Bond Crédit Agricole SA 6.637% ( USF22797FJ25 ) in USD

Issuer Crédit Agricole SA
Market price 100 %  ▼ 
Country  France
ISIN code  USF22797FJ25 ( in USD )
Interest rate 6.637% per year ( payment 2 times a year)
Maturity Perpetual - Bond has expired



Prospectus brochure of the bond Crédit Agricole USF22797FJ25 in USD 6.637%, expired


Minimal amount 100 000 USD
Total amount 1 500 000 000 USD
Cusip F22797FJ2
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating N/A
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 USF22797FJ25, pays a coupon of 6.637% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code USF22797FJ25, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. The following
disclaimer applies to the attached offering memorandum and you are therefore advised to read this
disclaimer page carefully before reading, accessing or making any other use of the attached offering
memorandum. In accessing the attached offering memorandum, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive any
information from us as a result of such access.

Confirmation of Your Representation: You have been sent the attached offering memorandum on
the basis that you have confirmed to the sender (the "Sender") of the attached that (i)(A) you are
outside the United States, or (B) you are a "qualified institutional buyer" (within the meaning of Rule
144A under the U.S. Securities Act of 1933 (the "Securities Act")), and (ii) that you consent to delivery
by electronic transmission.

This offering memorandum 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 transmission
and consequently the Sender or any person who controls it or any director, officer, employee or agent
of it, or affiliate of any such person does not accept any liability or responsibility whatsoever in respect
of any difference between the offering memorandum distributed to you in electronic format and the
hard copy version available to you on request from the Sender.

You are reminded that the attached offering memorandum has been delivered to you on the basis that
you are a person into whose possession this offering memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not nor are you
authorized to deliver this offering memorandum to any other person.

Restrictions: Nothing on this electronic transmission constitutes an offer of securities for sale in the
United States or any other jurisdiction. Any securities to be issued will not be registered under the
Securities Act and may not be offered or sold in the United States except in accordance with the
restrictions set forth under "Plan of Distribution ­ Selling Restrictions ­ United States" in the attached
offering memorandum.














US$1,500,000,000

Crédit Agricole S.A.

Undated Deeply Subordinated Fixed to Floating Rate Notes

Issue price: 100%

The US$1,500,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes (the "Notes") of Crédit Agricole
S.A. (the "Issuer") will be issued outside the Republic of France and will bear interest at a fixed rate of 6.637 per cent per
annum from and including May 31, 2007 to but excluding May 31, 2017, payable in equal semi-annual payments in arrears
on May 31 and November 30, beginning on November 30, 2007 and ending on May 31, 2017. Thereafter, the Notes will
bear interest at a floating rate per annum equal to 3-month US$ LIBOR plus 1.2325 per cent per annum, payable quarterly in
arrears on the last day of each February, May, August and November of each year, beginning August 31, 2017.

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 accrual may also be reduced if the Issuer's consolidated regulatory capital falls below required levels and in certain
other circumstances.

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 (the "SGCB"), be redeemed at the Original Principal
Amount (in whole but not in part) on May 31, 2017 and on the Interest Payment Date falling on or about each tenth
anniversary thereafter. In addition, the Notes may, in case of certain tax or regulatory events, be redeemed at the greater of
the Base Redemption Price or the Make-Whole Amount described herein, at any time prior to the First Call Date, or at the
Base Redemption Price, on or after the First Call Date (in whole but not in part), subject to the prior approval of the SGCB.
The principal amount of the Notes may be written down to a minimum amount of one cent if the Issuer's consolidated
regulatory capital falls below required levels, subject to restoration in certain cases described herein. The Notes are
subordinated to substantially all of the Issuer's other obligations, including ordinarily subordinated debt instruments. (See
"Terms and Conditions of the Notes ­ Status of the Notes and Subordination").

The Notes are expected to be assigned a rating of "Aa3" by Moody's Investors Service, Inc., "A" by Standard &
Poor's Rating Services, a division of the McGraw-Hill Companies, Inc. and "AA-" 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 organization.

