Obligation Crédit Agricole 8.125% ( US225313AJ46 ) en USD

Crédit Agricole

100 % ▲

France

US225313AJ46 ( en USD )

8.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Crédit Agricole US225313AJ46 en USD 8.125%, échéance Perpétuelle

200 000 USD

1 250 000 000 USD

225313AJ4

23/06/2024 ( Dans 40 jours )

L'Obligation émise par Crédit Agricole ( France ) , en USD, avec le code ISIN US225313AJ46, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs")
WITHIN THE MEANING OF RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
(2) NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE UNITED
STATES.
IMPORTANT: Investors must read the following before continuing. The fol owing applies to the prospectus (the "Prospectus")
following this page, and investors are therefore advised to read this carefully before accessing, reading or making any other use of the
Prospectus. In accessing the Prospectus, investors agree to be bound by the fol owing terms and conditions, including any
modifications to them any time investors receive any information from the Issuer as a result of such access.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. NOTHING IN THIS ELECTRONIC
TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
MAKE SUCH AN OFFER. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS AND REGULATIONS OF OTHER JURISDICTIONS.
Confirmation of Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the
securities, investors must be either (1) QIBs (within the meaning of Rule 144A under the Securities Act) or (2) non-U.S. persons
outside the United States. This Prospectus is being sent to the recipient at its request and by accepting the e-mail and accessing this
Prospectus, recipients shall be deemed to have represented to the Issuer and the Managers that (1) such recipient and any
customers it represents are either (a) QIBs or (b) non-U.S. persons located and receiving this electronic transmission outside the
United States and (2) that the recipient consents to delivery of such Prospectus by electronic transmission.
Recipients are reminded that this Prospectus has been delivered to the recipient on the basis that it is a person into whose
possession this Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which the recipient is located and
the recipient may not, nor is the recipient authorized to, deliver this Prospectus to any other person.
The terms of the issue of the Notes described in this Prospectus are not yet final and are subject to updating, further detailed
negotiation, amendment, verification and completion. The Prospectus is an advertisement and is not a prospectus for the purposes of
Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003, as amended, which includes the
amendments made by Directive 2010/73/EU of the European Parliament and of the Council dated November 24, 2010 (the
"Prospectus Directive"). A final prospectus wil be prepared and made available in accordance with the Prospectus Directive.
Application wil be made to the Autorité des marchés financiers (the "AMF") for approval of the final prospectus in its capacity as
competent authority in France under the Prospectus Directive. Application wil be made for the Notes to be listed and admitted to
trading on the regulated market of Euronext in Paris.
This communication has not been approved by an authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended) ("FSMA"). Accordingly, this communication is only for distribution to and directed at: (i) in the United
Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth entities falling within
Article 49(2)(a) to (d) of the Order; (i ) persons who are outside the United Kingdom; and (i i) any other person to whom it can
otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons"). The Notes are only available to,
and any invitation, offer, or agreement to subscribe, purchase or otherwise acquire such Notes wil be engaged in only with, Relevant
Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The Prospectus may only be communicated in France to (i) persons providing investment services relating to portfolio management
for the account of third parties (personnnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers)
and/or (i ) qualified investors (investisseurs qualifiés) acting for their own account as defined in, and in accordance with, Articles
L.411- 1, L.411- 2 and D.411- 1 of the French Code monétaire et financier and applicable regulations thereunder.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed
to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.
This Prospectus has been sent to the recipient in an electronic form. The recipient is reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer or any of the
Managers named herein, nor any person who controls any of them, nor any director, officer, employee or agent of any of them or
affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus
distributed to recipients in electronic format and the hard copy version available to recipients on request from the Issuer or any of the
Managers named herein.

