SUBJECT TO COMPLETION, DATED JUNE [30], YEAR SWITCH-TO-FIXED-RATE NOTES LINKED TO THE PERFORMANCE OF THE EURO STOXX 50 INDEX

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1 The information in this Pricing Supplement is not complete and may be changed. This Pricing Supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE [30], YEAR SWITCH-TO-FIXED-RATE NOTES LINKED TO THE PERFORMANCE OF THE EURO STOXX 50 INDEX Terms used in this "Pricing Supplement" are described or defined in the Product Supplement. The Notes will have terms described in the Product Supplement, the Prospectus Supplement and the Base Prospectus, as supplemented by this Pricing Supplement. If the terms described in this Pricing Supplement are different from or inconsistent with those described in the Product Supplement, Prospectus Supplement or Base Prospectus, the terms described in this Pricing Supplement will supersede. Before you decide to invest in the Notes, we urge you to read this Pricing Supplement together with the Product Supplement, Prospectus Supplement and Base Prospectus, each of which can be accessed via the hyperlink below: Issuer: BNP Paribas (rated A+/A1/A+). Guarantor: BNP Paribas acting through its NY Branch. Calculation Agent: BNPP Securities. Principal Amount: $[ ]. Pricing Date: July [28], Initial Valuation Date: July [28], Issue Date: July [31], 2014 *. Final Valuation Date: July [25], 2019 *. Maturity Date: July [30], 2019 *. Business Days for Payment: New York - Modified Following Business Day. Initial Offering Price: 100%. Issuer Switch Option: The Issuer may, in its sole discretion, switch the Notes to Fixed Rate Notes, in whole, by providing notice on or before any Switch Notification Date. For the avoidance of doubt, the final Switch Notification Date is July [25], Fixed Rate Notes: If the Notes are switched to Fixed Rate Notes in accordance with the Issuer Switch Option provision above, then (i) on the Coupon Payment Date immediately following the relevant Switch Notification Date, you will receive an Initial Coupon and (ii) on each subsequent Coupon Payment Date, you will receive a Fixed Coupon. Payments on the Fixed Rate Notes will not be affected by the Underlying Asset Performance. Initial Coupon: If the Notes are switched to Fixed Rate Notes, on the Coupon Payment Date immediately following the relevant Switch Notification Date, you will receive an Initial Coupon of $1,000 x [10.00]% x N, for each $1,000 principal amount of Notes. N: the number of years elapsed from the Pricing Date to the relevant Switch Notification Date; provided that, if it is not a whole number, it should be rounded up to the next higher whole number (whether it is nearer to the next lower whole number or next higher whole number). For the avoidance of doubt, N can be any of 1, 2, 3, or 4. Fixed Coupon: If the Notes are switched to Fixed Rate Notes, on each Coupon Payment Date following the payment of the Initial Coupon, you will receive a Fixed Coupon of $1,000 x [10]%. Underlying Asset: The EURO STOXX 50 Index ("SX5E", Bloomberg symbol "SX5E <Index>"). Initial Level: The Closing Level of the Underlying Asset on the Initial Valuation Date, which is equal to [ ]. Final Level: The Closing Level of the Underlying Asset on the Final Valuation Date. Underlying Asset Performance: (Final Level - Initial Level) / Initial Level, expressed as a percentage. Redemption Amount at Maturity: If the Notes were not switched to the Fixed Rate Notes: If the Final Level is greater than or equal to the Initial Level, you will receive, for each $1,000 principal amount of Notes, $1,000 multiplied by the sum of (x) 100% and (y) the Underlying Asset Performance, or If the Final Level is less than the Initial Level, you will receive for each $1,000 principal amount of Notes, $1,000. If the Notes were switched to the Fixed Rate Notes: Regardless of the Underlying Asset Performance, you will receive for each $1,000 principal amount of Notes, $1,000. All payments on the Notes are subject to the creditworthiness of the Issuer and Guarantor. Denominations: The Notes will be issued in denominations of $1,000. Minimum trading size is $1,000. The Notes may only be transferred in amounts of $1,000 and increments of $1,000 thereafter. CUSIP: 05579T2X3. ISIN: US05579T2X32. Series: The Switch Notification Dates and Coupon Payment Dates are set forth in the table below: N Switch Notification Date Coupon Payment Date Potential Initial Coupon Potential Fixed Coupon 1 July [27], 2015 July [30], 2015 $ $ July [26], 2016 July [29], 2016 $ $ July [26], 2017 July [31], 2017 $ $ July [25], 2018 July [30], 2018 $ $ N/A July [30], 2019 N/A $ / 9

