Bond BNP Paribas SA 7.57% ( FR0010662023 ) in EUR

Issuer BNP Paribas SA
Market price refresh price now   100 %  ⇌ 
Country  France
ISIN code  FR0010662023 ( in EUR )
Interest rate 7.57% per year ( payment 1 time a year)
Maturity Perpetual



Prospectus brochure of the bond BNP Paribas FR0010662023 en EUR 7.57%, maturity Perpetual


Minimal amount /
Total amount /
Next Coupon 18/09/2026 ( In 282 days )
Detailed description 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 EUR, with the ISIN code FR0010662023, pays a coupon of 7.57% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual









EUR 100,000,000 Undated Deeply Subordinated Non-Cumulative Notes
The Proceeds of Which Constitute Tier 1 Regulatory Capital
Issue Price: 100%

The EUR 100,000,000 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 7.570% per annum from and including September 18,
2008 (the "Issue Date") to but excluding September 18, 2018, payable annually in arrears on a non-cumulative basis on September 18 of each
year, commencing on September 18, 2009, and thereafter at a floating rate equal to 3-month Euribor plus a margin equal to 3.925% per annum,
payable quarterly in arrears on March 18, June 18, September 18 and December 18 of each year, commencing on December 18, 2018.
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 September 18, 2018 and on
any interest payment date thereafter. 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 euro 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 official list of 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 "Aa3" by Moody's Investors Service, Inc., "AA-" 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 EUR 50,000 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
Manager
Structuring Advisor

The date of this Prospectus is September 16, 2008.







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 that 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, and references herein to this
Prospectus include the documents incorporated by reference herein.

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 Manager (as defined in "Subscription and Sale" below) has 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 Manager 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 Manager accepts 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 Manager 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 Manager 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
Manager. 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 Manager has 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 Manager 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.

This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to
ii





subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any of its contents.


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")).


iii






TABLE OF CONTENTS
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES ............................................... 1
RISK FACTORS...................................................................................................................................... 11
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 19
TERMS AND CONDITIONS OF THE NOTES ................................................................................... 21
USE OF PROCEEDS............................................................................................................................... 39
RECENT DEVELOPMENTS................................................................................................................. 40
TAXATION .............................................................................................................................................. 60
SUBSCRIPTION AND SALE................................................................................................................. 62
GENERAL INFORMATION ................................................................................................................. 65

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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:
EUR 100,000,000 Undated Deeply Subordinated Non-Cumulative
Notes (the "Notes").

Manager:
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 non-syndicated basis.

Denomination:
EUR 50,000 per Note.

Original Principal Amount:
EUR 50,000 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. Transfers 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 and future Parity Securities (as defined
below), but shall be subordinated to the present and future prêts
1





participatifs granted to the Issuer, titres participatifs issued by the
Issuer, Ordinarily Subordinated Obligations (as defined below) and
Unsubordinated Obligations (as defined below) of the Issuer. In the
event of liquidation of the Issuer, 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 the 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' US$1,350,000,000 Undated
Deeply Subordinated Non-Cumulative Notes issued on June 29, 2005,
its EUR 1,000,000,000 Undated Deeply Subordinated Non-Cumulative
Notes issued on October 17, 2005, its US$400,000,000 Undated Deeply
Subordinated Non-Cumulative Notes issued on October 17, 2005, its
EUR 750,000,000 Undated Deeply Subordinated Non-Cumulative
Notes issued on April 12, 2006, its 450,000,000 Undated Deeply
Subordinated Non-Cumulative Notes issued on April 19, 2006, its
EUR 150,000,000 Undated Deeply Subordinated Non-Cumulative
Notes issued on July 13, 2006, its 325,000,000 Undated Deeply
Subordinated Non-Cumulative Notes issued on July 13, 2006, its
EUR 750,000,000 Undated Deeply Subordinated Non-Cumulative
Notes issued on April 13, 2007, its US$600,000,000 Undated Deeply
Subordinated Non-Cumulative Notes issued on June 6, 2007, its
US$1,100,000,000 Undated Deeply Subordinated Non-Cumulative
Notes issued on June 25, 2007, its 200,000,000 Undated Deeply
Subordinated Non-Cumulative Notes issued on October 23, 2007, its
EUR 500,000,000 Undated Deeply Subordinated Non-Cumulative
Notes issued on June 30, 2008, its EUR 650,000,000 Undated Deeply
Subordinated Non-Cumulative Notes issued on September 11, 2008,
and any claims under the support agreements relating to (i) BNP Paribas
Capital Preferred L.L.C.'s 9.003% Noncumulative Company Preferred
Securities, (ii) BNP Paribas Capital Preferred III L.L.C.'s 6.625%
Noncumulative Company Preferred Securities, (iii) BNP Paribas Capital
Preferred IV L.L.C.'s 6.342% Noncumulative Company Preferred
Securities and (iv) 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,
2





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.


