Bond BNP Paribas SA 4.375% ( US05581KAA97 ) in USD

BNP Paribas SA

99.64 % ▲

France

US05581KAA97 ( in USD )

4.375% per year ( payment 2 times a year)

27/09/2025

Prospectus brochure of the bond BNP Paribas US05581KAA97 en USD 4.375%, maturity 27/09/2025

200 000 USD

1 000 000 000 USD

05581KAA9

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

28/09/2025 ( In 128 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 US05581KAA97, pays a coupon of 4.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/09/2025

The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code US05581KAA97, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code US05581KAA97, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

EXECUTION VERSION
PRICING SUPPLEMENT (To prospectus supplement dated August 7, 2015, product supplement dated June 5, 2015 and base prospectus dated May 13, 2015)

$1,000,000,000 Fixed Rate Tier 2 Subordinated Notes Due September 28, 2025

September 21, 2015

This Pricing Supplement should be read together with the accompanying product supplement dated June 5, 2015 ("Product Supplement"), prospectus supplement dated
August 7, 2015 ("Prospectus Supplement") and base prospectus dated May 13, 2015 ("Base Prospectus", and together with the Product Supplement and the Prospectus
Supplement, the "Base Documents") and the documents incorporated by reference therein. Terms used in this Pricing Supplement are described or defined in the Base
Documents. The Subordinated Notes will have terms described in the Base Documents, as supplemented by this Pricing Supplement. If the terms described in this
Pricing Supplement are different or inconsistent with those described in the Base Documents, the terms described in this Pricing Supplement will supersede. Before
you decide to invest we urge you to read this Pricing Supplement together with the Base Documents, which can be accessed via the following uniform resource locator:
http://eqdpo.bnpparibas.com/USMTNPD.

Issuer: BNP Paribas
Issue Yield: 4.494% per annum.
Issuer Rating: A1/A+/A+.*
Issue Spread to Pricing Benchmark: 2.300%
Expected Rating of the Subordinated Notes: Baa2/BBB/A.**
Interest Payment Date(s): March 28 and September 28 of each year, commencing
Principal Amount: $1,000,000,000.
on March 28, 2016, and ending on the Maturity Date.
Issue Price: 99.050% or $990,500,000.
Interest Calculation Period: The Interest Amount, if any, will be payable semi-
Net Proceeds: 98.625% or $986,250,000.
annually in arrears on each Interest Payment Date. The first Interest Calculation
Pricing Date: September 21, 2015.
Period will begin on, and include September 28, 2015, and end on, but exclude, the
Issue Date: September 28, 2015.
first Interest Payment Date. Subsequent Interest Calculation Periods will begin on,
Maturity Date: September 28, 2025.
and include, the most recent Interest Payment Date and end on, but exclude, the next
Redemption Amount: 100% of the Principal Amount of the Subordinated
succeeding Interest Payment Date.
Notes, plus accrued interest thereon.
Bail-in Power: By its acquisition of the Subordinated Notes, each Noteholder
Redemption: The Issuer may at any time redeem the Subordinated Notes in
acknowledges, accepts, consents and agrees to be bound by the effect of the exercise
whole at par, together with accrued interest, upon the occurrence of a Capital
of the Bail-In Power by a Relevant Resolution Authority.
Event, Tax Deduction Event, Withholding Tax Event or Gross-Up Event
Business Day Convention: Following.
(subject to Condition 5(m) (Conditions to Redemption of Subordinated
Day Count Fraction: 30/360, unadjusted.
Notes Prior to Maturity Date)).
Business Day: London, New York, EUR.
Status: Subordinated. See "Additional Information" below.
Lead Manager: BNP Paribas Securities Corp.
Type of Notes: Fixed Rate.
Joint Lead Managers: BBVA Securities Inc., Danske Bank A/S, Scotia Capital
Type of Security: Tier 2 Subordinated Notes.
(USA) Inc., TD Securities (USA) LLC
Rate of Interest: 4.375%.
Co-managers: Banco Bradesco BBI S.A., BB Securities Ltd.
Benchmark: 2.194%, U.S. Treasury 2.000% due August 2025.
Calculation Agent: BNP Paribas Securities Corp.
Denominations: $200,000 and integral multiples of U.S. $1,000 in excess thereof.
CUSIP: 144A: 05581KAA9, Regulation S: 05581LAA7
ISIN: 144A: US05581KAA97; Regulation S: US05581LAA70;
Series: 2053
* BNP Paribas' senior notes are rated "A1" (stable outlook) by Moody's Investors Service Ltd, "A+" (negative outlook) by Standard and Poor's Ratings Group, and
"A+" (stable outlook) by Fitch Ratings.
**"Baa2" by Moody's Investors Service Ltd, "BBB" by Standard and Poor's Ratings Group, and "A" by Fitch Ratings.
A rating (1) is subject to downward revision, suspension or withdrawal at any time by the assigning rating organization, (2) does not take into account market risk or
the performance-related risks of the investment, and (3) is not a recommendation to buy, sell or hold securities. In this respect, on September 18, 2015, Moody's
Investors Service Ltd. downgraded the rating of French government bonds from Aa1 to Aa2 with a stable outlook. While this downgrade does not
automatically affect the Issuer's credit rating, it is conceivable that it could lead a credit rating agency to lower its rating of the Issuer's outstanding and
newly issued bonds.
Certain Senior Co-Lead Managers and Co-Lead Managers may not be U.S. registered broker-dealers and therefore may not make sales of any notes in the United
States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that any such Senior Co-Lead Manager or Co-Lead Manager
intends to effect sales of the Subordinated Notes in the United States, they will do so only through one or more U.S. registered broker-dealers or otherwise as
permitted by applicable U.S. law.
________________________________________________

