Obligation BPCe 0% ( FR0010622845 ) en EUR

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FR0010622845 ( en EUR )

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Prospectus brochure de l'obligation BPCE FR0010622845 en EUR 0%, échue

50 000 EUR

20 000 000 EUR

BPCE est un groupe bancaire coopératif français, deuxième acteur bancaire en France, composé notamment des réseaux bancaires Caisse d'Epargne et Banque Populaire.

L'obligation FR0010622845 émise par BPCE en France, d'une valeur nominale de 20 000 000 EUR, avec un prix de marché actuel de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 50 000 EUR, une maturité le 06/06/2023, et une fréquence de paiement de 1, a atteint sa maturité et a été intégralement remboursée.

Final Terms dated 4 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: 540
TRANCHE NO: 1
EUR 20,000,000 HICP Inflation Index Linked Notes due June 2023

Goldman Sachs International

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, 18 April 2008 and 3 June
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:
540
(ii) Tranche Number:
1
3. Specified Currency or Currencies:
Euro ("EUR")
4. Aggregate Nominal Amount of Notes

admitted to trading:
(i)
Series:
EUR 20,000,000
(ii)
Tranche:
EUR 20,000,000
1

5. Issue Price:
100 per cent. of the Aggregate Nominal Amount
6. Specified Denomination(s):
EUR 50,000
7. (i)
Issue Date:
6 June 2008
(ii)
Interest Commencement Date:
Issue Date
8. Maturity Date:
6 June 2023
9. Interest Basis:
Inflation Linked Interest

(further particulars specified below)
10. Redemption/Payment Basis:
Redemption at par

11. Change of Interest or Redemption/
Not Applicable
Payment Basis:
12. Put/Call Options:
Not Applicable
13. (i) Status of the Notes:
Unsubordinated Notes
(ii) Dates of the corporate authorisations Decision of the Directoire of the Issuer dated 11
for issuance of Notes obtained:
February 2008, and Decision of M. Julien CARMONA,
Member of the Directoire, dated 20 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:
See item 18(iii) of Part A below and paragraph 1 of
the Appendix
(ii) Calculation Agent responsible for Goldman Sachs International
calculating the interest due:
Peterborough Court

133 Fleet Street
London EC4A 2BB

United Kingdom

(iii) Provisions for determining Coupon The Interest Amount per Note payable on each
where calculated by reference to Specified Interest Payment Date is equal to:
Index and/or Formula and/or other
variable:
The applicable Rate of Interest x Specified

Denomination x Day Count Fraction

Where:

"Rate of Interest" applicable to a Specified Interest
2

Payment Date means a percentage determined by

the Calculation Agent on the relevant Interest
Determination Date as equal to:

Max {2%; Min (2.08*CPTFEMU YoY, 8%)}

See the Appendix for the definition of "CPTFEMU

YoY"

"Interest Determination Date" means the fifth
Business Day prior to the applicable Specified

Interest Payment Date.

(iv) Interest Period(s):
Annual periods. The period beginning on (and
including) the Interest Commencement Date and
ending on (but excluding) the first Specified Interest
Payment Date and each successive period beginning
on (and including) a Specified Interest Payment Date
and ending on (but excluding) the next succeeding
Specified Interest Payment Date.
(v) Provisions for determining Coupon
where calculation by reference to
Index and/or Formula and/or other
variable
is
impossible
or
impracticable
or
otherwise See paragraph 3 of the Appendix
disrupted:
(vi) Interest or calculation period(s):
See item 18(iv) of Part A above
(vii) Specified Interest Payment Dates:
Annually on 6 June, commencing on 6 June 2009 and
ending on the Maturity Date
(viii) Business Day Convention:
Modified Following Business Day Convention
(ix) Business Centre(s):
Target Business Day and London
(x) Minimum Rate of Interest:
2 per cent. per annum
(xi) Maximum Rate of Interest:
8 per cent. per annum
(xii) Day Count Fraction (Condition
Actual/Actual - ICMA, Unadjusted
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 Note
EUR 50,000 per Note of EUR 50,000 Specified
Denomination
23. Early Redemption Amount

(i)
Early Redemption Amount(s) of Such amount(s) determined by the Calculation
each Note payable on redemption Agent which shall represent the fair market value of
3

for taxation reasons (Condition each Note on the date of redemption, including
6(f)), for illegality (Condition 6(j)) or accrued interest (if any), adjusted to account fully for
on event of default (Condition 9) or any losses, expenses and costs to the Issuer (or any
other early redemption and/or the of its affiliates) of unwinding any underlying or
method of calculating the same (if related hedging and funding arrangements, all as
required or if different from that set determined by the Calculation Agent in its sole and
out in the Conditions):
absolute discretion
(ii) Redemption for taxation reasons
permitted on days others than
Interest
Payment
Dates
(Condition 6(f)):
Yes
(iii) Unmatured Coupons to become
void
upon
early
redemption
(Materialised Bearer Notes only)
(Condition 7(f)):
Not Applicable
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 Business Day and London
provisions relating to Payment Dates:
26. Talons for future Coupons or Receipts to
be attached to Definitive Notes (and
dates on which such Talons mature):
Not Applicable
27. Details relating to Partly Paid Notes:
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:
Not Applicable
28. Details relating to Instalment Notes:
amount of each instalment, date on
which each payment is to be made:
Not Applicable
29. Redenomination, renominalisation and Not Applicable
reconventioning provisions:
30. Consolidation provisions:
Not Applicable
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
4

