PRICING SUPPLEMENT

SOCIETE GENERALE SGA SOCIETE GENERALE ACCEPTANCE N.V. EUR 40,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME (the "Programme")

Series 4219/03-1 Tranche 2 SOCIETE GENERALE GBP 150,000,000 5.40 per cent. Subordinated Notes due 2018 (the "Notes") to be consolidated and form a single series with the existing GBP 450,000,000 5.40 per cent. Subordinated Notes due 2018 of Series 4219/03-1 issued on 30th January, 2003

This Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation; and no action is being taken to permit an offering of the Notes or the distribution of this Pricing Supplement in any jurisdiction where such action is required. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of investing in a particular issue of Notes as well as access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their financial situation. Certain issues of Notes are not an appropriate investment for investors who are unsophisticated with respect to the applicable interest rate indices, currencies, other indices or formulas, or redemption or other rights or options. Investors should also have sufficient financial resources to bear the risks of an investment in Notes.

The date of this Pricing Supplement is 23rd December, 2003

23rd December, 2003

SOCIETE GENERALE Issue of GBP 150,000,000 5.40 per cent. Subordinated Notes due 2018 under the 40,000,000 Euro Medium Term Note Programme to be consolidated and form a single series with the existing GBP 450,000,000 5.40 per cent. Subordinated Notes due 2018 of Series 4219/03-1 issued on 30th January, 2003

This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the Conditions) set forth in the Offering Circular dated 2nd July, 2002. This Pricing Supplement is supplemental to and must be read in conjunction with such Offering Circular dated 19th December, 2003, save in respect of the Conditions which are extracted from the Offering Circular dated 2nd July, 2002.

1.

Issuer:

2.

(i) (ii)

Series Number: Tranche Number:

3. 4.

Specified Currency or Currencies in the case of Dual Currency Notes: Aggregate Nominal Amount: Tranche:

SOCIETE GENERALE

4219/03-1 Tranche 2 With effect from and including the Exchange Date, which is expected to fall on or about 9th February, 2004, the Notes shall be consolidated and form a single series with the existing GBP 450,000,000 5.40 per cent. Subordinated Notes due 2018 of series 4219/03-1 issued by the Issuer on 30th January, 2003. Pounds sterling (GBP)

GBP 150,000,000 2

Series: 5. Issue Price of Tranche:

GBP 600,000,000 98.794 per cent. of the Aggregate Nominal Amount (plus an amount equal to the interest accrued from and including 30th January, 2003 to but excluding the Issue Date (which is equal to 333 days' accrued interest). Net proceeds: GBP 154,742,363

6.

Specified Denominations (including, if appropriate, the number of definitive Notes in each Specified Denomination): (i) (ii) Issue Date and if applicable Interest Commencement Date:

GBP 1,000; GBP 10,000 and GBP 100,000 29th December, 2003

7.

Interest Commencement Date (if different from the Issue Date) : 30th January, 2003 30th January, 2018

8. 9.

Maturity Date: Interest Basis:

Fixed Rate (further particulars specified below) Redemption at par

10. 11.

Payment/Redemption Basis: Change of Interest Basis or Payment/Redemption Basis: Put/Call Options: Status of the Notes:

Not Applicable Not Applicable Dated Subordinated Notes The Notes will be direct unsecured unconditional subordinated obligations of the Issuer and rank pari passu without any preference among themselves and pari passu with any other present and future unsecured unconditional subordinated obligations of the Issuer with the exception of the prts participatifs granted to the Issuer and the titres participatifs issued by the Issuer. If any judgment is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, the rights of payment of the holders of the Notes shall be subordinated to the payment in full of unsubordinated creditors and, subject to such payment in full, the holders of the Notes shall be paid in priority to any prts participatifs granted to the Issuer and any titres participatifs issued by it. 3

12. 13.

In the event of incomplete payment of unsubordinated creditors, the obligations of the Issuer in connection with the Notes will be terminated. The holders of the Notes shall take all steps necessary for the orderly accomplishment of any collective proceedings or voluntary liquidation. Payment of interest constitutes obligations which rank equally with the obligations of the Issuer in respect of unsubordinated notes issued by the Issuer. 14. 15. Listing: Method of distribution: Luxembourg Stock Exchange Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions: (i) (ii) Fixed Rate(s) of Interest: Fixed Interest Date(s): Applicable 5.40 per cent. per annum payable annually in arrear 30th January in each year up to and including the Maturity Date, commencing 30th January, 2004. For the avoidance of doubt, the payment of interest scheduled to be made on the first Fixed Interest Date shall amount to a full year's interest for the Notes of each Specified Denomination. Not Applicable Actual/Actual (ISMA) 30th January in each year

(iii) (iv)

Initial or Final Broken Amount(s): Fixed Day Count Fraction:

(v) (vi)

Determination Date(s): Other terms relating to the method of calculating interest for Fixed Rate Notes:

None Not Applicable Not Applicable Not Applicable Not Applicable

17. 18. 19. 20.

