The ReConv Notes are interest bearing notes issued by SG Structured Products, Inc.  ("SGSP" or "the Issuer"), the payments on which are guaranteed by SGNY ("the Guarantor").

The ReConv Notes typically have the following terms:

• 1 Year Maturity
• High Quarterly Coupon
• The ReConv Notes are issued at par and in denominations of $1,000 per Note.
• The ReConv Notes are not redeemable by the Issuer or by the holder prior to maturity. Except in the event of an acceleration of maturity of the ReConv Notes (see "The Indenture-Defaults and Remedies" in the relevant Offering Memorandum), the principal of the ReConv Notes will be payable only at maturity.
• The ReConv Notes and the Guarantee are senior obligations of the Issuer and those of the Guarantor, respectively, and will rank pari passu with all of our other senior obligations and those of the Guarantor.

ReConv Notes are designed to offer high quarterly income payments in exchange for exposure to the risk of investing in equity securities, in general, and the reference share(s), in particular.  Accordingly, in deciding whether to invest in ReConv Notes, a prospective investor should consider the likelihood of whether, during the term of the Notes, the price of the reference share(s) will: (i) remain unchanged; (ii) appreciate only to a limited degree; or (iii) depreciate only by an amount that, when the interest payments on the ReConv Notes are taken into consideration, would not result in losses that you are unwilling or unable to bear.

Investors who are unwilling to invest in equity securities and the reference share(s) in particular or those that seek the lower risk of a money market, treasury or agency bonds, or other traditional fixed-income instruments should not purchase ReConv Notes.

Unlike ordinary debt securities, the ReConv Notes do not guarantee any return of principal at maturity. Instead, at maturity, the Issuer will pay a Redemption Amount that will depend on the Market Price of the Reference Share on the Valuation Date ("Final Share Price"):

• If the Final Share Price of the Reference Share is equal to or greater than the Conversion Price, the Issuer will pay the Cash Delivery Amount, which equals 100% of the principal amount of the ReConv Notes.
• If the Final Share Price is less than the Conversion Price, the holder will receive the Physical Delivery Amount, which equals a fixed number of shares of the Reference Shares plus an amount in cash representing some fractional shares (if applicable) for each of the ReConv Notes held.

The Redemption Amount is subject to adjustment (for split, share dividends, etc.) as described in "Antidilution Adjustments" in the relevant offering memorandum. If the Final Share Price of the Reference Share is below the Conversion Price, the value of the Reference Shares delivered by the Issuer as the Physical Delivery Amount will be less than the principal amount of your ReConv Notes.

The Conversion Price is usually equal to 100% of the Market Price of the Reference Share on the issue date. The Issuer may, under certain circumstances to be determined by, and at the sole option of, Société Générale, pay you, in lieu of the Physical Delivery Amount, the cash equivalent of such shares with a per share price equal to the Final Share Price.

However, the Issuer is expected to deliver the Physical Delivery Amount if the Final Share Price is less than the Conversion Price and do not expect to deliver cash in lieu of the Physical Delivery Amount.

Each ReConv Note represents an initial principal amount of $1,000.

The minimum initial investment in the ReConv Notes and the minimum unit for transfer is:

• $5,000 (five ReConv Notes) for taxable accounts or
• $2,000 for retirement accounts (two ReConv Notes),

Any Agent selling or making a market in the ReConv Notes may set larger minimum purchase or transfer amounts.

SGSP 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").

ReConv Notes are most appropriate for purchase and holding until maturity.  SG Americas Securities LLC. is committed to maintain a secondary market from the payment date up to the maturity of the ReConv notes.  Any broker-dealer may access these secondary market quotations from Reuters, Bloomberg and the Internet. While some of the other placement agents may choose to make a market in ReConv Notes, they will not be required to.  The ReConv Notes will not be listed on any stock exchange.

By virtue of the guarantee, ReConv Notes implictly share the ratings of the guarantor, SGNY, and its parent company, Societe Generale.  Obligations of Societe Generale are currently rated as follows:

• Moody's Investor Services :"P1" for short term and "Aa2" for long term;
• Standard & Poor's Rating Services "A1+" for short term and "AA-" for long term; and
• Fitch IBCA: "F1+" for short term and "AA" for long term.

• Enhanced Coupon. The ReConv Notes provide a higher coupon than would generally be paid on notes of an issuer with a comparable credit rating.
• Enhanced Potential Yield. In the event that the price of the Reference Share remains relatively unchanged, ReConv Notes may provide enhanced performance to investors compared with owning the Reference Share.
• Diversification. The ReConv Notes linked to the Reference Share may help to broaden an existing portfolio mix of stocks, bonds, mutual funds and cash.