2 "A+" (credit watch negative) by Standard and Poor's Ratings Group, a rating of "A1" (negative outlook) by Moody's Investors Service, Inc. and a rating of "A+" (stable outlook) by Fitch Ratings. A rating (1) is subject to downward revision, suspension or withdrawal at any time by the assigning rating organization, (2) does not take into account market risk or the performance-related risks of the investment, and (3) is not a recommendation to buy, sell or hold securities. * Subject to postponement in the event of a Market Disruption Event as described under "Underlying Assets Indices Market Disruption Events for Notes with the Underlying Asset Comprised of an Index or Indices" in the Product Supplement. To be determined on the Pricing Date. Price to Public 1 Agent's Commission 2 Proceeds to BNP Paribas Per Note [100]% [0]% [100]% Total $[ ] $[ ] $[ ] 1 The price to the public for any single purchase by an investor in certain trust accounts, who is not being charged the full selling concession or fee by other dealers of approximately [0]%, is [100]%. The price to the public for all other purchases of Notes is [100]%. 2 In addition, BNPP Securities may pay selected broker-dealers additional marketing, referral or other fees of up to [0.75]% in connection with the distribution of the Notes. In no case will the sum of the commissions and fees exceed [0.75]%. See "Selected Risk Considerations" beginning on page [5] of this Pricing Supplement. The Issuer has not been registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Notes and the Guarantee have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the state securities laws of any state of the United States or the securities laws of any other jurisdiction and are being offered pursuant to the registration exemption contained in Section 3(a)(2) of the Securities Act. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes or determined that this Pricing Supplement is truthful or complete. Any representation to the contrary is a criminal offense. Under no circumstances shall this Pricing Supplement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. The Notes constitute unconditional liabilities of the Issuer and the Guarantee constitutes an unconditional obligation of the Guarantor. The Notes and the Guarantee are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other federal agency. BNP PARIBAS 2 / 9

3 ADDITIONAL TERMS General You should read this Pricing Supplement together with the Product Supplement, Prospectus Supplement and Base Prospectus. This Pricing Supplement, together with the documents listed above, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in "Selected Risk Considerations" herein and "Risk Factors" in the Base Prospectus, Prospectus Supplement and Product Supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. An investment in the Notes entails significant risks relating to the Notes not associated with similar investments in a conventional debt security, including those described below. You should read the following information about these risks, together with the other information in this Pricing Supplement, the Product Supplement, the Prospectus Supplement and the Base Prospectus before investing in the Notes. Examples The following table illustrates hypothetical payments on a $1,000 investment in the Notes, and includes both the redemption amount and, if applicable, the total coupon paid on the Notes. The numbers appearing in the examples have been rounded for ease of analysis. These examples are provided for purposes of illustration only. The actual payment amounts received by investors will depend on several variables, including (i) the Initial Level and the Final Level of the Underlying Asset, each as determined by the Calculation Agent, and (ii) whether the Notes were switched to Fixed Rate Notes. All payments on the Notes are subject to the creditworthiness of the Issuer and Guarantor. The calculation of the Coupon Payment assumes, for purposes of illustration only, that the yearly Coupon Payment will be $[100] determined with respect to each $1,000 principal amount of Notes. The actual Coupon Payment will be determined on the Pricing Date. For this table of hypothetical payments at maturity, we have assumed the following: No Market Disruption Events, adjustments, or Events of Default occur during the term of the Notes Initial Level: [3,233.19] Fixed Coupon Rate: [10.00]% per annum Coupon Payment: $[100] paid yearly (per $1,000 principal amount of Notes) Example Underlying Asset Performance Final Level Were Notes Switched to the Fixed Rate Notes Number of Years elapsed since the Pricing Date until the Switch Notification Date Initial Coupon Received (if notes were Switched) Total of Fixed Coupons Received (if notes were Switched) Payment at Maturity (excluding a potential Fixed Coupon at maturity) Return on the Notes 100% 6, Yes 3 $300 $200 $1,000 50% 90% 6, Yes 3 $300 $200 $1,000 50% (1) 80% 5, No N/A N/A N/A $1,800 80% 70% 5, Yes 4 $400 $100 $1,000 50% (2) 60% 5, Yes 4 $400 $100 $1,000 50% 50% 4, No N/A N/A N/A $1,500 50% 40% 4, No N/A N/A N/A $1,400 40% (3) 30% 4, No N/A N/A N/A $1,300 30% 20% 3, Yes 3 $300 $200 $1,000 50% 10% 3, Yes 4 $400 $100 $1,000 50% (4) 0% 3, No N/A N/A N/A $1,000 0% 3 / 9

