PRESS RELEASE
15/11/2004

Dexia sells its shares in Kempen & Co

BRUSSELS, PARIS, AMSTERDAM - Having obtained the necessary approvals of the supervision authorities, Dexia finalized the sale of all its shares in Kempen & Co to Friesland Bank, HAL Investments, NPM Capital and the management and employees of Kempen & Co, on 15th November 2004,

Kempen & Co joined the Dexia group in July 2001. In December 2001, Kempen & Co was merged with Bank Labouchere, which was bought in 2000, and the new entity took the name of Dexia Bank Nederland.

At the end of 2002, as a result of the impact of market conditions on share leasing products, it was decided to split the activities of Dexia Bank Nederland. At the same time, on 5th December 2002, Dexia S.A. issued a declaration in favour of Dexia Bank Nederland in which it undertook to see to it that the latter company could meet its commitments. The de-merger was effective in April 2003, with the retail activity continuing to be carried out under the name of Dexia Bank Nederland while Kempen & Co was conducting the activities of asset management, securities and corporate finance.

In April 2004, Dexia made public its negotiations with a group of investors and the management of Kempen & Co with a view to selling its stake in this company, which was no longer a core business for Dexia.

The sale, having been finalized today, Kempen & Co is no longer part of the Dexia group. In a letter of 15th November 2004, Dexia S.A. reconfirms its commitment towards Dexia Bank Nederland, which remains a 100% subsidiary of Dexia and also states that, insofar as the declaration of 5th December 2002 concerned Kempen & Co, it is replaced by a separate undertaking concerning the joint and several liability of Kempen & Co according to the Dutch de-merger legislation.

The declaration of December the 5th 2002 and the letter of November the 15th 2004 can be consulted on the websites of Dexia Bank Nederland N.V. and Kempen & Co N.V.

This press release is published in Dutch, English and French. The Dutch text prevails over the others.