PROSPECTUS
STRICTLY CONFIDENTIAL

US$1,250,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes
Issue Price for the Notes: 100%
Crédit Agricole S.A. is offering US$1,250,000,000 principal amount of its Undated Deeply Subordinated Additional
Tier 1 Fixed Rate Resettable Notes (the "Notes").
The Notes wil be issued by Crédit Agricole S.A. (the "Issuer") and wil constitute direct, unsecured and deeply
subordinated debt obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms and
Conditions of the Notes."
The Notes wil bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in "Terms
and Conditions of the Notes"), payable (subject to cancelation as described below) quarterly in arrears on March
23, June 23, September 23 and December 23 of each year (each an "Interest Payment Date"), from (and
including) January 19, 2016 (the "Issue Date") to (but excluding) December 23, 2025 (the "First Call Date") at the
rate of 8.125% per annum. The first payment of interest wil be made on March 23, 2016 in respect of the short
Interest Period from (and including) the Issue Date to (but excluding) the first Interest Payment Date (March 23,
2016). The rate of interest will reset on the First Call Date and on each five-year anniversary thereafter (each, a
"Reset Date"). The Issuer may elect to cancel the payment of interest on the Notes (in whole or in part) on any
Interest Payment Date, and it wil be required to cancel the payment of interest on the Notes on any Interest
Payment Date to the extent that the Distributable Items or Relevant Maximum Distributable Amount is insufficient,
or if the Relevant Regulator requires such interest to be canceled. Interest that is canceled wil not be due on any
subsequent date, and the non-payment wil not constitute a default by the Issuer.
The principal amount of the Notes wil be written down on a pro rata basis with other similar instruments if at any
time the Crédit Agricole S.A. Group's CET1 Capital Ratio falls or remains below 5.125% or the Crédit Agricole
Group's CET1 Capital Ratio falls or remains below 7%. Holders may lose some or substantially al of their
investment in the Notes as a result of such a write-down. Following such reduction, the Current Principal Amount
may, at the Issuer's discretion, be reinstated up to the Original Principal Amount on a pro rata basis with other
similar instruments, if the Crédit Agricole S.A. Group records positive Consolidated Net Income and the Relevant
Maximum Distributable Amount is sufficient, subject to certain conditions. See Condition 6 (Loss Absorption and
Return to Financial Health) in "Terms and Conditions of the Notes."
The Notes have no fixed maturity and holders do not have the right to cal for their redemption. As a result, the
Issuer is not required to make any payment of the principal amount of the Notes at any time prior to the time a
judgment is issued for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for
any other reason. The Issuer may, at its option, redeem al , but not some only, of the Notes on the First Cal Date
or any Interest Payment Date falling on or about each anniversary of the First Cal Date thereafter at their Original
Principal Amount, or upon the occurrence of certain Tax Events or a Capital Event (each as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") at the Current Principal Amount, in each case plus any
accrued and unpaid interest, and subject in each case to approval by the Relevant Regulator. If a Capital Event,
Tax Event or Alignment Event has occurred and is continuing in respect of the Notes, the Issuer may substitute al
of such Notes or modify the terms of all of such Notes, without the consent or approval of Holders, so that they
become or remain Qualifying Notes (as defined in Condition 7.7 (Substitution and Modification)).
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European
Parliament and of the Council dated November 4, 2003, as amended, which includes the amendments made by
Directive 2010/73/EU of the European Parliament and of the Council dated November 24, 2010 (the "Prospectus
Directive").
Application has been made to list and admit to trading the Notes, as of their issue date, on the regulated market of
Euronext in Paris ("Euronext Paris"). Euronext Paris is a regulated market within the meaning of the Directive
2004/39/EC of the European Parliament and of the Council dated April 21, 2004.
The Notes are expected to be rated BB+(EXP) by Fitch France S.A.S. ("Fitch") and BB by Standard & Poor's
Credit Market Services S.A.S ("S&P"). Each of Fitch and S&P is established in the European Union ("EU") and is
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list
of credit rating agencies registered in accordance with the CRA Regulation as of the date of this Prospectus. This

list is available on the ESMA website at www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last
updated on October 27, 2015). A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating agency.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 12 below for risk
factors relevant to an investment in the Notes.
The Notes will be issued in registered form in denominations of US$200,000 and integral multiples of US$1,000 in
excess thereof. Delivery of the Notes wil be made on or about January 19, 2016, in book-entry form only,
through the facilities of The Depository Trust Company ("DTC"), for the accounts of its participants, including
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), and Euroclear Bank S.A./N.V.
("Euroclear").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to qualified institutional
buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A") and (2) outside
the United States to non-U.S. persons in reliance on Regulation S under the Securities Act ("Regulation
S"). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Copies of this Prospectus are available on the websites of the AMF (www.amf-france.org) and of the Issuer
(www.credit-agricole.com) and may be obtained, without charge on request, at the principal office of the Issuer
during normal business hours. Copies of all documents incorporated by reference in this Prospectus are
available (i) on the website of the AMF (www.amf-france.org) and (ii) on the website of the Issuer
(www.credit-agricole.com) and may be obtained, without charge on request, at the principal office of the Issuer
during normal business hours.

In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and its General
Regulations (Règlement général), in particular Articles 211-1 to 216-1, the AMF has granted to this Prospectus
the visa n°16-023 on January 13, 2016. This Prospectus has been prepared by the Issuer and its signatories
assume responsibility for it. In accordance with Article L.621-8-1-I of the French Code monétaire et financier, the
visa has been granted fol owing an examination by the AMF of "whether the document is complete and
comprehensible, and whether the information in it is coherent." It does not imply that the AMF has verified the
accounting and financial data set out in it and the appropriateness of the issue of the Notes.
Sole Bookrunner and Global Coordinator
Crédit Agricole CIB

Joint Lead Managers
Banca IMI
Goldman,
Morgan
Santander
UBS Investment
Wells Fargo
Sachs & Co.
Stanley
Bank
Securities

The date of this Prospectus is January 13, 2016.

The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other
information, and the Issuer takes no responsibility for any other information that others may give to
prospective investors. Prospective investors should carefully evaluate the information provided by the
Issuer in light of the total mix of information available to them, recognizing that the Issuer can provide
no assurance as to the reliability of any information not contained or incorporated by reference in this
Prospectus. The information contained or incorporated by reference in this Prospectus is accurate
only as of the date hereof, regardless of the time of delivery or of any sale of the Notes. It is important
for prospective investors to read and consider al information contained in this Prospectus, including
the documents incorporated by reference herein, in making an investment decision. Prospective
investors should also read and consider the information in the documents to which the Issuer has
referred them under the caption "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of
the Notes. The Issuer and the Managers reserve the right to reject any offer to purchase for any
reason.
Neither the Securities and Exchange Commission (the "SEC"), any state securities
commission nor any other regulatory authority, has approved or disapproved of the Notes; nor
have any of the foregoing authorities passed upon or endorsed the merits of this offering or
the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and wil not be registered under the Securities Act or the securities law of
any U.S. state, and may not be offered or sold, directly or indirectly, in the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or such state securities laws. The Notes
are being offered and sold in the United States only to Qualified Institutional Buyers (as defined in
Rule 144A) and outside the United States to non-U.S. persons in accordance with Regulation S under
the Securities Act.
In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the
United States by a dealer (whether or not it is participating in the offering) may violate the registration
requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. The Issuer and the Managers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to
make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it
implies that there has been no change in the Issuer's affairs or that the information contained or
incorporated by reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
· comply with al applicable laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this Prospectus and the purchase, offer or sale of the Notes;
and
· obtain any consent, approval or permission required to be obtained by them for the purchase,
offer or sale by them of the Notes under the laws and regulations applicable to them in force
iii

