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

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"Market Disruption Event" means the occurrence or existence of (i) a Trading Disruption, (ii) an
Exchange Disruption, which in either case the Calculation Agent determines is material, at any time
during the one hour period that (a) for the purposes of the occurrence of a Knock-in Event or a Knockout
Event begins and/or ends at the time on which the price of the relevant Security triggers respectively
the Knock-in Price or the Knock-out Price or (b) in all other circumstances, ends at the relevant
Valuation Time, or (iii) an Early Closure.
"Merger Date" means the closing date of a Merger Event or, where a closing date cannot be determined
under the local law applicable to such Merger Event, such other date as determined by the Calculation
Agent.
"Merger Event" means in respect of any relevant Securities, any (i) reclassification or change of such
Securities that results in a transfer of or an irrevocable commitment to transfer all of such Securities
outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share
exchange of the Underlying Company with or into another entity or person (other than a consolidation,
amalgamation, merger or binding share exchange in which such Underlying Company is the continuing
entity and which does not result in a reclassification or change of all of such Securities outstanding),
(iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or
person to purchase or otherwise obtain 100% of the outstanding Securities of the Underlying Company
that results in a transfer of or an irrevocable commitment to transfer all such Securities (other than such
Securities owned or controlled by such other entity or person), or (iv) consolidation, amalgamation,
merger or binding share exchange of the Underlying Company or its subsidiaries with or into another
entity in which the Underlying Company is the continuing entity and which does not result in a
reclassification or change of all such Securities outstanding but results in the outstanding Securities
(other than Securities owned or controlled by such other entity) immediately prior to such event
collectively representing less than 50% of the outstanding Securities immediately following such event
(a "Reverse Merger"), in each case if the Merger Date is on or before, in the case of an Equity Linked
Note which is to be redeemed by delivery of a Securities Transfer Amount, the Maturity Date or, in any
other case, the final Valuation Date.
"Merger Event Settlement Amount" means such amount as in the opinion of the Calculation Agent
(such opinion to be made in its sole and absolute discretion) is fair in the circumstances by way of
compensation for the termination of the Notes;
"Notice of Election of Settlement" means that where Notice of Election of Settlement is set out as
applicable in the relevant Final Terms, the Notice of any such election of Physical Settlement will be
given by or on behalf of the Issuer (a) to the Noteholders in accordance with Condition 16(a) no later
than the first day following the Valuation Date on which Euroclear and Clearstream, Luxembourg are
open for business and (b) to the Principal Paying Agent, Euroclear and/or Clearstream, Luxembourg no
later than the Payment Business Day following the Valuation Date.
"Notional Sale Date" has the meaning set out in the definition of Physical Settlement Date below.
"Physical Delivery Notes" means Notes in respect of which an amount of principal and/or interest is
due and/or (by reference to an underlying equity, bond, other security or such other asset as may be
specified in the applicable Final Terms (the "Underlying Assets")) a Physical Delivery Amount (being
the number of Underlying Assets plus/minus any amount due to/from the Noteholder in respect of each
Note) is deliverable ("Physical Settlement Date") and/or must be settled, in each case by reference to
one or more Underlying Assets as the Issuer may decide and as indicated in the applicable Final Terms.