AVVISO n.19203 30 Ottobre 2008 SeDeX − INV. CERTIFICATES


AVVISO n.19203

30 Ottobre 2008

SeDeX − INV. CERTIFICATES


Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: BNP PARIBAS ARBITRAGE ISSUANCE

Oggetto : Inizio delle negoziazioni Investment Certificates − classe B (su Indici) "BNP Paribas Arbitrage Issuance B.V." emessi nell'ambito di un programma


Testo del comunicato


Si veda allegato.


Disposizioni della Borsa

Strumenti finanziari: 2 Equity Protection Cap Certificates su Indici

Azionari


Emittente: BNP PARIBAS ARBITRAGE ISSUANCE


Garante: BNP Paribas


Rating Emittente: Società di rating

Long term

Data report


Moody's Aa1 23/05/2007

Standard & Poor's AA+ 01/07/2008

Fitch AA 03/07/2008


Oggetto: INIZIO NEGOZIAZIONI IN BORSA


Data di inizio negoziazioni: 03/11/2008


Mercato di quotazione: Borsa - Comparto SEDEX “Investment Certificates -

Classe B”


Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.

IA.5.1.6 delle Istruzioni


Operatore incaricato ad assolvere l’impegno di quotazione:

Intermonte SIM S.p.A. Codice specialist: 3357


CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

2 Equity Protection Cap Certificates su Indici Azionari


Serie in negoziazione: vedasi scheda riepilogativa delle caratteristiche dei

securitised derivatives


Quantitativo minimo di negoziazione di ciascuna serie:


Impegno giornaliero ad esporre prezzi denaro e lettera per ciascuna serie:

xxxxxx xxxxxx riepilogativa delle caratteristiche dei securitised derivatives (colonna “Lotto Neg.”)


vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives (colonna “X.Xxxxx M.M.”)


Tipo di liquidazione: monetaria


Modalità di esercizio: europeo

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 03/11/2008, gli strumenti finanziari "2 Equity Protection Cap Certificates su Indici Azionari" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.


Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei Securitised Derivatives

Serie

Isin Sigla SIA Descrizione Sottostante

Strike

Scad. Parità o Val Ammontare Lotto Neg. X.Xxxxx MM Partecipazione Nominale



1

NL0006090748 P90748

65437

BPADJESHCCPPC309,E12

DOW XXXXX STOXX HEALTHCARE

309,636

30/05/2012

100

300000

1

30

100%


2


NL0006191629 P91629


65532


BPASPMIBCPPC27573I12


S&P/MIB


27573


25/09/2012


100


100000


1


30


100%



giovedì 30 ottobre 2008 Pagina 1 di 1

RISK FACTORS


Prospective purchasers of the Securities offered hereby should consider carefully, among other things and in light of their financial circumstances and investment objectives, all of the information in this Base Prospectus and, in particular, the risk factors set forth below (which each Issuer, in its reasonable opinion, believes represents or may represent the risk factors known to it which may affect such Issuer's ability to fulfil its obligations under the Securities) in making an investment decision. Investors may lose the value of their entire investment in certain circumstances.

Terms used in this section and not otherwise defined have the meanings given to them in the relevant Conditions.


Risks Relating to the Bank and its Operations


See the section entitled "Risk Factors" contained on pages 5 to 10 of the Information Statement which is incorporated by reference in this Base Prospectus.


Risk Factors Relating to BNPP B.V.


BNPP B.V. is not an operating company. BNPP B.V.'s sole business is the raising and borrowing of money by issuing Securities or other obligations. BNPP B.V. has, and will have, no assets other than such fees (as agreed) payable to it, or other assets acquired by it, in each case in connection with the issue of Securities or entry into other obligations relating to the Programme from time to time. The net proceeds from each issue of Securities issued by the Issuer will become part of the general funds of BNPP B.V. BNPP B.V. may use such proceeds to maintain positions in options or futures contracts or other hedging instruments ("Hedging Agreements"). The ability of BNPP B.V. to meet its obligations under Securities issued by it will depend on the receipt by it of payments under the relevant Hedging Agreements. Consequently, BNPP B.V. is exposed to the ability of counterparties in respect of such Hedging Agreements to perform their obligations under such Hedging Agreements.

RISK FACTORS RELATING TO SECURITIES


General


The Securities involve a high degree of risk, which may include price risks associated with the Underlying Reference (as defined below), among others, interest rate, foreign exchange, inflation, time value and political risks. Prospective purchasers of Securities should recognise that their Securities may expire worthless or be redeemed for no value. Purchasers should be prepared to sustain a total loss of the purchase price of their Securities. See "Certain Factors Affecting the Value and Trading Price of Securities" below. Prospective purchasers of Securities should be experienced with respect to options and option transactions, should understand the risks of transactions involving the relevant Securities and should reach an investment decision only after careful consideration, with their advisers, of the suitability of such Securities in light of their particular financial circumstances, the information set forth herein and the information regarding the relevant Securities and the particular underlying index (or basket of indices), share (or basket of shares), GDR or ADR (or basket of GDRs and/or ADRs), debt instrument (or basket of debt instruments), currency (or basket of currencies), commodity (or basket of commodities), inflation index (or basket of inflation indices), fund share or unit (or basket of fund shares or units), or other basis of reference to which the value of the relevant Securities may relate, as specified in the applicable Final Terms (such reference being the "Underlying Reference"). The Issuer may also issue Securities linked to the credit of a specified entity (or entities) (each such entity a "Reference Entity" and, where the context admits, each an "Underlying Reference").

The risk of the loss of some or all of the purchase price of a Security upon expiration or redemption means that, in order to recover and realise a return upon his or her investment, a purchaser of a Security must generally be correct about the direction, timing and magnitude of an anticipated change in the value of the Underlying Reference or Credit Risk of the Reference Entity ("Entities") which may be specified in the applicable Final Terms. Assuming all other factors are held

constant, the lower the value of a Security and the shorter the remaining term of a Warrant to expiration or a Certificate to redemption, the greater the risk that purchasers of such Securities will lose all or part of their investment. With respect to Certificates and European-style Warrants, the only means through which a Holder can realise value from the Warrant or Certificate, as the case may be, prior to its Exercise Date or Redemption Date in relation to such Warrant or Certificate, as the case may be, is to sell it at its then market price in an available secondary market. See "Possible Illiquidity of the Securities in the Secondary Market" below.


Fluctuations in the value of the relevant index or basket of indices will affect the value of Index Securities or Inflation Index Securities. Fluctuations in the price of the relevant share or value of the basket of shares will affect the value of Share Securities. Fluctuations in the price of the relevant GDR and/or ADR or value of the basket of GDRs and/or ADRs will affect the value of GDR/ADR Securities. Fluctuations in the price or yield of the relevant debt instrument or value of the basket of debt instruments will affect the value of Debt Securities. Fluctuations in the rates of exchange between the relevant currencies will affect the value of Currency Securities. Fluctuations in the value of the relevant inflation index or basket of inflation indices will affect the value of Inflation Securities. Fluctuations in the value of the relevant fund share or units or basket of fund shares or units will affect the value of the Fund Securities. Fluctuations in the creditworthiness of the relevant Reference Entity or Reference Entities will affect the value of the Credit Linked Securities. Also, due to the character of the particular market on which a debt instrument is traded, the absence of last sale information and the limited availability of quotations for such debt instrument may make it difficult for many investors to obtain timely, accurate data for the price or yield of such debt instrument. Fluctuations in the value of the relevant commodity or basket of commodities will affect the value of Commodity Securities. In the case of Hybrid Securities the Underlying Reference in respect of which is any combination of such indices, shares, debt, currencies, commodities, inflation indices or any other asset class or type, fluctuations in the value of any one or more of such Underlying References will correspondingly affect the value of Hybrid Securities. Purchasers of Securities risk losing their entire investment if the value of the relevant Underlying Basis of Reference does not move in the anticipated direction.

Each Issuer may issue several issues of Securities relating to various Underlying References. However, no assurance can be given that the relevant Issuer will issue any Securities other than the Securities to which a particular Final Terms relates. At any given time, the number of Securities outstanding may be substantial. Securities provide opportunities for investment and pose risks to investors as a result of fluctuations in the value of the underlying investment. In general, certain of the risks associated with Warrants are similar to those generally applicable to other options or warrants of private corporate issuers. Warrants or certificates on shares, debt instruments or fund shares or units are priced primarily on the basis of the value of underlying securities, whilst Currency and Commodity Securities are priced primarily on the basis of present and expected values of the reference currency (or basket of currencies) or commodity (or basket of commodities) specified in the applicable Final Terms.

Claims Against the Underlying Reference


The Securities do not represent a claim against any Underlying Reference (or any issuer, sponsor, manager or other connected person in respect of an Underlying Reference) and Holders will not have any right of recourse under the Securities to any such Underlying Reference (or any issuer, sponsor, manager or other connected person in respect of an Underlying Reference). The Securities are not in any way sponsored, endorsed or promoted by any issuer, sponsor, manager or other connected person in respect of an Underlying Reference and such entities have no obligation to take into account the consequences of their actions on any Holders.

Securities are Unsecured Obligations


The Securities are unsubordinated and unsecured obligations of the relevant Issuer and will rank pari passu with themselves. Each issue of Securities issued by BNPP B.V. will be guaranteed by BNPP pursuant to the English Guarantee, in the case of English Law Securities, or the French Law Guarantee, in the case of French Law Securities. The obligations of BNPP under the Guarantees are unsubordinated and unsecured obligations of BNPP and will rank pari passu with all its other present and future unsubordinated and unsecured obligations, subject as may from time to time be mandatory under French law.


Certain Factors Affecting the Value and Trading Price of Securities


The trading price of the Securities is affected by a number of factors including, but not limited to, the price or level of the relevant Underlying Reference or Underlying References, the time to expiration or redemption of the Securities and the actual or implied volatility and the correlation risk of the relevant Underlying Reference or Underlying References. Such factors may mean that the trading price of the Securities is below the Cash Settlement Amount or the value of the Entitlement, as applicable.

Before exercising (in the case of Warrants) or selling Securities, Holders should carefully consider, among other things,

(a) the trading price of the Securities, (b) the value and volatility of the Underlying Reference as specified in the applicable Final Terms, (c) the time remaining to expiration or redemption, as the case may be, (d) in the case of Cash Settled Securities, the probable range of Cash Settlement Amounts, (e) any change(s) in interim interest rates and dividend yields, if applicable, (f) any change(s) in currency exchange rates, (g) the depth of the market or liquidity of the Underlying Reference as specified in the applicable Final Terms and (h) any related transaction costs.


Meetings of Holders


The Terms and Conditions of the Securities contain provisions for calling meetings of Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Holders including Holders who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the majority.


The Cash Settlement Amount or Redemption Amount May Be Less than the Value of an Investment in the Securities


Each Holder may receive a Cash Settlement Amount or Redemption Amount and/or physical delivery of the Entitlement the aggregate value of which may be less than the value of the Holder's investment in the relevant Securities. In certain circumstances Holders may lose the entire value of their investment.


Possible Illiquidity of the Securities in the Secondary Market


It is very difficult to predict the price at which Securities will trade in the secondary market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, list Securities on a stock exchange (application has been made to list and admit the Securities described herein for trading on Euronext Amsterdam and application may be made to list Securities on other stock exchanges). Also, to the extent Securities of a particular issue are exercised or redeemed, the number of Securities of such issue outstanding will decrease, resulting in a diminished liquidity for the remaining Securities of such issue. A decrease in the liquidity of an issue of Securities may cause, in turn, an increase in the volatility associated with the price of such issue of Securities.

Each Issuer and any Manager may, but is not so obliged, at any time purchase Securities at any price in the open market or by tender or private offer/treaty. Any Securities so purchased may be held or resold or surrendered for cancellation as further described herein. A Manager may, but is not obliged to, be a market-maker for an issue of Securities and may cease to do so at any time. Even if a Manager is a market-maker for an issue of Securities, the secondary market for such Securities may be limited. In addition, affiliates of each Issuer (including the relevant Manager as referred to

above) may purchase Securities at the time of their initial distribution and from time to time thereafter. There may be no secondary market for the Securities and to the extent that an issue of Securities is or becomes illiquid, an investor may have to exercise or wait until redemption of such Securities, as applicable, to realise greater value than its then trading value.

Minimum Trading Amount


Investors should note that the Securities may have a minimum trading amount. In such cases, if, following the transfer of any Securities, a Holder holds fewer Securities than the specified minimum trading amount, such Holder will not be permitted to transfer their remaining Securities prior to expiration or redemption, as applicable, without first purchasing enough additional Securities in order to hold the minimum trading amount.

Potential Conflicts of Interest


Certain entities within the Group or its affiliates (including, if applicable, any Manager) may also engage in trading activities (including hedging activities) relating to the Underlying Reference or Reference Entity and other instruments or derivative products based on or relating to the Underlying Reference or Reference Entity of any Securities for their proprietary accounts or for other accounts under their management. BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may also issue other derivative instruments in respect of the Underlying Reference. BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may also act as underwriter in connection with future offerings of shares or other securities relating to an issue of Securities or may act as financial adviser to certain companies or companies whose shares or other securities are included in a basket or in a commercial banking capacity for such companies. In addition BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may act in a number of different capacities in relation to an underlying index, including, but not limited to, issuer of the constituents of the index, index sponsor or calculation agent. Such activities could present certain conflicts of interest, could influence the prices of such shares or other securities and could adversely affect the value of such Securities.

Because the Calculation Agent (as defined below) may be an affiliate of the Issuer or the Guarantor, potential conflicts of interest may exist between the Calculation Agent and holders of the Securities, including with respect to certain determinations and judgments that the Calculation Agent must make, including whether a Market Disruption Event, a Settlement Disruption Event or Credit Event (each, as defined below) has occurred. The Calculation Agent is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment. Furthermore, the Calculation Agent will not act as a fiduciary or as an advisor to the Holders in respect of its duties as Calculation Agent.

In the case of Securities listed on the Italian Stock Exchange, any additional conflicts of interest with respect to such Securities will be specified in the applicable Final Terms.


Certain Considerations Regarding Purchasing Securities as Xxxxxx


Prospective purchasers intending to purchase Securities to hedge against the market risk associated with investing in the Underlying Reference which may be specified in the applicable Final Terms should recognise the complexities of utilising Securities in this manner. For example, the value of the Securities may not exactly correlate with the value of the Underlying Reference which may be specified in the applicable Final Terms. Due to fluctuating supply and demand for the Securities, there is no assurance that their value will correlate with movements of the Underlying Reference which may be specified in the applicable Final Terms. For these reasons, among others, it may not be possible to purchase or liquidate securities in a portfolio at the prices used to calculate the value of any relevant Underlying Reference. In addition, in certain cases, the ability of Holders to use Securities for hedging may be restricted by the provisions of the Securities Act.

Risk of Leveraged Exposure


Leverage involves the use of a number of financial techniques to increase the exposure to an Underlying Reference, and can therefore magnify both returns and losses. While the use of leverage allows for potential multiples of a return (assuming a return is achieved) when the Underlying Reference moves in the anticipated direction, it will conversely magnify losses when the Underlying Reference moves against expectations. If the relevant Securities include leverage, potential holders of such Securities should note that these Securities will involve a higher level of risk, and that whenever there are losses such losses may be higher than those of a similar security which is not leveraged. Investors should therefore only invest in leveraged Securities if they fully understand the effects of leverage.

Effect of Credit Rating Reduction


The value of the Securities is expected to be affected, in part, by investors' general appraisal of the creditworthiness of the relevant Issuer and, if applicable, the Guarantor. Such perceptions are generally influenced by the ratings accorded to the outstanding securities of BNPP B.V. or BNPP by standard statistical rating services, such as Moody's Investors Service Limited ("Moody's"), Standard & Poor's Ratings Services, a division of The McGraw Xxxx Companies, Inc. ("Standard & Poor's") and Fitch Ratings Ltd. ("Fitch"). A reduction in the rating, if any, accorded to outstanding debt securities of BNPP B.V. or BNPP by one of these rating agencies could result in a reduction in the trading value of the Securities.

Taxation


Potential purchasers and sellers of Securities should be aware that they may be required to pay stamp taxes or other documentary charges in accordance with the laws and practices of the country where the Securities are transferred and/or any asset(s) are delivered.


Change of Law


The Conditions of the English Law Securities are based on English law in effect as at the date of this Base Prospectus. The Conditions of the French Law Securities are based on French law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to an administrative practice or change to English law or French law, as applicable, after the date of this Base Prospectus.


Termination of Securities in the Event of Illegality or Impracticability


If the Issuer determines that the performance of its obligations under the Securities has become illegal or impracticable in whole or in part for any reason, the Issuer may cancel, in the case of Warrants, or redeem, in the case of Certificates, the Securities by paying to each Holder the fair market value of such Securities less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements. Such cancellation or redemption may result in an investor not realising a return on an investment in the Securities.

Post-issuance Information


Applicable Final Terms may specify that the relevant Issuer will not provide post-issuance information in relation to the Underlying Reference. In such an event, investors will not be entitled to obtain such information from the relevant Issuer.

Product Specific Risk Factors


Certain Considerations Associated with Index Securities


An investment in Index Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Index Securities, Holders will receive an amount (if any) determined by reference to the value of the underlying index/indices. Such underlying index may be a well known and widely published index or an index established and calculated by the Issuer or its affiliates or another entity which may not be widely published or available. The index may reference equities, bonds or other securities, it may be a property index referencing certain property price data which will be subject to market price fluctuations. A property index may include valuations only and not actual transactions and the property data sources used to compile the index may be subject to change, which may adversely affect the return on the Securities. Index Linked Interest Certificates pay interest calculated by reference the value of the underlying index/indices.

Certain Considerations Associated with Share Securities


An investment in Share Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Share Securities, Holders will receive an amount (if any) determined by reference to the value of the share(s) and/or the physical delivery of a given number of share(s). Accordingly, an investment in Share Securities may bear similar market risks to a direct equity investment and investors should take advice accordingly. Share Linked Interest Certificates pay interest calculated by reference to the value of the underlying share(s).


In the case of Share Securities, no issuer of the underlying shares will have participated in the preparation of the relevant Final Terms or in establishing the terms of the Securities, and none of the Issuer, the Guarantor or any Manager will make any investigation or enquiry in connection with such offering with respect to any information concerning any such issuer of shares contained in such Final Terms or in the documents from which such information was extracted. Consequently, there can be no assurance that all events occurring prior to the relevant issue date (including events that would affect the accuracy or completeness of the publicly available information described in this paragraph or in any relevant Final Terms) that would affect the trading price of the share will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such an issuer of shares could affect the trading price of the share and therefore the trading price of the Securities.

Except as provided in the Conditions, Holders will not have voting rights or rights to receive dividends or distributions or any other rights with respect to the relevant shares to which such Securities relate.


Certain Considerations Associated with GDR/ADR Securities


An investment in GDR/ADR Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of GDR/ADR Securities, Holders will receive an amount (if any) determined by reference to the value of the GDRs/ADRs redemption or exercise, as the case may be, and/or the physical delivery of a given number of GDRs/ADRs. Accordingly, an investment in GDR/ADR Securities may bear similar market risks to a direct GDR investment, and investors should take advice accordingly. GDR/ADR Linked Interest Certificates pay interest calculated by reference to the value of the underlying GDRs/ADRs.


