Bond Groupe BPCE 4.625% ( FR0010117366 ) in EUR

Groupe BPCE

100 % ▼

France

FR0010117366 ( in EUR )

4.625% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond BPCE FR0010117366 en EUR 4.625%, maturity Perpetual

1 000 EUR

700 000 000 EUR

30/07/2026 ( In 126 days )

The second-largest banking group in France, comprising the Banque Populaire and Caisse d'Épargne networks.

This bond, identified by ISIN FR0010117366, is issued by BPCE, a significant French banking group formed from the merger of the Banques Populaires and Caisses d'Épargne networks, establishing itself as one of France's largest financial institutions with diversified activities spanning retail banking, corporate and investment banking, and asset management. Originated in France, this instrument is currently valued at par, trading at 100% of its nominal value and denominated in Euros. It features a fixed annual interest rate of 4.625% and represents a total issuance volume of 700,000,000 EUR, with a minimum purchase amount set at 1,000 EUR. A distinctive characteristic is its perpetual maturity, meaning it has no specified redemption date, and interest payments are scheduled once per period, typically annually for such long-term instruments.

CAISSE NATIONALE DES CAISSES D'EPARGNE ET DE PREVOYANCE
Issue of Euro 700,000,000 Deeply Subordinated Fixed changing to Floating Rate Notes
Under the
Euro 20,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
due from one month from the date of original issue
SERIES NO: 246
TRANCHE NO: 1
Issue Price: 99.682 per cent.
The Euro ("EUR") 700,000,000 Deeply Subordinated Fixed changing to Floating Rate Notes (the "Notes") are being
issued by Caisse Nationale des Caisses d'Epargne et de Prévoyance (the "Issuer" or "CNCEP") and will bear interest
at 4.625 per cent. per annum payable annually in arrear on 30 July in each year commencing on 30 July 2005 (there
will be a first short coupon) until 30 July 2015 (included) and thereafter at Euribor 3 months + 1.53 per cent. per
annum payable quarterly in arrear on 30 October, 30 January, 30 April and 30 July in each year commencing on 30
October 2015, as more fully described in the Pricing Supplement.
For so long as the compulsory interest provisions do not apply, the Issuer may elect not to pay interest on the Notes,
in particular with a view to allowing the Issuer to ensure the continuity of its activities without weakening its
financial structure.
Accrued Interest and the Principal Amount of the Notes may be reduced following a Supervisory Event, on a semi-
annual basis (see Condition 17).
The Notes may be redeemed (in whole but not in part) on 30 July 2015 and on any Interest Payment Date (as defined
in Condition 5) thereafter, at the option of the Issuer. The Issuer will also have the right to redeem the Notes (in
whole but not in part) for certain tax and regulatory reasons.
Application has been made for the Notes to be listed on the Luxembourg Stock Exchange.
The Notes are expected to be assigned a rating of AA- by Fitch Ratings, A1 by Moody's Investors Services, Inc. and
A+ by Standard & Poor's Ratings Services. A rating is not a recommendation to buy, sell or hold securities and may
be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency.
See "Certain Investment Considerations" beginning on page 9 for certain information relevant to an investment
in the Notes.
The Notes will, upon issue on 6 October 2004, be entered in the books of Euroclear France which shall credit the
accounts of the Account Holders (as defined in Condition 1) including the depositary bank for Clearstream Banking,
société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear").
The Notes will be issued in denominations of EUR 1,000 and will at all times be represented in book entry form
(dématérialisés) in compliance with article L.211-4 of the French Code monétaire et financier in the books of the
Account Holders.
Joint Bookrunners and Joint Lead Managers
CDC IXIS CAPITAL MARKETS

