Obligation BNP Paribas SA 2.2% ( US05572FAA12 ) en USD

BNP Paribas SA

100 % ⇌

France

US05572FAA12 ( en USD )

2.2% par an ( paiement semestriel )

02/11/2015 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas US05572FAA12 en USD 2.2%, échue

100 000 USD

2 000 000 000 USD

05572FAA1

AAA ( Première qualité )

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 US05572FAA12, paye un coupon de 2.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/11/2015

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US05572FAA12, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US05572FAA12, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Base Prospectus dated 18 June 2013
BNP Paribas Home Loan SFH
(duly licensed French credit institution)
35,000,000,000 Covered Bond Programme
for the issue of Obligations de Financement de l'Habitat
Under the Covered Bond Programme described in this Base Prospectus (the "Programme"), BNP Paribas Home Loan SFH (the
"Issuer"), subject to compliance with all relevant laws, regulations and directives, may issue covered bonds (obligations de
financement de l'habitat) to be governed either by English law, French law or German law, as specified in the relevant Final Terms
(as defined below) (respectively, the "English Law Covered Bonds", the "French Law Covered Bonds" and the "German Law
Covered Bonds" and together, the "Covered Bonds"). The Issuer is licensed as a société de financement de l'habitat ("SFH") by the
Autorité de contrôle prudentiel. All English Law Covered Bonds, French Law Covered Bonds and German Law Covered Bonds will
benefit from the statutory privilège (priority in right of payment) over all the assets and revenues of the Issuer created by Article
L.515-19 of the French Monetary and Financial Code (Code monétaire et financier) (the "Privilège"), as more fully described herein.
The aggregate nominal amount of Covered Bonds outstanding will not at any time exceed 35,000,000,000 (or its equivalent in
other currencies) at the date of issue.
Application has been made to the Autorité des marchés financiers (the "AMF") for approval of this Base Prospectus in its capacity
as competent authority in France pursuant to Article L.621-8 of the French Code monétaire et financier which implements the
Directive 2003/71/EC of 4 November 2003, as amended (the "Prospectus Directive"). Application may be made to Euronext Paris
for the English Law Covered Bonds and the French Law Covered Bonds issued under the Programme during a period of twelve (12)
months after the date of the visa granted by the AMF on this Base Prospectus to be listed and admitted to trading on the regulated
market of Euronext Paris. The regulated market of Euronext Paris is a regulated market for the purposes of the Directive 2004/39/EC
of 21 April 2004 (each such market being a "Regulated Market"). English Law Covered Bonds and French Law Covered Bonds
issued under the Programme may also be unlisted or listed and admitted to trading on any other market, including any other
Regulated Market in any member state of the European Economic Area ("EEA"). The relevant final terms (a form of which is
contained herein) in respect of the issue of any English Law Covered Bonds or French Law Covered Bonds, as the case may be, (the
"Final Terms") will specify whether or not such Covered Bonds will be listed and admitted to trading on any market and, if so, the
relevant market. The German Law Covered Bonds will not be admitted to trading nor listed on any market or stock exchange.
Covered Bonds admitted to trading on a Regulated Market of the European Union in circumstances which require the publication of
a prospectus under the Prospectus Directive shall have a minimum denomination of at least 100,000, or such higher amount as may
be allowed or required by the relevant monetary authority or any applicable laws or regulations.
Covered Bonds will be issued on a continuous basis in series (each a "Series") having one or more issue dates and (except in respect
of the first payment of interest) on terms otherwise identical, the Covered Bonds of each Series being intended to be interchangeable
with all other Covered Bonds of that Series. Each Series may be issued in tranches (each a "Tranche") on different issue dates. The
specific terms of each Series will be set forth in the Final Terms.
English Law Covered Bonds may be issued in bearer form ("Bearer English Law Covered Bonds"), which includes English Law
Covered Bonds that are specified to be Exchangeable Bearer Bonds, in bearer form exchangeable for Registered English Law
Covered Bonds ("Exchangeable Bearer Bonds"), or in registered form only ("Registered English Law Covered Bonds"). Bearer
English Law Covered Bonds having an original maturity of over one year will initially be represented by a temporary global note (a
"Temporary Global Note"). Bearer English Law Covered Bonds having an original maturity of one year or less will initially be
represented by a permanent global note. Interests in a Temporary Global Note will be exchangeable for interests in a permanent
global note (a "Permanent Global Note" and together with the Temporary Global Note, a "Global Note") or, if so stated in the
relevant Final Terms, for definitive English Law Covered Bonds in bearer form ("Definitive English Law Covered Bonds") in the
case of Bearer English Law Covered Bonds after the date falling forty (40) days after the issue date upon certification as to non-U.S.
beneficial ownership as more fully described herein. Interests in Permanent Global Notes will be exchangeable for definitive
English Law Covered Bonds in bearer form or (in the case of Exchangeable Bearer Bonds) registered form, in each case, as
described under "Summary of Provisions Relating to the English Law Covered Bonds While in Global Form". Registered English
Law Covered Bonds will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of
each Bondholder's entire holding of Registered English Law Covered Bonds of one Series.
If a Permanent Global Note is stated in the applicable Final Terms to be issued in new global note form ("New Global Notes" or
"NGNs"), it is intended to be eligible collateral for Eurosystem monetary policy and such Permanent Global Note will be delivered
on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Permanent Global Notes
which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Certificates may (a) in the case of a Tranche intended
to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on
behalf of Euroclear and Clearstream, Luxembourg or (b) in the case of a Tranche intended to be cleared through Euroclear France,
be deposited on the issue date with Euroclear France acting as Central Depositary or (c) in the case of a Tranche intended to be

