Obligation BNP Paribas SA 4.6% ( XS0288084881 ) en EUR

Société émettrice BNP Paribas SA
Prix sur le marché 100 %  ▼ 
Pays  Belgique
Code ISIN  XS0288084881 ( en EUR )
Coupon 4.6% par an ( paiement annuel )
Echéance 30/03/2017 - Obligation échue



Prospectus brochure de l'obligation BNP Paribas XS0288084881 en EUR 4.6%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 50 000 000 EUR
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 ( Belgique ) , en EUR, avec le code ISIN XS0288084881, paye un coupon de 4.6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/03/2017








BASE PROSPECTUS


FORTIS BANK nv-sa
(INCORPORATED AS A PUBLIC COMPANY WITH LIMITED LIABILITY (NAAMLOZE VENNOOTSCHAP/SOCIÉTÉ ANONYME) UNDER THE LAWS OF BELGIUM, ENTERPRISE NO.
0403.199.702 , REGISTER OF LEGAL ENTITIES OF BRUSSELS)
AND
FORTIS LUXEMBOURG FINANCE S.A.
(INCORPORATED AS A SOCIÉTÉ ANONYME UNDER THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG
REGISTERED WITH THE LUXEMBOURG REGISTRY OF COMMERCE AND COMPANIES UNDER NO. B 24,784)
UNCONDITIONALLY* AND IRREVOCABLY GUARANTEED BY
FORTIS BANK nv-sa

