Bond Crédit Agricole CIB S.A. 5% ( XS0294905384 ) in EUR

Crédit Agricole CIB S.A.

100 % ⇌

France

XS0294905384 ( in EUR )

5% per year ( payment 1 time a year)

11/04/2027

Prospectus brochure of the bond Credit Agricole Corporate and Investment Bank S.A XS0294905384 en EUR 5%, maturity 11/04/2027

12/04/2026 ( In 118 days )

Crédit Agricole Corporate and Investment Bank (CACIB) is a global corporate and investment bank offering a wide range of financial products and services to corporations, institutions, and governments worldwide.

The Bond issued by Crédit Agricole CIB S.A. ( France ) , in EUR, with the ISIN code XS0294905384, pays a coupon of 5% per year.
The coupons are paid 1 time per year and the Bond maturity is 11/04/2027

Base Prospectus

CALYON
(a limited liability company incorporated in France as a "Société Anonyme", governed by a Board of Directors, registered at the "Registre du
Commerce et des Sociétés de Nanterre" under the reference SIREN 304 187 701, having its registered office at 9 quai du Président Paul
Doumer, 92920 Paris La Défense Cedex, France)
and
CALYON FINANCIAL PRODUCTS (GUERNSEY) LIMITED
(incorporated in Guernsey)
and
CALYON FINANCE (GUERNSEY) LIMITED
(incorporated in Guernsey)

30,000,000,000
Structured Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by
CALYON
Under this 30,000,000,000 Structured Euro Medium Term Note Programme (the Programme), CALYON, Calyon Financial Products (Guernsey) Limited and Calyon Finance (Guernsey)
Limited (each an Issuer and together the Issuers) may from time to time issue notes including, without limitation, credit linked notes, commodity linked notes, equity linked notes, fund-linked
notes, index linked notes and other structured notes in accordance with and subject to all applicable laws and regulations (the Notes) denominated in any currency agreed between the Issuer and
the relevant Dealer (as defined below). This Base Prospectus replaces the base prospectus dated 27 September 2005 relating to the Programme and any supplements thereto.
The Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding
under the Programme will not exceed 30,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The payments of all amounts
due in respect of Notes issued by Calyon Financial Products (Guernsey) Limited (CFP) and Calyon Finance (Guernsey) Limited (CFG) will be unconditionally and irrevocably guaranteed by
CALYON (in such capacity, the Guarantor).
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional dealer appointed under the Programme from time
to time by any Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer
shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under Directive 2003/71/EC and the Luxembourg Act
dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) for approval of this Base Prospectus where it constitutes a base prospectus (as described
herein) and to the Luxembourg Stock Exchange for Notes issued under the Programme and during the period of 12 months from the date of this Base Prospectus to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of Directive 2004/39/EC.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are
applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in final terms (the Final Terms).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer
and the relevant Dealer. Application may also be made to have certain Notes issued under the Programme accepted for trading in the Private Offerings, Resales and Trading through Automated
Linkages System (PORTAL) of the National Association of Securities Dealers, Inc. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market.
Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinances, 1959 to 1989 has been obtained in relation to the issue of the Notes by CFP and CFG. Neither the Guernsey
Financial Services Commission nor the Policy Council of the States of Guernsey takes any responsibility for the financial soundness of the arrangement or for the correctness of any of the
statements made or opinions expressed herein with regard to CFP or CFG.
The Notes and the Guarantee (as defined under "Summary of the Programme") have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act)
and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except to certain qualified institutional buyers in reliance on Rule 144A under the
Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. Prospective purchasers are hereby notified that sellers of the Notes and
Guarantee may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Subscription and Sale".
Each of CFP and CFG have not registered, and will not register, as an "investment company" under the U.S. Investment Company Act of 1940, as amended (the Investment Company Act).
Any Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be
listed on the Luxembourg Stock Exchange) a supplementary Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such
Notes.
Prospective investors should be aware of the particular risks involved in investing in Notes (for a discussion of these risks see "Risk Factors"). In particular, prospective investors
should be aware that certain Notes may be redeemed at below par and should be prepared to sustain a partial or total loss of their initial investment in the Notes.

