Bond BNP Paribas SA 7% ( XS0574956933 ) in AUD

BNP Paribas SA

100 % ▼

Belgium

XS0574956933 ( in AUD )

7% per year ( payment 1 time a year)

03/02/2016 - Bond has expired

Prospectus brochure of the bond BNP Paribas XS0574956933 in AUD 7%, expired

2 000 AUD

40 000 000 AUD

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 ( Belgium ) , in AUD, with the ISIN code XS0574956933, pays a coupon of 7% per year.
The coupons are paid 1 time per year and the Bond maturity is 03/02/2016

Base Prospectus

FORTIS BANK NV/SA
(INCORPORATED AS A PUBLIC COMPANY WITH LIMITED LIABILITY (NAAMLOZE
VENNOOTSCHAP/SOCIÉTÉ ANONYME) UNDER THE LAWS OF BELGIUM, ENTERPRISE NO. 0403.199.702,
REGISTER OF LEGAL ENTITIES OF BRUSSELS)
AND
BNP PARIBAS FORTIS FUNDING

(INCORPORATED AS A SOCIÉTÉ ANONYME UNDER THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG
REGISTERED WITH THE LUXEMBOURG REGISTRY OF COMMERCE AND COMPANIES UNDER NO. B 24,784)
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
FORTIS BANK NV/SA

EUR 30,000,000,000
Euro Medium Term Note Programme

Under this Euro Medium Term Note Programme (the "Programme"), FORTIS BANK NV/SA ("Fortis Bank") and BNP PARIBAS FORTIS FUNDING ("BP2F") and together with Fortis Bank, the "Issuers" and
each an "Issuer") may, from time to time, issue Euro Medium Term Notes (the "Notes"), subject to compliance with all relevant laws, regulations and directives and subject to obtaining any appropriate approval or
other consents. Notes issued by BP2F will be guaranteed on a subordinated or unsubordinated basis by Fortis Bank NV/SA (the "Guarantor").

This base prospectus (the "Base Prospectus") prepared in connection with the Programme constitutes two base prospectuses, the Fortis Bank Base Prospectus and the BP2F Base Prospectus (each as defined below)
and each a base prospectus for the purposes of Article 5.4 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered
to the public or admitted to trading (the "Prospectus Directive"), as revised, supplemented or amended from time to time by the Issuers and the Guarantor. As a result, Notes issued under the Programme may be offered
to the public or/and admitted to trading on a regulated market as more fully described below and subject to the relevant implementing measures of the Prospectus Directive in the relevant Member State. The term
"regulated market" as used herein shall mean a regulated market as defined in Directive 2004/39/EC on markets in financial instruments.

The Fortis Bank base prospectus (the "Fortis Bank Base Prospectus") will comprise this Base Prospectus with the exception of (a) the information in the sections entitled "Description of BNP Paribas Fortis
Funding.", "Risk Factors Additional Investment Considerations Relating to the Business of BP2F" and "Description of the Guarantee" and (b) the audited annual financial statements of BP2F for the financial years
ended 31 December 2008 and 31 December 2009. The BP2F base prospectus (the "BP2F Base Prospectus") will comprise this Base Prospectus.

Notes issued by BP2F under the Programme may be in the form of the new global note, the format for international debt securities which will ensure compliance of the Notes with European Central Bank ("ECB")
Standard 3 eligibility criteria for use as collateral in Eurosystem monetary operations. Notes issued by Fortis Bank will not be issued in the form of a new global note but, being deposited with the National Bank of
Belgium, will be eligible for use as collateral in Eurosystem monetary operations.

A general description of the Programme can be found on page 44. The aggregate principal amount of Notes outstanding from time to time will not exceed EUR 30,000,000,000 (or the equivalent in other currencies,
as calculated by reference to the aggregate principal amount of the Notes), subject to any duly authorised increase. The Notes will be issued on a continuous basis. The Notes may bear interest at a fixed or floating rate,
on a variable coupon amount basis or any combination of those or may be issued on a fully discounted basis and not bear interest, and the amount payable on the redemption of Notes may be fixed or variable. The Notes
may also be redeemed by delivery of shares, bonds or loans. Notes will be issued in series (each a "Series") having one or more issue dates and the same maturity date (if any), bearing interest (if any) on the same basis
and at the same rate and on terms otherwise identical. The length of interest periods, and the rate of interest in respect thereof, may differ from the length and the rate of interest in respect of subsequent or, as the case
may be, preceding interest periods. Each Series may be issued in tranches (each a "Tranche") on different issue dates. The specific terms of each Tranche will be set forth in a set of final terms to this Base Prospectus
which is the final terms document substantially in the relevant form set out in the section entitled "Forms of Final Terms" on page 297 which will be completed at the time of the agreement to issue each Tranche of
Notes and which will constitute final terms for the purposes of Article 5.4 of the Prospectus Directive (the "Final Terms").

