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

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"Strike Date" means the date specified as such in the relevant Final Terms or, if such date is not a
relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day, subject to the
provisions of "Consequences of Disrupted Days" above as if such Strike Date were a Valuation Date.
"Strike Date Disruption" means that if any Strike Date is a Disrupted Day then the provisions relating
to "Consequences of Disrupted Days" will apply for the purposes of determining the relevant level,
price or amount on that Strike Date as if such Strike Date were a Valuation Date that was a Disrupted
Day irrespective of whether, pursuant to such determination, that deferred Strike Date would fall on a
date that already is or is deemed to be a Strike Date for the Notes.
"Strike Price" has the meaning ascribed thereto in the relevant Final Terms.
"Tender Offer" means a takeover offer, tender offer, exchange offer, solicitation, proposal or other
event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or
having the right to obtain, by conversion or other means, greater than 10% and less than 100% of the
outstanding voting shares of the Underlying Company, as determined by the Calculation Agent, based
upon the making of filings with governmental or self-regulatory agencies or such other information as
the Calculation Agent deems relevant.
"Trading Disruption" means any suspension of or limitation imposed on trading by the relevant
Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding
limits permitted by the relevant Exchange or Related Exchange or otherwise (i) relating to the Security
on the Exchange or, (ii) in futures or options contracts relating to the Security on any relevant Related
Exchange.
"Transfer Expenses" means with respect to any Notes, all stamp, transfer, registration and similar
duties and all expenses, scrip fees, levies and registration charges payable on or in respect of or arising
on, or in connection with, the purchase or transfer, delivery or other disposition by the transferor to or to
the order of the relevant Noteholders of any Securities.
"Transfer Notice" means a notice sent by each Noteholder on or before the date five calendar days
before the Maturity Date (or such earlier date as the Issuer shall determine is necessary for the Issuer,
the Paying Agents, Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system to
perform their respective obligations hereunder and notify to the Paying Agents and the Noteholders) to
Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system, as the case may be, in
accordance with its then applicable operating procedures, and copied to the Principal Paying Agent, an
irrevocable notice (a "Transfer Notice") in the form from time to time approved by the Issuer, which
must:
(i)
(ii)
(iii)
(iv)
specify the name and address of the Noteholder;
specify the number of Notes in respect of which he is the Noteholder;
specify the number of the Noteholder’s account at Euroclear, Clearstream, Luxembourg and/or
any other relevant clearing system, as the case may be, to be debited with such Notes;
irrevocably instruct and authorise Euroclear, Clearstream, Luxembourg and/or any other
relevant clearing system, as the case may be, (A) to debit the Noteholder’s account with such
Notes on the Settlement Date, if the Issuer elects (or has elected) Physical Settlement or