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

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The Issuer may from time to time terminate the appointment of any Dealer
under the Programme or appoint additional dealers either in respect of one or
more Tranches or in respect of the whole Programme. References in this Base
Prospectus to "Permanent Dealers" are to the persons listed above as Dealers
and to such additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been terminated) and
references to "Dealers" are to all Permanent Dealers and all persons appointed
as a dealer in respect of one or more Tranches.
At the date of this Base Prospectus, only credit institutions and investment
firms incorporated in a Member State of the European Union ("EU") and
which are authorised by the relevant authority of such member home state to
lead-manage bond issues in such Member State may act (a) as Dealers with
respect to non-syndicated issues of Notes denominated in Euro and (b) as lead
manager of issues of Notes denominated in Euro issued on a syndicated basis.
Description:
Programme Limit:
Fiscal Agent and Principal
Paying Agent:
Paris Paying Agent:
Luxembourg Paying Agent :
Method of Issue:
Euro Medium Term Note Programme.
Up to € 20,000,000,000 (or the equivalent in other currencies at the date of
issue) aggregate nominal amount of Notes outstanding at any one time.
HSBC Bank plc.
HSBC France.
Fortis Banque Luxembourg S.A.
The Notes may be offered to the public or not and/or listed and admitted to
trading or not, and in each case may be issued on a syndicated or nonsyndicated
basis.
The specific terms of each Tranche (including, without limitation, the
aggregate nominal amount, issue price, redemption price thereof, and interest,
if any, payable thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue and will be set out in the relevant Final Terms.
Maturities:
Currencies:
Subject to compliance with all relevant laws, regulations and directives, the
Notes will have a minimum maturity of one month from the date of original
issue as specified in the relevant Final Terms except (i) in the case of
Subordinated Notes whose proceeds constitute Upper Tier 2 Capital which will
have no maturity, (ii) in the case of Subordinated Notes whose proceeds
constitute Lower Tier 2 Capital which minimum maturity will be of five years
and one day, (iii) in the case of Subordinated Notes whose proceeds constitute
Tier 3 Capital which minimum maturity will be of two years and one day, or
(iv) in any case such other minimum maturity as may be required by the
applicable legal and/or regulatory requirements.
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, U.S. dollars, Japanese yen, Swiss Francs, Sterling and
in any other currency agreed between the Issuer and the relevant Dealer(s).
Denomination(s):
Notes shall be issued in the Specified Denomination(s) set out in the relevant
Final Terms, save that all Notes which are to be listed and admitted to trading
on a Regulated Market or offered to the public in a Member State of the EEA
in circumstances which require the publication of a prospectus under the
Prospectus Directive shall have a minimum denomination of €1,000 (or its
equivalent in any other currency) or such higher amount as may be allowed or