2
cleared through a clearing system other than or in addition to Euroclear or Clearstream, Luxembourg or delivered outside a clearing
system, as agreed between the Issuer and the relevant Dealer(s).
One or more series of Registered English Law Covered Bonds may be offered to investors in the United States pursuant to the
exemption from registration provided by Section 3(a)(2) (the "3(a)(2) Covered Bonds") of the Securities Act of 1933, as amended
(the "Securities Act"). 3(a)(2) Covered Bonds will be entitled to the benefit of an unconditional senior guarantee (the "US
Guarantee") of the due payment thereof issued by BNP Paribas, acting through its New York Branch (in such capacity, the "US
Guarantor"). 3(a)(2) Covered Bonds will initially be represented by a permanent registered global Certificate (each, a "3(a)(2)
Global Certificate"), without interest coupons, which will be deposited on the issue date with a custodian for, and registered in the
name of Cede & Co. as nominee for, the Depository Trust Company ("DTC").
Alternatively, one or more series of Registered English Law Covered Bonds may be offered only to qualified institutional buyers
("QIBs") in the United States in reliance on the exemption from registration provided by Rule 144A (the "144A Covered Bonds")
under the Securities Act ("Rule 144A"). Any such 144A Covered Bonds may simultaneously be offered outside the United States to
non-U.S. persons (as such term is defined in Rule 904 under the Securities Act (a "non-U.S. person")) pursuant to Regulation S (the
"Regulation S Covered Bonds").
Regulation S Covered Bonds will initially be represented by a permanent registered global Certificate (each an "Unrestricted
Global Certificate"), without interest coupons, which may (or in the case of English Law Covered Bonds listed on Euronext Paris
will) be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg or if a Global
Certificate (as defined below) is stated in the applicable Final Terms to be issued under the new safekeeping structure ("NSS"), it is
intended to be eligible collateral for Eurosystem monetary policy and such Global Certificate will be delivered on or prior to the
original issue date of the Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. An Unrestricted Global
Certificate in respect of a Tranche of English Law Covered Bonds that is not to be listed on Euronext Paris may be cleared through a
clearing system other than or in addition to Euroclear, Clearstream, Luxembourg or DTC (as defined below) or delivered outside a
clearing system, as agreed between the Issuer and the relevant Dealer.
144A Covered Bonds will initially be represented by a permanent registered global Certificate (each a "Restricted Global
Certificate" and, together with the 3(a)(2) Global Certificate and the Unrestricted Global Certificate, the "Global Certificates"),
without interest coupons, which may be deposited on the issue date either (a) with a common depositary on behalf of Euroclear and
Clearstream, Luxembourg, (b) with a custodian for, and registered in the name of Cede & Co. as nominee for, DTC or (c) if a Global
Certificate is stated in the NSS, it is intended to be eligible collateral for Eurosystem monetary policy and such Global Certificate
will be delivered on or prior to the original issue date of the Tranche to a Common Safekeeper for Euroclear and Clearstream,
Luxembourg.
French Law Covered Bonds may be issued either in dematerialised form ("Dematerialised Covered Bonds") or in materialised
form ("Materialised Covered Bonds") as more fully described herein. Dematerialised Covered Bonds will at all times be in book
entry form in compliance with Articles L. 211-3 et seq. of the French Monetary and Financial Code (Code monétaire et financier).
No physical documents of title will be issued in respect of the Dematerialised Covered Bonds.
Dematerialised Covered Bonds may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in
the books of Euroclear France (acting as central depositary) which shall credit the accounts of the Account Holders (as defined in
"Terms and Conditions of the Covered Bonds - Form, Denomination, Title and Redenomination") including Euroclear Clearstream,
Luxembourg , or (ii) in registered form (au nominatif) and, in such latter case, at the option of the relevant Bondholder (as defined in
"Terms and Conditions of the Covered Bonds - Form, Denomination, Title and Redenomination"), in either fully registered form (au
nominatif pur), in which case they will be inscribed in an account maintained by the Issuer or by a registration agent (appointed in
the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be
inscribed in the accounts of the Account Holders designated by the relevant Bondholder.
Materialised Covered Bonds will be in bearer materialised form only and may only be issued outside France. A temporary global
certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in relation to
Materialised Covered Bonds. Such Temporary Global Certificate will subsequently be exchanged for definitive Materialised
Covered Bonds with, where applicable, coupons for interest or talons attached (the "Definitive Materialised Covered Bonds"), on
or after the fortieth (40th) day after the issue date of the Covered Bonds (subject to postponement as described in "Temporary Global
Certificate in respect of Materialised Covered Bonds") upon certification as to non-U.S. beneficial ownership as more fully
described herein. Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or
Clearstream, Luxembourg, be deposited on the issue date with a common depositary for Euroclear and Clearstream, Luxembourg,
and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or
Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant
Dealer(s) (as defined below).
German Law Covered Bonds will be issued in materialised registered form only.
None of the Covered Bonds or US Guarantee have been or will be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction in the United States. The Covered Bonds may include Covered Bonds
in bearer form (including Definitive English Law Covered Bonds and French Law Covered Bonds which are Materialised
Covered Bonds) or Exchangeable Bearer Bonds that are subject to U.S. tax law requirements. Subject to certain exceptions,
the Covered Bonds may not be offered or sold or, in the case of Bearer English Law Covered Bonds, delivered within the

