Bond BPCe 12.5% ( US05571AAA34 ) in USD

BPCe

100 % ⇌

France

US05571AAA34 ( in USD )

12.5% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond BPCE US05571AAA34 en USD 12.5%, maturity Perpetual

100 000 USD

443 690 000 USD

05571AAA3

31/03/2026 ( In 146 days )

BPCE is France's second-largest banking group, a cooperative network formed from the merger of the Banques Populaires and Caisses d'Epargne, providing a comprehensive range of retail banking, asset management, and insurance services.

The Bond issued by BPCe ( France ) , in USD, with the ISIN code US05571AAA34, pays a coupon of 12.5% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

SUPPLEMENT TO THE
EXCHANGE OFFERING MEMORANDUM

Offers to Exchange
New Undated Deeply Subordinated Notes of BPCE (To Be Issued in Four Series)
for
Seven Issues of Outstanding Tier 1 Securities Issued by Natixis, NBP Capital Trust I and NBP Capital Trust III

___________________

This Supplement relates to the Exchange Offering Memorandum, dated July 3, 2009, relating to seven offers made by BPCE to exchange
new deeply subordinated notes issued by BPCE, issuable in four series (the "New Notes"), for outstanding existing securities of Natixis
(the "Exchange Offering Memorandum"). The purpose of this Supplement is to set forth the final principal amount of new notes of
each series to be issued by BPCE, to provide the definitive terms and conditions of the new notes and to provide certain other information.

Terms defined in the Exchange Offering Memorandum shall have the same meaning when used in this Supplement.
The Exchange Offering Memorandum constitutes a prospectus (a "Prospectus"), for the purposes of Directive n°2003/71/EC (the
"Prospectus Directive") and the Luxembourg Law dated 10 July 2005 on prospectuses for securities, and this Supplement constitutes a
supplement to the Prospectus for the purposes of Article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on
prospectuses for securities. Application has been made for the New 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").
The Prospectus, as supplemented hereby, has been approved by the Commission de Surveillance du Secteur Financier solely for the
purpose of admitting the New Notes to trading on the EU regulated market of the Luxembourg Stock Exchange.

This Supplement will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The New Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"). The New
Notes are being offered and sold in the United States only to qualified institutional buyers as defined in Rule 144A under the
Securities Act. Prospective purchasers are notified that sellers of the New Notes may rely on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the offering is being made in reliance on
Regulation S under the Securities Act.

The Dealer Managers for the Offers are:

BNP Paribas NATIXIS

August 5, 2009

TABLE OF CONTENTS

Page
Responsibility Statement ...............................................................................................................................................1
About this Supplement ..................................................................................................................................................2
Recent Developments Relating to the Issuer .................................................................................................................3
Update of Information Relating to the Exchange Offers and the New Notes................................................................5
Terms and Conditions of the Series EUR-1 New Notes......................................................................................... A1-1
Terms and Conditions of the Series EUR-2 New Notes......................................................................................... A2-1
Terms and Conditions of the Series USD-1 New Notes......................................................................................... A3-1
Terms and Conditions of the Series USD-2 New Notes......................................................................................... A4-1
i

RESPONSIBILITY STATEMENT
BPCE (whose registered office appears on the inside back cover of this Supplement) accepts responsibility for
the information contained (or incorporated by reference) in this Supplement and in the Exchange Offering
Memorandum. BPCE, having taken all reasonable care to ensure that such is the case, confirms that the information
contained in this Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission
likely to affect its import.

1

ABOUT THIS SUPPLEMENT
The information contained in this Supplement has been provided by BPCE. No person is authorized to give
information other than that contained in the Exchange Offering Memorandum, as supplemented hereby, or in the
documents incorporated by reference in the Exchange Offering Memorandum. Investors should not assume that the
information contained in the Exchange Offering Memorandum, as supplemented hereby, is accurate as of any date
other than the date on the front of this Supplement.
In deciding whether to invest in the New Notes, investors must rely on their own review of BPCE's
business (and that of its predecessors) and related matters and the terms of the New Notes, including the merits and
risks involved. Investors should not construe the contents of the Exchange Offering Memorandum, as supplemented
hereby, as legal, business or tax advice. Investors should consult their attorneys, business advisors or tax advisors as
to legal, business or tax advice.
The distribution of the Exchange Offering Memorandum and this Supplement, and the offer and sale of the
New Notes, may be restricted by law in certain jurisdictions. If this document comes into your possession, we
require you to inform yourself of and to observe all of these restrictions. The Exchange Offering Memorandum and
this Supplement do not constitute, and may not be used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law.

