Natixis Structured Products : Products and Services

	KICS-Direct^®

	Structured Products

	Equity Risk Management


	Important Risk Disclosures

Risk Factors

Unlike ordinary debt securities, the return on the notes depends on changes in value of an equity security. As described in more detail below, the trading price of the notes may vary considerably before the Maturity Date due, among other things, to fluctuations in the price of the Reference Shares and other events that are difficult to predict and beyond our control. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the Reference Shares. You should carefully consider the following risks before investing in the notes.

You may lose a significant part of your investment in the notes.

We will not repay you a fixed amount of principal on the notes at maturity, and we are not liable for any loss of principal that you may incur due to fluctuations in the market price of the Reference Shares.

Your notes combine limited features of debt and equity. The terms of your notes differ from those of ordinary debt securities in that we will not pay you a fixed principal amount in cash at maturity if (a) the Final Reference Level is less than the Initial Reference Level and (b) the Knock-In Level Trigger has occurred. In such a circumstance, we will deliver to you a number of Reference Shares with a market value less than the Face Amount of your notes, and which value may be zero.

You may lose part or all of your investment if you sell the notes in the secondary market before they are redeemed. Even if the Redemption Amount is greater than the price you paid for the notes, it may, even taking into account the interest payable on the notes, not compensate you for a loss in value due to inflation and other factors relating to the value of money over time. Thus, even in those circumstances, the overall return you earn on your notes may be less than you would have earned by investing in a debt security that bears interest at a prevailing market rate.

The formula for determining the Redemption Amount does not take into account all developments in the market price of the Reference Shares.

If the Knock-In Level Trigger never occurs or the Final Reference Level is greater than or equal to the Initial Reference Level, changes in the market price of the Reference Shares will not be reflected in the Redemption Amount payable on the Maturity Date. If the Knock-In Level Trigger does occur and the Final Reference Level is less than the Initial Reference Level, the Redemption Amount will be less than the principal amount of your investment in the notes. Accordingly, even if the market price of the Reference Shares has risen at certain times during the term of the notes, you will not receive more than the principal amount of your investment, and could lose a significant portion of your investment.

We may be unable to deliver Reference Shares on the Maturity Date.

If certain events occur during the life of the notes, the notes will be redeemed by delivery of a number of Reference Shares in lieu of a cash payment on the Maturity Date. We do not presently hold the Reference Shares that would be delivered in such circumstances. If a Settlement Disruption Event occurs, we may be unable to provide the Reference Shares on the Maturity Date and the delivery of those Reference Shares may be delayed by as many as 60 days. If that occurs, you may not receive any payment (in Reference Shares or otherwise) on your notes for up to 60 days after the Maturity Date and will not be entitled to receive any additional payments, whether of interest or otherwise, as a result of the delay. See the definition of "Settlement Disruption Events" above for further details.

Past Reference Share performance is no guide to future performance.

The actual performance of the Reference Shares over the life of the notes, as well as the Redemption Amount, may bear little relation to the historical prices of the Reference Shares or to the hypothetical return examples set forth elsewhere in this pricing supplement. We cannot predict the future performance of the Reference Shares.

An increase in the market price of the Reference Shares may not increase the market value of your notes.

Owning the notes is not the same as owning the Reference Shares. Accordingly, the market value of your notes may not have a direct relationship with the market price of the Reference Shares, and changes in the market price of the Reference Shares may not result in a comparable change in the market value of your notes. If the price per Reference Share increases above the Initial Reference Level, the market value of your notes may not increase. It is also possible for the price of the Reference Shares to increase while the market value of your notes declines.

As calculation agent, Natixis Derivatives Inc. will have the authority to make determinations that could affect the market value of your notes and the Redemption Amount you receive.

As calculation agent for your notes, Natixis Derivatives Inc. will have sole discretion in making various determinations that affect your notes, including the Final Reference Level, the Redemption Amount, the amount payable on any acceleration, and the existence and effects of Market Disruption Events and Adjustment Events. The exercise of this discretion by Natixis Derivatives Inc. could adversely affect the value of your notes and may present Natixis Derivatives Inc. with a conflict of interest of the kind described below under the heading "There may be conflicts of interest between you and the agent or its affiliates."

You will have no shareholder rights in the Reference Shares.

Investing in the notes is not equivalent to investing in the Reference Shares. Neither you nor any other holder or owner of notes will have any voting rights, any right to receive dividends or other distributions or any other rights with respect to the Reference Shares by virtue of your holding notes.

Assuming no changes in market conditions or any other relevant factors, the value of your notes on the date of this pricing supplement (as determined by reference to pricing models used by Natixis Derivatives Inc.) is significantly less than the Face Amount of the notes.

