Under the Euro Medium Term Note Programme ... - Finance - EDF

Terms and Conditions of the Notes
Series being intended to be interchangeable with all other Notes of that
Series. Each Series may be issued in tranches (each a "Tranche") on the
same or different issue dates. The specific terms of each Tranche (which will
be supplemented, where necessary, with supplemental terms and conditions
and, save in respect of the issue date, issue price, first payment of interest
and nominal amount of the Tranche, will be identical to the terms of other
Tranches of the same Series) will be set out in the relevant Final Terms.
2. Conversion and Exchanges of Notes
(a)
Dematerialised Notes
(i) Dematerialised Notes issued in bearer dematerialised form
(au porteur) may not be converted into Dematerialised Notes in
registered dematerialised form, whether in fully registered form
(au nominatif pur) or in administered registered form (au nominatif
administré).
(ii)
(iii)
Dematerialised Notes issued in registered dematerialised form
(au nominatif) may not be converted into Dematerialised Notes in
bearer dematerialised form (au porteur).
Dematerialised Notes issued in fully registered form (au nominatif
pur) may, at the option of the Noteholder, be converted into Notes in
administered registered form (au nominatif administré), and vice
versa. The exercise of any such option by such Noteholder shall be
made in accordance with Article R.211-4 of the French Code
monétaire et financier. Any such conversion shall be effected at the
cost of such Noteholder.
(b)
Materialised Notes
3. Status of the Notes
Materialised Bearer Notes of one Specified Denomination may not be
exchanged for Materialised Bearer Notes of another Specified Denomination.
The Notes and, where applicable, any related Coupons and Receipts, constitute
direct, unconditional, unsubordinated and (subject to the provisions of Condition 4
(Negative Pledge)) unsecured obligations of the Issuer and rank and will rank pari
passu without any preference among themselves and (subject to such exceptions as
are from time to time mandatory under French law) equally and rateably with all other
present or future unsecured and unsubordinated obligations of the Issuer.
4. Negative Pledge
(a)
So long as any of the Notes remains outstanding, the Issuer has agreed that
it will not create or have outstanding any mortgage, charge, pledge or other
security interest upon the whole or any part of its undertaking, revenues or
assets, present or future, in order to secure any Indebtedness (as defined
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