The Issuer has not been registered under the Investment Company Act of 1940, as amended, and the Subordinated Notes have not been, and will
not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the state securities laws of any state of the United States or the
securities laws of any other jurisdiction and are being offered pursuant to the registration exemption under Rule 144A and Regulation S of the Securities
Act.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the
Subordinated Notes or determined that this Pricing Supplement is truthful or complete. Any representation to the contrary is a criminal offense. Under no
circumstances shall this Pricing Supplement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

The Subordinated Notes constitute unconditional liabilities of the Issuer. The Subordinated Notes are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.
__________________________
BNP PARIBAS

ADDITIONAL INFORMATION

You should read this Pricing Supplement together with the Base Documents.

This Pricing Supplement, together with the Base Documents, contains the terms of the Subordinated Notes
and supersedes all prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in "Risk Factors" in the Base Documents (including, in particular, the Risk Factors included under
the heading "Risk Factors" in the Base Prospectus and the Risk Factors included under the heading "Risks Relating
to All Notes" in the Product Supplement).

An investment in the Subordinated Notes entails significant risks relating to the Subordinated Notes not
associated with similar investments in a conventional debt security, including those described below. You should
read the following information about these risks, together with the other information in this Pricing Supplement,
before investing in the Subordinated Notes. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the Subordinated Notes.

Status of the Subordinated Notes

Ranking of Subordinated Notes as long as Existing Subordinated Notes are outstanding. For so long as any Existing
Subordinated Note (as defined in the Base Prospectus) is outstanding, the Subordinated Notes will constitute direct,
unconditional, unsecured and subordinated obligations of the Issuer and will rank pari passu among themselves and
pari passu with all other present and future direct, unconditional, unsecured and ordinary subordinated indebtedness
of the Issuer. Subject to applicable law, in the event of the voluntary liquidation of the Issuer, bankruptcy
proceedings, or any other similar proceedings affecting the Issuer, the rights to payment of the holders of the
Subordinated Notes will be subordinated to the full payment of the unsubordinated creditors (including depositors)
of the Issuer and, subject to such payment in full, a holder of the Subordinated Notes issued by the Issuer will be
paid in priority to prêts participatifs granted to the Issuer, titres participatifs issued by the Issuer and any Undated
Deeply Subordinated Notes (as defined in the Base Prospectus) (obligations dites "super subordonnées" i.e.
engagements subordonnés de dernier rang) issued by the Issuer. The Subordinated Notes of the Issuer are issued
pursuant to the provisions of Article L. 228-97 of the French Commerce Code (Code de commerce).

Ranking of Subordinated Notes once no Existing Subordinated Notes are outstanding. Upon redemption or
repurchase and cancellation of all of the Existing Subordinated Notes, the Subordinated Notes will constitute direct,
unconditional, unsecured and subordinated obligations of the Issuer and will rank pari passu among themselves and
pari passu with (I) any obligations or instruments of the Issuer which constitute Tier 2 Capital (as defined in the
Base Prospectus); and (II) any other obligations or instruments of the Issuer that rank or are expressed to rank
equally with the Subordinated Notes. Subject to applicable law, in the event of the voluntary liquidation of the
Issuer, bankruptcy proceedings, or any other similar proceedings affecting the Issuer, the rights to payment of a
holder of the Subordinated Notes will be (a) subordinated to the full payment of (i) the unsubordinated creditors of
the Issuer and (ii) the Eligible Creditors (as defined in the Base Prospectus) of the Issuer; and (b) will be paid in
priority to any prêts participatifs granted to the Issuer, titres participatifs issued by the Issuer and any deeply
subordinated obligations of the Issuer (obligations dites "super subordonnées" i.e. engagements subordonnés de
dernier rang). The Subordinated Notes of the Issuer are issued pursuant to the provisions of Article L. 228-97 of the
French Commerce Code.