EUR 15,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
FORTIS BANK nv-sa and Fortis Luxembourg Finance S.A. are part of Fortis
Under this Euro Medium Term Note Programme (the "Programme"), FORTIS BANK nv-sa ("Fortis Bank") and FORTIS LUXEMBOURG FINANCE S.A. ("Fortis Luxembourg" and together
with Fortis Bank, the "Issuers" and each an "Issuer") may, from time to time, issue Euro Medium Term Notes (the "Notes"), subject to compliance with all relevant laws, regulations and directives and
subject to obtaining any appropriate approval or other consents. Notes issued by Fortis Luxembourg will be guaranteed on a subordinated or unsubordinated basis by Fortis Bank nv-sa (the "Guarantor").
This base prospectus prepared in connection with the Programme constitutes a base prospectus for the purposes of Article 5.4 of the Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive"), as revised, supplemented or amended
from time to time by the Issuers and the Guarantor (the "Base Prospectus"). As a result, Notes issued under the Programme may be offered to the public or/and admitted to trading on a regulated market
(as defined in Directive 93/22/EEC) as more fully described below and subject to the relevant implementing measures of the Prospectus Directive in the relevant Member State.
Notes issued under the Programme may be in the form of the new global note, the new format for international debt securities which will ensure compliance of the Notes with European
Central Bank ("ECB") Standard 3 eligibility criteria for use as collateral in Eurosystem monetary operations.
A general description of the Programme can be found on page 23. The aggregate principal amount of Notes outstanding from time to time will not exceed EUR 15,000,000,000 (or the
equivalent in other currencies, as calculated by reference to the aggregate principal amount of the Notes), subject to any duly authorised increase. The Notes will be issued on a continuous basis. The
Notes may bear interest at a fixed or floating rate, on a variable coupon amount basis or any combination of those or may be issued on a fully discounted basis and not bear interest, and the amount
payable on the redemption of Notes may be fixed or variable. The Notes may also be redeemed by delivery of shares, bonds or loans. Notes will be issued in series (each a "Series") having one or more
issue dates and the same maturity date (if any), bearing interest (if any) on the same basis and at the same rate and on terms otherwise identical. The length of interest periods, and the rate of interest in
respect thereof, may differ from the length and the rate of interest in respect of subsequent or, as the case may be, preceding interest periods. Each Series may be issued in tranches (each a "Tranche")
on different issue dates. The specific terms of each Tranche will be set forth in a set of final terms to this Base Prospectus which is the final terms document substantially in the relevant form set out in the
section entitled "Forms of Final Terms" on page 182 which will be completed at the time of the agreement to issue each Tranche of Notes and which will constitute final terms for the purposes of Article 5.4
of the Prospectus Directive (the "Final Terms").
The Issuers may redeem the Notes if certain changes in Luxembourg or Belgian taxation law occur or, if the Final Terms issued in respect of any Series so provides, in the circumstances set
out in it. An Issuer and, if applicable, the Guarantor, may agree with any Dealer (as defined below) that Notes may be issued, offered to the public, and/or admitted to trading on a regulated market in a
form not contemplated by the Terms and Conditions of the Notes described in this Base Prospectus, in which event a supplement to the Base Prospectus or, if appropriate, a Drawdown Prospectus (as
defined below), will be submitted for approval to the relevant competent authority and will be made available.
In the case of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise.
Moreover, an investment in Notes issued under the Programme involves certain risks. Prospective investors and purchasers should consider the investment considerations set forth
in the section entitled "Risk Factors" on page 9 as well as the selling restrictions as set out on page 175.
This Programme has been rated by Moody's Investors Service Limited ("Moody's"), Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies Inc. ("S&P"), and Fitch
IBCA. Nevertheless, some Tranches of Notes issued under the Programme may be assigned a specific rating that will not necessarily be the same as the rating assigned to the Programme. A security
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the relevant assigning rating agency. A brief explanation of the
meaning of the ratings is included on page 226 of this Base Prospectus.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose
of the Prospectus Directive and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive, the Luxembourg Law dated 10 July 2005 on
prospectuses for securities, and any other relevant implementing legislation in Luxembourg for the purpose of giving information with regard to the issue of Notes under the Programme during the period of
twelve months after the date of publication of this Base Prospectus. Consequently Notes issued under the Programme may be offered to the public, in accordance with the requirements of the Prospectus
Directive.
The Issuers have requested the CSSF to provide to the relevant competent authority of the Netherlands, Belgium, France, Poland and Spain respectively, with a certificate of approval
attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. The Issuers reserve the right to request the CSSF to provide the competent authority of any other host
Member State, in the meaning of the Prospectus Directive, with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive, such
notification being accompanied by the relevant translation of the summary of this Base Prospectus, if applicable.
The Notes will be offered by the Issuers through Fortis Bank nv-sa, ABN AMRO Bank N.V., Banco Bilbao Vizcaya Argentaria, S.A., Barclays Bank PLC, BNP Paribas, CALYON, Citigroup
Global Markets Limited, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities Ltd., Lehman Brothers International (Europe), Merrill Lynch International, Société Générale, The Royal Bank
of Scotland plc and UBS Limited (the "Dealers", which expression shall include any additional Dealers appointed under this Programme from time to time, for a specific Tranche of Notes or on an ongoing
basis, and details of which in relation to each Tranche will be set forth in the relevant Final Terms). The Issuers or the Dealers may reject any offer as a whole or, subject to the terms of such offer, in part.
Dealers may also purchase Notes on their own behalf. An issue of Notes may also be underwritten by two or more Dealers on a several basis only or on a joint and several basis. For further details, please
refer to the section entitled "Plan of Distribution" on page 175.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to listing on the official list and to trading on the regulated market of
the Luxembourg Stock Exchange under the Prospectus Directive during the period of 12 months after the date of publication of this Base Prospectus. Application has been made to the AIAF Fixed Income
Market ("AIAF"), Euronext Amsterdam N.V. ("Euronext Amsterdam"), Euronext Brussels ("Euronext Brussels"), Euronext Paris S.A. ("Euronext Paris") and the Warsaw Stock Exchange (Gielda
Papierów Wartociowych w Warszawie S.A) ("GPW S.A.") for Notes issued under the Programme to be admitted to listing and trading on the respective regulated markets of the AIAF in Spain, Eurolist by
Euronext Amsterdam in the Netherlands, Eurolist by Euronext Brussels in Belgium, Eurolist by Euronext Paris in France and GPW S.A in Poland. The CSSF has been requested to provide the Spanish
Comisión Nacional del Mercado de Valores (the "NM"), the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"), the Belgian Banking Finance and Insurance
Commission (Commission bancaire, financière et des assurances, the "BFIC"), the French Autorité des marches financiers (the "AMF") and the Polish Komisja Papierów Wartociowych i Gield (the
"KPWiG") (in their respective capacities as the relevant host Member States' (as defined below) competent authority for the purposes of the Prospectus Directive) with a certificate of approval attesting that
the Base Prospectus has been drawn up in accordance with the Prospectus Directive. However, please refer to the section entitled "Plan of Distribution" for a description of certain restrictions in relation to
the admission to trading of certain Notes on Euronext Amsterdam. Application will also be made to the Swiss Exchange ("SWX") for Notes issued under the Programme to be admitted to listing and/or
trading on SWX. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation
system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuers. Under the Luxembourg
Law dated 10 July 2005 on prospectuses for securities, which implements the Prospectus Directive, prospectuses relating to an offering to the public or to the admission to trading on a regulated market of
money market instruments with a maturity at issue of less than 12 months that also comply with the definition of securities are not subject to the approval provisions of such law and do not have to be
approved by the CSSF.
Each Tranche of Notes in bearer form will, unless otherwise provided on the Final Terms, initially be represented by a temporary global Note which will be deposited on the issue date with a
common depositary on behalf of Euroclear Bank S.A./N.V., ("Euroclear") and/or Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") and/or any other relevant clearing
system. Interests in temporary global Notes will be exchangeable for interests in permanent global Notes (together with any temporary global Note, the "Global Notes") or, if so provided in the relevant
temporary Global Note, for definitive Notes in bearer or registered form after the date falling 40 days after the completion of distribution of the relevant Tranche upon certification as to non-U.S. beneficial
ownership in the manner and upon compliance with the procedures described under "Summary of Provisions relating to Global Notes". Interests in a permanent Global Note will be exchangeable for
definitive Notes in bearer form or registered form, in each case as described in the section entitled "Summary of Provisions relating to Global Notes" on page 127. In the case of Notes issued by Fortis
Bank and if so provided in the relevant Final Terms, the Notes will be represented by a permanent Global Note which will be deposited on or about the issue date with the National Bank of Belgium or any
successor thereto (the "NBB") as operator of the X/N System or its custodian.

