Bond BNP Paribas SA 6.25% ( FR0010239368 ) in USD

BNP Paribas SA

100 % ▼

France

FR0010239368 ( in USD )

6.25% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond BNP Paribas FR0010239368 en USD 6.25%, maturity Perpetual

2 000 USD

400 000 000 USD

F1063GJP6

N/A

17/10/2026 ( In 347 days )

BNP Paribas is a leading international banking group providing a wide range of financial services including retail banking, investment banking, asset management, and corporate and institutional banking to individuals, businesses, and governments worldwide.

The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code FR0010239368, pays a coupon of 6.25% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

BNP Paribas
US$ 400,000,000 Undated Deeply Subordinated Non-Cumulative Notes
The Proceeds of Which Constitute Tier 1 Regulatory Capital
Issue Price: 100%
The US$ 400,000,000 Undated Deeply Subordinated Non-Cumulative Notes (the "Notes") of BNP Paribas (the "Issuer" or the "Bank") will be
issued outside the French Republic and will bear interest at a fixed rate of 6.25% per annum from and including October 17, 2005 (the "Issue Date"),
payable annually in arrears on October 17 of each year, commencing on October 17, 2006.
Payment of interest on the Notes will be mandatory if the Issuer pays dividends on its ordinary shares and in certain other circumstances described
herein. Otherwise, the Issuer may elect, and in certain circumstances shall be required, not to pay interest falling due on the Notes. Any interest not paid
shall be forfeited and shall no longer be due and payable by the Issuer. Interest accrual may also be reduced if the Issuer's consolidated regulatory capital
falls below required levels and in certain other circumstances.
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject to the prior approval of the Secrétariat
général de la Commission bancaire ("SGCB") or its successor, be redeemed at par in whole or in part on October 17, 2011. In addition, the Notes may, in
case of certain tax or regulatory events, be redeemed at par at any time (in whole but not in part), subject to the prior approval of the SGCB. The principal
amount of the Notes may be written down to a minimum amount of one cent of one dollar if the Issuer incurs losses and certain regulatory capital events
occur, subject to restoration in certain cases described herein. The Notes are subordinated to substantially all of the Issuer's other obligations, including in
respect of ordinarily subordinated debt instruments. (See "Terms and Conditions of the Notes--Status of the Notes and Subordination".)
The Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") is the competent authority in Luxembourg for the purpose of
Directive n°2003/71/EC (the "Prospectus Directive") and the Luxembourg law on prospectuses for securities of July 10, 2005, for the purpose of approving
this Prospectus to give information with regard to the Issuer and the Notes. Application has been made in order for the Notes to be listed on the Luxembourg
Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is an EU-regulated market within the meaning
of Directive 2004/39/EC (the "EU-regulated market of the Luxembourg Stock Exchange"). References in this Prospectus to Notes being listed (and all
related references) shall mean that such Notes are intended to be admitted to trading on the EU-regulated market of the Luxembourg Stock Exchange and to
the official list of the Luxembourg Stock Exchange.
The Notes are expected to be assigned a rating of "A1" by Moody's Investors Service, Inc., "A+" by Standard & Poor's Ratings Services and
"AA-" by Fitch Ratings. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal
at any time by the relevant rating agency.
See "Risk Factors" below for certain information relevant to an investment in the Notes.
The Notes have been accepted for clearance through Euroclear France S.A. ("Euroclear France"), Clearstream Banking, société anonyme
("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"). The Notes will on the Issue Date be
entered (inscription en compte) in the books of Euroclear France, which shall credit the accounts of the Account Holders (as defined in "Terms and
Conditions of the Notes--Form, Denomination and Title" below), including the depositary banks for Euroclear and Clearstream, Luxembourg.
The Notes will be issued in bearer form in the denomination of US$ 2,000 each. The Notes will at all times be represented in book-entry form
(dématérialisé) in the books of the Account Holders in compliance with Article L.211-4 of the French Code monétaire et financier. No physical document of
title will be issued in respect of the Notes.
This Prospectus has not been submitted to the approval of the Autorité des marchés financiers ("AMF").
THE NOTES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SEE "SUBSCRIPTION AND
SALE".
BNP PARIBAS UK LIMITED
BNP PARIBAS
Lead Manager and Sole Bookrunner
Structuring Advisor
BARCLAYS CAPITAL
CITIGROUP
HSBC
MERRILL LYNCH INTERNATIONAL
THE ROYAL BANK OF SCOTLAND
Senior Co-Lead Managers
BANKINTER
CREDIT MUTUEL CIC
DAIWA SECURITIES SMBC EUROPE
HSH NORDBANK AG
ING FINANCIAL MARKETS
JPMORGAN
KBC INTERNATIONAL GROUP
LEHMAN BROTHERS
MILLENNIUM BCP INVESTIMENTO
MORGAN STANLEY
RABOBANK INTERNATIONAL
UBM-UNICREDIT BANCA MOBILIARE
UBS INVESTMENT BANK
Co-Lead Managers
The date of this Prospectus is October 14, 2005.