in any jurisdiction to which they are subject or in which they make such purchases, offers or
sales; and neither the Issuer nor the Managers shall have any responsibility therefor.
By purchasing the Notes, investors wil be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
The Notes are not intended to be sold and should not be sold to "retail clients" in the European
Economic Area (the "EEA"), as defined in the U.K. Financial Conduct Authority's (the "FCA")
Handbook, in accordance with the rules set out in the FCA's Conduct of Business Sourcebook
("COBS") at COBS 22 (as amended or replaced from time to time) other than in circumstances that do
not and wil not give rise to a contravention of those rules by any person.
The Notes discussed in this Prospectus are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the
Notes to retail investors.
In particular, in June 2015, the FCA published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 and
served to amend COBS 22.
As of October 1, 2015, under the rules set out in COBS 22.3 (as amended or replaced from time to
time, the "PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Notes, must not be sold to retail clients in the EEA; and
(ii)
there must not be any communication or approval of an invitation or inducement to
participate in, acquire or underwrite such securities (or the beneficial interest in such
securities) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case, within the
meaning of COBS 22.3), other than in accordance with the limited exemptions set out in
COBS 22.3.
The Managers are required to comply with COBS 22.3. By purchasing, or making or accepting an
offer to purchase, any Notes from the Issuer and/or any Manager, each prospective investor
represents, warrants, agrees and undertakes to the Issuer and each of the Managers that:
1.
it is not a retail client in the EEA (as defined in COBS 22);
2.
whether or not it is subject to COBS 22.3, it will not
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA or
(B)
communicate (including the distribution of this document) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated
in such a way that is likely to be received by a retail client in the EEA (in each case
within the meaning of COBS 22), in any such case other than (i) in relation to any
sale of, or offer to sell, the Notes (or any beneficial interests therein) to a retail client
in or resident in the United Kingdom, in circumstances that do not and wil not give
rise to a contravention of COBS 22 by any person and/or (i ) in relation to any sale of
or offer to sell the Notes (or any beneficial interests therein) to a retail client in any
EEA member state other than the United Kingdom, where (1) it has conducted an
assessment and concluded that the relevant retail client understands the risks of an
investment in the Notes (or such beneficial interests therein) and is able to bear the
potential losses involved in an investment in the Notes (or such beneficial interests
therein) and (2) it has at al times acted in relation to such sale or offer in compliance
iv

with the Markets in Financial Securities Directive (2004/39/EC) ("MiFID") to the extent
it applies to it or, to the extent MiFID does not apply to it, in a manner which would be
in compliance with MiFID if it were to apply to it; and
(C)
it wil at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution
and/or sale of the Notes (or any beneficial interests therein), including (without
limitation) any such laws, regulations and regulatory guidance relating to determining
the appropriateness and/or suitability of an investment in the Notes (or any beneficial
interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer or any
Manager, the foregoing representations, warranties, agreements and undertakings wil be given by
and be binding upon both the agent and its underlying client.
Prospective investors acknowledge that they have not relied on the Managers or any person affiliated
with the Managers in connection with their investigation of the accuracy of such information or their
investment decision. In making an investment decision, prospective investors must rely on their own
examination of the Issuer and the terms of this offering, including the merits and risks involved.
The Issuer and the Managers reserve the right to withdraw this offering at any time before closing, to
reject any offer to purchase, in whole or in part, for any reason, or to sel less than the amount of
Notes offered by this Prospectus.
The Managers are not making any representation or warranty, express or implied, as to the accuracy
or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Managers, whether as to the past or the future.
The Managers assume no responsibility for the accuracy or completeness of such information.
Neither the Managers, nor the Issuer, nor any of their respective representatives, are making any
representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with al laws applicable in any
place in which they buy, offer or sell the Notes or possess or distribute this Prospectus, and they must
obtain all applicable consents and approvals. Neither the Managers nor the Issuer shall have any
responsibility for any of the foregoing legal requirements.
Notwithstanding anything herein to the contrary, investors may disclose to any and all persons,
without limitation of any kind, the U.S. federal or state income tax treatment and tax structure of this
offering and all materials of any kind (including opinions or other tax analyses) that are provided to the
investors relating to such tax treatment and tax structure. However, any information relating to the
U.S. federal income tax treatment or tax structure shall remain confidential (and the foregoing
sentence shal not apply) to the extent reasonably necessary to enable any person to comply with
applicable securities laws. For this purpose, "tax structure" means any facts relevant to the
U.S. federal or state income tax treatment of this offering but does not include information relating to
the identity of the issuer of the Notes, the issuer of any assets underlying the Notes, or any of their
respective affiliates that are offering the Notes.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of the
Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, the Issuer wil furnish upon the request of a holder of the Notes or of a beneficial
owner of an interest therein, or to a prospective purchaser of such Notes or beneficial interests
designated by a holder of the Notes or a beneficial owner of an interest therein to such holder,
beneficial owner or prospective purchaser, the information required to be delivered under
Rule 144A(d)(4) under the Securities Act and wil otherwise comply with the requirements of
Rule 144A(d)(4) under the Securities Act, if at the time of such request, the Issuer is not a reporting
v

