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Banco Espirito Santo, S.A. BES Finance Ltd PROSPECTUS Banco Espirito Santo, S.A. (Incorporated with limited liability in Portugal) (acting through its head office or its Madeira Free Trade Zone branch or its Cayman Islands branch or its London branch) and BES Finance Ltd. (Incorporated with limited liability in the Cayman Islands) unconditionally and irrevocably guaranteed by Banco Espirito Santo, S.A. (Incorporated with limited liability in Portugal) (acting through its London branch) €20,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME This Prospectus supersedes the Prospectus dated 18th January, 2008 and any previous Prospectus or offering circular or supplements thereto and is valid for the purpose of the listing of Notes on the Luxembourg Slock Exchange, for a period of one year from the date of publication. Any Notes (as-defined below) Issued under the Programme on or after the dale of this Prospectus are issued subject to the provisions herein. This Prospectus does not affect any Notes already Issued. Under the €20,000,000,000 Euro Medium Term Note Programme (the "Programme"), each of Banco Espfrito Santo, S.A. (the "Bank" or "BES"), acting through its head office or its Madeira Free Trade Zone branch or its Cayman Islands branch or its London branch, and BES Finance Ltd. ("BES Finance" and, together with the Bank in its capacity as an issuer of Notes under the Programme, the "Issuers" and each an "Issuer") may from time to time issue notes (the "Notes", which will include Senior Notes, Dated Subordinated Notes and Undated Subordinated Notes (as such terms are defined below)) denominated in any currency agreed between the Issuer of such Notes (the "relevant Issuer") and the relevant Dealer (as defined below). The payments of all amounts owing in respect of the Notes issued by BES Finance will be unconditionally and irrevocably guaranteed by the Bank, acting through its London branch, pursuant to the Trust Deed (as defined herein). The Final Terms (as defined below) for each Tranche (as defined on page 55 below) of Notes will state whether the Notes of such Tranche are to be (i) senior Notes which, in the case of Notes issued by BES Finance, will be guaranteed on an unsubordinated basis ("Senior Notes"), (ii) dated subordinated Notes which, in the case of Notes issued by BES Finance, will be guaranteed on a subordinated basis ("Dated Subordinated Notes") or (iii) undated subordinated Notes which, in the case of Notes issued by BES Finance, will be guaranteed on a subordinated basis ("Undated Subordinated Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €20,000,000,000 or such greater amount as may be agreed from time to time in accordance with the terms of the Programme Agreement (or its equivalent in other currencies calculated as described herein). The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 5 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF') in its capacity as competent authority under the Luxembourg Act dated 10th July, 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche of Notes will be set forth in the final terms (the "Final Terms") which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, and the relevant Dealer. Each Issuer may also issue unlisted Notes. In the case of Notes held through Interbolsa-Sociedade Gestora de Sistemas de Liquidacao e de Sistemas Centralizados de Valores Mobiliarios, S.A. ("Interbolsa") (each an 'interbolsa Note") the Notes of each Tranche will be in dematerialised book-entry form and will either be bearer Notes (ao ponadof) or registered Notes (nominativas), as specified in the applicable Final Terms. The Notes of each Tranche (other than Interbolsa Notes) will be in bearer form. Bearer Notes other than Interbolsa Notes will (unless otherwise specified in the applicable Final Terms) initially be represented by a temporary global Note, which may be in new global note form, which will be exchangeable either for interests in a permanent global Note or for definitive Notes, as indicated in the applicable Final Terms, all as further described in "Form of the Notes" below. The relevant Issuer, the Bank, acting through its London branch, (where the relevant Issuer is BES Finance) and (in respect of Notes other than Interbolsa Notes) the Trustee may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to this Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arranger HSBC Dealers BANCA JMI BANCO ESPfRITO SANTO BARCLAYS CAPITAL BNP PARIBAS CALYON CREDIT AGRICOLECIB CITI CREDIT SUISSE DEUTSCHE BANK DRESDNER KLEINWORT GOLDMAN SACHS INTERNATIONAL HSBC J.P. MORGAN LANDESBANK BADEN - WURTTEMBERG MERRILL LYNCH INTERNATIONAL MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC ' MORGAN STANLEY NOMURA INTERNATIONAL SOCIETE GENERALE CORPORATE & INVESTMENT BANKING THE ROYAL BANK OF SCOTLAND UNICREDIT (HVB) UBS INVESTMENT BANK The date of this Prospectus is 18th February, 2009. This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the 'Yrospectus Directive"). RESPONSD3ILITY STATEMENT Each of BES Finance and the Bank accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of BES Finance and the Bank (each having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the persons (if any) named in or identifiable in accordance with the applicable Final Terms as an Authorised Offeror, as the case may be. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. Neither the Dealers nor the Trustee have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by BES Finance or the Bank in connection with the Programme or the Notes or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of BES Finance and the Bank under the Programme. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by BES Finance, the Bank, the Trustee or any of the Dealers. Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an invitation or offer by BES Finance, the Bank, the Trustee or any of the Dealers that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of BES Finance and/or the Bank. The delivery of this Prospectus does not at any time imply that the information contained herein concerning BES Finance and/or the Bank is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of BES Finance or the Bank during the life of the Programme.
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