The ILID Certificates are index-linked debt securities issued by SG HOLDINGS, INC. (the "Issuer") and guaranteed by Société Générale New York Branch ("SGNY" or the "Guarantor"). The ILID Certificates and the SGNY guarantee will represent senior obligations of the Issuer and SGNY, respectively, and will rank pari passu with all other senior obligations of the Issuer and SGNY, respectively. The ILID Certificates mature on the Maturity Date and do not provide for earlier redemption by the Issuer or you. The Issuer will not make any payments on the ILID Certificates until maturity.

Each ILID Certificate represents an initial principal amount of $1,000. The minimum initial investment in the ILID Certificates is $5,000 (five ILID Certificates) for taxable accounts or $2,000 for retirement accounts (two ILID Certificates), with amounts in excess thereof in integral multiples of $1,000.

Any registered broker-dealers with which SG Americas Securities LLC. has arranged for the sale of the ILID Certificates may set their own minimum amounts for purchase of the ILID Certificates, provided that such minimum amounts must be at least $5,000 for taxable accounts and $2,000 for retirement accounts.

You will not have the right to receive physical certificates evidencing your ownership except under limited circumstances; instead the Issuer will issue the certificates in the form of a global certificate which will be registered in the name of Cede & Co., as nominee of The Depositary Trust Company ("DTC"). DTC will act as securities depositary for the ILID Certificates and will record ownership and transfer of the ILID Certificates in book-entry only form. Direct and indirect participants in DTC will record beneficial ownership of the ILID Certificates by individual investors.

In this case, the issuer has the right (the "Call Right") to redeem all (but not part) of the ILID Certificates for a fixed price (the "Call Price") during a 30 day period ending on, as an example, June 30, in each Year until Maturity (each period, a "Call Period") as described below:

Below is an example of a Call Schedule

Call Period	Call Price	Yield
June 1 – 30, 2001	140.0% of the initial investment	Annual Percentage Yield:	24.62%
June 1 – 30, 2002	145.0% of the initial investment	Annual Percentage Yield:	15.83%
June 1 – 30, 2003	150.0% of the initial investment	Annual Percentage Yield:	12.18%
June 1 – 30, 2004	155.0% of the initial investment	Annual Percentage Yield:	10.15%

If the Issuer exercises the Call Right, you would receive only the Call Price during the Call Period and not the initial principal amount plus the amount of any Index Return, even if the Index increases substantially between the Settlement Date (as defined herein) and the Call Period. Financial Security does not guarantee payment of the Call Price. For more details see "Description of the ILIDSM Certificates—Call Right in the relevant Offering Memorandum.

The Annual Performance is subject to an Annual Performance Cap set, as an example, at 130%, which, if achieved, would correspond to an increase of 30% in the value of the Index over that of the prior year. The effect of the Annual Performance Cap is that even if the value of the Index has increased in any year by substantially more than 30% over the value of the Index for the prior year, for purposes of calculating the Maturity Redemption Amount and the Index Return the Calculation Agent will treat the Index as having increased by only 30% for that year.

Therefore, on a 5 Years ILID, assuming that the Annual Performance of the Index for each of the years 1 through 5 would reach this 130% Annual Performance Cap, the maximum Maturity Redemption Amount that an investor could receive on each ILID Certificate would be $3,712.93 (130% x 130% x 130% x 130% x 130% x $1,000). That amount includes the return of the $1,000 principal amount of the ILID Certificate and an Index Return of $2,712.93.

In the case of a year in which the value of the Index has declined from that of the prior year, the Annual Performance would be less than 100%. An Annual Performance of less than 100% in any year but the final year would make for a lower Annual Starting Market Value for the subsequent year; in conjunction with the Annual Performance compounding feature, the Annual Performance Cap could then limit the extent to which that decrease in the value of the Index could be offset by possible future increases in the Index’s value. Because of the Annual Performance Cap, together with the Annual Performance compounding feature, you could receive a percentage return on your ILID Certificates that is substantially lower than the full performance of the Index over the term of the Certificates or possibly an Index Return of zero (i.e., just a return of principal) notwithstanding a substantial increase in the value of the Index between the Settlement Date and maturity. For more details, see "Description of the ILIDSM Certificates—Maturity Redemption Amount and Index Return" and "—Calculation Examples for Maturity Redemption Amount and Index Return" in the relevant Offering Memorandum.