The Issuers may redeem the Notes if certain changes in Luxembourg or Belgian taxation law occur or, if the Final Terms issued in respect of any Series so provides, in the circumstances set out in it. An Issuer and, if
applicable, the Guarantor, may agree with any Dealer (as defined below) that Notes may be issued, offered to the public, and/or admitted to trading on a regulated market in a form not contemplated by the Terms and
Conditions of the Notes described in this Base Prospectus, in which event a supplement to the Base Prospectus, or, if appropriate, a Drawdown Prospectus (as defined below), will be submitted for approval to the
relevant competent authority and will be made available.

In the case of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information
being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise.

Moreover, an investment in Notes issued under the Programme involves certain risks. Prospective investors and purchasers should consider the investment considerations set forth in the section entitled "Risk
Factors" on page 12 as well as the selling restrictions as set out in the section entitled "Plan of Distribution" on page 286.

This Programme has been rated by Moody's Investors Service Limited ("Moody's"), Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies Inc. ("S&P"), and Fitch IBCA. Nevertheless,
some Tranches of Notes issued under the Programme may be assigned a specific rating that will not necessarily be the same as the rating assigned to the Programme. A security rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change or withdrawal at any time by the relevant assigning rating agency.

This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of the Prospectus
Directive and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive, the Luxembourg Law dated 10 July 2005 on prospectuses for securities, and any
other relevant implementing legislation in Luxembourg for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months after the date of publication of
this Base Prospectus. Consequently Notes issued under the Programme may be offered to the public, in accordance with the requirements of the Prospectus Directive.

Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to listing on the official list and to trading on the regulated market of the Luxembourg Stock
Exchange (Bourse de Luxembourg) (the "Luxembourg Regulated Market") under the Prospectus Directive during the period of 12 months after the date of publication of this Base Prospectus. The Luxembourg
Regulated Market is a regulated market for the purposes of Directive 2004/39/EC. Application may also be made for Notes under the Programme to be admitted to trading on another regulated market or on the Euro
MTF, during the period of 12 months after the date of publication of this Base Prospectus. Application may also be made to the Swiss Exchange ("SIX") to approve this document as a Swiss listing prospectus and for
Notes issued under the Programme to be admitted to listing and/or trading on SIX. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed
with the Issuers.

The CSSF has been requested to provide the Belgian Banking Finance and Insurance Commission (Commission bancaire, financière et des assurances, the "CBFA") and the Italian Commissione Nazionale per le
Società e la Borsa ("CONSOB") (in their respective capacities as the relevant host Member States' (as defined below) competent authority for the purposes of the Prospectus Directive) with a certificate of approval
attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

- 1 -

The CSSF may be requested, from time to time, to provide certificates of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive to the competent authorities (for
the purposes of the Prospectus Directive) of other European Economic Area Member States.

The Notes will be offered by the Issuers through Fortis Bank NV/SA (the "Dealer", which expression shall include any additional dealers appointed under this Programme from time to time, for a specific Tranche of
Notes or on an ongoing basis, and details of which in relation to each Tranche will be set forth in the relevant Final Terms). The Issuers or the Dealers may reject any offer as a whole or, subject to the terms of such
offer, in part. Dealers may also purchase Notes on their own behalf. An issue of Notes may also be underwritten by two or more Dealers on a several basis only or on a joint and several basis. For further details, please
refer to the section entitled "Plan of Distribution" on page 286.