The Issuer accepts responsibility for the information contained in this Prospectus. The Issuer declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the
best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such
information.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference as
described in "Documents Incorporated by Reference" below. This Prospectus shall be read and construed on the basis
that such documents are so incorporated and form part of this Prospectus.
Information contained in this Prospectus which is sourced from a third party has been accurately reproduced
and, as far as the Issuer is aware and is able to ascertain from information published by the relevant third party, no facts
have been omitted which would render the reproduced information inaccurate or misleading. The Issuer has also
identified the source(s) of such information.
The Managers (as defined in "Subscription and Sale" below) have not separately verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility is accepted by the Managers as to the accuracy or completeness of the information contained in this
Prospectus or any other information provided by the Issuer in connection with the Notes. The Managers accept no
liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in
connection with the Notes.
No person is authorized to give any information or to make any representation not contained in or not
consistent with this Prospectus in connection with the issue and sale of the Notes and any information or representation
not contained herein must not be relied upon as having been authorized by or on behalf of the Issuer. Neither the
delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that the information herein is correct as at any time subsequent to the date hereof.
This Prospectus comprises a prospectus for the purposes of (i) Article 5.3 of the Prospectus Directive and
(ii) the relevant implementing measures in the Grand Duchy of Luxembourg and, in each case, for the purpose of
giving information with regard to the Issuer.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or
the Managers or any affiliate of any of them to subscribe for or purchase, any Notes in any jurisdiction by any person
to whom it is unlawful to make such an offer, invitation or solicitation in such jurisdiction. The distribution of this
Prospectus and the offering or sale of the Notes in certain jurisdictions, including the United States, the United
Kingdom and the French Republic, may be restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers and sales of Notes and distribution of this Prospectus, see "Subscription and
Sale" below. No person is authorized to give any information or to make any representation other than those contained
in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorized by or on behalf of the Issuer or the Managers. The
delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any time
subsequent to its date. In making an investment decision regarding the Notes, prospective investors must rely on their
own independent investigation and appraisal of the Issuer, its business and the terms of the offering, including the
merits and risks involved. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each
prospective investor should consult its own advisers as to legal, tax, financial, credit and related aspects of an
investment in the Notes. The Managers have not 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
Managers as to the accuracy or completeness of the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution. This
Prospectus may only be used for the purposes for which it has been published.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")).
This Prospectus contains forward-looking statements. Statements that are not historical facts, including
statements about the Issuer's beliefs and expectations, are forward-looking statements. These statements are
based on current plans, estimates and projections, and therefore undue reliance should not be placed on them.
Forward-looking statements speak only as of the date they are made, and the Issuer undertakes no obligation to
update publicly any of them in light of new information or future events.
In connection with this issue, BNP Paribas UK Limited (the "Stabilizing Manager") or any person
acting for it may over-allot (provided that the aggregate principal amount of Notes allotted does not exceed
105% of the aggregate nominal amount of the Notes) or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilizing Manager (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization
action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes.
2