3
United States or to, or for the account or benefit of, United States persons as defined in the U.S. Internal Revenue Code of
1986, as amended.
The Covered Bonds are being offered and sold only outside the United States to non-U.S. persons in reliance on Regulation S
of the Securities Act, provided, that Registered English Law Covered Bonds may be offered and sold within the United States
either: (i) pursuant to Section 3(a)(2) of the Securities Act, or (ii) in reliance on Rule 144A only to QIBs. Prospective
purchasers are hereby notified that sellers of the 144A Covered Bonds may be relying on the exemption from provisions of
Section 5 of the Securities Act provided by Rule 144A of the Securities Act. For a description of certain restrictions on
offers, sales and transfers of 144A Covered Bonds and on distribution of this Base Prospectus, see "Transfer Restrictions"
and "Plan of Distribution".
The Issuer has not registered as an investment company pursuant to the United States Investment Company Act of 1940, as
amended.
None of the Covered Bonds or the US Guarantee is insured by the Federal Deposit Insurance Corporation (the "FDIC") or
any other U.S. governmental agency. Neither BNP Paribas nor the Issuer is subject to the periodic reporting requirements of
the U.S. Securities Exchange Act of 1934.
Covered Bonds issued under the Programme are expected on issue to be rated AAA by Standard & Poor's Ratings Services and
AAA by Fitch Ratings (together, the "Rating Agencies"). A 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 assigning rating agency. As of the date of this Base Prospectus,
each of the Rating Agencies is established in the European Union and is registered under Regulation (EU) No. 1060/2009, as
amended and is included in the list of registered credit rating agencies published at the website of the European Securities and
Markets Authority (www.esma.europa.eu/page/List-registered-and-certified-CRAs).
This Base Prospectus and the documents incorporated by reference in this Base Prospectus will be available on the websites of BNP
Paribas (www.invest.bnpparibas.com/) and the AMF (www.amf-france.org).
See "Risk Factors" below for certain information relevant to an investment in the Covered Bonds to be issued under the
Programme.
In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and with the Règlement général of the
Autorité des marchés financiers (AMF), in particular Articles 212-31 to 212-33, the AMF has granted to this Base Prospectus its
visa n°13-281 on 18 June 2013. This document may be used for the purposes of a financial transaction only if it is supplemented by
final terms. It was prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L.621-8-1-I of
the French Code monétaire et financier, the visa was granted following an examination by the AMF of "whether the document is
complete and understandable, and whether the information it contains is consistent". It does not imply that the AMF has verified the
accounting and financial data set out herein. This visa has been granted subject to the publication of final terms in accordance with
Article 212-32 of the AMF's Règlement général, setting out the terms and conditions of the securities to be issued.
ARRANGER AND PERMANENT DEALER
BNP PARIBAS

