Bond BNP Paribas SA 4.375% ( USF1R15XK516 ) in USD

BNP Paribas SA

100 % ▲

France

USF1R15XK516 ( in USD )

4.375% per year ( payment 2 times a year)

11/05/2026

Prospectus brochure of the bond BNP Paribas USF1R15XK516 en USD 4.375%, maturity 11/05/2026

200 000 USD

1 250 000 000 USD

F1R15XK51

BBB+ ( Lower medium grade - Investment-grade )

N/A

12/11/2025 ( In 173 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 USF1R15XK516, pays a coupon of 4.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/05/2026
The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code USF1R15XK516, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PRICING SUPPLEMENT (To prospectus supplement dated May 4, 2016, product supplement dated June 5, 2015 and base prospectus dated May 13, 2015)

$1,250,000,000.00 Fixed Rate Tier 2 Subordinated Notes Due May 12, 2026

May 5, 2016

This Pricing Supplement should be read together with the accompanying product supplement dated June 5, 2015 ("Product Supplement"), prospectus supplement dated
May 4, 2016 ("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
Interest Calculation Period: The Interest Amount, if any, will be payable semi-
Issuer Rating: A1/A/A+.*
annually in arrears on each Interest Payment Date. The first Interest Calculation
Expected Rating of the Subordinated Notes: Baa2/BBB+/A.**
Period will begin on, and include May 12, 2016, and end on, but exclude, the first
Principal Amount: $1,250,000,000.00.
Interest Payment Date. Subsequent Interest Calculation Periods will begin on, and
Issue Price: 99.824% or $1,247,800,000.
include, the most recent Interest Payment Date and end on, but exclude, the next
Net Proceeds: 99.399% or $1,242,487,500.
succeeding Interest Payment Date.
Pricing Date: May 5, 2016.
Statutory Write-Down or Conversion: By its acquisition of the Subordinated
Issue Date: May 12, 2016.
Notes, each Noteholder (which includes any current or future holder of a beneficial
Maturity Date: May 12, 2026.
interest in the Notes) acknowledges, accepts, consents and agrees to be bound by the
Redemption Amount: 100% of the Principal Amount of the Subordinated
effect of the exercise of the Bail-In Power by a Relevant Resolution Authority.
Notes, plus accrued interest thereon.
Business Day Convention: Following.
Redemption: The Issuer may at any time redeem the Subordinated Notes in
Day Count Fraction: 30/360, unadjusted.
whole at par, together with accrued interest, upon the occurrence of a Capital
Business Day: New York and TARGET2
Event, Tax Deduction Event, Withholding Tax Event or Gross-Up Event
TARGET2 refers to the Trans-European Automated Real-Time Gross Settlement
(subject to Condition 5(m) (Conditions to redemption of Subordinated Notes
Express Transfer System
prior to Maturity Date)).
Lead Manager: BNP Paribas Securities Corp.
Call Option: None.
Senior Co-Lead Managers: Banca IMI S.p.A.; RBS Securities, Inc.; Standard
Status: Subordinated. See "Additional Information" below.
Chartered Bank.
Type of Notes: Fixed Rate.
Co-Lead Managers: Banco Bradesco BBI S.A.; BB Securities Ltd.; Citigroup
Type of Security: Tier 2 Subordinated Notes.
Global Markets Inc.; Desjardins Securities Inc.; National Bank of Canada Financial
Rate of Interest: 4.375%.
Inc.; Rabo Securities USA, Inc.; Scotia Capital (USA) Inc.; TD Securities (USA)
Benchmark: 1.747%, U.S. Treasury 1.625% due February 15, 2026.
LLC.
Issue Yield: 4.397% per annum.
Calculation Agent: BNP Paribas Securities Corp.
Issue Spread to Pricing Benchmark: 2.650%
Denominations: $200,000 and integral multiples of U.S. $1,000 in excess thereof.
Interest Payment Date(s): May 12 and November 12 of each year, CUSIP: 144A: 05565A AR4; Reg S: F1R15X K51
commencing on November 12, 2016, and ending on the Maturity Date.
ISIN: 144A: US05565AAR41; Reg S: USF1R15XK516

Series: 2241
* BNP Paribas' senior notes are rated "A1" (stable outlook) by Moody's Investors Service Ltd, "A" (stable 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.
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 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
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, the Risk Factors included under the heading "Risk Factors" of
the Prospectus Supplement 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 (as defined in the Prospectus Supplement)
are outstanding. For so long as any Existing Subordinated Note 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, 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 but, subject to such payment in full, such holders of the Subordinated Notes 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 Prospectus Supplement) (obligations dites "super
subordonnées" i.e. engagements subordonnés de dernier rang) issued by the Issuer. The Subordinated Notes are
issued pursuant to the provisions of Article L. 228-97 of the French Commerce Code..

Ranking of Subordinated Notes once no Existing Subordinated Notes are outstanding. Upon redemption or
repurchase and cancellation of all of the Existing Subordinated Notes in whole, 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 (a) any obligations or instruments of the Issuer which constitute Tier 2
Capital (as defined in the Prospectus Supplement); and (b) 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 Prospectus Supplement) of the
Issuer; and (b) 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.