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FR0010620369 ( en EUR )

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L'obligation BPCE (FR0010620369), émise en euros en France, à un taux d'intérêt de 0%, échéant le 05/06/2023, a été remboursée à son prix nominal de 100% à maturité.

Final Terms dated 03 June 2008

CAISSE NATIONALE DES CAISSES D'EPARGNE ET DE PREVOYANCE
Euro 30,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
Due from one month from the date of original issue
SERIES NO: 539
TRANCHE NO: 1
Issue of EUR 20,000,000 Dow Jones EURO STOXX 50® Index Linked Notes, due June 2023

J.P. Morgan Securities Ltd.

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth
in the Base Prospectus dated 30 July 2007 and the Base Prospectus Supplements dated 18
September 2007, 16 October 2007, 8 November 2007, 23 January 2008, 11 March 2008 and 18 April
2008, which together constitute a base prospectus for the purposes of the Prospectus Directive
(Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of
the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be
read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer
and the offer of the Notes is only available on the basis of the combination of these Final Terms and
the Base Prospectus. The Base Prospectus and the Base Prospectus Supplements are available for
viewing at the office of the Fiscal Agent or each of the Paying Agents and on the website of the
regulated market where the admission to trading is sought and copies may be obtained from Caisse
Nationale des Caisses d'Epargne et de Prévoyance, 50, avenue Pierre Mendès-France - 75201 Paris
Cedex 13, France.
1.
Issuer:
Caisse Nationale des Caisses d'Epargne et de
Prévoyance
2.
(i)
Series Number:
539

(ii)
Tranche Number:
1
3.
Specified Currency or Currencies:
Euros ("EUR")
4.
Aggregate Nominal Amount of Notes

admitted to trading:
(i)
Series:
EUR 20,000,000
(ii)
Tranche:
EUR 20,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination(s):
EUR 50,000 ("SD") per Note

1

7.
(i)
Issue Date:
5 June 2008
(ii)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
5 June 2023
9.
Interest Basis:
Index Linked Interest
10.
Redemption/Payment Basis:
Redemption at par
11.
Change
of
Interest
or Not Applicable
Redemption/Payment Basis:
12.
Put/Call Options:
Not Applicable
13.
(i)
Status of the Notes:
Unsubordinated Notes
(ii)
Dates
of
the
corporate Decision of the Directoire of the Issuer dated 11
authorisations for issuance of February 2008, and Decision of M. Julien CARMONA,
Notes obtained:
Member of the Directoire, dated 15 May 2008.
14.
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
Not Applicable
16.
Floating Rate Note Provisions
Not Applicable
17.
Zero Coupon Note Provisions
Not Applicable
18.
Index-Linked Interest Note/other
Applicable
variable-linked interest Note
Provisions
(i)
Index/Formula/other variable:
Dow Jones EURO STOXX 50® Index (Bloomberg
Code: SX5E Index) (the "Index")
(ii)
Calculation Agent responsible
J.P. Morgan Securities Ltd. of 125 London Wall,
for calculating the interest due:
London EC2Y 5AJ
(iii)
Provisions
for
determining In respect of each Interest Valuation Date:
Coupon where calculated by (a) if the Calculation Agent determines that the
reference
to
Index
and/or
Closing Index Level of the Index on such
Formula and/or other variable:
Interest Valuation Date is greater than or equal
to the Initial Index Level, then the Interest
Amount payable on the Specified Interest
Payment Date most recently following such
Interest Valuation Date shall be EUR 3,545.00
(i.e. SD × 7.09%); or
(b)
if the Calculation Agent determines that the
Closing Index Level of the Index on such
Interest Valuation Date is strictly below the
Initial Index Level, then the Interest Amount
payable on the Specified Interest Payment
Date most recently following such Interest
Valuation Date shall be zero.
Capitalised terms used above which are not defined

