The SG PRO Notes are index-linked debt securities issued by SG Structured Products Inc. (the "Issuer") and guaranteed by Société Générale New York Branch ("SGNY" or the "Guarantor"). The SG PRO Notes and the SGNY guarantee will represent direct unsubordinated obligations of the Issuer and SGNY, respectively, and will rank pari passu with all other unsubordinated obligations of the Issuer and SGNY, respectively. The SG PRO Notes mature on the Maturity Date and do not provide for earlier redemption by the Issuer or you. The Issuer will not make any payments on the SG PRO Notes until maturity.

Each SG PRO Note represents an initial principal amount of $1,000. The minimum initial investment in the SG PRO Notes is $5,000 (five SG PRO Notes) for taxable accounts or $2,000 for retirement accounts (two SG PRO Notes), with amounts in excess thereof in integral multiples of $1,000.

Any registered broker-dealers with which SG Americas Securities LLC. has arranged for the sale of the SG PRO Notes may set their own minimum amounts for purchase of the SG PRO Notes, provided that such minimum amounts must be at least $5,000 for taxable accounts and $2,000 for retirement accounts.

You will not have the right to receive physical notes evidencing your ownership except under limited circumstances; instead the Issuer will issue the Notes in the form of a global note which will be registered in the name of Cede & Co., as nominee of The Depositary Trust Company ("DTC"). DTC will act as securities depositary for the SG PRO Notes and will record ownership and transfer of the SG PRO Notes in book-entry only form. Direct and indirect participants in DTC will record beneficial ownership of the SG PRO Notes by individual investors.

The PROs are rated Aa3 by Moody's Investor Services.

The SG PRO Notes are designed for investors who want to protect their entire investment by receiving 100% of their initial principal at maturity, while also having the opportunity to participate in a possible increase in the value of the underlying Index during the term of the SG PRO Notes.

The amount you will receive at maturity for each SG PRO Note (the "Maturity Redemption Amount"), whether at scheduled maturity or upon acceleration, will equal 100% of the principal amount of the Note plus a return (the "Index Return"), if any, linked to the performance of the Index. The computation of the return differs for each PRO Series as does the underlying index. Some Series are indexed to the Nasdaq 100 Index, others are linked to the Dow Jones Industrial Average or the Standard & Poor's 500. Some PRO Series use an annual, semi-annual or quarterly performance compounding feature, others have an annual Call Right, a Best Of feature, a fix coupon, etc.  For more details see the relevant Offering Memorandum.

The Issuer

The Issuer, SG Structured Products, Inc. ("SGSP"), is an indirect, wholly-owned subsidiary of  Société Générale. It is a corporation, organized as a business corporation under the laws of the State of New York, on January 19, 2000, with its sole offices in New York City.  The sole purpose of SGSP is to issue one or more series of structured products and on-lending the proceeds from the sale of such structured products to Société Générale.  The Issuer has not and will not publish financial statements on an interim basis or otherwise (except for such statements, if any, that it is required by applicable law to publish), because the Issuer will not have any operations independent from Société Générale and its obligations under each series of Notes will be guaranteed by SGNY to the extent set forth in the Offering Memorandum and in the Offering Memorandum Supplement relating to each such series.

Société Générale

Société Générale, a French banking corporation, is the most important constituent entity of the Société Générale Group (the "Group"). The Group is an international banking and financial services group based in France that includes approximately 300 French and foreign banking and non-banking companies. The Group also holds (for investment) minority interests in industrial and commercial companies.  At December 31, 2002, the Group had total consolidated assets of 501.3 billion Euros, total customer loans of 174.1 billion Euros, total customer deposits of 152.8 billion Euros, and shareholders’ equity 15.7 billion Euros.  At December 31, 2002 the buying rate expressed in U.S. dollars per Euro was 1.0487 U.S. dollars.  The foregoing financial figures have been derived from, and are qualified by reference to, the Group’s audited consolidated financial statements and notes thereto (including Note 1 which contains a discussion of the significant accounting principles applied) that are contained in the Group’s December 31, 2002 Annual Report. Such financial statements are prepared in accordance with French generally accepted accounting principles, which differ in certain significant respects from generally accepted accounting principles in the United States. Certain annual and interim reports may also be obtained at the Group’s investor relations website, http://www.socgen.com.

At December 31, 2002, Société Générale had total consolidated assets of 386.6 billion Euros, total customer loans of 121.5 billion Euros, and total customer deposits of 117.6 billion Euros.

SGNY

SGNY, the Guarantor, is the New York Branch of Société Générale. SGNY is licensed by the Superintendent of Banks of the State of New York (the Superintendent) under New York Banking Law and is subject to the supervision, examination and regulation by the Board of Governors of the Federal Reserve System and the Superintendent of Banks of the State of New York. The system of banking regulation and supervision to which SGNY is subject is substantially equivalent to that applicable to banks doing business in the State.

Please refer to the Offering Memorandum for additional information regarding the Issuer, Société Générale, and SGNY.

An affiliate of the Issuer, SG Americas Securities LLC., is the Principal Agent for the sale of the SG PRO Notes. As described above in the "-What About Liquidity?" section, under ordinary market conditions, SG Americas Securities LLC. is committed to maintain a secondary market from the Settlement Date until the Maturity Date of the SG PRO Notes.

