Bond Crédit Agricole SA 4.375% ( US225313AF24 ) in USD

Issuer Crédit Agricole SA
Market price 97.4 %  ▲ 
Country  France
ISIN code  US225313AF24 ( in USD )
Interest rate 4.375% per year ( payment 2 times a year)
Maturity 16/03/2025 - Bond has expired



Prospectus brochure of the bond Crédit Agricole US225313AF24 in USD 4.375%, expired


Minimal amount 200 000 USD
Total amount 1 500 000 000 USD
Cusip 225313AF2
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
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 US225313AF24, pays a coupon of 4.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/03/2025

The Bond issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code US225313AF24, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code US225313AF24, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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: You must read the following before continuing. The following disclaimer applies to the prospectus
following this page (the "Prospectus"), and you are therefore advised to read this carefully before reading,
accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by
the following terms and conditions, including any modifications to them any time you receive any information
from Crédit Agricole S.A. (the "Issuer"), Crédit Agricole Corporate and Investment Bank (the "Sole Bookrunner"),
Citigroup Global Markets Inc. Goldman, Sachs & Co. Standard Chartered Bank and Wells Fargo Securities, LLC
,
,
(the "Joint-Lead Managers" and, together with the "Sole Bookrunner", the "Managers") as a result of such access.
Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the
attached Prospectus.

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 NOTES 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 NOTES 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 PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS
AND REGULATIONS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION
CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE
ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED HEREIN.

Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision
with respect to the Notes, 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 at your request and by accepting the e-
mail and accessing this Prospectus, you shall be deemed to have represented to the Issuer and the Managers that (1)
you and any customers you represent are either (a) QIBs or (b) non-U.S. persons located and receiving this electronic
transmission outside the United States and (2) that you consent to delivery of such Prospectus by electronic
transmission.

The Prospectus does 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 any Managers or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offering
shall be deemed to be made by such Managers or such affiliate on behalf of the Issuer in such jurisdiction.

Under no circumstances shall the Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the
Prospectus who intend to subscribe for or purchase the Notes are reminded that any subscription or purchase may only
be made on the basis of the information contained in the final prospectus. 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 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.

The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the
Managers or any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in
electronic format and the hard copy version of the Prospectus available to you on request from the Managers.

You are reminded that documents transmitted in electronic form by e-mail may be altered or changed during the process
of electronic transmission.



PROSPECTUS STRICTLY
CONFIDENTIAL

US$1,500,000,000 4.375% Subordinated Notes due 2025

Issue Price: 99.456%

Crédit Agricole S.A. (the "Issuer") is offering US$1,500,000,000 4.375% subordinated notes maturing on March
17, 2025 (the "Notes").

The Notes will be issued on March 17, 2015 (the "Issue Date") and will bear interest at a rate of 4.375% per
annum from (and including) the Issue Date, to (but excluding) the Maturity Date, payable semi-annually in arrears
on March 17 and September 17 of each year, beginning on September 17, 2015.

Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on March 17, 2025
(the "Maturity Date"). The Issuer may, at its option (subject to approval by the Relevant Regulator), redeem all,
but not some only, of the Notes at any time at their outstanding principal amount plus accrued interest upon the
occurrence of a Tax Event or a Capital Event (each as defined in "Terms and Conditions of the Notes -
Interpretation").

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, as amended.

The Notes are expected to be rated Baa3 by Moody's Investors Service Ltd. ("Moody's"), BBB by Standard &
Poor's Credit Market Services France SAS ("S&P") and A- by Fitch France S.A.S. ("Fitch"). Each of Moody's,
S&P and Fitch 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 December 12, 2014). 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.

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 will be made on or about March 17, 2015, 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 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.

Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 5 below for risk
factors relevant to an investment in the Notes.

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°15-083 on March 10, 2015. 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 following 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
Citigroup Goldman, Sachs & Co. Standard Chartered Bank Wells Fargo Securities


The date of this Prospectus is March 10, 2015.





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 all
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 have referred them under the caption "Incorporation 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 will 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 of America 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 only (i) to qualified institutional buyers as defined in Rule 144A, in a transaction exempt from the
registration requirements of the Securities Act, and (ii) outside of the United States of America to non-U.S.
persons in reliance upon an exemption from registration under the Securities Act pursuant to Regulation S.
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 all 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

iii


·
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 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 will 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.