CITIGROUP
Senior Co-Lead Manager

MORGAN STANLEY
The date of this Offering Document is 4 October 2004

This document (the "Offering Document"), under which the Notes described herein (the
"Notes") are issued, contains the final terms of the Notes, and is supplemental to, and should be
read in conjunction with, the Offering Circular (the "Offering Circular") dated 23 September
2003 issued in relation to the Euro 20,000,000,000 Euro Medium Term Note Programme of the
Issuer.
Terms defined in the Offering Circular have the same meaning in this Offering Document. The
Notes will be issued on the terms of this Offering Document read together with the Offering
Circular.
The Issuer accepts responsibility for the information contained in this Offering Document
which, when read together with the Offering Circular, contains all information that is material in
the context of the issue of the Notes.
This Offering Document does not constitute, and may not be used for the purposes of, an offer
of, or an invitation by or on behalf of anyone to subscribe for or purchase any of the Notes.
Except as disclosed in this document, there has been no (i) significant change in the financial or
trading position of the Issuer since 31 December 2003 and no material adverse change in the
financial position or prospects of the Issuer and its consolidated subsidiaries (filiales
consolidées) and consolidated affiliates (participations consolidées) taken as a whole since 31
December 2003, or (ii) any development reasonably likely to involve an adverse change that is
material in the context of the Notes.
The Offering Circular, together with this Offering Document, contains all information relating
to the assets and liabilities, financial position, profits and losses of the Issuer which is material
in the context of the issue and offering of the Notes and nothing has happened which would
require the Offering Circular to be supplemented or to be updated in the context of the issue and
offering of the Notes.
Signed:

Pierre Servant
Membre du Directoire
In connection with this issue, CDC IXIS Capital Markets (the "Stabilising Agent") or any
person acting for the Stabilising Agent may over-allot or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise
prevail for a limited period. However, there may be no obligation on the Stabilising Agent
or any agent of the Stabilising Agent to do this. Such stabilising, if commenced, may be
discontinued at any time and must be brought to an end after a limited period. Any such
transactions will be carried out in accordance with applicable laws and regulations.
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CONTENTS
Clause
Page
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES..............................4
CERTAIN INVESTMENT CONSIDERATIONS...............................................................9
TAXATION...................................................................................................................... 12
PRICING SUPPLEMENT ............................................................................................... 14
INFORMATION RELATING TO SOLVENCY RATIOS AND ISSUES OF
SECURITIES QUALIFYING AS TIER 1 AND TIER 2 CAPITAL................................. 41
CAPITALISATION OF CNCEP...................................................................................... 47
DESCRIPTION OF THE ISSUER ................................................................................... 48
CNCEP CONSOLIDATED FINANCIAL STATEMENTS .............................................. 51
CNCEP INDIVIDUAL FINANCIAL STATEMENTS ..................................................... 94
DESCRIPTION OF THE CAISSE D'EPARGNE GROUP ............................................ 116
MANAGEMENT REPORT OF THE CAISSE D'EPARGNE GROUP.......................... 120
CONSOLIDATED FINANCIAL STATEMENTS OF THE CAISSE D'EPARGNE
GROUP.......................................................................................................................... 158
RECENT DEVELOPMENTS ........................................................................................ 202
USE OF PROCEEDS..................................................................................................... 206