The Annual Performance for any year is equal to the percentage that the value of the Index at the close of the year (the "Annual Closing Market Value") represents of the value of the Index at the start of the year (the "Annual Starting Market Value").

The Annual Closing Market Value for any year equals the closing value of the Index on each year and the corresponding Annual Starting Market Value is the closing value of the Index of the prior year.

The Maturity Redemption Amount for each ILID Certificate will be equal to the product of (i) the principal amount of the Certificate multiplied by the Annual Performance for Year1, (ii) the Annual Performance for Year2, (iii) ... (...) the Annual Performance for the last year.

In the case of an acceleration of the maturity of the ILID Certificates, the Maturity Redemption Amount will be calculated in the same general manner and will reflect the Annual Performances achieved through the date of accelerated payment.

The Annual Performances should not be confused with the Index Return. As explained above, the Annual Performances are used to calculate the Maturity Redemption Amount, which is the total amount payable on the ILID Certificate at maturity; by subtracting the principal amount of the Certificate from the Maturity Redemption Amount you get the Index Return, which is the portion of the Maturity Redemption Amount, if any, that is attributable to an increase in the value of the Index. While the Annual Performance for any year can reflect a decrease in the value of the Index, the Index Return cannot be lower than zero; in no event would the amount you would be entitled to receive at maturity be less than 100% of the principal amount of your ILID Certificates. Payments of principal and Index Return, if any, at scheduled maturity will be guaranteed by Financial Security.

For more details, see "Description of the ILIDSM Certificates—Maturity Redemption Amount and Index Return" and "—Calculation Examples for Maturity Redemption Amount and Index Return" in the relevant Offering Memorandum.

The ILID Certificates are most suitable for purchase and holding until Maturity. SG Americas Securities is committed to maintain a secondary market from the payment date up to the maturity of the ILID Certificates accessible by any broker-dealers on Reuters, Bloomberg and the Internet. While some of the other Agents might also choose to make a market, they will not be required to.

The ILID Certificates will not be listed on any stock exchange.

The ILIDSM Certificates are implicitly rated "Aaa" by Moody’s Investors Service, Inc. and "AAA" by both Standard & Poor’s Ratings Services and by Fitch IBCA as the scheduled payments of principal of and return, if any, on the ILID Certificates are guaranteed subject to the terms of the financial guaranty insurance policy (the "Policy") issued by Financial Security Assurance Inc ("Financial Security" or the "Insurer"). For more details see "Description of the ILIDSM Certificates" in the relevant Offering Memorandum.

If you are a United States individual or entity you generally will be taxed for each year you hold ILID Certificates on an amount of interest income based upon the "comparable yield" of the ILID Certificates, even though you will not receive any payment until maturity. In addition, any gain you may recognize on a sale, exchange or other disposition of the ILID Certificates will be taxed as ordinary interest income. The "comparable yield" is determined solely to calculate the amount you will be taxed on prior to maturity and is neither a prediction nor a guarantee of what the actual yield will be.

The table below is an example of the typical tax computations for each year. This example uses a 6.92% comparable yield.

Accrual Period	OID during the accrual period (per $100,000)	Cumulative OID at the end of accrual period (per $100,000)
9/29/00 12/31/00	$1,758.36	$1,758.36
1/1/01 12/31/01	$7,041.68	$8,800.04
1/1/02 12/31/02	$7,528.96	$16,329.00
1/1/03 12/31/03	$8,049.97	$24,378.97
1/1/04 12/31/04	$8,607.02	$32,985.99
1/1/05 9/30/05	$6,883.06	$39,869.06
Total	$39,869.06

The Issuer intends to treat the ILID Certificates as debt for United States federal income tax purposes and, as required, intends to file or cause to be filed information returns with the Internal Revenue Service (the "IRS") consistent with such treatment. The discussion that follows is based on that approach. Investors should be aware, however, that the IRS is not bound by the Issuer’s characterization of the ILID Certificates as indebtedness, and the IRS could possibly take a different position as to the proper characterization of the ILID Certificates for United States federal income tax purposes. If the ILID Certificates are not in fact treated as debt instruments of the Issuer for United States federal income tax purposes, then the United States federal income tax treatment of owning and disposing of the ILID Certificates could differ from the treatment discussed below with the result that the timing and character of income, gain or loss recognized in respect of a ILID Certificate could differ from the timing and character of income, gain or loss recognized in respect of a Certificate had the ILID Certificates in fact been treated as debt instruments of the Issuer for United States federal income tax purposes.

