Obligation Crédit Agricole SA 7.375% ( XS0405953257 ) en GBP

Crédit Agricole SA

100 % ⇌

France

XS0405953257 ( en GBP )

7.375% par an ( paiement annuel )

18/12/2023 - Obligation échue

Prospectus brochure de l'obligation Crédit Agricole XS0405953257 en GBP 7.375%, échue

50 000 GBP

450 000 000 GBP

Crédit Agricole est un groupe bancaire coopératif français, présent à l'international, structuré autour de caisses régionales et proposant une large gamme de services financiers.

L'Obligation émise par Crédit Agricole SA ( France ) , en GBP, avec le code ISIN XS0405953257, paye un coupon de 7.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/12/2023

Final Terms dated 19 January 2009

Crédit Agricole S.A.
Euro 75,000,000,000,000
Euro Medium Term Note Programme
Series No: 283
Tranche No: 2
Issue of GBP200,000,000 Dated Subordinated Fixed Rate Notes due 2023 (the "Notes")
to be consolidated and form a single series with the
GBP250,000,000 Dated Subordinated Fixed Rate Notes due 2023 issued on 18 December 2008
as Tranche 1 (the "Original Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")
Joint-Lead Managers
BARCLAYS CAPITAL
CALYON CREDIT AGRICOLE CIB

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 Base Prospectus dated 13 June 2008 and the supplements to the Base Prospectus
dated
11 July 2008,
2 September 2008,
16 September 2008,
6 October 2008
and
19 November 2008 which together constitute a base prospectus for the purposes of the
Prospectus Directive (Directive 2003/71/EC) (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 such Base Prospectus as so
supplemented. 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 Base Prospectus as supplemented. The
Base Prospectus and the supplements to the Base Prospectus are available for viewing on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
1 Issuer:
Crédit Agricole S.A.
2

(i) Series
Number:
283
(ii) Tranche
Number:
2
The Notes will be consolidated, form a single
series and shall be fungible and
interchangeable for trading purposes with the
Original Notes, upon certification as to non-US
beneficial ownership expected to occur on or
around 2 March 2009 (the "Exchange Date").

3
Specified Currency or Currencies:
Sterling ("GBP")
4 Aggregate
Nominal
Amount:

(i) Series:
GBP450,000,000
(ii) Tranche:
GBP200,000,000
5 Issue
Price:
104.307 per cent. of the Aggregate Nominal
Amount of this Tranche 2 plus 0.686986 per
cent. of such Aggregate Nominal Amount
corresponding to accrued interest from, and
including, the Interest Commencement Date to,
but excluding, the Issue Date of this Tranche 2
(34
days) and representing an amount of
GBP1,373,972.60
6 Specified
Denomination:
GBP50,000
7 (i) Issue
Date:
21 January 2009
(ii)
Interest Commencement Date:
18 December 2008
8 Maturity
Date:
18 December 2023
9 Interest
Basis:
7.375 per cent. Fixed Rate
(further particulars specified in paragraph 15
below)
10 Redemption/Payment
Basis:
Redemption at par
11 Change of Interest or

Redemption/Payment Basis:
Not Applicable
12 Put/Call
Options:
Not Applicable
13

(i)
Status of the Notes:
Dated Subordinated Notes. The Notes
constitute obligations under French Law.

As provided by Condition 3(b), the Notes, which
constitute obligations under French law, and the
Coupons relating thereto, constitute direct,
unsecured subordinated obligations of the
Issuer and rank pari passu and without any
preference among themselves and rateably with
all other present or future unsecured
subordinated obligations of the Issuer with the
exception of the prêts participatifs granted to the
Issuer, the titres participatifs issued by the
Issuer, and any other subordinated obligations
of the Issuer ranking junior to such prêts
participatifs and titres participatifs (including
titres subordonnés de dernier rang).
If any judgment is rendered by any competent
court declaring the judicial liquidation

2

(liquidation judiciaire) of the Issuer or if the
Issuer is liquidated for any other reason, the
payment obligation of the Issuer under the
Notes and the Coupons relating thereto, shall
be subordinated to the payment in full of the
unsubordinated creditors of the Issuer and,
subject to such payment in full, the holders of
the Notes will be paid in priority to any prêts
participatifs granted to the Issuer, any titres
participatifs issued by the Issuer and any other
subordinated obligations of the Issuer ranking
junior to such prêts participatifs and titres
participatifs (including titres subordonnés de
dernier rang). In the event of incomplete
payment of unsubordinated creditors on the
liquidation judiciaire of the Issuer, the
obligations of the Issuer in connection with the
Notes and the Coupons relating thereto, will be
terminated by operation of the law.

It is the intention of the Issuer that the Notes
shall, for supervisory purposes, be treated as
supplementary capital (fonds propres
complémentaires) within the meaning of Article
4(d) of the Comité de la Réglementation
Bancaire et Financière Regulation N° 90-02 of
23 February 1990 as amended ("Lower Tier 2
Capital") but that the obligations of the Issuer
and the rights of the Noteholders under the
Notes or the Coupons shall not be affected if the
Notes no longer qualify as supplementary
capital.
(ii)
Dates of the corporate
Resolution of the Board of Directors of the
authorisations for issuance of the
Issuer dated 14
May
2008 and décision
Notes:
d'émission dated 19 January 2009.
14 Method of distribution:
Syndicated
Provisions Relating to Interest (if any) Payable
15 Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
7.375 per cent. per annum payable annually in
arrear
(ii)
Specified Interest Payment Date(s):
18 December in each year commencing on
18 December 2009, not adjusted
(iii)
Fixed Coupon Amount:
GBP3,687.50 per Specified Denomination
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
Actual/Actual-ICMA

