NATIXIS

The Shares Offered to the public by Caisse Nationale des Caisses d'Epargne et de Prévoyance (la "CNCE") and SNC Champion, a 100% subsidiary of Banque Fédérale des Banques Populaires ("BFBP"), together the "Selling Shareholders" will be distributed as part of a global offering (the "Offering"), including:
- a public offering in France in the form of an open price offering, primarily intended for natural persons (the "Open Price Offering" or "OPO");
- a private placement to institutional investors (the "Private Placement"), including:
. a placement in France, and
. a private international placement in some countries, including in the United States of America according to Rule 144A.

The plan is to allocate to the Open Price Offering between 30% and 70% of the total number of Shares Offered as part of the Offering, excluding the possible exercise of the Over-Allotment Option.

Simultaneous shares Offers:
DZ BANK and SPIMI undertook to acquire from the Selling Shareholders NATIXIS shares at the Private Placement Price concurrently to the Offering but in separate transactions:
- DZ BANK undertook to acquire 13 750 730 NATIXIS shares
- SPIMI undertook to acquire NATIXIS shares for a global amount of € 400 millions

The shares sold in this way, "the Shares sold to Strategic Investors", will be sold by each Selling Shareholder in equal proportions.

Selling Shareholders plan to sell up to 233 650 810 shares offered in the OPO and Private Placement ("the Shares Offered"). SNC Champion (100% subsidiary of BFBP) plans to sell a maximum of 116 825 405 Shares Offered representing 9.5% of the Company's capital and 9.6% of the voting rights and CNCE plans to sell 116 825 405 Shares Offered representing 9.5% of the Company's capital and 9.6% of the voting rights. The number of Shares Offered sold by SNC Champion should in any case be the same as the number of Shares Offered sold by CNCE.
Calculation ot this maximum number (see transaction note).

The definitive number of Shares Offered as part of the Offer will be announced in a press release.

Over-allotment Option
In order to cover potential over-allotments and to facilitate stabilisation transactions, the Selling Shareholders will grant in equal proportions to the Joint Lead Managers and Joint Bookrunners, acting in the name of and for the account of the Underwriters, an option (the "Over-allotment Option") that can be used to purchase up to 15% of the number of Shares Offered (the "Additional
Shares Offered") and, together with the Shares Offered, the "Shares Sold") in the Offering.

This Over-allotment Option can be exercised, in whole or in part, at the Private Placement Price, in one time only at any time by the Joint Lead Managers and Joint Bookrunners acting in the name of and for the account of the Underwriters, beginning on 7 December 2006 and no later than 5 January 2007 in accordance with the indicative timetable.

The Additional Shares Offered will be sold in equal proportions by each Selling Shareholder.