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SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the detailed information appearing
elsewhere in this Offering Document and in the Offering Circular. Capitalised terms used but
not defined in this summary shall bear the respective meanings ascribed to them in the Pricing
Supplement. Investors should read the entire Offering Document and the entire Offering
Circular carefully before deciding to purchase the Notes.
Issuer:
Caisse Nationale des Caisses d'Epargne et de
Prévoyance
Description:
EUR 700,000,000 Deeply Subordinated Fixed changing
to Floating Rate Notes, the proceeds of which constitute
Tier 1 Capital, issued under the Issuer's Euro
20,000,000,000 Euro Medium Term Note Programme
Joint Bookrunners and Joint CDC IXIS Capital Markets and Citigroup Global
Lead Managers:
Markets Limited
Senior Co-Lead Manager:
Morgan Stanley & Co. International Limited
Amount:
EUR 700,000,000
Fiscal Agent, Principal Paying Deutsche Bank AG London
Agent and Calculation Agent:
Other Paying Agents:
Deutsche Bank AG Paris branch as Paris Paying Agent
and Deutsche Bank Luxembourg S.A. as Luxembourg
Paying Agent
Method of Issue:
The Notes will be issued on a syndicated basis.
Maturity:
The Notes are undated Notes in respect of which there is
no fixed redemption date.
Currency:
EUR
Denomination:
The Notes will be issued in Denominations of
EUR 1,000.
Status of the Notes:
The Notes are Deeply Subordinated Notes (obligations)
of the Issuer issued pursuant to the provisions of article
L. 228-97 of the French Code de commerce, as amended
by law n° 2003-706 on financial security dated 1 August
2003.
The principal and interest on the Notes constitute direct,
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unconditional, unsecured and deeply subordinated
obligations of the Issuer and rank and will rank pari
passu among themselves and with all other present and
future Deeply Subordinated Notes (as defined in
Condition 3(b)) but shall be subordinated to the prêts
participatifs granted to the Issuer and titres participatifs,
Ordinarily Subordinated Notes and Unsubordinated
Notes (both as defined in Condition 3(b)) issued by the
Issuer. In the event of liquidation, the Notes shall rank in
priority to any payments to holders of any classes of
shares and of any other equity securities issued by the
Issuer.
Use of Proceeds:
The proceeds of the issue of the Notes will be treated for
regulatory purposes as fonds propres de base for the
Issuer. Fonds propres de base ("Tier 1 Capital") shall
have the meaning given to it in Article 2 of Règlement
n° 90-02 dated 23 February 1990, as amended, of the
Comité de la Réglementation Bancaire et Financière
(the "CRBF Regulation"), or otherwise recognised as
fonds propres de base by the Secrétariat général of the
Commission bancaire ("SGCB"). The CRBF Regulation
should be read in conjunction with the press release of
the Bank for International Settlements dated
27 October 1998 concerning instruments eligible for
inclusion in Tier 1 Capital (the "BIS Press Release").
The French language version of the BIS Press Release is
attached to the report published annually by the SGCB
entitled "Modalités de calcul du ratio international de
solvabilité".
Negative Pledge:
There is no negative pledge in respect of the Notes.
Event of Default:
The events of default in respect of the Notes are limited
to liquidation, as set out in Condition 9(b).
Principal Amount of the Notes:
The principal amount of the Notes may be reduced
following a Supervisory Event (as defined in Condition
17, which is set out in Annex 1 to the Pricing
Supplement), on a semi-annual basis.