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

The Notes have been accepted for clearance through The Depository Trust Company ("DTC"), Clearstream
Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V., as operator of the
Euroclear system ("Euroclear").

The Notes will be issued in fully registered form in denominations of US$100,000 and integral multiples of
US$1,000 in excess thereof. The Notes will be issued in the form of one or more Global Notes registered in the name of
a nominee for DTC. It is expected that delivery of the Notes will be made only in book-entry form through the facilities of
DTC and its participants, including Euroclear and Clearstream, Luxembourg.

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A AND TO CERTAIN PERSONS IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. YOU
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. SEE
"PLAN OF DISTRIBUTION".

Joint Book-Running Managers

CALYON
Citi
Merrill Lynch & Co.

Co-Lead Managers

Deutsche Bank Securities
Fortis Bank nv-sa

The date of this Offering Memorandum is May 23, 2007.







This Offering Memorandum does not constitute an offer of, or an invitation or solicitation by or on behalf of
the Issuer or the Initial Purchasers (as defined in "Plan of Distribution" herein) or any affiliate of any of them to
subscribe for or purchase, any Notes in any jurisdiction by any person to whom it is unlawful to make such an offer,
invitation or solicitation in such jurisdiction. The distribution of this Offering Memorandum and the offering or sale
of the Notes in certain jurisdictions, including the United States, the United Kingdom and the French Republic, may
be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Issuer
and the Initial Purchasers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers and sales of Notes and distribution of this Offering Memorandum, see "Plan of
Distribution" herein. No person is authorized to give any information or to make any representation other than those
contained in this Offering Memorandum in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorized by or on behalf of the Issuer
or the Initial Purchasers. The delivery of this Offering Memorandum at any time does not imply that the information
contained in it is correct as at any time subsequent to its date. In making an investment decision regarding the Notes,
prospective investors must rely on their own independent investigation and appraisal of the Issuer, its business and
the terms of the offering, including the merits and risks involved. The contents of this Offering Memorandum are
not to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers as to
the legal, tax, financial, credit and related aspects of an investment in the Notes. No representation or warranty,
express or implied, is made by the Initial Purchasers as to the accuracy or completeness of any of the information set
forth in this Offering Memorandum, and nothing contained in this Offering Memorandum is or shall be relied upon
as a promise or representation, whether as to the past or the future.

INVESTORS SHOULD SATISFY THEMSELVES THAT THEY UNDERSTAND ALL OF THE
RISKS ASSOCIATED WITH MAKING INVESTMENTS IN THE NOTES. PROSPECTIVE INVESTORS
THAT HAVE ANY DOUBT WHATSOEVER AS TO THE RISKS INVOLVED IN INVESTING IN THE
NOTES SHOULD CONSULT THEIR PROFESSIONAL ADVISORS.

This Offering Memorandum has been prepared by the Issuer for use by the Initial Purchasers in making offers
and sales of the Notes (i) to "qualified institutional buyers" as defined in Rule 144A ("Rule 144A") under the
Securities Act ("Rule 144A") and (ii) outside the United States only in offshore transactions to non-U.S. Persons in
reliance on Regulation S under the Securities Act ("Regulation S").

Each purchaser of the Notes offered hereby will be deemed to have represented and agreed that (1) it is
(a) (i) a qualified institutional buyer, (ii) aware that the sale of the Notes to it is being made in reliance on Rule
144A and (iii) acquiring such Notes for its own account or for the account of a qualified institutional buyer, as the
case may be, or (b) not a U.S. person, as such term is defined in Rule 902 of the Securities Act, and is purchasing
the Notes in accordance with Regulation S and (2) it understands that Notes have not been registered under the
Securities Act, and Notes sold in the United States may only be transferred in the United States in a transaction
meeting the requirements of Rule 144A under the Securities Act or that otherwise benefits from an exemption from
the registration requirements of the Securities Act.

The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
"SEC"), any state securities commission or any other regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is unlawful.

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 REVISED STATUTES
("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 OF NEW HAMPSHIRE 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 THE STATE OF NEW HAMPSHIRE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN

i





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.

EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS
THE NOTES OR POSSESSES OR DISTRIBUTES THIS OFFERING MEMORANDUM AND MUST
OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE,
OFFER OR SALE BY IT OF THE 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 INITIAL PURCHASERS SHALL HAVE
ANY RESPONSIBILITY THEREFOR.

The Initial Purchasers and the Issuer have represented and agreed that (i) they have not offered or sold and
will not offer or sell, directly or indirectly, any Notes to the public in the French Republic, and (ii) offers and sales
of Notes in the French Republic will be made only to qualified investors (investisseurs qualifiés) as defined in and
in accordance with Article L.411-2 of the French Code monétaire et financier and décret no. 98-880 dated
October 1, 1998, acting for their own account. In addition, the Initial Purchasers and the Issuer have represented and
agreed that they have not distributed or caused to be distributed and will not distribute or cause to be distributed in
the French Republic, this Offering Memorandum or any other offering material relating to the Notes other than to
investors to whom offers and sales of Notes in the French Republic may be made as described as above.

This Offering Memorandum is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (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 will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this Offering Memorandum or any of its contents.

This Offering Memorandum has been prepared on the basis that all offers of Notes will be made pursuant to
an exemption under the Prospectus Directive (as defined below), as implemented in member states of the European
Economic Area (the "EEA"), from the requirement to produce a prospectus for offers of securities. Accordingly
any person making or intending to make any offer within the EEA of Notes which are the subject of the placement
contemplated in this Offering Memorandum should only do so in circumstances in which no obligation arises for
the Issuer or any of the Initial Purchasers to produce a prospectus for such offer. Neither the Issuer nor any of the
Initial Purchasers have authorized, nor do they authorize, the making of any offer of Notes through any financial
intermediary, other than offers made by the Initial Purchasers which constitute the final placement of Notes
contemplated in this Offering Memorandum.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State") an offer to the public of any Notes may not be made in that Relevant Member State
except that an offer to the public in that Relevant Member State of any Notes may be made at any time under the
following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member
State:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities; or
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than
50,000,000, as shown in its last annual or consolidated accounts,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer or any
Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive.

ii





For the purposes of this provision, the expression an "offer to the public" in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and any Notes to be offered so as to enable an investor to decide to purchase any Notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member
State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
References herein to the "Issuer" are to Crédit Agricole S.A. References to the "Crédit Agricole S.A.
Group" are to the Issuer, together with its consolidated subsidiaries. References to the "Group" or the "Crédit
Agricole Group" are to the Issuer, the Caisses Régionales de Crédit Agricole and the Caisses Locales de Crédit
Agricole, together with their respective consolidated subsidiaries. References herein to the "Regional Banks" are
to the 38 Caisses Régionales in which the Issuer holds 25% interests, which excludes the Caisse Régionale of
Corsica, except as the context otherwise requires.

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

The Issuer, having made all reasonable enquiries, confirms that this Offering Memorandum contains all
information with respect to the Issuer, the Group and the Notes which is material in the context of the issue and
offering of the Notes, that the statements contained in this Offering Memorandum relating to the Issuer, the Group
and the Notes are in every material respect true and accurate and not misleading, that the opinions and intentions
expressed in this Offering Memorandum with regard to the Issuer and the Group are honestly held, have been
reached after considering all relevant circumstances and are based on reasonable assumptions, and that there are no
other facts in relation to the Issuer, the Group or the Notes the omission of which would, in the context of the issue
of the Notes, make any information or statement in this Offering Memorandum misleading in any material respect,
and all reasonable enquiries have been made by the Issuer to ascertain such facts and matters and to verify the
accuracy of all such information and statements. The Issuer accepts responsibility accordingly.

In connection with this issuance, Citigroup Global Markets Inc. (the "Stabilizing Manager") or any
person acting for it may over-allot or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail for a limited period. However, there may be
no obligation on the part of the Stabilizing Manager or any of its agents to do this. Such stabilization, if
commenced, may be discontinued at any time, must be brought to an end after a limited period (not
exceeding 30 days after the Issue Date) and will be carried out in compliance with all applicable laws and
regulations.