Arranger

CALYON

Dealers

CALYON

Calyon Capital Markets Asia B.V., Tokyo Branch
Calyon Securities (USA) Inc.

Crédit Agricole Cheuvreux Securities Limited

The date of this Base Prospectus is 27 September 2006

This Base Prospectus constitutes three base prospectuses: (i) the base prospectus for CALYON in
respect of non-equity securities within the meaning of article 22.6(4) of Regulation (EC) No.809/2004
of 29 April 2004 (Non-Equity Securities), (ii) the base prospectus for CFP in respect of Non-Equity
Securities and (iii) the base prospectus for CFG in respect of Non-Equity Securities (the Base
Prospectus).
The Issuers and the Guarantor (the Responsible Persons) accept responsibility for the information
contained in this Base Prospectus. To the best of the knowledge of the Issuers and the Guarantor
(each having taken all reasonable care to ensure that such is the case) the information contained in this
Base Prospectus is in accordance with the facts and contains no omission likely to affect its import.
Copies of Final Terms, if appropriate, will be available from the registered offices of CALYON and
the specified office set out below of the Paying Agent (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated and form
part of this Base Prospectus. This Base Prospectus may only be used for the purposes for which it has
been published.
No Dealer has independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by any Dealer as to the accuracy or completeness of the information contained or
incorporated in this Base Prospectus or any other information provided by the Issuer in connection
with the Programme. No Dealer accepts any liability in relation to the information contained or
incorporated by reference in this Base Prospectus or any other information provided by the Issuers or
the Guarantor in connection with the Programme.
No person is or has been authorised by the Issuers or the Guarantor to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuers, the
Guarantor or any Dealer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuers, the Guarantor or any Dealer that any recipient of this
Base Prospectus or any other information supplied in connection with the Programme or any Notes
should purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuers and the Guarantor and of the terms of such Notes (see "Special
Considerations" below).
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuers, the Guarantor or
any Dealer to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to review the financial condition or

2

affairs of the Issuers and the Guarantor during the life of the Programme or to advise any investor in
the Notes of any information coming to their attention. Investors should review, inter alia, the
documents incorporated by reference into this Base Prospectus when deciding whether or not to
purchase any Notes.
The Notes in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes in bearer form may not be offered, sold or delivered within the United States or its possessions
or to, or for the account or benefit of, U.S. persons, except in certain transactions permitted by U.S.
tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code of 1986 and the regulations promulgated thereunder.
This Base Prospectus has not been submitted to the clearance procedures of the Autorité des marchés
financiers.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted
by law in certain jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this
Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant
to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuers, the Guarantor or any
Dealer which would permit a public offering of any Notes outside Luxembourg or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that
will result in compliance with any applicable laws and regulations. Persons into whose possession
this Base Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of
Notes in the United States, the European Economic Area (including the United Kingdom, France,
Italy, Portugal and Spain), the Hong Kong Special Administrative Region of the People's Republic of
China (Hong Kong), Japan, the People's Republic of China (PRC), the Philippines, Singapore, the
Republic of Korea (South Korea) and the Republic of China (Taiwan) (see "Subscription and Sale").
All references in this document to "euro" and "" refer to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty establishing the
European Community, as amended, references to "U.S. dollars", "U.S.$", "USD" and "$" refer to the
currency of the United States of America, references to "Sterling", "GBP" and "£" refer to the
currency of the United Kingdom, references to "Swedish Kronor" and "SEK" refer to the currency of
Sweden, references to "Norwegian Kroner" and "NOK" refer to the currency of Norway, references to
"Japanese Yen", "JPY" and "¥" refer to the currency of Japan and references to "Hong Kong dollars"
and "HK$" refer to the lawful currency for the time being of Hong Kong.
U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited
number of QIBs (as defined under "Form of the Notes") for informational use solely in connection
with the consideration of the purchase of the Notes being offered hereby. Its use for any other
purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part
nor may it be distributed or any of its contents disclosed to anyone other than the prospective
investors to whom it is originally submitted. For the avoidance of doubt, references herein of the
Notes include the Guarantee, where applicable.

