Obligation BNP Paribas SA 5% ( US05567LT315 ) en USD

Société émettrice BNP Paribas SA
Prix sur le marché 100.013 %  ▲ 
Pays  France
Code ISIN  US05567LT315 ( en USD )
Coupon 5% par an ( paiement semestriel )
Echéance 15/01/2021 - Obligation échue



Prospectus brochure de l'obligation BNP Paribas US05567LT315 en USD 5%, échue


Montant Minimal /
Montant de l'émission /
Cusip 05567LT31
Description détaillée 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 US05567LT315, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2021







EXECUTION VERSION




$1,000,000,000 10-Year Fixed Rate Notes, Due 2021
Terms used in this "Pricing Supplement" are described or defined in the attached Product Supplement. The Notes will have terms
described in the Product Supplement, Prospectus Supplement and Base Prospectus, as supplemented by this Pricing Supplement. If
the terms described in this Pricing Supplement are different or inconsistent with those described in the Product Supplement,
Prospectus Supplement or in the Base Prospectus, 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 Product Supplement, Prospectus Supplement and Base
Prospectus, each of which can be accessed via the hyperlinks below:

· Prospectus Supplement and Base Prospectus http://eqdus.bnpparibas.com/Home.aspx?Download=USSP\doc\2010ProspectusSupplementandBaseProspectus.pdf
· Product Supplement http://eqdus.bnpparibas.com/Home.aspx?Download=USSP\doc\2010ProductSupplement.pdf

The Notes offered by this Pricing Supplement form a part of the same series as, and are fungible with, the Issuer's outstanding
$2,000,000,000 10-Year Fixed Rate Notes, Series 831, Due 2021, issued on January 18, 2011. Upon completion of this offering, the
aggregate principal amount of outstanding Notes of this series will be $3,000,000,000.

Issuer: BNP Paribas SA (rated AA/Aa2/AA-)*
Interest Payment Date(s): January 15 and July 15 of each year,
Guarantor: The Issuer acting through the New York commencing on July 15, 2011 and ending on the Maturity Date.
Branch.
Interest Calculation Period: The Interest Amount will be
Principal Amount: $1,000,000,000
payable semi-annually in arrears on each Interest Payment Date.
Issue Price: 100.115 % of $1,000,000,000
The first Interest Calculation Period will begin on, and include
Net Proceeds: 101.268% or $1,012,677,777.78 (This January 18, 2011 and end on, but exclude, the first Interest
includes 83 days of accrued interest).
Payment Date. Subsequent Interest Calculation Periods will begin
Trade Date: April 6, 2011.
on, and include, the most recent Interest Payment Date and end
Issue Date: April 11, 2011.
on, but exclude, the next succeeding Interest Payment Date.
Maturity Date: January 15, 2021.
Business Day Convention: Modified Following.
Redemption Amount: 100% of the Principal Amount of Day Count Fraction: 30/360, unadjusted.
the Notes.
Business Day: New York.
Call Option: Not Applicable.
Lead Manager: BNP Paribas Securities Corp. ("BNPP
Type of Security: Senior, unsecured notes
Securities").
Type of Notes: Fixed Rate.
Co-Managers: Citigroup Global Markets Inc., Merrill Lynch,
Rate of Interest: 5.00% per annum
Pierce, Fenner & Smith Incorporated and Standard Chartered
Benchmark: 3.534% - US Treasury 3.625% due February
Bank
15, 2021.
Denominations: The Notes will be issued in denominations of
Issue yield: 4.984%, per annum
$1,000. Minimum trading size is $1,000. The Notes may only be
Issue Spread to Pricing Benchmark: 1.450%
transferred in amounts of $1,000 and increments of $1,000

thereafter.
CUSIP: 05567LT31
Series: 831

"AA" (negative outlook) by Standard and Poor's Ratings Group, a rating of "Aa2" (stable outlook) by Moody's Investors Service
Ltd, and a rating of "AA-" (stable outlook) 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.
________________________________________________
See "Selected Risk Considerations" beginning on page 2 of this Pricing Supplement.
The Issuer has not been registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the Notes and the Guarantee have not been, and will not be, registered under the Securities Act of
1933, as amended (the "Securities Act"), or the state securities laws of any state of the United States or the securities laws
of any other jurisdiction and are being offered pursuant to the registration exemption contained in Section 3(a)(2) of the
Securities Act.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved
or disapproved of the 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 Notes constitute unconditional liabilities of the Issuer and the Guarantee constitutes an unconditional
obligation of the Guarantor. The Notes and the Guarantee are not bank deposits and are not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other federal agency.
________________________________________________
BNP PARIBAS