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

Dealers
ABN AMRO
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BARCLAYS CAPITAL
BNP PARIBAS
CALYON CORPORATE AND INVESTMENT BANK
CITIGROUP
FORTIS BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
JPMORGAN
LEHMAN BROTHERS
MERRILL LYNCH INTERNATIONAL
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK

This Base Prospectus is dated 29 September 2006.



This Base Prospectus supersedes all previous offering circulars or base prospectuses in connection with
the Programme. Any Notes issued under the Programme are issued subject to the provisions set out herein. This
does not affect any Notes already issued or any Notes issued after the date of this Base Prospectus and forming a
single Series with Notes issued prior to the date of this Base Prospectus. This Base Prospectus should be read in
conjunction with any supplement hereto and any other documents or information incorporated herein by reference
and, in relation to any Tranche of Notes which is subject to Final Terms, must be read and construed together with
the relevant Final Terms.
Responsibility Statement
This Base Prospectus has been prepared for the purpose of giving information with regard to the Issuers,
the Guarantor, their respective subsidiaries (if any) and the Notes.
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base
Prospectus. The Issuer and the Guarantor declare that, having taken all reasonable care to ensure that such is the
case the information contained in this Base Prospectus is in accordance with the facts and contains no omission
likely to affect its import.
Notice
Each of the Issuers and the Guarantor have confirmed to the Dealers that this Base Prospectus (subject
to being supplemented by the relevant Final Terms) contains all such information as investors and their
professional advisers would reasonably require, and reasonably expect to find, for the purpose of making an
informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the
Issuers and, where applicable, the Guarantor and of the rights attaching to the relevant Notes.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein in the section
entitled "Terms and Conditions of the Notes" (the "Conditions") as amended and/or supplemented by a document
specific to such Tranche called Final Terms or in a separate prospectus specific to such Tranche (the "Drawdown
Prospectus") as described in the section entitled "Final Terms and Drawdown Prospectuses" below. In the case
of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to
information being specified or identified in the relevant Final Terms shall be read and construed as a reference to
such information being specified or identified in the relevant Drawdown Prospectus unless the context requires
otherwise.
This Base Prospectus should be read and construed with any supplement hereto and with any other
documents or information incorporated by reference herein and in relation to any Tranche (as defined herein) of
Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms.
Neither of the Issuers nor the Guarantor have authorised the making or provision of any representation or
information regarding the Issuers, the Guarantor or the Notes other than as contained or incorporated by reference
in this Base Prospectus or any Final Terms or as approved for such purpose by the Issuers or the Guarantor. Any
such representation or information should not be relied upon as having been authorised by the Issuers, the
Guarantor or any Dealer.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is
true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended
or supplemented or that there has been no adverse change or any event reasonably likely to involve any adverse
change in the prospects or financial or trading position of the Issuers or the Guarantor since the date thereof or, if
later, the date upon which this Base Prospectus has been most recently amended or supplemented, or that any
other information supplied in connection with the Programme is correct at any time subsequent to the date on
which it is supplied, or if different, the date indicated ion the same.
The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuers, the
Guarantor and the Dealers to inform themselves about and to observe any such restrictions. The Notes have not
been and will not be registered under the United States Securities Act of 1933, as amended, and include Notes in
bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered,
sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on offers and
sales of Notes and on distribution of this Base Prospectus please refer to the section entitled "Plan of Distribution"
on page 175 of this Base Prospectus.
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf
of the Issuer, the Guarantor or the Dealers to subscribe for or purchase, any Notes and should not be considered
as a recommendation by the Issuers, the Guarantor, the Dealers or any of them that the recipient of this Base
Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base
Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuers and the Guarantor.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Base Prospectus, nor separately verified the information contained in this Base Prospectus and none of them
makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or