The principal amount of the Notes will be reinstated
following a Return to Financial Health (as defined in
Condition 17, which is set out in Annex 1 to the Pricing
Supplement) of the Issuer.
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Supervisory Event:
Supervisory Event means the first date of either of the
following events: (i) the risk-based consolidated capital
ratio of the Issuer and its consolidated subsidiaries and
affiliates, calculated in accordance with the Applicable
Banking Regulations (as defined in Annex 1 to the
Pricing Supplement), falls below the minimum
percentage required in accordance with Applicable
Banking Regulations or below any other future
minimum regulatory threshold applicable to the Issuer,
or (ii) the notification by the Secrétariat général of the
Commission bancaire ("SGCB"), in its sole discretion,
to the Issuer, that it has determined, in view of the
financial condition of the Issuer, that the foregoing
clause (i) would apply in the near term.
End of Supervisory Event:
End of Supervisory Event means, following a
Supervisory Event, the first date of either of the
following events: (i) the risk-based consolidated capital
ratio of the Issuer and its consolidated subsidiaries and
affiliates, calculated in accordance with the Applicable
Banking Regulations, complies with the minimum
percentage required in accordance with Applicable
Banking Regulations and with any other future
minimum regulatory threshold applicable to the Issuer,
or, (ii) if the Supervisory Event occurred pursuant to
clause (ii) of the definition of Supervisory Event above,
the notification by the SGCB, in its sole discretion, to
the Issuer, that it has determined, in view of the financial
condition of the Issuer, that the circumstances which
resulted in the Supervisory Event have ended.
Return to Financial Health:
Return to Financial Health means a positive
Consolidated Net Income (as defined in Condition 17,
which is set out in Annex 1 to the Pricing Supplement)
recorded for at least two consecutive financial years
following the End of Supervisory Event.
Optional Redemption/Early
The Notes may be redeemed (in whole but not in part) at
Redemption:
the Original Principal Amount (as defined in paragraph
21(ii) of the Pricing Supplement) together with any
amounts outstanding thereon, including Accrued
Interest, on 30 July 2015 and on any Interest Payment
Date thereafter, at the option of the Issuer.
The Issuer will also have the right to redeem the Notes
(in whole but not in part) at the higher of (a) the Original
Principal Amount (as defined in paragraph 21(ii) of the
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Pricing Supplement) together with any amounts
outstanding thereon, including Accrued Interest, and
(b) the Make Whole Amount (as defined in
paragraph 24(i) of the Pricing Supplement) for certain
tax and regulatory reasons.

Any early redemption is subject to the prior approval of
the SGCB.
Taxation:
See paragraph "Taxation" thereafter.
Interest:
The Notes will bear interest at 4.625 per cent. per annum
payable annually in arrear on 30 July in each year
commencing on 30 July 2005 (there will be a first short
coupon) until 30 July 2015 (included) and thereafter at
Euribor 3 months + 1.53 per cent. per annum payable
quarterly in arrear on 30 October, 30 January, 30 April
and 30 July in each year commencing on 30 October
2015.
Payment of interest will be compulsory on any
Compulsory Interest Payment Date (as defined in the
Pricing Supplement) in the conditions specified in the
Pricing Supplement.

For so long as the compulsory interest provisions do not
apply, the Issuer may pay interest on any Optional
Interest Payment Date in accordance with Condition 5
and Condition 17, as respectively amended and set out in
Annex 1 to the Pricing Supplement.

The Issuer may elect not to pay interest on any Optional
Interest Payment Date in particular with a view to
allowing the Issuer to ensure the continuity of its
activities without weakening its financial structure.

Save as otherwise provided, any interest not paid on an
Optional Interest Payment Date shall be forfeited and no
longer be due and payable by the Issuer.

The modalities and basis of calculation and accrual of
interest payable on any Optional Interest Payment Date
are specified in Condition 5 and Condition 17(d) as
respectively amended and as set out in Annex 1 to the
Pricing Supplement.
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Form of Notes:
The Notes will, upon issue on 6 October 2004, be
entered in the books of Euroclear France which shall
credit the accounts of the Account Holders (as defined in
Condition 1) including the depositary bank for
Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") and Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear").
The Notes will be issued in bearer dematerialised form
(au porteur) and will at all times be represented in book
entry form in compliance with Article L.211-4 of the
Code (as defined in Condition 1).
Governing Law:
French law
Clearing Systems:
Euroclear France as central depositary