ADDITIONAL TERMS
You should read this Pricing Supplement together with the Product Supplement, Prospectus Supplement
and Base Prospectus. This Pricing Supplement, together with the Product Supplement, Prospectus Supplement and
Base Prospectus, contains the terms of the 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 Prospectus, Prospectus
Supplement and Product Supplement, as the Notes involve risks not associated with conventional debt securities.
We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
An investment in the Notes entails significant risks relating to the 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
Notes.
The Notes offered by this Pricing Supplement form a part of the same series as, and are fungible with, the
Issuer's outstanding $2,000,000,000 10-Year Fixed Rate Notes, Series 831, Due 2021, issued on January 18, 2011.
Upon completion of this offering, the aggregate principal amount of outstanding Notes of this series will be
$3,000,000,000.

Selected Risk Considerations
An investment in the Notes involves significant risks. These risks are explained in more detail in the "Risk
Factors" section of the Product Supplement, including the risk factors discussed under the following heading:
·
"Risk Factors-Risks Relating To All Notes."
In addition to the risks described above, you should consider the following:
The Notes are subject to a fixed interest rate which will limit your return. The interest payments on the
Notes and return of only the principal amount at maturity may not compensate you for the effects of inflation and
other factors relating to the value of money over time. The effective yield to maturity of the Notes may be less than
that which would be payable on other types of investments.
Illiquidity of the Secondary Market. The Notes are most suitable for purchase and holding until the
Maturity Date. The Notes will be new securities for which currently there is no trading market. The Issuer does not
intend to apply for listing of the Notes on any securities exchange, for inclusion in any automated quotation system.
The Issuer cannot assure you whether there will be a secondary market in the Notes or, if there were to be such a
secondary market, that it would be liquid. If the secondary market for the Notes is limited, there may be few or no
buyers when you decide to sell your Notes if you do not wish to hold your investment until maturity. This may
affect the amount received by you, if any. BNPP Securities has advised the Issuer that it or one or more of its
affiliates intends to make a market in the Notes, but that neither it nor its affiliates are obligated to do so. If BNPP
Securities or one or more of its affiliates makes a market in the Notes, it may discontinue any such market-making
activities at any time without notice. BNPP Securities or one or more of its affiliates reserves the right from time to
time to enter into agreements with one or more holders of Notes to provide a market for the Notes but is not
obligated to do so or to make any market for the Notes.
Investment Is Subject To Issuer's Own Credit Risk, Its Credit Ratings And Credit Spreads May
Adversely Affect The Market Value Of The Notes. Investors are dependent on the Issuer's ability to pay all
amounts due on the Notes on interest payment dates and at maturity, and, therefore, investors are subject to the
Issuer's own credit risk and to changes in the market's view of the Issuer's creditworthiness. Any decline in its
credit ratings or increase in credit spreads charged by the market for taking the Issuer's credit risk is likely to
adversely affect the value of the Notes.
The Notes and the Guarantee Are Not Registered Securities. The Notes and the Guarantee are not
registered under the Securities Act or under any state securities laws and are being offered pursuant to the
registration exemption contained in Section 3(a)(2) of the Securities Act. Neither the SEC nor any state securities


2



commission or regulatory authority has recommended or approved the Notes or the Guarantee, nor has any such
commission or regulatory authority reviewed or passed upon the accuracy or adequacy of the offering circular or this
Pricing Supplement.
Potential Conflicts. The Issuer, BNPP Securities and their respective affiliates play a variety of roles in
connection with the issuance of the Notes, including acting as calculation agent and hedging their obligations under
the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of the
Issuer or BNPP Securities, respectively, are potentially adverse to your interests as an investor in the Notes.

Holdings of the notes by affiliates of the Issuer and future sales may affect the price of the notes.
Certain affiliates of the Issuer may purchase some of the notes for investment. Circumstances may occur in which
the interests of the Issuer or those of its affiliates may be in conflict with your interests. In addition, if a substantial
portion of the notes held by affiliates of the Issuer were to be offered for sale in the secondary market, if any,
following such an offering, the market price of the notes may fall. The negative effect of such sales on the prices of
the notes could be more pronounced if secondary trading in the notes is limited or illiquid.


