Bond BPCe 2.52% ( FR0010101949 ) in USD

BPCe

100 % ⇌

France

FR0010101949 ( in USD )

2.52% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond BPCE FR0010101949 en USD 2.52%, maturity Perpetual

30/09/2025 ( In 143 days )

BPCE is a French banking group formed by the merger of several regional banking networks, primarily operating through its two main subsidiaries, Banque Populaire and Caisse d'Epargne.

The Bond issued by BPCe ( France ) , in USD, with the ISIN code FR0010101949, pays a coupon of 2.52% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

BASE PROSPECTUS

CAISSE NATIONALE DES CAISSES D'EPARGNE
ET DE PREVOYANCE
Euro 30,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue

Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Caisse Nationale des Caisses d'Epargne et de Prévoyance (the "Issuer" or
"CNCEP" or "CNCE"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes under the Programme (the
"Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 30,000,000,000 (or the equivalent in other currencies).
This Base Prospectus replaces and supersedes the Base Prospectus dated 30 July 2007.
This Base Prospectus shall be in force for a period of one year as of the date set out hereunder.
Application has been made for approval of this Base Prospectus to the Commission de surveillance du secteur financier (the "CSSF") in Luxembourg in its capacity as competent authority under
the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 which implements the Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities
are offered to the public or admitted to trading (the "Prospectus Directive").
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated market and
to be listed on the official list of the Luxembourg Stock Exchange.
The Luxembourg Stock Exchange is a Regulated Market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (a "Regulated Market").
However, Notes which are not admitted to trading on a Regulated Market in a Member State of the EEA may be issued pursuant to the Programme. The relevant final terms (the "Final Terms")
(forms of which are contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading, and, if so, the relevant Regulated Market in the EEA.
The relevant Final Terms (forms of which are contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and, if so, the relevant stock
exchange.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-4 of the French Code monétaire et financier. No physical documents of title will be issued in
respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France ("Euroclear
France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination(s), Title,
Redenomination and Method of Issue") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully
registered form (nominatif pur), in which case they will be inscribed with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form
(nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a
"Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for definitive Materialised Notes
in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as
described in "Temporary Global Certificates issued in respect of Materialised Bearer Notes") upon certification as to non US beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common
depositary for Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or
Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below).
The final terms of the relevant Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Unless otherwise specified in the applicable Final Terms, it is expected that the Notes issued under the Programme will be rated as follows:

Status of the Notes
Rating given by
Rating given by

Rating given by Standard

Fitch Ratings
Moody's Investors Service

& Poor's Ratings Services
Unsubordinated Notes (long term)
AA-
Aa2 AA
Unsubordinated Notes (short
term)
F1+
P-1 A-1+
Subordinated Notes (Lower Tier 2)
A+
Aa3

AA-
Subordinated Notes (Upper Tier 2)
A+

A+
Subordinated Notes (Tier 1)
A+

Fitch Ratings, Moody's Investors Service and Standard & Poor's Ratings Service will only rate Tier 3 Subordinated Notes (as defined herein), on a case-by-case basis. Moody's Investors
Service and Standard & Poor's Ratings Services will only rate Tier 1 Subordinated Notes (as defined herein), on a case-by-case basis. Moody's Investors Service will only rate Upper
Tier 2 Subordinated Notes (as defined herein), on a case-by-case basis. Structured Senior Notes or other Notes issued pursuant to the Programme may be unrated or rated differently in
certain circumstances. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to Notes issued under the Programme. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

Arranger
Deutsche Bank
Dealers
ABN AMRO
Barclays Capital
BNP PARIBAS
Caisse Nationale des Caisses d'Epargne et de Prévoyance
Citi
Daiwa Securities SMBC Europe
Deutsche Bank
Goldman Sachs International
HSBC
JPMorgan
Lehman Brothers
Merrill Lynch International
NATIXIS
Nomura International
The Royal Bank of Scotland