4 (5) -10% 2, Yes 3 $300 $200 $1,000 50% -20% 2, No N/A N/A N/A $1,000 0% -30% 2, No N/A N/A N/A $1,000 0% -40% 1, No N/A N/A N/A $1,000 0% -50% 1, No N/A N/A N/A $1,000 0% (6) -60% 1, Yes 4 $400 $100 $1,000 50% -70% No N/A N/A N/A $1,000 0% -80% No N/A N/A N/A $1,000 0% -90% No N/A N/A N/A $1,000 0% -100% 0 No N/A N/A N/A $1,000 0% The following examples illustrate how the total returns set forth in the table above are calculated. Example 1: On the Final Valuation Date, the Underlying Asset Performance is equal to 80% and the Notes were not switched to Fixed Rate Notes. Because the Underlying Asset Performance is 80% and the Notes were not switched to Fixed Rate Notes, the payment at maturity is equal to $1,800 per $1,000 principal amount of Notes. No Coupons were paid. On the other hand, if the Notes were instead switched to Fixed Rate Notes, (i) the payment at maturity would be equal to $1,000 per $1,000 principal amount of Notes, and (ii) in addition to this payment, the Initial Coupon and total Fixed Coupons received would be equal to $500. Example 2: On the Final Valuation Date, the Underlying Asset Performance is equal to 60% and the Notes were switched to Fixed Rate Notes as of the Switch Notification Date in Because Notes were switched to the Fixed Rate Notes, the payment at maturity is equal to $1,000 per $1,000 principal amount of Notes. In addition to this payment, the Initial Coupon and total Fixed Coupons received equal $500. On the other hand, if the Notes were not switched to Fixed Rate Notes, (i) the payment at maturity would be equal to $1,600 per $1,000 principal amount of Notes, and (ii) in addition to this payment, no coupon would be paid. Example 3: On the Final Valuation Date, the Underlying Asset Performance is equal to 30% and the Notes were not switched to Fixed Rate Notes. Because the Underlying Asset Performance is 30% and the Notes were not switched to Fixed Rate Notes, the payment at maturity is equal to $1,300 per $1,000 principal amount of Notes. No coupons were paid. On the other hand, if the Notes were instead switched to Fixed Rate Notes, (i) the payment at maturity would be equal to $1,000 per $1,000 principal amount of Notes, and (ii) in addition to this payment, the Initial Coupon and total Fixed Coupons received would be equal to $500. Example 4: On the Final Valuation Date, the Underlying Asset Performance is equal to 0% and the Notes were not switched to Fixed Rate Notes. Because the Underlying Asset Performance is 0% and the Notes were not switched to Fixed Rate Notes, the payment at maturity is equal to $1,000 per $1,000 principal amount of Notes. No coupons were paid. On the other hand, if the Notes were instead switched to Fixed Rate Notes, (i) the payment at maturity would be equal to $1,000 per $1,000 principal amount of Notes, and (ii) in addition to this payment, the Initial Coupon and total Fixed Coupons received would be equal to $500. Example 5: On the Final Valuation Date, the Underlying Asset Performance is equal to -10% and the Notes were switched to Fixed Rate Notes as of the Switch Notification Date in Because the Notes were switched to Fixed Rate Notes, the payment at maturity is equal to $1,000 per $1,000 principal amount of Notes. In addition to this payment, the Initial Coupon and total Fixed Coupons received equal $500. On the other hand, if the Notes were not switched to Fixed Rate Notes, (i) the payment at maturity would be equal to $1,000 per $1,000 principal amount of Notes, and (ii) in addition to this payment, no coupon would be paid. Example 6: On the Final Valuation Date, the Underlying Asset Performance is equal to -60% and the Notes were switched to Fixed Rate Notes as of the Switch Notification Date in Because Notes were switched to the Fixed Rate Notes, the payment at maturity is equal to $1,000 per $1,000 principal amount of Notes. In addition to this payment, the Initial Coupon and total Fixed Coupons received equal $500. On the other hand, if the Notes were not switched to Fixed Rate Notes, (i) the payment at maturity would be equal to $1,000 per $1,000 principal amount of Notes, and (ii) in addition to this payment, no coupon would be paid. 4 / 9