Certain Considerations Associated with Debt Securities


An investment in Debt Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Debt Securities, Holders will receive an amount (if any) determined by reference to the value of the underlying debt instrument(s) and/or the physical delivery of a given number of debt instrument(s). Accordingly, an investment in Debt Securities may bear similar market risks to a direct

debt instrument investment, and investors should take advice accordingly. Debt Linked Interest Certificates pay interest calculated by reference to the value of the underlying debt instrument(s).


Certain Considerations Associated with Currency Securities


An investment in Currency Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Currency Securities, Holders will receive an amount (if any) determined by reference to the value of the currency/currencies and/or the physical delivery of a given amount of a currency or currencies. Accordingly, an investment in Currency Securities may bear similar market risks to a direct currency investment, and investors should take advice accordingly. Currency Linked Interest Certificates pay interest calculated by reference to the value of the underlying currency/currencies.


Fluctuations in exchange rates of the relevant currency (or basket of currencies) will affect the value of Currency Securities. Furthermore, investors who intend to convert gains or losses from the exercise, redemption or sale of Currency Securities into their home currency may be affected by fluctuations in exchange rates between their home currency and the relevant currency (or basket of currencies). Currency values may be affected by complex political and economic factors, including governmental action to fix or support the value of a currency (or basket of currencies), regardless of other market forces. Purchasers of Currency Securities risk losing their entire investment if exchange rates of the relevant currency (or basket of currencies) do not move in the anticipated direction.

If additional warrants, securities or options relating to particular currencies or particular currency indices are subsequently issued, the supply of warrants and options relating to such currencies or currency indices, as applicable, in the market will increase, which could cause the price at which the Securities and such other warrants, securities and options trade in the secondary market to decline significantly.


Certain Considerations Associated with Commodity Securities


An investment in Commodity Securities will entail significant risks not associated with an investment in a conventional debt security. On exercise of Commodity Securities, Holders will receive an amount (if any) determined by reference to the value of the commodity, commodity index, commodities and/or commodity indices. Accordingly, an investment in Commodity Securities may bear similar market risks to a direct commodity investment, and investors should take advice accordingly. Commodity Linked Interest Certificates pay interest calculated by reference to the value of the underlying commodity, commodity index, commodities and/or commodity indices.


Certain Considerations Associated with Inflation Index Securities


An investment in Inflation Index Securities will entail significant risks not associated with an investment in a conventional debt security. On exercise of Inflation Index Securities, Holders will receive an amount (if any) determined by reference to the value of the underlying inflation index/indices. Inflation Index Linked Interest Certificates pay interest calculated by reference to the value of the underlying inflation index/indices.


Certain Considerations Associated with Fund Securities


An investment in Fund Securities will entail significant risks not associated with an investment in a conventional debt security. On exercise of Fund Securities, Holders will receive an amount (if any) determined by reference to the value of the fund shares or units and/or the physical delivery of a given number of fund shares or units. Accordingly, an investment in Fund Securities may bear similar market risks to a direct fund investment, and investors should take advice accordingly. Fund Index Linked Interest Certificates pay interest calculated by reference to the value of the underlying fund shares or units. The price of units or shares in a fund may be affected by the performance of the fund service providers, and in particular the investment adviser.

Certain Considerations Associated with Credit Certificates


The Issuers may issue Certificates where the amount payable is dependent upon whether certain events ("Credit Events") have occurred in respect of one or more Reference Entity/Entities and, if so, on the value of certain specified assets of such Reference Entity/Entities or where, if such events have occurred, such Issuers' obligation is to deliver certain specified assets.


The price of such Certificates may be volatile and will be affected by, amongst other things, the time remaining to the redemption date and the creditworthiness of the Reference Entity/Entities, which in turn may be affected by the economic, financial and political events in one or more jurisdictions.


Where the Certificates provide for physical delivery, the Issuer may determine that the specified assets to be delivered are either (a) assets which for any reason (including, without limitation, failure of the relevant clearance system or due to any law, regulation, court order or market conditions or the non-receipt of any requisite consents with respect to the delivery of assets which are loans) it is impossible or illegal to deliver on the specified settlement date or (b) assets which the Issuer and/or any Affiliate has not received under the terms of any transaction entered into by the Issuer and/or such Affiliate to hedge the Issuer's obligations in respect of the Certificates. Any such determination may delay settlement in respect of the Securities and/or cause the obligation to deliver such specified assets to be replaced by an obligation to pay a cash amount which, in either case, may affect the value of the Certificates and, in the case of payment of a cash amount, will affect the timing of the valuation of such Certificates and, as a result, the amount payable on redemption. Prospective purchasers should review the Terms and Conditions of the Certificates and the applicable Final Terms to ascertain whether and how such provisions should apply to the Certificates.

The Issuer's obligations in respect of Credit Linked Certificates are irrespective of the existence or amount of the Issuer's and/or any affiliates' credit exposure to a Reference Entity, and the Issuer and/or any affiliate need not suffer any loss nor provide evidence of any loss as a result of the occurrence of a Credit Event.


Certain Considerations Associated with Hybrid Securities


An investment in Hybrid Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Hybrid Securities Holders will receive an amount (if any) determined by reference to the value of a combination of a number of different Underlying References. Hybrid Linked Interest Certificates pay interest calculated by reference to the value of the combination of a number of Underlying References.


Additional Factors relating to certain Underlying References


Certain Considerations Associated with Securities linked to Funds


Where the Issuer issues Fund Securities linked to one or more Funds, including Hedge Funds, the relevant Securities reflect the performance of such fund(s).


Funds may trade and invest in a broad range of investments such as debt and equity securities, commodities and foreign exchange and may enter into derivative transactions, including, without limitation, futures and options. Funds may often be illiquid and may only be traded on a monthly, quarterly or even less frequent basis. The trading strategies of Funds are often opaque. Funds, as well as the markets and instruments in which they invest, are often not subject to review by governmental authorities, self-regulatory organisations or other supervisory authorities.

For all the above reasons, investing directly or indirectly in Funds is generally considered to be risky. If the underlying Fund does not perform sufficiently well, the value of the Security will fall, and may in certain circumstances be zero.

Certain Considerations Associated with Securities Linked to Emerging Markets


The Issuer may issue Securities where the amount payable on exercise or redemption or the interest payable is linked to Underlying References which consist of (i) securities, funds or indices comprising securities of issuers that are located in, or subject to regulation in, emerging or developing countries, or (ii) securities which are denominated in the currency of, or are traded in, emerging or developing countries or (iii) currencies of emerging or developing countries. Prospective investors should note that additional risks may be associated with investment in such Securities, including risks associated with political and economic uncertainty, adverse governmental policies, restrictions on foreign investment and currency convertibility, currency exchange rate fluctuations, possible lower levels of disclosure and regulation, and uncertainties as to the status, interpretation and application of laws including, but not limited to, those relating to expropriation, nationalisation and confiscation. Securities traded in emerging or developing countries tend to be less liquid and the prices of such securities more volatile. In addition, settlement of trades in some such markets may be slower and more subject to failure than in markets in developed countries.

Increased custodian costs as well as administrative difficulties (such as the applicability of the laws of the jurisdictions of emerging or developing countries to custodians in such jurisdictions in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalisation and record access) may also arise from the maintenance of assets in such emerging or developing countries.


Prospective purchasers of the Securities should also be aware that the probability of the occurrence of a Hedging Disruption Event (or other Adjustment Event under the relevant legal terms as set out further in the Warrant Conditions or the Certificate Conditions) and consequently loss of investment or profit by an investor may be higher for certain developing or emerging markets. Prospective purchasers are expected to conduct their own enquiries and be satisfied that there are additional risks associated with investments linked to the performance of underlying assets located in these markets.


Certain Considerations Associated with certain Dynamic Securities


The Issuer may issue dynamic Securities ("Dynamic Securities"). Dynamic Securities may be linked to a portfolio or strategy often comprising assets with a greater potential for return and consequently greater risk (e.g. a Hedge Fund) and assets with a lower return and consequently lesser risk (e.g. a zero coupon debt security issued by an issuer with a high credit rating). The portfolio or strategy may include leverage on certain specified terms. The portfolio or strategy is dynamic and may rebalance between the relevant assets based upon a specified allocation methodology. The value of Dynamic Securities is determined by reference to the underlying portfolio or strategy. This portfolio or strategy may change during the term of the Securities, which may affect the value of, and any return on, the Securities.

Considering the above aspects, Dynamic Securities are by their nature intrinsically complex, which makes their evaluation difficult in terms of risk at the time of the purchase as well as thereafter. Investors should therefore purchase Dynamic Securities only after having completely understood and evaluated either themselves or with a financial adviser the nature and the risk inherent in the Dynamic Security.


Disruption and Adjustment Provisions


Market Disruption Events or failure to open of an exchange


If an issue of Securities includes provisions dealing with the occurrence of a Market Disruption Event or failure to open of an exchange on the Strike Date (as defined below), a Valuation Date (as defined below), an Averaging Date (as defined below) or an Observation Date (as defined below) and the Calculation Agent determines that a Market Disruption Event or failure to open of an exchange has occurred or exists on the Strike Date, such Valuation Date, such Averaging Date or such Observation Date, any consequential postponement of the Strike Date, the Valuation Date, Averaging Date or Observation Date or any alternative provisions for valuation provided in any Securities may have an

adverse effect on the value and liquidity of such Securities. The occurrence of such a Market Disruption Event or failure to open of an exchange in relation to any Underlying Reference comprising a basket may also have such an adverse effect on Securities related to such basket. In addition, any such consequential postponement may result in the postponement of the relevant Settlement Date or Redemption Date.

Adjustment Events relating to Index Securities


In the case of Index Securities, if a relevant Index is (i) not calculated and announced by the Index Sponsor in respect of the Index but is calculated and announced by a successor sponsor or successor entity, as the case may be, acceptable to the Calculation Agent, or (ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of that Index, then, in each case, that index will be deemed to be the Index. In addition, if an Index Modification, an Index Cancellation or an Index Disruption (each as defined below) occurs (each being an Index Adjustment Event), then, except as may be limited in the case of U.S. Securities,

(i) the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the Securities and, if so, shall calculate the relevant Settlement Price on a modified basis as set out in the Conditions; or


(ii) in the case of Warrants, unless otherwise specified in the applicable Final Terms or in the case of Certificates, unless Delayed Redemption on Occurrence of Index Adjustment Event is specified as applicable in the applicable Final Terms, the Issuer may cancel or redeem, as the case may be, the Securities. If the Securities are so cancelled or redeemed, the amount payable to each Holder in respect of each Security or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, held by it shall be the fair market value of a Security or a Unit, as the case may be, taking into account the Index Adjustment Event less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion; or

(iii) in the case of Certificates and if Delayed Redemption on Occurrence of Index Adjustment Event is specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the fair market value of each Certificate taking into account the Index Adjustment Event less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Additional Disruption Amount") as soon as practicable following the occurrence of the Index Adjustment Event (the "Calculated Additional Disruption Amount Determination Date") and, on the Redemption Date, shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Additional Disruption Amount plus interest accrued from and including the Calculated Additional Disruption Amount Determination Date to but excluding the Redemption Date at a rate equal to the Issuer's funding cost at such time or (y) if greater, the Notional Amount.

Any such adjustment may have an adverse effect on the value and liquidity of such Securities.


Potential Adjustment Events relating to Share Securities or Fund Securities linked to Exchange Traded Funds ("ETF Linked Securities")


In the case of Share Securities or ETF Linked Securities, except as may be limited in the case of U.S. Securities, following the declaration by the Basket Company, Share Company or Fund, as the case may be, of the terms of any Potential Adjustment Event, the Calculation Agent will, in its sole and absolute discretion, determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Shares or Fund Shares and, if so, will (i) make the corresponding adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will be made to account solely for

changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Share or Fund Share) and

(ii) determine the effective date of that adjustment. Such adjustment may have an adverse effect on the value and liquidity of the affected Share Securities or ETF Linked Securities.

Other Events relating to Share Securities or ETF Linked Securities


In the case of Share Securities or ETF Linked Securities, if a Merger Event, Tender Offer, De-Listing, Nationalisation or Insolvency occurs in relation to a Share or Fund Share, the Issuer in its sole and absolute discretion may take the action described in (i) or (ii) below (except as may be limited in the case of U.S. Securities):


(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any one or more of any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Weighting and/or any of the other terms of these Terms and Conditions and/or the applicable Final Terms to account for the Merger Event, Tender Offer, De-Listing, Nationalisation or Insolvency, as the case may be, and determine the effective date of that adjustment, in which case such adjustment may have an adverse effect on the value and liquidity of the affected Share Securities or ETF Linked Securities; or


(ii) in the case of Warrants unless otherwise specified in the applicable Final Terms or in the case of Certificates, unless Delayed Redemption on Occurrence of Extraordinary Event is specified as applicable in the applicable Final Terms, cancel or redeem, as the case may be, part (in the case of Share Securities or ETF Linked Securities relating to a basket of Shares or Fund Shares) or all (in any other case) of the Securities, in which case, following such cancellation, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the relevant Securities being redeemed and may only be able to do so at a significantly lower rate, and potential investors should consider reinvestment risk in light of other investments available at that time; or


(iii) in the case of Certificates and if Delayed Redemption on Occurrence of Extraordinary Event is specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the fair market value of each Certificate, taking into account the Merger Event, Tender Offer, De-Listing, Nationalisation or Insolvency, as the case may be, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Additional Disruption Amount") as soon as practicable following the occurrence of the relevant event (the "Calculated Additional Disruption Amount Determination Date") and, on the Redemption Date, shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Additional Disruption Amount plus interest accrued from and including the Calculated Additional Disruption Amount Determination Date to but excluding the Redemption Date at a rate equal to the Issuer's funding cost at such time or (y) if greater, the Notional Amount.

Consequently the occurrence of a Merger Event, Tender Offer, De-Listing, Nationalisation or Insolvency in relation to a Share or Fund Share may have an adverse effect on the value or liquidity of the Securities.


Other Events relating to Fund Securities


In the case of Fund Securities, following the occurrence of an Extraordinary Fund Event, the Issuer may substitute the relevant Fund Shares with fund shares of a fund with similar characteristics or, if no such fund is selected, with a replacement index or terminate the Securities depending or whether such Extraordinary Fund Event is a Substitution Event or a Termination Event.


Consequently the occurrence of an Extraordinary Fund Event may have an adverse effect on the value or liquidity of the Securities.

Market Disruption Events relating to Commodity Securities


If a Market Disruption Event occurs then:


(i) the Calculation Agent will determine if such event has a material effect on the Securities and, if so, will calculate the relevant Interest Amount and/or Cash Settlement Amount and/or make another relevant calculation using, in lieu of a published price for the relevant Commodity, the price for that Commodity as at the time specified on the relevant Pricing Date, as determined by the Calculation Agent taking into consideration the latest available quotation for such Commodity and any other information that in good faith it deems relevant; or


(ii) in the case of Warrants unless otherwise specified in the applicable Final Terms or in the case of Certificates unless Delayed Redemption on Occurrence of Market Disruption Event is specified as being applicable in the applicable Final Terms, on giving notice to Holders, the Issuer will cancel or redeem, as applicable, the Securities, and pay in respect of each Security an amount equal to the fair market value of such Securities less the cost to the Issuer of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion; or


(iii) in the case of Certificates and if Delayed Redemption on Occurrence of Market Disruption Event is specified as being applicable in the applicable Final Terms, the Calculation Agent will calculate the fair market value of each Certificate, taking into account the Market Disruption Event less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Market Disruption Amount") as soon as practicable following the occurrence of the Market Disruption Event (the "Calculated Market Disruption Amount Determination Date") and, on the Redemption Date, shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Market Disruption Amount plus interest accrued from and including the Calculated Additional Market Amount Determination Date to but excluding the Redemption Date at a rate equal to Issuer's funding cost at such time or (y) if greater, the Notional Amount.

Consequently the occurrence of a Market Disruption Event in relation to a Commodity may have an adverse effect on the value or liquidity of the Securities.


Additional Disruption Events


If an Additional Disruption Event (other than a Failure to Deliver due to Illiquidity) occurs then:


(i) the Calculation Agent will determine the appropriate adjustment, if any, to be made to any one or more of any Relevant Asset and/or the Entitlement and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms to account for the Additional Disruption Event and determine the effective date of that adjustment; or

(ii) in the case of Warrants unless otherwise specified in the applicable Final Terms or in the case of Certificates unless Delayed Redemption on Occurrence of Additional Disruption Event is specified as being applicable in the applicable Final Terms, on giving notice to Holders in accordance with Condition 11, the Issuer will cancel or redeem the Securities, and pay in respect of each Security an amount equal to the fair market value of a Security taking into account the Additional Disruption Event less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion; or

(iii) in the case of Certificates and if Delayed Redemption on Occurrence of Additional Disruption Event is specified as being applicable in the applicable Final Terms, the Calculation Agent will calculate the fair market

value of each Certificate, taking into account the Additional Disruption Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Additional Disruption Amount") as soon as practicable following the occurrence of the Additional Disruption Event (the "Calculated Additional Disruption Amount Determination Date") and on the Redemption Date shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Additional Disruption Amount plus interest accrued from and including the Calculated Additional Disruption Amount Determination Date to but excluding the Redemption Date at a rate equal to Issuer's funding cost at such time or (y) if greater, the Notional Amount.


If a Failure to Deliver due to Illiquidity occurs:


(i) subject as provided in the Conditions, any Relevant Assets which are not Affected Relevant Assets, will be delivered on the originally designated Redemption Date; and


(ii) in respect of any Affected Relevant Assets, in lieu of physical settlement except in the case of U.S. Certificates (in which case another price or prices will be specified in the applicable Final Terms) the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Security, by payment to the relevant Holder of the Failure to Deliver Settlement Price on the fifth Business Day following the date that notice of such election is given to the Holders.

Consequently the occurrence of an Additional Disruption Event may have an adverse effect on the value or liquidity of the Securities.


Settlement Disruption Events


In the case of Physical Delivery Securities, if a Settlement Disruption Event occurs or exists on the Settlement Date or the Redemption Date respectively, settlement will be postponed until the next Settlement Business Day in respect of which there is no Settlement Disruption Event. The relevant Issuer in these circumstances also has the right to pay the Disruption Cash Settlement Price (as defined below) in lieu of delivering the Entitlement. As further described below, the Disruption Cash Settlement Price may be less than the fair market value of the Entitlement.

Option to Vary Settlement


If so indicated in the Final Terms, the relevant Issuer may, in its sole and absolute discretion, elect to vary the settlement of the Securities, by (i) in the case of Cash Settled Securities, delivering or procuring delivery of the Entitlement instead of making payment of the Cash Settlement Amount to the relevant Holders or (ii) in the case of Physical Delivery Securities, making payment of the Cash Settlement Amount to the relevant Holders instead of delivering or procuring delivery of the Entitlement.

Option to Substitute Assets or to Pay the Alternate Cash Amount


The Issuer may, in its sole and absolute discretion, if the Calculation Agent determines (in its sole and absolute discretion) that the Relevant Asset or Relevant Assets, as the case may be, comprise assets which are not freely tradable, elect either (i) to substitute a Substitute Asset or Substitute Assets, as the case may be, for the Relevant Asset or Relevant Assets or (ii) not to deliver or procure the delivery of the Entitlement or the Substitute Asset or Substitute Assets, as the case may be, to the relevant holders, but in lieu thereof to make payment to the relevant holders on the Settlement Date of the Alternate Cash Amount.

