Bond BNP Paribas SA 3.052% ( US09659X2K76 ) in USD

BNP Paribas SA

94.95 % ▲

France

US09659X2K76 ( in USD )

3.052% per year ( payment 2 times a year)

12/01/2031

Prospectus brochure of the bond BNP Paribas US09659X2K76 en USD 3.052%, maturity 12/01/2031

/

/

09659X2K7

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

13/01/2026 ( In 165 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.

This detailed financial overview pertains to a US Dollar-denominated bond, identified by the ISIN US09659X2K76 and CUSIP 09659X2K7, issued from France by BNP Paribas, a leading global banking and financial services group headquartered in Paris and recognized as one of the largest and most influential banks worldwide, offering a comprehensive suite of services across retail banking, corporate & institutional banking, and investment solutions. This specific fixed-income instrument currently trades on the market at 91.88% of its par value, bears a coupon interest rate of 3.052%, and is scheduled to mature on January 12, 2031, with interest payments distributed semi-annually; furthermore, its credit quality is assessed by prominent rating agencies, receiving an A- rating from Standard & Poor's and a Baa1 rating from Moody's.

PRICING SUPPLEMENT (To product supplement dated May 22, 2019 and base prospectus dated May 22, 2019 as supplemented by the prospectus supplement No.
1 dated August 2, 2019, the prospectus supplement No. 2 dated November 5, 2019 and the prospectus supplement No. 3 dated January 6, 2020)

U.S.$2,000,000,000 Fixed to Floating Rate Senior Non Preferred Notes Due 2031

January 6, 2020

This Pricing Supplement should be read together with the accompanying product supplement dated May 22, 2019 ("Product Supplement"), and base prospectus dated
May 22, 2019 as supplemented by the prospectus supplement No. 1 dated August 2, 2019, the prospectus supplement No. 2 dated November 5, 2019 and the prospectus
supplement No. 3 dated January 6, 2020 (together, the "Base Prospectus", and together with the Product 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 Senior Non Preferred 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.

