Obligation BNP Paribas US MTN Program LLC 3.25% ( US05574LFY92 ) en USD

BNP Paribas US MTN Program LLC

100 % ▼

France

US05574LFY92 ( en USD )

3.25% par an ( paiement semestriel )

02/03/2023 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas/BNP Paribas US Medium Term Note Program LLC US05574LFY92 en USD 3.25%, échue

1 000 USD

1 000 000 000 USD

05574LFY9

A+ ( Qualité moyenne supérieure )

Aa3 ( Haute qualité )

BNP Paribas US Medium Term Note Program LLC est une entité émettrice de titres de créance à moyen terme pour BNP Paribas aux États-Unis.

L'Obligation émise par BNP Paribas US MTN Program LLC ( France ) , en USD, avec le code ISIN US05574LFY92, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/03/2023

L'Obligation émise par BNP Paribas US MTN Program LLC ( France ) , en USD, avec le code ISIN US05574LFY92, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par BNP Paribas US MTN Program LLC ( France ) , en USD, avec le code ISIN US05574LFY92, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Execution Version

$1,000,000,000 10-Year Fixed Rate Notes, Due 2023

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, the attached Prospectus Supplements and attached 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
Supplements 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 Supplements and Base Prospectus.

Issuer: BNP Paribas (rated A+/A2/A+)*.
Interest Calculation Period: The Interest Amount will be payable
Guarantor: The Issuer acting through the New York Branch.
semi-annually in arrears on each Interest Payment Date. The first
Principal Amount: $1,000,000,000
Interest Calculation Period will begin on, and include March 3, 2013
Issue Price: 99.291% or $998,210,000
and end on, but exclude, the first Interest Payment Date. Subsequent
Net Proceeds: 98.841% or $988,410,000
Interest Calculation Periods will begin on, and include, the most recent
Pricing Date: February 25, 2013
Interest Payment Date and end on, but exclude, the next succeeding
Closing Date: March 4, 2013
Interest Payment Date.
Maturity Date: March 3, 2023
Business Day Convention: Modified Following.
Redemption Amount: 100% of the Principal Amount of the
Day Count Fraction: 30/360, unadjusted.
Notes.
Business Day: New York.
Call Option: Not Applicable.
Lead Manager: BNP Paribas Securities Corp. ("BNPP Securities
Type of Notes: Fixed Rate.
Corp.")
Type of Security: Senior, unsecured notes.
Senior Co-Lead Managers: BB Securities Ltd., Swedbank AB (publ),
Rate of Interest: 3.250% per annum.
TD Securities (USA) LLC
Benchmark: 1.884% - US Treasury 2.000% due February 15,
Co-Lead Managers: Banco Bradesco BBI S.A., Barclays Capital Inc.,
2023
Desjardins Securities Inc., ING Financial Markets LLC, Merrill Lynch,
Issue Yield: 3.334% per annum.
Pierce, Fenner & Smith Incorporated, nabSecurities, LLC, RBC Capital
Issue Spread to Pricing Benchmark: 1.450%
Markets, LLC, RBS Securities Inc., Santander Investment Securities
Interest Payment Date(s): March 3 and September 3 of each
Inc., Standard Chartered Bank, Wells Fargo Securities, LLC
year, commencing on September 3, 2013 and ending on the
Denominations: The Notes will be issued in denominations of $1,000.
Maturity Date.
Minimum trading size is $1,000. The Notes may only be transferred in
amounts of $1,000 and increments of $1,000 thereafter.
CUSIP: 05574LFY9
ISIN: US05574LFY92
Series: 1196
*"A+" (negative outlook) by Standard and Poor's Ratings Group, a rating of "A2" (stable outlook) by Moody's Investors Service Ltd, and
a rating of "A+" (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.
Certain Senior Co-Lead Managers and Co-Lead Managers are not U.S. registered broker-dealers and therefore may not make sales of any
notes in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that any such
Senior Co-Lead Manager or Co-Lead Managers intends to effect sales of the notes in the United States, they will do so only through or one
or more U.S. registered broker-dealers or otherwise as permitted by applicable U.S. law.
________________________________________________
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 INFORMATION
You should read this Pricing Supplement together with the Product Supplement, Prospectus
Supplements dated February 25, 2013, December 4, 2012 and June 1, 2012 and Base Prospectus. This
Pricing Supplement, together with the Product Supplement, Prospectus Supplements dated February 25,
2013, December 4, 2012 and June 1, 2012 and Base Prospectus, contain the terms of the Notes and
supersede 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 Supplements and Product
Supplement (including, in particular, the Risk Factors incorporated by reference into the Prospectus
Supplement dated as of February 25, 2013), 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.
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 Corp. 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 Corp. 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 Corp. 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