ADDITIONAL INFORMATION

The Issuer currently furnishes certain information to the SEC in accordance with Rule 12g3-2(b) under the
U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is one of the foreign private
companies that claim exemption from the registration requirements of Section 12(g) of the Exchange Act. If, at any
time, the Issuer is neither subject to Section 13 or Section 15(d) of the Exchange Act nor exempt from reporting
pursuant to Rule 12g3-2(b), it will furnish, upon written request of a holder of the Notes or a prospective purchaser
designated by such holder, the information required to be delivered pursuant to Rule 144A(d)(4) of the Securities
Act.

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 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.

iii






FORWARD-LOOKING STATEMENTS

This Offering Memorandum contains forward-looking statements. Statements that are not historical facts,
including statements about the Issuer's beliefs and expectations, are forward-looking statements. These statements
are based on current plans, estimates and projections, and therefore undue reliance should not be placed on them.
Forward-looking statements speak only as of the date they are made, and the Issuer undertakes no obligation to
update publicly any of them in light of new information or future events.



iv





DOCUMENTS INCORPORATED BY REFERENCE

This Offering Memorandum should be read and construed in conjunction with the following documents which
have been previously published or are published simultaneously with this Offering Memorandum, which shall be
incorporated in, and form part of, this Offering Memorandum (together, the "Documents Incorporated by
Reference"):

(a) the English translation of the Issuer's 2006 Annual Report (document de référence), a French version of
which was filed with the French Autorité des marchés financiers under no. D.07-0214 on March 22, 2007,
which is available on the Issuer's web site at http://www.credit-agricole-sa.fr (the "2006 Annual Report");

(b) the section entitled "Management Report" on pages 59 to 113 of the English translation of the Issuer's
2005 Annual Report (document de référence), a French version of which was filed with the French
Autorité des marchés financiers under no. D.06-0188 on March 30, 2006, which is available on the Issuer's
web site at http://www.credit-agricole-sa.fr (the "2005 Annual Report");

(c) the update A.01 to the 2006 Annual Report, dated May 3, 2007, which is available in French (and will
soon be available in English) on the Issuer's web site at http://www.credit-agricole-sa.fr, and which
includes the audited consolidated financial statements of the Crédit Agricole Group for fiscal year 2006
and the related audit report ("A.01");

(d) the English translation of the audited consolidated financial statements of the Crédit Agricole S.A. Group
for fiscal year 2005 and related notes and audit report on pages 116 to 213 of the 2005 Annual Report; and

(e) the English translation of the audited consolidated financial statements of the Crédit Agricole Group for
fiscal year 2005 and related notes and audit report on pages 40 to 125 of the English translation of the
update A.01 to the 2005 Annual Report, dated May 11, 2006, which is available on the Issuer's web site at
http://www.credit-agricole-sa.fr.

Notwithstanding the foregoing, (A) the report of the Chairman of the Board of Directors of the Issuer on
internal control on pages 14 to 31 of the 2006 Annual Report and any reference thereto, the report of the statutory
auditors on internal control on page 32 of the 2006 Annual Report and any reference thereto, the statement by Mr.
Georges Pauget, Directeur général of the Issuer, on page 318 of the 2006 Annual Report referring to the lettre de
fin de travaux of the statutory auditors and the statement by Mr. Georges Pauget, Directeur général of the Issuer, on
page 146 of A.01 referring to the lettre de fin de travaux of the statutory auditors shall not be deemed incorporated
herein and (B) any statement contained in the Documents Incorporated by Reference shall be deemed to be modified
or superseded for the purpose of this Offering Memorandum to the extent that a statement contained herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering
Memorandum. The information in Chapter 2 of the 2006 Annual Report (the substance of the report of the
Chairman of the Board of Directors of the Issuer on corporate governance and internal control, but not the
Chairman's introduction or signature) is incorporated by reference herein. Such information has been prepared in
accordance with French laws and regulations. This information and the Chairman's report from which it is
extracted do not purport to be, and are not, equivalent to a report on internal control over financial reporting of the
type contemplated in the Sarbanes-Oxley Act of 2002, which is not required by French laws and regulations.


