CCF Acquires 11 Branches

HSBC Holdings PLC
7 June 2002

              CCF ACQUIRES 11 BRANCHES FROM BANQUE WORMS IN FRANCE

Following the announcement made on 10 April by Banque Worms/Deutsche Bank Group
that it had entered into exclusive negotiations with CCF for the sale of
branches of Banque Worms in France, CCF has agreed to acquire 11 branches
outside Paris. The purchase price will be up to EUR10 million in cash based on
the retained value of the acquired business at the year-end 2002. This
acquisition will be funded from CCF's own capital.

Under the terms of the agreement, CCF will acquire branches in Bordeaux,
Grenoble, Lille, Lyon, Marseille, Montpellier, Nantes, Nice, Rouen, Toulouse and
Strasbourg. The closing of the transaction is expected to take place around 1
July 2002.

Charles de Croisset, Chairman of CCF, said: "These branches will be integrated
into the CCF network, strengthening our position in the personal banking and SME
customer segments in each of these cities. This acquisition reinforces CCF's
strategy of growing its retail banking business particularly. As part of this
strategy, the bank opened six new branches in 2001."



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