company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO PROSPECTIVE INVESTORS
The Managers have not separately verified the information contained in this Prospectus. None of the
Managers makes any representation, express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus
nor any other financial statements are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Issuer or the Managers that any
recipient of this Prospectus or any other financial statements should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Managers undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Prospectus nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Managers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes it purchases occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Manager(s) named as the stabilizing manager(s) (if any)
(the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing Manager(s)) may
over-al ot Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager(s)) wil undertake
stabilization action. In connection with any series of Notes listed on a regulated market in the
European Union, any stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant series of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant series of Notes and 60 days after the date of the al otment of the relevant series of Notes.
Any stabilization action or over-al otment must be conducted by the relevant Stabilizing Manager(s)
(or persons acting on behalf of any Stabilizing Manager(s)) in accordance with all applicable laws and
rules.
This Prospectus has not been approved by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (as amended) ("FSMA"). Accordingly, this Prospectus is
only for distribution to and directed at: (i) in the United Kingdom, persons having professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth
entities falling within Article 49(2)(a) to (d) of the Order; (i ) persons who are outside the United
Kingdom; and (i i) any other person to whom it can otherwise be lawful y distributed (al such persons
together being referred to as "Relevant Persons"). The Notes are only available to, and any
invitation, offer, or agreement to subscribe, purchase or otherwise acquire such Notes wil be
vi

engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or
rely on this document or any of its contents.
The Prospectus may only be communicated in France to (i) persons providing investment services
relating to portfolio management for the account of third parties (personnnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier and applicable
regulations thereunder.
Investors should be informed that (A) no prospectus (including any amendment, supplement or
replacement thereto) has been prepared in connection with the offering of the Notes that has been
approved by the AMF or by the competent authority of another State that is a contracting party to the
Agreement on the European Economic Area and notified to the AMF and that (B) the direct or indirect
distribution to the public in France of any Notes acquired by those investors to whom offers and sales
of the Notes in France may be made as described above may be made only as provided by
Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L. 621-8-3 of the French Code monétaire et
financier and applicable regulations thereunder.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of
the European Economic Area (each, a "Relevant Member State") wil 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 Joint Lead Manager, Bookrunner or
Co-Manager 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 Joint Lead Manager, Bookrunner or Co-Manager have authorized, nor do
they authorize, the making of any offer of the Notes in circumstances in which an obligation arises for
the Issuer or any Joint Lead Manager, Bookrunner or Co-Manager to publish or supplement a
prospectus for such offer. As used herein, the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and includes any
relevant implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
The Notes are not being offered or sold and wil not be offered or sold in Hong Kong, by means of any
document, the Notes other than (a) to "professional investors" as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other
circumstances that do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or that do not constitute an offer to the public within the meaning
of that Ordinance; and no advertisement, invitation or document relating to the Notes has been or wil
be issued or has been or wil be in the possession of the Managers for the purposes of issue, whether
in Hong Kong or elsewhere, that is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" as defined in the Securities and Futures
Ordinance (Cap. 571) and any rules made under that Ordinance.
The Notes have not been and wil not be registered under the Financial Instruments and Exchange
Law of Japan (Act No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Law").
Accordingly, each of the Managers has represented and agreed that it has not, directly or indirectly,
offered or sold and wil not, directly or indirectly, offer or sell the Notes in Japan or to, or for the benefit
of, a resident of Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to, or for
the benefit of, a resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with the Financial Instruments and Exchange Law and
other relevant laws and regulations of Japan. As used in this paragraph, a "resident of Japan"
means any person resident in Japan.
vii

The Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the
People's Republic of China (the "PRC") (for such purposes, not including the Hong Kong and Macau
Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.
This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each Manager has represented and agreed that it has not offered or sold any Notes or
caused such Notes to be made the subject of an invitation for subscription or purchase and wil not
offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or
purchase, and has not circulated or distributed, nor wil it circulate or distribute, this Prospectus or any
other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore
(the "SFA"), (i ) to a relevant person pursuant to Section 275(1), or any person pursuant to Section
275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (i i) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person that is:
·
a corporation (that is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor; or
·
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and
interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Securities pursuant to an offer made under Section 275 of
the SFA except:
·
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or
to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of
the SFA;
·
where no consideration is or wil be given for the transfer;
·
where the transfer is by operation of law; or
·
as specified in Section 276(7) of the SFA.
vii

TABLE OF CONTENTS
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ............ vii
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES ................................................................ ix
FORWARD-LOOKING STATEMENTS ................................................................................................... x
CERTAIN TERMS USED IN THIS PROSPECTUS ...............................................................................xii
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ xiii
CROSS-REFERENCE TABLE..............................................................................................................xvi
PRESENTATION OF FINANCIAL INFORMATION ............................................................................ xxiii
EXCHANGE RATE AND CURRENCY INFORMATION ......................................................................xxv
OVERVIEW ............................................................................................................................................. 1
THE OFFERING ..................................................................................................................................... 3
SELECTED FINANCIAL INFORMATION ............................................................................................. 10
RISK FACTORS .................................................................................................................................... 12
CAPITALIZATION ................................................................................................................................. 32
USE OF PROCEEDS ............................................................................................................................ 33
CET1 CAPITAL RATIOS ....................................................................................................................... 34
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 36
TERMS AND CONDITIONS OF THE NOTES...................................................................................... 45
FORM OF NOTES, CLEARANCE AND SETTLEMENT ...................................................................... 68
TAXATION ............................................................................................................................................ 72
BENEFIT PLAN INVESTOR CONSIDERATIONS................................................................................ 77
PLAN OF DISTRIBUTION .................................................................................................................... 79
NOTICE TO U.S. INVESTORS ............................................................................................................. 84
LEGAL MATTERS ................................................................................................................................ 87
STATUTORY AUDITORS ..................................................................................................................... 88
GENERAL INFORMATION ................................................................................................................... 89