v






TABLE OF CONTENTS

Page
General Description........................................................................................................................................
1
Summary Financial Information.....................................................................................................................
7
Risk Factors....................................................................................................................................................
8
Recent Developments.....................................................................................................................................
14
Capitalization..................................................................................................................................................
24
Use of Proceeds ..............................................................................................................................................
25
Exchange Rate and Currency Information .....................................................................................................
26
Selected Financial Data ..................................................................................................................................
27
Business..........................................................................................................................................................
31
Management's Discussion and Analysis of Financial Condition and Results of Operations.........................
34
Terms and Conditions of the Notes ................................................................................................................
59
Clearance and Settlement of the Notes...........................................................................................................
75
Taxation..........................................................................................................................................................
79
Plan of Distribution ........................................................................................................................................
82
Legal Matters..................................................................................................................................................
85
Independent Statutory Auditors......................................................................................................................
85
Summary of Certain Differences between IFRS and U.S. GAAP .................................................................
86


vi





GENERAL DESCRIPTION

The following overview is qualified in its entirety by the remainder of this Offering Memorandum.

The Issuer
Crédit Agricole S.A. 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 of December 31, 2006, the Crédit
Agricole S.A. Group had total consolidated assets of 1,261.3 billion, 35.1 billion in shareholders' equity
(excluding minority interests), 318.4 billion in customer deposits and 636.9 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" 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 Caisses Régionales. Today, the Caisses
Régionales include 39 regional banks that operate one of the two French retail networks of the Group. Crédit
Agricole S.A. holds 25% interests in 38 of the Caisses Régionales (the "Regional Banks"), but does not hold
any interest in the Caisse Régionale of Corsica.

Crédit Agricole S.A. acts as the central bank of the Crédit Agricole Group, 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. 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 Regional Banks and Crédit Agricole S.A. are identical.

The Group operates two French retail banking segments. The first consists of the Regional Banks,
which are 25%-owned by Crédit Agricole S.A. (through non-voting shares). The second consists of the LCL
(Crédit Lyonnais) retail banking network. In addition to retail banking services, the two networks offer life and
non-life insurance, asset management, consumer credit, leasing, payment and factoring services.

The Group's specialized financial services segment includes consumer credit and specialized financing
to businesses in the form of factoring and lease finance. The Group's corporate and investment banking
segment conducts both financing activities and capital markets and investment banking activities. Through its
asset management, insurance and private banking segment, the Group is a leading mutual fund manager and
insurance provider in France and offers private banking services in France, Switzerland, Luxembourg and
Monaco. The Group's international retail banking segment reflects its international expansion through
acquisitions in Europe (in particular in Greece, Italy and Poland), a presence in Africa, and alliances and
participations in Portugal and Chile.

Solvency Ratios

The Credit Agricole S.A. Group's international solvency ratio for the same period was 8.8%, including
a Tier 1 ratio of 8.2%.


1





The Offering

For a more complete description of the Notes, including the definitions of capitalized terms used but
not defined in this Section, see ``Terms and Conditions of the Notes".


Issuer:
Crédit Agricole S.A.

Description:
US$1,500,000,000 Undated Deeply Subordinated Fixed to Floating
Rate Notes, the proceeds of which 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 and the interpretations of the Secrétariat général
de la Commission bancaire (the "SGCB"). The initial principal
amount of the Notes could exceed those limits at the time the Notes are
issued.

Joint Book-Running
Calyon Securities (USA) Inc., Citigroup Global Markets Inc. and
Managers:
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Principal Amount:
US$1,500,000,000.

Issue Price:
100%.

Fiscal Agent, Principal

Paying Agent and Calculation Citibank, N.A.
Agent:

Denominations:
US$100,000 and integral multiples of US$1,000 in excess thereof.

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
August 1, 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.

In the event of liquidation, 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.



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