The Issuer's parent, Société Générale, acting through its head office in Paris, France, will serve as the Issuer's agent (the "Calculation Agent") for purposes of calculating the Maturity Redemption Amount (including the components thereof) and in determining whether a "Market Disruption Event" has occurred.

An investment in PROs is subject to a number of risks not associated with similar investments in conventional securities. While investors are entitled to repayment of principal at maturity (as described above), in considering whether to make an investment in PROs, prospective purchasers should carefully consider the following risk factors: (1) they may not realize any return on the underlying reference asset; (2) there will be no periodic payments of interest as there would be on a conventional fixed-rate or floating rate debt security of comparable maturity and, accordingly, the effective yield at maturity may be less than that which would be payable on such a conventional fixed-rate or floating rate debt security; (3) the returns will not include any dividends paid on the underlying reference asset; (4) PROs are subject to the risks of an investment in a broad-based portfolio of common stocks, including the risk that the general level of stock prices may decline; and (5) there can be no assurance there will a liquid secondary market for the PROs.

Prospective investors should also be aware that PROs are not registered under the Securities Act or under any state securities laws. Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission or regulatory authority has reviewed the PROs or any aspect of the PROs investment program. Nor has the Commission or any regulatory authority reviewed or passed upon the accuracy or adequacy of the Offering Memorandum or Offering Memorandum Supplement.

For a more detailed description of risk factors, please refer to the relevant Offering Memorandum Supplement.

If you are a United States individual or entity you generally will be taxed for each year you hold SG PRO Notes on an amount of interest income based upon the "comparable yield" of the SG PRO Notes, even though you will not receive any payment until maturity. In addition, any gain you may recognize on a sale, exchange or other disposition of the SG PRO Notes will be taxed as ordinary interest income. The "comparable yield" is determined solely to calculate the amount you will be taxed on prior to maturity and is neither a prediction nor a guarantee of what the actual yield will be

The table below is an example of the typical tax computations for each year. This example uses a 3.41% comparable yield.

Accrual Period	OID during the accrual period (per U.S.$100,000)	Cumulative OID at the end of accrual period (per U.S.$100,000)
30-Oct-02 31-Dec-02	$579.23	$579.23
01-Jan-03 31-Dec-03	$3 429.75	$4 008.98
01-Jan-04 31-Dec-04	$3 546.71	$7 555.69
01-Jan-05 31-Dec-05	$3 667.65	$11 223.34
01-Jan-06 31-Dec-06	$3 792.72	$15 016.06
01-Jan-07 31-Oct-07	$3 245.09	$18 261.15
Total	$18 261.15

United States Holders

Accrual of OID

Under applicable United States federal income tax regulations, the amount of OID on a PRO for each "accrual period" is determined by multiplying the comparable yield of each Series of PRO (adjusted for the length of the accrual period) by the PRO's "adjusted issue price" relevant for each Series, at the beginning of the accrual period. The "accrual period" may be any length selected by a holder and may vary over the term of the PRO as long as no accrual period is longer than one year. Generally, the "adjusted issue price" as of the beginning of an accrual period is equal to the PRO's issue price, increased by the amount of OID previously accrued on the PRO. The amount of OID so determined for such accrual period is then allocated on a ratable basis to each day in the accrual period that the United States Holder held the PRO. Under these rules, a United States Holder will have to include in income increasingly greater amounts of OID in successive accrual periods, because the adjusted issue price of the PROs will increase while the comparable yield will remain constant.

Taxation of the Index Return

If the actual Index Return is greater than the Assumed Final Payment Amount, the excess will be a "positive adjustment," treated as additional interest income. If the actual Index Return is less than the Assumed Final Payment Amount, the deficiency will be a "negative adjustment." Such negative adjustment will be applied first to reduce the OID accrued for the year in which the Index Return is paid. Any remainder of such negative adjustment will be treated as an ordinary loss, not subject to limitations on the deductibility of miscellaneous deductions.

Sale or Exchange of SG PROSM Notes

A U.S. Holder of a SG PRO Note will recognize gain or loss on the sale, exchange or other disposition of the SG PRO Note, to the extent that the amount realized is more or less than its purchase price, increased by the OID previously accrued by the owner on the SG PRO Note. In general, any gain realized by a U.S. Holder on the sale, exchange or other disposition of a SG PRO Note will be treated as ordinary interest income. Any loss recognized on a sale, exchange or other disposition of a SG PRO Note will generally be treated as an ordinary loss to the extent of the OID previously accrued by such U.S. Holder on the SG PRO Note, which would not be subject to the limitations on the deductibility of miscellaneous deductions. Any loss in excess of such accrued OID would be treated as a capital loss. The deductibility of capital losses by U.S. Holders is subject to limitations.

Tax Exempt Investor

For investors that are tax exempt individual retirement accounts, pension plans and charitable or educational organizations (a "Tax Exempt Investor"), OID and gain from SG PRO Notes will not constitute unrelated business taxable income unless the SG PRO Notes constitute "debt financed property" as to such Tax Exempt Investor.