Obligation Groupe BPCE 4.06% ( FR0010301846 ) en EUR

Groupe BPCE

100 % ⇌

France

FR0010301846 ( en EUR )

4.06% par an ( paiement annuel )

05/04/2032 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0010301846 en EUR 4.06%, échue

Deuxième groupe bancaire en France, regroupant les réseaux Banque Populaire et Caisse d'Épargne.

L'Obligation émise par Groupe BPCE ( France ) , en EUR, avec le code ISIN FR0010301846, paye un coupon de 4.06% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/04/2032

OFFERING CIRCULAR

CAISSE NATIONALE DES CAISSES D'EPARGNE
ET DE PREVOYANCE
Euro 20,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue

Under the Euro Medium Term Note Programme described in this Offering Circular (the "Programme"), Caisse Nationale des Caisses d'Epargne et de
Prévoyance (the "Issuer" or "CNCEP" or "CNCE"), subject to compliance with all relevant laws, regulations and directives, may from time to time
issue Euro Medium Term Notes under the Programme (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed
Euro 20,000,000,000 (or the equivalent in other currencies).
This Offering Circular replaces and supersedes the Offering Circular dated 23 September 2003.
This Offering Circular shall be in force for a period of one year as of the date set out hereunder.
Application will be made in certain circumstances to list Notes issued under the Programme on the Luxembourg Stock Exchange. However, unlisted
Notes may be issued pursuant to the Programme. The relevant Pricing Supplement (a form of which is contained herein) in respect of the issue of any
Notes will specify whether or not such Notes will be listed and, if so, the relevant stock exchange.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described
herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-4 of the French Code monétaire et financier. No physical
documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of
Euroclear France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and
Conditions of the Notes - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V.as operator of the Euroclear System
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or in registered dematerialised form
(au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form
(nominatif pur), in which case they will be inscribed with the registration agent (designated in the relevant Pricing Supplement) for the Issuer, or in
administered registered form (nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the
relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global
Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date
expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued
in respect of Materialised Bearer Notes") upon certification as to non US beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited
on the issue date with a common depositary for Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared
through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as
agreed between the Issuer and the relevant Dealer (as defined below).
Unless otherwise specified in the applicable Pricing Supplement, Notes will be rated as follows

Status of the Notes
Rating given by
Rating given by

Rating given by Standard

Fitch Ratings
Moody's Investors Services Inc. and Poor's Ratings Services
Unsubordinated Notes (long term)
AA
Aa2

AA
Unsubordinated
Notes
(short
term)
F1+
P-1
A-1+
Subordinated Notes (Lower Tier 2)
AA-
Aa3

AA-
Subordinated Notes (Upper Tier 2)
AA-
Aa3

A+
Subordinated Notes (Tier 1)
AA- A1

Fitch Ratings, Moody's Investors Services Inc. and Standard & Poor's Ratings Services will only rate Tier 3 Subordinated Notes (as defined herein), on a
case-by-case basis. Standard & Poor's Ratings Services will only rate Tier 1 Subordinated Notes (as defined herein), on a case-by-case basis. Structured
Senior Notes or other Notes issued pursuant to the Programme may be unrated or rated differently in certain circumstances. Where an issue of Notes is
rated, its rating will not necessarily be the same as the rating assigned to Notes issued under the Programme. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
Arranger
Deutsche Bank
Dealers
Barclays Capital
CDC IXIS Capital Markets
Citigroup
Credit Suisse First Boston

Deutsche Bank
Goldman Sachs International
HSBC
JPMorgan
Lehman Brothers
Merrill Lynch International
Morgan Stanley
Nomura International

The date of this Offering Circular is 28 October 2004.

