Bond Crédit Agricole SA 9.75% ( FR0010772244 ) in USD

Issuer Crédit Agricole SA
Market price 100 %  ▲ 
Country  France
ISIN code  FR0010772244 ( in USD )
Interest rate 9.75% per year ( payment 2 times a year)
Maturity Obligation remboursée le 26/12/2014 - Bond has expired



Prospectus brochure of the bond Crédit Agricole FR0010772244 in USD 9.75%, expired


Minimal amount 2 000 USD
Total amount 1 350 000 000 USD
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Ba2 ( Non-investment grade speculative )
Detailed description Crédit Agricole is a French multinational cooperative banking group with a global presence, offering a wide range of financial services including retail banking, investment banking, and asset management.

The Bond issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code FR0010772244, pays a coupon of 9.75% per year.
The coupons are paid 2 times per year and the Bond maturity is Obligation remboursée le 26/12/2014

The Bond issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code FR0010772244, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code FR0010772244, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.








Crédit Agricole S.A.
Issue of US$ 500,000,000 9.750 per cent Undated Deeply Subordinated Notes to be
consolidated and form a single series with the US$ 850,000,000 9.750 per cent Undated Deeply
Subordinated Notes issued on 26 June 2009
http://www.oblible.com
Issue price: 102 per cent plus an amount corresponding to accrued interest from, and including,
26 June 2009 to, but excluding, the Issue Date

The US$ 500,000,000 9.750 per cent Undated Deeply Subordinated Notes (the "New Notes") of Crédit
Agricole S.A. (the "Issuer") will be issued outside the Republic of France on 22 September 2009 (the "Issue
Date") and will bear interest at a fixed rate of 9.750 per cent per annum (the "Fixed Interest Rate") from and
including 26 June 2009, payable semi-annually in arrear on 26 June and 26 December of each year (each, an
"Interest Payment Date"), commencing on 26 December 2009. From and after 2 November 2009, the New
Notes will be consolidated and form a single series with the existing US$ 850,000,000 9.750 per cent Undated
Deeply Subordinated Notes of the Issuer issued on 26 June 2009 (the "Original Notes" and, together with the
New Notes, the "Notes").

Payment of interest on the Notes will be compulsory if the Issuer pays dividends on its ordinary shares
and in certain other circumstances described herein. Otherwise, the Issuer may elect, and in certain
circumstances shall be required, not to pay interest falling due on the Notes. Any interest not paid shall be
forfeited and no longer be due and payable by the Issuer. Interest accrued may also be reduced and forfeited if
the Issuer's consolidated regulatory capital falls below required levels and in certain other circumstances. (See
"Terms and Conditions of the Notes ­ Interest and Interest Suspension")

The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject
to the prior approval of the Secrétariat général de la Commission bancaire ("SGCB"), be redeemed at par (in
whole but not in part) on the Interest Payment Date falling on 26 December 2014 and on any Interest Payment
Date thereafter. In addition, the Notes may, in case of certain tax or regulatory events, be redeemed at par at any
time (in whole but not in part), subject to the prior approval of the SGCB. The principal amount of each Note
may be written down to a minimum amount of one cent of one dollar if the Issuer's consolidated regulatory
capital falls below required levels, subject to reinstatement in certain cases described herein. The Notes are
subordinated to substantially all of the Issuer's other obligations, including in respect of ordinarily subordinated
debt instruments. (See "Terms and Conditions of the Notes ­ Status of the Notes and Subordination")

The Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") is the competent
authority in Luxembourg for the purpose of Directive n°2003/71/EC (the "Prospectus Directive") and the
Luxembourg law on prospectuses for securities of 10 July 2005, for the purpose of approving this Prospectus.
Application has been made for the New Notes to be listed on the Official List of the Luxembourg Stock
Exchange (the "Luxembourg Stock Exchange") and to be traded on the regulated market of the Luxembourg
Stock Exchange, which is an EU regulated market within the meaning of Directive 2004/39/EC (the "EU
regulated market of the Luxembourg Stock Exchange"). The Original Notes are listed on the Official List
of the Luxembourg Stock Exchange and admitted to trading on the EU regulated market of the Luxembourg
Stock Exchange.