Certificates Subject to Optional Redemption or Cancellation by the Relevant Issuer or Other Early Redemption or Cancellation


An optional or other early redemption (or cancellation) feature is likely to limit the market value of the Certificates. In the case of Certificates having an optional redemption (or cancellation) feature, during any period when the relevant Issuer may elect to redeem (or cancel) the relevant Certificates, the market value of those Certificates generally will not rise substantially above the price at which they can be redeemed (or cancelled). This also may be true prior to any redemption (or cancellation) period. In addition, the Final Terms may provide that the relevant Certificates shall be redeemed (or cancelled) early in specified circumstances. Following an optional or early redemption (or cancellation), a Holder generally would not be able to reinvest the redemption (or cancellation) proceeds (if any) at an effective interest rate as high as the interest rate on the relevant Certificates being redeemed (or cancelled), and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.


Interest


Interest linked to an Underlying Reference


Interest payable on Underlying Reference Linked Interest Certificates may be determined by reference to an Underlying Reference or combinations of a number of different Underlying References. Potential investors should be aware that:


(i) the market price of such Securities may be volatile;


(ii) they may receive no interest;


(iii) payment of interest may occur at a different time or in a different currency than expected;


(iv) an Underlying Reference may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;


(v) if an Underlying Reference is applied to Certificates in conjunction with a weighting greater than one or contains some other leverage factor, the effect of changes in the Underlying Reference on interest payable will be magnified;


(vi) the timing of changes in an Underlying Reference may affect the actual yield to investors, even if the average level is consistent with their expectations (in general, the earlier the change in the Underlying Reference, the greater the effect on yield); and


(vii) interest may only be payable and/or calculated in respect of certain specified days and/or periods on or during which the Underlying Reference or its value equals, exceeds and/or is less than certain specified thresholds.


Limited Exposure to Underlying Reference


If the applicable Final Terms provide that the exposure of the relevant Securities to one or more Underlying References is limited or capped at a certain level or amount, the relevant Securities will not benefit from any upside in the value of any such Underlying References beyond such limit or cap.


Certain Additional Risk Factors Relating to market access products


Prospective purchasers of the Securities should note that the Securities are market access products in that the Issuer's obligations in respect thereof may be hedged by means of the Share(s), the Index, the Shares comprised in the Index, the Shares relating to the depositary receipts, the Debt Securities and/or any instrument used for the purposes of hedging obligations under the Securities being held by a Qualified Investor which is a company within the Issuer's

group. Although the prospective purchaser of the Securities will have no proprietary interest in such Share(s), the Index, the Shares comprised in the Index, the Shares relating to the depositary receipts, the Debt Securities and/or any instrument used for the purposes of hedging obligations under the Securities, the economic and other risks associated with such Shares, the Index, the Shares comprised in the Index, the Shares relating to the depositary receipts, the Debt Securities and/or instrument shall be assumed by the prospective purchasers of Securities as set out further in the Warrant Conditions or the Certificate Conditions.


No assurance can be given as to the liquidity of any trading market for the Securities. Prospective purchasers of the Securities should note that the liquidity of any trading market for the Securities is directly linked to the liquidity of any trading market for the Shares, the depositary receipts, the Debt Securities or the Index or contracts or instruments which reference the Index.


Prospective purchasers of the Securities should also be aware that the probability of the occurrence of a Hedging Disruption Event (or other Adjustment Event under the relevant legal terms as set out further in the Warrant Conditions or the Certificate Conditions) may be higher for certain developing or emerging markets as further described in "Certain Considerations Associated with Securities Linked to Emerging Markets" above.


Certain Additional Risk Factors Associated with Warrants


Limitations on Exercise of Warrants

If so indicated in the Final Terms, the relevant Issuer will have the option to limit the number of Warrants exercisable on any date (other than the final exercise date) to the maximum number specified in the Final Terms and, in conjunction with such limitation, to limit the number of Warrants exercisable by any person or group of persons (whether or not acting in concert) on such date. In the event that the total number of Warrants being exercised on any date (other than the final exercise date) exceeds such maximum number and the Issuer elects to limit the number of Warrants exercisable on such date, a Holder may not be able to exercise on such date all the Warrants that such Holder desires to exercise. In any such case, the number of Warrants to be exercised on such date will be reduced until the total number of Warrants exercised on such date no longer exceeds such maximum, such Warrants being selected at the discretion of the Issuer or in any other manner specified in the applicable Final Terms. Unless otherwise specified in the Final Terms, the Warrants tendered for exercise but not exercised on such date will be automatically exercised on the next date on which Warrants may be exercised, subject to the same daily maximum limitation and delayed exercise provisions.

Minimum Exercise Amount of Warrants

If so indicated in the Final Terms, a Holder must tender or, in the case of automatic exercise, hold, a specified number of Warrants at any one time in order to exercise. Thus, Holders with fewer than the specified minimum number of Warrants will either have to sell their Warrants or purchase additional Warrants, incurring transaction costs in each case, in order to realise their investment. Furthermore, holders of such Warrants incur the risk that there may be differences between the trading price of such Warrants and the Cash Settlement Amount (in the case of Cash Settled Warrants) or the Physical Settlement Value (in the case of Physical Delivery Warrants) of such Warrants.


Time Lag after Exercise of Warrants

In the case of any exercise of Warrants, there will be a time lag between the time a Holder gives instructions to exercise and the time the applicable Cash Settlement Amount (in the case of Cash Settled Warrants) relating to such exercise is determined. Any such delay between the time of exercise and the determination of the Cash Settlement Amount will be specified in the applicable Final Terms or the applicable Terms and Conditions. However, such delay could be significantly longer, particularly in the case of a delay in the exercise of Warrants arising from any daily maximum exercise limitation, the occurrence of a Market Disruption Event or the failure to open of an exchange (if applicable) or following the imposition of any exchange controls or other similar regulations affecting the ability to obtain or exchange any relevant currency (or basket of currencies) in the case of Currency Warrants. The applicable Cash

Settlement Amount may change significantly during any such period, and such movement or movements could decrease the Cash Settlement Amount of the relevant Warrants, and may result in such Cash Settlement Amount being zero.

FINAL TERMS DATED 15 October 2008


BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)


100,000 "Equity Protection Cap" EUR Certificates relating to the S&P/MIB TM Index ISIN Code : NL0006191629

(the NL0006191629 Certificates)


500,000 "Equity Protection Cap" EUR Certificates relating to the Share of Allianz SE ISIN Code: NL0006295537

(the NL0006295537 Certificates and, together with the NL0006191629 Certificates, the Certificates)


Unconditionally and irrevocably guaranteed by



(incorporated in France) (as Guarantor)


(Warrant and Certificate Programme)


BNP Paribas Arbitrage S.N.C.

(as Manager)


The NL0006191629 Certificates were offered to the public in the Republic of Italy from 25 August 2008 to 25 September 2008

The NL0006295537 Certificates were offered to the public in the Republic of Italy from from 1 July 2008 to 13 August 2008


PART A – CONTRACTUAL TERMS


Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the sections entitled “Terms and Conditions of the Certificates” and, for the NL0006191629 Certificates “Annex 1 – Additional Terms and Conditions for Index Certificates”, and for the NL0006295537 Certificates “Annex 2 – Additional Terms and Conditions for Share Certificates” of the Base Prospectus dated 30 May 2008, the First Supplement to the Base Prospectus dated 14 August 2008, the Second Supplement to the Base Prospectus dated 8 September 2008, the Third Supplement to the Base Prospectus dated 1 October 2008 and the Fourth Supplement to the Base Prospectus dated 9 October 2008, which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive "). The Base Prospectus dated 30 May 2008, the First Supplement to the Base Prospectus dated 14 August 2008, the Second Supplement to the Base Prospectus dated 8 September 2008, the Third Supplement to the Base Prospectus dated 1 October 2008 and the Fourt Supplement to the Base Prospectus dated 9 October 2008, have been passported into Italy in compliance with Article 18 of the Prospectus Directive. This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read

in conjunction with such Base Prospectus as so supplemented. Full information on BNP Paribas Arbitrage Issuance

B.V. (the "Issuer") and the Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for vie wing on the Netherlands Authority for the Financial Markets’ (Autoriteit Financiële Markten - AFM) website xxx.xxx.xx, and copies may be obtained free of charge at BNP Paribas Securities Services, Xxxxx Xxxxxx, Xxx Xxxxxxxx, 0-00000, Xxxxxx, Xxxxx.


References herein to numbered Conditions are to the terms and conditions of the relevant series of Certificates and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Certificates, save as where otherwise expressly provided.


These Final Terms relate to the series of Certificates as set out in "Specific Provisions for each Series" below. References herein to "Certificates" shall be deemed to be references to the relevant Certificates that are the subject of these Final Terms and references to "Certificate" shall be construed accordingly.


1. Issuer: BNP PARIBAS ARBITRAGE ISSUANCE B.V.


2. Guarantor: BNP PARIBAS


SPECIFIC PROVISIONS FOR EACH SERIES


? For the NL0006191629 Certificates:

Series Number

No. of Certificates issued

No. of Certificates

ISIN

Common Code

Issue Price per Certificate

Redemption Date


CE0195UR


100,000


100,000


NL0006191629


038345320


EUR 100


2 October 2012


? For the NL0006295537 Certificates:

Series Number

No. of Certificates issued

No. of Certificates

ISIN

Common Code

Issue Price per Certificate

Redemption Date


CE0187UR


500.000


500.000


NL0006295537


037352322


EUR 100


20 August 2012


The Redemption Date shall be subject to adjustment in accordance with:


? For the NL0006191629 Certificates the Modified Following Business Day Convention;


? For the NL0006295537 Certificates the Following Business Day Convention.


GENERAL PROVISIONS


The following terms apply to each series of Certificates:


3. Trade Date: ? For the NL0006191629 Certificates: 25 September 2008


? For the NL0006295537 Certificates: 13 August 2008


4. Issue Date : ? For the NL0006191629 Certificates: 30 September 2008.


? For the NL0006295537 Certificates: 19 August 2008.


5. Consolidation: Not Applicable


6. Type of Certificates:


? The NL0006191629 Certificates are Index Certificates


? The NL0006295537 Certificates are Share Certificates The Certificates are "Equity Protection Cap" EUR Certificates Automatic Exercise applies on the Exe rcise Date

The Exercise Date is :

? For the NL0006191629 Certificates: 25 September 2012,


? For the NL0006295537 Certificates: 13 August 2012,


or if such day is not a Business Day the immediately subsequent Business Day.


The Exercise Date will be subject to the same adjustments provided for the Valuation Date. For the purposes of Borsa Italiana, the Exercise Date shall be deemed to be also the maturity date, i.e. the date in which the Certificates expire


7. Form of Certificates: Italian Dematerialised Certificates


8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the

definition of "Business Day" in Condition 4 is TARGET


9. Settlement: Settlement will be by way of cash payment (Cash Settled Certificates)


10. Variation of Settle ment:


(a) Issuer's option to vary settlement:

The Issuer does not have the option to vary settlement in respect of the Certificates


(b) Variation of Settlement of Physical Delivery Certificates:

Not Applicable


11. Relevant Asset(s): Not Applicable


12. Entitlement: Not Applicable


13. Instalment Certificates: The Certificates are not Instalment Certificates


14. Partly Paid Certificates: The Certificates are not Partly Paid Certificates


15. Exchange Rate: Not Applicable


16. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is Euro (“ EUR”)


17. Notional Amount of each Certificate: EUR 100


18. Syndication: The Certificates have been distributed on a non-syndicated basis


19. Minimum Trading Size: The minimum trading size will be established by the Italian Stock

Exchange with the notice communicating the first day of trading of the Certificates


20. Principal Certificate Agent: BNP Paribas Securities Services, Milan


21. Calculation Agent: BNP Paribas Arbitrage SNC, 0 xxx xx Xxxxx, 00000 Xxxxx, Xxxxxx


22. Governing law: English law

23. Special conditions or other modifications to the Terms and Conditions:

Minimum exercise number of Certificates: The minimum number of Certificates that may be exercised by the Certificate holder is (1) one Certificate and in excess thereof by multiples of

(1) one Certificate

Trading Code of Borsa Italiana is


? For the NL0006191629 Certificates: P91629

? For the NL0006295537 Certificates: P95537

Condition 7(E) -Rights of Holders and Calculations

The following shall be deemed to be added at the end of the first paragraph of Condition 7(E)(Rights of Holders and Calculations):

“unless such errors or omissions are due to its own wilful misconduct or gross negligence”

Condition 8 (Illegality and Force Majeure)

The following shall be deemed to be deleted from Condition 8 (Illegality and Force Majeure):

“less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (unless otherwise provided in the relevant Final Terms)”

Condition 14 - Substitution of the Issuer or the Guarantor

Condition 14 (B) shall be deemed to be deleted and replaced by the following:

“Where the Issuer is BNPP B.V., BNPP or any previous substituted company, in its capacity as guarantor, may not be substituted by any other company”

Condition 16 –Additional Disruption Events

The following shall be deemed to be deleted from Condition 16 (Additional Disruption Events) (C) (ii) (iii):

"less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (unless otherwise provided in the relevant Final Terms)"

The following sentence shall be deemed to be added at the end of Condition 16 ( Additional Disruption Events) (C)

“The Calculation Agent will adjust any relevant terms of the Certificates as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Certificates”

? For the NL0006191629 Certificates:


Annexe 1 (3) (B)


Paragraph (i) bis shall be deemed to be added between point (i) and (ii):

"The Calculation Agent shall replace the Index by a new similar Index, multiplied, if needed be, by a linking coefficient allowing to ensure continuity in the evolution of the underlying asset of the Certificates".


The following shall be deemed to be deleted from Paragraph (ii) and (iii):


"less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements".


The following sentence shall be deemed to be added at the end of the paragraph 1 (3) (B) :


"The Calculation Agent will adjust any relevant terms of the Certificates as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Certificates".

? For the NL0006295537 Certificates:


ANNEX 2 (Additional Terms and Conditions for Share Certificates)


The following sentence shall be deemed to be added at the end of Annex 2 (3) (Potential Adjustment Events)


“The Calculation Agent will adjust any relevant terms of the Certificates as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Certificates”


The following shall be deemed to be deleted from Annex 2 (4) (b),

(c) and (d) (Merger Event, Tender Offer, De-Listing, Nationalisation and Insolvency):

"less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements"


PRODUCT SPECIFIC PROVISIONS


24. Index Certificates: ? For the NL0006191629 Certificates: The provisions of Annex 1 (Additional Terms and Conditions for Index Certificates) shall apply.


? For the NL0006295537 Certificates: Non Applicable


(a) Index/Index Sponsor: The NL0006191629 Certificates relate to the S&P/MIBTM Index

(Isin Code: IT0003465736/ Reuters Code: .SPMIB / Bloomberg Code: SPMIB) (the Index or the Underlying).


The relevant Index Sponsor is Standard and Poor’s, a division of Mc Graw Xxxx Companies, Inc. or any successor acceptable to the Calculation Agent.

The S&P/MIBTM Index is a non-Composite Index for the purposes of these Final Terms.


(b) Index Currency: The relevant Index currency is EUR.


(c) Exchange(s): The relevant Exchange(s) is (are), in respect of each component security of such Index (each, a “ Component Security”), the principal stock exchange(s) on which such Component Security is principally traded, as determined by the Calculation Agent.


(d) Related Exchange(s): All Exchanges.


(e) Exchange Business Day: Single Index Basis.


(f) Scheduled Trading Day: Single Index Basis.


(g) Weighting: Not Applicable.


(h) Settlement Price: The Settlement Price will be calculated on the basis of the official

opening level of the Index as announced by the Index Sponsor.


(i) Disrupted Day: If the Valuation Date is a Disrupted Day, the Settlement Price

will be calculated on the basis of the provisions contained in Condition 4.


(j) Specified Maximum Days of Disruption:

Three (3) Scheduled Trading Days.


(k) Valuation Time: The time when the official opening level of the Index is

announced by the Index Sponsor.


(l) Index Correction Period As per Conditions.


(m) Knock-in Event: Not Applicable.


(n) Knock-out Event: Not Applicable.


(o) Automatic Early Redemption Event:

Not Applicable.


(p) Delayed Redemption on Occurrence of Adjustment Event:

Not Applicable.

25. Share Certificates: ? For the NL0006191629 Certificates: Not Applicable.


? For the NL0006295537 Certificates: The provisions of Annex 2 (Additional Terms and Conditions for Share Certificates) shall apply.


(a) Share(s)/Share Company/Basket Company:

The NL0006295537 Certificates relate to the Share of ALLIANZ SE (Reuters Code: XXXX.XX, Bloomberg Code ALV GY, Isin Code: DE0008404005) (the “Share” or the

“ Underlying”).


(b) Exchange(s): The relevant Exchange is Deutsche Böerse.


(c) Related Exchange(s): All Exchanges


(d) Exchange Business Day: Single Share Basis


(e) Scheduled Trading Day: Single Share Basis


(f) Weighting: Not Applicable


(g) Settlement Price: The Settlement Price will be calculated on the basis of the official

closing price of the Share on the Valuation Date (as indicated in § 51).


(h) Disrupted Day: If the Valuation Date is a Disrupted Day, the Settlement Price

will be calculated on the basis of the provisions contained in Condition 4.


(i) Specified Maximum Days of Disruption:

Three (3) Scheduled Trading Days


(j) Valuation Time: The Scheduled Closing Time.


(k) Knock-in Event: Not Applicable


(l) Knock-out Event: Not Applicable


(m) Automatic Early Redemption Event:

Not Applicable


(n) Redemption on Occurrence of Extraordinary Event:

Not Applicable


(o) Delayed Redemption on Occurrence of Extraordinary Event:

Not Applicable


(p) Share Correction Period As per Conditions


(q) Dividend Payment: Not Applicable


26. GDR/ADR Certificates: Not Applicable


27. Debt Certificates: Not Applicable


28. Commodity Certificates: Not Applicable


29. Inflation Index Certificates: Not Applicable


30. Currency Certificates: Not Applicable


31. Fund Certificates: Not Applicable


32.

Market Access Certificates:

Not Applicable

33.

Credit Certificates:

Not Applicable.

34

Future Certificates:

Not Applicable.

35

Additional Disruption Events:

(i) The following Additional Disruption Events apply to the Certificates:



? For the NL0006191629 Certificates:


Change in Law


? For the NL0006295537 Certificates:


Change in Law Insolvency Filing

(ii) Delayed Redemption on Occurrence of Additional Disruption Event: Not Applicable



PROVISIONS RELATING TO INTEREST


36.

Interest:

The Certificates do not pay interest

37.

Fixed Rate Provisions:

Not Applicable

38.

Floating Rate Provisions

Not Applicable

39.

Index Linked Interest Certificates:

Not Applicable

40

Share Linked Interest Certificates:

Not Applicable.

41

GDR/ADR Linked Interest Certificates:

Not Applicable.

42

Debt Linked Interest Certificates:

Not Applicable

43.