The representative will not be entitled to any
remuneration
32. Other final terms:
See Appendix

DISTRIBUTION

33. (i) If syndicated, names of Managers:
Not Applicable
(ii) Stabilising Manager(s) (if any):
Not Applicable
34. If non-syndicated, name and address of
Goldman Sachs International
Dealer:
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
35. Additional selling restrictions:
Not Applicable
GENERAL

36. The aggregate principal amount of

Notes issued has been translated into

Euro at the rate of [·] producing a sum
Not Applicable
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
As covered under section "Risk Factors" of the Base Prospectus.
2.
LISTING AND ADMISSION TO TRADING

(i)
Admission to trading:
Application is expected to be 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 the Issue Date (6 June 2008)
(ii) Estimate of total expenses
Admission fee: Euro 400
related to admission to trading:
Maintenance fee: Euro 4,725.00
3.
RATINGS
The Notes to be issued have not been rated
Ratings:
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to
the offer.
5.
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 expenses:
Euro 5,125.00 (listing fees)
6.
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON
VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE UNDERLYING
See the Appendix
The Issuer does not intend to provide post-issuance information.
7.
OPERATIONAL INFORMATION
ISIN Code:
FR0010622845
Common Code:
036664282
Depositaries:

(i)
Euroclear France to act
as Central Depositary:
Yes
6

(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.
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.
Formula
"CPTFEMU YoY" means, in respect of a Specified Interest Payment Date, a number determined
by the Calculation Agent in accordance with the following formula (rounded at the eight decimal
place):

CPTFEMU Ratio applicable to such Specified Interest Payment Date - 1.

"CPTFEMU" or "Index" means the Eurostat Eurozone HICP Ex Tobacco Unrevised Series
NSA, measuring the rate of inflation in the Euro-Zone expressed as an index and published by
the Index Sponsor on the Bloomberg Page "CPTFEMU" (or such other page as may replace
that page, or such other information service as may be selected by the Calculation Agent,
acting in its sole and absolute discretion for the purpose of displaying the Index).

"CPTFEMU Ratio" means a number determined by the Calculation Agent as equal to:

(CPTFEMU March [t] / CPTFEMU March [t - 1]),

Where:
·
t is the year associated with the relevant Specified Interest Payment Date; and
·
CPTEFMU March [t] means the level of the Index published by the Index
Sponsor for March of year t and as determined by the Calculation Agent
without regard to any subsequently published correction, subject to adjustment
in accordance with paragraph 3 of the Appendix to these Final Terms below;
and
·
CPTEFMU March [t - 1] means the level of the Index published by the Index
Sponsor for March of the year immediately preceding year t and as
determined by the Calculation Agent, subject to adjustment in accordance with
paragraph 3 of the Appendix to these Final Terms below.
For the avoidance of doubt, in respect of each scheduled Specified Interest Payment
Date, the CPTFEMU Ratio in respect of such Specified Interest Payment Date is as
follows:

Scheduled
Specified
Interest Payment Date
falling in
CPTFEMU Ratio
June 2009
CPTFEMU March 2009 / CPTFEMU March 2008
June 2010
CPTFEMU March 2010 / CPTFEMU March 2009
June 2011
CPTFEMU March 2011 / CPTFEMU March 2010
June 2012
CPTFEMU March 2012 / CPTFEMU March 2011
June 2013
CPTFEMU March 2013 / CPTFEMU March 2012
June 2014
CPTFEMU March 2014 / CPTFEMU March 2013
June 2015
CPTFEMU March 2015 / CPTFEMU March 2014
June 2016
CPTFEMU March 2016 / CPTFEMU March 2015
June 2017
CPTFEMU March 2017 / CPTFEMU March 2016
June 2018
CPTFEMU March 2018 / CPTFEMU March 2017
June 2019
CPTFEMU March 2019 / CPTFEMU March 2018
June 2020
CPTFEMU March 2020 / CPTFEMU March 2019
8

June 2021
CPTFEMU March 2021 / CPTFEMU March 2020
June 2022
CPTFEMU March 2022 / CPTFEMU March 2021
June 2023
CPTFEMU March 2023 / CPTFEMU March 2022

"Index Sponsor" means EUROSTAT (the statistical office of the European Communities in
Luxembourg), or any successor to such index sponsor which is acceptable in the opinion of the
Calculation Agent.