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all
information with respect to the Issuer, the Issuer and its consolidated subsidiaries and affiliates (filiales
consolidées et participations consolidées) taken as a whole (the "Group") and the Notes that is material
in the context of the issue and offering of the Notes, the statements contained in it relating to the Issuer,
the Group and the Notes are in every material particular true and accurate and not misleading, the
opinions and intentions expressed in this Offering Circular with regard to the Issuer and the Group are
honestly held, have been reached after considering all relevant circumstances and are based on
reasonable assumptions, there are no other facts in relation to the Issuer, the Group or the Notes the
omission of which would, in the context of the issue and offering of the Notes, make any statement in
this Offering Circular misleading in any material respect and all reasonable enquiries have been made
by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements.
The Issuer accepts responsibility accordingly.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers or the Arranger (each as defined in "Summary of the Programme").
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer or
the Group since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that there has been no adverse change in the financial position of the
Issuer or the Group since the date hereof or the date upon which this Offering Circular has been most
recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Offering Circular comes are required by
the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such
restriction. The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and include Materialised Notes in bearer form that are subject
to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States or to the account or benefit of U.S. persons (as defined in Regulation S under
the Securities Act ("Regulation S") or, in the case of Materialised Notes in bearer form, the U.S.
Internal Revenue Code of 1986, as amended (the "U.S. Internal Revenue Code")). For a description of
certain restrictions on offers and sales of Notes and on distribution of this Offering Circular, see
"Subscription and Sale".
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or
the Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Offering
Circular. None of the Dealers or the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this
Offering Circular. Neither this Offering Circular nor any other financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation
by any of the Issuer, the Arranger or the Dealers that any recipient of this Offering Circular or any
other financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Offering Circular and its

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purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or
the Arranger undertakes to review the financial condition or affairs of the Issuer or the Group during
the life of the arrangements contemplated by this Offering Circular nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Dealers or the
Arranger.
In connection with any Tranche (as defined in "Summary of the Programme"), one of the Dealers may
act as a stabilising agent (the "Stabilising Agent"). The identity of the Stabilising Agent will be disclosed
in the relevant Pricing Supplement. References in the next paragraph to "the issue of any Tranche" are
to each Tranche in relation to which a Stabilising Agent is appointed.
In connection with the issue of any Tranche, the Stabilising Agent or any person acting for him 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 his 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.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the currency of the participating member states of the European
Economic and Monetary Union which was introduced on 1 January 1999, references to "£", "pounds
sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom references to "$",
"USD" and "U.S. Dollars" are to the lawful currency of the United States of America, references to "¥",
"JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan and references to "CHF" and
"Swiss francs" are to the lawful currency of the Helvetic Confederation.

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DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with any amendments or supplements to
this Offering Circular, each relevant Pricing Supplement, the most recently published audited annual accounts
and any interim accounts (whether audited or unaudited) published subsequently to such annual accounts of
the Issuer from time to time, each of which shall be deemed to be incorporated in, and to form part of, this
Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to
the extent that a statement contained in any such document is inconsistent with such contents. All documents
incorporated by reference in this Offering Circular may be obtained, free of charge, at the offices of each
Paying Agent set out at the end of this Offering Circular during normal business hours so long as any of the
Notes are outstanding.
SUPPLEMENTAL OFFERING CIRCULAR
The Issuer has given an undertaking to the Dealers and to the Luxembourg Stock Exchange that if at any time
during the duration of the Programme there is a significant change affecting any matter contained in this
Offering Circular (including the "Terms and Conditions of the Notes") whose inclusion would reasonably be
required by investors and their professional advisers, and would reasonably be expected by them to be found
in this Offering Circular, for the purpose of making an informed assessment of the assets and liabilities,
financial position, profits and losses and prospects of the Issuer, the Group and the rights attaching to the
Notes, the Issuer shall prepare an amendment or supplement to this Offering Circular or publish a replacement
Offering Circular for use in connection with any subsequent offering of the Notes, submit such amendment or
supplement to the Luxembourg Stock Exchange for approval and supply each Dealer and the Luxembourg
Stock Exchange with such number of copies of such amendment or supplement as may reasonably be
requested. All documents prepared in connection with the listing of the Programme will be available at the
specified office of the Paying Agent in Luxembourg.

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TABLE OF CONTENTS
Page
TABLE OF CONTENTS.............................................................................................................................. 1
SUMMARY OF THE PROGRAMME ......................................................................................................... 1
TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 1
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES1
USE OF PROCEEDS................................................................................................................................... 1
DESCRIPTION OF THE ISSUER ............................................................................................................... 1
CNCEP CONSOLIDATED FINANCIAL STATEMENT .............................................................................. 1
CNCEP INDIVIDUAL FINANCIAL STATEMENT..................................................................................... 1
DESCRIPTION OF THE CAISSE D'EPARGNE GROUP ............................................................................ 1
MANAGEMENT REPORT OF THE CAISSE D'EPARGNE GROUP FOR THE 2003 FINANCIAL YEAR 1
CONSOLIDATED FINANCIAL STATEMENT OF THE CAISSE D'EPARGNE GROUP ............................ 1
CNCEP INTERIM CONSOLIDATED FINANCIAL STATEMENTS ........................................................... 1
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS ............................................. 1
CNCEP INTERIM INDIVIDUAL FINANCIAL STATEMENTS.................................................................. 1
CAISSE D'EPARGNE GROUP INTERIM CONSOLIDATED FINANCIAL STATEMENT......................... 1
SUBSCRIPTION AND SALE...................................................................................................................... 1
FORM OF PRICING SUPPLEMENT .......................................................................................................... 1
GENERAL INFORMATION ....................................................................................................................... 1