Each Tranche of Notes issued by BP2F in bearer form will, unless otherwise provided on the Final Terms, initially be represented by a temporary global Note which will be deposited on the issue date with (i) a
common depositary or a common safekeeper (as the case may be) on behalf of Euroclear Bank S.A./N.V., ("Euroclear") and/or Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg")
and/or any other relevant clearing system and/or (ii) Nederlands Centraal Instituut voor Giraal Effectenverkeer BV ("Euroclear Nederland"). Interests in temporary global Notes will be exchangeable for interests in
permanent global Notes (together with any temporary global Note, the "Global Notes") or, if so provided in the relevant temporary Global Note, for definitive Notes in bearer or registered form after the date falling
40 days after the completion of distribution of the relevant Tranche upon certification as to non-U.S. beneficial ownership in the manner and upon compliance with the procedures described under "Summary of
Provisions relating to Global Notes". Interests in a permanent Global Note will be exchangeable for definitive Notes in bearer form or registered form, in each case as described in the section entitled "Summary of
Provisions relating to Global Notes" on page 242.

In the case of Notes issued by Fortis Bank and if so provided in the relevant Final Terms, the Notes will be represented by a permanent Global Note which will be deposited on or about the issue date with the
National Bank of Belgium or any successor thereto (the "NBB") as operator of the X/N System or its custodian.

This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as
completed by Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises from the relevant Issuer, the Guarantor or the Dealers to publish a prospectus pursuant
to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case)
published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by Final Terms which specify that offers may be made other than pursuant to Article 3(2)
of the Prospectus Directive in that Relevant Member State and such offer is made on or prior to the date specified for such purpose in such prospectus or Final Terms as applicable. Except to the extent sub-paragraph
(ii) above may apply, neither the relevant Issuer, the Guarantor nor the Dealers have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the
Dealers to publish or supplement a prospectus for such offer.

In the case of Junior Subordinated Notes issued by BP2F only, payments of principal and interest are conditional upon the Guarantor being solvent at the time of payment and in the event of the winding-up of the
BP2F, the Guarantor shall become the principal debtor and the Noteholders shall cease to have any rights or claims against BP2F, as more fully described in the section entitled "Terms and Conditions of the Notes
Status and Guarantee" and "Terms and Conditions of the Notes Events of Default".

Arranger and Dealer for the Programme
Fortis Bank

This Base Prospectus is dated 17 June 2010.

- 2 -

This Base Prospectus supersedes all previous offering circulars or base prospectuses in connection with the Programme. Any
Notes issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes already
issued or any Notes issued after the date of this Base Prospectus and forming a single Series with Notes issued prior to the date of
this Base Prospectus. This Base Prospectus should be read in conjunction with any supplement hereto and any other documents or
information incorporated herein by reference and, in relation to any Tranche of Notes which is subject to Final Terms, must be
read and construed together with the relevant Final Terms.

Responsibility Statement

This Base Prospectus has been prepared for the purpose of giving information with regard to the Issuers, the Guarantor, their
respective subsidiaries (if any) and the Notes.

Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base Prospectus. Each of
the Issuers and the Guarantor declare that, having taken all reasonable care to ensure that such is the case the information
contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect its import.

Notice

Each of the Issuers and the Guarantor confirms that this Base Prospectus contains all such information as investors and their
professional advisers would reasonably require, and reasonably expect to find, for the purpose of making an informed assessment
of the assets and liabilities, financial position, profits and losses, and prospects of the Issuers and, where applicable, the
Guarantor and of the rights attaching to the relevant Notes.

Each Tranche (as defined herein) of Notes will be issued on the terms set out herein in the section entitled "Terms and
Conditions of the Notes" (the "Conditions") as supplemented by a document specific to such Tranche called Final Terms or in a
separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described in the section entitled "Final Terms and
Drawdown Prospectuses" below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference
in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires
otherwise.

This Base Prospectus should be read and construed with any supplement hereto and with any other documents or information
incorporated by reference herein and in relation to any Tranche (as defined herein) of Notes which is the subject of Final Terms,
must be read and construed together with the relevant Final Terms.

Neither of the Issuers nor the Guarantor have authorised the making or provision of any representation or information
regarding the Issuers, the Guarantor or the Notes other than as contained or incorporated by reference in this Base Prospectus or
any Final Terms or as approved for such purpose by the Issuers or the Guarantor. Any such representation or information should
not be relied upon as having been authorised by the Issuers, the Guarantor or any Dealer.

Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof
or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change or any
event reasonably likely to involve any adverse change in the prospects or financial or trading position of the Issuers or the
Guarantor since the date thereof or, if later, the date upon which this Base Prospectus has been most recently supplemented, or
that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is
supplied, or if different, the date indicated ion the same.