2.
Calculation Agent
(a)
The Issuer appoints Goldman Sachs International as the Calculation Agent for the purposes of
these Final Terms.
(b)
The Calculation Agent shall not act as agent or trustee of the Noteholders. All quotations,
calculations and determinations given or made by the Calculation Agent in relation to the Notes
shall (save in the case of manifest error) be final and binding on the Issuer, the Paying Agents
and the Noteholders. None of the Issuer, the Paying Agents or the Calculation Agent shall have
any responsibility to any person for any errors or omissions in (i) any calculation by the
Calculation Agent of any amount due in respect of the Notes; or (ii) any determination made by
the Calculation Agent.
3.
Index Delay and Disruption Event
3.1
Change in base of the Index
If the Calculation Agent determines that the Index has been or will be rebased at any time, the
Index as so rebased (the "Rebased Index") will be used for purposes of determining the level of
the Index from the date of such rebasing; provided, however, that the Calculation Agent shall
make such adjustments as are made by the Calculation Agent pursuant to the terms and
conditions of the Fallback Bond, if any, to the levels of the Rebased Index so that the Rebased
Index levels reflect the same rate of inflation as the Index before it was rebased. If there is no
Fallback Bond, the Calculation Agent shall make adjustments to the levels of the Rebased Index
so that the Rebased Index levels reflect the same rate of inflation as the Index before it was
rebased. Any such rebasing shall not affect any prior payments made under the Notes.

3.2
Revision of the Index

For the purposes of the calculation of the level of the Index, the first publication of the Index
(excluding any "flash" estimates) by Eurostat for a given month shall be final. For the avoidance
of doubt, subject to paragraph 3.5 of this Appendix, any subsequent revision of any officially
released Index by Eurostat shall be disregarded.
3.3
Delay in publication of the Index
(a)
If any level of the Index for March of an Interest Period which is relevant to the
calculation of the interest payable in respect of such Interest Period under the Notes (a
"Relevant Level") has not been published or announced by the relevant Interest
Determination Date, the Calculation Agent shall determine a Substitute Index Level (in
place of such Relevant Level) by using the following methodology:

(i)
If applicable, the Calculation Agent will take the same action to determine the
Substitute Index Level for the Affected Payment Date as that taken by the
Calculation Agent pursuant to the terms and conditions of the Fallback Bond;

(ii)
If (i) does not result in a Substitute Index Level for the Affected Payment Date
for any reason, then the Calculation Agent shall determine the Substitute Index
Level as follows:
9

Substitute Index Level = Base Level x (Latest Level / Reference Level)

Where:

"Affected Payment Date" means each Specified Interest Payment Date in respect of
which the Index has not been published or announced.

"Base Level" means the level of the Index (whether definitive or provisional, excluding
any "flash" estimates) published or announced by the Index Sponsor in respect of the
month which is 12 calendar months prior to the month for which the Substitute Index
Level is being determined.

"Latest Level" means the latest level of the Index (whether definitive or provisional,
excluding any "flash" estimates) published or announced by the Index Sponsor prior to
the month in respect of which the Substitute Index Level is being calculated.

"Fallback Bond" means a bond selected by the Calculation Agent and issued by the
government of the country to whose level of inflation the Index relates and which pays a
coupon or redemption amount which is calculated by reference to the Index, with a
maturity date which falls on (a) the same day as the Maturity Date, (b) the next longest
maturity after the Maturity Date if there is no such bond maturing on the Maturity Date,
or (c) the next shortest maturity before the Maturity Date if no bond defined in (a) or (b)
is selected by the Calculation Agent. If the Index relates to the level of inflation across
the European Monetary Union, the Calculation Agent will select an inflation-linked bond
that is a debt obligation of one of the governments (but not any government agency) of
France, Italy, Germany or Spain and which pays a coupon or redemption amount which
is calculated by reference to the level of inflation in the European Monetary Union. In
each case, the Calculation Agent will select the Fallback Bond from those inflation-
linked bonds issued on or before the Issue Date and, if there is more than one inflation-
linked bond maturing on the same date, the Fallback Bond shall be selected by the
Calculation Agent from those bonds. If the Fallback Bond is redeemed the Calculation
Agent will select a new Fallback Bond on the same basis, but selected from all eligible
bonds in issue at the time the original Fallback Bond redeems (including any bond for
which the redeemed bond is exchanged).

"Reference Level" means the level of the Index (whether definitive or provisional,
excluding any "flash" estimates) published or announced by the Index Sponsor in
respect of the month that is 12 calendar months prior to the month referred to in "Latest
Level" above.

(b)
If a Relevant Level is published or announced at any time after the Interest
Determination Date prior to the next Specified Interest Payment Date, such Relevant
Level will not be used in any calculations. The Substitute Index Level so determined
pursuant to this paragraph 3.2 of this Appendix, will be the definitive level for March in
the relevant Interest Period.

3.4
Cessation of and Material Modification to the Index
(a)
Cessation of the Index: If a level for the Index has not been published or announced for
two consecutive months or the Index Sponsor announces that it will no longer continue
to publish or announce the Index then the Calculation Agent shall determine a
Successor Index (in lieu of any previously applicable Index) for the purposes of the
Notes by using the following methodology:

(i)
If at any time, a successor index has been designated by the Calculation Agent
pursuant to the terms and conditions of the Fallback Bond, such successor
index shall be designated a "Successor Index" for the purposes of all
subsequent Specified Interest Payment Dates in relation to the Notes,
notwithstanding that any other Successor Index may previously have been
determined under paragraph 3.3(b), (c) or (d) hereof ; or
10