The date of this Base Prospectus is 24 June 2008

This Base Prospectus (together with any supplements to this Base Prospectus published from time to
time (each a "Supplement" and together the "Supplements") comprises a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") in respect of, and for the
purpose of giving information with regard to, the Issuer and its subsidiaries (together with the Issuer,
the "CNCE Group") which is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profit and losses and prospects of the Issuer.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Dealers or the Arranger (each as defined in "General Description of the Programme").
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the
CNCE Group since the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial position of the
Issuer or the CNCE Group since the date hereof or the date upon which this Base Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the
Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and include Materialised Notes in bearer form that are subject to U.S.
tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States or to the account or benefit of U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S") or, in the case of Materialised Notes in bearer form, the U.S. Internal
Revenue Code of 1986, as amended (the "U.S. Internal Revenue Code")). For a description of certain
restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription
and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers (other than CNCEP in its capacity as Issuer) have not separately verified
the information contained in this Base Prospectus. None of the Dealers (other than CNCEP in its
capacity as Issuer) or the Arranger makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements or any other information
incorporated by reference are intended to provide the basis of any credit or other evaluation and should
not be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any
recipient of this Base Prospectus or any other financial statements or any other information
incorporated by reference should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase
of Notes should be based upon such investigation as it deems necessary. None of the Dealers (other than
CNCEP in its capacity as Issuer) or the Arranger undertakes to review the financial condition or affairs
of the Issuer or the CNCE Group during the life of the arrangements contemplated by this Base
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to
the attention of any of the Dealers or the Arranger.

2

In connection with any Tranche (as defined in Condition 1(e) of the Terms and Conditions of the Notes
"Form, Denomination(s), Title, Redenomination and Method of Issue"), one of the Dealers may act as a
stabilising manager. The identity of the stabilising manager will be disclosed in the relevant Final
Terms. References in the next paragraph to "the issue of any Tranche" are to each Tranche in relation
to which a stabilising manager is appointed. Any such transactions will be carried out in accordance with
applicable laws and regulations.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"),
the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or
persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s)
(or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final
terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the
date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment shall be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the currency of the participating member states of the European
Economic and Monetary Union which was introduced on 1 January 1999, references to "£", "pounds
sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom references to "$",
"USD" and "U.S. Dollars" are to the lawful currency of the United States of America, references to "¥",
"JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan and references to "CHF" and
"Swiss francs" are to the lawful currency of the Helvetic Confederation.

3

TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 5
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 16
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 24
BASE PROSPECTUS SUPPLEMENT ........................................................................................................... 26
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ............... 27
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 28
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES
................................................................................................................................................................. 58
USE OF PROCEEDS....................................................................................................................................... 59
INFORMATION ABOUT THE ISSUER......................................................................................................... 60
RECENT DEVELOPMENTS.......................................................................................................................... 74
TAXATION ...................................................................................................................................................... 75
SUBSCRIPTION AND SALE ......................................................................................................................... 77
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF AT LEAST EURO 50,000 TO BE ADMITTED TO TRADING ON A
REGULATED MARKET ........................................................................................................................ 80
GENERAL INFORMATION ........................................................................................................................... 94

4

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not
in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes
issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in
connection with any Notes for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding any Notes are exhaustive. Prospective investors should also read all the
information set out elsewhere in this Base Prospectus (including any documents deemed to be incorporated by
reference herein), the applicable Final Terms and reach their own views in light of their financial
circumstances and investment objectives prior to making any investment decision.
These risk factors may be completed in the Final Terms of the relevant Notes for a particular issue of Notes.