The Exchange Offering Memorandum contains restrictions on its distribution and on the offer and sale of
the New Notes, which apply mutatis mutandis to this Supplement. In particular, these restrictions apply to investors
in the European Economic Area, France, the United Kingdom, Italy (where investors were not eligible to participate
in the Offers), the United States, Hong Kong, Singapore and Switzerland.

This Supplement is not complete and must be read in conjunction with, and as a supplement to, the
Exchange Offering Memorandum. In particular, investors should consider the information set forth under
"Forward Looking Statements" and "Risk Factors" in the Exchange Offering Memorandum in considering
an investment in the New Notes.

2

RECENT DEVELOPMENTS RELATING TO THE ISSUER
General Shareholders Meeting of July 9, 2009

On July 9, 2009, the Issuer's general shareholders meeting was held. At this meeting, the shareholders
approved the change of the name of the Issuer from CEBP to BPCE.
General Shareholders Meetings of July 31, 2009 and Completion of the Combination Transactions

On July 31, 2009, the Issuer's general shareholders meeting was held. In addition, both CNCE and BFBP
held general shareholders meetings on the same date. At these meetings:
· The Combination Transactions (including the related contributions of businesses, assets and liabilities to
BPCE) were approved by the shareholders of BPCE, CNCE and BFBP, and the Combination Transactions
were effectively completed on the terms described in the Exchange Offering Memorandum.
· The members of the Supervisory Board were elected, as described below under "Supervisory Board and
Management Board."
· The Issuer's registered office was changed to 50, avenue Pierre Mendès-France, 75013 Paris, France.
Supervisory Board and Management Board

At the Issuer's general shareholders meeting of July 31, 2009, the members of the Issuer's Supervisory
Board were elected. The members include all of the persons described in the Exchange Offering Memorandum
under the heading "Management of BPCE Supervisory Board."
In addition, the French State's representatives were elected as members of BPCE's Supervisory Board.
These representatives were Mr. Ramon Fernandez and Mr. Hervé de Villeroché, as well as two independent
members, Mrs. Laurence Danon-Arnaud and Mr. Marwan Lahoud. The following table sets forth information
regarding these representatives.
Name
Principal
Activity

Ramon Fernandez ................................. Director General of Direction générale du Trésor et de la politique
économique (Treasury and Economic Policy Directorate in the
Ministry of the Economy, Industry and Employment, or DGTPE)
Business address: DGTPE, Ministère de l'Economie, 139 rue de
Bercy, 75012 Paris
Hervé de Villeroché .............................. Head of Financing at DGTPE and censeur on the General Council of
the Banque de France
Business address: DGTPE, Ministère de l'Economie, 139 rue de
Bercy, 75012 Paris
Laurence Danon-Arnaud (independent
Member of the Management Board, Compagnie Financière Edmond
member) ................................................
de Rothschild
Business address: Compagnie Financière Edmond de Rothschild, 47
rue du Faubourg Saint-Honoré, 75008 Paris

3

Marwan Lahoud (independent member) Chief Strategy and Marketing Officer, European Aeronautic Defense
and Space Company (EADS)
Business address: EADS, 37 boulevard de Montmorency, 75016
Paris

The Supervisory Board of BPCE held its first meeting on July 31, 2009. At this meeting, the persons
described in the Exchange Offering Memorandum under the heading "Management of BPCE Management Board"
were named as members of the Management Board.

The Management Board of BPCE also held its first meeting on July 31, 2009. At this meeting, the
Management Board authorized the issuance of the New Notes and delegated the authority to determine the definitive
terms and conditions of the New Notes to the persons indicated in the Terms and Conditions of the New Notes in
Annex A hereto.
Decision of Paris Court of Appeals of July 31, 2009
On July 31, 2009, the Paris Court of Appeals decided that the works council (comité d'entreprise) of the
Caisse d'Epargne Ile-de-France (CEIDF) did not receive sufficient information during the consultation process
relating to the creation of the new central body, BPCE. The decision overturned a prior decision of the Tribunal de
Grande Instance of July 10, 2009, which found that the information provided was sufficient. In response, CEIDF
has initiated further legal proceedings with a view to establishing that it respected its undertakings to the works
council, and it has also called a meeting of the works council for August 19, 2009.