Issuer: BNP Paribas
FIXED RATE PROVISIONS
Expected Rating of the Senior Non Preferred Notes: Baa1/A-/A+/
Benchmark Note: U.S. Treasury 1.750% due November 15, 2029.
A(High)*
Benchmark Yield: 1.802%.
Principal Amount: $2,000,000,000.
Issue Yield: 3.052% per annum.
Issue Price: 100%.
Issue Spread to Pricing Benchmark: 1.250%.
Pricing Date: January 6, 2020.
Interest Payment Dates: Semi-annually, on January 13 and July 13 of each year,
Issue Date: January 13, 2020.
commencing on July 13, 2020, up to and including the Optional Redemption Date.
Maturity Date: January 13, 2031.
Calculation of Interest Period: The Interest Amount, if any, will be payable semi-
Final Redemption Amount: 100% of the Principal Amount of the Senior
annually in arrears on each Interest Payment Date. The first Interest Period will begin
Non Preferred Notes plus accrued interest thereon to the date of redemption.
on, and include the Issue Date and end on, but exclude, the first Interest Payment
Early Redemption Amount: Final Redemption Amount.
Date. Subsequent Interest Periods will begin on, and include, the most recent Interest
Issuer Call: The Issuer may redeem the Notes in whole at their Early
Payment Date and end on, but exclude, the next succeeding Interest Payment Date.
Redemption Amount on the Optional Redemption Date, on not less than 5
Business Day Convention: Following Business Day Convention.
nor more than 30 days' notice (subject to Condition 5(q) (Conditions to
Day Count Fraction: 30/360 (unadjusted).
redemption prior to the Maturity Date or substitution and variation of Senior
FLOATING RATE PROVISIONS
Non Preferred Notes) of the Base Prospectus).
Manner in which the Rate of Interest is to be determined: Screen Rate
Optional Redemption Date: January 13, 2030.
Determination
Optional Redemption for Taxation Reasons or upon MREL/TLAC
Margin: 1.507%
Disqualification Event: The Issuer may at any time redeem the Senior Non
Business Day Convention: Modified Following Business Day Convention
Preferred Notes in whole at their Early Redemption Amount, upon the
Day Count Fraction: Actual/360 (Adjusted)
occurrence of a Withholding Tax Event, Gross-Up Event or MREL/TLAC
Reference Rate: SOFR, as calculated per below
Disqualification Event (subject to Condition 5(q) (Conditions to redemption
SOFR Calculation:
prior to the Maturity Date or substitution and variation of Senior Non
- Three-Month Term SOFR with fallback provisions in case Three-Month Term
Preferred Notes)).
SOFR cannot be determined or a SOFR Benchmark Transition Event has occurred in
Status: Senior Non Preferred (falling within the category of obligations
relation to the Reference Rate.
described in Articles L613-30-3-1-4 and R.613-28 of the French Monetary
- SOFR Benchmark Replacement: As set forth in the Terms and Conditions for the
and Financial Code). See "Additional Information" below.
Notes.
Substitution and Variation of Senior Non Preferred Notes: Subject to
- Relevant Time: 3:00 pm New York Time
having given notice to the Fiscal and Paying Agent and the Noteholders, if a
Reset Dates: The Three-Month Term SOFR rate will reset quarterly on the
MREL/TLAC Disqualification Event has occurred and is continuing, the
applicable Interest Payment Date, commencing on such Interest Payment Date for the
Issuer may, at its option, but subject to Condition 5(q) (Conditions to
relevant Interest Period, subject to the Three-Month Term SOFR Conventions.
redemption prior to the Maturity Date or substitution and variation of Senior
Interest Determination Date: Two U.S. Government Securities Business Days
Non Preferred Notes), substitute all (but not some only) of the Senior Non
preceding the Reset Date with respect to the next succeeding floating rate Interest
Preferred Notes or vary the terms of all (but not some only) of the Senior
Period, subject to the Three-Month Term SOFR Conventions.
Non Preferred Notes without any requirement for the consent or approval of
Interest Payment Dates: Interest payable quarterly each January 13, April 13, July
the Noteholders, so that they become or remain Qualifying Notes.
13 and October 13 in each year from (and including) the Interest Payment Date
Waiver of Set-Off: No Noteholder may at any time exercise or claim (and
falling on or nearest to April 13, 2030 to (and including) the Maturity Date, subject to
shall be deemed to have waived) any Waived Set-Off Rights against any
adjustment in accordance with the Business Day Convention set forth above.
right, claim, or liability the Issuer has or may have or acquire against such
Record Dates: With respect to each Interest Payment Date, the date that is one
Noteholder, directly or indirectly, howsoever arising.
Business Day prior to such Interest Payment Date, whether or not that Interest
No Events of Default: The terms of the Notes do not include events of
Payment Date is a Business Day; provided that for an Interest Payment Date that is
default. However Noteholders may, upon written notice to the Fiscal and
also the Maturity Date, the interest payable on that Interest Payment Date will be
Paying Agent, cause the Notes to become due and payable, together with
payable to the person to whom the principal is payable.
accrued interest thereon, as of the date on which said notice is received by
Statutory Write-Down or Conversion: By its acquisition of the Senior Non
the Fiscal and Paying Agent, in the event that an order is made or an
Preferred Notes, each Noteholder (which includes any current or future holder of a
effective decision is passed for the liquidation (liquidation amiable ou
beneficial interest in the Notes) acknowledges, accepts, consents and agrees to be
liquidation judiciaire) of the Issuer.
bound by the effect of the exercise of the Bail-In or Loss Absorption Power by a
Type of Notes: Fixed to Floating Rate.
Relevant Resolution Authority. The issuer is licensed as a credit institution in France
Type of Security: Senior Non Preferred Notes.
and as such subject to the resolution regime introduced by the EU Bank Recovery
Rate of Interest: From and including the Issue Date to but excluding the
and Resolution Directive 2014/59/EU of May, 15, 2014 (as amended from time to
Optional Redemption Date, the Notes will bear interest at a fixed rate of
time or such other directive as may come in effect in place thereof, including the EU
3.052% per annum. From and including the Optional Redemption Date to the
Directive 2019/879/EU of May 20, 2019). This regulation, among others, gives
Maturity Date, the Notes will bear interest at a floating rate of interest.
resolution authorities, in case the Issuer is failing or likely to fail, the power to amend

the key terms of the Notes (including but not limited to the maturity date or the
payment of interest), to write-down the claims of unsecured creditors of a failing
credit institution and to convert certain unsecured debt claims (including Notes) to
equity. In case of resolution of the Issuer, the claims under Notes could be reduced
(including to zero) or converted to equity.

S-1

Business Day: New York and TARGET2. TARGET2 refers to the Trans-European
Automated Real-Time Gross Settlement Express Transfer System.
Lead Manager: BNP Paribas Securities Corp.
Senior Co-Lead Managers: BBVA Securities Inc., ING Financial Markets LLC,
Santander Investment Securities Inc., Scotia Capital (USA) Inc., UniCredit Capital
Markets LLC.