RISK FACTORS RELATING TO THE ISSUER
Groupe Caisse d'Epargne's business involves the following main risks:
·
credit or counterparty risks;
·
liquidity and interest rate risks;
·
market risks;
·
intermediation and settlement risks;
·
operational risks;
·
legal risks;
·
compliance risks;
·
IT risks.
Groupe Caisse d'Epargne has set up risk management processes adapted to its decentralized organization and
the diversified businesses of its entities. These processes are designed to manage the risks inherent in all of the
Group's activities and operations, as well as to ensure compliance with regulations, professional practice and
Group standards.
Most of these functions are performed by the CNCE's Group Risk Management (GRM) function and Group
Security and Compliance (GSC) units.
These units report to the CNCE Management Board in compliance with regulatory principles, in particular
CRBF regulation no. 97-02 (as amended).
The Risk Management and Compliance/permanent control functions include the Group Risk Management and
Group Security and Compliance units and the Risk Management and Compliance/permanent control units of
the various entities (Caisses d'Epargne and subsidiaries).

5

The Group Internal Control Oversight Committee, which brings together all of the departments involved in
measuring and monitoring risks, is chaired by the Chief Executive Officer of the CNCE. It ensures that this
work is carried out in a consistent, coordinated and comprehensive manner throughout Groupe Caisse
d'Epargne. It may be contacted by Risk and Compliance Officers in relation to any inconsistencies or
shortcomings identified in relation to risk management processes.
As Natixis is affiliated to two central institutions: the Caisse Nationale des Caisses d'Epargne ("CNCE") and
the Banque Fédérale des Banques Populaires ("BFBP"), and to allow them to exercise joint control over their
joint subsidiary, procedures have been implemented to coordinate the permanent and periodic controls
processes and ensure effective internal control throughout the new entity. The head of Risk at Natixis reports
to the risk directors at the CNCE and BFBP.
Credit and counterparty risk management
·
rating using an internal ratings-based approach tailored to the class of assets to which the customer or
transaction belongs,
·
assigning credit exposure limits: exposure by country, by economic sector (for large corporations,
SMEs and self-employed professionals) and by customer/counterparty.
Major counterparties account for 48.1% of Group exposures, and are mainly the result of operations carried
out with banks and large corporations. The bulk of exposures result from credits and loans relating to the
individual Caisses d'Epargne, Crédit Foncier and Natixis. GCE's top ten counterparties in the large corporates
sector account for 15% of its total exposure to this sector. Concentration risk is highest in the banks and
sovereign sectors (including 50% of Natixis).
Asset / liability management (ALM) risks
In its role as the central institution, the CNCE is responsible for asset-liability management ("ALM") at
consolidated level. The oversight arrangements put in place by GCE's ALM unit cover the Commercial
Banking division (the individual Caisses d'Epargne, Banque Palatine and Financière Océor, which use a
common ALM management application), the Crédit Foncier group, the CNCE (on an individual basis),
Eurosic, Nexity and Natixis. Global risk oversight is based on a Group ALM Committee and a Commercial
Banking ALM Committee. Each of the Group's credit institutions also has an ALM Committee and is
responsible for its own ALM risk management in line with Group standards and exposure limits. Natixis' risk
exposures are monitored by the CNCE and BFBP via the Global Risks Committee set up as part of the two-tier
management structure.
The one-month liquidity ratio is calculated for each entity and must be 100% or above. The liquidity ratio
remained above this threshold throughout the year, while one-month liquidity ratio for the CNCE parent
company entity averaged 178% in 2007.
Liquidity risk exposure for GCE's main entities and consolidated exposure (excluding Natixis) is tracked on a
quarterly basis by the GCE ALM Committee using static gap analysis. Natixis has its own system of liquidity
exposure limits. During 2007, no entity exceeded its static gap limit and limits were also maintained at
consolidated Group level.
Interest rate risk management - The interest rate sensitivity of net present value to a 200bp change across the
yield curve is calculated at the level of GCE's main entities and on a consolidated basis (excluding Natixis2).

2 The consolidation of Natixis from a risk management perspective is scheduled for 31 December 2008 in line with the Natixis risk management
convergence plan.