The decision does not in any way affect the transactions in which BPCE became the central body of
Groupe BPCE, nor does it affect any of the decisions taken at the shareholders meeting of July 31, 2009, at which
CEIDF's participation was valid, or the consumation of the Contribution Transactions. It also does not impact the
role of BPCE as central body, including with respect to the financial solidarity mechanism.

4

UPDATE OF INFORMATION RELATING TO THE EXCHANGE OFFERS AND THE NEW NOTES
Results of the Exchange Offers
BPCE has accepted a total of 661.9 million principal amount (or liquidation amount) of Euro-denominated
Existing Securities and US$751.1 million principal amount (or liquidation amount) of U.S. dollar-denominated
Existing Securities for exchange in the offers (see "--Existing Securities Accepted for Exchange" below), and will
issue an aggregate principal amount of 426.8 million of Euro-denominated New Notes and U.S.$577.3 million of
U.S. dollar-denominated New Notes (as detailed below).
New Notes of BPCE to Be Issued
BPCE will issue an aggregate principal amount of 52.4 million of its Series EUR-1 New Notes, 374.5
million of its Series EUR-2 New Notes, US$133.6 million of its Series USD-1 New Notes and US$443.7 million
of Series USD-2 New Notes pursuant to the Offers (in each case including New Notes issued in respect of accrued
interest on Existing Securities). The New Notes issued by BPCE will count as Tier 1 capital for French bank
regulatory purposes, as was the case for the existing Natixis securities. Settlement and delivery of the New Notes is
expected to occur on or about August 6, 2009.
Information regarding BPCE's New Notes is set forth in the table below:

Fixed-to-
Step-Up

Issue

Floating
Margin (in
Series
ISIN
Principal Amount
Price
Coupon
Call Date
Interest Rate
basis points)
EUR - 1
FR0010777516
52,356,000
100%
13.0%
Sep. 30, 2015
No
n.a.
EUR - 2
FR0010777524
374,450,000
100%
12.5%
Sep. 30, 2019
Yes
1313
USD - 1
FR0010777532
US$133,560,000
100%
13.0%
Sep. 30, 2015
No
n.a.
US05571AAA34 (144 A)/
USD - 2
US$443,690,000
100%
12.5%
Sep. 30, 2019
Yes
1298
USF11494AA36 (Reg S)

5

Existing Securities Accepted for Exchange
The table below sets forth the principal amount (or liquidation amount in the case of the trust preferred
securities) of each series of Existing Securities that BPCE has accepted for exchange. The table also sets forth the
offer acceptance rate for each offer.

Principal/Liquidation

Amount Accepted for
Offer Acceptance Rate for
Series of Existing Securities
ISIN
Exchange
Each Offer

300 million Natixis Undated Deeply
Subordinated Floating Rate Notes issued on
FR0010154278 115,285,000
38%
January 25, 2005

200 million NBP Capital Trust I 8.32% Non-
cumulative Trust Preferred Securities issued
XS0113462609 168,167,000
84%
on June 28, 2000

750 million Natixis Undated Deeply
Subordinated Perpetual Fixed to Floating Rate
FR0010531012 378,400,000
50%
Notes issued on October 18, 2007

150 million Natixis Undated Deeply
Subordinated Perpetual Fixed to Floating Rate
FR0010600163 -
-
Notes issued on March 31, 2008

US$200 million NBP Capital Trust III 7.375%
Noncumulative Trust Preferred Securities
XS0176710068 US$57,575,000
29%
issued on October 27, 2003

US$300 million Natixis U.S. Dollar
Denominated Fixed Rate Undated Deeply
Subordinated Non-Cumulative Notes issued
FR0010607747 US$129,474,000
43%
on April 16, 2008

US$750 million Natixis Subordinated Fixed to
US63872AAA88 (144A)/
US$564,068,000 75%
Floating Rate Notes issued on April 30, 2008
USF6483LHM57 (Reg. S)

Improved Capital Ratios for BPCE and Natixis
The results of the exchange offers will have the effect of improving the quality of the consolidated regulatory capital of
BPCE and Natixis. The Core Tier 1 ratio (pro forma March 31, 2009) of BPCE (including BPCE as central body and its
consolidated affiliates) is expected to increase by 0.2 percentage points as a result of the offers. Following the expected transfer
of the exchanged Existing Securities to Natixis for cancellation and the issuance by Natixis of new Tier 1 deeply subordinated
notes to BPCE, the Core Tier 1 ratio (pro forma March 31, 2009) of Natixis is expected to increase by approximately 0.2
percentage points.