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This Base Prospectus (together with all supplements thereto from time to time) constitutes a base
prospectus for the purposes of Article 5.4 of the Prospectus Directive and contains all relevant information
concerning the Issuer which is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Issuer, as well as the base terms
and conditions of the English Law Covered Bonds and French Law Covered Bonds to be issued under the
Programme. The terms and conditions applicable to each Tranche not contained herein (including,
without limitation, the aggregate nominal amount, issue price, redemption price thereof, and interest, if
any, payable thereunder) will be determined by the Issuer and the relevant Dealer(s) at the time of the
issue and will be set out in the relevant Final Terms.
This Base Prospectus should be read and construed in conjunction with any document and/or information
which is incorporated herein by reference in accordance with Article 212-11 of the Règlement général of
the AMF implementing the Prospectus Directive in France and Article 28 of the European Commission
Regulation no.809/2004 dated 29 April 2004 (see "Documents incorporated by Reference" below) as well
as, in relation to any Tranche of Covered Bonds, with the relevant Final Terms.
This Base Prospectus (together with all supplements thereto from time to time) may only be used for the
purposes for which it has been published.
No person is or has been authorised to give any information or to make any representation other than
those contained or incorporated by reference in this Base Prospectus in connection with the issue or sale of
the Covered Bonds and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer, the US Guarantor, the Arranger or the Dealer (as defined in
"General Description of the Programme"). Neither the delivery of this Base Prospectus nor any sale made
in connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer since the date hereof or the date upon which this Base Prospectus has
been most recently amended or supplemented, or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented, or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied, or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of Covered Bonds in certain jurisdictions
may be restricted by law. The Issuer and the Dealer do not represent that this Base Prospectus may be
lawfully distributed, or that any Covered Bonds may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Dealer which is intended to permit a public
offering of any Covered Bonds or distribution of this Base Prospectus in any jurisdiction where action for
that purpose is required. Accordingly, no Covered Bond may be offered or sold, directly or indirectly, and
neither this Base Prospectus nor any offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Base Prospectus or any Covered Bonds may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Covered Bonds. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of Covered Bonds in the United States of America, Japan and the
European Economic Area (including France, Republic of Italy, the Netherlands and the United Kingdom).
For a description of these and certain further restrictions on offers, sales and transfers of Covered Bonds
and on distribution of this Base Prospectus, see "Transfer Restrictions" and "Plan of Distribution".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arranger or the Dealer to subscribe for, or purchase, any Covered Bonds.
The Arranger and the Dealer have not separately verified the information contained or incorporated by
reference in this Base Prospectus. Neither the Arranger nor the Dealer makes any representation, express
or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information contained or incorporated by reference in this Base Prospectus. Neither this Base Prospectus
nor any other information supplied in connection with the Programme (including any information
incorporated by reference therein) is intended to provide the basis of any credit or other evaluation and