6

As of 30 September 2007, the interest rate sensitivity of GCE's net present value came out at 8.6% of capital.
Neither the sensitivity limit nor the reporting threshold for interest rate sensitivity were exceeded during 2007.
Currency risk management - The residual foreign currency positions held by the Group (excluding Natixis) are
not material because substantially all foreign currency assets are match funded in the same currency. Natixis'
structural foreign currency positions on net investments in foreign operations refinanced by buying currency
forwards are tracked on a quarterly basis by its ALM Committee.
Market and financial risks
Market risks are assessed using a variety of synthetic methods including Value-at-Risk analysis (or "VaR").
VaR estimates potential losses for each activity based on a 99% confidence level and a 1-day holding period.
Based on the definition of proprietary trading, consolidated 1-day VaR based on a 99% confidence level was
set at 7 million for the Caisses d'Epargne taken as a whole. The 1-day VaR limit based on a 99% confidence
level has been set at 2.5 million for the CNCE's trading portfolio and a VaR limit based on a 1-day holding
period and a 99% confidence level has been set at 0.5 million for proprietary trading operations carried out by
the Group's specialized subsidiaries. This limit was adhered to throughout the year.
A new product approval procedure and an approved-product list are used to manage the exposures incurred by
financial operations in the Commercial Banking division. The specific investments in regulated and
unregulated funds are included in the capital risk management process but are also tracked using a number of
other special procedures.
Operational risks
Operational risk is defined as the risk of direct or indirect losses resulting from inadequate or failed internal
processes, people and systems or from external events. Groupe Caisse d'Epargne will currently use the
standard Basel II method to measure the capital to be held concerning operational risk.
Compliance risk
The Compliance function is structured under the Group Security and Compliance unit of the CNCE, which
reports to the Chief Executive Officer. A Compliance function charter drawn up by the Group Security and
Compliance unit has been provided to all Groupe Caisse d'Epargne entities along with a standard internal
control organization for all Group entities. Independent Compliance and permanent control units are in place
within the individual Caisses d'Epargne and subsidiaries. The financial and human resources assigned to these
units are adapted to the size of each entity and its business activities, and include an anti-money laundering
unit.
In 2007, a large amount of time was taken up with implementing the new Markets in Financial Instruments
Directive (MiFID) which has far reaching impact on compliance in the area of customer relations. The
directive introduces customer classification, a clearer definition of the duty to provide appropriate advice in the
best interests of customers, and increased levels of disclosure to customers.
Legal risk
Claims regarding the distribution of Livret A savings accounts.
The special distribution rights for Livret A savings accounts granted to the networks of the Caisses
d'Epargne and La Banque Postale have been the subject of an investigation by the European Commission
and are currently subject to a comprehensive review by the French authorities. Pursuant to a decision of
10 May 2007, the European Commission asked the French authorities to amend their legislation within
nine months. Such an amendment could potentially impact the Caisses d'Epargne's revenues.