Commodity Linked Interest Certificates:

Not Applicable

44

Inflation Index Linked Interest Certificates:

Not Applicable

45

Currency Linked Interest Certificates:

Not Applicable

46

Fund Linked Interest Certificates:

Not Applicable.

47

Future Linked Interest Certificates:

Not Applicable.


ISSUER CALL OPTION IN RESPECT OF CERTIFICATES


48 Issuer Call Option: Not Applicable


HOLDER PUT OPTION IN RESPECT OF CERTIFICATES

49 Holder Put Option: Not Applicable


PROVISIONS RELATING TO VALUATION ON REDEMPTION


50 Cash Settlement Amount:


For the NL0006191629 Certificates: 1) If IndexFinal is equal to or less than the Protection Level, each

Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:


N x Protection Factor %


2) If IndexFinal is greater than the Protection Level, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:



Min (N + N x Participation x (

IndexFinal

IndexInitial


-1); N x Cap Level

%)


Where:


N is the Notional Amount of each Certificate (see § 17);


IndexInitial is the official closing level of the Index on the Strike Date;


IndexFinal

is the official opening level of the Index on the

Valuation Date;


Participation = 100 %;


Protection Factor % = 100%;


Protection Level = 100% x

IndexInitial ;


Cap Level % = 140%


For the NL0006295537 Certificates: 1) If Share Final is equal to, or less than, the Protection Level,

each Certificate will be exercised automatically on the Exercise Date and the Holder will receive payment of a Cash Settlement Amount in accordance with the following provisions:


N x Protection Factor %


2) If Share Final is greater than the Protection Level, each

Certificate will be exercised automatically on the Exercise Date and the Holder will receive payment of a Cash Settlement Amount in accordance with the fo llowing provisions:



Min (N + N x Participation x ( Level%)

Where :

ShareFinal

ShareInitial


-1); N x Cap


N means the Notional Amount of the Certificate (as specified in § 17).


Shareinitial means the Closing Price of the Share on the Strike Date;


Sharefinal means the Closing Price of the Share on the Valuation Date;


Participation is 100%


Protection Factor% is 100% Protection Level is 100% of ShareInitial, Cap Level % is 136%;


Pursuant the Rules of the markets organised and managed by Borsa Italiana S.p.A., each Holder may notify the Issuer that it renounces its right to payment of any such Cash Settlement Amount, by delivery to the Agent not later than the Renouncement Notice Cut-off Time (as defined in § 51) of a notice (the “Renouncement Notice”, substantially in the form of Part B in these Final terms).


Copies of the Renouncement Notice may be obtained during normal business hours from the specified office of any Certificate Agent.


If no Renouncement Notice is received before the Renouncement Notice Cut-off Time (as defined in § 51), the Cash Settlement Amount shall be paid automatically by the Issuer on the Redemption Date.


No Renouncement Notice may be withdrawn after receipt thereof by the Agent. After delivery of a Renouncement Notice, the relevant Holder may not transfer the Certificates which are the subject of such Renouncement Notice.

51 Renouncement Notice Cut-off Time ? For the NL0006191629: 10.00 a.m. (Milan time) on the



Exercise Date.

?

For the NL0006295537 Certificates: 5:00 pm on the Scheduled Trading Day following the Valuation Date.

52

Strike Date:

?

For the NL0006191629 Certificates: 25 September 2008.



?

For the NL0006295537 Certificates: 13 August 2008.


53


Valuation Date:


The Exercise Date.

54

Averaging:

Averaging does not apply to the Certificates.

55.

Observation Dates:

Not Applicable.

56

Observation Period:

Not Applicable.

57

Settlement Business Day:

Not Applicable.

58

Cut-off Date:

Not Applicable.

DISTRIBUTION AND US SALES ELIGIBILITY


59 Selling Restrictions: As described in the Base Prospectus.


(a) Eligibility for sale of Certificates in the United States to AIs:

The Certificates are not eligible for sale in the United States to AIs.


(b) Eligibility for sale of Certificates in the United States to QIBs within the meaning of rule

144A:

The Certificates are not eligible for sale in the United States under Rule 144A to QIBs


60 Additional U.S. Federal income tax consequences:

Not Applicable


61 Registered broker/dealer: Not Applicable


Listing Application


These Final Terms comprise the final terms required to list the issue of Certificates described.


Responsibility


The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.


? For the NL0006191629 Certificates: The information included in Annex A (the "Index Information") consists of extracts from or summaries of information that is publicly available in respect of the Index. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Index Sponsor, no facts have been omitted which would render the reproduced inaccurate or misleading.

? For the NL0006295537 Certificates: The information included in Part B (the "Share Information") consists of extracts from or summaries of information that is publicly available in respect of the Share. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Share Company, no facts have been omitted which would render the reproduced inaccurate or misleading.


Signed on behalf of BNP Paribas Arbitrage Issuance B.V. As Issuer:

By: ………………………………….


Duly authorised


PART B – OTHER INFORMATION


1. Listing and Admission to trading:


The Certificates are listed on the Italian Stock Exchange and admitted to trading on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A.


2. Ratings


Ratings: The Certificates to be issued have not been rated.


The rating of the Guarantor is Aa1 from Moody’s and AA+ from Standard and Poor’s


As defined by Moody's an "Aa1" rating means that the obligations of the Issuer and the Guarantor under the Programme are of high quality and are subject to very low credit risk and, as defined by Standard & Poor's, an "AA+" rating means that the relevant Issuer and Guarantor's capacity to meet its financial commitment under the Certificates is very strong.


3. Risk Factors


As described in the Base Prospectus, as supplemented.


4. Notification


The Authority for the Financial Markets, which is the Netherlands competent authority for the purpose of the Prospectus Directive, has provided the Italian National Commission for the Companies and the Market- CONSOB with a certificate of approval attesting that the Base Prospectus, the First Supplement to the Base Prospectus, the Second Supplement to the Base Prospectus, the Third Supplement to the Base Prospectus and the Fourth Supplement to the Base Prospectus, have been drawn up in accordance with the Prospectus Directive.

5. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying


The “Equity Protection Cap” Certificate is an EUR denominated exercisable Certificate which return is linked to the performance of the Underlying. The structure is capital protected but features a Cap Level (for the NL0006191629 Certificates: 140% * N; for the NL0006295537 Certificates: 136% * N). The formula for calculating the Cash Settlement Amount is described in § 50. The return on such Certificate could be well inferior to the return on a direct investment on the Underlying.


During the secondary market period, the price of the Certificates will depend upon market conditions and may be subject to significant fluctuations. Over the investment time period, the yield of the Certificate may well be inferior to the yield of a market-neutral-risk investment.


If the Certificates are sold, before the Redemption Date, there is a higher probability that the investor will suffer a loss of its investment.

? for the NL0006191629 Certificates

Adjustment rules with relation to events concerning the underlying:


As detailed in Annex 1 (Additional Terms and Conditions for Index Certificates) contained in the Base Prospectus.

Source of information relating to the Index Bloomberg and Reuters

Place where information relating to the Index can be obtained

Information on the S&P/MIBTM Index shall be available on the website: xxx.xxxxxxxxxxxxxxxx.xxx

Post-Issuance information: The Issuer does not intend to provide any Post-Issuance information.


? For the NL0006295537 Certificates:

Name of the issuer of the underlying security: Allianz


Allianz SE, formerly known as Allianz AG, together with its subsidiaries, operates as an integrated financial services provider. The Company offers insurance, banking and asset management products and services to more than 60 million customers in over 70 countries. Allianz SE operates and manages its activities primarily through four operating segments. The Property-Casualty segment offers property- casualty insurance products consisting of individual, motor injury, liability, homeowner and accident insurance, among others. The Life/Health segment?s portfolio includes traditional life, endowment, annuity and term insurance products, as well as unit-linked and investment-oriented products. The Company?s Banking activities are primarily conducted through Dresdner Bank AG and its subsidiaries (Dresdner Bank). The Asset Management segment consists of asset management products and services both for third- party investors and for the Company?s insurance operations.

Address: Xxxxxxxxxxxxxxx 00

00000 Xxxxxx Xxxxxxx Website: xxx.xxxxxxx.xxx/

ISIN Code of the underlying: DE0008404005.


Source of information relating to the Underlying

Past and futures performances and volatility of the Share are also notably available on Bloomberg.


Post-Issuance information The Issuer does not provide post-issuance information


6. Operational Information


Relevant Clearing System(s): Monte Titoli.

7. Yield


Not Applicable.


8. Renouncement Notice

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Certificate)


BNP Paribas Arbitrage Issuance B.V.


100,000 "Equity Protection Cap" EUR Certificates relating to the S&P/MIB TM Index ISIN Code : NL0006191629

(the NL0006191629 Certificates)


500,000 "Equity Protection Cap" EUR Certificates relating to the Share of Allianz SE ISIN Code: NL0006295537

(the NL0006295537 Certificates and, together with the NL0006191629 Certificates, the Certificates)


To: BNP Paribas Securities Services, Xxxxx Xxxxxx


Xxx Xxxxxxxx, 0-00000, Xxxxxx, Xxxxx Fax No: (00) 00 00000 000


We/I the undersigned Holder(s) of the Certificates


__________________________


hereby communicate that we are renouncing the automatic exercise on the Exercise Date of the rights granted by the Certificates in accordance with the Terms and Conditions of the Certificates, as amended and/or supplemented by the applicable Final Terms (the Certificate Terms ).


Series No. of the Certificates:


__________________________


Number of Certificates the subject of this notice:


__________________________


The undersigned understands that if this Renouncement Notice is not completed and delivered as provided in the Certificate Terms or is determined to be incomplete or not in proper form (in the determination of the Italian Certificate Agent), it will be treated as null and void.


If this Renouncement Notice is subsequently corrected to the satisfaction of the Italian Certificate Agent, it will be deemed to be a new Renouncement Notice submitted at the time such correction was delivered to the Italian Certificate Agent.


Expressions defined in the Certificate Terms shall bear the same meanings in this Renouncement Notice. Place and date:

__________________________ Signature of the Holder


Name of beneficial owner of the Certificates


__________________________


__________________________


Signature

ANNEX A



For the NL0006191629 Certificates:

Index Disclaimer


The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Xxxx Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P Indices to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P Indices which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Product to be issued or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product.


S&P DOES NOT GUA RANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FINAL TERMS DATED 15 October 2008


BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)


300,000 "Equity 90% Protection Cap " EUR Certificates relating to the Dow Xxxxx Stoxx® Health Care Index

ISIN Code: NL0006090748


Unconditionally and irrevocably guaranteed by




(incorporated in France) (as Guarantor)


BNP Paribas Arbitrage S.N.C.

(as Manager)


PART A – CONTRACTUAL TERMS


Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 30 May 2007 and the First Supplement to the Base Prospectus dated 11 July 2007, the Second Supplement to the Base Prospectus dated 3 October 2007, the Third Supplement to the Base Prospectus dated 8 January 2008, the Fourth Supplement to the Base Prospectus dated 21 February 2008 and the Fifth Supplement to the Base Prospectus dated 5 March 2008. This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus dated 30 May 2008, the First Supplement to the Base Prospectus dated 14 August 2008, the Second Supplement to the Base Prospectus dated 8 September 2008, the Third Supplement dated 1 October 2008 and the Fourth Supplement to the Base Prospectus dated 9 October 2008, which together constitute a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated 30 May 2007 and the First Supplement to the Base Prospectus dated 11 July 2007, the Second Supplement to the Base Prospectus dated 3 October 2007, the Third Supplement to the Base Prospectus dated 8 January 2008, the Fourth Supplement to the Base Prospectus dated 21 February 2008 and the Fifth Supplement to the Base Prospectus dated 5 March 2008. Full information on BNP Paribas Arbitrage Issuance

B.V. (the "Issuer") and the Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectuses dated 30 May 2007, as supplemented and 30 May 2008, the First Supplement to the Base Prospectus dated 14 August 2008, the Second Supplement to the Base Prospectus dated 8 September 2008, the Third Supplement dated 1 October 2008 and the Fourth Supplement to the Base Prospectus dated 9 October 2008. The Base Prospectus dated 30 May 2007 is available for viewing at BNP Paribas Securities Services, Luxembourg Branch, 00 xxx xx Xxxxxxxxx, Xxxxxx-Xxxxxxxxxx, X-0000 Xxxxxxxxxx, on the Luxembourg’s Stock Exchange’s website xxx.xxxxxx.xx and copies may be obtained free of charge at BNP Paribas Securities Services, Xxxxx Xxxxxx, Xxx Xxxxxxxx, 0-00000, Xxxxxx, Xxxxx. The Base Prospectus dated 30 May 2008 is available for viewing on the Netherlands Authority for the

Financial Markets’ (Autoriteit Financiële Markten - AFM) website xxx.xxx.xx, and copies may be obtained free of charge at BNP Paribas Securities Services, Xxxxx Xxxxxx, Xxx Xxxxxxxx, 0-00000, Xxxxxx, Xxxxx.


References herein to numbered Conditions are to the terms and conditions of the relevant series of Certificates and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Certificates, save as where otherwise expressly provided.


These Final Terms relate to the series of Certificates as set out in "Specific Provisions for each Series" below. References herein to "Certificates" shall be deemed to be references to the relevant Certificates that are the subject of these Final Terms and references to "Certificate" shall be construed accordingly.


1. Issuer: BNP PARIBAS ARBITRAGE ISSUANCE B.V.


2. Guarantor: BNP PARIBAS


SPECIFIC PROVISIONS FOR EACH SERIES



Series Number


No. of Certificates issued


No. of Certificates


ISIN Common Code


Issue Price per Certificate


Redemption Date

CE0098UR 300,000 300,000 NL0006090748 036217871 EUR 100 6 June 2012


The Redemption Date shall be subject to adjustments in accordance with the Modified Following Business Day Convention.


GENERAL PROVISIONS


The following terms apply to each series of Certificates:


3. Trade Date: 28 May 2008.


4. Issue Date: 28 May 2008.


5. Consolidation: Not Applicable.


6. Type of Certificates: (a) The Certificates are Index Certificates.


(b) The Certificates are “Equity 90% Protection Cap” (EUR) Certificates.

Automatic Exercise applies on the Exercise Date.


The Exercise Date is 30 May 2012 or if such day is not a Business Day the immediately subsequent Business Day.

The Exercise Date will be subject to the same adjustments provided for the Valuation Date. For the purposes of Borsa Italiana, the Exercise Date shall be deemed to be also the maturity date, i.e. the date in which the Certificates expire.


7. Form of Certificates: Italian Dematerialised Certificates.


8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the

definition of “Business Day” in Condition 4 is TARGET.


9. Settlement: Settlement will be by way of cash payment (Cash Settled Certificates).


10. Variation of Settlement:


(a) Issuer's option to vary settlement:

The Issuer does not have the option to vary settlement in respect of the Certificates.


(b) Variation of Settlement of Not Applicable.

Physical Delivery Certificates:


11. Relevant Asset(s): Not Applicable.


12. Entitlement: Not Applicable.


13. Instalment Certificates: The Certificates are not Instalment Certificates.


14. Partly Paid Certificates: The Certificates are not Partly Paid Certificates.


15. Exchange Rate: Not Applicable.


16. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is Euro ("EUR").


17. Notional Amount of each Certificate: EUR 100.


18. Syndication: Not Applicable.


19. Minimum Trading Size: The minimum trading size will be established by the Italian Stock

Exchange with the notice communicating the first day of trading of the Certificates.


20. Principal Certificate Agent: BNP Paribas Securities Services, Milan.


21. Calculation Agent: BNP Paribas Arbitrage SNC, 0 xxx xx Xxxxx, 00000 Xxxxx, Xxxxxx.


22. Governing law: English law.


23. Special conditions or other modifications to the Terms and Conditions:

The Certificates have been offered to the public in the Republic of Italy from 2 May 2008 to 28 May 2008. The offer was made on the basis of the Final Terms dated 2 May 2008, under the base prospectus "Warrant and Certificate Programme", approved on May 30, 2007 by the CSSF and passported into Italy by means of communication to CONSOB dated June 6, 2007, in compliance with Article 18 of the Prospectus Directive, as supplemented.

Therefore, the Conditions applicable to the Certificates are the Conditions set forth in the sections entitled “Terms and Conditions of the Certificates” and “Annex 1 – Additional Terms and Conditions for Index Certificates” of the base prospectus dated 30 May 2007, as supplemented, as completed and modified by the Final Terms dated 2 May 2008, attached hereto as annex A.


PRODUCT SPECIFIC PROVISIONS


24. Index Certificates: The provisions of Annex 1 (Additional Terms and Conditions for Index Certificates) shall apply.


(a) Index/Index Sponsor: The Certificates relate to the Dow Xxxxx Stoxx® Health Care

Index (Reuters Code: .SXDP / Bloomberg Code: SXDP) (the

Index or the Underlying)

The relevant Index Sponsor is Stoxx Limited or any successor acceptable to the Calculation Agent.


(b) Index Currency: The relevant Index currency is EUR.


(c) Exchange(s): With respect to the Index, the relevant Exchange(s) is (are), in respect of each component security of such Index (each, a “Component Security”), the principal stock exchange(s) on which such Component Security is principally traded, as determined by the Calculation Agent.


(d) Related Exchange(s): All Exchanges.


(e) Exchange Business Day: Single Index Basis.


(f) Scheduled Trading Day: Single Index Basis.


(g) Weighting: Not Applicable.


(h) Settlement Price: The Settlement Price will be calculated on the basis of the

Closing Level of the Index.


(i) Disrupted Day: If the Valuation Date is a Disrupted Day, the provisions

contained in Condition 4 “Valuation Date” will apply.


(j) Specified Maximum Days of Disruption:

Three (3) Scheduled Trading Days.


(k) Valuation Time: The time when the closing level of the Index is determined and

published by the Index Sponsor.


(l) Index Correction Period: As per Conditions.


(m) Knock-in Event: Not Applicable.


(n) Knock-out Event: Not Applicable.


(o) Automatic Early Redemption Event:

Not Applicable.


(p) Delayed Redemption on Occurrence of Adjustment Event:

Not Applicable.


25

Share Certificates:

Not Applicable.

26.

GDR/ADR Certificates:

Not Applicable.

27.

Debt Certificates:

Not Applicable.

28.

Commodity Certificates:

Not Applicable.

29.

Inflation Index Certificates:

Not Applicable.

30. Currency Certificates: Not Applicable.


31. Fund Certificates: Not Applicable.


32. Market Access Certificates: Not Applicable.


33. Credit Linked Certificates: Not Applicable.


34. Future Certificates: Not Applicable.


35. Additional Disruption Events: (i) The following Additional Disruption Events apply to the

Certificates:


Change in Law


(ii) Delayed Redemption on Occurrence of Additional Disruption Event: Not Applicable.


PROVISIONS RELATING TO INTEREST


36. Interest: The Certificates do not pay interest.


37. Fixed Rate Provisions: Not Applicable.


38. Floating Rate Provisions Not Applicable.


39. Index Linked Interest Certificates: Not Applicable.


40. Share Linked Interest Certificates: Not Applicable.


41. GDR/ADR Linked Interest Certificates: Not Applicable.


42. Debt Linked Interest Certificates: Not Applicable.


43. Commodity Linked Interest Certificates: Not Applicable.


44. Inflation Index Linked Interest Certificates:

Not Applicable.