5
should not be considered as a recommendation by any of the Issuer, the US Guarantor, the Arranger or
the Dealer that any recipient of this Base Prospectus or any other financial statements should purchase the
Covered Bonds. Each prospective investor of Covered Bonds should determine for itself the relevance of
the information contained or incorporated by reference in this Base Prospectus and its purchase of
Covered Bonds should be based upon such investigation as it deems necessary. Neither the Arranger nor
the Dealer undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or prospective investor in
the Covered Bonds of any information that may come to the attention of the Dealer or the Arranger.
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in
the applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to supporting
the market price of the Covered Bonds 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 final terms of the offer of the relevant Tranche is made and, if
begun, may be ended at any time, but it must end no later than the earlier of thirty (30) days after the
issue date of the relevant Tranche and sixty (60) days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable
laws and rules.
None of the Dealer or the Issuer or the US Guarantor makes any representation to any prospective
investor on the Covered Bonds regarding the legality of its investment under any applicable laws. Any
prospective investor in the Covered Bonds should be able to bear the economic risk of an investment in the
Covered Bonds for an indefinite period of time.
Prospective purchasers of Covered Bonds should ensure that they understand the nature of the relevant
Covered Bonds and the extent of their exposure to risks and that they consider the suitability of the
relevant Covered Bonds as an investment in the light of their own circumstances and financial condition.
Covered Bonds involve a high degree of risk and potential investors should be prepared to sustain a total
loss of the purchase price of their Covered Bonds. For more information, see "Risk Factors".
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "euro" or "EUR" are to the lawful currency of the Member States of the European Union that
have adopted the single currency in accordance with the Treaty establishing the European Community, as
amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, references
to "£", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom, references
to "$", "USD" and "US Dollar" are to the lawful currency of the United States of America, references
to "¥", "JPY" and "Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss
Francs" are to the lawful currency of the Swiss Confederation.
The Covered Bonds have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any State securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the Covered Bonds or the accuracy or adequacy of the Base Prospectus. Any representation to
the contrary is a criminal offence in the United States.
CIRCULAR 230 DISCLOSURE
To ensure compliance with Treasury Department Circular 230, each US Holder (as
defined below) is hereby notified that:
(i) the following summary of US federal income tax issues was not intended or written
to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties
that may be imposed on the taxpayer under the US federal income tax laws; (ii) the
summary was written to support the promotion or marketing (within the meaning of
Circular 230) of the transactions or matters addressed thereby; and (iii) the taxpayer
should seek advice from its own tax advisor based on the taxpayer's particular
circumstances.

6
FOR NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES 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 STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
So long as any of the registered Covered Bonds resold in the United States to qualified institutional buyers are
"restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, and the Issuer is not subject
to and in compliance with Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor
exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Issuer has undertaken to furnish to each holder
or beneficial owner of Covered Bonds resold in the United States to qualified institutional buyers and to any
prospective purchaser, any information required to be delivered under Rule 144A(d)(4) under the Securities Act.
FORWARD-LOOKING STATEMENTS
Some sections of this Base Prospectus, in particular, "The Issuer", and of the documents incorporated by
reference, in particular BNP Paribas' Information Statement, contain forward-looking statements. The Issuer, the
US Guarantor and the BNP Paribas Group may also make forward-looking statements in their audited annual
financial statements, in their interim financial statements, in their offering circulars, in press releases and other
written materials and in oral statements made by their officers, directors or employees to third parties.
Statements that are not historical facts, including statements about the Issuer, the US Guarantor and/or BNP
Paribas' 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, the US Guarantor and BNP Paribas undertake
no obligation to update publicly any of them in light of new information or future events.
SUPPLEMENT TO THE BASE PROSPECTUS
In connection with Covered Bonds admitted to trading on a Regulated Market, unless the Issuer does not intend
to issue Covered Bonds under the Programme for the time being, if at any time during the duration of the
Programme there is a significant change affecting any matter contained or incorporated by reference in this base
prospectus (the "Base Prospectus"), including any modification of the terms and conditions or generally any
significant new factor, material mistake or inaccuracy relating to information, included in this Base Prospectus
which is capable of affecting the assessment of any Covered Bonds, which inclusion would reasonably be
required by investors, and would reasonably be expected by them to be found in this Base Prospectus, for the
purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and
prospects of the Issuer and the rights attaching to the Covered Bonds, the Issuer shall prepare a supplement to the
Base Prospectus in accordance with Article 16 of the Prospectus Directive and Article 212-25 of the AMF's
Règlement général for use in connection with any subsequent offering of the Covered Bonds, submit such
supplement to the Base Prospectus to the AMF for approval and supply each Dealer, Euronext Paris and the
AMF with such number of copies of such supplement to the Base Prospectus as may reasonably be requested.