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completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any other
financial statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuers, the Guarantor or any of the Dealers that any recipient of this
Base Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes
should determine for itself the relevance of the information contained in this Base Prospectus and in the relevant
Final Terms, and its purchase of Notes should be based upon such investigation as it deems necessary. None of
the Dealers undertakes to review the financial condition or affairs of the Issuers or the Guarantor during the life of
the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers.
The Stabilising Manager, named in the relevant Final Terms, shall comply with all relevant laws,
regulations and directives. References in the next paragraph to "this issue" are to each Series in relation to which
a Stabilising Manager is appointed.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms
may over-allot Notes (provided that, in the case of any Tranche of Notes to be admitted to listing on the official list
and to trading on a regulated market in the European Economic Area, as the case may be, the aggregate principal
amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche)
or effect transactions with a view to supporting the market price of the Notes at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on
behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche of Notes is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
Such stabilisation shall be conducted in accordance with all applicable laws and rules.
In this Base Prospectus, references to a "Member State" are references to a Member State of the
European Economic Area, references to "EUR", "euro" or "" refer to the currency introduced at the start of the
third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended, references to "GBP" or "£" refer to Sterling, the lawful currency of the United Kingdom,
references to "dollars", "U.S. dollars", "U.S.$", "USD" or "$" refer to United States dollars, references to
"Japanese Yen", "Yen", "JPY" and "¥" refer to the lawful currency of Japan, references to "Swiss Francs" and
"CHF" refer to the lawful currency of Switzerland, and references to "billions" are to thousand millions.

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TABLE OF CONTENTS


SUMMARY..........................................................................................................................................5
RISK FACTORS .................................................................................................................................9
INFORMATION INCORPORATED BY REFERENCE......................................................................19
FINAL TERMS AND DRAWDOWN PROSPECTUSES...................................................................21
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................23
TERMS AND CONDITIONS OF THE NOTES .................................................................................27
USE OF PROCEEDS .....................................................................................................................126
SUMMARY OF PROVISIONS RELATING TO GLOBAL NOTES .................................................127
DESCRIPTION OF FORTIS LUXEMBOURG FINANCE S.A. AS ISSUER ..................................131
DESCRIPTION OF FORTIS BANK NV-SA, ACTING AS ISSUER OR GUARANTOR.................141
TAXATION ......................................................................................................................................164
PLAN OF DISTRIBUTION..............................................................................................................175
FORMS OF FINAL TERMS............................................................................................................182
GENERAL INFORMATION ............................................................................................................233