Amendments to Exchange Offering Memorandum

In the section "Terms and Conditions of the Series USD-1 New Notes", the second paragraph of
section 4.1 is amended to read as follows:

The Interest Amount for a Note of a denomination of US$1,500 for the initial period from (and including)
August 6, 2009 to (but excluding) September 30, 2010 will be US$224.38.

In the section "Terms and Conditions of the Series USD-2 New Notes", the final sentence of section
4.2.1 is amended to change the amount of US$121.88 to US$81.25, so that the sentence now reads as follows:

The Fixed Rate Interest Amount per $1,000 principal amount of Notes for the first Fixed Rate Interest
Payment Date will be US$81.25.

6

Change of Fiscal Agent for Series USD-2 Securities
The Fiscal Agent for the Series USD-2 Securities will be Deutsche Bank Trust Company Americas, the
address of whose specified office is set forth in the Exchange Offering Memorandum (as Deutsche Bank Trust
Company Americas was already to be designated as a U.S. paying agent), and on the inside back cover of this
Supplement.

7

ANNEX 1
TERMS AND CONDITIONS OF THE SERIES EUR-1 NEW NOTES
The issue outside the Republic of France of the Euro (EUR) 52,356,000 Deeply Subordinated Fixed Rate
Notes (the Notes) was decided on August 4, 2009 by Mr Roland Charbonnel, Directeur du département Emissions
et Communication Financière of BPCE (the Issuer), acting pursuant to a resolution of the Management Board
(directoire) of the Issuer dated July 31, 2009. The Notes are issued with the benefit of a fiscal agency agreement (the
Fiscal Agency Agreement) dated on or about August 6, 2009 between the Issuer, Deutsche Bank AG, London
Branch as fiscal agent (the Fiscal Agent, which expression shall, where the context so admits, include any successor
for the time being of the Fiscal Agent), as calculation agent (the Calculation Agent, which expression shall, where
the context so admits, include any successor for the time being of the Calculation Agent) and as paying agent (the
Paying Agent, which expression shall, where the context so admits, include any successor for the time being of the
Paying Agent). Reference below to the Agents shall be to the Fiscal Agent, the Paying Agent and/or the Calculation
Agent, as the case may be. Copies of the Fiscal Agency Agreement are available for inspection at the specified
offices of the Agents. References below to Conditions are, unless the context otherwise requires, to the numbered
paragraphs below.
1 DEFINITIONS
For the purposes of these Conditions:
A Interest has the meaning set forth in Condition 4.3 (Interest Payable).
Actual/Actual - ICMA means,
(A)
If the Calculation Period is equal to or shorter than the Interest Period during which the number of
days in such Calculation Period divided by the product of (x) the number of days in such Interest
Period and (y) the number of Interest Periods normally ending in any year; or
(B)
If the Calculation Period is longer than one Interest Period, the sum of:
(1)
the number of days in such Calculation Period falling in the Interest Period in which the
Calculation Period begins divided by the product of (x) the number of days in such
Interest Period and (y) the number of Interest Periods normally ending in any year; and
(2)
the number of days in such Calculation Period falling in the next Interest Period divided
by the product of (x) the number of days in such Interest Period and (y) the number of
Interest Periods normally ending in any year.
Accrued Interest means interest accrued on the Notes since the most recent Interest Payment Date in
respect of the Principal Amount.
Applicable Banking Regulations means, at any time, the capital adequacy regulations then in effect of the
regulatory authority in France (or if the Issuer becomes domiciled in a jurisdiction other than France, such other
jurisdiction) having authority to adopt capital adequacy regulations with respect to the Issuer.
Calculation Period means any period of time (from and including the first day of such period to but
excluding the last) in respect of the calculation of an amount of interest on any Note.
Compulsory Interest Payment Date means each Interest Payment Date prior to which the Issuer has, at
any time during a period of one-year prior to such Interest Payment Date:
(i)
declared or paid a dividend (whether in cash, shares or any other form), or more generally made a
payment of any nature, on any classes of shares, on other equity securities issued by the Issuer or
A1-1