PRESENTATION OF FINANCIAL INFORMATION
Any reference in this Prospectus to the "Financial Statements" is to the consolidated financial
statements, including the notes thereto, of the Issuer and its consolidated subsidiaries (i) as of and for
the years ended December 31, 2004, 2003 and 2002 (the "Annual Financial Statements") and (ii) as
of and for the six months ended June 30, 2005 (the "Interim Financial Statements"). The Annual
Financial Statements are prepared in accordance with generally accepted accounting principles in
France ("French GAAP"), and the Interim Financial Statements are prepared in accordance with
international financial reporting standards ("IFRS"). The Issuer's fiscal year ends on December 31,
and references in the BNP Paribas disclosure to any specific fiscal year are to the twelve-month period
ended December 31 of such year.
The Issuer, and its consolidated subsidiaries taken as a whole (the "BNP Paribas Group" or
the "Group"), like all companies with securities listed on European securities exchanges, is required
by European Union directives to adopt IFRS as of January 1, 2005, with retroactive effect to January 1,
2004. The Issuer has prepared and published financial statements with respect to the year ended
December 31, 2004 in accordance with IFRS then in effect, and has published a simulation of the
effect on its 2004 financial statements of the application of IFRS as endorsed by the European Union
(which applies to financial statements for periods subsequent to January 1, 2005). The Interim
Financial Statements are prepared in accordance with IFRS. For a discussion of the Issuer's transition
to IFRS, investors should refer to the document entitled "Reference Consolidated Financial Statements
for Information to be Published in respect of the 2005 Financial Year", which sets out in detail the
effects of the transition to IFRS on the Group's financial statements for the year ended December 31,
2004, that the Group filed with the AMF on September 16, 2005.
In this Prospectus, unless otherwise specified or the context requires, references to "euro",
"EUR" and "" are to the single currency of the participating member states of the European Economic
and Monetary Union, and references to "dollar", "USD" and "US$" are to the lawful currency of the
United States of America.
In this Prospectus, all references to "billions" are references to one thousand million. Due to
rounding, the numbers presented throughout the Prospectus may not add up precisely, and percentages
may not reflect precisely absolute figures.
3

TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . .
8
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
BNP PARIBAS GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
CAPITAL ADEQUACY OF THE BNP PARIBAS GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
GOVERNMENTAL SUPERVISION AND REGULATION OF BNP PARIBAS IN FRANCE . . . . . .
94
MANAGEMENT OF THE BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
106
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
4

SUMMARY
This summary must be read as an introduction to this Prospectus. Any decision by any investor
to invest in the Notes should be based on a consideration of this Prospectus as a whole. The Issuer may
have civil liability in respect of this summary, but only if it is misleading, inaccurate or inconsistent when
read together with the other parts of this Prospectus. Where a claim relating to information contained in
this Prospectus is brought before a court in a European Economic Area State (an "EEA State"), the
plaintiff may, under the national legislation of the EEA State where the claim is brought, be required to
bear the costs of translating this Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" herein shall have the
same meanings in this summary.
Description of Issuer
The Group is one of the top global players in financial services, conducting retail, corporate
and investment banking, private banking, asset management, insurance and specialized and other
financial activities throughout the world. According to rankings published in July 2004 by "The
Banker" (based on 2003 figures):
·
based on total assets, the Group was the second largest banking group in France, the fifth
largest in Europe, and the seventh largest in the world; and
·
based on Tier 1 capital, the Group was the second, fourth and tenth largest banking group
in France, Europe and the world, respectively.
The Group is a leading European provider of corporate and investment banking products and
services and a leading provider of private banking and asset management products and services
throughout the world. It provides retail banking and financial services to over 20 million individual
customers throughout the world, in particular in Europe and the western United States.
The Group has offices in more than 85 countries. At December 31, 2004, the Group had
consolidated assets of 905.9 billion (compared to 783.1 billion at December 31, 2003), consolidated
gross total customer items of 266.9 billion (compared to 231.5 billion at December 31, 2003),
consolidated customer deposits (including retail and negotiable certificates of deposit) of 328.3 billion
(compared to 282.6 billion at December 31, 2003) and shareholders' equity (Group share including
income for the 2004 fiscal year) of 30.2 billion (compared to 28.3 billion at December 31, 2003).
Net income, before taxes, non-recurring items and amortization of goodwill for the year ended
December 31, 2004 was 7.6 billion (compared to 6.3 billion for the year ended December 31, 2003).
Net income, Group share, for the year ended December 31, 2004 was 4.7 billion (compared to
3.8 billion for the year ended December 31, 2003).
The Group currently has long-term senior debt ratings of "Aa2" with stable outlook from
Moody's Investors Service, Inc. ("Moody's"), "AA" with stable outlook from Standard and Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's") and "AA"
with stable outlook from Fitch Ratings. Moody's has also assigned the Bank a Bank Financial Strength
rating of "B+" and Fitch Ratings has assigned the Bank an individual rating of "A/B".
The Group has three divisions: Retail Banking, Asset Management and Services and Corporate
and Investment Banking. Operationally, these divisions are organized into five core businesses (French
Retail Banking, International Retail Banking and Financial Services, Asset Management and Services,
Corporate and Investment Banking and BNP Paribas Capital), as summarized below.
The Notes
BNP Paribas is issuing US$ 400,000,000 Undated Deeply Subordinated Non-Cumulative
Notes outside the French Republic. The Notes will bear interest at a fixed rate of 6.25% per annum
5