5 SELECTED RISK CONSIDERATIONS An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Underlying Asset or any of the component securities of the Underlying Asset. Some of these risks are explained in more detail in the "Risk Factors" section of the Product Supplement, including the risk factors discussed under the following headings: "Risk Factors Risks Relating to All Notes"; and "Risk Factors Additional Risks Relating to Notes With Underlying Assets That Are Equity Securities or Interests in Exchange-Traded Funds, That Contain Equity Securities or That are Based in Part on Equity Securities or Interests in Exchange-Traded Funds". Among other things, you should consider the following: Suitability of Notes for Investment You should reach a decision to invest in the Notes after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the specific information set out in this Pricing Supplement, the Product Supplement, the Prospectus Supplement and the Base Prospectus. Neither the Issuer nor any dealer participating in the offering makes any recommendation as to the suitability of the Notes for investment. Any Gain on the Notes May be Limited If the Notes are switched to Fixed Rate Notes, then your return on the Notes is limited to the sum of the Initial Coupon and all the Fixed Coupons, regardless of the appreciation of the Underlying Asset, which may be significant. If the Notes are switched to Fixed Rate Notes, the sum of the coupon payments you will receive will be $[500] for each $1,000 principal amount of the Notes. You will not participate in any appreciation in the level of the Underlying Asset. If the Notes are not switched to Fixed Rate Notes, your Redemption Amount at Maturity will be based on the Underlying Asset Performance, which could be less than what you would have received had the Notes been switched to Fixed Rate Notes. If the Notes are not switched to Fixed Rate Notes and the Underlying Asset performance is negative, you will receive only the initial principal amount of your Notes. All payments on the Notes are subject to the creditworthiness of the Issuer and Guarantor. Principal Protected Only if Held to the Maturity Date You will receive at least 100% of the principal amount of your Notes only if you hold your Notes to maturity, regardless of the performance of the Underlying Asset or whether the Notes were switched to Fixed Rate Notes. All payments on the Notes are subject to the creditworthiness of the Issuer and Guarantor. Investing in the Notes Is Not the Same as Investing in the Underlying Asset, the Securities Comprising the Underlying Asset or Contracts relating to the Underlying Asset or Securities Comprising the Underlying Asset The return on the Notes may not reflect the return you would realize if you directly invested in the Underlying Asset, the securities comprising the Underlying Asset or any other exchange-traded or over-the-counter instruments based on the Underlying Asset or the securities comprising the Underlying Asset. No Dividend Payments or Voting Rights As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of a direct investment in securities comprising the Underlying Asset would have. Furthermore, a direct investment in the Index Components of the Underlying Asset is likely to have tax consequences that are different from an investment in your Notes. The Notes Will Not Bear Interest if They are not Switched to Fixed Rate Notes Unless your notes are switched to Fixed Rate Notes by us, you will not receive any interest payments on the Notes. Even if the Final Level exceeds the Initial Level and the Redemption Amount at maturity exceeds your initial investment in the Notes, the overall return you earn on the Notes may be less than what you would otherwise have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate. On the other hand, even if the Notes are switched to Fixed Rate Notes, the sum of the Initial Coupon and all Fixed Coupon payments you receive may be less than what you would otherwise have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate. In any case, no coupon will accrue or be payable on your Notes after the Maturity Date if such Maturity Date is extended or if the Final Valuation Date is extended. We Cannot Control the Actions of the Issuers of the Common Stocks included in the Underlying Asset, Including Actions That Could Adversely Affect the Value of Your Notes We will have no ability to control the actions of the companies comprising the Underlying Asset, including actions that could affect the value of the Underlying Asset, the stocks underlying the Underlying Asset, or your Notes. None of the proceeds you pay us will go to any of the companies included in the Underlying Asset as issuer of the Index Component, and none of those companies will be involved in the offering of the Notes in any way. Neither those companies nor we will have any obligation to consider your interests as a holder of the Notes in taking any corporate actions that might affect the value of your Notes. You will not have any right against the issuer of any Index Component as a shareholder of such issuer solely because you are a holder of the Notes. Any Amount Payable Under the Notes Is Subject to our Credit Risk, and our Credit Ratings and Credit Spreads May Adversely Affect the Market Value of the Notes Any payments to be made on the Notes, including any principal protection (if applicable) provided at maturity, depends on the ability of the Issuer and Guarantor to satisfy its obligations as they come due. Investors are subject to the credit risk, and to changes in the market's view of the creditworthiness of the Issuer and the Guarantor, and in the event the Issuer or Guarantor were to default on its obligation, you may not receive any amounts owed to you under the terms of the Notes. The credit ratings of the Issuer and the Guarantor are an assessment of their ability to pay their obligations, including those on the Notes. Consequently, any actual or anticipated declines in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the Notes. 5 / 9

