CAISSE NATIONALE DES CAISSES D EPARGNE ET DE PREVOYANCE

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1 FOURTH SUPPLEMENT DATED 23 JANUARY 2008 TO THE BASE PROSPECTUS DATED 30 JULY 2007 CAISSE NATIONALE DES CAISSES D EPARGNE ET DE PREVOYANCE Euro 30,000,000,000 Euro Medium Term Note Programme for the issue of Notes Due from one month from the date of original issue This Prospectus Supplement (the Fourth Supplement ) is supplemental to, and must be read in conjunction with, the Base Prospectus dated 30 July, 2007, the Supplements dated 18 September, 2007, 16 October, 2007 and 8 November, 2007 (together the Base Prospectus ), prepared in relation to the 30,000,000,000 Euro Medium Term Note Programme of Caisse Nationale des Caisses d Epargne et de Prévoyance (the Issuer ). On 30 July 2007, the Commission de Surveillance du Secteur Financier (the CSSF ) approved the Base Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive ) and Article 8.4 of the Luxembourg Law on prospectuses for securities dated 10 July 2005 (the Luxembourg Law ). Terms defined in the Base Prospectus have the same meaning when used in this Fourth Supplement. The Issuer accepts responsibility for the information contained in this Fourth Supplement and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Fourth Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import. In accordance with Article 13 paragraph 2 of the Luxembourg law, investors who have already agreed to purchase or subscribe for the securities before this supplement is published have the right, exercisable within a time limit of minimum two working days after the publication of this supplement, to withdraw their acceptances. This Fourth Supplement has been prepared pursuant to Article 16 of Prospectus Directive and Article 13 of Luxembourg Law for the following purposes: 1 Update the section of the Base Prospectus under the heading "CNCE: Management and supervisory boards and executive management 2.2 Members of the Supervisory Board" (pages 61 to 64); 2 Update the section of the Base Prospectus under the heading "Major shareholders of the Issuer" (page 67);

2 3 Update the section of the Base Prospectus under the heading "Recent Developments" (pages 78 to 80). 1. Members of the Supervisory Board as at the date hereof Date of appointment Main duties Chairman of the Supervisory Board: Yves Hubert 20 December 2007 Chairman of the Steering and Supervisory Board of the Caisse d'epargne de Picardie Business address: 2, boulevard Jules-Verne - BP Amiens Cedex Vice-Chairman of the Supervisory Board: Bernard Comolet 15 December 2003 Chairman of the Management Board of the Caisse d Epargne Ile-de-France Paris Business address: 19, rue du Louvre-BP Paris Cedex 1 Members of the Supervisory Board Catherine Amin-Garde 16 November 2006 Chairman of the Steering and Supervisory Board of the Caisse d'epargne Loire Drôme Ardèche Business address: 17 rue des Frères Ponchardier Saint-Etienne Cedex 2 François Audibert 20 December 2007 Chairman of the Management Board of the Caisse d Epargne Aquitaine Poitou Charentes Business address: 61, rue du Château d'eau Bordeaux Cedex Jean-Marc Carceles 7 March 2007 Chairman of the Management Board of the Caisse d Epargne de Languedoc-Roussillon Business address: 254, rue Michel Teule B.P Montpellier Cedex 04 Dominique Courtin 21 October 2004 Chairman of the Steering and Supervisory Board of the Caisse d Epargne de Bretagne Business address: 4, rue du Chêne-Germain Cesson-Sévigné Jean-Pierre Deramecourt 20 December 2007 Chairman of the Management Board of the Caisse d Epargne d'alsace Business address: 2, quai Kleber Strasbourg Cedex Bruno Dugelay 7 March 2007 Chairman of the Steering and Supervisory Board of the Caisse d Epargne Côte d'azur Business address: L'Arenas. 455, Promenade des Anglais B.P Nice Cedex 3 Eric Grimonprez 20 December 2007 Chairman of the Steering and Supervisory Board of the Caisse d Epargne Nord France Europe Business address: 12, Place Saint-Hubert B.P Lille Cedex Alain Lemaire 15 December 2003 Chairman of the Management Board of the Caisse d Epargne de Provence-Alpes-Corse Business address: Place Estrangin-Pastré BP Marseille Cedex 6 Jean Levallois 15 December 2003 Chairman of the Steering and Supervisory Board of the Caisse d Epargne de Basse-Normandie Business address: 7, rue Colonel-Rémy BP Caen Cedex Alain Maire 16 November 2006 Chairman of the Management Board of the Caisse d Epargne Bourgogne Franche-Comté Business address: 1, Rond-Point de la Nation BP Dijon Cedex Benoît Mercier 5 July 2007 Chairman of the Management Board of the Caisse 2