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SUMMARY
This summary must be read as an introduction to the base prospectus dated 29 September 2006
prepared in connection with the Euro Medium Term Note Programme and constitutes a base prospectus for the
purposes of Article 5.4 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November
2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the
"Prospectus Directive"), as revised, supplemented or amended from time to time by the Issuers and the
Guarantor (the "Base Prospectus"). As a result, Notes issued under the Programme may be offered to the public
or/and admitted to trading on a regulated market as more fully described in the Base Prospectus and subject to
the relevant implementing measures of the Prospectus Directive in the relevant Member State.
Any decision to invest in the Notes should be based on a consideration of the Base Prospectus as a
whole, including the documents incorporated by reference. Such Base Prospectus is available for viewing on the
website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of Fortis Bank
(www.fortisbank.com).
No civil liability attaches to the Issuers or the Guarantor (as defined below) in any Member State which
has implemented the Prospectus Directive solely on the basis of this summary, including any translation thereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus.
Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member
State the plaintiff may, under the national legislation of the Member State where the claim is brought, be required
to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
1.
KEY INFORMATION ABOUT THE NOTES ISSUED UNDER THE PROGRAMME
The Notes may be issued by Fortis Luxembourg Finance S.A. ("Fortis Luxembourg") or by Fortis Bank
nv-sa ("Fortis Bank") (each an "Issuer" and together the "Issuers"). Each of the Notes issued by Fortis
Luxembourg have the benefit of a guarantee from Fortis Bank (the "Guarantor"). The guarantee relating to such
Notes may be a senior guarantee, a senior subordinated guarantee or a junior subordinated guarantee.
The Arranger of this Euro Medium Term Note Programme is Fortis Bank. The Fiscal Agent, Principal
Paying Agent and Luxembourg Listing Agent is Fortis Banque Luxembourg S.A.
The Issuers may, subject to compliance with all relevant laws, regulations and directives, from time to
time issue Notes denominated in any currency. The aggregate principal amount of Notes outstanding will not at
any time exceed EUR 15,000,000,000 (or its equivalent in other currencies), subject to any duly authorised
increase.
The Notes may be issued in bearer form or (in the case of Notes issued by Fortis Luxembourg only) in
registered form, with or without interest coupons, and in certain circumstances, in denominations of not less than
EUR 1,000 (or nearly equivalent in another currency).
The Notes may be issued as unsubordinated obligations, senior subordinated obligations or junior
subordinated obligations of the relevant Issuer. The Notes will have the benefit of a negative pledge and the
events of default set out in the section entitled "Terms and Conditions of the Notes".
The aggregate principal amount, any interest rate or interest calculation, the issue price, maturity,
redemption amount, optional redemption and any other terms and conditions not contained herein with respect to
each Tranche of Notes will be established at the time of issuance and set forth in the relevant Final Terms.
The Notes and all matters arising from or connected with the Notes are governed by, and shall be
construed in accordance with, English law except for (i) in the case of Senior or Junior Subordinated Notes issued
by Fortis Luxembourg, which shall be governed by, and construed in accordance with Luxembourg law and the
Senior or Junior Guarantee of Fortis Bank which shall be governed by, and construed in accordance with Belgian
law and (ii) in the case of Notes issued by Fortis Bank, Senior or Junior Subordinated Notes which shall be
governed by, and construed in accordance with Belgian law. A Guarantee of Fortis Bank applicable in relation to
any Senior Notes issued by Fortis Luxembourg shall be construed in accordance with English law.
A general description of the Programme can be found on page 23 of the Base Prospectus.
The distribution of the Base Prospectus and the offering or sale of Notes in certain jurisdictions may be
restricted by law. Prospective investors and purchasers should consider the selling restrictions as set out on page
175 of this Base Prospectus.

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2.
ESSENTIAL CHARACTERISTICS OF THE ISSUERS AND THE GUARANTOR
2.1
Fortis Luxembourg

Fortis Luxembourg's object is to grant loans to companies which are members of the Fortis group and
may issue bonds or similar securities, raise loans, with or without a guarantee and in general have recourse to any
sources of finance. Fortis Luxembourg is incorporated as a société anonyme under the Laws of the Grand Duchy
of Luxembourg and registered with the Luxembourg Registry of Commerce and Companies under N° B24784.
Fortis Luxembourg's registered office is at 65, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg.
Fortis Luxembourg's issued and authorised share capital at 31 December 2005 is EUR 500,000
represented by 20,000 ordinary shares with a nominal value of EUR 25 each, which are ful y paid-up. Fortis
Luxembourg has no other classes of shares.
Fortis Luxembourg is part of Fortis and acts as a financing vehicle of the such group. Fortis Bank holds
99.995 per cent, of Fortis Luxembourg's shares.
Fortis Luxembourg has no subsidiaries and therefore its financial statements are produced on an
unconsolidated basis.
2.2
Fortis Bank
Fortis Bank is a public company with limited liability (naamloze vennootschap/société anonyme) under
Belgian law and its registered office and headquarters are based in Brussels, Montagne du Parc 3. Fortis Bank
was established for an indefinite period. Fortis Bank is registered in the Register of Legal Entities of Brussels
under the number 0403.199.702.

As stated in article 3 of its Articles of Association, Fortis Bank's object is to carry on the business of a
credit institution, including brokerage and transactions involving derivatives. It is free to carry out all businesses
and operations which are directly or indirectly related to its purpose or which are of a nature that benefit the
realisation thereof. Fortis Bank is free to hold shares and share interests within the limits set by the legal
framework for banks.


Fortis Bank and its subsidiaries "regrouped" the banking activities of the Fortis group ("Fortis"), an
integrated financial services provider active in the fields of banking and insurance. Fortis offers its private,
business and institutional customers a comprehensive package of products and services through its own
distribution channels, in cooperation with intermediaries and via distribution partners. Its multi-channel distribution
strategy gives Fortis the flexibility to meet its customers' need to be reachable at all times and their demand for
user-friendliness.


