Obligation Banque Populaire & Caisses d'Épargne 9.25% ( FR0010814558 ) en EUR

Banque Populaire & Caisses d'Épargne

100 % ▼

France

FR0010814558 ( en EUR )

9.25% par an ( paiement semestriel )

Obligation remboursée le 22/04/2015 - Obligation échue

Prospectus brochure de l'obligation Banque populaire Caisses d'épargne FR0010814558 en EUR 9.25%, échue

1 000 EUR

750 000 000 EUR

BBB- ( Qualité moyenne inférieure )

Ba2 ( Spéculatif )

Cette obligation a été émise en 2009, à une période où les banques avaient besoin de renforcer leurs fonds propres d'où le taux d'intérêt élevé.
Cette obligation sera sans doute remboursée à la date du prochain call, c'est à dire le 22 avril 2015.

Banque Populaire Caisses d'Epargne est un groupe bancaire coopératif français résultant de la fusion de la Banque Populaire et des Caisses d'Epargne.

L'Obligation émise par Banque Populaire & Caisses d'Épargne ( France ) , en EUR, avec le code ISIN FR0010814558, paye un coupon de 9.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Obligation remboursée le 22/04/2015

L'Obligation émise par Banque Populaire & Caisses d'Épargne ( France ) , en EUR, avec le code ISIN FR0010814558, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Banque Populaire & Caisses d'Épargne ( France ) , en EUR, avec le code ISIN FR0010814558, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

BPCE
EUR 750,000,000 9.250 per cent Undated Deeply Subordinated Notes
Issue price: 100 per cent
http://www.oblible.com

The EUR 750,000,000 9.250 per cent Undated Deeply Subordinated Notes (the "Notes") of BPCE S.A.
(the "Issuer") will be issued outside the Republic of France on 22 October 2009 (the "Issue Date") and will
bear interest at a fixed rate of 9.250 per cent per annum (the "Fixed Interest Rate") from and including the
Issue Date, payable annually in arrear on 22 April in each year (an "Interest Payment Date"), commencing on
22 April 2010. There will be a first short coupon in respect of the first Interest Period (as defined in "Terms and
Conditions of the Notes Interest") from and including the Issue Date up to, but excluding, 22 April 2010.
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 22 April 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").

The Notes will be offered to (i) institutional investors by means of private placements in various
jurisdictions in accordance with applicable regulations and (ii) the public in Belgium, Germany, Ireland,
Luxembourg, the Netherlands, Portugal, Spain, Switzerland and the United Kingdom for a limited period, as
described herein (See "Terms and Conditions of the Offers"). In accordance with the European passport
mechanism set out in the Prospectus Directive, application has been made for a certificate of approval attesting
the Prospectus to be drawn up in accordance with the Prospectus Directive and to be provided by the CSSF to
the relevant competent authorities in Belgium, Germany, Ireland, the Netherlands, Portugal, Spain and the
United Kingdom. The Issuer may request the CSSF to provide such certificate of approval to the relevant
competent authorities in other member states of the European Economic Area. The Notes will also be offered to
the public in Switzerland pursuant to a separate public offering. Such offers shall not commence until all
requirements necessary to any such offer to be made in accordance with all applicable laws, rules and
regulations in such jurisdiction have been complied with. (See "Terms and Conditions of the Offers").

The Notes have been assigned a rating of "A2" 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 1,000 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 LEAD MANAGERS

DEUTSCHE BANK
J.P. MORGAN
NATIXIS

Prospectus dated 20 October 2009

RESPONSIBILITY STATEMENT

The Issuer (whose registered office appears on page 71 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.

i

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 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 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 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 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
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 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, 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.

ii

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 were part of the Groupe Banque Populaire, and which are part of the Groupe
BPCE since the Combination Transactions.

"BFBP" means the Banque Fédérale des Banques Populaires, a French société anonyme.

"BFBP Group" means the BFBP and its consolidated subsidiaries and associates, prior to the completion of
the Combination Transactions.

"BPCE" means BPCE S.A., 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 were part of the Groupe Caisse
d'Epargne, and which are part of the Groupe BPCE since the Combination Transactions.

"CNCE" means the Caisse Nationale des Caisses d'Epargne et de Prévoyance, a French société anonyme.

"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 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.

References to the Issuer are to BPCE S.A.

iii

TABLE OF CONTENTS
Page
RESPONSIBILITY STATEMENT ............................................................................................................................i
SUMMARY..................................................................................................................................................................1
RISK FACTORS .........................................................................................................................................................9
DOCUMENTS INCORPORATED BY REFERENCE .........................................................................................25
RECENT DEVELOPMENTS ..................................................................................................................................32
TERMS AND CONDITIONS OF THE OFFERS ..................................................................................................33
TERMS AND CONDITIONS OF THE NOTES ....................................................................................................36
USE OF PROCEEDS ................................................................................................................................................52
TAXATION ...............................................................................................................................................................53
SUBSCRIPTION AND SALE ..................................................................................................................................66
GENERAL INFORMATION...................................................................................................................................70

iv

SUMMARY
This summary 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. Following the implementation of the relevant provisions of the Prospectus Directive
in each EEA Member State, no civil liability will attach to the Issuer in any such Member State solely on the
basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Prospectus. Where a claim relating to information contained in
this Prospectus is brought before a court in an EEA Member State, the plaintiff may, under the national
legislation of the EEA Member State where the claim is brought, be required to bear the costs of translating this
Prospectus before the legal proceedings are initiated.

