Obligation BNP Paribas SA 7.195% ( US05565AAB98 ) en USD

BNP Paribas SA

100 % ⇌

France

US05565AAB98 ( en USD )

7.195% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas US05565AAB98 en USD 7.195%, échéance Perpétuelle

100 000 USD

1 100 000 000 USD

05565AAB9

25/06/2025 ( Dans 33 jours )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US05565AAB98, paye un coupon de 7.195% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

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

The $1,100,000,000 Undated Deeply Subordinated Non-Cumulative Notes (the "Notes") of BNP Paribas (the "Issuer") will be
issued outside the French Republic and will bear interest at a fixed rate of 7.195% per annum from and including June 25, 2007 (the
"Issue Date") to but excluding June 25, 2037, payable semi-annually in arrears on a non-cumulative basis on June 25 and December 25
of each year, commencing on December 25, 2007, and thereafter at a floating rate equal to 3-month USD Libor plus a margin equal to
1.29% per annum, payable quarterly in arrears on March 25, June 25, September 25 and December 25 of each year, commencing on
September 25, 2037.
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 June 25, 2037
and on any Interest Payment Date (as defined in "Terms and Conditions of the Notes--Definitions" below) 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 dollar 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".)
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the Official List and traded on the
regulated market of the Luxembourg Stock Exchange. The Notes are expected to be assigned a rating of "Aa3" by Moody's Investors
Service, Inc., "A+" 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 not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), or the state securities laws of any state of the United States or any other jurisdiction. The Notes may not be offered or sold within
the United States or to U.S. persons, except to qualified institutional buyers ("QIBs") in accordance with Rule 144A under the Securities
Act ("Rule 144A") and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S").
Prospective purchasers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A. See "Plan of Distribution" and "Notice to Investors".
The Notes are not deposits of BNP Paribas and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
The Notes sold in the United States pursuant to Rule 144A will be represented by one or more global certificates in registered
form (together the "Rule 144A Global Note"). The Notes sold outside the United States pursuant to Regulation S will be represented by
one or more global certificates in registered form (together the "Regulation S Global Note" and, together with the Rule 144A Global
Note, the "Global Notes"). The Global Notes will be registered in the name of a nominee of, and will be deposited with a custodian for,
The Depository Trust Company, New York ("DTC") on the Issue Date. It is expected that delivery of the Notes will be made only in book-
entry form through the facilities of DTC and its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
This Offering Circular has not been submitted to the approval of the French securities regulator, the Autorité des marchés
financiers.
BNP PARIBAS
BNP PARIBAS
Lead Manager and Sole Bookrunner
Structuring Advisor

BANK OF AMERICA SECURITIES LLC,
CITI
HSBC, JPMORGAN, MERRILL LYNCH & CO.,
MORGAN STANLEY, WACHOVIA SECURITIES
Senior Co-Lead Manager
Co-Lead Managers
The date of this Offering Circular is June 18, 2007

This Offering Circular does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or
the Managers 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 Offering Circular 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 Offering Circular comes are required by the Issuer and the
Managers 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 Offering Circular, see "Plan of Distribution" below. No person is authorized to give any
information or to make any representation other than those contained in this Offering Circular 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 Managers. The delivery of this Offering Circular 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 Offering Circular 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. No representation or warranty, express or implied, is made by the Managers as to the accuracy or
completeness of any of the information set forth in this Offering Circular, and nothing contained in this Offering Circular is or
shall be relied upon as a promise or representation, whether as to the past or the future.

This Offering Circular 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 Offering Circular is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to 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 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.

References herein to the "Issuer" or to the "Bank" are to BNP Paribas. References to the "Group" or the "BNP
Paribas Group" are to BNP Paribas, together with its consolidated subsidiaries.

The Issuer accepts responsibility for the information contained in this Offering Circular. The Issuer declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular 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.

The Notes have not been approved or disapproved by the United States Securities and Exchange Commission (the
"SEC"), any state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of this offering or the accuracy or adequacy of this Offering Circular. Any representation to the
contrary is unlawful.