Fortis Bank combines the banking activities of Fortis and operates on a cross-border basis. Its
organisation is centred around 3 businesses:

·
Retail Banking, providing financial services to retail customers, self-employed, professionals and small
businesses;

·
Commercial & Private Banking, providing medium-sized enterprises active cross-border services with a full
range of financial services and offering integrated worldwide assets and liability management solutions to
private clients, their businesses and their advisers;

·
Merchant Banking, offering tailored investment and financing solutions to Fortis' institutional and corporate
clients.


Each business comprises several business lines which, in turn, group together activities focusing on a
specific customer segment.


Moreover, the businesses are able to rely on two critical support functions. The CFO Office is tasked with
tracking and reporting on the financial performance of our businesses. The COO Office, covering all the cross-
business functions (Operations, Information Services & Technology, Human Resources, Facility Management &
Purchasing, Legal & Compliance, and Risk Management), helps the businesses grow in a controlled way by
providing them with efficient and easy to roll out support platforms, combined with risk management and
compliance functions.


In accordance with the principle of autonomy of the banking function, the decision-making and
management structure of Fortis Bank is based on a distinction between the Management Committee and the
Board of Directors.


The management of the activities of Fortis Bank is the exclusive responsibility of the Management
Committee, which consists of a number of managing directors and operates within the framework of the general
policy outlined by the Board of Directors.


The Board of Directors is responsible for the supervision of the management and control of the financial
position of Fortis Bank, and for defining the general policy and holds the power to nominate and discharge the
members of the Management Committee within the limits of the Protocol on banking autonomy.


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All matters not determined by law or the articles of association for the General Shareholders Meeting are
the responsibility of the Board of Directors or the Management Committee.


There have been no recent events particular to Fortis Bank which are to a material extent relevant to the
evaluation of Fortis Bank's solvency.

Fortis Bank is part of Fortis, which comprises Fortis SA/NV and Fortis N.V., and their respective
subsidiaries (``Fortis group'' or ``Fortis''). Fortis Bank is approximately 100 per cent. owned by Fortis SA/NV and
Fortis N.V.


Fortis is an international provider of banking and insurance services to personal, business and
institutional customers. The company delivers a total package of financial products and services through its own
high-performance channels and via intermediaries and other partners.


Fortis' retail banking operations are the market leader in the Benelux region ­ one of Europe's wealthiest.
Building on that leadership, Fortis has developed an integrated, continent-wide network to serve internationally
active enterprises. The same, unique skill-set also provides high net worth individuals, enterprises and
entrepreneurs with advanced financial services tailored to their specific needs. Fortis' unmatched expertise has
made it a regional and, in some cases, global leader in niche markets such as fund administration, export and
project finance, shipping and commodities. Fortis successful y combines its banking and insurance skills in growth
markets in Europe and Asia, and it leads the market in bancassurance in Spain and Portugal.


Fortis ranks among Europe's top 20 financial institutions, with a market capitalisation of EUR 38.7 billion
(as at 30 April 2006). With excellent solvency, a presence in 50 countries and a dedicated, professional workforce
of 57,000, Fortis combines global strength with local flexibility.
There are no conflicts of interest on the part of the members of Fortis Luxembourg or Fortis Bank's
administrative, management or supervisory bodies in relation to their duties to Fortis Luxembourg or Fortis Bank,
respectively, and their private interests.
3.
RISK FACTORS
An investment in Notes issued under the Programme involves certain risks. Prospective investors and
purchasers should in particular and among other things consider the investment considerations set forth
in the section entitled "Risk Factors" on page 9 of the Base Prospectus.
3.1
Risk Factors relating to the Issuers and the Guarantor
The following is a summary of some of the investment considerations relating to the business of Fortis:
(a)
As part of the financial services industry, Fortis faces substantial competitive pressures which could
adversely affect Fortis' results of operations.
(b)
Market conditions can adversely affect Fortis' results.
(c)
Securities market volatility or downturns can adversely affect Fortis' banking, asset management and
insurance activities.
(d)
Volatility in interest rates may adversely affect Fortis' insurance, banking and asset management
businesses.
(e)
Asset illiquidity can adversely affect Fortis' business.
(f)
While Fortis manages its operational risks, these risks remain an inherent part of all of Fortis'
businesses.
(g)
Fortis' insurance business is subject to risks concerning the adequacy of its technical provisions to
cover future losses and benefits.
(h)
Fortis has significant counterparty risk exposure.
(i)
Catastrophic events, terrorist attacks and other acts of war could have a negative impact on Fortis'
business and results.
(j)
Fortis' results of operations can be adversely affected by significant adverse regulatory developments
including changes in tax law.
(k)
The financial statements of Fortis Bank when prepared in accordance with International Financial
Reporting Standards (including International Accounting Standards and Interpretations) issued by the
International Accounting Standards Board as at 31 December 2005, and as endorsed by the
European Commission for financial reporting ("IFRS"), will impact the financial results of Fortis Bank
nv-sa as they differ in significant respects from GAAP in accordance with Belgian law.