The New Notes will be offered to (i) institutional investors by means of private placements in various
jurisdictions in accordance with applicable regulations and (ii) the public in Luxembourg for a limited period, as
described herein. (See "Terms and Conditions of the Offer")

The New Notes have been assigned a rating of "A-" by Standard & Poor's Ratings Services, a division of
the McGraw-Hill Companies, Inc., "Aa3" by Moody's Investor Service, Inc. and "A+" by Fitch Ratings. A
credit 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 relevant rating organisation.

See "Risk Factors" below for certain information relevant to an investment in the New Notes.







The New Notes have been accepted for clearance through Euroclear France S.A. ("Euroclear France"),
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V.,
("Euroclear"). The New Notes will, on the Issue Date, be entered (inscrites en compte) in the books of
Euroclear France which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions
of the Notes - Form, Denomination and Title" below).

The New Notes will be issued in dematerialised bearer form in the denomination of US$ 2,000 each. The
Notes will, at all times, be represented in book entry form (dématérialisé) in the books of the Account Holders
in compliance with Article L.211-3 and Article L.211-4 of the French Code monétaire et financier. No physical
document of title will be issued in respect of the Notes.

THE NEW NOTES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED
STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SEE "SUBSCRIPTION
AND SALE".
JOINT BOOKRUNNERS AND MANAGERS

CALYON Crédit Agricole
HSBC
J.P. Morgan
CIB
Prospectus dated 18 September 2009








RESPONSIBILITY STATEMENT

The Issuer (whose registered office appears on page 48 of this document) accepts responsibility for the
information contained (or incorporated by reference) in this Prospectus. The Issuer, having taken all reasonable care
to ensure that such is the case, confirms that the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import.


i






This Prospectus has been prepared for the purpose of giving information with regard to the Issuer and the
New Notes and the listing of the New Notes on the Official List of the Luxembourg Stock Exchange. No person has
been authorised to give any information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not be relied upon as having been
authorised by the Issuer or the Managers (as defined in "Subscription and Sale" herein). This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it
relates. Neither the delivery of this Prospectus nor any sale hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the Issuer since the date hereof or that the information
contained herein is correct as of any time subsequent to its date.

INVESTORS SHOULD SATISFY THEMSELVES THAT THEY UNDERSTAND ALL THE RISKS
ASSOCIATED WITH MAKING INVESTMENTS IN THE NEW NOTES. PROSPECTIVE INVESTORS
THAT HAVE ANY DOUBT WHATSOEVER AS TO THE RISKS INVOLVED IN INVESTING IN THE
NEW NOTES SHOULD CONSULT THEIR PROFESSIONAL ADVISORS.
This Prospectus has been prepared by the Issuer for use by the Managers in making offers and sales of the
New Notes outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities Act.

Each purchaser of the New Notes will be deemed to have represented and agreed that it understands that the
New Notes have not been registered under the Securities Act, and the New Notes may not be offered or sold in the
United States or to, or for the account or benefit of, any U.S. Person, except in accordance with Regulation S under
the Securities Act.

EACH PURCHASER OF THE NEW NOTES MUST COMPLY WITH ALL APPLICABLE LAWS
AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS THE NEW NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST
OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE,
OFFER OR SALE BY IT OF THE NEW NOTES UNDER THE LAWS AND REGULATIONS IN FORCE
IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES,
OFFERS OR SALES, AND NEITHER THE ISSUER NOR THE MANAGERS SHALL HAVE ANY
RESPONSIBILITY THEREFOR.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Managers or
any affiliate of any of them, to subscribe for or purchase, any New Notes in any jurisdiction by any person to whom
it is unlawful to make such an offer or invitation in such jurisdiction. This Prospectus may only be used for the
purposes for which it has been published.

