Obligation BPCe 9% ( FR0010871269 ) en EUR

BPCe

100 % ▼

France

FR0010871269 ( en EUR )

9% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation BPCE FR0010871269 en EUR 9%, échue

50 000 EUR

1 000 000 000 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 émise par BPCe ( France ) , en EUR, avec le code ISIN FR0010871269, paye un coupon de 9% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

BPCE

EUR 1,000,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes
Issue price: 100.00 per cent
The EUR 1,000,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes (the "Notes") of
BPCE (the "Issuer") will be issued outside the Republic of France on 17 March 2010 (the "Issue Date") and
will bear interest at a fixed rate of 9.00 per cent per annum (the "Fixed Interest Rate") from and including the
Issue Date to but excluding 17 March 2015, payable annually in arrear on 17 March (each, a "Fixed Rate
Interest Payment Date"), beginning on 17 March 2011 and ending on 17 March 2015. Thereafter, the Notes
will bear interest at a floating rate (the "Floating Interest Rate"), payable annually in arrear on or about
17 March of each year (each, a "Floating Rate Interest Payment Date"), commencing on 17 March 2016,
each such date being subject to adjustment as further described herein. The Floating Interest Rate will be equal
to the twelve-month Euribor plus a Margin (6.533 per cent. per annum up to (but excluding) the Step-up Date
(i.e. 17 March 2020) and thereafter 8.533 per cent. per annum from and including the Step-up Date (i.e.
17 March 2020)), as further described.
Payment of interest on the Notes will be compulsory if the Issuer pays dividends on any classes of shares,
on other equity securities issued by the Issuer or on other deeply subordinated notes or any other securities
which rank pari passu with the Notes, in each cases to the extent categorised as Tier 1 Capital and in certain
other circumstances described herein. Otherwise, the Issuer may elect, and in certain circumstances shall be
required, not to pay interest falling due on the Notes. Any interest not paid shall be forfeited and no longer be
due and payable by the Issuer. Interest accrued may also be reduced and forfeited if the Issuer's total risk-based
consolidated capital ratio falls below required levels and in certain other circumstances. (See "Terms and
Conditions of the Notes Interest and Interest Suspension").
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject
to the prior approval of the Secrétariat général de la Commission bancaire ("SGCB"), be redeemed at par (in
whole but not in part) on 17 March 2015 (the "First Call Date") and on any Interest Payment Date thereafter.
In addition, the Notes may, in case of certain taxation or regulatory events, be redeemed at par on any Interest
Payment Date (in whole but not in part), subject to the prior approval of the SGCB. The principal amount of
each Note may be written down to a minimum amount of one cent of one euro if the Issuer's total risk-based
consolidated capital ratio falls below required levels, subject to reinstatement in certain cases described herein.
The Notes are subordinated to substantially all of the Issuer's other obligations, including in respect of
ordinarily subordinated debt instruments. (See "Terms and Conditions of the Notes Status of the Notes and
Subordination").
The Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") is the competent
authority in Luxembourg for the purpose of Directive n°2003/71/EC (the "Prospectus Directive") and the
Luxembourg law on prospectuses for securities of 10 July 2005, for the purpose of approving this Prospectus.
Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange
(the "Luxembourg Stock Exchange") and to be traded on the regulated market of the Luxembourg Stock
Exchange, which is an EU regulated market within the meaning of Directive 2004/39/EC (the "EU regulated
market of the Luxembourg Stock Exchange"). This prospectus constitutes a prospectus (the "Prospectus")
for the purposes of Article 5.3 of the Directive Prospectus.

The Notes have been assigned a rating of "Baa3" by Moody's Investors Service, Inc. and "BBB-" by
Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. A credit rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any
time by the relevant rating organisation.
See "Risk Factors" below for certain information relevant to an investment in the Notes.
The Notes have been accepted for clearance through Euroclear France S.A. ("Euroclear France"),
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V.
("Euroclear"). The Notes will, on the Issue Date, be entered (inscrites en compte) in the books of Euroclear
France which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the
Notes - Form, Denomination and Title" below).
The Notes will be issued in dematerialised bearer form in the denomination of EUR 50,000 each. The
Notes will, at all times, be represented in book entry form (dématérialisé) in the books of the Account Holders
in compliance with Article L.211-3 and Article L.211-4 of the French Code monétaire et financier. No physical
document of title will be issued in respect of the Notes.
THE NOTES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO
NON-U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). SEE "SUBSCRIPTION AND SALE".
JOINT BOOKRUNNERS AND JOINT LEAD MANAGERS

BARCLAYS CAPITAL
CREDIT SUISSE
NATIXIS

Prospectus dated 15 March 2010

RESPONSIBILITY STATEMENT

The Issuer (whose registered office appears on page 73 of this document) accepts responsibility for the
information contained (or incorporated by reference) in this Prospectus. The Issuer, having taken all reasonable
care to ensure that such is the case, confirms that the information contained in this Prospectus is, to the best of
its knowledge, in accordance with the facts and contains no omission likely to affect its import.