Your investment in the notes is not insured by the FDIC. The notes are not insured by the Federal Deposit
Insurance Corporation.

Prior to maturity, the value of the Notes will be influenced by many unpredictable factors. Many
economic and market factors will influence the value of the notes. The value of the notes will be affected by a
number of other factors that may either offset or magnify each other, including:

· the time remaining to maturity of the notes;
· supply and demand for the notes;
· the highest individual federal income tax rate, and expectations concerning the highest individual
federal income tax rate;
· interest and yield rates in the market generally and the volatility of those rates;
· economic, financial, political and regulatory or judicial events that affect interest rates generally; and
· the creditworthiness of the Issuer, including actual or anticipated changes in the Issuer's credit ratings,
financial condition or results of operations.
You must rely on your own evaluation of the merits of an investment in the Notes. In connection with
your purchase of the Notes, we urge you to consult your own financial, tax and legal advisors as to the risk involved
in an investment in the Notes and not rely on our reviews in any respects. You should make a complete
investigation as to the merits of an investment in the Notes.

Certain United States Income Tax Considerations.

You should carefully consider, among other things, the matters set forth in "Taxation" in the Base
Prospectus. The following discussion summarizes certain of the material U.S. federal income tax consequences of
the purchase, beneficial ownership, and disposition of the Notes. The Notes should be treated as not having been
issued with OID for U.S. federal income tax purposes. Accordingly, United States holders should assume that they
will be required to report payments of interest on the Notes as ordinary interest income at the time that such
payments are accrued or are received (in accordance with the United States holder's method of tax accounting).
Investors should consult their own tax advisors to determine the tax consequences to them of holding Notes. You
should carefully consider, among other things, the matters set forth in "Taxation--United States Federal Income
Taxation--United States Holders-- Consequences of Notes Characterized as Debt" and "Taxation--United States
Federal Income Taxation--United States Holders-- Consequences of Notes Characterized as Debt--Premium and
Market Discount" in the Base Prospectus.

Persons holding Notes who are not United States holders will be required to comply with applicable
certification procedures to establish that they are not United States holders in order to avoid the application of
withholding tax, information reporting requirements and backup withholding tax.


3




United States Internal Revenue Service (the "IRS") Circular 230 Notice: To ensure compliance with IRS
Circular 230, prospective investors are hereby notified that: (a) any discussion of U.S. federal tax issues contained or
referred to in this Pricing Supplement or any document referred to herein is not intended or written to be used, and
cannot be used by prospective investors for the purpose of avoiding penalties that may be imposed on them under
the United States Internal Revenue Code; (b) such discussion is written for use in connection with the promotion or
marketing of the transactions or matters addressed herein; and (c) prospective investors should seek advice based on
their particular circumstances from an independent tax advisor.




4







Product Supplement
to the Prospectus Supplement dated June 03, 2010 and Base Prospectus dated May 30, 2008
BNP Paribas, a French incorporated company (société anonyme) (the "Bank" and, together with its consolidated subsidiaries, the "Group" or "BNP
Paribas Group") and BNP Paribas US Medium-Term Note Program LLC, a Delaware limited liability company (the "LLC" and, together with the
Bank, the "Issuers" and each an "Issuer") and a wholly owned subsidiary of the Bank may offer notes from time to time (the "Notes") in one or more
series (each, a "Series"). The specific terms of each Series of Notes will be set forth in a Supplement, term sheet and/or a pricing supplement, product
supplement or other offering documents (each, a "Supplement").
The Issuer may from time to time offer and sell Notes linked to various types of Underlying Assets. This Product Supplement describes some of the
potential payout profile and Underlying Assets to which the Notes may be linked. We will give you the specific terms of the Notes we are offering in
a Supplement. You should read this Product Supplement, the prospectus supplement dated June 03, 2010 and base prospectus dated May 30, 2008
(the prospectus supplement and base prospectus, the "Base Prospectus"), and the applicable Supplements, if any, carefully before investing. If the
terms described in this Product Supplement are different or inconsistent with those described in the Base Prospectus, the terms described in the
Product Supplement will supersede. If the terms described in the applicable Supplement are different or inconsistent with those described herein or
in the Base Prospectus, the terms described in the applicable Supplement will supersede.