United States Holders

Accrual of OID

Under applicable United States federal income tax regulations, the amount of OID on a ILID Certificate for each "accrual period" is determined by multiplying the comparable yield of each Series of ILID Certificate (adjusted for the length of the accrual period) by the ILID Certificate’s "adjusted issue price" relevant for each Series, at the beginning of the accrual period. The "accrual period" may be any length selected by a holder and may vary over the term of the ILID Certificate as long as no accrual period is longer than one year. Generally, the "adjusted issue price" as of the beginning of an accrual period is equal to the ILID Certificate’s issue price, increased by the amount of OID previously accrued on the ILID Certificate. The amount of OID so determined for such accrual period is then allocated on a ratable basis to each day in the accrual period that the United States Holder held the ILID Certificate. Under these rules, a United States Holder will have to include in income increasingly greater amounts of OID in successive accrual periods, because the adjusted issue price of the ILID Certificates will increase while the comparable yield will remain constant.

Taxation of the Index Return

If the actual Index Return is greater than the Assumed Final Payment Amount, the excess will be a "positive adjustment," treated as additional interest income. If the actual Index Return is less than the Assumed Final Payment Amount, the deficiency will be a "negative adjustment." Such negative adjustment will be applied first to reduce the OID accrued for the year in which the Index Return is paid. Any remainder of such negative adjustment will be treated as an ordinary loss to the extent of all OID accrued by the holder in prior years. Any such ordinary loss is not subject to the 2% limitation on the deductibility of miscellaneous deductions under Section 67 of the Code. Any excess of such remaining negative adjustment over such accrued OID will be treated as a capital loss. Because the holder of a ILID Certificate at the Maturity Date will receive 100% of the principal amount of the Series 9 ILID Certificate, the entire amount of any negative adjustment in excess of the OID accrual for the year of payment should be treated as an ordinary loss.

Sale or Exchange of ILIDSM Certificates

A United States Holder of a ILID Certificate will recognize gain or loss on the sale, exchange or other disposition of the ILID Certificate, to the extent that the amount realized is more or less than its tax basis in the 9 ILID Certificate. Special rules apply in determining the tax basis of a ILID Certificate. Generally, an owner’s basis in an ILID Certificate is increased by the OID previously accrued by the owner on the ILID Certificate. In general, any gain realized by a United States Holder on the sale, exchange or other disposition of a ILID Certificate will constitute interest income. Any loss recognized on a sale, exchange or other disposition of a ILID Certificate is generally an ordinary loss to the extent of the OID previously accrued by such United States Holder on the 9 ILID Certificate. Any loss in excess of such accrued OID would be treated as a capital loss. The deductibility of capital losses by United States Holders is subject to limitations. In the case of individuals, however, such ordinary loss would not be subject to the 2% limitation imposed on miscellaneous itemized deductions that can be claimed in any year.

Tax Exempt Investor

For investors that are tax exempt individual retirement accounts, pension plans and charitable or educational organizations (a "Tax Exempt Investor"), interest, OID and gain from ILID Certificates will not constitute unrelated business taxable income unless the ILID Certificates constitute "debt financed property" as to such Tax Exempt Investor within the meaning of Section 514(b) of the Code.

For more details see "Comparable Yield and Assumed Final Payment Amount for United States Federal Income Tax Purposes" and "Certain United States Federal Income Tax Consequences" in the relevant Offering Memorandum.

The Issuer: SG Holdings Inc.

The Issuer was incorporated under the laws of the State of New York on June 29, 1999 as a business corporation, with its only office located in New York City. The sole purpose of the Issuer is to issue one or more series of ILID Certificates and on-lend, pursuant to a funding agreement or other arrangement, to the Head Office of Société Générale the proceeds thereof. The principal place of business of the Issuer is 1221 Avenue of the Americas 6th Floor, New York, NY 10020, and its telephone number is (212) 278-5903. The Issuer is a wholly owned subsidiary of Société Générale and has no subsidiaries.

