0001308179-10-000125 Sample Contracts

JONES DAY
Notes Purchase Agreement • September 13th, 2010 • France Telecom / • Telephone communications (no radiotelephone)

We have acted as special French counsel for France Telecom, a French société anonyme (the “Company”), in connection with the issuance and sale of $750,000,000 aggregate principal amount of 2.125% Notes due 2015 of the Company (the “Notes”), pursuant to the Purchase Agreement, dated September 7, 2010 (the “Purchase Agreement”), entered into by and among the Company and Banc of America Securities LLC, Citigroup Global Markets, Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. Inc. (collectively, the “Underwriters”). The Notes will be issued pursuant to an indenture dated as of July 7, 2009 as amended and supplemented by the first supplemental indenture dated September 7, 2010 (together, the “Indenture”), both by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

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JONES DAY
Note Purchase Agreement • September 13th, 2010 • France Telecom / • Telephone communications (no radiotelephone)

We have acted as special United States counsel for France Telecom, a French société anonyme (the “Company”), in connection with the issuance and sale of $750,000,000 aggregate principal amount of 2.125% Notes due 2015 of the Company (the “Notes”), pursuant to the Purchase Agreement, dated September 7, 2010 (the “Purchase Agreement”), entered into by and among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and Morgan Stanley & Co. Incorporated (collectively, the “Underwriters”). The Notes will be issued pursuant to the indenture dated as of July 7, 2009, as amended and supplemented by the first supplemental indenture dated September 7, 2010 (together, the “Indenture”), both by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

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