Document Outline

#12">LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES
#13">FORWARD-LOOKING STATEMENTS
#15">CERTAIN TERMS USED IN THIS PROSPECTUS
#16">DOCUMENTS INCORPORATED BY REFERENCE
#19">CROSS-REFERENCE TABLE
#26">PRESENTATION OF FINANCIAL INFORMATION
- #26">Consolidated Financial Statement Restatements
  - #26">2012 Restatements
  - #26">2013 Restatements
- #27">Non-GAAP Financial Measures„Certain Adjustments in Figures Presented in the 2014 Registration Document and its Updates
#28">EXCHANGE RATE AND CURRENCY INFORMATION
#30">OVERVIEW
#32">THE OFFERING
#39">SELECTED FINANCIAL INFORMATION
#41">RISK FACTORS
- #41">Risks Relating to the Issuer and its Operations
- #41">The Issuer is subject to several categories of risks inherent in banking activities.
  - #42">Recent economic and financial conditions in Europe have had and may continue to have an impact on the Crédit Agricole Group and the markets in which it operates.
  - #42">Legislative action and regulatory measures in response to the global financial crisis may materially impact the Crédit Agricole Group and the financial and economic environment in which it operates.
- #43">The Crédit Agricole Group recently became subject to the financial supervision of the European Central Bank.
- #43">The Crédit Agricole Group may not realize the targets in its Medium-Term Plans.
  - #44">The Issuer, along with its corporate and investment banking subsidiary, must maintain high credit ratings, or their business and profitability could be adversely affected.
  - #44">The Issuers risk management policies, procedures and methods may leave it exposed to unidentified or unanticipated risks, which could lead to material losses.
  - #44">The Issuer is exposed to the credit risk of other parties.
  - #45">Adverse market or economic conditions may cause a decrease in the Issuers consolidated revenues.
  - #45">Due to the scope of its activities, the Issuer may be vulnerable to specific political, macroeconomic and financial environments or circumstances.
  - #45">The Issuer faces intense competition.
  - #45">The Issuer may generate lower revenues from its savings management business during market downturns.
  - #46">The soundness and conduct of other financial institutions and market participants could adversely affect the Issuer.
  - #46">Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and possibly leading to material losses.
  - #46">Significant interest rate changes could adversely affect the Issuers consolidated revenues or profitability.
  - #46">A substantial increase in new asset-impairment charges or a shortfall in the level of previously recorded asset-impairment charges in respect of the Issuers loan and receivables portfolio could adversely affect its results of operations and financial...
  - #47">Adjustments to the carrying value of the Issuers securities and derivatives portfolios and the Issuers own debt could have an impact on its net income and shareholders equity.
  - #47">The Issuers hedging strategies may not prevent losses.
  - #47">The Issuers ability to attract and retain qualified employees is critical to the success of its business and failure to do so may materially affect its performance.
  - #47">Future events may be different from those reflected in the management assumptions and estimates used in the preparation of the Issuers financial statements, which may cause unexpected losses in the future.
  - #47">An interruption in or breach of the Issuers information systems may result in lost business and other losses.
  - #48">The international scope of the Crédit Agricole S.A. Groups operations exposes it to risks.
  - #48">The Issuer and the Crédit Agricole Group are subject to extensive supervisory and regulatory regimes, which may change.
- #49">Risks Relating to the Issuers Organizational Structure
  - #49">Although the Issuer depends upon the Regional Banks for a significant portion of its net income and has significant powers over the Regional Banks in its capacity as Central Body of the Crédit Agricole network, it does not have voting control over the...
  - #49">If the Guarantee Fund proves insufficient to restore the liquidity and solvency of any network member or affiliate that may encounter future financial difficulty, the Issuer may be required to contribute additional funds.
  - #49">The practical benefit of the guarantee granted by the Regional Banks may be limited by the implementation of French and European resolution regimes, which prioritize resolution before liquidation.
  - #50">The Regional Banks hold a majority interest in the Issuer and may have interests that are different from those of the Issuer.
- #50">Risks Relating to the Notes
  - #50">The Notes are complex instruments that may not be suitable for certain investors.
  - #50">The Notes are Deeply Subordinated Obligations.
  - #50">The Issuer is not prohibited from issuing further debt, which may rank pari passu with or senior to the Notes.
  - #50">The Issuer may cancel interest payments at its discretion for any reason, and will be required to cancel interest payments in certain cases.
  - #51">The principal amount of the Notes may be reduced to absorb losses.
  - #52">The Current Principal Amount of the Notes may also be subject to write-down or conversion to equity in certain circumstances under the European Bank Recovery and Resolution Directive, as transposed into French law. See "„The Notes may be subject to ...
  - #52">The U.S. federal income tax treatment of a write-down or write-up of the Notes is uncertain.
  - #52">The calculation of the CET1 Capital Ratios will be affected by a number of factors, many of which may be outside the Issuers control.
  - #53">The CET1 Capital Ratios of the Crédit Agricole S.A. Group and the Crédit Agricole Group may be affected by different factors.
  - #54">Many aspects of the manner in which CRD IV will be implemented remain uncertain.
  - #55">The Issuers interests may not be aligned with those of investors in the Notes.