The distribution of this Prospectus and the offering, sale and delivery of the New Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Managers to inform themselves about, and to observe, any such restrictions. For a description of certain restrictions
on offers, sales and deliveries of the New Notes and on distribution of this Prospectus and other offering material
relating to the New Notes, see "Subscription and Sale".

References herein to "EUR", "euro" and "" are to the single currency introduced at the start of the third stage
of the European Economic and Monetary Union of 1 January 1999. References to "US$" and "dollar" are to the
lawful currency of the United States.

In connection with the issue of the New Notes, J.P. Morgan Securities Ltd. (the "Stabilising Manager") (or
persons acting on behalf of the Stabilising Manager) may over-allot New 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 Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of
the final terms of the offer of the New Notes is made and, if begun, may be ended at any time, but must end no later
than the earlier of 30 days after the issue date of the New Notes and 60 days after the date of the allotment of the
New Notes. Any stabilisation action or over-allotment shall be conducted in accordance with applicable laws and
rules.

ii







TABLE OF CONTENTS
Page
RESPONSIBILITY STATEMENT ..........................................................................................................................i
SUMMARY................................................................................................................................................................1
RISK FACTORS .......................................................................................................................................................9
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................17
RECENT DEVELOPMENTS ................................................................................................................................23
TERMS AND CONDITIONS OF THE OFFER ..................................................................................................24
TERMS AND CONDITIONS OF THE NOTES ..................................................................................................26
USE OF PROCEEDS ..............................................................................................................................................40
TAXATION .............................................................................................................................................................41
SUBSCRIPTION AND SALE ................................................................................................................................43
GENERAL INFORMATION.................................................................................................................................47

iii






SUMMARY
This summary must be read as an introduction to this Prospectus. Any decision by any investor to invest
in any New Notes should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive
in each EEA Member State, no civil liability will attach to the Issuer in any such Member State solely on the
basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Prospectus. Where a claim relating to information contained in
this Prospectus is brought before a court in an EEA Member State, the plaintiff may, under the national
legislation of the EEA Member State where the claim is brought, be required to bear the costs of translating this
Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same
meanings in this summary.
The Issuer
The Issuer is the lead bank of the Crédit Agricole Group, which is France's largest banking group, and
one of the largest in the world based on shareholders' equity. As at 30 June 2009, Crédit Agricole S.A. had
total consolidated assets of 1,605.4 billion, 43.7 billion in shareholders' equity (excluding minority interests),
408.7 billion in customer deposits (excluding repurchase agreements and insurance accounts) and 775.5
billion in assets under management.

Crédit Agricole S.A., formerly known as the Caisse Nationale de Crédit Agricole ("CNCA"), was
created by public decree in 1920 to distribute advances to, and monitor, a group of regional mutual banks
known as the Caisses Régionales (the "Regional Banks") on behalf of the French State. In 1988, the French
State privatized CNCA in a mutualization process, transferring most of its interest in CNCA to the Regional
Banks. In 2001, Crédit Agricole S.A. was listed on Euronext Paris. At the time of the listing, Crédit Agricole
S.A. acquired 25 per cent interests in all Regional Banks except the Caisse Régionale of Corsica (Crédit
Agricole S.A. acquired 100 per cent of the Caisse Régionale of Corsica in 2008). As of 30 June 2009, there
were 39 Regional Banks including the Caisse Régionale of Corsica (wholly-owned by Crédit Agricole S.A.) 38
of which are 25 per cent-owned by Crédit Agricole S.A.