3 Business address: 2 rue Royale Metz d Epargne de Lorraine Champagne Ardenne Jean-François Paillissé 7 March 2007 Chairman of the Management Board of the Caisse d Epargne de Loire-Centre Business address: 12 rue de Maison-Rouge Saint-Jean de la Ruelle Bernard Sirol 15 December 2003 Chairman of the Steering and Supervisory Board of the Caisse d'epargne de Midi-Pyrénées Business address: 42, rue du Languedoc BP Toulouse Yves Toublanc 16 November 2006 Chairman of the Steering and Supervisory Board of the Caisse d'epargne de Rhône Alpes Business address: 42, boulevard Eugène Deruelle Lyon Members of the Supervisory Board representing the employees of the Caisses d Epargne network: Serge Huber January 1, 2003 Business address: 2 bis, rue Denis-Papin Joué-lès-Tours Jacques Moreau May 15, 2000 Business address: 7, rue Mornay Paris Invited as honorary president: Mr Jacques Mouton Non voting members Joël Bourdin Jean-Marc Espalioux Fédération Nationale des Caisses d'epargne Henri Proglio NATIXIS Chairman of the Steering and Supervisory Board of the Caisse d Epargne de Haute-Normandie, Senator Chairman and Chief Executive Officer, Financière Agache Investissement Represented by Mrs Nicole MOREAU, Chairman of the Management Board Chairman and Chief Executive Officer, Veolia Environnement Represented by Anthony ORSATELLI, Member of the Management Board of NATIXIS Government representative: Antoine Mérieux Representatives of the Works Council on the Supervisory Board: Patrick Mellul, Jean-Luc Debarre, Abdel Babaci, Philippe Malizia Members of the Supervisory Board's special committees as at the date hereof: Audit Committee: Alain Lemaire (Chairman), Bernard Comolet, Dominique Courtin, Jean-François Paillissé, Yves Toublanc. Remuneration & Selection Committee: Bruno Dugelay, Yves Hubert, Jean Levallois, Bernard Sirol. Independent member: Henri Proglio. Strategy & Development Committee: Catherine Amin-Garde, Jean-Marc Carcélès, Yves Hubert, Alain Maire. 2. Share capital Upon the authorisation granted by the extraordinary and ordinary general meeting of shareholders held on October 17, 2007, the Management Board of the CNCE decided to increase the share capital of the CNCE by issuing new fully paid-up shares, with a par value of each: - on November 26, 2007: issue of 14,026,863 new shares in an amount (excluding the share premium) of 213,909,660.75; and 3

4 - on December 31, 2007: issue of 2,527,393 new shares in an amount (excluding the share premium) of 38,542, Consequently, as at December 31, 2007 the share capital amounted to 6,470,099,535.50, divided into 424,268,822 fully paid-up shares with a par value of each. Shareholders holding more than 5% of the voting rights: Caisse d'epargne et de Prévoyance Ile de France Paris: 9.29% Caisse d'epargne et de Prévoyance Rhône Alpes: 8.20% Caisse d'epargne et de Prévoyance Nord France Europe: 7.75% Caisse d'epargne et de Prévoyance Provence Alpes Corse: 7.70% Caisse d'epargne et de Prévoyance Aquitaine Poitou-Charentes:7.55% Caisse d'epargne et de Prévoyance Lorraine Champagne-Ardenne: 6.67% Caisse d'epargne et de Prévoyance Bourgogne Franche-Comté: 5.23% 3. Recent Developments Natixis shareholders' agreement: The CNCE and BFBP have informed the French Autorité des Marchés Financiers (AMF) that they held, on November 8, 2007, 68.94% of the capital and voting rights, giving a percentage interest equal to 34.47% for each party. Groupe Banque Populaire and Groupe Caisse d'epargne reaffirm their confidence in Natixis and directly take 100% control of CIFG, its credit enhancement subsidiary Press release - Paris, November 22, Groupe Banque Populaire and Groupe Caisse d'epargne, decisive in their support to Natixis, their jointly-owned company, today decided to acquire 100% of CIFG s capital, a credit enhancement subsidiary wholly-owned by Natixis, and provide the required financial resources to maintain its AAA credit rating with the three rating agencies. The terms and conditions of this financial support in the form of capital or quasi-capital is expected to be in the region of USD 1.5 billion, and will be discussed with the rating agencies, to make this available to CIFG in the coming month. In addition, Caisse Nationale des Caisses d Epargne and Banque Fédérale des Banques Populaires have begun the process which should lead to the purchase of Natixis s current stake in CIFG as quickly as possible. These transactions will be submitted to the appropriate bodies and supervisory and regulatory authorities in France and abroad and will be finalized in the coming weeks. Press Release La Banque Postale Groupe Caisse d'epargne Paris, November 23, Banque Postale, a subsidiary of La Poste Group, and Groupe Caisse d'epargne, which are partners in Sopassure, a shareholder in CNP, formally deny any intention to reduce their stake in CNP Assurances and confirm that they are bound by a shareholders agreement. Operational links with Maisons France Confort Press release (Paris, December 18, 2007) --- Following on from the letter of intent signed on July 30, 2007, Groupe Caisse d Epargne and the shareholders of MFC PI, the holding company controlling the Maisons France Confort Group, today signed a number of agreements allowing them to strengthen the operational links that have long existed between the two groups. These agreements, which are designed to strengthen the operational links between the two groups, can be divided into several parts: - the acquisition of a minority interest in MFC PI by GCE Foncier Coinvest a subsidiary of the Caisse Nationale des Caisses d Epargne (51%) and Crédit Foncier (49%) representing a 49% stake in the capital of the holding company; - a shareholders pact designed to allow Groupe Caisse d Epargne to be represented on the Strategic Committee of MFC PI and to contribute to the principal decisions made by the Maisons France Confort Group; - a non-exclusive draft framework agreement (protocole d accord cadre) making it possible to reinforce the industrial partnerships already existing between the two groups. 4