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This Prospectus has been prepared for the purpose of giving information with regard to the Issuer, Groupe
BPCE SA and Groupe BPCE and the Notes and the listing of the Notes on the Official List of the Luxembourg
Stock Exchange. No person has been authorised to give any information or to make any representations other
than those contained in this Prospectus, and, if given or made, such information or representations must not be
relied upon as having been authorised by the Issuer or the Joint Lead Managers (as defined in "Subscription and
Sale" herein). This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which it relates. Neither the delivery of this Prospectus nor any sale
hereunder shall create, under any circumstances, any implication that there has been no change in the affairs of
the Issuer since the date hereof or that the information contained herein is correct as of any time subsequent to
its date.
INVESTORS SHOULD SATISFY THEMSELVES THAT THEY UNDERSTAND ALL THE
RISKS ASSOCIATED WITH MAKING INVESTMENTS IN THE NOTES. PROSPECTIVE
INVESTORS THAT HAVE ANY DOUBT WHATSOEVER AS TO THE RISKS INVOLVED IN
INVESTING IN THE NOTES SHOULD CONSULT THEIR PROFESSIONAL ADVISORS.
This Prospectus has been prepared by the Issuer for use by the Joint Lead Managers in making offers and
sales of the Notes outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities
Act.
Each purchaser of the Notes will be deemed to have represented and agreed that it understands that the
Notes have not been registered under the Securities Act, and the Notes may not be offered or sold in the United
States or to, or for the account or benefit of, any U.S. Person, except in accordance with Regulation S under the
Securities Act.
EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS THE NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST OBTAIN
ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER
OR SALE BY IT OF THE NOTES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY
JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES,
OFFERS OR SALES, AND NEITHER THE ISSUER NOR THE JOINT LEAD MANAGERS SHALL
HAVE ANY RESPONSIBILITY THEREFOR.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Joint
Lead Managers or any affiliate of any of them, to subscribe for or purchase, any Notes in any jurisdiction by
any person to whom it is unlawful to make such an offer or invitation in such jurisdiction. This Prospectus may
only be used for the purposes for which it has been published.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Joint Lead Managers to inform themselves about, and to observe, any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of the Notes and on distribution of this Prospectus and other
offering material relating to the Notes, see "Subscription and Sale".
References herein to "EUR", "euro" and "" are to the single currency introduced at the start of the third
stage of the European Economic and Monetary Union of 1 January 1999.
In connection with the issue of the Notes, the Joint Lead Managers (the "Stabilising Managers") (or
persons acting on behalf of the Stabilising Managers) 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 Managers (or persons acting on behalf of the Stabilising Managers)
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 Notes is made and, if begun, may be ended at any time,

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but must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of
the allotment of the Notes. Any stabilisation action or over-allotment shall be conducted in accordance with
applicable laws and rules.
Forward-Looking Statements
This Prospectus contains forward-looking statements based on estimates and assumptions. Forward-
looking statements include, among other things, statements concerning the business, future financial condition,
results of operations and prospects of the Issuer, the Groupe BPCE SA and the Groupe BPCE. These statements
usually contain the words "believes", "plans", "expects", "anticipates", "intends", "estimates" or other similar
expressions. For each of these statements, you should be aware that forward-looking statements involve known
and unknown risks and uncertainties. Although it is believed that the expectations reflected in these forward-
looking statements are reasonable, there is no assurance that the actual results or developments anticipated will
be realised or, even if realised, that they will have the expected effects on the business, financial condition,
results of operations or prospects of the Issuer, the Groupe BPCE SA and the Groupe BPCE.
These forward-looking statements speak only as of the date on which the statements were made, and no
obligation has been undertaken to publicly update or revise any forward-looking statements made in this
Prospectus or elsewhere as a result of new information, future events or otherwise, except as required by
applicable laws and regulations. In addition to other factors and matters contained or incorporated by reference
in this Prospectus, it is believed that the following factors, among others, could cause actual results to differ
materially from those discussed in the forward-looking statements:

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CERTAIN TERMS USED IN THIS PROSPECTUS