2

herein shall have the meaning as set forth in the
Appendix hereto.
(iv)
Interest Period(s):
Annual periods. The Interest Period means the period
from (and including) 5 June 2008 to (but excluding)
the first Specified Interest Payment Date thereafter,
and each successive period from (and including) a
Specified Interest Payment Date to (but excluding)
the next successive Specified Interest Payment Date
(v)
Provisions
for
determining See paragraph 2 (Consequences of Disrupted Days
Coupon where calculation by and non-Scheduled Trading Days) of the Appendix
reference
to
Index
and/or hereto
Formula and/or other variable is
impossible or impracticable or
otherwise disrupted:
(vi)
Interest or calculation period(s):
Not Applicable
(vii)
Specified Interest Payment
Each of 5 June 2009, 7 June 2010, 6 June 2011, 5
Dates:
June 2012, 5 June 2013, 5 June 2014, 5 June 2015,
6 June 2016, 5 June 2017, 5 June 2018, 5 June
2019, 5 June 2020, 7 June 2021, 6 June 2022 and
the Maturity Date, in each case subject to adjustment,
for payment purposes only, in accordance with the
Business Day Convention
(viii) Business Day Convention:
Modified Following Business Day Convention
(ix)
Business Centre(s):
TARGET
(x)
Minimum Rate of Interest:
See sub-paragraph 18(iii) above
(xi)
Maximum Rate of Interest:
See sub-paragraph 18(iii) above
(xii)
Day Count Fraction (Condition
Not Applicable
5(a)):
19.
Dual Currency Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Not Applicable
21.
Put Option
Not Applicable
22.
Final Redemption Amount of each
EUR 50,000 per Note of EUR 50,000 Specified
Note
Denomination
23.
Early Redemption Amount

(i)
Early Redemption Amount(s) of The Early Redemption Amount payable in respect of
each
Note
payable
on each Note (of the Specified Denomination), upon
redemption for taxation reasons redemption pursuant to Condition 6(f), Condition 6(j)
(Condition 6(f)), for illegality or Condition 9, shall be an amount determined in
(Condition 6(j)) or on event of good faith and in a commercially reasonable manner
default (Condition 9) or other by the Calculation Agent to be the fair market value
early redemption and/or the of such Note immediately prior (and ignoring the

3

method of calculating the same circumstances leading) to such early redemption,
(if required or if different from adjusted to account fully for any reasonable
that set out in the Conditions):
expenses and costs of unwinding any underlying
and/or related hedging and funding arrangements
(including, without limitation, any equity options,
equity swaps or other instruments of any type
whatsoever hedging the Issuer's obligations under
the Notes)
Condition 6(e)(ii) is amended accordingly.
(ii)
Redemption
for
taxation Yes
reasons permitted on days
others than Interest Payment
Dates (Condition 6(f)):
(iii)
Unmatured
Coupons
to Not Applicable
become
void
upon
early
redemption
(Materialised
Bearer Notes only) (Condition
7(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised Notes:
Bearer dematerialised form (au porteur)
(ii)
Registration Agent:
Not Applicable
(iii)
Temporary Global Certificate:
Not Applicable
(iv)
Applicable TEFRA exemption:
Not Applicable
25.
Financial Centre(s) or other special TARGET
provisions relating to Payment Dates:

26.
Talons for future Coupons or Receipts Not Applicable
to be attached to Definitive Notes
(and dates on which such Talons
mature):
27.
Details relating to Partly Paid Notes: Not Applicable
amount of each payment comprising
the Issue Price and date on which
each payment is to be made and
consequences (if any) of failure to
pay:
28.
Details relating to Instalment Notes: Not Applicable
amount of each instalment, date on
which each payment is to be made:
29.
Redenomination,
renominalisation Not Applicable
and reconventioning provisions:
30.
Consolidation provisions:
Not Applicable