  - #55">The Crédit Agricole S.A. Group may not realize objectives related to its capital structure.
  - #55">The Notes are undated securities with no specified maturity date.
  - #55">The Notes may be redeemed at the Issuers option or upon the occurrence of a Tax Event or Capital Event.
  - #56">The Notes do not provide for any events of default.
  - #56">The Notes may be subject to substitution and modification without Holder consent.
  - #56">The trading market for debt securities may be volatile and may be adversely impacted by many events.
  - #56">There will be no prior market for the Notes.
  - #57">The Notes may be subject to mandatory write-down or conversion to equity under European and French laws relating to bank recovery and resolution.
  - #58">The Notes are not expected to be investment grade securities and will be subject to the risks associated with non-investment grade securities.
  - #58">The terms of the Notes contain very limited covenants.
  - #59">Transactions on the Notes could be subject to a future European financial transaction tax.
  - #59">The EU Savings Directive is applicable to the Notes.
  - #60">The Issuer will not be required to redeem the Notes if it is prohibited by French law from paying additional amounts.
#61">CAPITALIZATION
#62">USE OF PROCEEDS
#63">CET1 CAPITAL RATIOS
#65">GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE
#74">TERMS AND CONDITIONS OF THE NOTES
#74">1. INTRODUCTION
- #74">1.1 Notes
- #74">1.2 Fiscal Agency Agreement
#74">2. INTERPRETATION
- #74">2.1 Definitions
  - #78">(a) contain terms which at such time comply with the then current requirements of the Relevant Regulator in relation to Additional Tier 1 Capital (which, for the avoidance of doubt, may result in such securities not including, or restricting for a per...
  - #78">(b) carry the same rate of interest, including for the avoidance of doubt any rate of interest reset provisions, from time to time applying to the Notes prior to the relevant substitution or variation pursuant to Condition 7.7 (Substitution and Modifi...
  - #78">(c) have the same Original Principal Amount and Current Principal Amount as the Notes prior to substitution or modification pursuant to Condition 7.7 (Substitution and Modification); and
  - #78">(d) rank pari passu with the Notes prior to the substitution or variation pursuant to Condition 7.7 (Substitution and Modification); and
  - #78">(e) shall not at such time be subject to a Special Event, and
  - #78">(f) have terms not otherwise materially less favorable to the Holders than the terms of the Notes, as reasonably determined by the Issuer, and provided that the Issuer shall have delivered an officers certificate to that effect to the Fiscal Agent (a...
  - #79">(g) if (i) the Notes were listed or admitted to trading on a Regulated Market immediately prior to the relevant substitution or variation, are listed or admitted to trading on a Regulated Market or (ii) if the Notes were listed or admitted to trading ...
  - #79">(a) for Interest Periods ending prior to the First Call Date, the Initial Rate of Interest;
  - #79">(b) for the Interest Period in which the First Call Date falls, (i) the Initial Rate of Interest from (and including) the first day of such Interest Period to (but excluding) the First Call Date; and (ii) the Reset Rate of Interest that takes effect o...
  - #79">(c) for each subsequent Interest Period:
    - #79">(i) if such Interest Period does not include a Reset Date, the Reset Rate of Interest in respect of the Reset Interest Period in which such Interest Period falls; and
    - #79">(ii) if such Interest Period includes a Reset Date, (i) the Reset Rate of Interest in effect on the first day of such Interest Period, for the period from (and including) such first day to (but excluding) the Reset Date; and (ii) the new Reset Rate of...
  - #80">(a) whose affairs and policies the First Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the Second Person or otherwise; or
  - #80">(b) whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the First Person;
- #81">2.2 Interpretation
  - #81">(a) any reference to principal shall be deemed to include the Current Principal Amount and any other amount in the nature of principal payable pursuant to these Conditions;
  - #81">(b) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 9 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
  - #81">(c) references to Notes being outstandingŽ shall be construed in accordance with the Fiscal Agency Agreement; and
  - #81">(d) any reference to a numbered ConditionŽ shall be to the relevant Condition in these Conditions.
#81">3. FORM, DENOMINATION AND TITLE
- #81">3.1 Form of Notes and Denomination
- #82">3.2 Title
#82">4. STATUS OF THE NOTES
#82">5. INTEREST AND INTEREST CANCELATION
- #82">5.1 Rate of Interest
- #83">5.2 Accrual of Interest
  - #83">(a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Holder; and
  - #83">(b) the day that is seven days after the Fiscal Agent has notified the Holders in accordance with Condition 14 (Notices) that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequen...
- #83">5.3 Interest to (but excluding) the First Call Date
- #83">5.4 Interest From (and including) the First Call Date
  - #83">(a) if such Interest Period does not include a Reset Date, the Reset Rate of Interest in respect of the Reset Interest Period in which such Interest Period falls; or
  - #83">(b) if such Interest Period includes a Reset Date, (i) the Reset Rate of Interest in effect on the first day of such Interest Period, for the period from (and including) such first day to (but excluding) the Reset Date; and (ii) the new Reset Rate of ...
- #83">5.5 Determination of Reset Rate of Interest in Relation to a Reset Interest Period
- #83">5.6 Publication of Reset Rate of Interest
- #83">5.7 Calculation of Interest Amount
  - #84">(a) applying the applicable Rate of Interest to the Current Principal Amount of such Note;
  - #84">(b) multiplying the product thereof by the Day Count Fraction; and
  - #84">(c) rounding the resulting figure to the nearest cent (half a cent being rounded upwards).
