Compagnie de Saint-Gobain

Capital/Financing Update • Sep 29, 2011

FINAL TERMS

29 September 2011

Compagnie de Saint-Gobain

ISSUE OF EUR 1,000,000,000 3.50% Notes due 30 September 2015 under the EUR 12,000,000,000 Medium Term Note Programme

The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the EEA which has implemented the Prospectus Directive (the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU."

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the prospectus dated 20 July 2011 and the Prospectus Supplement No. 1 thereto dated 10 August 2011 (together, the "Prospectus") which constitute a prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus.

THE NOTES CONSTITUTE OBLIGATIONS WITHIN THE MEANING OF ARTICLE L.213-5 OF THE FRENCH CODE MONETAIRE ET FINANCIER.

ı.	Issuer	Compagnie de Saint-Gobain
2.	Series Number: (i) (ii) Tranche Number:	11
3.	Specified Currency or Currencies:	EUR
4.	Aggregate Nominal Amount of Notes admitted to trading $\left( i\right)$ Series: (ii) Tranche:	EUR 1,000,000,000 EUR 1,000,000,000
5.	Issue Price:	99.535 per cent. of the Aggregate Nominal Amount

6.	(i)	Specified Denominations:	EUR 100,000 and higher integral multiples of EUR 1,000 in excess thereof
	(ii)	Calculation Amount:	EUR 1,000
7.	(i)	Issue Date:	30 September 2011
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		30 September 2015
9.	Interest Basis:		3.50 per cent. Fixed Rate. (further particulars specified below)
10.		Redemption/Payment Basis:	Redemption at par
11.	Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
12.	Put Options:		Not Applicable. For the avoidance of doubt only, Change of Control Put Event applicable (see Condition 9 (Change of Control)).
	Call Options:		Not Applicable
13.	(i) (ii) (iii)	Status of the Notes: Relevant corporate authorisation(s) required for issuance of Notes: Date(s) of relevant corporate	Senior Unsecured Board Authorisation and Decision to Issue by duly authorised officer
		authorizations for issuance of Notes:	24 February 2011 (Board authorisation); 21 September 2011 (decision to issue)
14.		Method of distribution:	Syndicated
		$\mathbf{B} \mathbf{D} \mathbf{A} \mathbf{I} \mathbf{B} \mathbf{A} \mathbf{I} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{A} \mathbf{$

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	(i)	Fixed Rate Note Provisions: $Rate(s)$ of Interest:	Applicable 3.50 per cent. per annum payable annually in
	(ii)	Interest Payment Date(s):	arrear 30 September in each year in each case adjusted in accordance with the Following Business Day
	(iii) (iv) (v) $(v_i)$ (vii)	Fixed Coupon Amount(s): Broken Amount(s): Day Count Fraction: Determination Date(s): Other terms relating to the method of calculating interest for Fixed Rate	Convention EUR 35 per Calculation Amount Not Applicable Actual/Actual (ICMA), unadjusted 30 September in each year
		Notes:	Not Applicable
16.	Floating Rate Note Provisions:		Not Applicable
17.	Zero Coupon Note Provisions:		Not Applicable
18.	Index-Linked Interest Note/other variable- linked interest Note Provisions:		Not Applicable
19.	Dual Currency Interest Note Provisions:		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
20. 21.	Put Option:	Call Option:	Not Applicable $\mathbf{M}$ and $\mathbf{M}$ and $\mathbf{M}$

Not Applicable. For the avoidance of doubt
only, Change of Control Put Event applicable
(see Condition 9 (Change of Control)).

1. Final Redemption Amount of each Note:

2. Early Redemption Amount of each Note 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 the Condition):

EUR 1,000 per Calculation Amount

EUR 1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.	Form of Notes:	Bearer Notes
		Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
25.	Financial Centre(s) or other special provisions relating to Payment Days:	Not Applicable
26.	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	No
27.	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
28.	Details relating to Instalment Notes	Not Applicable
29.	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
30.	Applicable tax regime:	Condition 10 (Taxation) applies and the Notes are issued (or deemed issued) outside France
31.	Other final terms:	Not Applicable
	DISTRIBUTION
32. 33. 34.	If syndicated, names of Managers: (i) (ii) Stabilising Manager (if any): If non-syndicated, name of Dealer: Additional selling restrictions:	Crédit Agricole Corporate and Investment Bank, J.P. Morgan Securities Ltd., Société Générale and The Royal Bank of Scotland plc The Royal Bank of Scotland plc Not Applicable Not Applicable

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the EUR 12,000,000,000 Medium Term Note Programme of Compagnie de Saint-Gobain.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of the Issuer:

By: Name: ouv

Duly^/authorised officer

PART B-OTHER INFORMATION

$\mathbf{1}$ LISTING

$(i)$ Listing: (ii) Admission to trading:

(iii) Estimate of total expenses related to admission to trading:

$2.$ RATINGS Ratings:

London

Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Official List with effect from 30 September 2011.

GBP3.650

The Notes to be issued have been rated: S & P: BBB (stable outlook) Moody's: Baa2 (positive outlook) Moody's Deutschland GmbH is established in the European Union and has applied for registration under the CRA Regulation. although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.

Standard & Poor's Credit Market Services Europe Limited is established in the European Union and has applied for registration under the CRA Regulation, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.

In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before June 7, 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.

$3.$ NOTIFICATION Not Applicable

• INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 4. Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
• REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL 5. EXPENSES Not Applicable
• YIELD (Fixed Rate Notes only) 6. Indication of yield:

3.627 per cent.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future vield.

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER $7.$ INFORMATION CONCERNING THE UNDERLYING Not Applicable

PERFORMANCE OF RATES OF EXCHANGE 8. Not Applicable

OPERATIONAL INFORMATION 9. ISIN Code: Common Code: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme and the relevant identification number(s). Delivery: Names and addresses of additional Paying Agent $(s)$ (if any):

XS0683565476 068356547

Not Applicable Delivery against payment

Not Applicable