Co-Lead Managers: BMO Capital Markets Corp., CIBC World Markets Corp.,
Desjardins Securities Inc., National Bank of Canada Financial Inc., Nykredit Bank
A/S, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC.
Calculation Agent: BNP Paribas Securities Corp.
Denominations: $200,000 and integral multiples of U.S. $1,000 in excess thereof.
CUSIP: 144A: 09659W2K9; Reg S: 09659X2K7.
ISIN: 144A: US09659W2K94; Reg S: US09659X2K76.
Series: 4402.
*"Baa1" by Moody's Investors Service Ltd, "A-" by Standard and Poor's Ratings Group, "A+" by Fitch Ratings and "A(High)" by DBRS.
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.
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 and Co-Lead Manager
intends to effect sales of the Senior Non Preferred Notes in the United States, it 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 Senior Non Preferred 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 only to qualified institutional buyers ("QIBs"), within the meaning of Rule 144A, pursuant
to the registration exemption under Rule 144A and outside the United States to non-"U.S. persons" in "offshore transactions" (as such terms are defined in
Rule 902 under the Securities Act) pursuant to Regulation S under the Securities Act.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Senior
Non Preferred 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 Senior Non Preferred Notes constitute unconditional liabilities of the Issuer. The Senior Non Preferred Notes are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

It is expected that delivery of the Senior Non Preferred Notes will be delivered against payment therefor on or about January 13, 2020, which
will be the fifth business day following the date of pricing of the Senior Non Preferred Notes (such settlement cycle being referred to herein as "T+5").
Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business
days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Non Preferred Notes more than
two business days prior to their date of delivery will be required, by virtue of the fact that the Senior Non Preferred Notes initially will settle in T+5, to
specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

The Senior Non Preferred Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation"), for offering or selling the Senior Non Preferred Notes or otherwise making them
available to retail investors in the EEA, has been or will be prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturer's product
approval process, the target market assessment in respect of the Senior Non Preferred Notes has led to the conclusion that: (i) the target market for the
Senior Non Preferred Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the
Senior Non Preferred Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the Senior Non Preferred Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Non Preferred Notes (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.

__________________________
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 Senior Non
Preferred 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
S-2

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, the Risk Factors included under the heading "Risks Relating to
All Notes" in the Product Supplement and the Risk Factors included in prospectus supplement no. 3 dated January 6,
2020).

An investment in the Senior Non Preferred Notes entails significant risks relating to the Senior Non
Preferred 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 Senior Non Preferred Notes. We urge you to consult your investment,
legal, tax, accounting and other advisors before you invest in the Senior Non Preferred Notes.

Status of the Senior Non Preferred Notes

The Notes will be Senior Non Preferred Obligations (as defined in the Base Prospectus) and are direct,
unconditional, unsecured and senior (chirographaires) obligations of the Issuer, and rank and will at all times rank
(a) senior to Eligible Creditors (as defined in the Base Prospectus) of the Issuer, Ordinarily Subordinated
Obligations (as defined in the Base Prospectus) and any other present or future claims otherwise ranking junior to
Senior Non Preferred Obligations; (b) pari passu among themselves and with other Senior Non Preferred
Obligations; and (c) junior to present and future claims benefiting from preferred exceptions including Senior
Preferred Obligations (as defined in the Base Prospectus). Subject to applicable law, in the event of the voluntary or
judicial liquidation (liquidation amiable ou liquidation judiciaire) of the Issuer, bankruptcy proceedings or any other
similar proceedings affecting the Issuer, the rights of Noteholders to payment under the Senior Non Preferred Notes
rank (a) junior to Senior Preferred Obligations; and (b) senior to any Eligible Creditors of the Issuer, Ordinarily
Subordinated Obligations and any other present or future claims otherwise ranking junior to Senior Non Preferred
Obligations.
Additional U.S. Tax Disclosure

The following paragraph amends and restates the second paragraph contained in the section "Taxation 
United States Federal Income Taxation United States Holders Consequences of Notes Characterized As Debt"
in the Base Prospectus.

United States holders that use an accrual method of accounting for tax purposes ("accrual method holders")
generally are required to include certain amounts in income no later than the time such amounts are reflected on
certain financial statements (the "book/tax conformity rule"). The application of the book/tax conformity rule thus
may require the accrual of income earlier than would be the case under the general tax rules described below. It is
not entirely clear to what types of income the book/tax conformity rule applies, or, in some cases, how the rule is to
be applied if it is applicable. However, recently released proposed regulations generally would exclude, among
other items, original issue discount and market discount (in either case, whether or not de minimis) from the
applicability of the book/tax conformity rule. Although the proposed regulations generally will not be effective until
taxable years beginning after the date on which they are issued in final form, taxpayers generally are permitted to
elect to rely on their provisions currently. Accrual method holders should consult with their tax advisors regarding
the potential applicability of the book/tax conformity rule to their particular situation.
S-3