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

subordinated obligations of the Issuer with the exceptions of the prêtsparticipatifs granted to the Issuer and titres participatifs issued by the Issuer.The relevant Final Terms may state that Subordinated Notes will be eligibleas Upper Tier 2, Lower Tier 2 or Tier 3 Capital.If so specified in the relevant Final Terms, the payment of interest in respectof Undated Subordinated Notes may be deferred in accordance with theprovisions of Condition 6(f).Events of Default:Redemption Amount:Optional Redemption:Early Redemption:Taxation:Interest Periods and InterestRates:Fixed Rate Notes:Floating Rate Notes:The terms of the Notes will contain events of default in respect ofUnsubordinated Notes as set out in Condition 10(a) and limited events ofdefault only in respect of Subordinated Notes as set out in Condition 10(b).Subject to any purchase and cancellation or early redemption, the Notes willbe redeemed on the Maturity Date at the Final Redemption Amount specifiedin the Final Terms (except in case of Undated Subordinated Notes).The Final Terms issued in respect of each issue of each Tranche will statewhether such Notes may be redeemed prior to their stated maturity at theoption of the Issuer (either in whole or in part) and/or the Noteholders, and ifso the terms applicable to such redemption.Except as provided in "Optional Redemption" above, Notes will beredeemable at the option of the Issuer prior to their stated maturity only fortax reasons and, in respect of Subordinated Notes, subject to the approval ofthe Secrétariat Général de l'Autorité de Contrôle Prudentiel (SG ACP) andthe prior notification of the FSA.All payments of principal and interest and other revenues by or on behalf ofthe Issuer in respect of the Notes will be made free and clear of, and withoutwithholding or deduction for, any taxes, duties, assessments or governmentalcharges of whatever nature imposed, levied, collected, withheld or assessedby or within France or any authority therein or thereof having power to tax,unless such withholding or deduction is required by law. If such withholdingor deduction is required by French law, the Issuer will have to gross-up itspayments to the fullest extent then permitted by law and subject to certainexemptions. For a description of the French withholding tax rules, seeCondition 9 "Terms and Conditions of the Notes - Taxation" and "Taxation"section.The length of the interest periods for the Notes and the applicable interestrate or its method of calculation may differ from time to time or be constantfor any Series. Notes may have a maximum interest rate, a minimum interestrate, or both. The use of interest accrual periods permits the Notes to bearinterest at different rates in the same interest period. All such informationwill be set out in the relevant Final Terms.Fixed interest will be payable in arrear on the date or dates in each yearspecified in the relevant Final Terms.Floating Rate Notes will bear interest determined separately for each Seriesas follows:51