In connection with the issue of the Notes, BNP Paribas Securities Corp. (the "Stabilizing Manager") (or persons
acting on behalf of the Stabilizing Manager) may over-allot Notes 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 Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager) will undertake stabilisation action.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer
of the 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 Notes and 60 days after the date of the allotment of the Notes. Such stabilizing, if commenced, may
be discontinued at any time, and must be brought to an end after a limited period.

2

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA 421-B") WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON
IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF THE STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO
BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
I C
N ONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

ADDITIONAL INFORMATION

The Issuer currently furnishes certain information to the SEC in accordance with Rule 12g3-2(b) under the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is one of the foreign private companies that claim
exemption from the registration requirements of Section 12(g) of the Exchange Act. If, at any time, the Issuer is neither subject
to Section 13 or Section 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b), it will furnish, upon
written request of a holder of the Notes or a prospective purchaser designated by such holder, the information required to be
delivered pursuant to Rule 144A(d)(4) of the Securities Act.

LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is a société anonyme duly organized and existing under the laws of France, and many of its assets are
located in France. Many of its subsidiaries, legal representatives and executive officers and certain other parties named herein
reside in France, and substantially all of the assets of these persons are located in France. As a result, it may not be possible, or it
may be difficult, for a holder or beneficial owner of the Notes located outside of France to effect service of process upon the
Issuer or such persons in the home country of the holder or beneficial owner or to enforce against such persons judgments
obtained in non-French courts, including those judgments predicated upon the civil liability provisions of the U.S. federal or
state securities laws.

FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements. Statements that are not historical facts, including
statements about the Issuer's beliefs and expectations, are forward-looking statements. These statements are based on current
plans, estimates and projections, and therefore undue reliance should not be placed on them. Forward-looking statements speak
only as of the date they are made, and the Issuer undertakes no obligation to update publicly any of them in light of new
information or future events.

3

TABLE OF CONTENTS

SUMMARY

5
RISK FACTORS

14
USE OF PROCEEDS

20
EXCHANGE RATE AND CURRENCY INFORMATION

21
PRESENTATION OF FINANCIAL INFORMATION

22
CAPITALIZATION OF THE GROUP

23
SELECTED FINANCIAL DATA

26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

30
RECENT DEVELOPMENTS

69
BUSINESS OF THE GROUP

79
RISK MANAGEMENT

97
GOVERNMENTAL SUPERVISION AND REGULATION OF BNP PARIBAS IN FRANCE 123
CAPITAL ADEQUACY OF THE BNP PARIBAS GROUP

126
MANAGEMENT OF THE BANK

133
TERMS AND CONDITIONS OF THE NOTES

139
BOOK-ENTRY PROCEDURES AND SETTLEMENT

153
TAXATION

157
ERISA MATTERS

160
PLAN OF DISTRIBUTION

161
NOTICE TO INVESTORS

163
LEGAL MATTERS

166
INDEPENDENT STATUTORY AUDITORS

166
GENERAL INFORMATION

166
SUMMARY OF CERTAIN DIFFERENCES BETWEEN IFRS AND U.S. GAAP

168
CONSOLIDATED FINANCIAL STATEMENTS

F-1

4

SUMMARY
This summary must be read as an introduction to this Offering Circular and any decision to invest in the Notes should
be based on a consideration of the Offering Circular as a whole. 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 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 Offering Circular. Where a
claim relating to the information contained in this Offering Circular 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 Offering Circular before the legal proceedings are initiated.
BNP Paribas Group
The BNP Paribas Group (the "Group") (of which BNP Paribas is the parent company) is a European leader in banking
and financial services. It has approximately 140,000 employees, 110,000 of whom are based in Europe. The Group occupies
leading positions in three significant fields of activity: Corporate and Investment Banking, Asset Management & Services and
Retail Banking. It has operations in 85 countries and has a strong presence in all the key global financial centers. Present
throughout Europe, in all its business lines, France and Italy are its two domestic retail banking markets. BNP Paribas has a
significant and growing presence in the United States and leading positions in Asia and in emerging markets.
The Group has three divisions: Retail Banking, Asset Management and Services and Corporate and Investment
Banking, the latter two of which also constitute "core businesses". Operationally, the Retail Banking division is itself comprised
of three core businesses: French Retail Banking, International Retail Banking and Financial Services, and Italian Retail Banking
(BNL bc). The Group has additional activities, including those of its listed real estate subsidiary, Klépierre, that are conducted
outside of its core businesses.
At December 31, 2006, the Group had consolidated assets of 1,440.3 billion, consolidated loans and receivables due
from customers of 393.1 billion and shareholders' equity (Group share including income for 2006) of 49.5 billion. Pre-tax net
income for the year ended December 31, 2006 was 10.6 billion. Net income, Group share, for the year ended December 31,
2006 was 7.3 billion. Net banking income, Group share, for the year ended December 31, 2006 was 27.9 billion.
The Group currently has long-term senior debt ratings of "Aa1" with stable outlook from Moody's, "AA" with positive
outlook from Standard & Poor's and "AA" with stable outlook from Fitch Ratings. Moody's has also assigned the Bank a Bank
Financial Strength rating of "B" and Fitch Ratings has assigned the Bank an individual rating of "A/B".

