Caisse d'Amortissement de la Dette Sociale

" CADES "

Registered office : 4bis, boulevard Diderot, 75012 PARIS, FRANCE

NOTICE TO THE HOLDERS OF THE OUTSTANDING

NLG 2 billion 5.125% Multi-Currency Euro-fungible Bonds 1998 due 25 October 2008

of

CADES

A - DECISIONS OF THE GENERAL ASSEMBLIES OF BONDHOLDERS HELD ON 10 DECEMBER 1998

NLG 2 billion 5.125% Multi-Currency Euro-fungible Bonds 1998 due 2008
Notice is hereby given to the holders of the NLG 2 billion 5.125% Multi-Currency Euro-fungible Bonds 1998 due 2008 (ISIN FR0000490823) that the General Assembly of Bondholders convened by a notice published in the Luxemburger Wort on 25 November 1998 and held on 10 December 1998, has decided to amend the Terms and Conditions of the Bonds to provide for their redenomination in euro on 4 January 1999. The first paragraph of Condition 5(b) of the Terms and Conditions of the bonds is therefore amended to provide that the Issuer may, on or after 4 January 1999, redenominate into euro all, but not some only, of the Bonds denominated in NLG.

The General Assembly has also decided to revoke the former Representatives of the Masse and to appoint two new Representatives of the Masse, the names and addresses of which are set out in paragraph C below.These new Representatives are common to the FRF, DEM and NLG 5.125% Multi-Currency Euro-fungible Bonds due 2008 as described in paragraph B(2) below.The minutes and other documents of this General Assembly will be kept at the office of the Fiscal Agent specified below.

B - REDENOMINATION AND CONSOLIDATION

1 Redenomination

As notified by a notice published in the Luxemburger Wort on 25 November 1998 and pursuant to the amendment of Condition 5(b) of the Terms and Conditions by the General Assembly held on 10 December 1998, each of the NLG 5.125% Multi-Currency Euro-fungible issues due 25 October 2008 shall be redenominated into euro on 4 January 1999.

The Bonds shall be redenominated in accordance with Condition 5(b)(i) of the Terms and Conditions of each issue in such manner as provided by articles 18-II and 18-III of French law n°98-546 of 2 July 1998, articles 1 and 3 of French Decree n°98-1021 of 10 November 1998 and implementing regulations issued by market authorities and market participants.

Redenomination shall be carried out, on an account per account basis, using the fixed euro currency conversion rate established by the Council of the European Union pursuant to article 109L(4) of the Treaty of Rome as amended. The resulting figure will be rounded down to the nearest euro and Bondholders will receive a cash adjustment valued at market price. The denomination for the Bonds upon redenomination shall be equal to one euro.

2 Consolidation

In accordance with Condition 10 of the Terms and Conditions of the Bonds following the redenomination referred in the above paragraph, each of the NLG 5.125% Multi-Currency Euro-fungible issues due 25 October 2008 shall be consolidated on 4 January 1999 so as to form a single series, interchangeable for trading purposes, which shall be referred to as the "Euro 5.125% Multi-Currency Euro-fungible Bonds due 25 October 2008" (ISIN FR0000571259, SICOVAM 57125, COMMON CODE 8978522, DBC 197380). Upon such consolidation the Bondholders will be grouped in a single Masse (as defined in the Terms and Conditions) acting in part through the two representatives elected by each of the General Assemblies held on 10 December 1998 and specified in paragraph C below.

C - TERMS AND CONDITIONS OF THE BONDS
PURSUANT TO REDENOMINATION AND CONSOLIDATION

1 Business Day

Following redenomination of the 5.125% Multi-Currency Euro-fungible Bonds due 2008 and in accordance with Condition 5(c) of the Terms and Conditions, the business day definition that shall apply to the Bonds for payment on or in respect of the Bonds shall be a day on which commercial banks and foreign exchange markets are open for business in Paris and on which the Trans-European Automated Gross Settlement Express Transfer System ("TARGET") as determined by CADES, is operating, or, if the TARGET system ceases to operate or the TARGET system is no longer consistent with the market practice for payment on fixed rate euro denominated debt obligations issued in the euromarket the business day definition that shall apply to the Bonds shall be a business day definition for fixed rate euro denominated debt obligations issued in the euromarket which is consistent with then existing or anticipated market practice as determined by CADES.

2 Calculation of Interest

Following redenomination of the Bonds and in accordance with Condition 5(d) of the Terms and Conditions, the interest accrual basis that shall apply to the Bonds shall be the interest accrual basis which applied to the Bonds before redenomination, which shall be calculated on the basis of a 365 day (or 366 as the case may be) year and the actual number of days elapsed in such period.

Interest amounts shall be rounded to the nearest euro 0.00001 (with euro 0.000005 being rounded upwards) in accordance with article 4 of French Decree n°98-1021 of 10 November 1998.

3 Fiscal Agency Agreement

Following consolidation of the Bonds, the Euro 5.125% Multi-Currency Euro-fungible Bonds due 25 October 2008 will have the benefit of a consolidated fiscal agency agreement with effect from 4 January 1999 between CADES, Citibank, N.A. (the "Fiscal Agent") and the paying agents specified below (together with the Fiscal Agent, the "Paying Agents", such expressions to include, as the case may be, any substitute fiscal agent or paying agent(s) appointed pursuant to the fiscal agency agreement), to take into consideration the new principal amount of the Bonds but otherwise substantially similar to the fiscal agency agreements for the former FRF, DEM and NLG issues.

4 Representatives of the Masse

Following consolidation of the Bonds, the two representatives of the Masse shall be :

Mr. Patrick Pigeau, 20, résidence de la Vigne Blanche, 28700 Oysonville
Mrs. Sylvie de Magalhaes Garcia, 10, place Pinel, 75013 Paris

The President of the CADES, on behalf of the Conseil d'Administration.

Details of the fiscal agent  :

Citibank, N.A.
11 old Jewry
London EC2R 8DU Royaume-Uni

Téléphone : 44 171 500 5765
Télécopie : 44 171 500 5877

Details of the paying agents :

Banque Générale du Luxembourg
50 avenue JF Kennedy
2951 Luxembourg
Tel : 352 4242 3175
Fax : 352 4242 2984

Caisse des Dépôts et Consignations
16 rue Bertholet
94113 Arcueil Cedex, France
Tel : 33 1 40 49 87 67
Fax : 33 1 40 49 94 37

Caisse des Dépôts et Consignations GmbH
Blockenheimer Landstrasse 51-53
60325 Frankfurt
Germany
Tel : 49 69 971 33 371
Fax : 49 69 971 33 101