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3.2
Risk Factors relating to Notes issued under the Programme
An investment in Notes linked to an index, exchange rate, reference rates, shares, securities, or
any other underlying entails significant risks not associated with a similar investment in fixed or floating
rate debt securities.
Application has been made for the Notes issued under the Programme to be admitted to listing on the
official list and to trading on the regulated market of the Luxembourg Stock Exchange. However, Notes may also
be issued under the Programme whereby they will be admitted to listing, trading and/or quotation by other stock
exchanges, listing authorities and/or quotation systems, or may be issued on the basis that they wil not be
admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system.
The Notes shall be accepted for clearing through one or more clearing systems as specified in the
relevant Final Terms. Global Notes are to be held by or on behalf of the clearing systems and therefore, potential
investors will have to rely on the clearing system procedures for transfer, payment and communications with the
Issuer.
The Notes may be redeemed prior to maturity at par or at such other Redemption Amount as may be
specified in the relevant Final Terms.
There is at the time of issue no active trading market for the Notes unless, in the case of any particular
Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Notes which is
already issued and for which there is such a market.

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RISK FACTORS
Prospective investors should read the entire Base Prospectus. Words and expressions defined in the
"Terms and Conditions of the Notes" below or elsewhere in this Base Prospectus have the same meanings in this
section. Investing in the Notes involves certain risks. In addition, the purchase of certain Notes may involve
substantial risks and be suitable only for investors who have the knowledge and experience in financial and
business matters necessary to enable them to evaluate the risks and the merits of an investment in the
Instruments. Prospective investors should make such inquiries as they deem necessary without relying on the
Issuer or any dealer and should consult with their financial, tax, legal, accounting and other advisers, prior to
deciding to make an investment in the Notes. Prospective investors should consider, among other things, the
following:
1.
RISK RELATING TO THE NOTES
1.1.
GENERAL RISK RELATING TO THE NOTES
(a)
There is no active trading market for the Notes.
Notes issued under the Programme will be new securities which may not be widely distributed and for
which there is currently no active trading market (unless in the case of any particular Tranche, such Tranche is to
be consolidated with and form a single series with a Tranche of Notes which is already issued). If the Notes are
traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon
prevailing interest rates, the market for similar securities, general economic conditions and the financial condition
of the Issuers and the Guarantor. Although application has been made for the Notes issued under the Programme
to be admitted to listing on the official list and to trading on the regulated market of the Luxembourg Stock
Exchange, there is no assurance that such application will be accepted, that any particular Tranche of Notes wil
be so admitted or that an active trading market will develop. Accordingly, there is no assurance as to the
development or liquidity of any trading market for any particular Tranche of Notes.
(b)
The Notes may be redeemed prior to maturity.
Unless in the case of any particular Tranche of Notes the relevant Final Terms specifies otherwise, in the
event that an Issuer or (in the case of Notes issued by Fortis Luxembourg) the Guarantor would be obliged to
increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of Belgium or Luxembourg or any political subdivision thereof or
any authority therein or thereof having power to tax, the relevant Issuer may redeem all outstanding Notes in
accordance with the Conditions.
In addition, if in the case of any particular Tranche of Notes the relevant Final Terms specifies that the
Notes are redeemable at the relevant Issuer's option in certain other circumstances such Issuer may choose to
redeem the Notes at times when prevailing interest rates may be relatively low. In such circumstances an investor
may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high
as that of the relevant Notes.
(c)
Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg,
investors will have to rely on their procedures for transfer, payment and communication with the
relevant Issuer and/or (in the case of Notes issued by Fortis Luxembourg) the Guarantor.
Notes issued under the Programme may be represented by one or more Global Notes. Such Global
Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or, the NBB in the
case of Notes issued by Fortis Bank where the relevant Global Note is deposited with the NBB as operator of the
X/N System. Except in the circumstances described in the relevant Global Note, investors will not be entitled to
receive definitive Notes. Euroclear and Clearstream, Luxembourg or the NBB, as the case may be will maintain
records of the beneficial interests in the Global Notes. While the Notes are represented by one or more Global
Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream,
Luxembourg or the NBB, as the case may be.
While the Notes are represented by one or more Global Notes the relevant Issuer and (in the case of
Notes issued by Fortis Luxembourg) the Guarantor will discharge their payment obligations under the Notes by
making payments to the common depositary for Euroclear and Clearstream, Luxembourg or the NBB, as the case
may be for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the
procedures of Euroclear and Clearstream, Luxembourg or the X/N System, as the case may be, to receive
payments under the relevant Notes. The Issuers and the Guarantor have no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in the Global Notes.
Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the
relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear
and Clearstream, Luxembourg or the NBB, as the case may be to appoint appropriate proxies. Similarly, holders
of beneficial interests in the Global Notes will not have a direct right under the Global Notes to take enforcement
action against the relevant Issuer or (in the case of Notes issued by Fortis Luxembourg) the Guarantor in the event
of a default under the relevant Notes but will have to rely upon their rights under the Deed of Covenant.