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31.
Masse:
Applicable
The initial Representative will be:
MURACEF
5, rue Masseran, 75007 Paris, France
Represented by its Directeur Général
The alternative Representative will be:
Mr Hervé-Bernard VALLEE
5, rue Masseran, 75007 Paris, France
The representative will not be entitled to any
remuneration
32.
Other final terms:
Applicable - See the terms and conditions set forth in
the Appendix hereto
DISTRIBUTION

33.
(i)
If
syndicated,
names
of Not Applicable
Managers:
(ii)
Stabilising Manager(s) (if any):
Not Applicable
34.
If non-syndicated, name and address
J.P. Morgan Securities Ltd. of 125 London Wall,
of Dealer:
London EC2Y 5AJ
35.
Additional selling restrictions:
Not Applicable
GENERAL

36.
The aggregate principal amount of Not Applicable
Notes issued has been translated into
Euro at the rate of [·] producing a sum
of:

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to trading on the
Regulated Market of the Luxembourg Stock Exchange of the Notes described herein pursuant to the
Euro 30,000,000,000 Euro Medium Term Note Programme of Caisse Nationale des Caisses
d'Epargne et de Prévoyance.

5

PART B OTHER INFORMATION
1.
RISK FACTORS
The terms of the Notes provide that the Interest Amount payable, if any, on any Specified
Interest Payment Date will be dependent upon the performance of the Index, and such Interest
Amount may be zero. An investment in the Notes is not the same as an investment in any or all
of the securities comprised in the Index or an investment which is directly linked to the Index.
Fluctuations in the prices of the securities comprising the Index and in the level of the Index
may affect the value of the Notes.
Before making an investment decision with respect to the Notes, any prospective investors
should consult their own financial or other advisers as they consider necessary and carefully
review and consider such an investment decision in the light of the foregoing and the
prospective investor's personal circumstances and not in reliance upon the information
contained in the Appendix hereto.
For a further description of some risk factors that are material to the Notes, please refer to the
Chapter "Risk Factors" (RISKS RELATED TO THE NOTES 2. Risks related to the structure of
a particular Issue of Notes 2.7 Index Linked Notes (...)) of the Base Prospectus.
2.
LISTING AND ADMISSION TO TRADING
(i)
Admission to trading:
Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on the Regulated
Market of the Luxembourg Stock Exchange with effect from
5 June 2008.
(ii)
Estimate of total
expenses related to
Admission Fee: EUR 400
admission to trading:
Maintenance Fee: EUR 4,725
3.
RATINGS
Ratings:
The Notes to be issued have not been rated
4.
NOTIFICATION
Not Applicable
5.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest
material to the offer.
6.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
The net proceeds of the issue will be used for the Issuer's
general corporate purposes.

(ii)
Estimated net proceeds:
EUR 20,000,000
(iii)
Estimated
total EUR 5,125
expenses:
7.
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT
ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE UNDERLYING

See Paragraph 1 (RISK FACTORS) and the Appendix to these Final Terms. In addition:

6

Details of the past and future performance and the volatility of the Index may be obtained from
the websites www.djindexes.com, www.stoxx.com and from Bloomberg®. The Issuer will not
provide post-issuance information on the Index.
8.
OPERATIONAL INFORMATION
ISIN Code:
FR0010620369
Common Code:
036572663
Depositaries:

(i)
Euroclear France to act
as Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear
and
Clearstream
No
Luxembourg:
Any clearing system(s) other
than
Euroclear
and
Clearstream, Luxembourg and
the
relevant
identification Not Applicable
number(s):
Delivery:
Delivery free of payment
Names and addresses of

additional Paying Agent(s) (if
Not Applicable
any):

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. The
information relating to the Index set out in paragraph 6 of the Appendix to these Final Terms has
been extracted from publicly available information.
Signed on behalf of Caisse Nationale des Caisses d'Epargne et de Prévoyance:
Duly represented by:
............................................