3

Registered Notes issued by CALYON may be offered or sold within the United States only to QIBs in
transactions exempt from registration under the Securities Act. Registered Notes issued by CFP and
CFG may be offered or sold within the United States only to QIBs who are also QPs (as defined under
"Form of the Notes") in transactions exempt from registration under the Securities Act that will not
require the relevant issuer to register as an "investment company" under the Investment Company
Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale of any
Registered Notes to it may be made in reliance upon the exemption from the registration requirements
of the Securities Act provided by Rule 144A under the Securities Act (Rule 144A).
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in
registered form in exchange or substitution therefor (together Legended Notes) will be deemed, by its
acceptance or purchase of any such Legended Notes, to have made certain representations and
agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription
and Sale". Unless otherwise stated, terms used in this paragraph have the meanings given to them in
"Form of the Notes".
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 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 CHAPTER 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.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes and
any Guarantee thereof that are "restricted securities" within the meaning of the Securities Act, each
Issuer has undertaken in a deed poll dated 30 July 2004 (the Deed Poll) to furnish, upon the request of
a holder of such Notes or any beneficial interest therein, to such holder or to a prospective purchaser
designated by him, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act if, at the time of the request, such Issuer is neither subject to and in compliance with
Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act) nor
exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
A copy of the information so furnished will be available free of charge from the specified office of the
Principal Paying Agent and, for Notes listed on the Luxembourg Stock Exchange's regulated market,
from the specified office in Luxembourg of the Luxembourg Listing Agent (as defined below).

4

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
CALYON is a corporation organised under the laws of France. CFP and CFG are corporations
organised under the laws of Guernsey. All of the officers and directors named herein reside outside
the United States and all or a substantial portion of the assets of the Issuers and the Guarantor and of
such officers and directors are located outside the United States. As a result, it may not be possible
for investors to effect service of process outside France or Guernsey, as the case may be, upon the
Issuers, the Guarantor or such persons, or to enforce judgments against them obtained in courts
outside France or Guernsey, as the case may be, predicated upon civil liabilities of the Issuers, the
Guarantor or such directors and officers under laws other than the laws of France or Guernsey, as the
case may be, including any judgment predicated upon United States federal securities laws.
In an original action brought in France predicated solely upon the US federal securities laws, French
courts may not have the requisite jurisdiction to adjudicate such action. Actions for enforcement of
judgments of US courts rendered against the French persons referred to in the preceding paragraph
would require such French persons to waive their right under Article 15 of the French Civil Code to
be sued in France only. CALYON believes that no such French persons have waived such right with
respect to actions predicated solely upon US federal securities laws.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot (provided that, in the case of any Tranche of Notes to be admitted to
trading on a regulated market in the European Economic Area, the aggregate principal amount of
Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant
Tranche) 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(s) (or persons acting on behalf of a 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 relevant Tranche 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 Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.

5

TABLE OF CONTENTS

Clause
Page
Summary of the Programme ...............................................................................................................7
Risk Factors .....................................................................................................................................16
Documents Incorporated by Reference .............................................................................................24
General Description of the Programme .............................................................................................26
Form of the Notes ............................................................................................................................27
Form of the Final Terms...................................................................................................................32
Terms and Conditions of the Notes...................................................................................................56
Use of Proceeds..............................................................................................................................134
Form of Guarantee .........................................................................................................................135
Description of CALYON................................................................................................................139
Description of CALYON Financial Products (Guernsey) Limited...................................................141
Description of CALYON Finance (Guernsey) Limited ...................................................................144
Book-Entry Clearance Systems ......................................................................................................147
Taxation.........................................................................................................................................151
Subscription and Sale .....................................................................................................................158
General Information .......................................................................................................................171