7
Table of Contents
AVAILABLE INFORMATION..............................................................................................................................................6
FORWARD-LOOKING STATEMENTS ..............................................................................................................................6
SUPPLEMENT TO THE BASE PROSPECTUS ..................................................................................................................6
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS.................................8
DOCUMENTS INCORPORATED BY REFERENCE.........................................................................................................9
GENERAL DESCRIPTION OF THE PROGRAMME......................................................................................................13
RISK FACTORS ....................................................................................................................................................................31
US GUARANTEE OF 3(A)(2) COVERED BONDS............................................................................................................50
THE BRANCH .......................................................................................................................................................................50
SUPERVISION AND REGULATION OF THE BRANCH AND BNP PARIBAS IN THE UNITED STATES............50
STRUCTURE DIAGRAM PRINCIPAL PROGRAMME PARTIES.............................................................................54
USE OF PROCEEDS .............................................................................................................................................................56
TERMS AND CONDITIONS OF THE COVERED BONDS.............................................................................................57
SUMMARY OF PROVISIONS RELATING TO THE ENGLISH LAW COVERED BONDS WHILE IN GLOBAL
FORM......................................................................................................................................................................................93
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF FRENCH LAW COVERED BONDS WHICH ARE
MATERIALISED COVERED BONDS................................................................................................................................99
CLEARING AND SETTLEMENT IN RESPECT OF ENGLISH LAW COVERED BONDS .....................................101
THE ISSUER ........................................................................................................................................................................104
THE BORROWER AND THE BORROWER FACILITY AGREEMENT....................................................................132
THE BORROWER COLLATERAL SECURITY.............................................................................................................139
THE AFFILIATES, THE AFFILIATE FACILITY AGREEMENTS AND THE AFFILIATE COLLATERAL
SECURITY ...........................................................................................................................................................................151
ASSET MONITORING .......................................................................................................................................................158
CASH FLOW........................................................................................................................................................................173
ORIGINATION OF THE HOME LOANS ........................................................................................................................178
THE HEDGING STRATEGY.............................................................................................................................................181
TAXATION...........................................................................................................................................................................186
TRANSFER RESTRICTIONS............................................................................................................................................201
PLAN OF DISTRIBUTION ................................................................................................................................................203
FORM OF FINAL TERMS.................................................................................................................................................208
GENERAL INFORMATION..............................................................................................................................................220
INDEX OF DEFINED TERMS...........................................................................................................................................223

8
PERSONS RESPONSIBLE FOR THE INFORMATION
GIVEN IN THE BASE PROSPECTUS
In the name of the Issuer
To the best of my knowledge, having taken all reasonable care to ensure that such is the case, I represent that the
information relating to the Issuer contained or incorporated by reference in this Base Prospectus is in accordance
with the facts and contains no omission likely to affect its import.
Paris, 18 June 2013
BNP Paribas Home Loan SFH
1, boulevard Haussmann
75009 Paris
France
duly represented by Mrs Valérie BRUNERIE
in its capacity as Président Directeur Général of the Issuer