Floating Rate Note Provisions: Zero Coupon Note Provisions: Indexed Note Provisions: Dual Currency Note Provisions:

PROVISIONS RELATING TO PHYSICAL DELIVERY 21. Physical Delivery Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION 22. 23. 24. 25. Issuer's Optional Redemption (other than for taxation reasons): Redemption at the option of the Noteholders: Final Redemption Amount: Not Applicable Not Applicable 100 per cent. of the Nominal Amount

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in Condition 6(g)): Condition 6(g) (ii) applies (i.e.100% of the Nominal Amount). The Notes cannot be redeemed prior to the Maturity Date, except for taxation reasons and subject to the prior approval of the Secrtariat Gnral de la Commission Bancaire as described in the Conditions.

GENERAL PROVISIONS APPLICABLE TO THE NOTES 26. Whether the Notes are initially to be issued in temporary or permanent global form: Provisions for exchange of Notes:

Temporary global form Temporary global Note exchangeable for permanent global Note which is further exchangeable into definitive Notes on 60 days' notice upon the occurrence of certain limited circumstances described in "Form of the Notes" in the Offering Circular

27.

28.

"Payment Business Day" definition if different from Condition 5(e) or other special provisions relating to Payment Business Days: Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):

London and TARGET

29.

Not Applicable

30.

Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: Not Applicable Details relating to Instalment Notes: Not Applicable 5

31.

Instalment Amount(s): Instalment Date(s): 32. 33. Redenomination applicable: Other terms or special conditions:

Not Applicable Not Applicable Redenomination not applicable The Issuer may at any time purchase Notes provided that the prior approval of the Secrtariat Gnral de la Commission Bancaire shall have to be obtained: a) if the total principal amount of Notes so purchased shall exceed 10 per cent of the initial aggregate principal amount of the Notes, and b) in the case of an offre publique d'achat (Cash-Take Over Bid) or an offre publique d'change (Paper Take-Over Bid)

DISTRIBUTION 34. (i) If syndicated, names of Joint Lead Managers:

Barclays Bank PLC J.P. Morgan Securities Ltd. Barclays Bank PLC Not Applicable For the purposes of the issue of the Notes, the French Selling Restrictions set out in the section of the Offering Circular headed "Subscription and Sale France", shall be deleted and replaced by the following: "Each of the Joint Lead Managers and the Issuer will be required to acknowledge that the Notes are being issued outside the Republic of France and will represent and agree that, (i) it has not offered or sold and will not offer or sell, directly or indirectly, the Notes to the public in the Republic of France and (ii) offers and sales of the Notes will be made only to qualified investors ("investisseurs qualifis") acting for their own account in the Republic of France in accordance with articles L 411-1 and L 411-2 of the Code montaire et financier and Dcret n 98-880 dated 1st October, 1998. In addition, each Joint Lead Manager and the Issuer will represent and agree that it has not distributed or caused to be distributed and will not distribute or cause to be distributed in the Republic of France the Offering Circular or any other offering material relating to the Notes other than to those investors (if any) to whom offers and sales of the Notes in the Republic of France may be made, as described above." 6

(ii) Stabilising Manager (if any): 35. 36. If non-syndicated, name of relevant Dealer: Additional selling restrictions:

OPERATIONAL INFORMATION 37. Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Delivery: Additional Paying Agent(s) (if any): Rating for the Notes: Address and contact details at Socit Gnrale for all administrative communications relating to the Notes:

Not Applicable Delivery against payment Not Applicable The Notes are not rated

38. 39. 40. 41.

Socit Gnrale Tour Socit Gnrale OPER/DFI/TAU/MID/MON 92987 Paris-La Dfense Telephone: 33.(0)1 42.13.30.49 Telefax: 33.(0)1 42.13.76.33 Attention: Paul Walter

Temporary ISIN Code: Common Code: LISTING APPLICATION XS0182781541 18278154

Following the Exchange Date XS0161798417 16179841

The above Pricing Supplement comprises the details required to list this issue of Notes by Socit Gnrale pursuant to its EUR 40,000,000,000 Euro Medium Term Note Programme for which purpose it is hereby submitted. Socit Gnrale Bank & Trust S.A. (as Agent)

RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Pricing Supplement. Signed on behalf of the Issuer: By: Duly authorised 7