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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 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 Corp. 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 Corp., 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.

Investors should consult their own tax advisors to determine the tax consequences to them of
holding Notes and 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

Final regulations released by the U.S. Department of the Treasury on January 17, 2013 state that
Foreign Account Tax Compliance Act (FATCA) withholding (as described in "Taxation United States
Federal Income Taxation -- Information Reporting and Backup Withholding" in the Prospectus
Supplement dated June 1, 2012) will generally not apply to obligations that are issued prior to January 1,
2014; therefore, the Notes will not be subject to FATCA withholding.

3

Individuals that (i) are either (a) a U.S. citizen, (b) a resident alien for any part of the year, (c) a
nonresident alien that has made an election to be treated as a resident alien for purposes of filing a joint
U.S. federal income tax return or (d) a nonresident alien who is a bona fide resident of American Samoa or
Puerto Rico and (ii) own "specified foreign financial assets" with an aggregate value in excess of $50,000
on the last day of the taxable year (or with an aggregate value in excess of $75,000 at any time during the
taxable year), will generally be required to file an information report on IRS Form 8938 with respect to
such assets with their U.S. federal tax returns. "Specified foreign financial assets" include any financial
accounts maintained by foreign financial institutions, as well as any of the following, but only if they are
held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities
issued by non-United States persons, (ii) financial instruments and contracts that have non-United States
issuers or counterparties, and (iii) interests in foreign entities. Prospective purchasers that are individuals
are urged to consult their tax advisors regarding the application of this legislation to their ownership of
Notes.

Non-United States holders should note that recently proposed Treasury regulations, if finalized in
their current form, could impose a withholding tax at a rate of 30% (subject to reduction under an
applicable income tax treaty) on amounts attributable to U.S.-source dividends (including, potentially,
adjustments to account for extraordinary dividends) that are paid or "deemed paid" after December 31,
2013 under certain financial instruments, if certain other conditions are met. While significant aspects of
the application of these proposed regulations to the Notes are uncertain, if these proposed regulations were
finalized in their current form, we (or other withholding agents) might determine that withholding is
required with respect to Notes held by a non-United States holder or that the non-United States holder must
provide information to establish that withholding is not required. Non-United States holders should consult
their tax advisers regarding the potential application of these proposed regulations. If withholding is so
required, we will not be required to pay any additional amounts with respect to amounts so withheld.

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

PROSPECTUS SUPPLEMENT TO THE BASE PROSPECTUS DATED MAY 30, 2008, TO THE
PROSPECTUS SUPPLEMENT DATED JUNE 1, 2012 AND TO THE PROSPECTUS SUPPLEMENT
DATED DECEMBER 4, 2012

