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

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the Issuer in connection with the Subordinated Notes will be terminated. Subject to applicable law, no
holder of any Subordinated Note, Receipt or Coupon may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by the Issuer arising under or in connection
with such Note, Receipt or Coupon (as the case may be), and any such holder shall be deemed to have
waived all such rights of set-off, compensation or retention. The holders of Subordinated Notes shall take
all steps necessary for the enforcement of their rights in any collective proceedings or voluntary
liquidation.
The relevant Final Terms will specify, in the case of issuance of Subordinated Notes, whether the
proceeds of the issue of such Subordinated Notes will count as (i) fonds propres complémentaires within
the meaning of Article 4(c) of the Comité de la Réglementation Bancaire et Financière ("CRBF")
Regulation no. 90-02 of 23 February 1990 as amended ("Upper Tier 2 Capital"); (ii) fonds propres
complémentaires within the meaning of Article 4(d) of the CRBF Regulation no. 90-02 of 23 February
1990 as amended ("Lower Tier 2 Capital"); or (iii) fonds propres surcomplémentaires within the
meaning of Article 3.3 of the CRBF Regulation no. 95-02 of 21 July 1995 as amended ("Tier 3 Capital"),
if such Regulation is applicable.
The proceeds of the issue of Undated Subordinated Notes may be used, as it will be set out in the relevant
Final Terms, for off-setting losses of the Issuer and, thereafter, to allow it to continue its activities in
accordance with French banking regulations. The proceeds of such issues will be classed amongst the
funds of the Issuer in accordance with article 4(c) of Regulation no. 90-02 of the CRBF. This provision
does not in any way affect any French law applicable to accounting principles relating to allocation of
losses nor the duties of the shareholders and does not in any way affect the rights of the Noteholders to
receive payment of principal and interest under the Notes in accordance with the terms and conditions of
the relevant Notes.
The relevant Final Terms may also provide for additions or variations to the Conditions applicable to the
Subordinated Notes in order to comply with chapter 2 of the General Prudential Sourcebook published by
the FSA (as amended and supplemented from time to time), to the extent applicable.
For the purposes of these Conditions, "FSA" means the UK Financial Services Authority or any successor
authority responsible for the supervision of institutions authorised under the Financial Services and
Markets Act 2000 as amended from time to time.
4. Interest and other Calculations
Definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall have the
meanings set out below:
"Benchmark" means the Reference Rate as set out in the relevant Final Terms.
"Business Day" means:
(i)
in the case of Euro, a day on which the Trans European Automated Real Time Gross Settlement
Express Transfer payment system (TARGET/TARGET 2) or any successor thereto (the "TARGET
System") is operating (a "TARGET Business Day"), and/or