Principal Protection The applicable Supplement will specify whether your
Maturity Date The applicable Supplement will specify the Maturity Date.
principal investment in the Notes is fully protected, partially protected,
Denominations Unless otherwise specified in the applicable Supplement, the
contingently protected or not protected.
Notes will be issued in denominations of $1,000 (or the specified currency
Principal Payment at Maturity If you hold your Notes to maturity, for each
equivalent), and multiples of $1,000 (or the specified currency equivalent)
Note you may receive: (i) a cash payment; (ii) physical delivery of an
thereafter.
Underlying Asset(s); and/or (iii) a payment as specified in the applicable
Redemption, Repayment, Repurchase or Exchange Terms of specific Notes
Supplement.
may permit or require redemption for cash or one or more Underlying Assets at
Coupon and Coupon Payments Unless otherwise specified in the applicable
the option of the Issuer, Holder, or both. The Notes may permit or require
Supplement, the Notes will not have any Coupon Payments. The applicable
repayment or repurchase at the option of the Issuer, Holder, or both. The Notes
Supplement may specify whether the Notes have a coupon based on: (i) one or
may be optionally or mandatorily exchangeable for cash or one or more
more Underlying Assets, (ii) a fixed amount or rate, (iii) movements in the level,
Underlying Assets.
value or price or other events relating to one or more Underlying Assets, and/or
Ranking The Notes constitute our direct, unconditional, unsecured and
(iv) a basket or combination of the foregoing.
unsubordinated obligations ranking pari passu, without any preference among
Underlying Asset The principal, coupon or any other amounts payable on the
themselves, with all our other outstanding unsecured and unsubordinated
Notes may be based on measures, formula or instruments, including the
obligations, present and future, except those obligations as are preferred by
occurrence or non-occurrence of any event or circumstance, or baskets
operation of law.
comprised of any instruments or measures on one or more of the following or on
Listing Unless otherwise specified in the applicable Supplement, the Notes will
movements in the level, value or price or other events relating to one or more of
not be listed on any U.S. securities exchange or quotation system.
the following: indices of equity securities, equity securities, indices of
commodities, commodities, indices of foreign currencies, foreign currencies,
Guarantee The Notes will be entitled to the benefit of an unconditional senior
indices of interest rates, interest rates, indices of consumer prices, consumer
guarantee (the "Senior Guarantee") or subordinated guarantee (the
prices, indices of hedge funds, or fund of funds, hedge fund or fund of fund
"Subordinated Guarantee" and, together with the Senior Guarantee, the
interests, or other asset classes. To the extent that amounts payable on the Notes
"Guarantees"), as the case may be, of the due payment thereof issued by the
are based on a different Underlying Asset, the terms of the applicable
Bank, acting through its New York Branch (the "New York Branch" or
Supplement will describe that Underlying Asset.
"Branch", in such capacity, the "Guarantor").
See "Risk Factors" beginning on page 1 of this Product Supplement for risks relating to an investment in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission, the New York Superintendent of Banks or other
governmental authority has approved or disapproved of these securities or determined that this Product Supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
The Notes and the guarantee are not deposit liabilities of the Issuer or the New York branch and are not insured by the United States
Federal Deposit Insurance Corporation or any other governmental agency of the United States, France or any other jurisdiction.