Up to U.S.$30,000,000,000
BNP PARIBAS
(as Issuer)
BNP PARIBAS US MEDIUM-TERM NOTE PROGRAM LLC
(as Issuer)
Notes Guaranteed by
BNP PARIBAS, NEW YORK BRANCH
Prospectus Supplement
to the Base Prospectus dated May 30, 2008, to the Prospectus Supplement dated June 1, 2012 and to the
Prospectus Supplement dated December 4, 2012
________________________________________________
This prospectus supplement should be read in conjunction with the base prospectus dated May 30,
2008, as amended by the prospectus supplements dated June 1, 2012 and December 4, 2012 (collectively, the
"Base Prospectus"), prepared in connection with the $30,000,000,000 U.S. Medium-Term Note Program of
BNP Paribas. All capitalized terms not defined herein shall have the meanings given to them in the Base
Prospectus.
This prospectus supplement has been prepared for the purposes of incorporating by reference certain
documents into the Base Prospectus. The following documents shall be deemed incorporated by reference into
the Base Prospectus, in each case, as published on the Bank's website at http://invest.bnpparibas.com (except
for item (vi), which is available at http://invest.bnpparibas.com/en/pid5857/registration-document.html):
(i)
the English version of the press release entitled "Fourth Quarter 2012 Results" dated as of
February 14, 2013;
(ii)
the English version of the slide presentation entitled "Fourth Quarter 2012 Results" dated as
of February 14, 2013; and
(iii)
the English version of the spreadsheet entitled "Fourth Quarter 2012 Results" dated as of
February 14, 2013;
(iv)
the English version of the slide presentation entitled "Selected Exposures as at 31 December
2012" dated as of February 14, 2013;
(v)
the English version of the unaudited consolidated financial statements of BNP Paribas, dated
as of February 14, 2013; and
(vi)
the English version of the document entitled "Risk Factors" dated as of February 20, 2013.
The provisions of this prospectus supplement supersede those of the Base Prospectus in the event and
to the extent of any inconsistency.
________________________________________________
Prospectus Supplement dated February 25, 2013

PROSPECTUS SUPPLEMENT TO THE BASE PROSPECTUS DATED MAY 30, 2008 AND
TO THE PROSPECTUS SUPPLEMENT DATED JUNE 1, 2012

Up to U.S.$30,000,000,000
BNP PARIBAS
(as Issuer)
BNP PARIBAS US MEDIUM-TERM NOTE PROGRAM LLC
(as Issuer)
Notes Guaranteed by
BNP PARIBAS, NEW YORK BRANCH

Prospectus Supplement
to the Base Prospectus dated May 30, 2008 and
to the Prospectus Supplement dated June 1, 2012

________________________________________________
This prospectus supplement should be read in conjunction with the base prospectus dated
May 30, 2008, as amended by the prospectus supplement dated June 1, 2012 (collectively, the
"Base Prospectus"), prepared in connection with the $30,000,000,000 U.S. Medium-Term Note
Program of BNP Paribas. All capitalized terms not defined herein shall have the meanings given
to them in the Base Prospectus.
This prospectus supplement has been prepared for the purposes of incorporating by
reference certain documents into the Base Prospectus. The following documents shall be
deemed incorporated by reference into the Base Prospectus: (i) the English version of the Third
Update to the Bank's 2011 Registration Document filed with the Autorité des Marchés
Financiers on November 9, 2012 and (ii) the English version of the Second Update to the Bank's
2011 Registration Document filed with the Autorité des Marchés Financiers on August 3, 2012,
in each case, as published on the Bank's website at http://invest.bnpparibas.com and excluding
the section entitled "Person Responsible for the Update to the Registration Document".
The provisions of this prospectus supplement supersede those of the Base Prospectus in
the event and to the extent of any inconsistency.
________________________________________________
Prospectus Supplement dated December 4, 2012

Product Supplement
to the Prospectus Supplement dated June 01, 2012 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 01, 2012 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.

June 1, 2012

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........................................................................................................................ 14
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. ................................................................................... 28
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 ......................................................... 77
Currency Exchange Rates ........................................................................................................................................................................... 78
Market Disruption Events Relating to Notes with the Underlying Asset Comprised of a Currency Exchange Rate or
Currency Exchange Rates .................................................................................................................................................. 83
Adjustments Relating to Notes with the Underlying Asset Comprised of a Currency Exchange Rate or Currency
Exchange Rates .................................................................................................................................................................. 84
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 .................................................................... 85

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

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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.

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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.

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