The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Base Prospectus comes are required by the Issuers, the Guarantor and the Dealers to inform
themselves about and to observe any such restrictions. The Notes have not been and will not be registered under the United States
Securities Act of 1933, as amended, and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to
certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus please refer to the section entitled
"Plan of Distribution" of this Base Prospectus.

- 3 -

Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor or the Dealers to subscribe for or purchase, any Notes and should not be considered as a recommendation by the
Issuers, the Guarantor, the Dealers or any of them that the recipient of this Base Prospectus or any Final Terms should subscribe
for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuers and the Guarantor.

Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base Prospectus, nor
separately verified the information contained or incorporated by reference in this Base Prospectus and none of them makes any
representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information (including that incorporated by reference) in this Base Prospectus. Neither this Base Prospectus nor any other
financial statements incorporated by reference are intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by the Issuers, the Guarantor or any of the Dealers that any recipient of this Base Prospectus
or any other financial statements incorporated by reference should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained or incorporated by reference in this Base Prospectus and in the
relevant Final Terms, and its purchase of Notes should be based upon such investigation as it deems necessary. None of the
Dealers undertakes to review the financial condition or affairs of the Issuers or the Guarantor during the life of the arrangements
contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information (including
that incorporated by reference) coming to the attention of any of the Dealers.

The Stabilising Manager, named in the relevant Final Terms, shall comply with all relevant laws, regulations and directives.
References in the next paragraph to "this issue" are to each Series in relation to which a Stabilising Manager is appointed.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes (provided that,
in the case of any Tranche of Notes to be admitted to listing on the official list and to trading on the Luxembourg Regulated
Market and/or any other regulated market as defined in Directive 2004/39/EC, the aggregate principal amount of Notes allotted
does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche) 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 Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of
the relevant Tranche of 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 relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche
of Notes. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

In this Base Prospectus, references to a "Member State" are references to a Member State of the European Economic Area,
references to "EUR", "euro" or "" refer to the currency introduced at the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty establishing the European Community, as amended, references to "GBP" or "£" refer to
Sterling, the lawful currency of the United Kingdom, references to "dollars", "U.S. dollars", "U.S.$", "USD" or "$" refer to
United States dollars, references to "Japanese Yen", "Yen", "JPY" and "¥" refer to the lawful currency of Japan, references to
"Swiss Francs" and "CHF" refer to the lawful currency of Switzerland, references to "Roubles" refer to the lawful currency of
the Russian Federation, references to "S$" refer to the lawful currency of Singapore, and references to "billions" are to thousand
millions.

- 4 -

TABLE OF CONTENTS

Page

Summary ...................................................................................................................................................................... 7
Risk Factors ................................................................................................................................................................ 12
Information Incorporated by Reference .................................................................................................................... 41
Final Terms and Drawdown Prospectus ..................................................................................................................... 43
General Description of the Programme ..................................................................................................................... 44
Terms and Conditions of the Notes ........................................................................................................................... 50
Part 1: Medium Term Notes ...................................................................................................................................... 50
Part 2: Index Linked Notes ......................................................................................................................................... 76
Part 2A: Single Index .................................................................................................................................................. 76
Part 2B: Basket Of Indices .......................................................................................................................................... 82
Part 3: Equity Linked Notes ........................................................................................................................................ 89
Part 3A: Single Share .................................................................................................................................................. 89
Part 3B: Basket Of Shares ........................................................................................................................................... 99
Part 4: Fund-Linked Notes ........................................................................................................................................ 109
Part 4A: Single Fund ................................................................................................................................................. 109
Part 4B: Fund-Linked Notes (Basket of Fund Interests) ........................................................................................... 125
PART 5: Credit-Linked Notes .................................................................................................................................... 142
Part 5A: First-to-Default Credit-Linked Notes with Auction Settlement ................................................................. 142
Part 5B: First-to-Default Credit-Linked Notes with Physical Settlement ................................................................. 160
Part 5C: First-to-Default Credit-Linked Notes with Cash Settlement ...................................................................... 172
Part 5D: Cash Settled or Auction Settled Credit-Linked Notes with a Static Portfolio of Reference Entities as
Underlying ................................................................................................................................................................ 188
Part 5E: Standard Terms Added as Annex of each CDS Confirmation ..................................................................... 213
Use of Proceeds ....................................................................................................................................................... 241
Summary of Provisions Relating to Global Notes .................................................................................................... 242
Description of Fortis Bank NV/SA ............................................................................................................................ 247
Description of BNP Paribas Fortis Funding .............................................................................................................. 260
Description of the Guarantee .................................................................................................................................. 266