Roland CHARBONNEL
Director ALM, Liquidity and Investor Relations

7

Appendix
(this Appendix forms part of the Final Terms to which it is attached)

1.
Definitions
"Business Day" means each TARGET Business Day.
"Closing Index Level" means, in respect of any date, the official closing level of the Index as
determined by the Calculation Agent as at the Valuation Time on such date, as calculated and
published by the relevant Index Sponsor (subject as provided in paragraph 2 (Consequences of
non-Scheduled Trading Days and/or Disrupted Days).
"Correction Cut-off Date" means, in respect of (i) each Interest Valuation Date (other than the
Interest Valuation Date scheduled to fall on 15 May 2023), the third Business Day immediately
preceding the Specified Interest Payment Date most recently falling after such Interest
Valuation Date, and in respect of (ii) the Interest Valuation Date scheduled to fall on 15 May
2023, the third Business Day immediately preceding the Maturity Date, as determined by the
Calculation Agent.
"Index" means the Dow Jones EURO STOXX® 50 Index as calculated and disseminated by the
Index Sponsor (Bloomberg Code: SX5E)
"Initial Index Level" means 2,503 (being a spot level of the Index as observed on the Strike
Date).
"Interest Valuation Date" means, each of 15 May 2009, 17 May 2010, 16 May 2011, 15 May
2012, 15 May 2013, 15 May 2014, 15 May 2015, 16 May 2016, 15 May 2017, 15 May 2018, 15
May 2019, 15 May 2020, 17 May 2021, 16 May 2022 and 15 May 2023 (each, a "Scheduled
Valuation Date"), in each case subject to adjustment in accordance with paragraph 2
(Consequences of non-Scheduled Trading Days and/or Disrupted Days) below.
"Strike Date" means 15 May 2008.
2.
Consequences of non-Scheduled Trading Days and/or Disrupted Days
(i)
Subject as provided in paragraph (ii) below, if a Scheduled Valuation Date is not a
Scheduled Trading Day or is a Disrupted Day, then the corresponding Interest Valuation
Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day as
determined by the Calculation Agent, unless each of the eight Scheduled Trading Days
immediately following such Scheduled Valuation Date is a Disrupted Day. In that case,
that eighth Scheduled Trading Day shall be deemed to be the relevant Interest Valuation
Date, notwithstanding the fact that it is a Disrupted Day and the Calculation Agent shall
determine the Closing Index Level of the Index as of that eighth Scheduled Trading Day
in accordance with the formula for, and method of, calculating the Index last in effect
prior to the occurrence of the first Disrupted Day using the exchange traded or quoted
price or value of each component comprised in that Index on that eighth Scheduled
Trading Day, or, if such price or value is not available, its good faith estimate of the value
for the relevant component on that eighth Scheduled Trading Day (and such
determination by the Calculation Agent shall be deemed to be the Closing Index Level in
respect of the relevant Interest Valuation Date).
(ii)
If, pursuant to the adjustments set out in paragraph 2(i) above, an Interest Valuation
Date would fall after the applicable Correction Cut-off Date, then such Correction Cut-off
Date shall be deemed to be the relevant Interest Valuation Date, and the Closing Index
Level for such Interest Valuation Date shall be determined in accordance with paragraph
2(i) above and each reference in paragraph 2(i) to "eighth Scheduled Trading Day" will
be deemed to be instead reference to such Correction Cut-off Date.

