Fitch Ratings-Paris/London-06 July 2009: Fitch Ratings has assigned BPCE's four planned issues of deeply subordinated notes an expected 'BB+' rating. This rating is on Rating Watch Negative (RWN).

These instruments will be issued in exchange of existing Tier 1 securities of Natixis, NBP Capital Trust I and NBP Capital Trust III (see details below). The amount to be issued is subject to the delivery of existing Tier 1 securities of Natixis, NBP Capital Trust I and NBP Capital Trust III by holders of these securities. The proceeds of this issue will constitute Tier 1 capital for BPCE.

BPCE will be the central body of Groupe BPCE to be created on 31 July 2009 from the merger of Groupe Caisse d'Epargne and Groupe Banque Populaire.

The rating reflects the risk that the coupons on these instruments could be forfeited given Groupe BPCE's expected Individual rating, and is in line with Fitch's methodology on the rating of hybrid capital. Under Fitch's criteria, banks whose ratings are driven by support have their hybrid ratings determined by the level of their Individual rating. Unlike the case of Issuer Default Ratings, Fitch has consistently argued that hybrid instruments cannot reliably be considered as benefiting from external sovereign support.

These four issues would be assigned a 100% equity credit by Fitch.

The existing Tier 1 securities that holders can exchange are:

- Tier 1 securities issued by NBP Capital Trust I on 28 June 2000 (ISIN Code: XS0113462609)

- Tier 1 securities issued by NBP Capital Trust III on 27 October 2003 (ISIN Code: XS0176710068)

- Tier 1 securities issued by Natixis on 25 January 2005 (ISIN Code: FR0010154278)

- Tier 1 securities issued by Natixis on 18 October 2007 (ISIN Code: FR0010531012)

- Tier 1 securities issued by Natixis on 31 March 2008 (ISIN Code: FR0010600163)

- Tier 1 securities issued by Natixis on 16 April 2008 (ISIN Code: FR0010607747)

- Tier 1 securities issued by Natixis on 30 April 2008 (ISIN Code: US63872AAA88 for rule 144A notes and ISIN Code: USF6483LHM57 for regulation S notes)

Contact: Eric Dupont, Paris, Tel: +33 (0)1 44 29 91 31; Janine Dow, +33 1 44 29 91 38; Beatrice Kerzerho, Paris Ratings Desk, +33 (0)1 44 29 91 72.

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