45. Currency Linked Interest Certificates: Not Applicable.


46. Fund Linked Interest Certificates: Not Applicable.


47. Future Linked Interest Certificates: Not Applicable.


ISSUER CALL OPTION IN RESPECT OF CERTIFICATES


48. Issuer Call Option: Not Applicable.


HOLDER PUT OPTION IN RESPECT OF CERTIFICATES


49. Holder Put Option: Not Applicable.


PROVISIONS RELATING TO VALUATION ON REDEMPTION


50. Cash Settlement Amount: 1) If Index Final is equal to, or less than, the Protection Level,

each Certificate will be exercised automatically on the Exercise Date and the Holder will receive payment of a Cash Settlement Amount in accordance with the following provisions:


N x Protection Level %


2) If Index Final is greater than the Protection Level, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive payment of a Cash Settlement Amount in accordance with the following provisions:


Index Final

Min (N + N x Participation x ( Index

Level%)


Where :


Initial

-1); N x Cap


N means the Notional Amount of each Certificate (as specified in

§ 17).


IndexInitial means the Closing Level of the Index on the Strike Date;


IndexFinal means the Closing Level of the Index on the Valuation Date;


Participation is 100%


Protection Level% is 90%


Protection Level is 90% of IndexInitial, Cap Level % is 140%;

Pursuant the Rules of the markets organised and managed by Borsa Italiana S.p.A., each Holder may notify the Issuer that it renounces its right to payment of any such Cash Settlement Amount, by delivery to the Agent not later than the Renouncement Notice Cut-off Time (as defined in § 51) of a notice (the “Renouncement Notice”, substantially in the form of Part B in these Final terms).


Copies of the Renouncement Notice may be obtained during normal business hours from the specified office of any Certificate Agent.


If no Renouncement Notice is received before the Renouncement Notice Cut-off Time (as defined in § 51), the Cash Settlement Amount shall be paid automatically by the Issuer on the Redemption Date.


No Renouncement Notice may be withdrawn after receipt thereof by the Agent. After delivery of a Renouncement Notice, the relevant Holder may not transfer the Certificates which are the subject of such Renouncement Notice.

51. Renouncement Notice Cut-off Time 5.00 p.m. (Milan time) on the Scheduled Trading Day following

the Valuation Date.


52. Strike Date: 28 May 2008.


53. Valuation Date: The Exercise Date.


54. Averaging: Averaging does not apply to the Certificates.


55. Observation Dates: Not Applicable.


56. Observation Period: Not Applicable.


57. Settlement Business Day: Not Applicable.


58. Cut-off Date: Not Applicable.


DISTRIBUTION AND US SALES ELIGIBILITY


59. Selling Restrictions: As described in the Base Prospectus.


(a) Eligibility for sale of Certificates in the United States to AIs:

The Certificates are not eligible for sale in the United States to AIs.


(b) Eligibility for sale of Certificates in the United States to QIBs within the meaning of rule 144A:

The Certificates are not eligible for sale in the United States under Rule 144A to QIBs.


60. Additional U.S. Federal income tax consequences:

Not Applicable.


61. Registered broker/dealer: Not Applicable.


Listing Application


These Final Terms comprise the final terms required to list the issue of Certificates described.


Responsibility


The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information. The information included in Part B (the "Index Information") consists of extracts from or summaries of information that is publicly available in respect of the Index. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Index Company, no facts have been omitted which would render the reproduced inaccurate or misleading.


Signed on behalf of BNP Paribas Arbitrage Issuance B.V. As Issuer:

By: Duly authorised

PART B – OTHER INFORMATION


1. Listing and Admission to trading:


The Certificates are listed on the Italian Stock Exchange and admitted to trading on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A.


2. Ratings


Ratings: The Certificates to be issued have not been rated.


The rating of the Guarantor is Aa1 from Moody’s and AA+ from Standard and Poor’s.


As defined by Moody's an "Aa1" rating means that the obligations of the Issuer and the Guarantor under the Programme are of high quality and are subject to very low credit risk and, as defined by Standard & Poor's, an "AA+" rating means that the relevant Issuer and Guarantor's capacity to meet its financial commitment under the Certificates is very strong.


3. Risk Factors


As described in the Base Prospectus, as supplemented.


4. Notification


The Authority for the Financial Markets, which is the Netherlands competent authority for the purpose of the Prospectus Directive, has provided the Italian National Commission for the Companies and the Market- CONSOB with a certificate of approval attesting that the Base Prospectus, the First Supplement to the Base Prospectus, the Second Supplement to the Base Prospectus, the Third Supplement to the Base Prospectus and the Fourth Supplement to the Base Prospectus, have been drawn up in accordance with the Prospectus Directive.


5. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying


The Equity 90% Protection Cap is an exercisable Certificate which return is linked to the performance of the Underlying Index. The structure is 90% capital protected and features a Cap Level (140% * N). The formula for calculating the Cash Settlement Amount is described in § 50.


During the secondary market period, the price of the Certificate will depend upon market conditions and may be subject to significant fluctuations. Over the investment time period, the yield of the Certificate may well be inferior to the yield of a market-neutral-risk investment.



Adjustment rules with relation to events concerning the underlying:


As detailed in Annex 1 (Additional Terms and Conditions for Index Certificates) contained in the Base Prospectus.

Source of information relating to the Index Bloomberg and Reuters

Place where information relating to the Index can be obtained

Information on the Dow Xxxxx Stoxx® Health Care Index shall be available on the website: xxx.xxxxx.xxx

Post-Issuance information: The Issuer does not intend to provide any Post-Issuance information.


6. Operational Information


Relevant Clearing System(s): Monte Titoli.


7. Yield


Not Applicable.


8. Historic Interest Rates


Not Applicable.


9. Renouncement Notice

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Certificate)


BNP Paribas Arbitrage Issuance B.V.


300,000 "Equity 90% Protection Cap" EUR Certificates relating to the Dow Xxxxx Stoxx® Health Care Index

ISIN Code: NL0006090748


(the "Certificates")


To: BNP Paribas Securities Services, Xxxxx Xxxxxx


Xxx Xxxxxxxx, 0-00000, Xxxxxx, Xxxxx Fax No: (00) 00 00000 000


We/I the undersigned Holder(s) of the Certificates



hereby communicate that we are renouncing the automatic exercise on the Exercise Date of the rights granted by the Certificates in accordance with the Terms and Conditions of the Certificates, as amended and/or supplemented by the applicable Final Terms (the Certificate Terms).


Series No. of the Certificates:



Number of Certificates the subject of this notice:



The undersigned understands that if this Renouncement Notice is not completed and delivered as provided in the Certificate Terms or is determined to be incomplete or not in proper form (in the determination of the Italian Certificate Agent), it will be treated as null and void.


If this Renouncement Notice is subsequently corrected to the satisfaction of the Italian Certificate Agent, it will be deemed to be a new Renouncement Notice submitted at the time such correction was delivered to the Italian Certificate Agent.


Expressions defined in the Certificate Terms shall bear the same meanings in this Renouncement Notice. Place and date:



Signature of the Holder


Name of beneficial owner of the Certificates



Signature


Index Disclaimer

STOXX and Dow Xxxxx have no relationship to BNP PARIBAS, other than the licensing of Dow Xxxxx Stoxx® Health Care and the related trademarks for use in connection with the Certificates.


STOXX and Dow Xxxxx do not:

◼ Sponsor, endorse, sell or promote the Certificates.

◼ Recommend that any person invest in the Certificates or any other Certificates.

◼ Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Certificates.

◼ Have any responsibility or liability for the administration, management or marketing of the Certificates.

◼ Consider the needs of the Certificates or the owners of the Certificates in determining, composing or calculating the Dow Xxxxx Stoxx® Health Care or have any obligation to do so.



STOXX and Dow Xxxxx will not have any liability in connection with the Certificates. Specifically,

• STOXX and Dow Xxxxx do not make any warranty, express or implied and disclaim any and all warranty about:

• The results to be obtained by the Certificates, the owner of the Certificates or any other person in connection with the use of the Dow Xxxxx Stoxx® Health Care and the data included in the Dow Xxxxx Stoxx® Health Care;

• The accuracy or completeness of the Dow Xxxxx Stoxx® Health Care and its data;

• The merchantability and the fitness for a particular purpose or use of the Dow Xxxxx Stoxx® Health Care and its data;

• STOXX and Dow Xxxxx will have no liability for any errors, omissions or interruptions in the Dow Xxxxx Stoxx® Health Care or its data;

• Under no circumstances will STOXX or Xxx Xxxxx be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Xxx Xxxxx knows that they might occur.


The licensing agreement between BNP PARIBAS and STOXX is solely for their benefit and not for the benefit of the owners of the Certificates or any other third parties.

ANNEX A


Final Terms dated 2 May 2008

TERMS AND CONDITIONS OF THE CERTIFICATES


The following is the text of the Terms and Conditions of the Certificates which will include the additional terms and conditions contained in Annex 1 in the case of Index Certificates, the additional terms and conditions contained in Annex 2 in the case of Share Certificates, the additional terms and conditions contained in Annex 3 in the case of GDR/ADR Certificates, the additional terms and conditions contained in Annex 4 in the case of Debt Certificates, the additional terms and conditions contained in Annex 5 in the case of Commodity Certificates, the additional terms and conditions contained in Annex 6 in the case of Inflation Index Certificates, the additional terms and conditions contained in Annex 7 in the case of Currency Certificates, the additional terms and conditions contained in Annex 8 in the case of Fund Certificates, the additional terms and conditions contained in Annex 9 in the case of Market Access Certificates, the additional terms and conditions contained in Annex 10 in the case of Credit Certificates or any other Annex (each, an "Annex" and, together the "Annexes") which may be added from time to time in the case of any other certificate linked to any other underlying reference (the "Terms and Conditions") which, in the case of English Law Certificates (as defined in Condition 4 below), will be incorporated by reference into each Global Certificate or Private Placement Definitive Certificate (each as defined below) or in the case of Italian Dematerialised Certificates (as defined below) will apply to such Certificates. The applicable Final Terms in relation to any issue of Certificates may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions, replace or modify the Terms and Conditions for the purpose of such Certificates. In the case of English Law Certificates (other than VPC Certificates or Italian Dematerialised Certificates), the applicable Final Terms (or the relevant provisions thereof) will be attached to each Global Certificate of Private Placement Definitive Certificate. In the case of VPC Certificates and Italian Dematerialised Certificates, the applicable Final Terms in respect of such Certificates will be available at the specified office of the relevant Issuer and at the office of the VPC Certificate Agent or Italian Certificate Agent, as applicable, in each case specified in the applicable Final Terms.

The series of Certificates described in the applicable Final Terms (in so far as it relates to such series of Certificates) (such Certificates being hereinafter referred to as the "Certificates") are issued by whichever of BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.") or BNP Paribas ("BNPP") is specified as the Issuer in the applicable Final Terms (as defined below) (the "Issuer") and references to the Issuer shall be construed accordingly. Rule 144A Certificates and Private Placement Definitive Certificates (each, as defined below) may be issued by BNPP only. The Certificates are issued pursuant to an Agency Agreement dated 30 May 2008 (as amended and/or supplemented from time to time, the "Agency Agreement") between BNPP B.V. as issuer, BNPP as issuer and, where the Issuer is BNPP B.V., as guarantor (in such capacity, the "Guarantor"), BNP Paribas Securities Services S.A., acting through BNP Paribas Securities Services Amsterdam Branch as agent (if specified in the applicable Final Terms as Agent in respect of the Certificates, the "Amsterdam Certificate Agent"), BNP Paribas Securities Services, Branch in Spain as agent (if specified in the applicable Final Terms as Agent in respect of the Certificates, the "Madrid Certificate Agent"). BNP Paribas Securities Services, Luxembourg Branch as agent (if specified in the applicable Final Terms as Agent in respect of the Certificates, the "Principal Certificate Agent", BNP Paribas Arbitrage SNC as agent (if specified in the applicable Final Terms as Agent in respect of the Certificates, the "Principal Certificate Agent"), The Bank of New York as New York certificate agent (the New York Certificate Agent"), The Bank of New York as definitive certificate agent (the "Definitive Certificate Agent, BNP Paribas Securities Services, Xxxxx Xxxxxx as Italian Certificate Agent (the "Italian Certificate Agent") (each, a "Certificate Agent" and collectively, the "Certificate Agents") BNP Paribas Securities Services S.A. Frankfurt Branch, BNP Paribas Securities Services, Paris, succursale de Zurich and BNP PARIBAS Securities (Japan) Limited as registrar as supplemented in the case of VPC Certificates (as defined below) by an issuing and paying agency agreement dated 11 July 2007 (as amended and/or supplemented from time to time, the "VPC Agency Agreement") between BNPP B.V. and Svenska Handelsbanken AB (publ) as VPC certificate agent (the "VPC Certificate Agent"). The expression "Certificate Agent" shall include in respect of VPC Certificates the VPC Certificate Agent shall include any additional or successor certificate agent in respect of the Certificates. BNP Paribas

or BNP Paribas Arbitrage SNC (as specified in the applicable Final Terms) shall undertake the duties of calculation agent (the "Calculation Agent") in respect of the Certificates as set out below and in the applicable Final Terms unless another entity is so specified as calculation agent in the applicable Final Terms. The expression Calculation Agent shall, in relation to the relevant Certificates, include such other specified calculation agent. The Agency Agreement will be governed by English Law in the case of English Law Certificates (the "English Law Agency Agreement") and by French Law in the case of French Law Certificates (as defined in Condition 4 below) (the "French Law Agency Agreement"). The VPC Agency Agreement will be governed by Swedish Law.

English Law Certificates (as defined in Condition 4 below) other than VPC Certificates and Italian Dematerialised Certificates are constituted by an English Law clearing system global certificate (each, a "Global Certificate"), as specified in the applicable Final Terms. Except as provided herein, no Certificates in definitive form will be issued. English Law Certificates that are VPC Certificates will be issued in registered, uncertificated and dematerialised book- entry form in accordance with the Swedish Financial Instruments Accounts Xxx 0000 (Sw.: Lag (1998:1479) om kontoföring av finansiella instrument) (the "SFIA Act"). VPC Certificates will not be issued in definitive form. Copies of the VPC Agency Agreement and the English Law Guarantee will be available for inspection at the office of the VPC Certificate Agent specified in the applicable Final Terms.


English Law Certificates that are Italian Dematerialised Certificates (as defined below) will be issued in registered, uncertificated and dematerialised book-entry form into Monte Titoli S.p.A. ("Monte Titoli") pursuant to Italian legislative decree no. 213/1998 as amended and implemented by subsequent implementing provisions. Italian Dematerialised Certificates will not be issued in definitive form.


In the event that the applicable Final Terms specify that Certificates are eligible for sale in the United States (such eligibility to be pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act")), (A) the Certificates sold in the United States to qualified institutional buyers ("QIBs") within the meaning of Rule 144A ("Rule 144A") under the Securities Act ("Rule 144A Certificates") will be represented by one or more Rule 144A global certificates (each, a "Rule 144A Global Certificate"), (B) the Certificates sold in the United States to certain accredited investors ("AIs") (as defined in Rule 501(a) under the Securities Act) will be constituted by private placement definitive certificates (the "Private Placement Definitive Certificates"), and (C) in either such case, the Certificates sold outside the United States to non-U.S. persons under the exemption contained in Regulation S ("Regulation S") under the Securities Act will be represented by one or more Regulation S global certificates (each, a "Regulation S Global Certificate"). References herein to a Global Certificate include, as the context so requires, a Rule 144A Global Certificate and a Regulation S Global Certificate. In the event that the Final Terms does not specify that Certificates are eligible for sale in the United States or to U.S. persons, the Certificates offered and sold outside the United States to non-U.S. persons under the exemption contained in Regulation S will be represented by a Global Certificate.

In the event that the Certificates are constituted by a Global Certificate, the Global Certificate will be issued and deposited with (i) a common depositary (the "Common Depositary") on behalf of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") and/or any other relevant Clearing System (as defined below), (ii) in the case of English Law Certificates held through Euroclear France, Euroclear France or (iii), in the case of Certificates to be issued and cleared through Monte Titoli, other than Italian Dematerialised Certificates, Monte Titoli. In the case of Certificates to be issued and cleared through Iberclear, the term Common Depositary and/or Custodian shall be deemed to refer to the foreign custodian (Entidad Custodia) or Iberclear Participant (Entidad Miembro de Iberclear), as the case may be, appointed in accordance with the rules and regulations of Iberclear.

Certificates represented by a Rule 144A Global Certificate will be either (i) deposited with a custodian (a "Custodian") for, and registered in the name of a nominee of, The Depository Trust Company ("DTC"), or (ii) issued and deposited with the Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing

System. Certificates represented by a Regulation S Global Certificate will be issued and deposited with the Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System.


Interests in a Rule 144A Global Certificate and a Regulation S Global Certificate may be exchanged for interests in the other Global Certificate only as described herein. Interests in a Global Certificate may be exchanged for Private Placement Definitive Certificates and Private Placement Definitive Certificates may be exchanged for an interest in a Global Certificate only as described herein.


In the case of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, if DTC notifies BNPP that it is unwilling or unable to continue as a depositary for that Global Certificate, or if at any time DTC ceases to be a "clearing agency" registered under the Exchange Act, as amended, and a successor depositary is not appointed by BNPP within 90 days of such notice, BNPP will deliver Certificates in definitive registered form (bearing such legends as may be required by BNPP) in exchange for that Rule 144A Global Certificate. Except in these circumstances, owners of beneficial interests in a Rule 144A Global Certificate held by a Custodian on behalf of DTC will not be entitled to have any portion of such Certificates registered in their name and will not receive or be entitled to receive physical delivery of registered Certificates in definitive form in exchange for their interests in that Rule 144A Global Certificate. Transfer, exercise, settlement and other mechanics related to any Certificates issued in definitive form in exchange for Certificates represented by such Rule 144A Global Certificate shall be as agreed between BNPP and the New York Certificate Agent.

French Law Certificates (as defined in Condition 4 below) are issued in dematerialised form (au porteur). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code Monétaire et Financier) will be issued in respect of French Law Certificates.


The applicable Final Terms supplements these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, supplement, replace or modify these Terms and Conditions for the purposes of the Certificates. Except in the case of French Law Certificates, VPC Certificates and Italian Dematerialised Certificates, the applicable Final Terms for the Certificates is attached to each Global Certificate and each Private Placement Definitive Certificate.

References herein to the "applicable Final Terms" are to the Final Terms or two or more sets of Final Terms (in the case of any further certificates issued pursuant to Condition 13 and forming a single series with the Certificates) (which, for the avoidance of doubt, may be issued in respect of more than one series of Certificates) insofar as they relate to the Certificates.

Subject as provided in Condition 3 and in the relevant Guarantee (as defined below), where the Issuer is BNPP B.V., the obligations of BNPP B.V. with respect to physical delivery (if applicable) and/or the payment of amounts payable by BNPP B.V. are guaranteed by BNPP pursuant to the Guarantee (as defined in Condition 4). The original of each Guarantee is held by BNP Paribas Securities Services, Luxembourg Branch on behalf of the Holders at its specified office.

Copies of the Agency Agreement and the Guarantees and copies of the applicable Final Terms may be obtained from the specified office of the relevant Certificate Agent, save that if the Certificates are unlisted, the applicable Final Terms will only be obtainable by a Holder and such Holder must produce evidence satisfactory to the relevant Certificate Agent as to identity.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated.