November 30, 2010






TABLE OF CONTENTS
Risk Factors ..................................................................................................................................................................................................1
Risks Relating to All Notes...........................................................................................................................................................................1
Additional Risks Relating to Notes with Underlying Assets That Are Equity Securities or Interests in Exchange-Traded Funds,
That Contain Equity Securities or That Are Based in Part on Equity Securities or Interests in Exchange-Traded Funds.....................7
Additional Risks Relating to Notes with Underlying Assets That Are Commodities, an Index Containing Commodities or Based in
Part on Commodities ............................................................................................................................................................................9
Additional Risks Relating to Notes with Underlying Assets that are Currencies, an Index Containing Currencies or Based in Part
on Currencies......................................................................................................................................................................................12
Additional Risks Relating to Notes with an Underlying Asset That Are a Floating Interest Rate, an Index Containing Floating
Interest Rates or Based in Part on a Floating Interest Rate .................................................................................................................13
Additional Risks Relating to Notes Which Pay No Coupon........................................................................................................................13
Additional Risks Relating to Notes with Underlying Assets that are Hedge Fund or Fund of Funds Interests, Indices of Hedge
Funds or Fund of Funds, or Based in Part on Hedge Funds or Fund of Funds Interest, Indices of Hedge Funds or Fund of
Funds ..................................................................................................................................................................................................14
Additional Risks Relating to Notes with Underlying Assets that are BNP Paribas Proprietary Indices or that are Based in Part on
BNP Paribas Proprietary Indices.........................................................................................................................................................19
Risks associated with real estate investment trusts may affect the value of the Notes.................................................................................23
Additional Risks Relating to Notes Which Are Not Fully Principal Protected or Are Contingently Protected ...........................................24
Additional Risks Relating to Notes with a Maximum Return, Maximum Rate, Ceiling or Cap..................................................................24
Additional Risks Relating to Notes with a Barrier Percentage or a Barrier Level .......................................................................................24
Additional Risks Relating to Notes Which Contain a Multiplier.................................................................................................................25
Additional Risks Relating to Absolute Performance Notes.........................................................................................................................25
Additional Risks Relating to Notes Which We May Call or Redeem (Automatically or Otherwise)..........................................................25
Additional Risks Relating to Notes with More Than One Underlying Asset (a "Basket")..........................................................................26
Additional Risks Relating to Notes with More Than One Underlying Asset, Where the Performance of the Note Is Linked to the
Performance of Only One Underlying Asset. .....................................................................................................................................27
Additional Risks Relating to Digital Notes .................................................................................................................................................27
Additional Risks Relating to Notes Payable in a Currency other than U.S. Dollars. ...................................................................................27
Program Credit Rating ................................................................................................................................................................................29
Description of Medium-Term Notes ...........................................................................................................................................................29
Terms of the Notes ......................................................................................................................................................................................32
Coupon Mechanics......................................................................................................................................................................................36
Certain Features of the Notes ......................................................................................................................................................................38
Underlying Assets .......................................................................................................................................................................................47
Fixed Income ..............................................................................................................................................................................................47
Market Disruption Events Relating to Notes with a Floating Interest Rate as the Underlying Asset..........................................61
Securities or Linked Shares.........................................................................................................................................................................61
Share Adjustments Relating to Notes with an Equity Security or Interests in Exchange-Traded Funds as the Underlying
Asset--Antidilution Adjustments ......................................................................................................................................62
Adjustments Relating to Notes with an Equity Security............................................................................................................... 62
Adjustments Relating to Notes with Interests in Exchange Traded Funds ................................................................................... 67
Market Disruption Events Relating to Notes with an Equity Security or Interests in Exchange-Traded Funds as the
Underlying Asset................................................................................................................................................................70
Indices.........................................................................................................................................................................................................71
Market Disruption Events for Notes with the Underlying Asset Comprised of an Index or Indices...........................................72
Adjustments Relating to Notes with the Underlying Asset Comprised of an Index....................................................................73
Commodities ...............................................................................................................................................................................................74
Market Disruption Events Relating to Notes with a Commodity as the Underlying Asset .........................................................76
Currency Exchange Rates ...........................................................................................................................................................................78
Market Disruption Events Relating to Notes with the Underlying Asset Comprised of a Currency Exchange Rate or
Currency Exchange Rates ..................................................................................................................................................82
Adjustments Relating to Notes with the Underlying Asset Comprised of a Currency Exchange Rate or Currency
Exchange Rates ..................................................................................................................................................................83
Baskets ........................................................................................................................................................................................................84
Market Disruption Events for Notes with the Underlying Asset Comprised of a Basket of Multiple Indices, Equity
Securities, Foreign Currencies, Interest Rates, Commodities, Any Other Assets or Any Combination Thereof................84
Adjustments Relating to Notes with the Underlying Asset Comprised of a Basket....................................................................84