- #84">5.8 Calculation of Interest Amount in Case of Write-Down
- #84">5.9 Calculation of Interest Amount in Case of Reinstatement
  - #84">(a) the product of the applicable Rate of Interest, the Current Principal Amount before such Reinstatement, and the Day Count Fraction (determined as if the Interest Period ended on, but excluded, the date of such Reinstatement); and
  - #84">(b) the product of the applicable Rate of Interest, the Current Principal Amount after such Reinstatement, and the Day Count Fraction (determined as if the Interest Period started on, and included, the date of such Reinstatement).
- #84">5.10 Notifications, etc.
- #84">5.11 Cancelation of Interest Amounts
  - #84">(a) when aggregated together with distributions on all other Tier 1 Capital instruments scheduled for payment in the then current financial year, the amount of Distributable Items (if any) then applicable to the Issuer to be exceeded; or
  - #84">(b) when aggregated together with any other distributions of the kind referred to in Article 141(2) of the CRD IV Directive that are subject to the same limit, the Relevant Maximum Distributable Amount to be exceeded.
#85">6. LOSS ABSORPTION AND RETURN TO FINANCIAL HEALTH
- #85">6.1 Loss Absorption
  - #85">(a) the amount (together with the Write-Down of the other Notes and the write-down of any other Loss Absorbing Instruments) that would be sufficient to cure the Capital Ratio Event; or
  - #85">(b) if that Write-Down (together with the Write-Down of the other Notes and the write down of any other Loss Absorbing Instruments) would be insufficient to cure the Capital Ratio Event, or the Capital Ratio Event is not capable of being cured, the am...
  - #85">(a) in the case of a Capital Ratio Event that has occurred as of any Quarterly Financial Period End Date, on or within five Business Days in Paris after the relevant COREP Reporting Date; or
  - #86">(b) in the case of a Capital Ratio Event that has occurred as of any Additional Calculation Date, on or as soon as practicable after such Additional Calculation Date.
- #86">6.2 Consequences of a Loss Absorption Event
  - #86">(a) a similar notice is, or has been, given in respect of other Loss Absorbing Instruments (in accordance with their terms); and
  - #86">(b) the Current Principal Amount of each series of Loss Absorbing Instruments outstanding (if any) is written down on a pro rata basis with the Current Principal Amount of the Notes as soon as reasonably practicable following the giving of such Loss A...
- #86">6.3 Return to Financial Health
  - #86">(a) the aggregate amount of the relevant Reinstatement on all the Notes; and
  - #86">(b) the aggregate amount of any Interest Amounts (or portion of an Interest Amount) on the Notes that were calculated or paid on the basis of a Current Principal Amount lower than the Original Principal Amount at any time after the end of the previous...
#87">7. REDEMPTION AND PURCHASE
- #87">7.1 No Fixed Redemption
- #87">7.2 General Redemption Option
- #87">7.3 Redemption Upon the Occurrence of a Capital Event
- #87">7.4 Redemption Upon the Occurrence of a Tax Event
  - #87">(a) If by reason of any change in the laws or regulations of the Republic of France, or any political subdivision therein or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws...
  - #88">(b) If by reason of a change in the laws or regulations of the Republic of France, or any political subdivision therein or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws o...
- #88">7.5 Purchase
- #88">7.6 Cancelation
- #88">7.7 Substitution and Modification
- #89">7.8 Conditions to Redemption, Purchase, Substitution and Modification
  - #89">(a) except in the case of redemption, substitution or modification upon the occurrence of a Capital Event (Condition 7.3), a Tax Event (Condition 7.4), or an Alignment Event (Condition 7.7), such redemption, purchase, cancelation, substitution, varian...
  - #89">(b) subject to the Relevant Regulator having given its prior written approval to such redemption, purchase, cancelation, substitution, variation or modification (as applicable); in this respect, the CRD IV Regulation provides that the Relevant Regula...
    - #89">(i) on or before such redemption or repurchase of the Notes, the Issuer replaces the Notes with instruments qualifying as Tier 1 Capital of an equal or higher quality on terms that are sustainable for the Issuers income capacity; or
    - #89">(ii) the Issuer has demonstrated to the satisfaction of the Relevant Regulator that the Tier 1 Capital and the Tier 2 Capital of the Issuer would, following such redemption or repurchase, exceed the capital ratios required under CRD IV by a margin tha...
  - #89">(c) if, in the case of a redemption as a result of a Special Event, the Issuer has delivered an officers certificate to the Fiscal Agent (and copies thereof will be available at the Fiscal Agents Specified Office during its normal business hours) no...
#89">8. PAYMENTS
- #89">8.1 Principal
- #90">8.2 Interest
- #90">8.3 Record Dates
- #90">8.4 Payments Subject to Fiscal Laws
- #90">8.5 Payments on Business Days
#91">9. TAXATION
- #91">9.1 Gross Up
  - #91">(a) to, or to a third party on behalf of, a Holder that is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of it having some connection with the Republic of France other than:
    - #91">(i) the mere holding of the Note; or
    - #91">(ii) the receipt of principal, interest or any other amount in respect of such Note; or
  - #91">(b) presented for payment (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on or before the...
  - #91">(c) where such withholding or deduction is required to be made pursuant to the European Council Directive 2003/48/EC as amended, supplemented or replaced, or any law implementing or complying with or introduced in order to conform to such Directive; or
  - #91">(d) presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State; or
  - #91">(e) where such withholding or deduction is imposed on any payment by reason of FATCA; or