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SUMMARY OF THE PROGRAMME
The following summary is qualified in its entirety by the remainder of this Offering Circular. The Notes will be
issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and, unless otherwise
specified in the relevant Pricing Supplement, will be subject to the Terms and Conditions set out on pages 15
to 43.
Issuer:
Caisse Nationale des Caisses d'Epargne et de Prévoyance
Description:
Euro Medium Term Note Programme for the continuous offer
of Notes (the "Programme")
Arranger:
Deutsche Bank AG, Paris branch
Dealers:
Barclays Bank PLC
CDC IXIS Capital Markets
Citigroup Global Markets Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Limited
Nomura International plc

The Issuer may from time to time terminate the appointment of
any dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Offering Circular to
"Permanent Dealers" are to the persons listed above as Dealers
and to such additional persons that are appointed as dealers in
respect of the whole Programme (and whose appointment has
not been terminated) and to "Dealers" are to all Permanent
Dealers and all persons appointed as a dealer in respect of one
or more Tranches.

At the date of this Offering Circular, only credit institutions and
investment firms incorporated in a member state of the
European Union ("EU") and which are authorised by the
relevant authority of such member home state to lead-manage
bond issues in such member state may act (a) as Dealers with
respect to non-syndicated issues of Notes denominated in Euro
and (b) as lead manager of issues of Notes denominated in Euro
issued on a syndicated basis.
Programme Limit:
Up to Euro 20,000,000,000 (or the equivalent in other
currencies at the date of issue) aggregate nominal amount of
Notes outstanding at any one time.

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Fiscal Agent and Principal Paying
Agent:
Deutsche Bank AG
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 or non-syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise identical
(or identical other than in respect of the first payment of
interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which
will be supplemented, where necessary, with supplemental
terms and conditions and, save in respect of the issue date, issue
price, first payment of interest and nominal amount of the
Tranche, will be identical to the terms of other Tranches of the
same Series) will be set out in a pricing supplement to this
Offering Circular (a "Pricing Supplement").
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one month from the date of
original issue.
Deeply Subordinated Notes (as defined below), the proceeds of
which constitute Tier 1 Capital (as defined below), shall be
undated.
Subordinated Notes, the proceeds of which constitute Upper
Tier 2 Capital (as defined below) shall be undated.
The maturity of Subordinated Notes, the proceeds of which
constitute Lower Tier 2 Capital (as defined below), will not be
less than 5 years, and the maturity of Subordinated Notes, the
proceeds of which constitute Tier 3 Capital (as defined below)
will not be less than 2 years, or in either case such other
minimum maturity as may be required by applicable legal and
regulatory requirements.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in Euro, U.S. Dollars, Japanese
yen, Swiss francs, Sterling and in any other currency agreed
between the Issuer and the relevant Dealers.
Denomination(s):
Notes will be in such denomination(s) as may be specified in
the relevant Pricing Supplement save that unless otherwise
permitted by then current laws and regulations, Notes
(including Notes denominated in Sterling) which have a
maturity of less than one year and in respect of which the issue
proceeds are to be accepted by the Issuer in the United