The Holders (as defined in Condition 1(B)) are entitled to the benefit of and are deemed to have notice of and are bound by all the provisions of the Agency Agreement (insofar as they relate to the Certificates) and the applicable Final Terms, which are binding on them.


1. Type, Title and Transfer


(A) Type


The Certificates relate to a specified Index or basket of Indices ("Index Certificates"), a specified Share or basket of Shares ("Share Certificates"), a specified depositary receipt (a "GDR/ADR") referencing a share (an "Underlying Share") or basket of such GDRs/ADRs ("GDR/ADR Certificates") a specified debt instrument ("Debt Security") or basket of Debt Securities ("Debt Certificates"), a specified currency ("Currency") or basket of Currencies ("Currency Certificates"), a specified commodity ("Commodity") or basket of Commodities ("Commodity Certificates"), a specified inflation Index or basket of inflation indices ("Inflation Index Certificates"), a specified fund share or unit or basket of fund shares or units ("Fund Certificates"), the credit of a specified reference entity or reference entities ("Credit Certificates") or any other or further type of Certificates as is specified in the applicable Final Terms including Certificates which relate to other assets or bases of reference ("Underlying References") or any combination of such indices, shares, debt securities, currencies, fund shares or units, commodities and other asset classes or types ("Hybrid Certificates"). Certificates related to a specified currency or basket of currencies, a specified commodity or basket of commodities a specified interest rate or basket of interest rates or a specified inflation index or basket of inflation indices, a specified fund share or unit or basket of fund shares or units, the credit of a specified reference entity or reference entities, or Hybrid Certificates related to any of these asset classes, may not at any time be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are U.S. persons as defined in Regulation S under the Securities Act or that are not non-United States Persons as defined in Rule 4.7 under the United States Commodity Exchange Act, as amended.

The applicable Final Terms will indicate whether settlement shall be by way of cash payment ("Cash Settled Certificates") or physical delivery ("Physical Delivery Certificates"), whether Cash Settled Certificates are redeemable in instalments and whether Averaging ("Averaging") will apply to the Certificates. If Averaging is specified as applying in the applicable Final Terms, the applicable Final Terms will state the relevant Averaging Dates and, if an Averaging Date is a Disrupted Day, whether Omission, Postponement or Modified Postponement (each as defined in Condition 4 below) applies. If so specified in the applicable Final Terms, interest shall be payable in respect of the Certificates. If the Certificates are VPC Certificates, they will be Cash Settled Certificates. If the Certificates are Italian Dematerialised Certificates, they will be Cash Settled Certificates and Automatic Exercise will apply.

References in these Terms and Conditions, unless the context otherwise requires, to Cash Settled Certificates shall be deemed to include references to (a) Physical Delivery Certificates which include an option (as set out in the applicable Final Terms) at the Issuer's election to request cash settlement of such Certificate pursuant to Condition 7(C)(i) and where settlement is to be by way of cash payment, and (b) Physical Delivery Certificates where settlement is to be automatically varied to be by way of cash payment pursuant to Condition 7(C)(ii). References in these Terms and Conditions, unless the context otherwise requires, to Physical Delivery Certificates shall be deemed to include references to Cash Settled Certificates which include an option (as set out in the applicable Final Terms) at the Issuer's election to request physical delivery of the relevant underlying asset in

settlement of such Certificate pursuant to Condition 7(C)(i) and where settlement is to be by way of physical delivery. Unless otherwise specified in the applicable Final Terms, BNPP does not have the option to vary settlement in respect of the U.S. Certificates pursuant to Condition 7(C)(i).


Certificates may, if specified in the applicable Final Terms, allow Holders to elect for settlement by way of cash payment or by way of physical delivery or by such other method of settlement as is specified in the applicable Final Terms. Those Certificates where the Holder has elected for cash payment will be Cash Settled Certificates and those Certificates where the Holder has elected for physical delivery will be Physical Delivery Certificates. The rights of a Holder as described in this paragraph may be subject to the Issuer's right to vary settlement as indicated in the applicable Final Terms and will be subject to the Issuer's right to substitute assets or pay the Alternate Cash Amount (as defined below) in lieu of physical delivery in accordance with these Conditions.

(B) Title to Certificates


In the case of Certificates represented by a Global Certificate held by a Common Depository on behalf of a relevant Clearing System or held by a relevant Clearing System or by Euroclear France and French Law Certificates, each person who is for the time being shown in the records of the relevant Clearing System (in the case of English Law Certificates) or whose name appears in the account of the relevant Account Holder (in the case of French Law Certificates or English Law Certificates held through Euroclear France, together the "Euroclear France Certificates") as the holder of a particular amount of Certificates (in which regard any certificate or other document issued by the relevant Clearing System or, as the case may be, Account Holder as to the amount of Certificates standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law) be treated by the Issuer, the Guarantor, if any, and the relevant Certificate Agent as the Holder of such amount of Certificates for all purposes (and the expressions "Holder" and "Holder of Certificates" and related expressions shall be construed accordingly).

In the case of VPC Certificates, the person for the time being shown in the VPC Register as the holder of a particular amount of Certificates shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Certificate Agents, VPC and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Certificates" and related expressions shall be construed accordingly). The Issuer shall cause such Certificates to be accepted by VPC for clearing and registration in the VPC System in accordance with the SFIA Act and VPC Rules. The Issuer shall have the right to obtain extracts from the debt register of VPC.

In the case of Italian Dematerialised Certificates, the person who is for the time being shown in the records of Monte Titoli as the holder of a particular amount of Certificates (in which regard any certificate or other document issued by Monte Titoli as to the amount of Certificates standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Certificate Agents and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Certificates" and related expressions shall be construed accordingly). The Issuer shall cause Italian Dematerialised Certificates to be dematerialised and centralised with Monte Titoli, pursuant to Italian legislative decree no. 213/1998 as amended and integrated and subsequent implementing provisions.

Title to French Law Certificates will be evidenced in accordance with Article L.211-4 of the French Code monétaire et financier by book-entries (inscription en compte). No document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code Monétaire et Financier) will be issued in respect of such Certificates. Certificates will, upon issue, be inscribed in the books of Euroclear France which will credit the accounts of the relevant Account Holders.


For the purpose of these Conditions, "Account Holder" means any authorised financial intermediary institution entitled to hold accounts, directly or indirectly, on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System.


In the case of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, the Rule 144A Global Certificate will be registered in the name of Cede & Co., as nominee of DTC, but this does not confer any rights or benefits on Cede & Co. or any other nominee of DTC in whose name a Rule 144A Global Certificate may be registered. Transfers of such Rule 144A Global Certificate by such nominee of DTC shall be limited to transfers of such Global Certificate, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's nominee. Rights conferred by the Rule 144A Global Certificate are only enforceable by the Holders (as defined below) as provided therein. Subject as set forth in Condition 1(C) below, each person who is for the time being shown in the records of DTC as the Holder of a particular amount of Certificates shall (except as otherwise required by law) be treated by the Issuer and the New York Certificate Agent as the Holder of such amount of Certificates for all purposes (and the expressions "Holder" and "Holder of Certificates" and related expressions shall be construed accordingly).

In the case of Private Placement Definitive Certificates, BNPP shall cause to be kept at the principal office of the Definitive Certificate Agent, a register (the "Private Placement Register") on which shall be entered the names and addresses of all holders of Private Placement Definitive Certificates, the amount and type of Private Placement Definitive Certificates held by them and details of all transfers of Private Placement Definitive Certificates. Subject as set forth in Condition 1(C) below, the persons shown in the Private Placement Register (each a "Holder") shall (except as otherwise required by law) be treated as the absolute owners of the relevant Private Placement Definitive Certificates for all purposes (regardless of any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating such person.

(C) Transfers of Interests in Global Certificates


Transfers of Certificates may not be effected after the redemption of such Certificates pursuant to Condition 6.


Subject as set forth in this Condition, all transactions (including permitted transfers of Certificates) in the open market or otherwise must be effected, in the case of Certificates represented by a Global Certificate held by a Common Depository on behalf of Clearstream, Luxembourg or Euroclear and/or any other relevant Clearing System or Euroclear France through an account at Clearstream, Luxembourg, Euroclear, as the case may be, in the case of Euroclear France Certificates through Account Holder(s), or, in the case of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC through a direct or indirect participant of DTC, subject to and in accordance with the rules and procedures for the time being of the relevant Clearing System(s). Transfers in respect of Certificates represented by a French Law Global Certificate must be effected through Account Holders(s). Title will pass upon registration of the transfer in the books of the relevant Clearing System.

Any reference herein to Clearstream, Luxembourg and/or Euroclear and/or DTC and/or Monte Titoli and/or any other relevant Clearing System shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Principal Certificate Agent from time to time and notified to the Holders in accordance with Condition 11.


Subject as set forth in this Condition, Private Placement Definitive Certificates may be transferred by the then current Holder surrendering its Private Placement Definitive Certificate for registration of transfer at the specified office of the Definitive Certificate Agent, duly endorsed by, or accompanied by a written instrument of transfer (in the form satisfactory to BNPP and the Definitive Certificate Agent), duly executed by the Holder or its duly authorised agent. Private Placement Definitive Certificates may only be issued and transferred in minimum nominal amounts of U.S.$250,000.


(a) Transfers of Certificates to a person who takes delivery in the form of Certificates represented by a Global Certificate may be made only in accordance with the following provisions:


(i) (A) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Regulation S Global Certificate, from a Holder of Certificates represented by a Regulation S Global Certificate, to a non-U.S. person in an offshore transaction pursuant to Regulation S;

(B) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Rule 144A Global Certificate, from a Holder of Certificates represented by a Regulation S Global Certificate, within the Distribution Compliance Period (as defined below) only, upon certification (in the form from time to time available from any Certificate Agent) to the New York Certificate Agent by the transferor thereof that such transfer is being made to a person who is a QIB acquiring such Certificates in a transaction meeting the requirements of Rule 144A and, after the expiration of the Distribution Compliance Period, in a transaction meeting the requirements of Rule 144A but without such certification;

(C) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Regulation S Global Certificate, from a Holder of Private Placement Definitive Certificates upon certification (in the form from time to time available from any Certificate Agent) to the Principal Certificate Agent by the transferor thereof that such transfer is being made to a non-U.S. person in an offshore transaction pursuant to Regulation S;

(D) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Rule 144A Global Certificate, from a Holder of Private Placement Definitive Certificates upon certification (in the form from time to time available from any Certificate Agent) to the New York Certificate Agent by the transferor thereof that such transfer is being made to a person who is a QIB acquiring such Certificates in a transaction meeting the requirements of Rule 144A;

(E) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Rule 144A Global Certificate, from a Holder of Certificates represented by a Rule 144A Global Certificate, in a transaction meeting the requirements of Rule 144A;

(F) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Regulation S Global Certificate, from a Holder of Certificates represented by a Rule 144A Global Certificate upon certification (in the form from time to time available from any Certificate Agent) to the Principal Certificate Agent by the transferor thereof that such transfer is being made to a non-U.S. person in an offshore transaction pursuant to Regulation S; and

(G) in each case, in accordance with any applicable rules and regulations of the Principal Certificate Agent, the New York Certificate Agent, the Definitive Certificate Agent, the relevant Clearing System and/or as specified in the applicable Final Terms.


(ii) The Holder must send:


(A) in the case of transfers of Private Placement Definitive Certificates, a free of payment instruction to the Definitive Certificate Agent, not later than

5.00 p.m., New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect;


(B) in the case of transfers of Certificates represented by a Regulation S Global Certificate or a Rule 144A Global Certificate held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, a free of payment instruction to Clearstream, Luxembourg or Euroclear, as the case may be, not later than

10.00 a.m. local time in the city of the relevant Clearing System, one Business Day in the city of the relevant Clearing System prior to the date on which the transfer is to take effect; and


(C) in the case of transfers of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, a free of payment instruction to DTC, not later than 5.00 p.m. New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect.

Separate payment arrangements are required to be made between the transferor and the transferee.


(iii) On the transfer date:


(A) (x) in the case of transfers of Certificates represented by a Global Certificate, the relevant Clearing System will debit the account of its participant and, (y) in the case of transfers of Private Placement Definitive Certificates, the Holder must deliver the Private Placement Definitive Certificates the subject of the transfer to the Definitive Certificate Agent

and instruct the Definitive Certificate Agent to cancel the transferred Private Placement Definitive Certificates; and


(B) the relevant Clearing System or the Holder, as the case may be, will instruct (x) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Global Certificate held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, the Principal Certificate Agent to instruct the relevant Clearing System to credit the relevant account of the relevant Clearing System participant, and (y) in the case of transfers to a person who takes delivery in the form of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, (1) the New York Certificate Agent (in the case of transfers of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC) to credit the relevant account of the DTC participant, (2) the Definitive Certificate Agent (in the case of transfers of Private Placement Definitive Certificates) to credit the relevant account of the DTC participant, or (3) the Principal Certificate Agent (in the case of transfers of Certificates represented by a Global Certificate held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System) to instruct DTC to credit the relevant account of Clearstream, Luxembourg or Euroclear at DTC and/or any other relevant Clearing System and thereafter DTC will debit such account of Clearstream, Luxembourg or Euroclear and/or an other relevant Clearing System, as the case may be, and will credit the relevant account of the DTC participant.

(iv) Upon any such transfer, on the transfer date:


(A) the Principal Certificate Agent, in the case of transfers to and/or from a person who takes delivery in the form of Certificates represented by a Global Certificate held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, will increase or decrease, if appropriate, the number of Certificates represented by such Global Certificate, whereupon the number of Certificates represented by such Global Certificate shall be increased or decreased, if appropriate, for all purposes by the number so transferred and endorsed; or

(B) the New York Certificate Agent, in the case of transfers to and/or from a person who takes delivery in the form of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, will increase or decrease, if appropriate, the number of Certificates represented by such Rule 144A Global Certificate, whereupon the number of Certificates represented by such Rule 144A Global Certificate shall be increased or decreased, if appropriate, for all purposes by the number so transferred and endorsed.

(b) Transfers of Certificates to a person who takes delivery in the form of Private Placement Definitive Certificates may be made only in accordance with the following provisions:

(i) (A) in the case of transfers from a Holder of Private Placement Definitive Certificates, upon (x) delivery of a duly executed investor representation letter from the relevant transferee in accordance with paragraph (c) below and (y) certification (in the form from time to time available from any Certificate Agent) to the Definitive Certificate Agent by the transferor thereof that such transfer is being made to a person whom the transferor reasonably believes is an AI acquiring such Certificates in a transaction exempt from the registration requirements of the Securities Act;


(B) in the case of transfers from a Holder of Certificates represented by a Rule 144A Global Certificate, upon (x) delivery of a duly executed investor representation letter from the relevant transferee in accordance with paragraph (c) below and (y) certification (in the form from time to time available from any Certificate Agent) to the Definitive Certificate Agent by the transferor thereof that such transfer is being made to a person whom the transferor reasonably believes is an AI who is acquiring such Certificates in a transaction exempt from the registration requirements of the Securities Act;

(C) in the case of transfers from a Holder of Certificates represented by a Regulation S Global Certificate, upon (x) delivery of a duly executed investor representation letter from the relevant transferee in accordance with paragraph (c) below and (y) within the Distribution Compliance Period only, certification (in the form from time to time available from any Certificate Agent) to the Definitive Certificate Agent by the transferor thereof that such transfer is being made to a person whom the transferor reasonably believes is an AI acquiring such Certificates in a transaction exempt from the registration requirements of the Securities Act; and

(D) in each case, in accordance with any applicable securities laws of any state of the United States and any applicable rules and regulations of the New York Certificate Agent, the Definitive Certificate Agent, the relevant Clearing System and/or as specified in the applicable Final Terms.

(ii) The Holder must send:


(A) in the case of transfers of Private Placement Definitive Certificates, a free of payment instruction to the Definitive Certificate Agent not later than

5.00 p.m. New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect;

(B) in the case of transfers of Certificates represented by a Regulation S Global Certificates or a Rule 144A Global Certificate held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, a free of payment instruction to Clearstream, Luxembourg or Euroclear and/or any other relevant Clearing System, as the case may be, not later than 10.00 a.m. local time in the city of the relevant Clearing System, one Business Day in the city of the relevant Clearing System prior to the date on which the transfer is to take effect; and

(C) in the case of transfers of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, a free of payment instruction to DTC, not later than 5.00 p.m. New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect.


Separate payment arrangements are required to be made between the transferor and the transferee.


(iii) On the transfer date:


(A) in the case of transfers of Certificates represented by a Global Certificate, the relevant Clearing System will debit the account of its participant and, in the case of transfers of Private Placement Definitive Certificates, the Holder must deliver the Private Placement Definitive Certificates the subject of the transfer to the Definitive Certificate Agent and instruct the Definitive Certificate Agent to cancel the transferred Private Placement Definitive Certificates; and

(B) the relevant Clearing System or the Holder, as the case may be, will instruct the Definitive Certificate Agent to deliver or procure the delivery of new Private Placement Definitive Certificates, of a like number to the number of Certificates transferred, to the transferee at its specified office or send such new Private Placement Definitive Certificates, by uninsured mail, at the risk of the transferee, to such address as the transferee may request.

(iv) Upon any such transfer, on the transfer date:


(A) the Principal Certificate Agent will, in the case of transfers of Certificates represented by a Global Certificate held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, decrease the number of Certificates represented by such Global Certificate, if appropriate, whereupon the number of Certificates represented by such Global Certificate shall, if appropriate, be reduced for all purposes by the number so transferred or exchanged and endorsed; or

(B) the New York Certificate Agent will, in the case of transfers of Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, decrease the number of Certificates represented by such Rule 144A Global Certificate, if appropriate, whereupon the number of Certificates represented by such Rule 144A Global Certificate shall, if appropriate, be reduced for all purposes by the number so transferred and endorsed.

(c) In the case of transfers of Certificates to a person who takes delivery in the form of a Private Placement Definitive Certificate, the delivery of a duly executed investor representation letter in the form set out in the Agency Agreement (an "Investor Representation Letter") from the relevant transferee to the Definitive Certificate Agent is a condition precedent to the transfer of such Private Placement Definitive Certificate or any beneficial interests therein.

The Investor Representation Letter must be duly executed by such proposed transferee or such proposed transferee's attorney duly authorised in writing, at least three Business Days in New York prior to the date the transfer of such Private Placement Definitive Certificate is desired. Any attempted transfer in which the Investor Representation Letter and the proposed transfer was not effected in accordance with the foregoing procedures shall not be valid or binding on BNPP.


If (i) the Principal Certificate Agent (in relation to Global Certificates held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System) or (ii) the New York Certificate Agent (in relation to Rule 144A Global Certificates held by a Custodian on behalf of DTC) or (iii) the Definitive Certificate Agent (in relation to Private Placement Definitive Certificates) subsequently determines or is subsequently notified by BNPP that (i) a transfer or attempted or purported transfer of any interest in a Private Placement Definitive Certificate was consummated in compliance with the provisions of this paragraph on the basis of an incorrect form or certification from the transferee or purported transferee as set forth in the relevant Investor Representation Letter, or (ii) the Holder of any interest in any Certificate was in breach, at the time given, of any representation or agreement given by such Holder (including, but not limited to, in the case of Private Placement Definitive Certificates, any such representation or agreement set forth in the relevant Investor Representation Letter) or (iii) a transfer or attempted transfer of any interest in any Certificate was consummated that did not comply with the transfer restrictions set forth in this Condition 1(C), the purported transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a "Disqualified Transferee") and the last preceding Holder of such interest that was not a Disqualified Transferee shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such interest by such Xxxxxx.

