Obbligazione Crédit Agricole SA 0% ( FR0010161026 ) in EUR

Emittente Crédit Agricole SA
Prezzo di mercato 100 EUR  ▼ 
Paese  Francia
Codice isin  FR0010161026 ( in EUR )
Tasso d'interesse 0%
Scadenza perpetue - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Crédit Agricole FR0010161026 in EUR 0%, scaduta


Importo minimo 1 000 EUR
Importo totale 600 000 000 EUR
Descrizione dettagliata Crédit Agricole è un gruppo bancario francese leader nel settore dell'agricoltura e del credito cooperativo.

The Obbligazione issued by Crédit Agricole SA ( France ) , in EUR, with the ISIN code FR0010161026, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue











Crédit Agricole S.A.

600,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes

Issue price: 100%

The 600,000,000 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 6.0 per cent per annum
from and including 4 February, 2005 (the "Issue Date") to but excluding 4 February, 2006, payable on 4 February, 2006, and
thereafter at a floating rate per annum equal to the 10-year CMS Rate plus 0.025 per cent per annum, subject to a maximum
rate of interest of 7.75 per cent per annum, payable annually in arrear on 4 February in each year, commencing on 4
February, 2007.

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.

This Offering Circular constitutes a prospectus for the purposes of the listing and issuing rules of Euronext
Amsterdam N.V.

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 of the Commission bancaire ("SGCB"), be redeemed at par (in whole but not in part) on
4 February, 2015 and on any Interest Payment Date thereafter. In addition, the Notes may, in case of certain tax or
regulatory events, be redeemed at par at any time (in whole but not in part), subject to the prior approval of the SGCB. The
principal amount of the Notes may be written down to a minimum amount of one cent of one euro 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 in respect of ordinarily subordinated debt
instruments. (See "Terms and Conditions of the Notes ­ Status of the Notes and Subordination")

Application has been made to list the Notes on the Luxembourg Stock Exchange and on the Official Segment of the
Stock Market of Euronext Amsterdam N.V. The Notes are expected to be assigned a rating of "A" by Standard & Poor's
Ratings Services, a division of the McGraw-Hill Companies, Inc., "A1" by Moody's Investor Service, 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 organisation.

See "Investment Considerations" below for certain information relevant to an investment in the Notes.

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

The Notes will be issued in bearer form in the denomination of 1,000 each. The Notes will at all times be
represented in book entry form (dématérialisé) in the books of the Account Holders in compliance with article L.211-4 of
the French Code monétaire et financier. No physical document of title will be issued in respect of the Notes.

This Offering Circular has not been submitted to the approval of the Autorité des Marchés Financiers.

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

JOINT LEAD MANAGERS

CALYON CORPORATE AND
HSBC LEHMAN
BROTHERS
INVESTMENT BANK


3 February, 2005






The Issuer's 2003 annual report (document de référence) filed with the French Autorité des Marchés
Financiers on 4 May 2004 under number R04-073, as updated on 17 June 2004 under number D04-0309/A01 and
on 15 September 2004 under number D04-0309/A02 (the "2003 Annual Report") is incorporated by reference into
this Offering Circular. Copies of the 2003 Annual Report in both French and English will be available free of
charge at the specified office of the Paying Agents and of the Issuer.

The English language 2003 Annual Report is a free translation of a French language original prepared for
convenience purposes only. Accounting principles and auditing standards and their application in practice vary
among nations. The financial statements included in the 2003 Annual Report are not intended to present the
financial position, results of operations and cash flows in accordance with accounting principles and practices
generally accepted in countries other than France. In addition, the procedures and practices utilised by the statutory
auditors in France with respect to such financial statements may differ from those generally accepted and applied by
auditors in other countries. Accordingly, the French financial statements and the auditors' report (of which a
translation for convenience purpose only is presented in the English language 2003 Annual Report) should be read
in conjunction with, and investors should inform themselves as to, French accounting procedures, auditing
standards and their application in practice.

The Issuer, having made all reasonable inquiries, confirms that the information contained in this Offering
Circular with regard to the Issuer, the Issuer and its subsidiaries and affiliates taken as a whole, and the Notes is true
and accurate in all material respects, that the opinions and intentions expressed herein are honestly held, and that
there are no other facts the omission of which would make this Offering Circular as a whole or any of such
information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility
accordingly.