5

Terms and Conditions of the Notes

The following summary is qualified in its entirety by the more detailed information included elsewhere in this
Offering Circular. 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:
USD 1,100,000,000 Undated Deeply Subordinated Non-Cumulative Notes (the
"Notes").

Lead Manager and Bookrunner:
BNP Paribas Securities Corp.

Structuring Advisor:
BNP Paribas.

Fiscal Agent, Principal Paying Agent

and Calculation Agent:
BNP Paribas Securities Services, Luxembourg Branch.

Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch.

Method of Issue:
The Notes will be issued on a syndicated basis.

Denomination:
USD 100,000 per Note.

Original Principal Amount:
USD 100,000 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:
Each Note will be issued in the form of one or more fully registered global
certificates, without coupons, registered in the name of a nominee of DTC and
deposited with a custodian for DTC. Investors may hold a beneficial interest in
the Notes through DTC, Euroclear or Clearstream, Luxembourg directly as a
participant in one of those systems or indirectly through financial institutions
that are participants in any of those systems.

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 participatifs granted to the Issuer, titres participatifs
issued by the Issuer, Ordinarily Subordinated Obligations (as defined below)
and Unsubordinated Obligations (as defined below). In the event of liquidation,
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.
6

"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 and its US$600,000,000 Undated Deeply Subordinated Non-
Cumulative Notes issued on June 6, 2007 and any claims under the support
agreements relating to (i) BNP U.S. Funding L.L.C.'s 7.738% Noncumulative
Preferred Securities, Series A, (ii) BNP Paribas Capital Preferred L.L.C.'s
9.003% Noncumulative Company Preferred Securities, (iii) BNP Paribas
Capital Preferred III L.L.C.'s 6.625% Noncumulative Company Preferred
Securities, (iv) BNP Paribas Capital Preferred IV L.L.C.'s 6.342%
Noncumulative Company Preferred Securities, (v) BNP Paribas Capital
Preferred V L.L.C.'s 7.20% Noncumulative Company Preferred Securities and
(vi) 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, 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
7

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
7.195% per annum from, and including, June 25, 2007 (the "Issue Date") to, but
excluding, the First Call Date payable semi-annually in arrears on a non-
cumulative basis on June 25 and December 25 of each year (each a "Fixed Rate
Interest Payment Date"), commencing on December 25, 2007.

Thereafter, the Notes will bear interest on their Current Principal Amount at a
floating rate equal to 3-month USD Libor plus a margin equal to 1.29% per
annum payable quarterly in arrears on a non-cumulative basis on March 25,
June 25, September 25 and December 25 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 September 25, 2037. 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 USD as quoted at
the time of pricing for a period equivalent to the Fixed Rate Interest Period.

"First Call Date" means June 25, 2037.

"Fixed Rate Interest Period" means the period beginning on (and 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.
8

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 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
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(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);

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 occurred, the board of directors of the Issuer will implement, within
ten days, a reduction of the amount of Broken Interest, if any, and thereafter for
purposes of computing the Interest Amount a reduction of the Current Principal
Amount of the Notes (a "Loss Absorption"). "Quarter" means one quarter of a
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