Introduction: The Combination Transactions

On 24 June 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,
signed a contribution agreement, pursuant to which they agreed to contribute 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"). The Combination Transactions closed on 31 July 2009. 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 1,073.3 billion of pro forma consolidated assets and
42.3 billion of pro forma consolidated shareholders equity (39.6 billion group share), in each case as of
30 June 2009. The Groupe BPCE had 16.5 billion of pro forma consolidated net banking income for the year
ended 31 December 2008, and 9.7 billion of pro forma consolidated net banking income for the six months
ended 30 June 2009.

As the central body (organe central) of 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 will reach an
amount of 920 million by the end of 2009, under which each network bank and each affiliated French credit
institution in the group (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, with over 11 billion in combined 2008 net banking income
from retail banking (a 24% market share, number 2 in France); over 26 million banking
customers, or over 37 million including customers that have only "Livret A" passbook savings
accounts (number 1 in France including all of these customers); and 8,171 branches and
agencies (a 29% market share, number two in France as of 31 December 2008).

Natixis, which is the corporate and investment banking, asset management and financial
services arm of the Groupe BPCE. The Natixis group has five core business lines: corporate
1

and investment banking, asset management, private equity and private banking, services, and
receivables management. 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 71.6% of the share capital of Natixis (excluding treasury
shares), and the remainder continues to be held by the public.

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 (40%
interest, with the remainder held by its management and the public), and Foncia, a leading real estate brokerage
and property management group. In the medium term, these affiliates are expected to be either transferred to
BPCE or sold.

The Groupe BPCE SA
BPCE holds a 71.6% 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 pro forma
consolidated net banking income of 4.1 billion in 2008 and 2.764 billion in the first half of 2009, pro forma
consolidated assets of 624.8 billion as of 30 June 2009 and pro forma consolidated shareholders equity 25.8
billion (21.6 billion group share) as of 30 June 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, 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. The 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 pro forma Tier 1 capital ratio of the Groupe BPCE as of 30 June 2009 (based on Basel II / CRD
Standards) was 8.6%. This figure is based on certain assumptions described on page 438 of the BPCE
Registration Document. The Groupe BPCE SA's estimated pro forma Tier 1 ratio as of the same date was 9.3%.

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:

2

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".

3

The Notes

Description:
EUR 750,000,000 9.250 per cent Undated Deeply Subordinated Notes,
the proceeds of which will constitute Tier 1 Capital, subject to the
limits on the portion of the Issuer's Tier 1 Capital that may consist of
hybrid securities in accordance with Applicable Banking Regulations
as interpreted by the Secrétariat général de la Commission bancaire
(the "SGCB"). The initial principal amount of the Notes could exceed
those limits at the time the Notes are issued.

Joint Bookrunners and Joint-
Deutsche Bank AG, London Branch, J.P. Morgan Securities Ltd. and
Lead Managers:
Natixis.

Principal Amount:
EUR 750,000,000.

Issue Price:
100 per cent.

Fiscal Agent, Principal
Deutsche Bank AG, London Branch
Paying Agent and Calculation
Agent:

Luxembourg Paying Agent:
Deutsche Bank Luxembourg S.A.

Denomination:
EUR 1,000.

Maturity:
The Notes are undated perpetual obligations in respect of which there
is no fixed redemption or maturity date.

Status of the Notes:
The Notes are deeply subordinated notes (constituting obligations
under French law) issued pursuant to the provisions of Article L.228-
97 of the French Code de commerce.

The principal and interest on the Notes (which constitute obligations
under French law) are direct, unconditional, unsecured, undated and
deeply subordinated obligations of the Issuer and rank, and will rank
pari passu among themselves pari passu with all other present and
future deeply subordinated notes of the Issuer but shall be
subordinated to the present and future prêts participatifs granted to the
Issuer and present and future titres participatifs, ordinarily
subordinated notes and unsubordinated notes 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.

See "Terms and Conditions of the Notes Definitions" for definitions
of the terms used in the preceding paragraph.

Regulatory Treatment:
The proceeds of the issue of the Notes will be treated, for regulatory
purposes, as consolidated fonds propres de base for the Issuer. Fonds
propres de base ("Tier 1 Capital") shall have the meaning given to
that term in Article 2 of Règlement no. 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 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").

4