Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth
in the Offering Circular dated [●] July 2010 which constitutes a base prospectus for the purposes of the Prospectus
Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the
Offering Circular. Full information on the relevant Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at [website]
[and] during normal business hours at [address] [and copies may be obtained from [address]]. The Offering Circular
also comprises listing particulars for the purposes of giving information with regard to the issue of Notes with a
maturity of less than 365 days as commercial paper of the Issuer under the Programme during the period of twelve
months after the date thereof. Full information on the Issuer and the offer of the Notes is only available on the basis of
the combination of these Contractual Terms and the Offering Circular.
[The following alternative language applies if the first tranche of an issue which is being increased was issued
under an Offering Circular with an earlier date.
Terms used herein shall be deemed to be defined as such for the purposes of the [Terms and Conditions / Terms
and Conditions of the Undated Deeply Subordinated Notes] (the Conditions) set forth in the Offering Circular dated
[original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4
of the Prospectus Directive and must be read in conjunction with the Offering Circular dated [●] July 2010 which
constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus
Directive), save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and
are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Offering Circular dated [●] July 2010 and [original date]. Copies of such
Offering Circulars are available for viewing [at [website]] [and] during normal business hours at [address] [and copies
may be obtained from [address]].
[Include whichever of the following apply or specify items as “Not Applicable” (N/A). Note that the numbering
should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs.
Italics denote directions for completing the Final Terms.]
[When adding any other final terms or information consideration should be given as to whether such terms or
information constitute significant new factors and consequently trigger the need for a supplement to the Offering
Circular under Article 16 of the Prospectus Directive.]
[For Bearer Notes or Registered Notes (other than Interbolsa Notes) only: If the Notes have a maturity of less
than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in
any other currency.]
[For Bearer Notes or Registered Notes (other than Interbolsa Notes) only: The Notes constitute commercial
paper issued in accordance with an exemption granted by the Irish Financial Services Regulatory Authority, as a
constituent part of the Central Bank and Financial Services Authority of Ireland (the Financial Regulator),
under Section 8(2) of the Central Bank Act, 1971 inserted by Section 31 of the Central Bank Act, 1989, as
amended by Section 70(d) of the Central Bank Act, 1997. The Notes do not have the status of bank deposits and
are not within the scope of the Deposit Protection Scheme operated by the Financial Regulator and the Issuer is
not regulated by the Financial Regulator arising from the issue of commercial paper.] 3
[For Bearer Notes or Registered Notes (other than Interbolsa Notes) only: Unless otherwise permitted by the
current laws and regulations or by the Financial Regulator, Notes having a term of less than one year must have a
minimum denomination of 125,000 (or its equivalent in any other currency).]
3 Include if the Notes have a term of less than 366 days (to allow for a leap year).
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