Crédit Agricole S.A. acts as the central bank of the "Crédit Agricole Group" (which comprises Crédit
Agricole S.A., the Regional Banks, the Local Credit Cooperatives (Caisses Locales) and their consolidated
subsidiaries), coordinates its sales and marketing strategy, ensures the liquidity and solvency of each of the
entities in the Crédit Agricole Network (which is defined by law to include primarily the Regional Banks and
their subsidiaries) and, through its specialized subsidiaries, designs and manages financial products that are
distributed primarily by the Regional Banks and LCL (formerly Crédit Lyonnais). At the same time, the
Regional Banks have extended a joint and several general guarantee which covers the obligations of Crédit
Agricole S.A. to third parties. Through these reciprocal support mechanisms, the levels of risks incurred by
creditors of Crédit Agricole S.A. and by those of the Regional Banks have become identical. As a result, the
credit ratings of the rated Regional Banks and Crédit Agricole S.A. are identical.

Crédit Agricole S.A. operates two French retail banking networks. The first consists of the Regional
Banks, 38 of which are 25 per cent-owned by Crédit Agricole S.A. (through equity accounted, non-voting
shares) and one, the wholly-owned Caisse Régionale of Corsica, which was fully consolidated as of 1 January
2008. The second consists of the LCL retail banking network, which is fully consolidated. In addition to retail
banking services, the two networks offer products furnished by Crédit Agricole S.A.'s fully consolidated
subsidiaries in life and non-life insurance, asset management, consumer credit, leasing, payment and factoring
services.

Crédit Agricole S.A.'s specialized financial services segment includes consumer credit and specialized
financing to businesses in the form of factoring and lease finance. The corporate and investment banking
segment of the "Crédit Agricole S.A. Group" (which comprises Crédit Agricole S.A. and its consolidated
subsidiaries) conducts both financing activities and capital markets and investment banking activities. Through
its asset management, insurance and private banking segments, the Crédit Agricole S.A. Group is a leading
mutual fund manager and insurance provider in France and offers private banking services in France,
Switzerland, Luxembourg, Monaco, Brazil, Miami (USA) and Spain. The Crédit Agricole S.A. Group's
1






international retail banking segment reflects its international expansion through acquisitions in Europe (in
particular, in Italy, Greece, Serbia, Ukraine and Poland), a presence in the Middle East and Latin America, and
alliances and participations in Portugal.

Capital Adequacy Ratios

The capital adequacy ratios of the Crédit Agricole Group and of the Crédit Agricole S.A. Group as of
31 December 2008, 1 January 2009 and 30 June 2009 are presented in the following table. The figures as of 1
January 2009 are based on the implementation of the new regulatory floor on the level of the RWA of 80% of
the Basel I RWA, applicable in 2009, in order to provide a basis of comparison with the figures as of 30 June
2009. The figures as of 31 December 2008 are computed based on the 90% floor applicable in 2008.

31 December 2008
1 January 2009
30 June 2009
Crédit Agricole S.A.



Solvency Ratio
9.4%
9.9%
10.0%
Tier 1 Ratio
8.6%
9.1%
9.2%




Crédit Agricole Group



Solvency Ratio
9.9%
11.2%
10.8%
Tier 1 Ratio
8.4%
9.4%
9.3%



Risk Factors Relating to the Issuer

Prior to making an investment decision, prospective investors should read this Prospectus and consider
carefully the matters discussed under "Risk Factors" below. There are certain factors that may affect the
Issuer's ability to fulfill its obligations under the Notes. In particular, prospective investors should consider the
following risk factors related to the Issuer:

(a) Risk inherent in banking activities; including credit risk, market and liquidity risk, operational risk and
insurance risk.
(b) Exposure to unidentified or unanticipated risks despite the implementation of risk management
procedures and methods; vulnerability related to specific political, macroeconomic and financial
circumstances; decrease of the Issuer's net banking income due to adverse market conditions.
(c) Exposure to disruptions in the financial markets, particularly in the primary and secondary debt
markets, and exposure to subprime assets; deteriorating overall economic conditions heightening the
risks inherent to the activity of the Issuer.
(d) Exposure to the creditworthiness of the Issuer's customers and counterparties; recurrent risks related to
the banking business such as increasing competition and extensive regulatory supervision.
(e) Risk relating to the Issuer's organizational structure.