The value or quoted price of your notes at any time, however, will reflect many factors and cannot be predicted. If the agent makes a market in the notes, the price quoted by the agent would reflect any changes in market conditions and other relevant factors, and the quoted price could be lower or higher than the original issue price, and may be lower than the value of your notes as determined by reference to pricing models used by the agent.

If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be significantly different (higher or lower) than any price quoted by the agent. Furthermore, if you are able to sell your notes, you will likely be charged a commission for secondary market transactions, or the price you realize will likely reflect a dealer discount.

There is no assurance that the agent or any other party will be willing to purchase your notes and, in this regard, the agent is not obligated to make a market in the notes.

The market price of your notes may be influenced by many unpredictable factors.

The following factors, nearly all of which are beyond our control, will influence the market value of your notes, as well as the Redemption Amount:

the market price of the Reference Shares at any time, in particular, whether the market price of the Reference Shares has fallen to or below the Knock-In Level,
the dividend rate on the Reference Shares. While dividend payments on the Reference Shares, if any, are not paid to holders of the notes, such payments may have an influence on the market price of the Reference Shares and therefore on the notes,
economic, financial, regulatory, political, military and other events that affect stock markets generally and the Reference Exchange in particular,
interest and yield rates in the market,
the time remaining until your notes mature, and
our creditworthiness.

These factors will influence the price you will receive if you sell your notes prior to maturity. If you sell your notes prior to maturity, you may receive less than the Face Amount of your notes. You cannot predict the future performance of the Reference Shares based on their historical performance.

Trading and other transactions by the agent or its affiliates in the Reference Shares may impair the value of your notes.

The agent or one or more of its affiliates may hedge its obligations under the swap that Natixis Derivatives Inc. expects to enter into with us relating to the notes by purchasing Reference Shares, options or futures on the Reference Shares or other instruments linked to the Reference Shares, and adjust the hedge by, among other things, purchasing or selling any of the foregoing, at any time and from time to time, and to unwind the hedge by selling any of the foregoing, perhaps on or before the Determination Date. The agent and its affiliates may also enter into, adjust and unwind hedging transactions relating to other notes whose returns are linked to the Reference Shares. Any of these hedging activities may adversely affect the market price of the Reference Shares and therefore the market value of your notes and the Redemption Amount we will pay on your notes. It is possible that the agent and its affiliates could earn substantial returns with respect to these hedging activities while the value of your notes declines.

The agent and its affiliates may also engage in trading in the Reference Shares or instruments whose returns are linked to the Reference Shares for their proprietary accounts, for other accounts under their management or to facilitate transactions, including block transactions, on behalf of customers. Any of these activities of the agent or its affiliates could adversely affect the market price of the Reference Shares and, therefore, the market value of your notes and the Redemption Amount we will pay on your notes. We may also issue, and the agent and its affiliates may also issue or underwrite, other securities or financial or derivative instruments with returns linked to changes in the market price of the Reference Shares. By introducing competing products into the marketplace in this manner, we or the agent or its affiliates could adversely affect the market value of your notes and the Redemption Amount we will pay on your notes.

There may be conflicts of interest between you and the agent or its affiliates.

As noted above, the agent and its affiliates expect to engage in trading activities related to the Reference Shares. These trading activities may present a conflict between your interest in your notes and the interests the agent and its affiliates will have in their proprietary accounts, in facilitating transactions, including block trades, for their customers and in accounts under their management. These trading activities, if they influence the market price of the Reference Shares, could be adverse to your interests as a beneficial owner of your notes.

The agent and its affiliates may, at present or in the future, engage in business with the issuer of the Reference Shares, including making loans to or equity investments in the issuer of the Reference Shares or its affiliates or providing advisory services to the issuer of the Reference Shares or its affiliates. These services could include merger and acquisition advisory services. These activities may present a conflict between the obligations of the agent or an affiliate of the agent and your interests as a beneficial owner of notes. Moreover, one or more of the agent's affiliates have published, and in the future expect to publish, research reports with respect to the issuer of the Reference Shares. Any of these activities by the agent or any of its affiliates may affect the market price of the Reference Shares and, therefore, the market value of your notes and the Redemption Amount we will pay on your notes.

Antidilution protection is limited and adjustments to the terms of the notes may not match actual developments with regard to the Reference Shares.

The calculation agent in its sole discretion will make adjustments to the Initial Reference Level and consequently the Knock-In Level and the Share Redemption Amount for certain events affecting the Reference Shares, including stock splits and certain corporate actions, such as mergers. The calculation agent is not required, however, to make such adjustments in response to all corporate actions, including if the issuer of the Reference Shares or another party makes a partial tender or partial exchange offer for the Reference Shares. If such a dilution event occurs and the calculation agent is not required to make an adjustment, the value of your notes may be materially and adversely affected. See the definition of "Adjustment Events" above for further details.