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CERTAIN INVESTMENT CONSIDERATIONS
The following is a summary of certain aspects of the offering of the Notes of which prospective
investors should be aware. Prior to making an investment decision, prospective investors should
consider carefully all of the information set out in this Offering Document and the Offering
Circular, including in particular the following investment considerations detailed below. This
summary is not intended to be exhaustive and prospective investors should make their own
independent evaluations of all investment considerations and should also read the detailed
information set out elsewhere in this Offering Document and in the Offering Circular.
Risk Associated with the Financial Condition of the Issuer
The Issuer's obligations under the Notes are deeply subordinated obligations of the Issuer which
are the most junior debt instruments of the Issuer, subordinated to and ranking behind the claims
of all other unsubordinated and ordinarily subordinated creditors of the Issuer, lenders in
relation to prêts participatifs granted to the Issuer and holders of titres participatifs issued by
the Issuer. The Issuer's obligations under the Notes rank in priority only to the share capital and
any other equity securities of the Issuer.
In the event of judicial liquidation (liquidation judiciaire) of the Issuer, the holders of the Notes
may recover proportionately less than the holders of more senior indebtedness of the Issuer. In
the event that the Issuer has insufficient assets to satisfy all of its claims in liquidation of the
Issuer, the holders of the Notes may receive less than the nominal amount of the Notes and may
incur a loss of their entire investment.
Securities Qualifying as Tier 1 Capital
The Notes are being issued for capital adequacy regulatory purposes and it is the Issuer's
intention that they qualify as Tier 1 capital for itself, although no representation is given that
this is or will remain the case during the life of the Notes. Such qualification depends upon a
number of conditions being satisfied and which are reflected in the terms and conditions of the
Notes. One of these relates to the ability of the Notes and the proceeds of their issue to be
available to absorb any losses of the Issuer. Accordingly, in certain circumstances and/or upon
the occurrence of certain events, payments of interest under the Notes may be restricted and, in
certain cases, forfeited and the amount of interest and principal may be reduced, on a semi-
annual basis, as described below.
Restrictions on Payment
Interest
For so long as the compulsory interest provisions do not apply, the Issuer may elect not to pay
interest on the Notes, in particular with a view to allowing the Issuer to ensure the continuity of
its activities without weakening its financial structure.
Any interest not paid on an Optional Interest Payment Date shall be forfeited and shall therefore
no longer be due and payable by the Issuer, save as otherwise provided.
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Payment of interest will automatically be suspended upon the occurrence of a Supervisory
Event, unless such interest is compulsorily due (as set out in Condition 5(h), as amended in
Annex 1 to the Pricing Supplement).
In accordance with Condition 17, which is set out in Annex 1 to the Pricing Supplement,
Accrued Interest (as defined in Condition 17, which is set out in Annex 1 to the Pricing
Supplement) may be reduced, as required, on one or more occasions, following a Supervisory
Event, on a semi-annual basis.
Principal Amount
In accordance with Condition 17, which is set out in Annex 1 to the Pricing Supplement, the
principal amount of the Notes may be reduced, as required, on one or more occasions, following
a Supervisory Event, on a semi-annual basis.
No Limitation on Issuing Debt
There is no restriction on the amount of debt which the Issuer may issue. The Issuer and its
affiliates may incur additional indebtedness, including indebtedness that ranks senior in priority
of payment to the Notes.
If the Issuer's financial condition were to deteriorate, the holders of the Notes could suffer direct
and materially adverse consequences, including suspension of interest, the reduction of the
principal amount of the Notes and, if the Issuer were liquidated (whether voluntarily or
involuntarily), loss by holders of the Notes of their entire investment.
Semi-Annual Loss Absorption
The loss absorption related to the Notes will be implemented on a semi-annual basis. The Issuer
has issued other deeply subordinated obligations where the loss absorption is implemented on
an annual basis.
As a result, the modalities of loss absorption for the holders of the Notes may be different from
those applicable to the holders of previously issued deeply subordinated obligations where the
loss absorption is implemented on an annual basis.
Undated Securities
The Notes are undated securities, with no specified maturity date. The Issuer is under no
obligation to redeem the Notes at any time (except as provided in Condition 6(f)(ii) Redemption
for taxation reasons).
The holders of the Notes have no right to require redemption, except if a judgment is issued for
the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any
other reason.
Redemption Risk
The Notes may be redeemed in whole (but not in part), at the option of the Issuer, (i) on 30 July
2015 or on any Interest Payment Date thereafter, (ii) at any time for certain tax reasons and (iii)
at any time upon the occurrence of certain regulatory events.
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