BPCE Launches Seven Exchange Offers for Natixis Tier 1 Securities

PARIS--(Business Wire)--
Regulatory News:

Not for distribution in the United States, Canada, Australia or Japan

This announcement is not an offer of securities in the United States or any
other jurisdiction. Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended.BPCE does not intend to register any portion of the
planned offer in the United States or to conduct a public offering of securities
in the United States.

Offer of €1.5 billion of new BPCE securities establishes the central body of new
Groupe BPCE as a major bond issuer in international markets

Transaction will strengthen Core Tier 1 ratio of Natixis

BPCE, which on July 31, 2009 will become the central body of the new banking
group resulting from the combination of Groupe Banque Populaire and Groupe
Caisse d`Epargne, today announced that it is launching offers to exchange up to
€1.5 billion of new BPCE Tier 1 Securities for seven issues of outstanding Tier
1 securities issued by Natixis. The transaction will take place simultaneously
with the combination of Groupe Banque Populaire and Groupe Caisse d`Epargne,
which will create the second largest retail banking group in France. BPCE will
be the new group`s principal international bond issuer.

François Pérol, who will be the Chairman of the Management Board of BPCE upon
closing of the combination transactions, said, "This transaction shows that BPCE
will become immediately operational upon its creation.It is a positive sign for
the future funding policy of our group, and for the Banques Populaires and the
Caisses d`Epargne.At the same time, this exchange offer gives us the opportunity
to strengthen the regulatory capital structure of Natixis, which of course is a
key part of our group`s future."

The Exchange Offers

BPCE is offering to exchange newly issued deeply subordinated notes for seven
outstanding Natixis issues: five issues of Natixis deeply subordinated notes and
two issues of trust preferred securities issued by trusts that were established
by Natixis. The new BPCE securities will count as Tier 1 capital for French bank
regulatory purposes, as is the case for the existing Natixis securities.

The exchange offers are being launched on July 6, 2009, and the offer period
will close on July 31, 2009, the date on which Banque Fédérale des Banques
Populaires and Caisse Nationale des Caisses d`Epargne et de Prévoyance are
scheduled to contribute most of their businesses to BPCE. Settlement and
issuance of the new BPCE notes is scheduled to occur on August 6, 2009.

BPCE is offering an amount equivalent to up to €1.47 billion of new notes in
four series, two denominated in euros (for up to €129 million and €698.5 million
respectively), and two denominated in U.S. dollars (for up to US$339 million and
US$570 million respectively). These four series will be listed on the Luxembourg
Stock Exchange. The offer prices represent a significant premium relative to the
market prices of the existing securities (with an average premium of 17
percentage points). The new BPCE Tier 1 notes will have a coupon of 12.5% or 13%
depending on the series.

Impact of the Exchange Offers on the New Group

The exchange offers represent the first funding transaction of the new group, in
which BPCE will assume the role of issuer on international markets, consistent
with its position as central body.

Generally speaking, the group plans to pursue a prudent and diversified funding
policy, relying on significant customer deposits (which represented 87% of the
customer loans of the two networks at year end) as well as disciplined access to
capital markets.

BPCE`s position as a high quality issuer will allow the group to raise funding
in an optimal manner on international capital markets through a central body
whose mission is to guarantee the liquidity and solvency of the group as a
whole. BPCE intends to put in place a funding policy allowing it to optimize the
price and volume for the liquidity of the group, both in the money market (short
term) and the bond markets (medium and long term). In the short-term category,
BPCE will be the principal issuer of the group alongside other issuers including
Natixis, Crédit Foncier, Banque Palatine and certain regional banks. In the
medium and long term category, BPCE will be the predominant issuer for senior
issues and the only issuer for subordinated and deeply subordinated issues.
Specialized AAA-rated issuers will also complement the strategy: the two issuers
of covered bonds (Banques Populaires Covered Bonds and GCE Covered Bonds) will
be operated by BPCE, and mortgage bond issuer Compagnie de Financement Foncier
will continue to be operated by Crédit Foncier. The offers are therefore a
logical extension of BPCE`s financial organization described above.