Société Générale and Société Générale Group

Société Générale, a French banking corporation, is the most important constituent entity of the Société Générale Group. The Group is an international banking and financial services group based in France that includes approximately 300 French and foreign banking and non-banking companies. The Group also holds (for investment) minority interests in industrial and commercial companies. In the Offering Memorandum Supplement and in the accompanying Offering Memorandum, Société Générale refers to the parent company only and the term Group refers to Société Générale and its domestic and foreign subsidiaries and affiliates which are consolidated in full or under the equity method.

At December 31, 2002, the Group had total consolidated assets of 501.3 billion Euros, total customer loans of 174.1 billion Euros, total customer deposits of 152.8 billion Euros, and shareholders’ equity 15.7 billion Euros. At December 31, 2002 the buying rate expressed in U.S. dollars per Euro was 1.0487 U.S. dollars. The foregoing financial figures have been derived from, and are qualified by reference to, the Group’s audited consolidated financial statements and notes thereto (including Note 1 which contains a discussion of the significant accounting principles applied) that are contained in the Group’s December 31, 2002 Annual Report. Such financial statements are prepared in accordance with French generally accepted accounting principles, which differ in certain significant respects from generally accepted accounting principles in the United States. Certain annual and interim reports may also be obtained at the Group’s investor relations website, http://www.socgen.com. At December 31, 2002, Société Générale had total consolidated assets of 386.6 billion Euros, total customer loans of 121.5 billion Euros, and total customer deposits of 117.6 billion Euros.

SGNY

SGNY, the Guarantor, is the New York Branch of Société Générale. SGNY is licensed by the Superintendent of Banks of the State of New York (the Superintendent) under New York Banking Law and is subject to the supervision, examination and regulation by the the Board of Governors of the Federal Reserve System and the Superintendent of Banks of the State of New York.  The system of banking regulation and supervision to which SGNY is subject is substantially equivalent to that applicable to banks doing business in the State.

Please refer to the Offering Memorandum for additional information regarding the Issuer, Société Générale, and SGNY generally.

The Issuer will issue the ILID Certificates subject to certain of the conditions set forth an agency
agreement, pursuant to which SG Americas Securities LLC. has been appointed as the Principal Agent of the Issuer for the sale of the ILID Certificates. SG Americas Securities LLC. may in turn enter into one or more Participation Agreements with other agents for the sale of ILID Certificates to the customers of such other agents.  The ILIDs will be offered to potential investors at the price shown on the cover page of the Offering Memorandum Supplement and to SG Americas Securities LLC. and the agents at such price.  Each agent, including SG Americas Securities LLC. will receive a commission equal to 3% of the aggregate principal amount of ILIDs sold by the Issuer.

SG Americas Securities LLC., which is an affiliate of the Issuer, is an indirect, wholly-owned subsidiary of Société Générale and a registered broker-dealer and member of the New York Stock Exchange, the National Association of Securities Dealers, Inc. and a SIPC.  The compensation to be paid by the Issuer to SG Americas Securities LLC. for its services as Principal Agent for the sale of the ILID Certificates will be generally equivalent to the compensation paid by issuers to unaffiliated brokers in comparable transactions for such services.

An investment in ILIDs is subject to a number of risks not associated with similar investments in conventional securities. While investors are guaranteed a redemption amount at maturity (as described above), in considering whether to make an investment in ILIDs, prospective purchasers should consider the following risk factors: (1) they may not realize a return that reflects the full performance of the underlying index over the term of the ILIDs; (2) the yield may be lower than the yield on a standard debt security of comparable maturity; (3) the returns will not include any dividends paid on the stock components of the underlying index; (4) ILIDs are subject to the risks of an investment in a broad-based portfolio of common stocks, including the risk that the general level of stock prices may decline; and (5) there can be no assurance there will a liquid secondary market for the ILIDs.

Prospective investors should also be aware that ILIDs are not registered under the Securities Act or under any state securities laws. Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission or regulatory authority has reviewed the ILIDs or any aspect of the ILID investment program. Nor has the Commission or any regulatory authority reviewed or passed upon the accuracy or adequacy of the Offering Memorandum or Offering Memorandum Supplement.

For a more detailed description of risk factors, please refer to the relevant Offering Memorandum Supplement.