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Finally, the relevant Issuer's and the Guarantor's credit ratings may not reflect the potential impact of the
various risks that could affect the market value of the Notes. Accordingly, prospective investors should consult
their own financial and legal advisers as to the risks an investment in the Notes may entail and the suitability of the
Notes in light of their particular circumstances.
(d) Taxation.
Potential investors of Notes should consult their own tax advisers as to which countries' tax laws could be
relevant to acquiring, holding and disposing Notes and receiving payments of interest, principal and/or other
amounts or delivery of securities under the Notes and the consequences of such actions under the tax laws of
those countries.
(e)
The Notes or the Guarantees may be subordinated to most of the Issuers' and the Guarantor's
liabilities.
If the relevant Issuer or the Guarantor is declared insolvent and any applicable winding up, bankruptcy,
insolvency or other similar or analogous proceedings are initiated, such Issuer or the Guarantor (as the case may
be) will be required to pay the holders of senior debt and meet its obligations to all its other creditors (including
unsecured creditors and depositors but excluding any obligations in respect of subordinated debt) in full before it
can make any payments on the relevant subordinated Notes. If this occurs, the relevant Issuer or Guarantor (as
the case may be) may not have enough assets remaining after these payments to pay amounts due under the
Notes or the Guarantees (as the case may be).
(f) Credit
Rating.
The credit rating of a Tranche of Notes (if any) will be provided in the relevant Final Terms. Where a
Tranche of Notes is rated, such rating will not necessarily be the same as the ratings described herein. A security
rating is not a recommendation to buy, sell or hold securities, and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency. Any adverse change in an applicable credit rating could
adversely affect the trading price for the Notes issued under the Programme.
1.2.
RISK RELATING TO PARTICULAR NOTES

The Programme allows for different types of Notes to be issued. Accordingly, each Tranche of Notes may
carry varying risks for potential investors depending on the specific features of such Notes such as, inter alia, the
provisions for computation of periodic interest payments, if any, redemption and issue price.

(a)
Notes subject to optional redemption by the Issuer


If in the case of any particular Tranche of Notes the Final Terms specifies that the Notes are redeemable
at the Issuer's option in certain circumstances the Issuer may choose to redeem the Notes at times when
prevailing interest rates may be relatively low. During a period when the Issuer may elect, or has elected, to
redeem Notes, such Notes may feature a market value not substantially above the price at which they can be
redeemed. In such circumstances an investor may not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as that of the Notes.

(b)
Fixed Rate Notes


Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in
market interest rates may adversely affect the value of the relevant Tranche of Notes.

(c)
Floating Rate Notes


Investment in Notes which bear interest at a floating rate comprise (i) a reference rate and (ii) a margin to
be added or subtracted, as the case may be, from such base rate. Typically, the relevant margin will not change
throughout the life of the Notes but there will be a periodic adjustment (as specified in the Final Terms) of the
reference rate (e.g. every three months) which itself will change in accordance with general market conditions.
Accordingly, the market value of floating rate Notes may be volatile if changes, particularly short term changes, to
market interest rates evidenced by the relevant reference rate can only be reflected in the interest rate of these
Notes upon the next periodic adjustment of the relevant reference rate.

(d)
Inverse Floating Rate Notes


Investments in Notes which bear interest at an inverse floating rate comprise (i) a fixed base rate minus
(ii) a reference rate. The market value of such Notes typically is more volatile than the market value of floating rate
Notes based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are
more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may
also reflect an increase in prevailing interest rates, which further adversely affects the market value of these
Notes.


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Document Outline