No person has been authorised to give any information or to make any representations other than those
contained in this Offering Circular, and, if given or made, such information or representations must not be relied
upon as having been authorised by the Issuer or the Managers (as defined herein). This Offering Circular does not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it
relates. Neither the delivery of this Offering Circular nor any sale hereunder shall create, under any circumstances,
any implication that there has been no change in the affairs of the Issuer since the date hereof or that the information
contained herein is correct as of any time subsequent to its date.

INVESTORS SHOULD SATISFY THEMSELVES THAT THEY UNDERSTAND ALL THE RISKS
ASSOCIATED WITH MAKING INVESTMENTS IN THE 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 Circular has been prepared by the Issuer for use by the Managers in making offers and sales of
the Notes outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities Act.

Each purchaser of the Notes offered hereby will be deemed to have represented and agreed that (i) such
purchaser understands that Notes have not been registered under the Securities Act, and the Notes may not be
offered or sold in the United States or to, or for the account or benefit of, any U.S. Person, and (ii) the Issuer has not
been registered under the United States Investment Company Act of 1940, as amended.

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 CIRCULAR 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 MANAGERS SHALL HAVE ANY
RESPONSIBILITY THEREFOR.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Managers or any affiliate of any of them to subscribe for or purchase, any Notes in any jurisdiction by any person to

i




whom it is unlawful to make such an offer or invitation in such jurisdiction. This Offering Circular may only be
used for the purposes for which it has been published.

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

So long as the Notes have not been listed on the Official Segment of the Stock Market of Euronext
Amsterdam N.V., or it is unlikely that the Notes will soon be admitted to listing, the Notes may only be offered,
sold, or delivered in or from the Netherlands, as part of their initial distribution or as part of any re-offering, and this
Offering Circular, and any other document in respect of the offering, may only be distributed or circulated in the
Netherlands, to individuals or legal entities, which include, but are not limited to, banks, brokers, dealers,
institutional investors and undertakings with a treasury department, who or which trade or invest in securities in the
conduct of a business or profession ("Professional Investors").

This Offering Circular contains certain forward-looking statements and information relating to the
Issuer and its consolidated subsidiaries and affiliates (the "Group") that is based on the beliefs of the
management of the Group, as well as assumptions made by and information currently available to the
management of the Group. When used in this Offering Circular, the words "estimate", "project", "believe",
"anticipate", "intend", "expect" and similar expressions are intended to identify forward-looking statements.
Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Group, or industry results to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business conditions; changes in interest
rates, currency exchange rates and equity and commodity prices; competition; changes in technology;
changes in business strategy; indebtedness of the issuer and its affiliates; quality of management, business
abilities and judgment of the Issuer's personnel; the availability, terms and deployment of capital; and
various other factors referenced in this Offering Circular. Prospective investors are cautioned not to place
undue reliance on such forward-looking statements, which, unless they speak to an earlier date, speak only as
of the date of this Offering Circular. The Issuer does not undertake any obligation to release publicly any
revisions to such forward-looking statements to reflect events or circumstances occurring after the date of
this Offering Circular.

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

In connection with the issue and distribution of the Notes, Calyon, 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 Calyon, or any
agent of it, to do this. Such stabilising, 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.

ii





TABLE OF CONTENTS

Page
Offering Circular Summary............................................................................................................................
1
Certain Investment Considerations.................................................................................................................
8
Terms and Conditions of the Notes ................................................................................................................
10
Use of Proceeds..............................................................................................................................................
25
Capitalisation of the Issuer .............................................................................................................................
26
Description of the Issuer.................................................................................................................................
28
Subscription and Sale .....................................................................................................................................
76
General Information .......................................................................................................................................
78


iii




OFFERING CIRCULAR SUMMARY

The following summary is qualified in its entirety by the detailed information appearing elsewhere in
this Offering Circular. Investors should read the entire Offering Circular carefully before deciding to purchase
the Notes. Capitalised terms used in this summary and not defined have the meanings set forth under "Terms
and Conditions of the Notes". The offering by Crédit Agricole S.A. of the 600,000,000 Undated Deeply
Subordinated Fixed to Floating Rate Notes, is referred to herein as the "Offering".