The terms of the ReConv Notes require (in the absence of an administrative or judicial ruling to the contrary) that,for tax purposes, ReConv Notes be treated as consisting of two components: (1) a non-contingent debt instrument issued by the Issuer; and (2) a put option on the reference share(s) which you sold to the Issuer.  Under this tax treatment, the interest paid is divided into two components for tax purposes. The interest on the debt component is taxed as ordinary income in the year it is received or accrued depending on your method of accounting for tax purposes.  The option component is generally not taxed until sale or maturity. At maturity, the option component is taxed as a short term capital gain if the price of the reference share(s) is at or above the Conversion Price.  If the reference share(s) is less than the Conversion Price and the Issuer delivers the reference share(s) in exchange for the ReConv Notes, the option component will reduce your tax basis in the reference share(s) you receive.  For a more detailed explanation, please refer to the section entitled "United States Tax Considerations" in the relevant Offering Memorandum.

Example:
Initial Investment
Dollars invested in the Reconv Notes: $1,000
Annual coupon: 16%
Fixed income component of coupon: 6% (the "comparable yield" as stated in the relevant Offering Memorandum)
Option component of income: 10%
Initial stock price of XYZ company: $100
Number of shares received if stock price at maturity has declined from the initial price: 10
=> $1,000 par amount/initial stock price of $100 = 10 shares of XYZ common stock :

Potential Outcomes at Maturity:
1) If XYZ common stock is at or above $100 at maturity, then the investor receives repayment of principal ($1,000) and the investor recognizes short term capital gains tax on the option component of income which is $100.

2) If XYZ common stock is below $100 at maturity, then the investor receives 10 shares of XYZ common stock the market value of which depends on the stock price of XYZ company. The net cost basis of the stock would be $900 (or $90 per XYZ stock) because it equals (i) the Initial Investment of $1,000 less (ii) the total interest of $100 on the option component. No taxable event will occur until disposition of the shares by the holder.

You should note that in the description of the two potential outcomes above the tax event would not occur until either the repayment of principal or delivery of shares is made at maturity of the Reconv Notes

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 ReConv Notes.  As described above in the "How liquid are the ReConv Notes ?" section, SG Americas Securities LLC. is committed to maintain a secondary market from the Settlement Date until the Maturity Date of the ReConv 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 Redemption Amount (including the components thereof) and in determining whether a "Market Disruption Event" has occurred.  Additionally, the Issuer will lend to Société Générale the net proceeds of the sale of the ReConv Notes, and Société Générale Paris will be obligated to remit to the Issuer all amounts due on the ReConv Notes when such amounts are due and payable (whether at scheduled maturity or accelerated maturity). 

By investing in the ReConv Notes, the investor assumes the risk that the final share price of the reference share(s) may fall below the Conversion Price, causing the value of the amount received at maturity to fall below the principal amount invested.  Therefore, like an investment in the reference share(s), the investor is exposed to the risk of such decline in the price of the reference share(s) during the term of the ReConv Notes.  However, unlike an investment in the reference share(s), the investor is not entitled to benefit from any increase in the value of the reference share(s) over the Conversion Price. In addition, the investor will not be entitled to receive any dividends or similar payments on the reference share(s). Instead, the investor will receive a higher coupon than would generally be paid on notes of Société Générale or an issuer with a comparable credit rating.

An investment in ReConv Notes involves significant risks.  Potential investors should carefully consider these risks in making a determination of whether to invest.  Among other things, ReConv Notes are exposed to the same downside price risk as the reference share(s) and do not provide protection of principal. In addition, ReConv Notes do not have the same price appreciation potential as the reference share(s) because at maturity, the value of the ReConv Notes cannot appreciate above their principal amount. If the value of any increase in the price of the reference share(s), together with any dividends or other amounts distributed by or on behalf of the issuer in respect of the reference share to the holder thereof, during the term of the ReConv Notes, exceeds the total amount of coupon received on the ReConv Notes, a comparable direct investment in the Reference Share during the term of the ReConv Notes would provide better returns than an investment in the ReConv Notes.

The Issuer's parent, Société Générale, also may have potential conflicts of interest relative to the holders of the ReConv Notes that could potentially affect its determination of adjustments made to the ReConv Notes.  Trading activity by Société Générale and its affiliates in the Notes, the reference shares(s), or other instruments of the issuer of the reference share(s) could potentially affect the price of the reference(s) and, accordingly, could affect the amount payable to investors on the Notes.

For a more detailed explanation of the foregoing as well as other risk factors, please refer to the section entitled "Risk Factors" in the relevant Offering Memorandum Supplement.

ReConv Notes will be issued subject to certain conditions set forth in an agency agreement providing that SG Americas Securities LLC. and other placement agents shall use reasonable best efforts to offer and sell the ReConv Notes to investors on an agency basis.  It is anticipated that Countrywide Securities Corporation ("Countrywide") will act as one of such agents pursuant to a Participation Agreement, dated June 28, 2001, between SG Americas Securities LLC. and Countrywide.

ReConv Notes will be offered to investors at the price set forth on the cover page of the relevant Offering Memorandum Supplement and will also be offered to SG Americas Securities LLC. and the other placement agents at that price. Each agent, including SG Americas Securities LLC., will receive a commission, typically up to 2% of the aggregate principal amount of ReConv Notes sold, on a specific series.