from and including October 17, 2005 (the "Issue Date"), payable annually in arrears on October 17 of
each year, commencing on October 17, 2006.
Payment of interest on the Notes will be mandatory if the Issuer pays dividends on its ordinary
shares and in certain other circumstances described herein. Otherwise, the Issuer may elect, and in
certain circumstances shall be required, not to pay interest falling due on the Notes. Any interest not
paid shall be forfeited and shall no longer be due and payable by the Issuer. Interest accrual may also
be reduced if the Issuer's consolidated regulatory capital falls below required levels and in certain
other circumstances.
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but
subject to the prior approval of the Secrétariat général de la Commission bancaire ("SGCB") or its
successor, be redeemed at par in whole or in part on October 17, 2011. In addition, the Notes may, in
case of certain tax or regulatory events, be redeemed at par at any time (in whole but not in part), subject
to the prior approval of the SGCB. The principal amount of the Notes may be written down to a
minimum amount of one cent of one dollar if the Issuer incurs losses and certain regulatory capital events
occur, subject to restoration in certain cases described herein. The Notes are subordinated to substantially
all of the Issuer's other obligations, including in respect of ordinarily subordinated debt instruments.
Application has been made for the Notes to be listed on the Luxembourg Stock Exchange and
admitted to trading on the EU-regulated market of the Luxembourg Stock Exchange. The Notes are
expected to be assigned a rating of "A1" by Moody's Investors Service, Inc., "A+" by Standard &
Poor's Ratings Services and "AA-" by Fitch Ratings. A rating is not a recommendation to buy, sell or
hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the
relevant rating agency.
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfill its obligations under the
Notes. These are set out under "Risk Factors" herein, and include the following risk factors related to
the Issuer, its operations and its industry:
(i)
Unforeseen events can interrupt the Bank's operations and cause substantial losses and
additional costs;
(ii)
Four main categories of risks are inherent to the Group's activities:
·
Credit Risk.
Credit risk is the risk of financial loss relating to the failure of an
obligor to honor its contractual obligations;
·
Market and Liquidity Risk.
Market risk is the risk related to earnings, which arises
primarily from adverse movements of trading and non-trading market parameters;
liquidity risk, which is also referred to as funding risk, is the inability of the Bank to
meet its obligations at an acceptable cost in a given currency and location;
·
Operational Risk.
Operational risk corresponds to the risk of losses due to
inadequate or failed internal processes, or due to external events, whether deliberate,
accidental or natural occurrences;
·
Insurance Risk.
Insurance risk is the risk to earnings due to mismatches between
expected and actual claims;
(iii) An interruption in or a breach of the Bank's information systems may result in lost
business and other losses;
(iv) The Bank is subject to extensive supervisory and regulatory regimes in France, elsewhere
in Europe, the U.S., the Asia Pacific region and in the many countries around the world in
which it operates; and
6

(v)
The Group's businesses and earnings can be affected by the fiscal or other policies and
other actions of various regulatory authorities of France, other European Union or foreign
governments and international agencies. The nature and impact of future changes in such
policies and regulatory action are not predictable and are beyond the Group's control.
In addition, there are certain factors that are material for the purpose of assessing the risks
related to the Notes, including the following:
(i)
The Notes are deeply subordinated obligations, which are the most junior debt
instruments of the Issuer; in the event of liquidation, the Issuer's obligations under the
Notes rank in priority only to any payments to holders of its equity securities;
(ii)
The principal amount of the Notes may be reduced to absorb the losses of the Issuer;
(iii) For so long as the mandatory interest provisions of the Notes do not apply, the Issuer may
elect, and in certain circumstances shall be required, not to pay interest falling due on the
Notes on any Interest Payment Date, or to suspend interest payments, and this interest
may be forfeited;
(iv) There is no restriction on the amount of debt that the Issuer may issue or guarantee;
(v)
The Notes are undated securities in respect of which there is no fixed redemption or
maturity date; with certain exceptions, the Issuer is under no obligation to redeem the
Notes at any time;
(vi) The Notes may be redeemed at the option of the Issuer under certain circumstances and
there can be no assurance that, at the relevant time, Noteholders will be able to reinvest
the amounts received upon redemption at a rate that will provide the same return as their
investment in the Notes;
(vii) There is currently no existing market for the Notes, and there can be no assurance that
any market will develop for the Notes; and
(viii) A Noteholder's effective yield on the Notes may be diminished by the tax impact on that
Noteholder of its investment in the Notes.
7

SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the more detailed information included
elsewhere in this Prospectus. Capitalized terms used but not defined in this summary shall bear the
respective meanings ascribed to them under "Terms and Conditions of the Notes". Prospective investors
should also consider carefully, amongst other things, the factors set out under "Risk Factors".
Issuer:
BNP Paribas (the "Issuer" or the "Bank")
Description:
US$ 400,000,000 Undated Deeply Subordinated
Non-Cumulative Notes (the "Notes")
Bookrunner:
BNP Paribas UK Limited
Structuring Advisor:
BNP Paribas
Fiscal Agent, Principal Paying
Agent and Calculation Agent:
BNP Paribas Securities Services
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Method of Issue:
The Notes will be issued on a syndicated basis.
Denomination:
US$ 2,000 per Note.
Original Principal Amount:
US$ 2,000 per Note, which amount may be permanently
reduced in the event of a partial call as described below under
"Call from the First Call Date".
Current Principal Amount:
Equal to the principal amount of the Notes outstanding at any
time, calculated on the basis of the Original Principal Amount
of the Notes as such amount may be reduced pursuant to the
application of the loss absorption mechanism and/or reinstated
on one or more occasions, as described below under "Loss
Absorption" and "Reinstatement", respectively.
Maturity:
The Notes will be undated securities of the Issuer with no fixed
redemption or maturity date.
Form of the Notes:
The Notes will be issued in dematerialized bearer form (au
porteur). Title to the Notes will be evidenced in accordance
with Article L.211-4 of the French Code monétaire et financier
by book entries (inscription en compte) in the books of
Euroclear France, which shall credit, upon issue, the accounts
of account holders, including the depositary banks for
Clearstream, Luxembourg and Euroclear. Transfer of Notes
may only be effected through registration of the transfer in the
books of account holders. No physical document of title will be
issued in respect of the Notes.
Status of the Notes:
The Notes are deeply subordinated notes issued pursuant to the
provisions of Article L.228-97 of the French Code de
commerce.
The principal and interest on the Notes (which constitute
obligations under French law) constitute direct, unconditional,
unsecured, undated and deeply subordinated obligations (titres
subordonnés de dernier rang) of the Issuer and rank and will
rank pari passu among themselves and with all other present
8