The Issuer
Crédit Agricole S.A. is the lead bank of the Crédit Agricole Group. It is France's largest bank, and one
of the largest in the world based on shareholders' equity. As of 30 September, 2004, Crédit Agricole S.A. had
total assets of 818.0 billion, 399.0 billion in funds under management and 24.7 billion in shareholders'
equity.

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 the Caisses Régionales on behalf of the
French State. In 1988, the French State privatised CNCA in a mutualisation process, transferring most of its
interest in CNCA to the Caisses Régionales. Today, the Caisses Régionales include 45 Caisses Régionales that
operate the French retail network of the Crédit Agricole Group. On 18 October 2001, Crédit Agricole S.A. and
the Caisses Régionales entered into a Protocol under which they agreed on the terms of a restructuring of the
Crédit Agricole Group in contemplation of an initial public offering of Crédit Agricole S.A shares. Under the
terms of the Protocol, the Caisses Régionales contributed all of their holdings in seven of the Crédit Agricole
Group's main subsidiaries to Crédit Agricole S.A. in return for shares of Crédit Agricole S.A., and Crédit
Agricole S.A. took a 25% interest in each of the Caisses Régionales (except for the Caisse Régionale of
Corsica). Crédit Agricole S.A. completed the initial public offering of its shares on Euronext Paris on 14
December 2001.

Following the success of the takeover bid for Crédit Lyonnais (public cash and share tender offer in
June 2003, followed by a squeeze-out procedure in July and August 2003), the Group includes all of the
businesses previously led by Crédit Lyonnais. This combination has considerably reinforced the position in the
French retail banking market while benefiting from a complementary business portfolio and recognised
strengths in each of its business areas.

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 Group and,
through its subsidiaries, designs and manages specialised financial products that are distributed primarily by the
Caisses Régionales. The Group organises its business in six segments. Since the acquisition of Crédit Lyonnais,
the Group operates two French retail banking segments. The first consists of the Caisses Régionales, which are
25% owned by the Group, and offer consumer credit, leasing, payment and factoring services. The second
consists of the Crédit Lyonnais retail banking network, including Crédit Lyonnais' private banking activities in
France. The Group's specialised financial services segment combines all businesses providing banking
products and services to individual and professional customers, to business customers and local authorities in
France and elsewhere in the world, and includes consumer credit and specialised 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 alliances and participations in
major retail banks located in Italy, Portugal, Greece, Poland and Chile. In addition to its six business segments,
the Group's proprietary asset management and other activities segment includes the results of Crédit Agricole
S.A.'s activities as central bank of the Crédit Agricole Group as well as its holdings in Rue Imperiale de Lyon, a
major indirect shareholder of the entities of the Lazard group, and certain other equity participations of the
Group. See further "Description of the Issuer" below.

1




Solvency Ratios

Crédit Agricole S.A.'s international solvency ratio as of 31 December, 2003 was 8.9%, including a
Tier 1 ratio of 7.9%. As of 30 September, 2004, Crédit Agricole S.A.'s international solvency ratio was 8.4%,
including a Tier 1 ratio of 8.0%.
2




The Offering

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


Issuer:
Crédit Agricole S.A.

Description:
EUR 600,000,000 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 SGCB. The initial
principal amount of the Notes could exceed those limits at the time the
Notes are issued.
Joint Lead Managers:
Calyon, HSBC Bank plc and Lehman Brothers International (Europe)
Principal Amount:
EUR 600,000,000

Issue Price:
100 per cent.

Fiscal Agent , Principal
Crédit Agricole Investor Services Corporate Trust S.A.
Paying Agent and Calculation
Agent:

Paying Agent in
Crédit Agricole Investor Services Bank Luxembourg S.A.
Luxembourg:

Paying Agent in the
ABN AMRO Bank N.V.
Netherlands:


Denomination:
EUR 1,000.

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

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

The principal and interest on the Notes (which constitute obligations
under French law) are direct, unconditional, unsecured 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 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 herein).

