Proposed resolutions : May 21st 2008

(Authorisation to grant share awards to employees of BNP Paribas, and to employees and corporate officers of related companies)

Having read the report of the Board of directors and the statutory auditors' special report, in accordance with articles L. 225-197-1 et seq. of the French commercial code, the Extraordinary Meeting:

- authorises the Board of directors to award shares, free of consideration, on one or more occasions. Said shares shall either be existing shares resulting from share buybacks carried out by the Bank or newly-issued shares, at the discretion of the Board of directors, and shall be awarded to:

• BNP Paribas employees,
• employees and corporate officers of companies and economic interest groupings in which BNP Paribas directly or indirectly holds 10% or more of the share capital or voting rights,

it being specified that the Board of directors shall have the responsibility for determining the identity of the beneficiaries of the share awards, the conditions and, where applicable, the criteria for awarding the shares.

- resolves that the total number of shares awarded (either in the form of existing shares or newly-issued shares) may not exceed 1.5% of the Bank's issued capital as of the date of the decision for the award of such shares by the Board of directors;

- resolves that the allocation of the shares to their beneficiaries shall only be definitive, at the discretion of the Board of directors, for all or part of the shares awarded:

• either after a vesting period of at least 4 years;
• or after a vesting period of at least two years.

The shares shall be subject to a minimum two-year holding period as from the end of the vesting period. However, this holding period shall be eliminated for shares for which the vesting period has been set at a minimum period of four years. In any case, whatever the respective vesting and holding periods, these periods will expire early, if the conditions provided for by law are met, in the event of a disability of the beneficiary;

- notes that, regarding newly-issued shares, (i) this authorisation shall entail an increase in capital, at the end of the vesting period, paid up by capitalising retained earnings, profits or additional paid-in-capital, in favour of the beneficiaries of such shares and the corresponding waiver by the shareholders in favour of the beneficiaries of the share award of their rights to the portion of the retained earnings, profits or additional paid-in capital thus capitalised, (ii) this authorisation shall entail by operation of law, in favour of the beneficiaries of such shares, waiver by the shareholders of their pre-emptive subscription rights;

- resolves that this authorisation will be valid for a period of thirty-eight months as from the date of this Meeting.

Full powers are granted to the Board of directors acting under the conditions provided for above, with the possibility to delegate in accordance with the applicable law, to use this authorisation and, where applicable, in order to protect the rights of the beneficiaries, to adjust the number of shares awarded depending on the transactions carried out with regard to the company’s capital, to determine the amount and nature of retained earnings, income or additional paid-in capital to be capitalised in the event of the allocation of shares to be issued; to record the capital increase or increases carried out in accordance with this authorisation; to amend the articles of association accordingly, and generally to do whatever is necessary to use this authorisation.

This authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.

Presentation of the resolution

In the twenty-first resolution, shareholders are asked to authorise the Board of directors for a period of thirty-eight months to award shares (new or existing BNP Paribas shares), free of consideration, to all the employees of BNP Paribas (except for corporate officers) and to employees and corporate officers of related companies. The total number of shares awarded will not exceed 1.5% of the Bank's issued capital at the date of the decision by the Board of directors to award such shares, corresponding to less than 0.5% per annum. In general, the allocation of the shares to their beneficiaries will only be definitive after a vesting period of at least two years and the shares obtained will then be subject to a compulsory two-year holding period as from the end of the said vesting period, such that there is always a minimum of four years between the date of award of the shares and the date when the beneficiary has freedom to dispose of them. The Board of directors will determine the criteria for allocating the shares, as well as the performance criteria based on results.Such bonus share allocations would be valid only if, for the 2 FY of the vesting period (or the first 2 in the case of 4 year vesting periods), BNP Paribas average EPS (Earning Per Share) increases by 5% or more. This condition shall apply to all the beneficiaries.

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