The direct impact of the exchange offers will be to improve the quality of the
consolidated regulatory capital of BPCE. If all of the outstanding Natixis
securities targeted by the offers were tendered for exchange, the Core Tier 1
ratio of BPCE would increase by 0.2 percentage point. Furthermore, BPCE expects
to sell to Natixis the existing securities that it receives in the exchange
offers. Once acquired, these securities will be cancelled by Natixis, which will
then issue new Tier 1 deeply subordinated notes to BPCE. If all of the Natixis
existing securities that are the subject of the exchange offers were tendered in
the offers, these transactions would increase the Core Tier 1 ratio of Natixis
by approximately 0.4 percentage point.

About BPCE:

BPCE will be the central body for the new banking group formed by the
combination of Groupe Banque Populaire and Groupe Caisse d`Epargne. It will
receive contributions of the principal businesses of Banque Fédérale des Banques
Populaires (BFBP) and Caisse Nationale des Caisses d`Epargne (CNCE). BPCE will
officially become operational on Monday, August 3, 2009, after BFBP and CNCE
hold their Extraordinary General Meetings on Friday, July 31, 2009 to approve
the formation of the new central body.

As of this date, BPCE will be France's second-largest banking group and will
combine two autonomous and complementary retail banking networks, those of the
20 Banque Populaire banks and the 17 Caisse d'Epargne banks. The new group will
have 37 million customers, extensive coverage of France with more than 8,000
branches, 110,000 employees and over 7 million member-stakeholders.

The BPCE Group will have Tier 1 capital of €36.5 billion and will represent 22%
of total deposits held by French banks. It will be positioned as a key player in
the economic and financial life of France, serving individuals, small and
medium-sized businesses and large companies.

BPCE expects that its long-term senior debt ratings will be identical to those
of BFBP and CNCE: A+ from Standard & Poor`s, Aa3 from Moody`s and A+ from Fitch,
all with stable outlooks.

Disclaimer

No communication and no information in respect of the offering by BPCE of New
Notes may be distributed to the public in any jurisdiction where a registration
or approval is required. No steps have been or will be taken in any jurisdiction
outside of Luxembourg where such steps would be required. The offering or
subscription of the New Notes may be subject to specific legal or regulatory
restrictions in certain jurisdictions. BPCE takes no responsibility for any
violation of any such restrictions by any person.

This announcement is an advertisement and not a prospectus within the meaning of
Directive 2003/71/EC of the European Parliament ant the Council of November 4,
2003 (as implemented in each member State of the European Economic Area, the
"Prospectus Directive").

This announcement does not, and shall not, in any circumstances constitute a
public offering nor an invitation to the public in connection with any offer.

With respect to the member States of the European Economic Area which have
implemented the Prospectus Directive (each, a "relevant member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of the New Notes requiring a publication of a prospectus in any relevant member
State. As a result, the New Notes may only be offered in relevant member States:

(I)to legal entities which are authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, whose corporate purpose
is solely to place securities;

(II)to any legal entity which has two or more of the following criteria: (1) an
average of at least 250 employees during the last financial year; (2) a total
balance sheet of more than € 43 million; and (3) an annual net turnover of more
than € 50 million, as per its last annual or consolidated accounts;

(III)in any other circumstances, not requiring the issuer to publish a
prospectus as provided under article 3(2) of the prospectus directive.

With respect to the United Kingdom, this press release is directed only at
persons who (i) are located outside the United Kingdom, (ii) have professional
experience in matters relating to investments and fall within Article 19(5)
("investment professionals") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, (III) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or
(iv) are persons to whom this communication may otherwise lawfully be
communicated (all such persons together being referred to as "Relevant
Persons").The New Notes are directed only at Relevant Persons and no invitation,
offer or agreements to subscribe, purchase or otherwise acquire New Notes may be
proposed or made other than with Relevant Persons. Any person other than a
Relevant Person may not act or rely on this document or any provision thereof.
Persons distributing this document must satisfy themselves that it is lawful to
do so. Past performance of BFBP, CNCE or Natixis securities should not be relied
on as an indication of future performance.

This press release is not a prospectus which has been approved by the Financial
Services Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Financial Services and Markets Act 2000.