The following terms will have the meanings set forth below when used in this Prospectus:
"Banques Populaires" means 20 Banques Populaires (made up of 18 regional banks, CASDEN
Banque Populaire and Crédit Coopératif) that are currently part of the Groupe Banque Populaire, and which will
become part of the Groupe BPCE after the Combination Transactions.
"BFBP" means the Banque Fédérale des Banques Populaires, a French société anonyme, which is now
named Banques Populaires Participations.
"BFBP Group" means the BFBP and its consolidated subsidiaries and associates, prior to the
completion of the Combination Transactions.
"BPCE" means BPCE, a French société anonyme.
"CNCE Group" means the CNCE and its consolidated subsidiaries and associates, prior to the
completion of the Combination Transactions.
"Caisses d'Epargne" means the 17 Caisses d'Epargne et de Prévoyance that are currently part of the
Caisses d'Epargne Group, and which will become part of the Groupe BPCE after the Combination
Transactions.
"CNCE" means the Caisse Nationale des Caisses d'Epargne et de Prévoyance, a French société
anonyme, which is now named Caisses d'Epargne Participations.
"Combination Transactions" means the contribution by CNCE and BFBP of certain assets and
businesses, and certain related transactions, all of which took place on 31 July 2009, all as further described
herein under "The Combination Transactions" and in the BPCE Registration Document (defined under
"Documents Incorporated by Reference").
"Groupe Banque Populaire" means the consolidated group formed by the BFBP Group, the Banques
Populaires and certain affiliated entities, in each case prior to the Combination Transactions.
"Groupe BPCE" means the Groupe BPCE SA, the Banques Populaires, the Caisses d'Epargne and
certain affiliated entities, after the completion of the Combination Transactions.
"Groupe BPCE SA" means BPCE and its consolidated subsidiaries and associates, following the
completion of the Combination Transactions.
"Groupe Caisse d'Epargne" means the consolidated group formed by the CNCE Group, the Caisses
d'Epargne and certain affiliated entities, in each case prior to the Combination Transactions

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TABLE OF CONTENTS

Page
RESPONSIBILITY STATEMENT ...........................................................................................................................3
OVERVIEW ................................................................................................................................................................8
RISK FACTORS .......................................................................................................................................................16
DOCUMENTS INCORPORATED BY REFERENCE .........................................................................................34
RECENT DEVELOPMENTS ..................................................................................................................................44
TERMS AND CONDITIONS OF THE NOTES ....................................................................................................45
USE OF PROCEEDS ................................................................................................................................................64
TAXATION ...............................................................................................................................................................65
SUBSCRIPTION AND SALE ..................................................................................................................................68
GENERAL INFORMATION...................................................................................................................................71

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OVERVIEW
This overview must be read as an introduction to this Prospectus. Any decision by any investor to invest in
any Notes should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference..
The Issuer
Introduction: The Combination Transactions
On 31 July 2009, the Caisse Nationale des Caisses d'Epargne et de Prévoyance ("CNCE") and the
Banque Fédérale des Banques Populaires ("BFBP"), the lead banks of two French mutual banking groups,
contributed certain businesses and related assets and liabilities to BPCE (the contributions and certain related
transactions are referred to in this Prospectus as the "Combination Transactions"). Prior to the Combination
Transactions, BPCE had no significant activities, assets or liabilities.
BPCE
BPCE is the central body of the Groupe BPCE, the second largest banking group in France (excluding
the French Postal Bank) in terms of 2008 retail net banking income (based on pro forma figures) and number of
branches as of 31 December 2008. The Groupe BPCE had 1,028.8 billion of consolidated assets and 47.8
billion of consolidated shareholders equity (44.0 billion group share), in each case as of 31 December 2009.
The Groupe BPCE had 21.2 billion of consolidated net banking income for the year ended 31 December 2009.
As the central body (organe central) of the Groupe BPCE, BPCE's role (defined by French Law no.
2009-715 dated 18 June 2009) is to coordinate policies and exercise certain supervisory functions with respect
to the regional banks and other affiliated entities, and to ensure the liquidity and solvency of the entire group.
BPCE has established a financial solidarity mechanism, supported by a dedicated guarantee fund which stood at
920 million at the end of 2009, under which each network bank and each affiliated French credit institution in
the Groupe BPCE (including BPCE) benefits from an undertaking from all of the network banks and BPCE to
provide financial support as needed. As a result, BPCE's credit is effectively supported by the financial strength
of the entire group.
The Groupe BPCE
The Groupe BPCE is a mutual banking group that includes primarily the following (in addition to
BPCE as central body):
·

Two French retail banking networks: the Caisse d'Epargne network, which
includes 17 regional banks known as the "Caisses d'Epargne et de Prévoyance" (or
the "Caisses d'Epargne") and the Banque Populaire Network, which includes 20
banks known as the "Banques Populaires" (18 regional banks, CASDEN Banque
Populaire and Crédit Coopératif). Taken together, the two retail bank groups
constitute one of the strongest banking networks in France.
·

Natixis: which is the corporate and investment banking, solutions and
services arm of the Groupe BPCE. The Natixis group has three core business lines:
corporate and investment banking, investment solutions (including asset
management, insurance and private banking) and specialized financial services.
Natixis also owns 20 per cent non-voting interests in the regional banks in the
Banque Populaire and Caisse d'Epargne networks. Natixis is listed on Euronext
Paris. BPCE holds approximately 71.5% of the share capital of Natixis (excluding
treasury shares), and the remainder continues to be held by the public.

