HSBC France € 20,000,000,000 Euro Medium Term Note Programme

150
SUBSCRIPTION AND SALE
Subject to the terms and on the conditions contained in an amended and restated dealer agreement dated
21 October 2008 between the Issuer, the Permanent Dealers and the Arranger (the "Dealer Agreement"), the
Notes will be offered by the Issuer to the Permanent Dealers (other than HSBC France). However, the Issuer has
reserved the right to sell Notes directly on its own behalf to Dealers that are not Permanent Dealers. The Notes
may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by
the relevant Dealer. The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer.
The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally
underwritten by two or more Dealers.
The Issuer will pay each relevant Dealer a commission as agreed between them in respect of Notes subscribed by
it. The Issuer has agreed to reimburse the Arranger for its expenses incurred in connection with the Programme
and the Dealers for certain of their activities in connection with the Programme.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of
the Notes. The Dealers have agreed to indemnify the Issuer against certain liabilities in connection with the offer
and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to
subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer.
Selling Restrictions
General
These selling restrictions may be modified by the agreement of the Issuer and the Dealers in particular following
a change in a relevant law, regulation or directive. Any such modification will be set out in the Final Terms
issued in respect of the issue of Notes to which it relates or in a supplement to this Base Prospectus.
Each Dealer has agreed that it will comply, to the best of its knowledge, with all relevant laws, regulations and
directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or
distributes the Base Prospectus, any other offering material or any Final Terms and neither the Issuer nor any
other Dealer shall have responsibility therefore.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and agree, that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date") it has not made and will not make an offer of Notes which are the subject of the
offering contemplated by this Prospectus as completed by the final terms in relation thereto to the public in that
Relevant Member State except that it may, with effect from and including the Relevant Implementation Date,
make an offer of Notes to the public in that Relevant Member State:
(a)
if the final terms in relation to the Notes specify that an offer of those Notes may be made other than
pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt
Offer"), following the date of publication of a prospectus in relation to such Notes which has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State,