(d) Transfer of VPC Certificates


Title to VPC Certificates will pass upon entry in the VPC Register (or, if applicable, notice to a nominee under the terms of the SFIA Act) in accordance with the SFIA Act.


(e) Transfer of Italian Dematerialised Certificates


Title to Italian Dematerialised Certificates will pass upon registration of the transfer in the records of Monte Titoli.


2. Status of the Certificates and Guarantee


The Certificates are unsubordinated and unsecured obligations of the relevant Issuer and rank pari passu

among themselves.


Where the Issuer is BNPP B.V., the Guarantee is an unsubordinated and unsecured obligation of BNPP and will rank pari passu with all its other present and future unsubordinated and unsecured obligations subject to such exceptions as may from time to time be mandatory under French law.


3. Guarantee


Where the Issuer is BNPP B.V., subject as provided below and in the relevant Guarantee, BNPP has unconditionally and irrevocably (a) guaranteed to each Holder all obligations of the Issuer in respect of such Holder's Certificates as and when such obligations become due and (b) agreed that if and each time that the

Issuer fails to satisfy any obligations under such Certificates as and when such obligations become due, BNPP will not later than five Paris Business Days (as defined in the relevant Guarantee) after a demand has been made on BNPP pursuant to clause 10 thereto (without requiring the relevant Holder first to take steps against the Issuer or any other person) make or cause to be made such payment or satisfy or cause to be satisfied such obligations as though BNPP were the principal obligor in respect of such obligations provided that (i) in the case of Physical Delivery Certificates, notwithstanding that the Issuer had the right to vary settlement in respect of such Physical Delivery Certificates in accordance with Condition 7(C) and exercised such right or failed to exercise such right, BNPP will have the right at its sole and unfettered discretion to elect not to deliver or procure delivery of the Entitlement to the Holders of such Physical Delivery Certificates, but in lieu thereof, to make payment in respect of each such Physical Delivery Certificate of an amount calculated by BNPP in its sole and absolute discretion equal to the Cash Settlement Amount that would have been payable upon redemption of such Certificates assuming they were Cash Settled Certificates calculated pursuant to the terms of the relevant Final Terms, or in the case of lack of liquidity of the underlying, the fair market value of such Certificate less the costs of unwinding any underlying related hedging arrangements (the "Guaranteed Cash Settlement Amount") and (ii) in the case of Certificates where the obligations of the Issuer which fail to be satisfied by BNPP constitute the delivery of the Entitlement to the Holders, the BNPP B.V. Guarantor will as soon as practicable following the failure by the Issuer to satisfy its obligations under such Certificates deliver or procure delivery of such Entitlement using the method of delivery specified in the applicable Final Terms provided that, if in the opinion of BNPP, delivery of the Entitlement using such method is not practicable by reason of (x) a Settlement Disruption Event (as defined in Condition 7(B)(5)) or (y) if "Failure to Deliver due to Illiquidity" is specified as applying in the applicable Final Terms, a Failure to Deliver due to Illiquidity (as defined in Condition 16(A), in lieu of such delivery BNPP will make payment in respect of each such Certificate of, in the case of (x) above, the Guaranteed Cash Settlement Amount or in the case of (y) above, the Failure to Deliver Settlement Price (as defined in Condition 16(C)). Any payment of the Guaranteed Cash Settlement Amount or the Failure to Deliver Settlement Price, as the case may be, in respect of a Certificate shall constitute a complete discharge of BNPP's obligations in respect of such Certificate. Payment of the Guaranteed Cash Settlement Amount as the Failure to Deliver Settlement Price, as the case may be, will be made in such manner as shall be notified to the Holders in accordance with Condition 11.

4. Definitions


For the purposes of these Terms and Conditions, the following general definitions will apply:


"Affiliate" means in relation to any entity (the "First Entity"), any entity controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity directly or indirectly under common control with the First Entity. For these purposes "control" means ownership of a majority of the voting power of an entity;

"Averaging Date" means:


(A) in the case of Index Certificates, Share Certificates, Debt Certificates or Currency Certificates, each date specified as an Averaging Date in the applicable Final Terms or, if any such date is not a Scheduled Trading Day, the immediately following Scheduled Trading Day unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. If any such day is a Disrupted Day, then:


(a) if "Omission" is specified as applying in the applicable Final Terms, then such date will be deemed not to be an Averaging Date for the purposes of determining the relevant Settlement Price provided that, if through the operation of this provision no Averaging Date would occur, then the provisions of the definition of "Valuation Date" will apply for purposes of

determining the relevant level, price or amount on the final Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day; or


(b) if "Postponement" is specified as applying in the applicable Final Terms, then the provisions of the definition of "Valuation Date" will apply for the purposes of determining the relevant level, price or amount on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date; or


(c) if "Modified Postponement" is specified as applying in the applicable Final Terms then:


(i) where the Certificates are Index Certificates relating to a single Index or Share Certificates relating to a single Share, the Averaging Date shall be the first succeeding Valid Date (as defined below). If the first succeeding Valid Date has not occurred for a number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the original date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date, then (A) that last such consecutive Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that last such consecutive Scheduled Trading Day is already an Averaging Date), and

(B) the Calculation Agent shall determine the relevant level or price for that Averaging Date in accordance with sub-paragraph (A)(a)(y) of the definition of "Valuation Date" below;

(ii) where the Certificates are Index Certificates relating to a basket of Indices or Share Certificates relating to a basket of Shares, the Averaging Date for each Index or Share not affected by the occurrence of a Disrupted Day shall be the originally designated Averaging Date (the "Scheduled Averaging Date") and the Averaging Date for each Index or Share affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date (as defined below) in relation to such Index or Share. If the first succeeding Valid Date in relation to such Index or Share has not occurred for a number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the original date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date, then (A) that last such consecutive Scheduled Trading Day shall be deemed the Averaging Date (irrespective of whether that last such consecutive Scheduled Trading Day is already an Averaging Date) in respect of such Index or Share, and (B) the Calculation Agent shall determine the relevant level, price or amount for that Averaging Date in accordance with sub- paragraph (A)(b)(y) of the definition of "Valuation Date" below; and

(iii) where the Certificates are Debt Certificates or Currency Certificates provisions for determining the Averaging Date in the event of Modified Postponement applying will be set out in the applicable Final Terms; or


(B) in the case of Commodity Certificates, each date specified as such in the applicable Final Terms;


"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant Business Day Centre(s) and for the purposes of making payments in euro, any day on which the Trans-

European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open (a "Target Settlement Day") and (i) where the Certificates are represented by a Global Certificate or are Italian Dematerialised Certificates, a day on which the relevant Clearing System is open for business (ii) where the Certificates are Private Placement Definitive Certificates, a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York and (iii) where the Certificates are VPC Certificates, a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in Stockholm;


"Cash Settlement Amount" means, in relation to Cash Settled Certificates, the amount to which the Holder is entitled in the Settlement Currency in relation to each such Certificate, as determined by the Calculation Agent pursuant to the provisions set out in the applicable Final Terms;


"Chinese QFII" means an entity outside the People's Republic of China which meets the requirements of the Measures and is approved by the China Securities Regulatory Commission to invest in Chinese securities markets and has obtained the quota from the State Administration of Foreign Exchange ("Qualified Foreign Institutional Investors") where "Measures" means the provisional measures regarding the regulation of Qualified Foreign Institutional Investors investing in domestic securities;


"Clearing System" means Clearstream, Luxembourg and/or Euroclear and/or Euroclear France and/or DTC and/or Iberclear and/or Monte Titoli and/or Interbolsa and/or any additional or alternative clearing system approved by the Issuer and the relevant Certificate Agent(s) from time to time and specified in the applicable Final Terms;


"Cut-off Date" means the date specified as such in the applicable Final Terms or if not so set out (a) in respect of Physical Delivery Certificates that are not Credit Certificates, the fifth Business Day immediately preceding the Redemption Date or (b) in respect of Credit Certificates, the first Business Day following receipt of the relevant Notice of Physical Settlement;


"Distribution Compliance Period" means the period expiring 40 days after completion of the distribution of the relevant Certificates unless a longer period is specified in the applicable Final Terms. In such event, the Final Terms will specify the additional restrictions on transfer and redemption applicable to the Certificates;


"English Law Certificates" means the Certificates specified in the applicable Final Terms as being governed by English law;


"English Law Guarantee" means a deed of guarantee dated on or before the Issue Date, executed by BNPP in respect of English Law Certificates issued by BNPP B.V.;


"Entitlement" means, in relation to a Physical Delivery Certificate (other than a Credit Certificate), the quantity of the Relevant Asset or the Relevant Assets, as the case may be, which a Holder is entitled to receive on the Redemption Date in respect of each such Certificate following payment of any sums payable (including Expenses as defined in Condition 12) rounded down as provided in Condition 7(B)(4), as determined by the Calculation Agent including any documents evidencing such Entitlement;

"French Law Certificates" means the Certificates specified in the applicable Final Terms as being governed by French law;


"French Law Guarantee" means the garantie dated on or about the Issue Date, executed by BNPP in respect of French Law Certificates issued by BNPP B.V.;


"Guarantee" means the English Law Guarantee or the French Law Guarantee, as the case may be;

"Iberclear" means "Sociedad xx Xxxxxxx xx xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxxxxxxxx x Xxxxxxxxxxx xx Xxxxxxx, X.X. Unipersonal" whose commercial name is Xxxxxxxxx;


"Indian FII" means an entity incorporated outside India and registered with the Securities Exchange Board of India under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 as a foreign institutional investor ("FII");


"Interbolsa" means "Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S. A.";


"Italian Dematerialised Certificates" means Exercisable Certificates issued in registered, uncertificated and dematerialised book-entry form into Monte Titoli pursuant to Italian legislative decree no. 213/1998 as amended and integrated by subsequent implementing provisions;


"Italian Listed Certificates" means Exercisable Certificates which are listed and admitted to trading on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A.;


"Korean Investor ID Holder" means an entity incorporated outside the Republic of Korea that is holding an investment identity card issued by the Financial Supervisory Service of the Republic of Korea;


"Local Time" means local time in the city of the relevant Clearing System;


"Observation Date" means each date specified as an Observation Date in the applicable Final Terms, or if any such date is not a Scheduled Trading Day, the immediately following Scheduled Trading Day unless, in the opinion of the Calculation Agent, any such day is a Disrupted Day. If any such day is a Disrupted Day, then the provisions contained in the definition of "Averaging Date" shall apply mutatis mutandis as if references in such provisions to "Averaging Date" were to "Observation Date";

"Observation Period" means the period specified as the Observation Period in the applicable Final Terms;


"Qualified Investor" means, where the Relevant Jurisdiction is Korea, Taiwan, India, People's Republic of China, or Socialist Republic of Vietnam, a Korean Investor ID Holder, a Taiwan FINI, an Indian FII, a Chinese QFII and a Vietnamese QI, respectively;


"Reference Banks" means the five major banks selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the Benchmark (which, if EURIBOR is the relevant Benchmark, shall be the euro-zone).


"Relevant Jurisdiction" means the country in which (as the case may be) the Shares, the Shares relating to the depositary receipts or the Debt Securities are issued (or in which the Share Company or Basket Company, as the case may be, is incorporated) or the Index is based, as specified in the applicable Final Terms;


"Scheduled Closing Time" means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours, subject, in respect of Index Certificates to sub-paragraphs (B) and (C) of the definition of Valuation Time, and subject, in respect of Share Certificates, to sub-paragraph (C) of the definition of Valuation Time;


"Scheduled Strike Date" means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date;

"Scheduled Valuation Date" means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date;


"Specified Maximum Days of Disruption" means (other than with respect to Commodity Certificates) eight

(8) Scheduled Trading Days or such other number of Scheduled Trading Days specified in the applicable Final Terms;


"Strike Date" means, in the case of Index Certificates or Share Certificates, the Strike Date specified in the applicable Final Terms, or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day unless, in the opinion of the Calculation Agent such day is a Disrupted Day. If any such day is a Disrupted Day, then:

(A) where the Certificates are Index Certificates relating to a single Index or Share Certificates relating to a single Share, the Strike Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Strike Date is a Disrupted Day. In that case, (i) the last such consecutive Scheduled Trading Day shall be deemed to be the Strike Date, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine the relevant level or price in the manner set out in the applicable Final Terms or, if not set out or practicable, determine the relevant level or price:


(x) in the case of Index Certificates, by determining the level of the Index as of the Valuation Time on the last such consecutive Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the last such consecutive Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the last such Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the last such consecutive Scheduled Trading Day); or

(y) in the case of Share Certificates, in accordance with its good faith estimate of the relevant value or price as of the Valuation Time on the last such consecutive Scheduled Trading Day; or


(B) where the Certificates are Index Certificates relating to a basket of Indices or Share Certificates relating to a basket of Shares, the Strike Date for each Index or Share, as the case may be, not affected by the occurrence of a Disrupted Day shall be the Scheduled Strike Date and the Strike Date for each Index or Share affected, as the case may be (each an "Affected Item") by the occurrence of a Disrupted Day shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Item unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Strike Date is a Disrupted Day relating to the Affected Item. In that case, (i) the last such consecutive Scheduled Trading Day shall be deemed to be the Strike Date for the Affected Item, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the relevant level or price using, in relation to the Affected Item, the level or value as applicable, determined in the manner set out in the applicable Final Terms or, if not set out or if not practicable, using:

(x) in the case of an Index, the level of that Index as of the Valuation Time on the last such consecutive Scheduled Trading Day in accordance with the formula for and method of calculating that Index last in effect prior to the occurrence of the first Disrupted Day using

the Exchange traded or quoted price as of the Valuation Time on the last such consecutive Scheduled Trading Day of each security comprised in that Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the last such consecutive Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the last such consecutive Scheduled Trading Day); or


(y) in the case of a Share, its good faith estimate of the value for the Affected Item as of the Valuation Time on the last such consecutive Scheduled Trading Day;


"Taiwan FINI" means an entity incorporated outside Taiwan with Foreign Institutional Investor (FINI) status in Taiwan or with FINI sub-account status in Taiwan;


"Valid Date" means a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date or another Observation Date does not or is deemed not to occur;


"Valuation Date" means:


(A) in the case of Index Certificates, Share Certificates or Debt Certificates, unless otherwise specified in the applicable Final Terms, the Valuation Date specified in the applicable Final Terms or, if such day is not a Scheduled Trading Day, the immediately succeeding Scheduled Trading Day unless, in the opinion of the Calculation Agent, such day is a Disrupted Day. If such day is a Disrupted Day, then:


(a) where the Certificates are Index Certificates relating to a single Index, Share Certificates relating to a single Share or Debt Certificates relating to a single Debt Security, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Valuation Date is a Disrupted Day. In that case, (i) the last such consecutive Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the Settlement Price in the manner set out in the applicable Final Terms or, if not set out or if not practicable, determine the Settlement Price:


(x) in the case of Index Certificates, by determining the level of the Index as of the Valuation Time on the last such consecutive Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the last such consecutive Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the last such consecutive Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the last such consecutive Scheduled Trading Day); or

(y) in the case of Share Certificates or Debt Certificates, in accordance with its good faith estimate of the Settlement Price as of the Valuation Time on the last such consecutive Scheduled Trading Day; or


(b) where the Certificates are Index Certificates relating to a basket of Indices, Share Certificates relating to a basket of Shares or Debt Certificates relating to a basket of Debt Securities, the Valuation Date for each Index, Share or Debt Security, as the case may be, not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date, and the Valuation Date for each Index, Share or Debt Security affected, as the case may be, (each an "Affected

Item") by the occurrence of a Disrupted Day shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Item unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Valuation Date is a Disrupted Day relating to the Affected Item. In that case, (i) the last such consecutive Scheduled Trading Day shall be deemed to be the Valuation Date for the Affected Item, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the Settlement Price using, in relation to the Affected Item, the level or value as applicable, determined in the manner set out in the applicable Final Terms or, if not set out or if not practicable, using:


(x) in the case of an Index, the level of that Index as of the Valuation Time on the last such consecutive Scheduled Trading Day in accordance with the formula for and method of calculating that Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the last such consecutive Scheduled Trading Day of each security comprised in that Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that last such consecutive Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the last such consecutive Scheduled Trading Day); or

(y) in the case of a Share or Debt Security, its good faith estimate of the value for the Affected Item as of the Valuation Time on that last such consecutive Scheduled Trading Day,


and otherwise in accordance with the above provisions;


(B) in the case of Commodity Certificates, the date specified in the applicable Final Terms; "Valuation Time" means:

(a) the Valuation Time specified in the applicable Final Terms; or


(b) in the case of Index Certificates relating to a Composite Index, unless otherwise specified in the applicable Final Terms, (A) for the purposes of determining whether a Market Disruption Event has occurred: (i) in respect of any Component, the Scheduled Closing Time on the Exchange in respect of such Component, and (ii) in respect of any options contracts or futures contracts on such Index, the close of trading on the Related Exchange; and (B) in all other circumstances, the time at which the official closing level of such Index is calculated and published by the Index Sponsor; or


(c) in the case of Index Certificates relating to Indices other than Composite Indices or Share Certificates, unless otherwise specified in the applicable Final Terms, the Scheduled Closing Time on the relevant Exchange on the relevant Strike Date, Valuation Date, Observation Date or Averaging Date, as the case may be, in relation to each Index or Share to be valued, provided that if the relevant Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time;


"Vietnamese QI" means a corporation that both (a) is incorporated outside Vietnam and (b) does not have any permanent establishment in Vietnam;


"VPC" means VPC AB (the Swedish Central Securities Depository authorised as such under the SFIA Act);

"VPC Register" means the register opened in the VPC System for VPC Certificates issued or to be issued by the Issuer;


"VPC System" means the technical system at VPC for the registration of securities and the clearing and settlement of securities transactions; and


"VPC Certificates" means Certificates in registered, uncertificated and dematerialised book-entry form in accordance with the SFIA Act accepted by VPC for clearing and registration in the VPC System.