2







The Notes


Description:
The US$ 500,000,000 9.750 per cent Undated Deeply Subordinated
Notes (the "New Notes") will be consolidated and form a single series
with the US$ 850,000,000 9.750 per cent Undated Deeply
Subordinated Notes issued on 26 June 2009 (the "Original Notes",
and together with the New Notes, the "Notes"), from and after 2
November 2009. The proceeds from the issuance of the New Notes
will constitute Tier 1 Capital, subject to the limits on the portion of the
Issuer's Tier 1 Capital that may consist of hybrid securities in
accordance with Applicable Banking Regulations as interpreted by the
Secrétariat général de la Commission bancaire (the "SGCB"). The
initial principal amount of the Notes could exceed those limits at the
time the New Notes are issued.

Joint Bookruners and
CALYON, HSBC Bank plc and J.P. Morgan Securities Ltd.
Managers:


Principal Amount:


Series (New Notes and
US$ 1,350,000,000
Original Notes):
Tranche (New Notes):
US$ 500,000,000
Issue Price:
102 per cent of the aggregate principal amount of the New Notes, plus
an amount corresponding to accrued interest from, and including, 26
June 2009 (the "Interest Commencement Date") to, but excluding,
the Issue Date (86 days).
Fiscal Agent, Principal
CACEIS Corporate Trust S.A.
Paying Agent and Calculation
Agent:

Denomination:
US$ 2,000.

Maturity:
The Notes are undated perpetual obligations in respect of which there
is no fixed redemption or maturity date.

Status of the Notes:
The Notes are deeply subordinated notes issued pursuant to the
provisions of Article L.228-97 of the French Code de commerce, as
amended in particular by law no. 2003-706 on financial security, dated
1 August 2003.

The principal and interest on the Notes (which constitute obligations
under French law) are direct, unconditional, unsecured, undated and
deeply subordinated obligations of the Issuer and rank, and will rank,
pari passu among themselves and with all other present and future
Deeply Subordinated Obligations and Support Agreement Claims,
senior to the principal in respect of the T3CJ of the Issuer, and shall be
subordinated to the present and future prêts participatifs granted to the
Issuer and present and future titres participatifs, Ordinarily
Subordinated Obligations and Unsubordinated Obligations of the
Issuer.

See "Terms and Conditions of the Notes ­ Definitions" for definitions
of the terms used in the preceding paragraph.


3






In the event of liquidation of the Issuer, the Notes shall rank in priority
to any payments to holders of any classes of share capital issued by the
Issuer and any reimbursement of the T3CJ (as defined in the "Terms
and Conditions of the Notes ­ Definitions").

There will be no limitations on issuing debt, at the level of the Issuer
or of any consolidated subsidiaries.

Regulatory Treatment:
The proceeds of the issue of the Notes will be treated, for regulatory
purposes, as consolidated fonds propres de base for the Issuer, subject
to the limits on the portion of the Issuer's fonds propres de base that
may consist of hybrid securities in accordance with Applicable
Banking Regulations (the "Hybrid Securities Limit") as interpreted
by the SGCB. The initial principal amount of the Notes could exceed
this limit at the time the New Notes are issued. Fonds propres de base
("Tier 1 Capital") shall have the meaning given to it in Article 2 of
Règlement no. 90-02, dated 23 February 1990, as amended, of the
Comité de la Réglementation Bancaire et Financière (the "CRBF
Regulation") or otherwise recognised as fonds propres de base. The
CRBF Regulation should be read in conjunction with the press release
of the Bank for International Settlements, dated 27 October 1998
concerning instruments eligible for inclusion in Tier 1 Capital (the
"BIS Press Release").

Interest:
Interest on the Notes will accrue from and including the Interest
Commencement Date at a rate of 9.750 per cent per annum and will be
payable semi-annually in arrear on 26 June and 26 December of each
year, commencing on 26 December 2009 (each, an "Interest Payment
Date").