9
DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus shall be read and construed in conjunction with the sections referred to in the table below
which are incorporated in, and shall be deemed to form part of, this Base Prospectus (the "Documents
Incorporated by Reference") and which are included in the following documents, which have been previously
published and filed with the AMF:
-
the free English translation of the "BNP Paribas Home Loan SFH Etats Financiers au
31 décembre 2012" which contain the audited financial statements of the Issuer for the financial
year ended 31 December 2012 together with the free English translation of the statutory auditors'
report thereon (together the "2012 Financial Statements");
-
the free English translation of the "BNP Paribas Home Loan SFH Etats Financiers au
31 décembre 2011" which contain the audited financial statements of the Issuer for the financial
year ended 31 December 2011 together with the free English translation of the statutory auditors'
report thereon (together the "2011 Financial Statements");
-
the information statement relating to BNP Paribas, dated 3 June 2013 (the "Information
Statement");
-
the audited consolidated financial statements of BNP Paribas as at, and for the years ended,
31 December 2011 and 31 December 2012 (the "BNPP 2011 Financial Statements" and the
"BNPP 2012 Financial Statements" respectively), together with the respective statutory auditors'
reports thereon, as contained, respectively, in BNP Paribas' document de référence et rapport
financier annuel in English for 2011 (the "2011 Registration Document") and BNP Paribas'
document de référence et rapport financier annuel in English for 2012 (the "2012 Registration
Document"); and
-
Chapter 5 (entitled "Pillar 3") of the 2011 Registration Document and Chapter 5 (entitled "Risks
and Capital Adequacy") of the 2012 Registration Document; and
-
the sections "Terms and Conditions of the Covered Bonds" of the following base prospectuses
relating to the Programme: (i) Base Prospectus dated 15 June 2012 (pages 63 to 100), (ii) Base
Prospectus dated 15 June 2011 (pages 60 to 97), (iii) Base Prospectus dated 27 July 2010 (pages
45 to 80), (iv) Base Prospectus dated 16 July 2009 (pages 36 to 64), (v) Base Prospectus dated
9 January 2008 (pages 38 to 65) and (vi) Base Prospectus dated 8 July 2008 (pages 37 to 64).
All Documents Incorporated by Reference in this Base Prospectus may be obtained, without charge on request,
at the principal office of the Issuer and the Paying Agents set out at the end of this Base Prospectus during
normal business hours so long as any of the Covered Bonds are outstanding. Such documents will be published
on the website of the AMF (www.amf-france.org). The 2012 Financial Statements and the 2011 Financial
Statements are published on the website of the Issuer (www.invest.bnpparibas.com/ - heading BNP Paribas
Debt) and www.info-financière.fr. The Information Statement, the 2011 Registration Document, the 2012
Registration Document and their respective original French versions are published on the websites of BNP
Paribas (www.invest.bnpparibas.com/ - heading financial reports) and www.info-financière.fr.
Any information not listed in the cross reference list but included in the documents mentioned is given for
information purposes only and is not required by the relevant schedules of the Commission Regulation No
809/2004 of 29 April 2004, as amended.

10
Cross-reference list
INFORMATION INCORPORATED BY REFERENCE
REFERENCE
(Annex XI of the European Regulation 809/2004/EC)
11. FINANCIAL INFORMATION CONCERNING BNP PARIBAS HOME LOAN SFH'S ASSETS AND
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
11.1 Historical Financial Information
2011 Financial Statements
Profit and Loss Account
Page 3
Balance sheet
Page 4
Summary of Financial Principles applied by BNP Paribas Home Pages 5 to 6
Loan SFH
Notes to the Profit and Loss Account
Pages 7 to 8
Notes to the Balance Sheet
Pages 9 to 10
Additional information
Page 11
Statutory Auditors' Report
Pages 13 to 15
2012 Financial Statements
Profit and Loss Account
Page 3
Balance sheet
Page 4
Summary of Financial Principles applied by BNP Paribas Home Pages 5 to 7
Loan SFH
Notes to the Profit and Loss Account
Pages 8 to 9
Notes to the Balance Sheet
Pages 9 to 10
Additional information
Pages 11 to 12
Statutory Auditors' Report
Pages 14 to 16