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Kingdom or whose issue otherwise constitutes a contravention
of section 19 of the Financial Services and Markets Act 2000
will have a minimum denomination of £100,000 (or its
equivalent in other currencies).
Dematerialised Notes shall be issued in one denomination only.
Status of the Unsubordinated Notes:
Unsubordinated Notes ("Unsubordinated Notes") will
constitute direct, unconditional, unsubordinated and (subject to
the provisions of Condition 4) unsecured obligations of the
Issuer and will rank pari passu among themselves and (save for
certain obligations required to be preferred by French law)
equally with all other present or future unsecured and
unsubordinated obligations of the Issuer, from time to time
outstanding.
Status of the Subordinated Notes:
The Issuer may issue Subordinated Notes ("Subordinated
Notes") which constitute Ordinary Subordinated Notes, Deeply
Subordinated Notes, Dated Subordinated Notes or Undated
Subordinated Notes, all as set out and defined in
Condition 3(b).
The proceeds of issues of Subordinated Notes may or may not
constitute (i) fonds propres de base within the meaning of
Article 2 of Règlement no. 90-02 dated 23 February 1990, as
amended, of the Comité de la Règlementation Bancaire et
Financière ("CRBF"), and the Press Release of the Bank for
International Settlements dated 27 October 1998 on instruments
eligible for inclusion in Tier 1 Capital (the "BIS Press
Release") ("Tier 1 Capital"), (ii) fonds propres
complémentaires within the meaning of Article 4 (c) of CRBF
Règlement no. 90-02 dated 23 February 1990, as amended
("Upper Tier 2 Capital"), (iii) fonds propres complémentaires
within the meaning of Article 4 (d) of the CRBF Règlement no.
90-02 dated 23 February 1990, as amended ("Lower Tier 2
Capital", together with Upper Tier 2 Capital "Tier 2 Capital"),
and (iv) fonds propres surcomplémentaires within the meaning
of Article 3.3 of the CRBF Règlement no. 95-02 dated
21 July 1995, as amended ("Tier 3 Capital"); as described in
the applicable Pricing Supplement. - see "Terms and Conditions
of Notes - Status".
If so specified in the relevant Pricing Supplement, the payment
of interest in respect of Subordinated Notes may be deferred in
accordance with the provisions of Condition 5(h) - see "Terms
and Conditions of Notes - Interest and other Calculations".
Negative Pledge:
There will be a negative pledge in respect of Unsubordinated
Notes as set out in Condition 4 - see "Terms and Conditions of
the Notes - Negative Pledge".
Event of Default:
There will be events of default and a cross-default in respect of

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(including Cross Default)
Unsubordinated Notes as set out in Condition 9(a) and limited
events of default only in respect of Subordinated Notes as set
out in Condition 9(b) - see "Terms and Conditions of the Notes
- Events of Default".
Redemption Amount:
The relevant Pricing Supplement issued in respect of each issue
of Notes will specify the basis for calculating the redemption
amounts payable. Unless permitted by then current laws and
regulations, Notes (including Notes denominated in Sterling)
which have a maturity of less than one year and in respect of
which the issue proceeds are to be accepted by the Issuer in the
United Kingdom or whose issue otherwise constitutes a
contravention of section 19 of the Financial Services and
Markets Act 2000 must have a minimum redemption amount of
£100,000 (or its equivalent in other currencies).
Optional Redemption:
The Pricing Supplement issued in respect of each issue of
Notes will state whether such Notes may be redeemed prior to
their stated maturity at the option of the Issuer (either in whole
or in part) and/or the Noteholders and if so the terms applicable
to such redemption.
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of
Notes that are redeemable in two or more instalments will set
out the dates on which, and the amounts in which, such Notes
may be redeemed.
Early Redemption:
Except as provided in "Optional Redemption" above, Notes
will be redeemable at the option of the Issuer prior to maturity
only for tax reasons. See "Terms and Conditions of the Notes -
Redemption, Purchase and Options".
Taxation:
Payments in respect of the Notes will be made without
withholding or deduction for, or on account of, taxes imposed
by or on behalf of the Republic of France as provided by
Article 131 quater of the French General Tax Code, to the
extent that the Notes are issued (or deemed to be issued)
outside France.

Notes constituting obligations under French law will be issued
(or deemed to be issued) outside France (i) in the case of
syndicated or non-syndicated issues of Notes, if such Notes are
denominated in Euro, (ii) in the case of syndicated issues of
Notes denominated in currencies other than Euro, if, inter alia,
the Issuer and the relevant Dealers agree not to offer the Notes
to the public in the Republic of France in connection with their
initial distribution and such Notes are offered in the Republic of
France only through an international syndicate to qualified
investors (investisseurs qualifiés) as described in Article L.411-
2 of the French Code monétaire et financier or (iii) in the case
of non-syndicated issues of Notes denominated in currencies

10