  - #91">(f) where such withholding or deduction would not have been so imposed but for the failure to comply, following a timely request by the Issuer, with any applicable certification, identification, documentation, information or other reporting requiremen...
- #91">9.2 Supply of Information
#92">10. PRESCRIPTION
#92">11. REPLACEMENT OF NOTES
#92">12. MEETINGS OF HOLDERS; MODIFICATION; SUPPLEMENTAL AGREEMENTS
- #92">12.1 Modification and Amendment
  - #92">(a) change the stated maturity of principal of or any installment of principal of or interest, if any, on, any such Note;
  - #92">(b) reduce the principal amount of, or any interest on, any such Note or any premium payable upon the redemption thereof with respect thereto;
  - #92">(c) change the currency of payment of principal of, premium, if any, or interest, if any, on any such Note;
  - #92">(d) impair the right to institute suit for the enforcement of any such payment on any such Note;
  - #93">(e) reduce the above stated percentage of holders of Notes necessary to modify or amend the Notes; or
  - #93">(f) modify any of the provisions of this Clause 12, except to increase any such percentage in aggregate principal amount required for any actions by Noteholders or to provide that certain other provisions of the Notes cannot be modified or waived with...
  - #93">(a) add to the Issuers covenants for the benefit of the Noteholders;
  - #93">(b) surrender any right or power of the Issuer in respect of the Notes or the Fiscal Agency Agreement;
  - #93">(c) provide security or collateral for the Notes;
  - #93">(d) cure any ambiguity in any provision, or correct any defective provision, of the Notes;
  - #93">(e) change the terms and conditions of the Notes or the Fiscal Agency Agreement in any manner that the Issuer deems necessary or desirable so long as any such change does not, and will not, adversely affect the rights or interest of any affected Noteh...
- #93">12.2 Meetings of Holders
- #93">12.3 Supplemental Agreements
- #94">12.4 Maintenance of Paying Agent
#94">13. FURTHER ISSUES
#94">14. NOTICES
#94">15. GOVERNING LAW AND JURISDICTION
- #94">15.1 Governing Law
- #94">15.2 Submission to Jurisdiction and Consent to Service of Process in New York
#94">16. Statutory write-down or conversion
- #94">16.1 Acknowledgment
- #95">For these purposes, the Amounts DueŽ are the Current Principal Amount of the Notes, and any accrued and unpaid interest on the Notes that has not been previously cancelled or otherwise is no longer due.
- #95">16.2 Bail-in Power
- #95">16.3 Payment of Interest and Other Outstanding Amounts Due
- #95">16.4 No Event of Default
- #96">16.5 Notice to Noteholders
- #96">16.6 Duties of the Fiscal Agent
- #96">16.7 Proration
- #96">16.8 Conditions Exhaustive
#97">FORM OF NOTES, CLEARANCE AND SETTLEMENT
- #97">General
- #97">Depositary Procedures
- #99">Exchange of Book-Entry Notes for Certificated Notes
- #100">Exchanges Between a Regulation S Global Note and Rule 144A Global Note
#101">TAXATION
- #101">EU Savings Directive
- #101">French Taxation Considerations Relating to the Notes
  - #102">(a) offered by means of a public offer within the meaning of Article L. 411-1 of the French Code monétaire et financier or pursuant to an equivalent offer in a State other than a Non-Cooperative State. For this purpose, an equivalent offerŽ means an...
  - #102">(b) admitted to trading on a regulated market or on a French or foreign multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, and the operation of such market is carried out by a market o...
  - #102">(c) admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L.561-2 of the French Code monétaire et financier, or of one or mo...
  - #102">Taxation on Sale or Other Disposition
- #103">U.S. Federal Income Tax Considerations Relating to the Notes
  - #103">U.S. Holders
    - #103">Tax Treatment of Payments on the Notes
    - #104">Sale, Exchange or Redemption of the Notes
    - #104">Substitution and Modification of the Notes
    - #104">PFIC Rules
    - #104">Backup Withholding and Information Reporting
  - #104">Non-U.S. Holders
- #104">Possible FATCA Consequences Relating to the Notes
#106">BENEFIT PLAN INVESTOR CONSIDERATIONS
- #107">(a) the purchaser or holder is neither a Plan nor a governmental, church or non-U.S. plan (each, a Non-ERISA ArrangementŽ) that is not subject to Section 406 of ERISA or Section 4975 of the Code but may be subject to other laws that are substantially...
- #107">(b) the purchase, holding and subsequent disposition of such Notes shall not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any provision of Similar Law.
#108">PLAN OF DISTRIBUTION
- #108">Notes Are Not Being Registered in the U.S.
  - #108">(a) except as permitted by the Purchase Agreement, it will not offer, sell or deliver the Notes (x) as part of their distribution at any time or (y) otherwise until after the end of the Distribution Compliance Period, within the United States or to, o...
  - #108">(b) it will send to each dealer to which it sells the Notes during the Distribution Compliance Period a confirmation or other notice setting out the restrictions on offers and sales of the Notes within the United States or to, or for the account or be...
- #109">Notice to Prospective Investors in the European Economic Area
  - #109">(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
  - #109">(b) to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by...
  - #109">(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
- #109">Notice to Prospective Investors in France
- #110">Notice to Prospective Investors in the United Kingdom
- #110">Notice to Prospective Investors in Hong Kong
- #110">Notice to Prospective Investors in Japan
- #110">Notice to Prospective Investors in the PRC
- #110">Notice to Prospective Investors in Singapore
- #111">Price, Stabilization, Short Positions and Penalty Bids
- #112">Relationships
- #112">Settlement
#113">NOTICE TO U.S. INVESTORS
#116">LEGAL MATTERS
#117">STATUTORY AUDITORS
#118">GENERAL INFORMATION