3

(vi)
Determination Dates:
18 December in each year
(vii) Other terms relating to the method

of calculating interest for Fixed Rate
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 Note Provisions
Not Applicable
Provisions Relating to Redemption

20 Redemption at the Option of the Issuer

(Call Option)
Not Applicable
21 Redemption at the Option of

Noteholders (Put Option)
Not Applicable
22 Final Redemption Amount of each Note
GBP50,000 per Note of GBP50,000 Specified
Denomination
23 Early Redemption Amount

(i) Early Redemption Amount(s) of
each Note payable on redemption
for taxation reasons (Condition 6(b))
or on event of default (Condition 10)
or other early redemption and/or the
method of calculating the same (if
required or if different from that set GBP50,000 per Note of GBP50,000 Specified
out in the Conditions):
Denomination
(ii)
Redemption for taxation reasons

permitted on days other than

Specified Interest Payment Dates

(Condition 6(b))
Yes
(iii)
Unmatured Coupons to become

void upon early redemption
No
General Provisions Applicable to the Notes

24 Form of Notes:
Bearer Notes:
25 Temporary or permanent Global
Temporary Global Note exchangeable for a
Certificate:
Permanent Global Note which is exchangeable
for Definitive Notes in the limited circumstances
specified in the Permanent Global Note
26 Global
Note:
New Global Note
27 Financial Centre(s) or other special

provisions relating to Payment Dates:
TARGET and London
28 Talons for future Coupons or Receipts to

4

be attached to Definitive Notes (and dates

on which such Talons mature):
Not Applicable
29 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
(if any) of failure to pay, including any right

of the Issuer to forfeit the Notes and

interest due on late payment:
Not Applicable
30 Details relating to Instalment Notes:

amount of each instalment, date on which

each payment is to be made:
Not Applicable
31 Redenomination, renominalisation and

reconventioning provisions:
Not Applicable
32 Consolidation
provisions:
Not Applicable
33 Applicable tax regime:
Condition 8(a) applies and the Notes are issued
(or deemed issued) outside of France.
34 Other final terms:
For the avoidance of doubt, attention is drawn to
the provisions of Condition
6(g) of the
Conditions which provide that the Issuer shall
require the prior approval of the Secréteriat
Général of the Commission Bancaire before
purchasing Notes in accordance with such
Condition if such purchase relates (individually
or when aggregated with any previous
purchases) to 10 per cent. or more of the
principal amount of the Notes originally issued.
Distribution

35

(i)
If syndicated, names of Managers Joint Lead Managers:
(specifying Lead Manager):
Barclays Bank PLC
CALYON

(ii)
Date of the Subscription Agreement
(if any):
19 January 2009
(iii)
Stabilising Manager(s) (if any):
Not Applicable
36 If non-syndicated, name of Dealer:
Not Applicable
37 Total commission and concession:
0.35 per cent. of the Aggregate Nominal Amount
of this Tranche
38 U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
39 Non-Exempt
Offer:
Not Applicable
40 Additional selling restrictions:
Not Applicable

5

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 Euro 75,000,000,000 Euro Medium Term Note
Programme of the Issuer.
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer
Duly represented by: Olivier Nicolas

6

Part B -- Other Information
1 Listing and Admission to Trading
(i) Listing:
Official list of the Luxembourg Stock
Exchange
(ii) Admission
to
trading:
Application has been made for the Notes to
be admitted to trading on the regulated
market of the Luxembourg Stock Exchange
with effect from the Issue Date.
The Original Notes are already admitted to
trading on the regulated market of the
Luxembourg Stock Exchange.
(iii) Estimate of total expenses related to

admission to trading:
EUR13,825
2 Ratings

The Notes to be issued have been rated:
S & P: A+
Moody's: Aa2
Fitch:
A+
3 Notification
Not Applicable
4 Interests of Natural and Legal Persons Involved in the Issue
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest
material to the offer.
5 Reasons for the Offer, Estimated Net Proceeds and Total Expenses
(i)
Reasons for the offer
See "Use of Proceeds" wording in the Base
Prospectus and to count as Lower Tier 2
Capital for regulatory purposes (further
particulars in paragraph 13 of Part A above)
(ii)
Estimated net proceeds:
Not Applicable
(iii)
Estimated total expenses: Not
Applicable
6 Yield
Indication of yield:
6.901 per cent. per annum
The yield is calculated at the Issue Date on
the basis of the Issue Price. It is not an
indication of future yield.

7

7 Operational
Information
Intended to be held in a manner which would Yes.
allow Eurosystem eligibility:
Note that the designation "yes" simply means
that the Notes are intended upon issue to be
deposited with one of the ICSDs as common
safekeeper and does not necessarily mean
that the Notes will be recognised as eligible
collateral for Eurosystem monetary policy and
intra-day credit operations by the Eurosystem
either upon issue or at any or all times during
their life. Such recognition will depend upon
satisfaction of the Eurosystem eligibility
criteria.
ISIN Code:
XS0409288981 until the Exchange Date;
XS0405953257 thereafter
Common Code:
40928898 until the Exchange Date;
40595325 thereafter
Any clearing system(s) other than Euroclear

Bank S.A./N.V. and Clearstream Banking

Société Anonyme and the relevant

identification number(s):
Not Applicable
Delivery:
Delivery against payment
Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):

8