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SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in
any Notes should be based on a consideration of this Base Prospectus as a whole, including the
documents incorporated by reference. Following the implementation of the relevant provisions of
Directive 2003/71/EC (the Prospectus Directive) in each Member State of the European Economic
Area no civil liability will attach to the Responsible Persons in any such Member State in respect of
this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Base Prospectus. Where a claim relating to
information contained in this Base Prospectus is brought before a court in a Member State of the
European Economic Area, the plaintiff may, under the national legislation of the Member State where
the claim is brought, be required to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
below shall have the same meanings in this summary.

Issuers:
CALYON

CALYON is a limited liability company incorporated in France as a "société
anonyme" governed by a Board of Directors registered at the Registre du
Commerce et des Société Nanterre under the reference SIREN 304 187 701.
Its registered office is at 9 quai du Président Paul Doumer, 92920 Paris La
Défense Cedex, Paris, France.

As a French corporation having limited liability, CALYON is subject to
Articles L.225-1 and following and Book 2 of the Code de Commerce. As a
financial institution, CALYON is subject to Articles L.511-1 and following
and L.5531-1 and following of the Code monétaire et financier.
Unless subject to winding up proceedings or an extension of its term,
CALYON's term of incorporation will expire on 25 November 2064 as
provided for in its constitutional documents.

CALYON is directly owned by more than 95% by Crédit Agricole S.A. and
is the corporate and investment banking arm of the Crédit Agricole Group.

In 2004, CALYON had an average staff of 16,366 in its fully consolidated
companies. They are located mainly in Europe but also throughout
CALYON's international network, notably the Middle East, Asia, the United
States and Africa.

Selected financial information

Millions euros
31/12/2005
31/12/2004
31/12/2004

exc. IAS 32-39
& IFRS 4

Total Balance Sheet
481 316
320 061
320 269

a) Fund for general banking
-
243
-
risks

b) Minority interests
716
768
768

7

c) Shareholders equity (Group
11 496
9 700
9 882
share)

Total a+b+c
12 212
10 711
10 650

Net income for the year
1 716
700
775

Group share
1 632
653
728

Minority interests
84
47
47

Calyon Financial Products (Guernsey) Limited

CFP was incorporated on 8 December 1995 in the form of a company
limited by shares in accordance with the laws of Guernsey. CFP's registered
office is located at Suites 13 & 15, Sarnia House, Le Truchot, St Peter Port,
Guernsey. CFP is registered on the Island of Guernsey pursuant to an Act of
the Royal Court of the said Island.

The objects of CFP as set out in its Memorandum of Association include the
power to carry on business as a finance company, to borrow or raise money
by the issue of financial instruments of whatsoever nature and to receive
money on deposit or loan or to secure or guarantee the payment of sums of
money, to lend or advance money on such terms as may seem expedient and
to enter into guarantees, contracts, indemnities and suretyships in respect of
associated companies.

The authorised and issued share capital of CFP is EUR 15,250 divided into
100,000 ordinary shares of EUR 0.1525 each.

Selected financial information

In euros
31/12/2005
31/12/2004

Total Balance Sheet
10,872,841,028
6,714,053,636

Net Result
0
0

Share Capital
15,250
15,250

Result carried forward
4,831
4,831

Calyon Finance (Guernsey) Limited

CFG was incorporated on 10 April 1992 in the form of a company limited
by shares in accordance with the laws of Guernsey.

CFG's registered office is located at Suites 13 & 15, Sarnia House, Le
Truchot, St Peter Port, Guernsey. CFG is registered on the Island of
Guernsey pursuant to an Act of the Royal Court of the said Island.