6 Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity While the payment at maturity described in this Pricing Supplement is based on the full principal amount of your Notes, the Initial Offering Price of the Notes includes the agent's commission and the cost of hedging our obligations under the Notes through one or more of our affiliates. As a result, the price, if any, at which BNPP Securities and other affiliates of BNP Paribas may be willing to purchase Notes from you in secondary market transactions will likely be lower than the Initial Offering Price, and any sale prior to the Maturity Date could result in a substantial loss to you. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. Lack of Liquidity The Notes will not be listed on any securities exchange. BNPP Securities intends to offer to purchase the Notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which BNPP Securities is willing to buy the Notes. Potential Conflicts We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as Calculation Agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the Calculation Agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes. In addition, we are one of the companies that make up the SX5E. We will not have any obligation to consider your interests as a holder of the Notes in taking any corporate action that might affect the level of the SX5E and the Notes. Taxes The Notes will be treated as contingent payment debt instruments for United States federal income tax purposes. Solely for purposes of determining the amount of interest income that a United States holder will be required to accrue, the Issuer determines the comparable yield and the projected payment schedule for the Notes, as required under the original issue discount regulations for contingent payment debt instruments. If the Notes were priced on July [28], 2014, the comparable yield with respect to a Note would be [ ]% compounded semi - annually. However, the comparable yield will be determined on the Pricing Date and may be significantly higher or lower than the comparable yield set forth above. Based on the comparable yield set forth above, the projected payment schedule with respect to a Note with a principal amount of $1,000 will consist solely of a payment of $[ ] on the Maturity Date. The comparable yield and the projected payment schedule with respect to the Notes will be updated in the final Pricing Supplement. NEITHER THE COMPARABLE YIELD NOR THE PROJECTED PAYMENT SCHEDULE CONSTITUTES A REPRESENTATION BY THE ISSUER REGARDING THE ACTUAL AMOUNT THAT THE NOTES WILL PAY. The tax consequences of holding contingent payment debt instruments are set forth generally under the heading "Taxation - United States Federal Income Taxation United States Holders Consequences of Notes Characterized as Debt" in the Base Prospectus. Persons holding Notes who are not United States holders will be required to comply with applicable certification procedures to establish that they are not United States holders in order to avoid the application of withholding tax, information reporting requirements and backup withholding tax. Pursuant to regulations released by the U.S. Department of the Treasury, Foreign Account Tax Compliance Act FATCA withholding (as described in "Taxation United States Federal Income Taxation Information Reporting and Backup Withholding" in the Prospectus Supplement dated June 3, 2013) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the Notes will generally be subject to this withholding tax. However, the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange or other disposition of the Notes made before January 1, Individuals that (i) are either (a) a U.S. citizen, (b) a resident alien for any part of the year, (c) a nonresident alien that has made an election to be treated as a resident alien for purposes of filing a joint U.S. federal income tax return or (d) a nonresident alien who is a bona fide resident of American Samoa or Puerto Rico and (ii) own "specified foreign financial assets" with an aggregate value in excess of $50,000 on the last day of the taxable year (or with an aggregate value in excess of $75,000 at any time during the taxable year), will generally be required to file an information report on Internal