In this Product Supplement, unless the context otherwise requires, the "Issuer", "we", "us" and "our" mean the respective Issuer. In making your
investment decision, you should read the Supplement(s), this Product Supplement and the Base Prospectus, including the documents incorporated
by reference therein. No assurance can be given by us, BNP Paribas Securities Corp. ("BNPP Securities"), or the Branch as to the accuracy or
completeness of such information. In making an investment decision, investors must rely on their own examinations of us, BNPP Securities, the


i





Branch and the terms of any offering, including the merits and risks involved. We, BNPP Securities and the Branch have not authorized anyone
to provide you with any other information. If you receive any other information, you should not rely on it. You should not assume that the
information included in any Supplement, this Product Supplement and the accompanying Base Prospectus or in any document incorporated by
reference is accurate as of any date other than the respective dates of those documents.
This Product Supplement, Base Prospectus and any accompanying Supplement do not constitute an offer to sell, or a solicitation of an offer to
buy, Notes in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. The distribution of this Product
Supplement, Base Prospectus and any Supplement and the offering of the Notes in certain jurisdictions may be restricted by law. Each purchaser
of the Notes must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells the Notes or
possesses or distributes this Product Supplement, Base Prospectus and any Supplement and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or
in which it makes such purchases, offers or sales. Neither we, nor BNPP Securities, the Branch or any of our respective members, directors,
officers and affiliates has any responsibility therefor. For a further description of certain restrictions on the offering, sale and resale of the Notes,
see "ERISA Matters", "Plan of Distribution", and "Notice to Investors" in the Base Prospectus.
Generally, the Notes may be purchased by or transferred to (i) any employee benefit or other plan, program or arrangement subject to the US
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "Code"), or (ii) any person acting on behalf of or using the assets of any such plan, program or arrangement, subject to conditions
described in "ERISA Matters" in the Base Prospectus.
Each purchaser of the Notes will be deemed by its acceptance of the Notes to have made certain acknowledgements, representations and
agreements intended to restrict the resale or other transfer of those Notes as set forth in the Notes or described in any Supplement, this Product
Supplement, or Base Prospectus. See "ERISA Matters" and "Notice to Investors" in the Base Prospectus.
Notwithstanding anything to the contrary contained herein, all persons may disclose to any and all persons, without limitation of any kind, the
federal, state and local tax treatment of the Notes, any fact relevant to understanding the federal, state and local tax treatment of the Notes and all
materials of any kind (including opinions or other tax analyses) relating to such tax treatment and that may be relevant to understanding such tax
treatment. However, no person may disclose the name of or identifying information with respect to any party identified herein or any pricing
terms or other nonpublic business or financial information that is unrelated to the purported or claimed federal, state or local tax treatment of the
Notes and is not relevant to understanding the purported or claimed federal, state or local tax treatment of the Notes.
Neither we nor BNPP Securities, the Branch or any of our respective members, directors, officers or affiliates are making any representation to
any prospective investor or purchaser of the Notes regarding the legality of the investment therein by such prospective investor or purchaser
under applicable legal, investment or similar laws or regulations. The contents of this Product Supplement and any Supplement are not to be
construed as legal, business, accounting or tax advice. Each prospective investor or purchaser is urged to consult its own attorney, business,
accounting or tax advisor for legal, business, accounting or tax advice.
To ensure compliance with United States Internal Revenue Service (the "IRS") Circular 230, prospective investors are hereby notified that: (a)
any discussion of U.S. federal tax issues contained or referred to in this Product Supplement or any document referred to herein is not intended or
written to be used, and cannot be used by prospective investors for the purpose of avoiding penalties that may be imposed on them under the
United States Internal Revenue Code; (b) such discussion is written for use in connection with the promotion or marketing of the transactions or
matters addressed herein; and (c) prospective investors should seek advice based on their particular circumstances from an independent tax
advisor.