- 5 -

Taxation .................................................................................................................................................................... 271
Plan of Distribution .................................................................................................................................................. 286
General ..................................................................................................................................................................... 296
Form of Final Terms ................................................................................................................................................. 297
General Information ................................................................................................................................................ 326

- 6 -

SUMMARY

This summary must be read as an introduction to the Base Prospectus of the Issuers dated 17 June 2010 that
constitutes a base prospectus for Fortis Bank and a base prospectus for BP2F for the purposes of Article 5.4 of the
Prospectus Directive. Any decision to invest in the Notes should be based on a consideration of this Base Prospectus as a
whole, including the documents incorporated by reference. Such Base Prospectus is available for viewing on the website of
the Luxembourg Stock Exchange (www.bourse.lu) (in the case of Notes listed on the Official List and admitted to trading
on the Luxembourg Regulated Market) and on the website of Fortis Bank (www.fortisbank.com (under the heading
"Investors")). Following the implementation of the relevant provisions of the Prospectus Directive (Directive 2003/71/EC)
in each Member State of the European Economic Area no civil liability will attach to the persons taking responsibility for
the Base Prospectus (the "Responsible Persons") in any such Member State solely on the basis of this summary, including
any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this
Base Prospectus. Where a claim relating to information contained in this Base Prospectus is brought before a court in a
Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where
the claim is brought, be required to bear the costs of translating the Base Prospectus before the legal proceedings are
initiated.

1. Key Information About the Notes Issued Under the Programme

The Notes may be issued by BNP Paribas Fortis Funding ("BP2F") or by Fortis Bank NV/SA ("Fortis Bank") (each an
"Issuer" and together the "Issuers"). Each of the Notes issued by BP2F have the benefit of a guarantee from Fortis Bank (the
"Guarantor"). The guarantee relating to such Notes may be a senior guarantee, a senior subordinated guarantee or a junior
subordinated guarantee.

The Arranger of this Euro Medium Term Note Programme is Fortis Bank. The Fiscal Agent, Principal Paying Agent and
Luxembourg Listing Agent is BNP Paribas Securities Services, Luxembourg Branch.

The Issuers may, subject to compliance with all relevant laws, regulations and directives, from time to time issue Notes
denominated in any currency. The aggregate principal amount of Notes outstanding will not at any time exceed EUR
30,000,000,000 (or its equivalent in other currencies), subject to any duly authorised increase.

The Notes may be issued in bearer form or (in the case of Notes issued by BP2F only) in registered form, with or without
interest coupons, and in certain circumstances, (in the case of Notes issued by Fortis Bank only) in denominations of not less than
EUR 1,000 (or nearly equivalent in another currency).

The Notes may be issued as unsubordinated obligations, senior subordinated obligations or junior subordinated obligations of
the relevant Issuer. The Notes will have the benefit of the events of default set out in the section entitled "Terms and Conditions of
the Notes".

The aggregate principal amount, any interest rate or interest calculation, the issue price, maturity, redemption amount, optional
redemption and any other terms and conditions not contained herein with respect to each Tranche of Notes will be established at
the time of issuance and set forth in the relevant Final Terms.

The Notes and all matters arising from or connected with the Notes are governed by, and shall be construed in accordance
with, English law except for (i) in the case of Notes issued by BP2F, Conditions 3(b) and 3(c) which shall be governed by, and
construed in accordance with Luxembourg law and Conditions 3(e) and 3(f) which shall be governed by, and construed in
accordance with Belgian law and (ii) in the case of Notes issued by Fortis Bank, Conditions 3(b), 3(c) and 10(a)(ii) which shall be
governed by, and construed in accordance with Belgian law. Guarantees to which Condition 3(d) applies are governed by, and
shall be construed in accordance with English law. Guarantees to which Condition 3(e) applies and Guarantees to which Condition
3(f) applies are governed by, and shall be construed in accordance with, the laws of the Kingdom of Belgium.

A general description of the Programme can be found on page 44 of the Base Prospectus.

