(Amendments to the Articles of Association relating among others to information provided to directors, representation of the Board of Directors, the terms and conditions applicable to calling Board Meetings and the persons authorised to sign copies or extracts of the minutes of said meetings)

The Extraordinary Meeting, having heard the report of the Board of Directors, resolves to amend the number of directors elected by employees, to arrange for the election of the employee-director representing the Bank's non managerial personnel for the first quarter of 2006 in order to bring that director's term of office into line with that of the director representing managerial staff, to simplify the electoral procedures, to update any sections of the Articles of Association that are no longer relevant, and consequently to amend paragraph 2 of article 7, Chapter III of the Articles of Association, as follows:

new wording of paragraph 2 of article 7:

"Of members of the Board representing BNP Paribas SA employees.

- The status of employee representatives on the Board and the related election procedures shall be governed by sections L.225-27 to L.225-34 of the Commercial Code, as well as the provisions of these Articles of Association.

- There shall be two employee representatives on the Board of Directors, including one representing managerial staff and one representing the Bank's non managerial personnel.

- These directors shall be elected by BNP Paribas SA's employees.

- They shall be appointed for a three-year term.

- Elections shall be organised by Executive Management, which shall also set the timing thereof, after consultation with the national trade union representatives within the Bank, in such a way as to ensure that the second round is held at the latest fifteen days before the term of office of the outgoing directors expires.

- Each candidate shall be elected on a majority basis after two rounds held in each of the electoral colleges.

- Each application shall include both the candidate's name and the name of a replacement.

- The candidates shall belong to the electoral college where they are standing for vote.

- Applications that are not presented by a trade union representative from the Bank shall be submitted together with a document featuring the names and signatures of one hundred electors.

- The election shall be held at the workplace and during working hours on the dates set. However, any electors having given advance notification of their absence on the day votes are cast may vote by correspondence.

- Ballots shall be counted in each voting office immediately after the close of the vote. A report shall be drawn up after each voting office has counted its ballots.

- The minutes shall be immediately sent to BNP Paribas SA head office where a central voting office shall be set up to draft the final report and announce the results."

Presentation of the resolution

The seventeenth resolution concerns amendments to the Articles of Association in order to reduce the number of directors elected by employees from three to two (including one representing managerial staff) and harmonise the duration of the directors' terms of office at three years. Based on current circumstances, the Bank would then have a greater proportion of directors classified as independent under French corporate governance guidelines. According to these criteria, corporate officers elected by employees are not classified as independent, even if the manner in which they were elected and their status effectively ensures their independence in relation to the Executive Management of BNP Paribas.

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