ii





RISK FACTORS
You should understand the risks of investing in the Notes and should reach an investment decision only after
careful consideration with your advisors of the suitability of the Notes in light of your particular circumstances,
financial and otherwise, the following risk factors and the other information included or incorporated by
reference in the applicable Supplement and this Product Supplement. Please note that this Risk Factors section
has various subsections addressing risk factors relating to specific types of Underlying Assets and transaction
structures. We have no control over a number of matters, including economic, financial, regulatory, geographic,
judicial and political events, that are important in determining the existence, magnitude, and longevity of these
risks and their influence on the value of, or the payments made on, the Notes. You should not purchase the
Notes unless you understand and can bear these investment risks.
RISKS RELATING TO ALL NOTES
The Notes are intended to be held to maturity.
You may receive less, and potentially significantly less, than the amount you originally invested if you sell your
Notes prior to maturity. You should be willing and able to hold your Notes until maturity.
The Notes and the Guarantee are not registered securities.
The Notes and the Guarantee are not registered under the Securities Act or under any state securities laws but are
being offered pursuant to the registration exemption contained in Section 3(a)(2) of the Securities Act. Neither the
SEC nor any state securities commission or regulatory authority has recommended or approved of the Notes or the
Guarantees, nor has any such commission or regulatory authority reviewed or passed upon the accuracy or adequacy
of this Product Supplement or any applicable Supplement.
The Notes will not be listed on any securities exchange and there may not be any secondary market.
The Notes will not be listed on any securities exchange, and upon issuance, the Notes will not have an established
trading market. We cannot assure you that a trading market for the Notes will develop or, if one develops, that it
will be maintained. Even if there is a secondary market, it may not provide liquidity. While we anticipate that our
affiliate BNPP Securities may make a market for the Notes, it is not required to do so. Since the Notes will not be
listed on any securities exchange, if BNPP Securities were to cease acting as a market maker, it is likely that there
would be no secondary market for the Notes. You therefore must be willing and able to hold the Notes until
maturity.
Price or other movements in Underlying Assets and their components are unpredictable.
Movements in the level, value or price of the Underlying Assets or their respective components are unpredictable
and may be volatile, and are influenced by complex and interrelated political, economic, financial, regulatory,
geographic, judicial and other factors. As a result, it is impossible to predict whether their levels, values or prices
will rise or fall during the term of the Notes. Changes in the levels, values or prices will determine the amount of
interest, payments at maturity, or other amounts payable on your Notes. Therefore these changes may result in a
loss of principal or the receipt of little or no interest or other payments on your Notes. As the Notes are linked to
Underlying Assets that may be unpredictable and volatile, we cannot guarantee that these changes will be beneficial
to you, and therefore you may receive less than the amount you initially invested in the Notes, may not receive any
interest on the Notes or may experience other losses in connection with your investment in the Notes.
The historical or hypothetical performance of the Underlying Asset is not an indication of future
performance.
The historical or hypothetical performance of the Underlying Assets, which may be included in the applicable
Supplement, should not be taken as an indication of the future performance of the Underlying Asset. It is impossible
to predict whether the level, value or price of the Underlying Asset will fall or rise during the term of the Notes.

1






Past fluctuations and trends in the Underlying Assets are not necessarily indicative of fluctuations or trends that may
occur in the future.
You must rely on your own evaluation of the merits of an investment in the Notes.
In connection with your purchase of the Notes, we urge you to consult your own financial, tax and legal advisors as
to the risks involved in an investment in the Notes and to investigate the Underlying Asset and not rely on our views
in any respect. You should make a complete investigation as to the merits of an investment in the Notes.
The price at which you will be able to sell your Notes prior to maturity will depend on a number of factors,
and may be substantially less than the amount you had originally invested.
If you wish to liquidate your investment in the Notes prior to maturity, your only alternative, in the absence of any
repayment at option of the holder provisions, would be to sell it. At that time, there may be an illiquid market for
Notes or no market at all. Even if you were able to sell your Notes, there are many factors outside of our control
that may affect their market value. We believe that the market value of your Notes will be affected by the volatility
of the Underlying Asset, the level, value or price of the Underlying Asset at the time of the sale, changes in interest
rates, the supply and demand of the Notes and a number of other factors. Some of these factors are interrelated in
complex ways; as a result, the effect of any one factor may be offset or magnified by the effect of another factor.
The price, if any, at which you will be able to sell your Notes prior to maturity may be substantially less than the
amount you originally invested depending upon, the level, value or price of the Underlying Asset at the time of the
sale. The following paragraphs describe the manner in which we expect the market value of the Notes to be affected
in the event of a change in a specific factor, assuming all other conditions remain constant.
Underlying Asset performance. We expect that the market value of the Notes prior to maturity will depend on
the current level (or in some cases, performance from the date on which the Notes price) of the Underlying
Asset relative to its Initial Level, value or price. If you decide to sell your Notes prior to maturity when the
current level, price or value of the Underlying Asset at the time of sale is favorable relative to its Initial Level,
value or price, you may nonetheless receive substantially less than the amount that would be payable at maturity
based on that level, value or price because of expectations that the level, value or price will continue to fluctuate
until the Final Level, value or price is determined.

Volatility of the Underlying Asset. Volatility is the term used to describe the size and frequency of market
fluctuations. If the volatility of the Underlying Assets or their components increases or decreases, the market
value of the Notes may be adversely affected.
Interest
rates. We expect that the market value of the Notes will be affected by changes in interest rates.
Interest rates also may affect the economy and, in turn, the value of the components of the Underlying Asset,
which would affect the market value of the Notes.