7

As part of its retail banking offering, Groupe Caisse d'Epargne is one of only two French banks to offer
customers the possibility of opening Livret A savings accounts (the other being La Banque Postale). Livret A
accounts are part of a state-sponsored initiative to finance the construction of social housing and they offer
customers a fixed, tax-exempt rate of interest. In consideration for the fulfillment of general interest
assignments entrusted to the individual Caisses d'Epargne, Groupe Caisse d'Epargne receives an
intermediary's fee at a rate determined by the French state. In June 2006 the European Commission launched
an investigation to determine whether the special distribution rights for Livret A and Livret Bleu savings
accounts granted to the networks of Caisses d'Epargne, La Banque Postale and Crédit Mutuel (responsible for
the Livret Bleu) were compatible with European regulations governing the freedom of establishment and
freedom to provide services.
In May 2007, the European Commission asked the French authorities to amend their legislation within nine
months on the grounds that it contravened Community law. The French government filed an appeal against this
decision before the Court of First Instance of the European Communities on 23 July 2007; a petition was also
filed by the Caisses d'Epargne in this respect before the same court on 30 July 2007.
Alongside this action before the European authorities, the French Prime Minister, François Fillon, asked
Michel Camdessus, Honorary Governor of the Banque de France, to study, in consultation with all the
stakeholders concerned, the conditions for a reform of the distribution of the Livret A savings account in order
to bring it into line with European Community rules, while continuing to provide the services of general
economic interest involving the financing of social housing and the accessibility of banking services. His remit
also included modernizing and improving the financing circuits for social housing. On 17 December 2007, Mr.
Camdessus delivered his report on the reform of the distribution of the Livret A savings account to François
Fillon. This report emphasizes the need for a general reform of the financing circuit for social housing to
accompany the generalized distribution of the Livret A savings account.
On 11 December 2007, the French President, Nicolas Sarkozy, said that he was favorable to the extension of
distribution rights for the Livret A savings account to other banking networks, subject to the following three
conditions: 1) it must not jeopardize the collection of funds; 2) it should lead to a reduction in the
remuneration for the distribution networks and therefore to cheaper financing for social housing; and 3) it
should not upset the economic balance of the networks that currently distribute the Livret A savings account.
The reform of the distribution of the Livret A savings account will be part of an economic and financial
modernization bill. A draft of this bill was presented at a cabinet meeting on 28 April 2008 and should be
presented to the French Parliament during the spring of 2008. The objective of the reform is to make savings in
the collection of funds raised via Livret A savings accounts. To this effect, the commission paid to the banking
networks distributing this account is to be gradually reduced over time; this reduction will take place over a
transition period for Caisses d'Epargne and La Banque Postale as well as for Crédit Mutuel with regard to the
Livret Bleu. The exact terms and conditions as well as the duration of said transition period have yet to be
finalized. In order to offset the risk of lower deposit levels and to encourage the banks to promote this product,
all banks may be authorized to retain a portion of the deposits. The terms and conditions in respect of
remuneration and centralization of funds will be specified at a later date by decree. The French Government
would like the reform to be in place by the end of 2008.
In parallel, from a French domestic law perspective, in March 2006, a group of banks comprising BNP
Paribas, BFBP, Crédit Agricole, Société Générale and ING Direct, appealed to the Tribunal administratif de
Paris (Paris administrative court) against the implicit decision of the French Minister for Economy, Finance
and Trade to reject their respective claims seeking authorization to distribute Livret A savings accounts. These
banks, as well as Crédit Agricole SA, have also instituted legal proceedings on the same grounds before the
Conseil d'Etat (the French supreme administrative court). These various legal actions are aimed at securing the
right to distribute Livret A savings accounts in the future.