The objects of CFG as set out in its Memorandum of Association include the
power to carry on business as a finance company, to borrow or raise money
by the issue of financial instruments of whatsoever nature and to receive
money on deposit or loan or to secure or guarantee the payment of sums of
money, to lend or advance money on such terms as may seem expedient and
to enter into guarantees, contracts, indemnities and suretyships in respect of
associated companies.

8

The authorised and issued share capital of CFG is EUR 15,250 divided into
100,000 ordinary shares of EUR 0.1525 each.

Selected financial information

In euros
31/12/2005
31/12/2004

Total Balance Sheet
6,345,425,316
3,240,459,121

Net Result
0
0

Share Capital
15,250
15,250

Result carried forward
1,852
1,852

Guarantor:
CALYON (in respect of issues by CFP and CFG)

Risk Factors:
There are certain factors that may affect the Issuers' ability to fulfil their
obligations under Notes issued under the Programme. As a consequence of
CALYON's business, the main risk factors which may affect it in its capacity
as Issuer and/or as Guarantor (which may affect its ability to fulfil its
obligation as Guarantor under the Guarantee) are the counterparty risks
mainly generated by its financing activities and the market risks due to its
capital markets activities. In addition, there are certain factors which are
material for the purpose of assessing the market risks associated with Notes
issued under the Programme (see "Risk Factors").

Arranger:
CALYON

Dealers:
CALYON
Crédit Agricole Cheuvreux Securities Limited
Calyon Capital Markets Asia B.V., Tokyo Branch
Calyon Securities (USA) Inc.

and any other Dealer(s) appointed in accordance with the Programme
Agreement.

Programme Size:
Up to 30,000,000,000 (or its equivalent in other currencies calculated as
provided in the Programme Agreement outstanding at any time. The Issuers
and the Guarantor may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.

Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply
will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements from time to
time (see "Currencies" and "Selling Restrictions" below), including the
following restrictions applicable at the date of this Base Prospectus.

Under the Luxembourg Law on Prospectuses for Securities which implements
the Prospectus Directive, prospectuses for the listing of money market
instruments having a maturity at issue of less than 12 months and complying
also with the definition of securities are not subject to the approval provisions
of such law and do not need to be approved by the CSSF.

Notes having a maturity of less than one year will, if the proceeds of the
issue are accepted in the United Kingdom, constitute deposits for the

9

purposes of the prohibition on accepting deposits contained in section 19 of
the Financial Services and Markets Act 2000 unless they are issued to a
limited class of professional investors and have a denomination of at least
£100,000 or its equivalent. See "Subscription and Sale".

Registered Notes issued by CALYON may be offered or sold within the
United States only to QIBs in transactions exempt from registration under
the Securities Act. Registered Notes issued by CFP or CFG may be offered
or sold in the United States only to QIBs who are also QPs in transactions
exempt from registration under the Securities Act that will not require the
relevant issuer to register as an "investment company" under the Investment
Company Act; See "Subscription and Sale".

Issuing and Principal
CACEIS Bank Luxembourg
Paying Agent:

Registrar:
CACEIS Bank Luxembourg

Distribution:
Notes may be distributed by way of private or public placement and in each
case on a syndicated or non-syndicated basis.

Currencies:
Subject to any applicable legal or regulatory restrictions including, without
limitation, as provided below, any currency agreed between the relevant
Issuer and the relevant Dealer.

Redenomination:
The applicable Final Terms may provide that certain Notes may be
redenominated in euro. The relevant provisions applicable to any such
redenomination are contained in Condition 4.1.

Maturities:
Such maturities as may be agreed between the relevant Issuer and the
relevant Dealer, subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the relevant Issuer
or the relevant Specified Currency.

Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an issue
price which is at par or at a discount to, or premium over, par.

Form of Notes:
The Notes will be issued in bearer, registered or dematerialised form as
described in "Form of the Notes". Notes in one form will not be
exchangeable for Notes in another form.

Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer and on redemption, and
will be calculated on the basis of such Day Count Fraction as may be agreed
between the relevant Issuer and the relevant Dealer.

Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(i)
on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc., and as

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