Revenue Service ("IRS") Form 8938 with respect to such assets with their U.S. federal tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-united States persons, (ii) financial instruments and contracts that have non-united States issuers or counterparties, and (iii) interests in foreign entities. Prospective purchasers that are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of Notes. Published Research by the Issuer and the Guarantor and their Respective Affiliates May Affect the Value of the Notes The Issuer and Guarantor and their respective affiliates may publish research from time to time that may influence the value of the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. These entities may have published research or other opinions that call into question the investment view implicit in an investment in the Notes. Any research, opinions or recommendations expressed by these entities may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the Notes. Many Economic and Market Factors Will Impact the Value of the Notes In addition to the level of the Underlying Asset on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including: supply and demand for the Notes, including inventory positions held by BNP Paribas or any other market makers; the expected volatility of the Underlying Asset; the time to maturity of the Notes; the dividend rate on the securities underlying the Underlying Asset; interest and yield rates in the market generally; a variety of economic, financial, political, regulatory or judicial events; and 6 / 9

7 our creditworthiness and the Guarantor s creditworthiness, including actual or anticipated downgrades in related credit ratings. Market Disruption Events and Adjustments The Final Level, Final Valuation Date, Maturity Date, and the payment at maturity, among others, are subject to adjustment as described in the following sections of the Product Supplement: For a description of Market Disruption Events as well as the consequences of that Market Disruption Event, see "Underlying Assets Indices Market Disruption Events for Notes with the Underlying Asset Comprised of an Index or Indices"; and For a description of further adjustments that may affect the Underlying Asset, see "Underlying Assets Indices Adjustments Relating to Notes with the Underlying Asset Comprised of an Index". The Notes are Not Adjusted to Reflect Currency Exchange Rates but May Still be Exposed to Currency Exchange Risk Some or all of the Index Components are traded in Euro. Even though payment on the Notes at maturity will not be adjusted for any changes in the exchange rate between the U.S. dollar and the Euro and will be based solely upon the Underlying Asset Performance, changes in the USD/Euro exchange rate may reflect changes in the Eurozone or U.S. economies that, in turn, may affect the Final Level and the Underlying Asset Performance. Foreign currency exchange rates vary over time, and may vary considerably during the term of the Notes. Changes in foreign currency exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the country or countries in which such currency is used, and economic and political developments in other relevant countries. Of particular importance to USD/Euro currency exchange risk are: existing and expected rates of inflation; existing and expected interest rate levels; the balance of payments in the United States and the Eurozone countries and between each country and its major trading partners; and the extent of governmental surplus or deficit in the United States and the Eurozone countries. All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the United States and the Eurozone countries and those of other countries and global or regional banking institutions important to international trade and finance. Risks Associated With Investments in Securities Indexed to the Value of Foreign Equity Securities Investments in securities indexed to the value of foreign equity securities, such as the securities composing the EURO STOXX 50 Index, involve risks associated with the securities markets in those countries, including the risk of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. The Index Components are issued by foreign companies in foreign securities markets. These stocks may be more volatile and may be subject to different political, market, economic, exchange rate, regulatory and other risks which may have a negative impact on the performance of the financial products linked to the Underlying Asset, which may have an adverse effect on the Notes. Also, the public availability of information concerning the issuers of the securities composing the EURO STOXX 50 Index will vary depending on their home jurisdiction and the reporting requirements imposed by their respective regulators. In addition, the issuers of the securities composing the EURO STOXX 50 Index may be subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. No Rights Against the Index Sponsor Investors will have no rights against the Index Sponsor even if the Index Sponsor decides to suspend the calculation of the Underlying Asset and this suspension adversely impacts the amount investors receive at maturity. If the Level or Price of the Underlying Asset or the Index Components Changes, the Market Value of the Notes May Not Change in the Same Manner The Notes may trade quite differently from the performance of the Underlying Asset, the Index Components or other exchange-traded or over-the-counter instruments based on the level of the Underlying Asset. Changes in the level or price, as applicable, of the Underlying Asset or the Index Components may not result in a comparable change in the market value of the Notes. The Policies of the Index Sponsor and Changes that Affect the Underlying Asset or the Index Components Could Affect the Amount Payable on the Notes, if Any, and Their Market Value The policies of the sponsor of the Underlying Asset (the "Index Sponsor") concerning the calculation of the levels of the Underlying Asset or additions, deletions or substitutions of the Index Components and the manner in which changes affecting such Index Components or their issuers, such as stock dividends, reorganizations or mergers, are reflected in the level of the Underlying Asset, could affect the levels of the Underlying Asset and, therefore, the amount payable on the Notes, if any, at maturity and the market value of the Notes prior to maturity. The amount payable on the Notes, if any, and their market value could also be affected if the Index Sponsor changes these policies, for example, by changing the manner in which it calculates the level of the Underlying Asset, or if the Index Sponsor discontinues or suspends calculation or publication of the level of the Underlying Asset, in which case it may become difficult to determine the market value of the Notes. If events such as these occur, the Calculation Agent may determine the amount payable, if any, at maturity. Interest If the Notes are switched by us to Fixed Rate Notes, you will receive $[500] in the aggregate as the sum of the Initial Coupon and the Fixed Coupons. The coupon paid on each relevant Coupon Payment Date will be as (i) the Initial Coupon accrued from the Pricing Date to the first Coupon Payment Date following the relevant Switch Notification Date, or (ii) a Fixed Coupon accrued from the prior Coupon Payment Date, to, but excluding, the relevant Coupon Payment Date. No coupon will accrue and be payable on your Notes after the Maturity Date if such Maturity Date is extended or if the Final Valuation Date is extended. A "Business Day" is any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which the principal securities market for the Underlying Asset or banking institutions in New York City, generally, are authorized or obligated by law, regulation or executive order to close. See generally "Coupon Mechanics" in the Product Supplement. 7 / 9

8 . THE UNDERLYING ASSET The Underlying Asset is the EURO STOXX 50 Index. Below is a description of the Underlying Asset. Unless otherwise stated, all information contained herein regarding the Underlying Asset is derived from publicly available sources and is provided for informational purposes only. Neither the Issuer nor BNPP Securities has independently verified, or makes any representation or warranty as to, the accuracy or completeness of, such information. Neither the Issuer, the Guarantor, nor any of their affiliates assumes any responsibilities for the adequacy or accuracy of information about the Underlying Asset. You should make your own investigation into the Underlying Asset. The STOXX Limited ("STOXX" or the "Index Sponsor") owns the copyright and all rights to its index. The Index Sponsor is under no obligation to continue to publish, and may discontinue publication of, the SX5E. The consequences of the Index Sponsor discontinuing or modifying the SX5E are described in the section entitled "Selected Risk Consideration" above. General The EURO STOXX 50 Index All information regarding the EURO STOXX 50 Index (the "SX5E") set forth herein reflects the policies of, and is subject to change by, STOXX Limited ("STOXX"), a company owned by Deutsche Börse AG and SIX Group AG. The SX5E is calculated, maintained and published by STOXX. The SX5E is reported by Bloomberg under the ticker symbol "SX5E <Index>". It is also published in The Wall Street Journal and disseminated on the STOXX website, Composition of the SX5E The SX5E is composed of 50 European blue-chip companies from within the Eurozone portion of the STOXX 600 Supersector indices. The STOXX 600 Supersector indices contain the 600 largest stock traded on the major exchanges of 18 European countries and are organized into the following 19 Supersectors: automobiles & parts; banks; basic resources; chemicals; construction & materials; financial services; food & beverage; health care; industrial goods & services; insurance; media; oil & gas; personal & household goods; real estate; retail; technology; telecommunications; travel & leisure; and utilities. Computation of the SX5E Publication of the SX5E was introduced on February 26, 1998, with a base value of 1,000 as of December 31, The SX5E is compiled and calculated as follows. It is calculated with the "Laspeyres formula", which measures price changes against a fixed base quantity weight. The SX5E is weighted by free float market capitalization. Each component's weight is capped at 10% of the SX5E's total free float market capitalization. Free float weights are reviewed quarterly and the SX5E composition is reviewed annually in September. Selection of Index Components Within each of the 19 SX5E Supersector indices, the component stocks are ranked by free float market capitalization. The largest stocks are added to the selection list until the coverage is close to, but still less than, 60% of the free float market capitalization of the corresponding SX5E Total Market Index (TMI) Supersector index. If the next-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to the selection list. Any remaining stocks that are current SX5E components are added to the selection list. The stocks on the selection list are ranked by free float market capitalization. In exceptional cases, the STOXX Limited Supervisory Board may make additions and deletions to the selection list. The 40 largest stocks on the selection list are chosen as components. Any remaining current components of the SX5E ranked between 41 and 60 are added as index components. If the component number is still below 50, then the largest remaining stocks on the selection list are added until the SX5E contains 50 stocks. The SX5E has an index divisor, which is adjusted to maintain the continuity of the SX5E's value across changes due to corporate actions such as: the issuance of dividends; the occurrence of stock splits; the stock repurchase by the issuer; and other reasons. Additional information on the SX5E is available on the following website: The information on this website is not part of or incorporated by reference in this Pricing Supplement, the Product Supplement, the Prospectus Supplement, or the Base Prospectus. License Agreement The Issuer entered into a non-exclusive license agreement with STOXX whereby the Issuer, in exchange for a fee, is permitted to use the SX5E in connection with the Notes. We are not affiliated with STOXX; the only relationship between STOXX and us is any licensing of the use of STOXX's indices and trademarks relating to them. The license agreement between STOXX and the Issuer provides that the following language must be set forth herein: "STOXX and its licensors (the "Licensors") have no relationship to the Issuer, other than the licensing of the EURO STOXX 50 Index and the related trademarks for use in connection with the securities. 8 / 9

9 STOXX and its Licensors do not: Sponsor, endorse, sell or promote the securities. Recommend that any person invest in the securities or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of securities. Have any responsibility or liability for the administration, management or marketing of the securities. Consider the needs of the securities or the owners of the securities in determining, composing or calculating the EURO STOXX 50 Index or have any obligation to do so. STOXX and its Licensors will not have any liability in connection with the securities. Specifically, STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about: The results to be obtained by the securities, the owner of the securities or any other person in connection with the use of the EURO STOXX 50 Index and the data included in the EURO STOXX 50 Index; The accuracy or completeness of the EURO STOXX 50 Index and its data; The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50 Index and its data; STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50 Index or its data; Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur. The licensing agreement between the Issuer and STOXX is solely for their benefit and not for the benefit of the owners of the securities or any other third parties. Historical Performance of SX5E The following graph sets forth the daily closing levels of SX5E from June 26, 2009 through June 26, We obtained the SX5E closing levels below from Bloomberg, L.P. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg, L.P. The historical levels of SX5E are provided for informational purposes only. You should not take the historical levels of SX5E as an indication of future performance, which may be better or worse than the levels set forth below. The closing level of SX5E on June 26, 2014 was [3,233.19]. 9 / 9