With respect to the United States of America, this press release may not be
published, distributed or transmitted in the United States (including its
territories and dependencies, any state of the United States and the district of
Columbia). This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States. The
securities mentioned herein have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"). They may not be
offered or sold in the United States or to, or for the account or benefit of
U.S. persons (as defined in Regulation S under the Securities Act), except
pursuant to an exemption from the registration requirements of the Securities
Act. No public offering will be made in the United States.

The distribution of this document in certain countries may constitute a breach
of applicable law. The information contained in this document does not
constitute an offer of securities for sale in the United States, Canada, Japan
or Australia.

This press release may not be published, forwarded or distributed in the United
States, Canada, Australia or Japan.

Neither the Offers nor any of the information contained in the Exchange Offering
Memorandum constitutes an offer or an invitation to offer to sell or a
promotional message of any form to any person (natural or legal) resident in the
Republic of Italy to purchase, exchange or acquire the New Notes, within the
meaning of articles 1, paragraph 1, lett. (v), and 102. ff, of Legislative
Decree February 24, 1998, n. 58. The Offers are not being made and will not be
made, directly or indirectly, in or into, whether by mail or by any means or
other instrument (including, without limitation, telephonically or
electronically) or any facility of a national securities exchange publicly or
privately available in the Republic of Italy. An offer to sell should not be
made pursuant to the Offers by any such use, means, instrument or facility or
from within the Republic of Italy. Doing so may render invalid any purported
offer to sell. Accordingly, copies of Exchange Offering Memorandum and any
related documents should not be mailed or otherwise forwarded, distributed or
sent in, into or from the Republic of Italy and persons receiving such documents
must not forward, distribute or send them in, into or from the Republic of
Italy.Any person who may have a legal or contractual obligation to forward the
Exchange Offering Memorandum and any related offer documents in the Republic of
Italy should read the Exchange Offering Memorandum before doing so. No
prospectus will be lodged with, or registered by, the Commissione Nazionale per
le Societa e la Borsa (CONSOB) in respect of the Offers. Accordingly, neither
the Exchange Offering Memorandum nor any other material relating to the Offers
may be distributed or made available in the Republic of Italy.

The Offers are exclusively conducted under applicable private placement
exemptions and therefore have not been, and will not be notified to, and any
other offering material relating to the Offers has not been, and will not be,
approved by the Belgian Banking, Finance and Insurance Commission (Commission
Bancaire, Financière et des Assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen) pursuant to the Belgian laws and regulations applicable to the
public offering of securities. Accordingly, the Offers as well as any other
materials relating to the Offers may not be advertised, offered or distributed
in any other way, directly or indirectly, to any other person located and/or
resident in Belgium other than in circumstances which do not constitute an offer
to the public in Belgium.

The Exchange Offering Memorandum as well as any other offering materials
relating to the Offers have not been distributed or caused to be distributed and
will not be distributed or caused to be distributed to the public in France; no
New Notes and no such Offers and distributions have been and shall be made to
the public in France. Only persons licensed to provide the investment service of
portfolio management for the account of third parties (a "Portfolio Manager")
and/or qualified investors (investisseurs qualifiés) acting for their own
account (a "Qualified Investor"), all as defined in Articles L. 341-2 1°, L.
411-2, D. 341-1, D. 411-1 to D. 411-4 of the French Code monétaire et financier,
will be entitled to participate in the Offers.The direct or indirect
distribution to the public in France of any of the New Notes may be made only as
provided by Articles L.411-1 to L.411-4, L.412-1 of the French Code monétaire et
financier and applicable regulations thereunder.

By tendering existing securities, an investor resident and/or located in France
will be deemed to represent and warrant to BPCE, the Dealer Managers and the
Exchange Agents that it is a Portfolio Manager or a Qualified Investor.

Yves Messarovitch : 01 58 40 58 66
or
Groupe Caisse d'Epargne
Thierry Martinez : 01 58 40 43 13
or
Soniav Dilouya : 01 58 40 58 57
presse@cnce.caisse-epargne.fr
www.groupe.caisse-epargne.com
or
Groupe Banque Populaire
Annie de Paillette : 01 40 39 68 27
or
Christophe Gilbert : 01 40 39 66 00
relationspresse@bfbp.banquepopulaire.fr
www.banquepopulaire.fr

Copyright Business Wire 2009