Payments of Interest:
The payment of interest will be mandatory on a Compulsory Interest
Payment Date (as defined below). Interest in respect of the Notes on
any other Interest Payment Date (an "Optional Interest Payment
Date") may be forfeited under the circumstances described herein.

"Compulsory Interest Payment Date" means each Interest Payment
Date as to which at any time during a period of one-year prior to such
Interest Payment Date:

(a)
the Issuer has declared or paid a dividend (whether in cash,
shares or any other form but excluding a dividend paid in
additional shares), or more generally made a payment of any
nature, on any class of share capital or on other equity
securities issued by the Issuer, or on the T3CJ, or on Deeply
Subordinated Obligations or under any Support Agreement, in
each case to the extent categorised as Tier 1 Capital, unless
such payment on Deeply Subordinated Obligations or under
Support Agreements was required to be made as a result of a
dividend or other payment having been made on any class of
share capital or other equity securities, or on any Deeply
Subordinated Obligations issued by the Issuer, or on any Parity
Securities; or
(b)
the Issuer has redeemed, repurchased or otherwise acquired
any class of its share capital or the T3CJ, by any means, with
the exception of repurchases of share capital for purposes of
making shares available to cover employee stock option, stock
attribution or stock purchase programmes, regularisation of the
Issuer's share price, investment activities or holding shares

4






with a view to their resale or exchange, particularly in
connection with external growth transactions or the issuance of
securities convertible into or exchangeable for the Issuer's
share capital; or
(c)
any subsidiary of the Issuer has declared or paid a dividend on
any Parity Securities, unless such dividend was required to be
paid as a result of a dividend or other payment having been
made on any class of share capital or on other equity securities,
or on any Deeply Subordinated Obligations issued by the
Issuer, or on any other Parity Securities qualifying as
consolidated Tier 1 Capital of the Issuer.
provided, however, that if a Supervisory Event occurred prior to such
Interest Payment Date and is continuing, such Interest Payment Date
shall only be a Compulsory Interest Payment Date if such Supervisory
Event had occurred prior to the relevant event described in sub-
paragraph (a), (b) or (c) above.

On any Interest Payment Date which is not a Compulsory Interest
Payment Date (i.e., an Optional Interest Payment Date), the Issuer
may, at its option, elect not to pay interest in respect of the Notes
accrued to that date with a view to restoring its regulatory capital to
allow the Issuer to ensure continuity of its activities without
weakening its financial structure. Any interest not paid on such date
shall be forfeited and no longer be due and payable by the Issuer.

In the event that a Supervisory Event has occurred during the Interest
Period immediately preceding an Optional Interest Payment Date, the
amount of Accrued Interest (i.e., interest accruing since the beginning
of such Interest Period), if any, in respect of each Note shall
automatically be suspended, and no interest on the Notes shall accrue
or be payable by the Issuer with respect to the remaining period in
such Interest Period or any other Interest Period during the period
starting on the date of the Supervisory Event and ending on the date of
the End of Supervisory Event, unless an event triggering a
Compulsory Interest Payment Date subsequently occurs.

Such Accrued Interest may be paid on the next succeeding Optional
Interest Payment Date occurring as from the date of the End of
Supervisory Event.

Loss Absorption Upon
The amount of Accrued Interest, if any, and thereafter, if necessary,
Supervisory Event:
the Current Principal Amount of the Notes may be reduced following a
Supervisory Event (unless the Issuer first completes a capital increase
or certain other transactions). The amount by which Accrued Interest
and, as the case may be, the then Current Principal Amount are
reduced, will be equal to the amount of the insufficiency of the share
capital increase or any other proposed measures aiming at an increase
of the Tier 1 Capital to remedy the Supervisory Event. For the
avoidance of doubt, the first remedy to the capital deficiency event will
be a share capital increase. See "Terms and Conditions of the Notes ­
Loss Absorption and Return to Financial Health".

Supervisory Event:
Supervisory Event means the first date on which either of the
following events occurs:

(a) the total risk-based consolidated capital ratio of the Issuer,
calculated in accordance with the Applicable Banking

5