserve the right to reject any offer to purchase
the Notes, in whole or in part, for any reason. This Base Prospectus does not constitute an offer to any
person in the United States. Distribution of this Base Prospectus by any non-U.S. person outside the United
States to any U.S. person or to any other person within the United States, is unauthorised and any disclosure
without the prior written consent of the Issuer of any of its contents to any such U.S. person or other person
within the United States, is prohibited.
France
Each of the Dealers and the Issuer has represented and agreed that, it has not offered or sold and will not
offer or sell, directly or indirectly, any Notes to the public in France and it has not distributed or caused to be
distributed and will not distribute or cause to be distributed to the public in France, this Base Prospectus, the
relevant Final Terms or any other offering material relating to the Notes and such offers, sales and
distributions have been and will be made in France only to (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for
their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the
French Code monétaire et financier.
United Kingdom
Each of the Dealers and the Issuer has represented, warranted and agreed that:
(a) in relation to any Notes which have a maturity of less than one (1) year, (a) it is a person whose
ordinary activities involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business and (b) it has not offered or sold and will not
offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or as agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their businesses where the issue of the Notes would
otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000
(the FSMA) by the Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA received by it in connection with the issue or sale of any
Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.
Republic of Italy
The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian securities legislation and, accordingly, each of the Dealers and the Issuer
has represented and agreed, and each further Dealer appointed under the Programme will be required to
represent and agree, that it has not offered, sold, delivered or distributed, and will not offer, sell, deliver or
distribute any Notes, directly or indirectly, in an offer to the public, as defined under Article 1, paragraph 1,
letter (t) of the Legislative Decree no. 58 of 24 February 1998, as amended (the "Consolidated Financial
Services Act"), in the Republic of Italy ("Italy") and copies of this Base Prospectus, the relevant Final
Terms or any other offer document relating to the Notes may not, and will not, be distributed in Italy except:
(a) to qualified investors (investitori qualificati), as defined in 34-ter, paragraph 1, letter (b) of
CONSOB regulation No. 11971 of 14 May 1999 (the "CONSOB Regulation"), as amended; or
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