The distribution of the Base Prospectus and the offering or sale of Notes in certain jurisdictions may be restricted by law.
Prospective investors and purchasers should consider the selling restrictions as set out in the section entitled "Plan of Distribution"
on page 286 of this Base Prospectus.

- 7 -

2. The Issuers and the Guarantor

2.1 Fortis Bank

Fortis Bank is a public company with limited liability (naamloze vennootschap/société anonyme) under Belgian law. The
registered office of the company is located at 1000 Brussels, Montagne du Parc 3, where its headquarters are based.

Fortis Bank is regulated by the Banking, Finance and Insurance Commission (CBFA).

Following the implementation on May 13, 2009 of a protocole d'accord dated October 10, 2008 (and as further amended)
between BNP Paribas, the Belgian Federal Public Service for Participations and Investments ("SFPI/FPIM"), Fortis Holding and
Fortis Bank, Fortis Bank (the "Protocole d'Accord") is now owned at 74.93 per cent. by BNP Paribas and at 25 per cent. by the
Belgian State, through the SFPI/FPIM.

Since May 14, 2009, for its retail, private and commercial activities in the Belgian market, Fortis Bank operates under the
commercial name of BNP Paribas Fortis.

Fortis Bank offers a comprehensive package of financial services through its own channels and via other partners to private,
professional and wealthy clients in the Belgian market, as well as in Poland and Turkey. Fortis Bank employs 33,900 people.

Fortis Bank has built up a strong presence in the retail and private banking market, operating through a variety of distribution
channels. In Belgium, the company delivers universal banking and insurance services and solutions to its retail customers. In other
countries, i.e. Turkey and Poland, the product offer is tailored to specific customer segments.

Private Banking offers integrated and international asset and liability management solutions to high net worth individuals in
Belgium, their businesses and their advisers.

Fortis Bank also offers financial services to companies and institutional clients and provides integrated solutions to enterprise
and entrepreneur. Corporate and Public Banking fulfils the financial needs of corporate and midcap enterprises, public entities and
local authorities through an integrated international network of business centres. Fortis Investments, Fortis Bank's asset manager,
has merged with BNP Paribas' Investment Solutions and has a global presence, with sales offices and dedicated investment centres
in Europe, the US and Asia.

In May 2009, Fortis Bank joined the BNP Paribas group (the "BNP Paribas Group") (of which BNP Paribas is the parent
company), a European leader in banking and financial services.

2.2 BP2F

BP2F has its registered office at 65, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of
Luxembourg. It is owned at 99.995 per cent. by Fortis Bank and acts as a financing vehicle for the Fortis Bank group.

BP2F's main object is to grant loans to Fortis Bank and its affiliates. In order to implement its main objective, BP2F may issue
bonds or similar securities, raise loans, with or without a guarantee and in general have recourse to any sources of finance. BP2F
can carry out any operation it perceives as being necessary to the accomplishment and development of its business, whilst staying
within the limits of the Luxembourg law of 10 August 1915 on commercial companies (as amended).

The long-term debt of BP2F is admitted to listing on the official list and trading on the Luxembourg Regulated Market and/or
on Euronext Amsterdam and/or on Euronext Brussels. The debt securities are sold to investors all over the world but within the
scope of any applicable selling restrictions.

3. Risk Factors

An investment in Notes issued under the Programme involves certain risks. Prospective investors and purchasers should in
particular and among other things consider the investment considerations set forth in the sections entitled "Risk Factors"
on page 12 of the Base Prospectus.

- 8 -

3.1 Risk Factors relating to the Issuers and the Guarantor

The following is a summary of some of the investment considerations relating to the business of Fortis Bank:

(a) As part of the financial services industry, Fortis Bank faces substantial competitive pressures which could adversely affect
the results of its operations.

(b) Economic conditions have adversely affected Fortis Bank's industry and Fortis Bank's results could in the future have a
material adverse effect on Fortis Bank's liquidity, earnings and financial condition.

(c) The soundness and conduct of other financial institutions and market participants could adversely affect Fortis Bank.

(d) Fortis Bank may incur significant losses on its trading and investment activities due to market fluctuations and volatility.

(e) A substantial increase in new provisions or a shortfall in the level of previously recorded provisions could adversely affect
Fortis Bank's results of operations and financial condition.

(f) Fortis Bank may generate lower revenues from brokerage and other commission and fee-based businesses during market
downturns.