"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 7.570% per annum from, and including, September 18, 2008 (the
"Issue Date") to, but excluding, the First Call Date payable annually in
arrears on a non-cumulative basis on September 18 of each year (each a
"Fixed Rate Interest Payment Date"), commencing on September
18, 2009.



Thereafter, the Notes will bear interest on their Current Principal
Amount at a floating rate equal to 3-month Euribor plus a margin equal
to 3.925% per annum payable quarterly in arrears on a non-cumulative
basis on March 18, June 18, September 18 and December 18 of each
year (each a "Floating Rate Interest Payment Date" and together with
each Fixed Rate Interest Payment Date, an "Interest Payment Date"),
commencing on December 18, 2018. For the avoidance of doubt, the
Floating Interest Rate is equivalent to the Fixed Interest Rate following
conversion of the Fixed Interest Rate into a floating interest rate using
the mid-market interest rate swap rate in EUR as quoted at the time of
pricing for a period equivalent to the Fixed Rate Interest Period, plus
one percent.


"First Call Date" means September 18, 2018.


"Fixed Rate Interest Period" means the period beginning on (and
3





including) the Issue Date and ending on (but excluding) the first Fixed
Rate Interest Payment Date and each successive period beginning on
(and including) a Fixed Rate Interest Payment Date and ending on (but
excluding) the next succeeding Fixed Rate Interest Payment Date.



"Floating Rate Interest Period" means the period beginning on (and
including) the First Call Date and ending on (but excluding) the first
Floating Rate Interest Payment Date and each successive period
beginning on (and including) a Floating Rate Interest Payment Date and
ending on (but excluding) the next succeeding Floating Rate Interest
Payment Date.



"Interest Period" means a Fixed Rate Interest Period or a Floating Rate
Interest Period, as the case may be.


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.


For so long as the provisions set forth below under "Mandatory Interest
Payment" do not apply, the Issuer may elect not to pay interest on any
Interest Payment Date, in particular with a view to restoring its
regulatory capital in order to ensure the continuity of its activities
without weakening its financial structure.


Any amount of interest, excluding Broken Interest (as defined below),
not so paid on an Interest Payment Date shall be forfeited and shall no
longer be due and payable by the Issuer.


Furthermore, the Issuer shall be required not to pay interest on the
Notes, subject to the provisions set forth below under "Mandatory
Interest Payment", if, on or at any time prior to the fifth Business Day
prior to such Interest Payment Date, a Capital Deficiency Event (as
defined below) has occurred or would occur upon payment of the
interest due on such Interest Payment Date.


Notice of non-payment of interest on the Notes on any Interest Payment
Date in accordance with the above provisions (an "Interest Non-
Payment Notice") shall be given to the Noteholders no later than two
Business Days prior to the relevant Interest Payment Date. Furthermore,
payment of any Broken Interest (as defined below) will not be made on
such Interest Payment Date.


For the avoidance of doubt, the occurrence of a Capital Deficiency
Event and any resulting notice will be effective only with respect to the
interest amount due on the immediately following Interest Payment
Date. As appropriate, the Issuer will make a new determination and
deliver other notice(s) with respect to any subsequent Interest Payment
4





Date in relation to which a Capital Deficiency Event is continuing or
occurs again.


The amount of Broken Interest may be reduced pursuant to the
provisions set forth below under "Loss Absorption". At the option of the
Issuer, any Broken Interest, to the extent not reduced to absorb losses,
may be paid on the first Interest Payment Date after the end of a Capital
Deficiency Event. Any Broken Interest not paid by the Issuer on such
Interest Payment Date shall be forfeited.


