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

2000 on the taxation of savings income or any law implementing or complying with, or introduced inorder to conform to such Directive.10. Events of DefaultThe Representative (as defined in Condition 12) acting on behalf of the Masse (as defined in Condition12), upon request of any Noteholder, or in the event the Noteholders of any Series have not beengrouped in a Masse, any Noteholder, may, upon written notice to the Fiscal Agent (with copy to theIssuer) given before all defaults shall have been cured, cause the principal amount of all Notes held bysuch Noteholder to become due and payable, together with any accrued interest (including Arrears ofInterest if any) thereon, as of the date on which such notice for payment is received by the Fiscal Agentif:(a)In the case of Unsubordinated Notes(i)(ii)(iii)(iv)the Issuer is in default in the payment of principal of, or interest on, any Note(including the payment of any additional amounts mentioned in Condition 9) whendue and payable and such default shall continue for more than thirty (30) daysthereafter; orthe Issuer is in default in the performance of any of its other obligations under theNotes and such default has not been cured within forty-five (45) days after the receiptby the Fiscal Agent of the written notice of such default by the Representative or aNoteholder; orthe Issuer sells, transfers or otherwise disposes of, directly or indirectly, the whole ora substantial part of its assets, or the Issuer enters into voluntary liquidation, except inthe case of a disposal, liquidation, merger or other reorganisation in which all of orsubstantially all of the Issuer's assets are transferred to a legal entity which assumesall of the Issuer's liabilities including the Notes and whose main purpose, or one ofwhose main purpose, is the continuation of, and which effectively continues, theIssuer's activities; orthe Issuer applies for or is subject to the appointment of an ad hoc representative(mandataire ad hoc) or has applied to enter into a conciliation procedure (procédurede conciliation) or into an accelerated financial safeguard procedure (procédure desauvegarde financière accélérée) or into a safeguard procedure (procédure desauvegarde) or a judgement is rendered for its judicial liquidation (liquidationjudiciaire) or for a transfer of the whole of the business (cession totale del'entreprise) or makes any conveyance for the benefit of, or enters into any agreementwith, its creditors.(b)In the case of Subordinated Notes and in accordance with Condition 3(b),(i)(ii)if any judgment shall be issued for the judicial liquidation (liquidation judiciaire) ofthe Issuer; orif the Issuer is liquidated for any other reason.11. PrescriptionClaims against the Issuer for payment in respect of any amount due under the Notes, Coupons (whichfor this purpose shall not include Talons) shall be prescribed and become void unless made within 1078