8

The extension of the right to distribute Livret A savings accounts to other banking groups could have an
adverse effect on the net banking income of the Caisses d'Epargne. In 2007, distribution rights to Livret A
savings accounts contributed 670 million to consolidated net banking income and even if the Caisses
d'Epargne were to refocus their strategic sales policy, the extension of said rights may still have an adverse
impact on their results. However, as the final details of the reform and the schedule for implementing the
resulting measures are not known at this stage, it is not possible to make an accurate assessment of the
potential impact on the net banking income and on the results of the Caisses d'Epargne.
CIFG
Faced with the US subprime crisis and its repercussions throughout the financial system, Groupe Caisse
d'Epargne and the Banque Populaire group announced on 22 November 2007 their decision to acquire all of
the capital of CIFG, the bond insurance unit wholly-owned by Natixis. A joint meeting of the Board of
Directors of BFBP and the Supervisory Board of the CNCE on 20 December 2007 finalized the plan to
recapitalize CIFG and approved the decision by BFBP and the CNCE to acquire an equal controlling stake in
CIFG from Natixis. The two groups each contributed half of the financial support, representing a total amount
of US$1.5 billion, which was provided via two simultaneous operations carried out on 20 December 2007: a
capital increase of US$1.3 billion and the provision of a long-term line of credit of US$0.2 billion. The CNCE
and BFBP also agreed to acquire Natixis' entire stake in CIFG for a symbolic amount and now hold all of
CIFG's capital (the press releases of 22 November and 20 December 2007 are included in the update to the
Document de référence filed with the French financial markets authority (Autorité des marchés financiers -
AMF) on 25 January 2008 under no. D.07-0371-A02 and may be consulted on the corporate website of
Groupe Caisse d'Epargne at www.groupe.caisse-epargne.com). BFBP's and the CNCE's stake in CIFG's
capital was written down in full in the financial statements at 31 December 2007. Having significantly
increased its loss provisions in light of the continuing deterioration of the American real estate market, CIFG is
continuing to seek negotiated solutions that will enable it to re-solidify its financial position on a sustainable
basis. The BFBP and the CNCE have no plans to recapitalize CIFG in the future, even though its ratings may
be affected.
In the wake of the decline in the American real estate market, CIFG's ratings were lowered to A+ by
Standard & Poor's Rating Services, Ba2 by Moody's Investors Service and CCC by Fitch Ratings.
Reputation risks or legal risks with a potentially adverse impact on Groupe Caisse d'Epargne's profitability
and commercial prospects
A number of claims may give rise to a reputation risk event for Groupe Caisse d'Epargne and harm its future
commercial prospects. Such claims concern inter alia inadequate management of potential conflicts of interest,
legal and regulatory requirements, compliance issues, anti-money laundering legislation, data security policies
and sale and transaction processing practices. Inadequate management of any of these issues may also result in
additional legal risk for Groupe Caisse d'Epargne and an increase in the number of lawsuits and claims for
damages, or expose the Group to the risk of being sanctioned by the regulator.
AMF notices relating to the issuance and marketing of subordinated redeemable securities by Groupe
Caisse d'Epargne fall into the category of reputation or legal risks
Following the investigation opened on 10 September 2004 by the AMF with regard to the terms and conditions
of issue by the CNCE and marketing by the Caisses d'Epargne of subordinated redeemable securities (titres
subordonnés remboursables or TSR) as from June 2002, which held on 5 June 2008, after deliberation,
exonerated the CNCE and issued fines against the Caisses d'Epargne concerned in respect of the complaints
upheld. In accordance with the provisions of the French Monetary and Financial Code, an appeal may be
lodged against this decision, which has been published on the website of the AMF on 20 June 2008 and will be
published in the Bulletin des Annonces Légales Obligatoires ("BALO").

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RISK FACTORS RELATING TO THE NOTES
1. General Risks Relating to the Notes
1.1 Independent Review and Advice
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer or the Dealer(s) or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
1.2 Potential Conflicts of Interest
The Issuer, the Dealer(s) or their respective affiliates may deal with and engage generally in any kind of
commercial or investment banking or other business with any issuer of the securities taken up in an index,
their respective affiliates or any guarantor or any other person or entities having obligations relating to any
issuer of the securities taken up in an index or their respective affiliates or any guarantor in the same manner
as if any index-linked Notes issued under the Programme did not exist, regardless of whether any such action
might have an adverse effect on an issuer of the securities taken up in the index, any of their respective
affiliates or any guarantor.
The Issuer may from time to time be engaged in transactions involving an index or related derivatives which
may affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the
interests of the Noteholders.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes and the
Noteholders, including with respect to certain discretionary determinations and judgements that such
calculation agent may make pursuant to the Terms and Conditions that may influence the amount receivable
upon redemption of the Notes.
1.3 Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the laws of
the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by
that prospective investor with any law, regulation or regulatory policy applicable to it.
1.4 Modification, waivers and substitution
The conditions of the Notes contain provisions for calling General Meetings of Noteholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders
including Noteholders who did not attend and vote at the relevant General Meeting and Noteholders who
voted in a manner contrary to the majority.
1.5 Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court
decisions may be available for innovative financial instruments such as the Notes. Potential investors are

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