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·

Specialized Affiliates of BPCE: including affiliates with activities in
insurance (GCE Assurances and an interest in CNP Assurances), international
retail banking (Financière Océor and several BFBP affiliates) and French retail
banking (Société Marseillaise de Crédit and BCP).
The Groupe BPCE also includes a number of specialized affiliates that were not contributed to BPCE
in the Combination Transactions, including Crédit Foncier de France (a leading real estate and public housing
lender), Banque Palatine (which provides banking services tailored to managers of small businesses), and a
number of entities that are active in the real estate field, such as Nexity, a leading real estate developer (41%
interest, with the remainder held by its management and the public), and Foncia, a leading real estate brokerage
and property management group. BPCE has announced that it intends to merge with the holding companies that
own the group's interests in these affiliates, except the interest in Nexity, which will continue to be held by the
Caisses d'Epargne.
The Groupe BPCE SA
BPCE holds a 71.5% interest in Natixis (excluding treasury shares), and the interests in the specialized
affiliates of BPCE described above. It does not hold any direct financial interest in the regional banks, although
it holds an indirect interest through Natixis, which holds 20% non-voting equity interests in each of the regional
banks.
The Groupe BPCE SA (meaning BPCE and its consolidated subsidiaries and associates) had
consolidated net banking income of 6.5 billion in 2009, consolidated assets of 613.0 billion as of 31
December 2009 and consolidated shareholders equity of 28.5 billion (23.2 billion group share) as of 31
December 2009.
All of BPCE's ordinary shares are held by the regional banks half by the Caisses d'Epargne and half
by the Banques Populaires (the regional banks are in turn owned directly or indirectly by over 7 million
cooperative shareholders (as of December 31, 2008), primarily customers). In addition, 30% of the share capital
of BPCE is held in the form of non-voting preference shares issued to the Société de Prise de Participation de
l'Etat ("SPPE"), a company that is wholly-owned by the French State. SPPE subscribed to BPCE warrants that
may be exercised five years after their issuance (if they remain outstanding) for new ordinary BPCE shares
representing a maximum voting interest of 20%. The preference shares and the warrants will be redeemable by
BPCE at any time after one year following their issuance.
BPCE has a two-tier governance structure, with a supervisory board with 18 members that are elected
by the voting shareholders, and a management board that is appointed by the supervisory board. Under a
protocol signed by CNCE, BFBP and the French State on 24 June 2009 (the "BPCE Protocol"), the French
State nominated four members of the supervisory board (two of whom must be independent). The remaining
members were nominated by the regional banks, with equal numbers nominated by the banks in each network.
Capital Adequacy Ratios
The Tier 1 capital ratios of the Groupe BPCE and the Groupe BPCE SA as of 31 December 2009
(based on Basel II / CRD Standards) were 9.1% and 9.6%, respectively.

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Risk Factors Relating to the Issuer
Prior to making an investment decision, prospective investors should read this Prospectus and consider
carefully the matters discussed under "Risk Factors" below. There are certain factors that may affect the Issuer's
ability to fulfill its obligations under the Notes. In particular, prospective investors should consider the
following risk factors related to the Issuer:
·
Risks that Groupe BPCE may not achieve the financial objectives in its recently announced
strategic plan;
·
Risks that BPCE and the Groupe BPCE may not achieve the expected synergies from the
Combination Transactions;
·
Risks that integration process may be difficult and could disrupt operations or could prove to
be more costly than anticipated;
·
Risks relating to the guarantee in favor of Natixis provided by BPCE;
·
Risks inherent to banking activities including credit risks, market, liquidity and financing
risks, operational risks and insurance risks;
·
Risks relating to adverse global economic and market conditions;
·
Risks that legislative action and other measures taken by governments and regulators in
France or globally may not stabilize the financial system;
·
Risks that BPCE may be required to contribute funds to the entities that are part of the
financial solidarity mechanism that encounter financial difficulties, including some entities in
which BPCE holds no economic interest;
·
Risks related to the impact of the reform of the distribution of the "Livret A" passbook
savings account on the revenues and net income of the Caisses d'Epargne;
·
A substantial increase in new provisions or losses greater than the level of previously
recorded provisions could adversely affect BPCE's results of operations and financial
condition; and
·
Other factors described under "Risk Factors".

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