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 sell 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 all 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 shall 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 will 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 will 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 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.

iv


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
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers
to subscribe for, or purchase, any Notes.
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-allot 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)) will 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 allotment of the relevant series of
Notes. Any stabilization action or over-allotment 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 is only being distributed to, and is only directed at, persons in the United Kingdom who are
"qualified investors" as defined in Section 86(7) of the Financial Services and Markets Act 2000, as amended
(the "FSMA") or otherwise in circumstances which do not require the publication by the Issuer of a
prospectus pursuant to section 85 of the FSMA. In the United Kingdom, this Prospectus is only being
distributed to, and is only directed at, and any investment or investment activity to which this Prospectus
relates is available only to, and will be engaged in only with, persons (i) having professional experience in
matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of

v


the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are
high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may
otherwise be lawfully communicated (all such persons together being referred to as "relevant persons").
Persons who are not relevant persons should not take any action on the basis of this Prospectus and should
not act or rely on it.
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 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.
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") will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer
in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for
the Issuer or any 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 Manager has 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 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.

vi


TABLE OF CONTENTS

PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .............. VIII
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES................................................................. IX
FORWARD-LOOKING STATEMENTS ......................................................................................................... X
CERTAIN TERMS USED IN THIS PROSPECTUS .................................................................................... XII
INCORPORATION BY REFERENCE ........................................................................................................ XIII
CROSS-REFERENCE TABLE ................................................................................................................... XVI
PRESENTATION OF FINANCIAL INFORMATION ............................................................................. XXIV
EXCHANGE RATE AND CURRENCY INFORMATION ................................................................... XXVII
OVERVIEW ....................................................................................................................................................... 1
SELECTED FINANCIAL INFORMATION ..................................................................................................... 3
RISK FACTORS ................................................................................................................................................ 5
CAPITALIZATION ......................................................................................................................................... 18
USE OF PROCEEDS ....................................................................................................................................... 19
2016 MEDIUM-TERM PLAN ......................................................................................................................... 20
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ....... 24
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 31
FORM OF NOTES, CLEARANCE AND SETTLEMENT ............................................................................ 43
TAXATION ..................................................................................................................................................... 47
BENEFIT PLAN INVESTOR CONSIDERATIONS ...................................................................................... 51
PLAN OF DISTRIBUTION ............................................................................................................................. 53
NOTICE TO U.S. INVESTORS ...................................................................................................................... 57
LEGAL MATTERS ......................................................................................................................................... 60
STATUTORY AUDITORS ............................................................................................................................. 61
GENERAL INFORMATION .......................................................................................................................... 62


vii


PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS

Olivier Bélorgey, Directeur de la Gestion Financière of Crédit Agricole S.A.

Declaration by the person responsible for the Prospectus

To the best of my knowledge (having taken all reasonable care to ensure that such is the case), I
hereby certify that the information contained in this Prospectus is in accordance with the facts
and contains no omission likely to affect its import.

The consolidated and non-consolidated financial statements for the year ended December 31,
2013 of Crédit Agricole S.A. are the subject of reports by the statutory auditors appearing on
pages 477 to 478 and 533 to 534 of the RD, which each contain one observation. The
consolidated financial statements for the year ended December 31, 2013 of the Crédit Agricole
Group are the subject of a report by the statutory auditors appearing on pages 278 to 279 of the
A.01, which contains one observation.

The interim condensed consolidated financial statements for the semester ended 30 June 2014
of Crédit Agricole S.A. are the subject of a report by the statutory auditors. The report which is
reproduced on pages 226 to 227 of the A.03, contains one observation. The interim condensed
consolidated financial statements for the semester ended June 30, 2014 of the Crédit Agricole
Group are the subject of a report by the statutory auditors appearing on pages 1 to 3 of the
Consolidated Financial Statements 1H2014 of the Crédit Agricole Group that contains one
observation.



Crédit Agricole S.A.

12 place des Etats-Unis
92127 Montrouge Cedex
France

Duly represented by:

Olivier Bélorgey,
Directeur de la Gestion Financière
on March 10, 2015



viii


LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a société anonyme duly organized and existing under the laws of France, and many of
its assets are located in France. Many of its subsidiaries, legal representatives and executive officers
and certain other parties named herein reside in France, and substantially all of the assets of these
persons are located in France. As a result, it may not be possible, or it may be difficult, for a Holder or
beneficial owner of the Notes located outside of France to effect service of process upon the Issuer or
such persons in the home country of the Holder or beneficial owner or to enforce against the Issuer or
such persons judgments obtained in non-French courts, including those judgments predicated upon
the civil liability provisions of the U.S. federal or state securities laws.
ix