5. Interest


If so specified in the applicable Final Terms the Certificates will pay interest, such interest to be calculated on the basis of a fixed rate of interest ("Fixed Rate Certificates"), a floating rate of interest ("Floating Rate Certificates") or by reference to the performance of one or more Index, Share, GDR and/or ADR, Debt Security, Currency, Commodity, Inflation Index, Fund Share or any other underlying security or any combination thereof in the manner specified in the applicable Final Terms (such Certificates "Linked Interest Certificates"):

(A) Interest on Fixed Rate Certificates


Each Fixed Rate Certificate pays interest calculated from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will accrue in respect of each Interest Period (which expressions shall in these Terms and Conditions mean the period from (and including) an Interest Period End Date (or if none the Interest Commencement Date) to (but excluding) the next (or first) Interest Period End Date (each such latter date the "Interest Period End Final Date" for the relevant Interest Period)). Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Redemption Date. If an Interest Payment date falls after the Interest Period End Final Date in respect of the relevant Interest Period, no additional interest or other amount shall be payable as a result of such interest being payable on such later date. If a Business Day Convention is specified in the applicable Final Terms as applying to an Interest Period End Date or an Interest Payment Date and (x) if there is no numerically corresponding day on the calendar month in which an Interest Period End Date or Interest Payment Date, as the case may be, should occur or (y) if any Interest Period End Date or Interest Payment Date, as the case may be, would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

(1) the Following Business Day Convention, such Interest Period End Date or Interest Payment Date, as the case may be, shall be postponed to the next day which is a Business Day; or


(2) the Modified Following Business Day Convention, such Interest Period End Date or Interest Payment Date, as the case may be, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Period End Date or Interest Payment Date, as the case may be, shall be brought forward to the immediately preceding Business Day; or

(3) the Preceding Business Day Convention, such Interest Period End Date or Interest Payment Date, as the case may be, shall be brought forward to the immediately preceding Business Day.


If no Business Day Convention is specified as applicable to an Interest Period End Date in the applicable Final Terms except as provided in the applicable Final Terms the amount of interest

payable on each Interest Payment Date in respect of the Interest Period ending on (but excluding) the Interest Period End Final Date in respect of such Interest Period, will amount to the Fixed Coupon Amount.


Interest shall be calculated by applying the Rate of Interest to the Notional Amount of each Certificate and multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Settlement Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

"sub-unit" means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.


(B) Interest on Floating Rate Certificates and Linked Interest Certificates


(i) Interest, Interest Periods and Business Day Convention


Each Floating Rate Certificate and, subject to the provisions of Condition 5(C) below and unless otherwise specified in the applicable Final Terms, each Linked Interest Certificate pays interest (or, if it is a Partly Paid Certificate, in accordance with Condition 5(E) in respect of each Interest Period (which expression shall in these Terms and Conditions mean the period from (and including) an Interest Period End Date (or if none the Interest Commencement Date to (but excluding) the next (or first) Interest Period End Date (each such latter date the "Interest Period End Final Date" for the relevant Interest Period)). For the purposes of this Condition 5(B) "Interest Period End Date" shall mean either: (i) the Interest Period End Date(s) in each year specified in the applicable Final Terms or (ii) if no Interest Period End Date(s) is/are specified in the applicable Final Terms, each date which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Period End Date or, in the case of the first Interest Period End Date, after the Interest Commencement Date.

Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Redemption Date. If an Interest Payment Date falls after an Interest Period End Final Date in respect of the relevant Interest Period, no additional interest or other amount shall be payable as a result of such interest being payable on such later date.


If a Business Day Convention is specified in the applicable Final Terms as applying to an Interest Period End Date or an Interest Payment Date and (x) if there is no numerically corresponding day on the calendar month in which an Interest Period End Date or Interest Payment Date, as the case may be, should occur or (y) if any Interest Period End Date or Interest Payment Date, as the case may be, would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:


(1) in any case where Specified Periods are specified in accordance with Condition 5(B)(ii) below, the Floating Rate Convention, such Interest Period End Date or Interest Payment Date, as the case may be, (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of

(iv) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Period End Date or Interest Payment Date, as the case may be, shall be brought forward to the

immediately preceding Business Day and (B) each subsequent Interest Period End Date or Interest Payment Date, as the case may be, shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Period End Date or Interest Payment Date, as the case may be, occurred; or

(2) the Following Business Day Convention, such Interest Period End Date or Interest Payment Date, as the case may be, shall be postponed to the next day which is a Business Day; or


(3) the Modified Following Business Day Convention, such Interest Period End Date or Interest Payment Date, as the case may be, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Period End Date or Interest Payment Date, as the case may be, shall be brought forward to the immediately preceding Business Day; or

(4) the Preceding Business Day Convention, such Interest Period End Date or Interest Payment Date, as the case may be, shall be brought forward to the immediately preceding Business Day.


(ii) Rate of Interest


The Rate of Interest payable from time to time in respect of Floating Rate Certificates and Linked Interest Certificates will be determined in the manner specified in the applicable Final Terms.


(iii) ISDA Determination


Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (iii), "ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the Certificates (the "ISDA Definitions") and under which:

(a) the Floating Rate Option is as specified in the applicable Final Terms;


(b) the Designated Maturity is a period specified in the applicable Final Terms; and


(c) the relevant Reset Date is either (x) if the applicable Floating Rate Option is based on the London interbank offered rate ("LIBOR") or on the Euro-zone inter-bank offered rate ("EURIBOR") for a currency, the first day of that Interest Period or (y) in any other case, as specified in the applicable Final Terms.


For the purposes of this sub-paragraph (iii), "Floating Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity" and "Reset Date" have the meanings given to those terms in the ISDA Definitions.

(iv) AFB Determination


Where so specified in the applicable Final Terms, interest will be payable on such dates, at such a rate (the "AFB Rate") and in such amounts, plus or minus (as indicated in the applicable Final Terms) the Margin (if any), as would have been payable (regardless of any event of default or termination event thereunder) by the Issuer if it had entered into an interest rate swap transaction governed by an agreement in the form of the Master Agreement relating to foreign exchange and derivatives transactions (an "AFB Agreement"), as in effect on the date of issue of the Certificates, published by the Association Française des Banques/Fédération Bancaire Française and evidenced by a Confirmation (as defined in the AFB Agreement) with the holder of the relevant Certificate under which:

(a) the Issuer was the Floating Amount Payer;


(b) the Principal Certificate Agent (as defined herein) was the Agent (as defined in the AFB Agreement) or as otherwise specified in the applicable Final Terms;


(c) the Interest Commencement Date was the Transaction Date;


(d) the Notional Amount in respect of a Certificate was the Notional Amount;


(e) the Interest Payment Dates were the Floating Amount Payment Dates; and


(f) all other terms were as specified in the applicable Final Terms.


When the preceding sentence applies, in respect of each relevant Interest Payment Date:


(a) the amount of interest determined for such Interest Payment Date will be the Interest Amount for the relevant Interest Period for the purposes of these Terms and Conditions as though determined under sub-paragraph (vi) below;


(b) the Rate of Interest for such Interest Period will be the Floating Rate (as defined in the AFB Agreement) determined by the Principal Certificate Agent in accordance with the preceding sentence; and


(c) the Principal Certificate Agent will be deemed to have discharged its obligations under sub-paragraph (vi) below if it has determined the Rate of Interest and the Interest Amount payable on such Interest Payment Date in the manner provided in the preceding sentence.

(v) Screen Rate Determination


Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:


(a) the offered quotation; or


(b) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate(s) which appears or appear, as the case may be, on the Relevant Screen Page as at the Specified Time indicated in the applicable Final Terms (which will be 11.00 a.m., London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

If the Relevant Screen Page is not available or if, in the case of sub-paragraph a, no offered quotation appears or, in the case of sub-paragraph b, fewer than three offered quotations appear, in each case as at the Specified Time, the Calculation Agent shall request each of the Reference Banks to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with offered quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Calculation Agent.

If on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with an offered quotation as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Settlement Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the inter-bank market applicable to the Reference Rate (which will be the London inter-bank market, if the Reference Rate is LIBOR, or the Euro-zone inter-bank market, if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Calculation Agent with offered rates, the offered rate for deposits in the Settlement Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Settlement Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Calculation Agent suitable for the purpose) informs the Calculation Agent it is quoting to leading banks in the inter-bank market applicable to the Reference Rate (which will be the London inter-bank market, if the Reference Rate is LIBOR, or the Euro-zone inter-bank market, if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to

the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period).


If the Reference Rate from time to time in respect of Floating Rate Certificates is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Certificates will be determined as provided in the applicable Final Terms.


(vi) Determination of Rate of Interest and Calculation of Interest Amount


In the case of Floating Rate Certificates and Linked Interest Certificates the Calculation Agent will, on or as soon as practicable after each date on which the Rate of Interest is to be determined (the "Interest Determination Date"), determine the Rate of Interest (subject to any Minimum Interest Rate or Maximum Interest Rate specified in the applicable Final Terms) for the relevant Interest Period. In the case of Floating Rate Certificates and Linked Interest Certificates, the Calculation Agent will notify the Principal Certificate Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.


The Calculation Agent will calculate the amount of interest (the "Interest Amount") payable on each Certificate for the relevant Interest Period by applying the Rate of Interest to the Notional Amount of such Certificate and multiplying such sum by the Day Count Fraction specified in the applicable Final Terms and rounding the resultant figure to the nearest sub-unit (defined above) of the relevant Specified Currency, one half of such a sub- unit being rounded upwards or otherwise in accordance with applicable market convention.


(vii) Minimum and/or Maximum Interest Rate


If the applicable Final Terms specifies a Minimum Interest Rate for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of sub-paragraph (ii), (iii), (iv) or (v) above (as appropriate) is less than such Minimum Interest Rate, the Rate of Interest for such Interest Period shall be such Minimum Interest Rate.


If the applicable Final Terms specifies a Maximum Interest Rate for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of sub-paragraph (ii), (iii), (iv) or (v) above (as appropriate) is greater than such Maximum Interest Rate, the Rate of Interest for such Interest Period shall be such Maximum Interest Rate.

(viii) Notification of Rate of Interest and Interest Amount


The Calculation Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Principal Certificate Agent, the Issuer and the Guarantor (such notifications to occur no later than the Business Day following such determination), (in the case of Certificates which are listed on Euronext Amsterdam and the rules of such stock exchange so require) Euronext Amsterdam and, if applicable, to any other stock exchange on which the relevant Certificates are for the time being listed. In addition, the Calculation Agent shall publish or cause to be published such Rate of Interest, Interest Amount and Interest Payment Date in accordance with Condition 11 as soon as possible after their determination but in no event later than the fourth Amsterdam Business Day thereafter. Each Interest Amount and Interest Payment Date

so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Certificates are for the time being listed and to the Noteholders in accordance with Condition 11. For the purposes of the Terms and Conditions, the expression "Amsterdam Business Day" means a day (other than a Saturday or a Sunday) on which commercial banks are open for business in Amsterdam. The determination of each Interest Rate and Interest Amount, the obtaining of each quote and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

(C) Day Count Fractions


"Day Count Fraction" means, in respect of the calculation of an amount of interest for any Interest Period:


(a) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:


(i) in the case of Certificates where the number of days in the relevant period from (and including) the most recent Interest Period End Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

(ii) in the case of Certificates where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:


(x) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and


(y) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates that would occur in one calendar year;


"Determination Date(s)" means the date(s) specified in the applicable Final Terms;


"Determination Period" means each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the Interest Period End Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date);

(b) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest

Period falls in a leap year, the sum of (1) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (2) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);


(c) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;


(d) if "Actual/365 (sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;


(e) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;


(f) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction= [360 x (Y2 – Y1 )]+[30 x (M2 – M1)]+ (D2 – D1)

360


where:


"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;


"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;


"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(g) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction= [360 x (Y2 – Y1 )]+[30 x (M2 – M1)]+ (D2 – D1)

360


where:


"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;


"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;


"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;

(h) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction= [360 x (Y2 – Y1 )]+[30 x (M2 – M1)]+ (D2 – D1)

360


where:


"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;


"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;


"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and


"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Redemption Date or (ii) such number would be 31, in which case D2 will be 30.

Notwithstanding the foregoing, where the applicable Final Terms specifies that the relevant Day Count Fraction is "unadjusted", the Interest Period and the Interest Amount payable on any date shall not, unless otherwise provided in the application Final Terms, be affected by the application of any Business Day Convention.


(D) Interest on Linked Interest Certificates


In the case of Linked Interest Certificates the Rate of Interest and/or the Interest Amount shall be determined in the manner specified in the applicable Final Terms.

(E) Interest on Partly Paid Certificates


In the case of Partly Paid Certificates interest will accrue as aforesaid on the paid-up amount of such Certificates and otherwise as specified in the applicable Final Terms.


(F) Accrual of Interest


Each Certificate (or in the case of the redemption of part only of a Certificate, that part only of such Certificate) will cease to bear interest (if any) from the date for its redemption or exercise, as the case may be, unless payment of principal and/or delivery of all assets deliverable is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:


(i) the date on which all amounts due in respect of such Certificate have been paid and/or all assets deliverable in respect of such Certificate have been delivered; and


(ii) five days after the date on which the full amount of the moneys payable in respect of such Certificate has been received by the Principal Certificate Agent and/or all assets in respect of such Certificate have been received by any agent appointed by the Issuer to deliver such assets to Holders and notice to that effect has been given to the Holders in accordance with Condition 11,

provided that if Credit Certificate Condition 1(B) or Credit Certificate Condition 2 applies in respect of the Certificates; and


(A) "Accrual of Interest upon Credit Event" is specified as Not Applicable in the applicable Final Terms, each Certificate shall cease to bear interest from the Interest Period End Date immediately preceding the Credit Event Determination Date, or if the Credit Event Determination Date is an Interest Period End Date such Interest Period End Date or, if the Credit Event Determination Date falls prior to the first Interest Period End Date, no interest shall accrue on the Certificates; or


(B) "Accrual of Interest upon Credit Event" is specified as being Applicable in the applicable Final Terms, each Certificate shall cease to bear interest from the Credit Event Determination Date; and


provided further that, if:


(x) Credit Certificate Condition 4 or Credit Certificate Condition 5 applies in respect of the Certificates and, in the case of Credit Certificate Condition 4, a Repudiation/Moratorium has not occurred on or prior to the Repudiation/Moratorium Evaluation Date or, in the case of Credit Certificate Condition 5 a Failure to Pay has not occurred on or prior to the Grace Period Extension Date, as the case may be; and/or


(y) Credit Certificate Condition 6 applies in respect of the Certificates and the Scheduled Redemption Date, the Grace Period Extension Date or the Repudiation/Moratorium Evaluation Date, as the case may be, is postponed as provided therein,


then interest will accrue as provided in Credit Certificate Condition 4, Credit Certificate Condition 5 or Credit Certificate Condition 6, as the case may be.

6. Redemption of Certificates


(A) General


Unless the Certificates are Exercisable Certificates, subject as provided in these Terms and Conditions and as specified in the applicable Final Terms, each Certificate (other than a Credit Certificate) will be redeemed by the Issuer:


(i) in the case of a Cash Settled Certificate, by payment of the Cash Settlement Amount; or


(ii) in the case of a Physical Delivery Certificate, subject as provided in Condition 7 below, by delivery of the Entitlement,


such redemption to occur in either case, subject as provided below, on the date specified in the applicable Final Terms relating to such Certificate (the "Redemption Date"). If (i) the date for payment of any amount in respect of the Certificates is not a Business Day, the holder thereof shall not be entitled to payment until the next following Business Day and shall not be entitled to any further payment in respect of such delay or (ii) the date for delivery of any Entitlement in respect of the Certificates is not a Settlement Business Day (as defined in Condition 7(B)(5) below), the Holder thereof shall not be entitled to delivery of the Entitlement until the next following Settlement Business Day.


The Certificates may also be subject to automatic early redemption upon the occurrence of an Automatic Early Redemption Event, as defined in and in accordance with the provisions of Annex 1 (Additional Terms and Conditions for Index Certificates), Annex 2 (Additional Terms and Conditions for Share Certificates) and Annex 5 (Additional Terms and Conditions for Commodity ) as specified in the applicable Final Terms.

(B) Credit Certificates


Subject as provided in these Terms and Conditions and as specified in the applicable Final Terms, each Credit Certificate will be redeemed by the Issuer by payment of the Cash Settlement Amount such redemption to occur on the Redemption Date specified in the applicable Final Terms subject as provided in Annex 10 (Additional Terms and Conditions for Credit Certificates). If the date for payment of any amount in respect of the Certificates is not a Business Day, the holder thereof shall not be entitled to payment until the next following Business Day and shall not be entitled to any payment in respect of such delay.

(C) Issuer Call Option


If Issuer Call Option is specified in the applicable Final Terms, the Issuer may, having given:


(i) except in the case of Certificates represented by Private Placement Definitive Certificates and Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, not less than 15 nor more than 30 days' notice to the Holders in accordance with Condition 11 and, in the case of Certificates represented by Private Placement Definitive Certificates and Certificates represented by a Rule 144A Global Certificate held by a Custodian on behalf of DTC, not less than 30 nor more than 45 days' notice to the Holders in accordance with Condition 11; and

(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the relevant Certificate Agent,

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Certificates then outstanding on any date fixed for redemption as specified in the applicable Final Terms (an "Optional Redemption Date") and at an amount specified in, or determined in the manner specified in, the applicable Final Terms (the "Optional Redemption Amount") together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date.


In the case of a partial redemption, the rights of Holders of Certificates represented by a Global Certificate, or Holders of Italian Dematerialised Certificates or VPC Certificates will, unless otherwise provided in the applicable Final Terms, be governed by the standard procedures of Euroclear, Clearstream Luxembourg, Euroclear France, DTC, Monte Titoli, VPC, as applicable, or any relevant Clearing System (as the case may be). With respect to Certificates represented by Private Placement Definitive Certificates, the Definitive Certificate Agent will select the Certificates to be redeemed individually by lot, not more than 45 days prior to the date fixed for redemption, and give notice to Holders, in accordance with Condition 11, of the serial numbers of the Certificates to be redeemed not less than 15 days prior to the date fixed for redemption. Private Placement Definitive Certificates may only be redeemed in minimum amounts of U.S.$250,000 or more, and the remaining unredeemed portion thereof must be at least U.S.$250,000. So long as the Certificates are listed on the official list of Euronext Amsterdam ("AEX") and admitted to trading on the regulated market of AEX and the rules of that stock exchange so require, the Issuer shall, once in each year in which there has been a partial redemption of the Certificates, cause to be published on the website of AEX ("xxx.xxxxxxxx.xxx") a notice specifying the aggregate nominal amount of Certificates outstanding.

(D) Holder Put Option


If Holder Put Option is specified in the applicable Final Terms, upon the Holder of any Certificate giving to the Issuer not less than 15 nor more than 30 days' notice the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Certificate on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date (each date and amount as defined in the applicable Final Terms).


If the Certificate is held outside DTC, Euroclear and Clearstream, Luxembourg, Euroclear France and/or any other relevant Clearing System, to exercise the right to require redemption of the Certificate the Holder of the Certificate must deliver at the specified office of any Certificate Agent at any time during normal business hours of such Registrar or Certificate Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Certificate Agent (a "Put Notice") and in which the Holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 6(D), accompanied by the Certificate or evidence satisfactory to the Certificate Agent concerned that the Certificate will, following delivery of the Put Notice, be held to its order or under its control in a manner reasonably satisfactory to the Certificate Agent concerned. If the Certificate is held through DTC, Euroclear or Clearstream, Luxembourg, Euroclear France, Monte Titoli, VPC and/or any other relevant Clearing System, to exercise the right to require redemption of the Certificate the Holder of the Certificate must, within the notice period, give notice to the Certificate Agent concerned of such exercise in accordance with the standard procedures of DTC, Euroclear and Clearstream, Luxembourg, Euroclear France, Monte Titoli, VPC and/or any other relevant Clearing System (which may include notice being given on his instruction by DTC, Euroclear or Clearstream, Luxembourg, Euroclear France, Monte Titoli, VPC and/or any other relevant Clearing System or any common depositary for them to the Certificate Agent by

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Filed: October 30th, 2008