8

3.
Index Adjustment Events
(i)
If the Index is (a) not calculated and announced by the Index Sponsor but is calculated
and announced by a successor sponsor acceptable to the Calculation Agent then such
successor sponsor shall be deemed to be the Index Sponsor or (b) replaced by a
successor index using, in the determination of the Calculation Agent, the same or a
substantially similar formula for and method of calculation as used in the calculation of
the Index, then the index (the "Successor Index") will be deemed to be the successor
Index.
(ii)
If (a) on or prior to any Interest Valuation Date, the Index Sponsor announces that it will
make a material change in the formula for or the method of calculating the Index relating
to such Index Sponsor or in any other way materially modifies the Index (other than a
modification prescribed in that formula or method to maintain the Index in the event of
changes in constituent stock and capitalization and currency and other routine events or
as otherwise made in compliance with the rules of the Index, as determined by the
Calculation Agent) (an "Index Modification") or permanently cancels the Index and no
Successor Index exists (an "Index Cancellation") or (b) on any Interest Valuation Date,
the Index Sponsor fails to calculate and announce the Index (an "Index Disruption"
(provided that the Calculation Agent may instead determine that the occurrence of such
event instead results in the occurrence of a Disrupted Day) and together with an Index
Modification and an Index Cancellation, each an "Index Adjustment Event"), then the
Calculation Agent shall determine if such Index Adjustment Event has a material effect
on the Notes and, if so, shall calculate the relevant Closing Index Level, using, in lieu of a
published level for the Index, the level for the Index as at the relevant Interest Valuation
Date as determined by the Calculation Agent in accordance with the formula for and
method of calculating the Index last in effect prior to that change, failure or cancellation,
but using only those components that comprised the Index immediately prior to that
Index Adjustment Event.
4.
Incorporation of the terms of the Schedule

The provisions of, and the terms and expressions defined in the Schedule shall apply to the
Index for the purposes of the Notes, and the Conditions are amended, supplemented or varied
(as applicable) to the extent set forth in the Schedule.
5.
Correction of Index Levels
In the event that the level of the Index published by the Index Sponsor, which is utilised by the
Calculation Agent to determine any value or amount in respect of the Notes on an Interest
Valuation Date is subsequently corrected (a "Correction of Index Levels") and the correction
is published by the Index Sponsor on or before the Correction Cut-Off Date for such Interest
Valuation Date, the Calculation Agent (i) may, if practicable, adjust or correct any value or
amount in respect of the Notes (including, without limitation, the Interest Amount) to take
account of the relevant Correction of Index Levels, if such Correction of Index Levels is deemed
to be material by the Calculation Agent; and (ii), if any adjustment is made, will notify, the Issuer
and, in accordance with Condition 15, the Noteholders of:
(a)
the relevant Correction of Index Levels, and
(b)
the subsequent correction or adjustment to any value or amount in respect of the Notes,
if any.
6.
Information related to the Index

Details of the past and future performance and the volatility of the Index may be obtained from
the websites www.djindexes.com, www.stoxx.com and from Bloomberg®. The Issuer will not
provide post-issuance information on the Index.

9

Each of the Issuer and the Noteholders agrees and acknowledges, in respect of the Index, that
the Notes are not sponsored, endorsed, sold or promoted by the Index or the Index Sponsor
and the Index Sponsor makes no representation whatsoever, whether express or implied,
either as to the results to be obtained from the use of the Index and/or the levels at which the
Index stands at any particular time on any particular date or otherwise. Neither the Index nor
the Index Sponsor shall be liable (whether in negligence or otherwise) to any person for any
error in the Index and the Index Sponsor is under no obligation to advise any person of any
error therein. The Index Sponsor is making no representation whatsoever, whether express or
implied, as to the advisability of purchasing or assuming any risk in connection with the Notes.
The Issuer, the Dealer and the Calculation Agent shall each have no liability to the Noteholders
for any act or failure to act by the Index Sponsor in connection with the calculation, adjustment
or maintenance of the Index. None of the Issuer, the Dealer or the Calculation Agent, nor any of
their affiliates, has any affiliation with or control over the Index or Index Sponsor or any control
over the computation, composition or dissemination of the Index. Although the Calculation
Agent will obtain information concerning the Index from publicly available sources it believes
reliable, it will not independently verify this information. Accordingly, no representation,
warranty or undertaking (express or implied) is made and no responsibility is accepted by the
Issuer, the Dealer or the Calculation Agent, nor any of their affiliates, as to the accuracy,
completeness and timeliness of information concerning the Index.

10