and future Parity Securities (as defined below), but shall be
subordinated to the present and future prêts participatifs
granted to the Issuer, titres participatifs issued by the Issuer,
Ordinarily Subordinated Obligations (as defined below) and
Unsubordinated Obligations (as defined below). In the event of
liquidation, the Notes shall rank in priority to any payments to
holders of Equity Securities (as defined below).
There will be no limitations on issuing debt at the level of the
Issuer or of any consolidated subsidiaries.
"Equity Securities" means (a) the ordinary shares of the Issuer
and (b) any other class of the Issuer's share capital or other
securities of the Issuer ranking junior to the Parity Securities.
"Parity Securities" means (x) any deeply subordinated
obligations (titres subordonnés de dernier rang) or other
instruments issued by the Issuer which (i) rank, or are
expressed to rank, pari passu among themselves and with the
Notes and behind the prêts participatifs granted to the Issuer,
the titres participatifs issued by the Issuer, the Ordinarily
Subordinated Obligations and Unsubordinated Obligations and
(ii) meet the requirements to be eligible as Tier 1 Capital (as
defined below) of the Issuer, or (y) any claim against the Issuer
by any subsidiary of the Issuer under a support agreement,
guarantee or other agreement or instrument issued by the Issuer
in favor of any subsidiary of the Issuer that has issued or will
issue preferred securities or preferred or preference shares, the
proceeds of which issuance qualify as Tier 1 Capital of the
Issuer (for the avoidance of doubt, "Parity Securities" include,
without
limitation,
BNP
Paribas's
Undated
Deeply
Subordinated Non-Cumulative Notes issued on June 29, 2005
and any claims under the support agreements relating to (i)
BNP U.S. Funding L.L.C.'s 7.738% Noncumulative Preferred
Securities, Series A, (ii) BNP Paribas Capital Preferred
L.L.C.'s
9.003%
Noncumulative
Company
Preferred
Securities, (iii) BNP Paribas Capital Preferred II L.L.C.'s
7.00% Noncumulative Company Preferred Securities, (iv) BNP
Paribas Capital Preferred III L.L.C.'s 6.625% Noncumulative
Company Preferred Securities, (v) BNP Paribas Capital
Preferred IV L.L.C.'s 6.342% Noncumulative Company
Preferred Securities, (vi) BNP Paribas Capital Preferred V
L.L.C.'s 7.20% Noncumulative Company Preferred Securities
and (vii) BNP Paribas Capital Preferred VI L.L.C.'s 5.868%
Noncumulative Company Preferred Securities).
"Ordinarily
Subordinated
Obligations"
means
any
obligations (including any bonds or notes) of the Issuer which
constitute direct, unconditional, unsecured and subordinated
obligations of the Issuer and which at all times rank pari passu
and without any preference among themselves and equally and
ratably
with
any
other
existing
or
future
Ordinarily
Subordinated Obligations, behind Unsubordinated Obligations
but in priority to Equity Securities, the Notes, Parity Securities,
prêts participatifs granted to the Issuer and titres participatifs
issued by the Issuer.
9

"Unsubordinated
Obligations"
means
any
obligations
(including any bonds or notes) of the Issuer which constitute
direct,
unconditional,
unsecured
and
unsubordinated
obligations of the Issuer and which rank in priority to the
Ordinarily Subordinated Obligations.
Regulatory Treatment:
The proceeds of the issue of the Notes will be treated, for
regulatory purposes, as fonds propres de base of the Issuer
("Tier 1 Capital"). Fonds propres de base shall have the
meaning given to it in Article 2 of Règlement n° 90-02 dated
February 23, 1990, as amended, of the Comité de la
Réglementation
Bancaire
et
Financière
(the
"CRBF
Regulation"), or otherwise recognized as fonds propres de
base by the Secrétariat général de la Commission bancaire
("SGCB").
The
CRBF
Regulation
should
be
read
in
conjunction with the press release of the Bank for International
Settlements dated October 27, 1998 concerning instruments
eligible for inclusion in Tier 1 Capital (the "BIS Press
Release"). The French language version of the BIS Press
Release is attached to the report published annually by the
SGCB entitled "Modalités de calcul du ratio international de
solvabilité".
Negative Pledge:
There will be no negative pledge in respect of the Notes.
Events of Default:
There will be no events of default in respect of the Notes.
However, the Notes must be redeemed in the event of
liquidation of the Issuer, in an amount calculated on the basis of
the Original Principal Amount of the Notes.
Interest:
The Notes bear interest on their Current Principal Amount at a
fixed rate of 6.25% per annum from, and including,
October 17, 2005 (the "Issue Date"), payable annually in
arrears on a non-cumulative basis on October 17 of each year
(each
an
"Interest
Payment
Date"),
commencing
on
October 17, 2006.
"First Call Date" means October 17, 2011.
"Interest Period" means the period beginning on (and
including) the Issue Date and ending on (but excluding) the
first Interest Payment Date and each successive period
beginning on (and including) an Interest Payment Date and
ending on (but excluding) the next succeeding Interest Payment
Date.
Interest payments are subject to the provisions set forth below
under
"Interest
Payments",
"Loss
Absorption"
and
"Reinstatement".
Interest Payments:
Optional Non-Payment of Interest
On each Interest Payment Date, the Issuer shall pay interest on
the Notes accrued to that date in respect of the Interest Period
ending immediately prior to such Interest Payment Date, subject
to the provisions of the following paragraphs. The interest to be
paid will be calculated on the basis of the Current Principal
Amount of the Notes outstanding during any Interest Period.
10