Supply and demand for the Notes. We expect that the market value of the Notes will be affected by the supply
of and demand for the Notes. In general, if the supply of the Notes decreases and/or the demand in the Notes
increases, the market value of the Notes may increase. Alternatively, if the supply of the Notes increases and/or
the demand in the Notes decreases, the market value of the Notes may be adversely affected. The supply of the
Notes, and therefore the market value of the Notes, may be affected by inventory positions held by BNPP
Securities or any market maker.
Redemption/call
rights. Either your right to redeem the Notes or our right to call the Notes may affect the
market value of the Notes. Generally, the grant of a redemption right to noteholders may enhance the market
value of the Notes while a call right by us may adversely affect the market value of the Notes.

Our credit ratings, financial condition and results of operations. Actual or anticipated changes in our current
credit ratings, as well as our financial condition or results of operations may significantly affect the market
value of the Notes. However, because the return on the Notes is dependent upon factors in addition to our
ability to pay our obligations under the Notes (such as the current level, value or price of the Underlying Asset),
an improvement in our credit ratings, financial condition or results of operations is not expected to have a

2






positive effect on the market value of the Notes. These credit ratings relate only to our creditworthiness, do not
affect or enhance the performance of the Notes and are not indicative of the risks associated with the Notes or
an investment in the Underlying Asset. A rating is not a recommendation to buy, sell or hold Notes and may be
subject to suspension, change or withdrawal at any time by the assigning rating agency.

Time remaining to maturity. A "time premium" results from expectations concerning the level, value or price
of the Underlying Asset during the period prior to the maturity of the Notes. As the time remaining to the
maturity of the Notes decreases, this time premium will likely decrease, potentially adversely affecting the
market value of the Notes. As the time remaining to maturity decreases, the market value of the Notes may be
less sensitive to the volatility in the components of the Underlying Asset.

Events affecting or involving the Underlying Asset. Economic, financial, regulatory, geographic, judicial,
political and other developments that affect the level, value or price of the Underlying Assets and their
components, and real or anticipated changes in those factors, also may affect the market value of the Notes. For
example, for Underlying Assets composed of equity securities, earnings results of a component of the
Underlying Asset, and real or anticipated changes in those conditions or results, may affect the market value of
the Notes.

Agent's commission and cost of hedging. The initial public offering price of the Notes includes the agent's
commission or discount, if any, and the cost of hedging our obligations under the Notes. These costs may
include our or our affiliates' expected cost of providing that hedge and the profit we expect to realize in
consideration for assuming the risks inherent in providing that hedge. As a result, assuming no change in
market conditions or any other relevant factors, the price, if any, in secondary market transactions will likely be
lower than the original issue price, and could result in a substantial loss to you.
The effect of one of the factors specified above may offset some or all of any change in the market value of the
Notes attributable to another factor.
The Notes are not insured against loss by any third parties.
The Notes will be solely our obligations, and no other entity will have any obligation, contingent or otherwise, to
make any payments in respect of the Notes.
The Notes are not insured by the FDIC.
The Notes are not deposit liabilities of BNP Paribas and neither the Notes nor your investment in the Notes are
insured by the FDIC or any other governmental agency of the United States, France or any other jurisdiction.
There are no security interests in the Notes or other financial instruments held by BNP Paribas.
There are no restrictions on our ability or the ability of any of our affiliates to sell, pledge or otherwise convey all or
any portion of the securities or other instruments acquired by us or our affiliates. Neither we nor any of our
affiliates will pledge or otherwise hold those securities or other instruments for the benefit of holders of the Notes.
Consequently, in the event of a bankruptcy, insolvency or liquidation involving us, any of those securities or
instruments that we own will be subject to the claims of our creditors generally and will not be available specifically
for the benefit of the holders of the Notes. The principal, coupon or any other amounts payable on the Notes
constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any
preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and
future, except those obligations as are preferred by operation of law.
Reported levels, values and prices of Underlying Assets and their components may be based on non-current
information.
If trading is interrupted in the Underlying Assets or any of their components, publicly available information
regarding the level, value or price of the Underlying Asset may be based on the last reported levels, values or prices.

3





Document Outline