(g) Fortis Bank's hedging strategies may not prevent losses.

(h) Significant interest rate changes could adversely affect Fortis Bank's net banking income or profitability.

(i) Fortis Bank's business is exposed to liquidity risks.

(j) Fortis Bank's risk management methods may leave Fortis Bank exposed to unidentified, unanticipated or incorrectly
quantified risks, which could lead to material losses or material increases in liabilities.

(k) While each of Fortis Bank's businesses manages its operational risks, these risks remain an inherent part of all of the Fortis
Bank's businesses.

(l) Fortis Bank has significant counterparty risk exposure and exposure to systemic risks.

(m) Fortis Bank's competitive position could be harmed if its reputation is damaged.

(n) Catastrophic events, terrorist attacks and other acts of war could have a negative impact on Fortis Bank's business and
results.

(o) An interruption in or a breach of Fortis Bank's information systems may result in lost business and other losses.

(p) Fortis Bank's results of operations can be adversely affected by significant adverse regulatory developments.

(q) There can be no assurance that legislative action and other measures taken by governments and regulators in Belgium and
Luxembourg or globally will fully and promptly stabilize the financial system, and Fortis Bank may be adversely affected
by measures taken in connection with such legislation.

(r) Fortis Bank's business is sensitive to changes in governmental policies and international econimc conditions that could
limit its operating flexibility and reduce its profitability.

(s) Litigation or other proceedings or actions may adversely affect Fortis Bank's business, financial condition and results of
operations.

(t) Uncertainty linked to fair accounting value and use of estimates by Fortis Bank.

- 9 -

(u) Fortis Bank faces various risks and uncertainties connected to the integration of the operations of Fortis Bank following its
acquisition by BNP Paribas.

(v) A deterioration of the credit rating of BNP Paribas of its debt quality could adversely affect Fortis Bank.

The following is a summary of some of the additional investment considerations relating to the business of BP2F:

(a) The primary credit protection for notes issued by BP2F will derive from the guarantees given by Fortis Bank.

(b) BP2F's ability to make payments under the Notes may depend on the operating performance of those companies to which
the proceeds of the Notes are lent.

(c) The financial condition of the operating companies to which the proceeds of the Notes are lent may deteriorate and this
may affect BP2F's ability to make payments under the Notes which it issues.

(d) During deteriorating or challenging economic conditions BP2F may find it difficult to raise further finance.

3.2 Risk Factors relating to Notes issued under the Programme

The following is a summary of some of the investment considerations relating to Notes issued under the Programme:

(a) An investment in Notes linked to an index, exchange rate, reference rates, shares, securities, or any other underlying
entails significant risks not associated with a similar investment in fixed or floating rate debt securities. Notes may not be a
suitable investment for all investors.

(b) Application has been made for the Notes issued under the Programme to be admitted to listing on the official list and to
trading on the Luxembourg Regulated Market. However, Notes may also be issued under the Programme whereby they
will be admitted to listing, trading and/or quotation by other stock exchanges, listing authorities and/or quotation systems,
or may be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority,
stock exchange and/or quotation system.

(c) The Notes shall be accepted for clearing through one or more clearing systems as specified in the relevant Final Terms.
Global Notes are to be held by or on behalf of the clearing systems and therefore, potential investors will have to rely on
the clearing system procedures for transfer, payment and communications with the Issuer.

(d) The Notes may be redeemed prior to maturity at par or at such other Redemption Amount as may be specified in the
relevant Final Terms.

(e) There is at the time of issue no active trading market for the Notes unless, in the case of any particular Tranche, such
Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already issued and for which
there is such a market.

(f) The market value of the Notes may be volatile and may be adversely affected by a number of factors.

(g) Fortis Bank Group and its affiliates are subject to various potential conflicts of interest in respect of the Notes, including in
relation to its hedging and market-making activities which could have an adverse effect on the Notes.

(h) The Calculation Agent has substantial discretion to make adjustments to the Notes and may be subject to conflicts of
interest in exercising this discretion.

(i) Purchasing the Notes as a hedge may not be effective and holders do not have any ownership interest in the Underlying;

(j) The actual yield received by an investor may be reduced from the stated yield by transaction costs and taxes that may be
payable by investors.

(k) The Notes may be terminated prior to their stated maturity date in certain circumstances.

- 10 -