We are not responsible for any disclosure by the issuer of the Reference Shares.

We are not affiliated with the issuer of the Reference Shares. All disclosures contained in this pricing supplement regarding the issuer of the Reference Shares and the Reference Shares are derived from publicly available documents and other publicly available information. We have not participated in the preparation of these documents or made any due diligence inquiry with respect to the issuer of the Reference Shares in connection with the offering of the notes. We do not make any representation that such publicly available documents or any other publicly available information regarding the issuer of the Reference Shares are accurate or complete, and are not responsible for public disclosure of information by the issuer of the Reference Shares, whether contained in filings with the SEC or otherwise. Furthermore, we cannot give any assurance that all events occurring prior to the date of this pricing supplement, including events that would affect the accuracy or completeness of the public filings of the issuer of the Reference Shares or the market price of the Reference Shares (and consequently the Initial Reference Level, the Knock-In Level and Redemption Amount), will have been publicly disclosed. Subsequent disclosure of any of these events or the disclosure of or failure to disclose material future events concerning the issuer of the Reference Shares could affect the value received on any date with respect to your notes and, therefore, the trading prices of your notes. Any prospective purchaser of the notes should undertake an independent investigation of the issuer of the Reference Shares as in its judgment is appropriate to make an informed decision with respect to an investment in the notes.

The issuer of the Reference Shares is not involved in this offering of notes in any way, and has no obligation of any sort with respect to the notes. Thus, the issuer of the Reference Shares has no obligation to take your interests into consideration for any reason, including in taking any corporate actions that might affect the value of your notes. None of the money you pay for the notes will go to the issuer of the Reference Shares in any way.

The Determination Date and the Maturity Date may be postponed if a Market Disruption Event occurs.

If the calculation agent in its sole discretion determines that a Market Disruption Event has occurred or is continuing on the Determination Date, the Determination Date will be postponed until the first Trading Day on which no Market Disruption Event occurs or is continuing, but in no event will the postponement last for more than five Business Days. As a result, the Maturity Date of your notes may be postponed, although not by more than five Business Days. Thus, you may not receive the Redemption Amount until several days after the originally scheduled due date. Moreover, if the Final Reference Level is not available on the Determination Date, as so postponed, because of a continuing Market Disruption Event or for any other reason, the calculation agent in its sole discretion will nevertheless determine the Final Reference Level based on its assessment, made in its sole discretion, of the value of the Reference Shares at that time.

Secondary trading in the notes may be limited.

The notes are a new issue of securities with no established trading market. The notes will not be listed on any securities exchange or be included in any interdealer market quotation system and there may be little or no secondary market for the notes. In this regard, the agent and its affiliates are not obligated to make a market in the notes. Even if a secondary market for your notes develops, it may not provide significant liquidity, and we expect that transaction costs in any secondary market would be high. As a result, the differences between bid and ask prices for your notes in any secondary market could be substantial. If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be different (higher or lower) than any price quoted by the agent or its affiliates.

The U.S. Federal income tax treatment on the notes is uncertain, and the terms of the notes require you to follow the treatment that we will adopt.

There is currently no statutory, judicial or administrative authority that directly addresses the U.S. tax treatment of holders of the notes. Pursuant to the terms of the notes, by purchasing a note, you agree with us to treat such note as consisting of (1) a put option (the Put Option) that requires you to purchase the Reference Shares from us for an amount equal to the deposit if the Redemption Amount on the Maturity Date is the Share Redemption Amount, and (2) a deposit of cash in an amount equal to the principal amount of a note (the Deposit) to secure your potential obligation to purchase the Reference Shares. Accordingly, under this tax treatment, the stated interest payments on the notes are divided into two components for U.S. Federal income tax purposes, a portion of which is treated as interest on the Deposit and the remainder of which is attributable to your sale of the Put Option to us (the Put Premium). We are not requesting a ruling from the United States Internal Revenue Service (IRS) with respect to the notes, and we cannot assure you that the IRS will agree with the conclusions expressed in this pricing supplement or the accompanying prospectus supplement and prospectus. If the IRS successfully argues that the notes should be treated differently, then the timing and character of any inclusion in income in respect of your notes may be affected. Prospective investors should consult their own tax advisor and consider the U.S. Federal income tax consequences of investing in the notes under their particular situation. For more information, please review the U.S. Federal income tax discussion in the pricing supplement below and in the accompanying prospectus supplement and prospectus under "Taxation in the United States."

	KICS-Direct

	Structured Products

	Equity Risk Management