5 The implementation of these different agreements remains subject to approval being granted by the relevant authorities in the area of competition and industrial concentration, and subject to confirmation by the Autorité des Marchés Financiers (Financial Markets Authority, AMF) that there is no need to submit a draft public offer. Once the planned operations have been completed, the Vandromme family and GCE Foncier Coinvest will respectively own 51% and 49% of MFC PI; the ownership structure of the listed MFC entity will remain unchanged. The agreements signed by the two groups, designed to complete the range of real estate activities pursued by Groupe Caisse d Epargne and its listed real estate division, should make it possible to generate new revenue synergies. These synergies will be derived, in particular, from increased business activities in the area of financing solutions, financial guarantees, and the sale of single-family houses as well as from the development of new projects related, for example, to diagnostic assessments and labeling, or urban development. CIFG - Groupe Banque Populaire and Groupe Caisse d'epargne recapitalise CIFG, Natixis s credit enhancement subsidiary, and finalise the terms for acquisition of the whole of its share capital Press release (Paris, December 20, 2007) At their meetings today, the Board of Directors of Banque Fédérale des Banques Populaires (BFBP) and the Supervisory Board of Caisse Nationale des Caisses d Epargne (CNCE) unanimously approved the finalisation of the recapitalisation of CIFG, announced on November 22, and finalised an agreement with Natixis giving them total control of this credit enhancement company. Groupe Banque Populaire and Groupe Caisse d'epargne today finalised CIFG s recapitalisation plan. Announced on November 22, this transaction provides CIFG with the required financial resources to maintain its AAA rating with the agencies Fitch, Moody s and Standard & Poor s. The two groups will inject a total of USD 1.5 billion into CIFG, borne equally between them, by way of two simultaneous transactions that will take place today: a USD 1.3 billion share capital increase and a USD 0.2 billion long-term credit line. In addition, BFBP and CNCE are to acquire the whole of Natixis s shareholding in CIFG, for a symbolic amount. Following this transaction, which is scheduled for January 2008, BFBP and CNCE will own the whole of CIFG s share capital. Press release (Paris, January 21, 2008) Nicolas Mérindol, Chief Executive Officer of Groupe Caisse d Epargne and Chairman of the Board of Directors of Crédit Foncier, today attended a hearing organized within the framework of the assignment entrusted by the Finance Committee of the French National Assembly to Frédéric Lefebvre, a member of the French Parliament and national secretary of the UMP party responsible for economic affairs. The array of exceptional measures announced last week for the benefit of approximately 150,000 Crédit Foncier customers who have taken out adjustable rate mortgages was presented in detail. These measures consist in allowing the bank s customers to benefit from additional protection mechanisms, above and beyond the capped interest rates they already enjoy, similar to those covering state-regulated loans such as (among other advantages) increases in monthly repayment installments limited to the rate of inflation. As these measures will be backdated to August 1 st, 2007, they will make it possible to substantially cushion the impact of the financial crisis that began at that time. Beyond these measures, Groupe Caisse d Epargne, acting through its subsidiary Crédit Foncier, gave the rapporteur confirmation of its two following commitments: - its undertaking to continue to treat the individual circumstances of each of its customers on a personalized, case-by-case basis and, furthermore, to apply the exceptional solutions required by conditions of extreme budgetary tension, in accordance with the promise made by the entire French banking industry to the French President on October 29, 2007, - its undertaking to contribute actively to the practical implementation of these new legal provisions, notably by providing prospective borrowers with precise financial simulations appended to the loan offer. 5

6 Groupe Caisse d Epargne warmly welcomes all these changes in the legal provisions examined by the parliamentary mission designed to allow borrowers to obtain in the future from the entire French banking system comprehensive, standardized information about the different types of loan, their intrinsic safeguards, and possible changes in their terms and conditions over time. Rating agencies On November 22, 2007, Standard & Poor's Ratings Services revised its outlook to negative from stable the senior long term debt rating of the CNCE. On November 30, 2007, Fitch Ratings downgraded the long term debt rating of the CNCE, with a negative outlook. As at the date hereof, the senior long term debt ratings of the CNCE are as follows: Agencies Fitch Ratings Moody's Standard & Poor's Senior long term debt notes AA- negative outlook Aa2 stable outlook AA negative outlook Save as disclosed in this Fourth Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a) any statements in this Fourth Supplement or any statement incorporated by reference into the Base Prospectus by this Fourth Supplement and (b) any other statement in, or incorporated in, the Base Prospectus, the statements in (a) above will prevail. Copies of the Base Prospectus and of this Fourth Supplement may be obtained without charge from the head office of the Issuer. They are available on the Issuer's website ( and on the website of the Luxembourg Stock Exchange ( 6