BNP will offer 29 BNP shares plus 13 guaranteed-value shares for 20 Paribas shares. BNP said in a statement that the guaranteed shares will be listed on the stock market.

A Paribas spokesman called the new BNP offer "stingy" and suggested that Societe Generale still has room for a counterbid.

In its current offer that was approved Thursday by France's stock-market watchdog, the Commission des Operations de Bourses, Societe Generale is offering five Societe Generale shares and 75 euros for eight Paribas shares.

BNP launched two offers for Societe Generale. The main offer consists of 15 BNP shares plus 60 euros in cash for seven Societe Generale shares. The second offer, which will equal to up to 30% of the Societe Generale shares swapped, consists of 11BNP shares for five Societe Generale shares. BNP said that its new bid is 5% higher than its original offer. Based on BNP's closing price Wednesday, the sweetened offer gives a 6.6% premium over Societe Generale's closing stock price on Wednesday and a 24.9% premium over Societe Generale's share price on March 9, when BNP made its initial offer. On Paribas's side, BNP said that if the average BNP share price in the 20 trading days before July 1, 2002 is below 100 euros, every guaranteed shareholder will receive the difference, up to 20 euros, in cash.

BNP's new offer to Paribas shareholders is 12.4% higher than the initial offer, BNP said. Based on Wednesday's closing price, the offer gives a 14.8% premium over Paribas's closing share price and a 45.2% premium over Paribas's share price on March 9.

In a statement, the Paris stock market regulator said it has registered BNP's new bid. BNP's sweetened offer comes after talks among the three banks, initiated by the Bank of France, failed to find a commonsolution.

"The choice between the competing industrial projects is put to the shareholders' decision," BNP said. Shareholding in the new group if the three banks merge under the new offer will be 32.3% for BNP, 32.7% for SocGen and 35% for Paribas, BNP said.

The Wall Street Journal