"Broken Interest" means, with respect to the period from (and
including) the immediately preceding Interest Payment Date (or in the
case of the first Interest Payment Date, the Issue Date) to (but
excluding) the date of the occurrence of a Capital Deficiency Event, the
amount of interest accrued on the Notes during such period as
calculated by the Calculation Agent.


"Capital Deficiency Event" means the first date on which either of the
following events occurs:


(a)
the total risk-based consolidated capital ratio of the Issuer,
calculated in accordance with Applicable Banking Regulations,
falls below the minimum percentage required by Applicable
Banking Regulations; or


(b)
the Issuer is notified by the SGCB, or its successor or any other
relevant regulatory authority by which the Issuer is then-
supervised (the "Relevant Banking Regulator"), that it has
determined, in its sole discretion, in view of the deteriorating
financial condition of the Issuer, that the foregoing paragraph (a)
of this definition would apply in the near term.


"Applicable Banking Regulations" means, at any time, the capital
adequacy regulations then in effect of the regulatory authority in the
French Republic (or if the Issuer becomes domiciled in a jurisdiction
other than the French Republic, such other jurisdiction) that are
applicable to the Issuer.


Mandatory Interest Payment


In the event that during the one-year period prior to any Interest
Payment Date any of the following events occurs:


(i) a declaration or payment of a dividend, or a payment of any nature
by the Issuer on any Equity Securities (other than (x) a dividend or other
distribution paid on the ordinary shares of the Issuer consisting solely of
newly-issued ordinary shares, or (y) a redemption, repurchase or
acquisition of any Equity Securities); or


(ii) a payment of any nature by the Issuer on any Parity Securities
(other than (x) a Reinstatement (as defined under "Reinstatement"
below), or (y) any payment on any Parity Securities that was required to
be made as a result of a dividend or other payment having been made on
any Equity Securities or Parity Securities, or (z) a redemption,
repurchase or acquisition of any Parity Securities);
5







then irrespective of whether an Interest Non-Payment Notice has been
delivered and is outstanding, the Issuer shall be required to pay interest
on the Notes accrued in respect of the Interest Period ending
immediately prior to such Interest Payment Date (such payment, a
"Mandatory Interest Payment" and such date a "Mandatory Interest
Payment Date"); provided, however, that if a Capital Deficiency Event
occurred during the Interest Period immediately preceding such Interest
Payment Date, such Interest Payment Date shall only be a Mandatory
Interest Payment Date if such Capital Deficiency Event occurred prior
to the relevant event described in sub-paragraph (i) or (ii) of this
section.


The interest amount payable on each Note in relation to a Mandatory
Interest Payment will be calculated as follows:


(x)
if the Mandatory Interest Payment results from an event
described in sub-paragraph (i) of this section, it will be
calculated on the basis of the Current Principal Amount of
such Note; and


(y)
if the Mandatory Interest Payment results from an event
described in sub-paragraph (ii) of this section, it shall be
equal to the Notional Interest Amount.


"Notional Interest Amount" means, in respect of any Note, the amount
of interest which would have been payable, absent a voluntary or
automatic non-payment of interest pursuant to "Optional Non-Payment
of Interest" above, for the one-year period prior to, and including, such
Interest Payment Date, calculated on the basis of the Current Principal
Amount of such Note, multiplied by the Underlying Security Payment
Percentage, as calculated by the Issuer prior to the relevant Interest
Payment Date.


"Underlying Security" means the class of Parity Securities in respect
of which the payments made represent the highest proportion of the
payment which would have been payable during the one-year period
prior to, and including, the relevant Interest Payment Date.


"Underlying Security Payment Percentage" means the ratio,
calculated as a percentage, equal to (i) the payments effectively made on
the Underlying Security during the one-year period prior to, and
including, the relevant Interest Payment Date, divided by (ii) the
payment which would have been payable during such period on the
Underlying Security.

Loss Absorption:
In the event that, at any time, a Capital Deficiency Event has occurred,
the board of directors of the Issuer will convene an extraordinary
shareholders' meeting to be held during the three months following the
occurrence of such event in order to propose a share capital increase or
any other measure regarded as necessary or useful to remedy such event.
If a share capital increase or any such other proposed measure is not
adopted by the Issuer's extraordinary shareholders' meeting or if the
share capital increase is not sufficiently subscribed to remedy such event
in full, or if such event remains in effect at the end of the Quarter
following the Quarter during which the Capital Deficiency Event has
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