There will be no limitations on issuing debt, at the level of the Issuer
or of any consolidated subsidiaries.
3





Regulatory Treatment:
The proceeds of the issue of the Notes will be treated, for regulatory
purposes, as consolidated fonds propres de base for the Issuer, subject
to the limits on the portion of the Issuer's fonds propres de base that
may consist of hybrid securities in accordance with Applicable
Banking Regulations and the interpretations of the SGCB. The initial
principal amount of the Notes could exceed those limits at the time the
Notes are issued. Fonds propres de base ("Tier 1 Capital") shall have
the meaning given to it in Article 2 of Règlement no. 90-02 dated 23
February 1990, as amended, of the Comité de la Réglementation
Bancaire et Financière (the "CRBF Regulation") or otherwise
recognised as fonds propres de base by the Secrétariat général de la
Commission Bancaire ("SGCB"). The CRBF Regulation should be
read in conjunction with the press release of the Bank for International
Settlements dated 27 October 1998 concerning instruments eligible for
inclusion in Tier 1 Capital (the "BIS Press Release"). The French
language version of the BIS Press Release is attached to the report
published annually by the SGCB entitled "Modalités de calcul du ratio
international de solvabilité".

Interest:
Interest will be payable annually in arrear on 4 February of each year
(each, an "Interest Payment Date"), commencing 4 February 2006 at
a rate per annum on the then Current Principal Amount of the Notes
equal to:


(a)
in respect of the period from 4 February 2005 (inclusive) until
4 February 2006 (exclusive) interest will be payable at 6.0%
per annum (30/360, following unadjusted, TARGET Business
Days); and

(b)
in respect of the period from 4 February 2006 (inclusive) to
any redemption date, interest will be payable at a rate per
annum which shall be the 10 year CMS Rate plus 0.025% per
annum. Irrespective of the above calculation, the interest shall
not be higher than 7.75% per annum (30/360, following
unadjusted, TARGET Business Days).
Payments of Interest:
Payment of interest on any Interest Payment Date will be compulsory
if such Interest Payment Date constitutes a Compulsory Interest
Payment Date


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


(a)
the Issuer has declared or paid a dividend (whether in cash,
shares or any other form but excluding a dividend paid in
newly issued shares), or more generally made a payment of any
nature, on any class of share capital or on other equity
securities issued by the Issuer, in each case to the extent
categorised as Tier 1 Capital, or on the T3CJ, or on Deeply
Subordinated Obligations or under any Support Agreement,
unless such payment on Deeply Subordinated Obligations or
under Support Agreements was required to be made as a result
of a dividend or other payment having been made on any class
of share capital or on other equity securities issued by the
Issuer; or
(b)
the Issuer has redeemed, repurchased or otherwise acquired
any class of its share capital or the T3CJ, by any means, with
4




the exception of repurchases of share capital for purposes of
making shares available to cover employee stock option, stock
attribution or stock purchase programmes, regularisation of the
Issuer's share price, investment activities or holding shares
with a view to their resale or exchange, particularly in
connection with external growth transactions or the issuance of
securities convertible into or exchangeable for the Issuer's
share capital; or
(c)
any subsidiary of the Issuer has declared or paid a dividend on
any Parity Securities, unless such dividend was required to be
paid as a result of a dividend or other payment having been
made on any class of share capital or on other equity securities
issued by the Issuer or on any other Parity Securities.
provided, however, that if a Supervisory Event occurred prior to such
Interest Payment Date and is continuing, such Interest Payment Date
shall only be a Compulsory Interest Payment Date if such Supervisory
Event had occurred prior to the relevant event described in sub-
paragraph (a), (b) or (c) above.

On any other Interest Payment Date (i.e. on any Optional Interest
Payment Date), the Issuer may, at its option, elect not to pay interest in
respect of the Notes accrued to that date. Any interest not paid on
such date shall be forfeited and no longer be due and payable by the
Issuer.


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

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

Loss Absorption Upon
The amount of Accrued Interest, if any, and thereafter, if necessary,
Supervisory Event:
the Current Principal Amount of the Notes may be reduced following a
Supervisory Event (unless the Issuer first completes a capital increase
or certain other transactions) as more fully described under "Terms
and Conditions of the Notes ­ Loss Absorption and Return to
Financial Health".

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

(a)
the risk-based consolidated capital ratio of the Issuer and its
consolidated subsidiaries, calculated in accordance with the
Applicable Banking Regulations, falls below the minimum
percentage required in accordance with Applicable Banking
Regulations; or
(b)
the notification by the SGCB to the Issuer that the SGCB has
determined, in its sole discretion, in view of the deteriorating
5




financial condition of the Issuer, that the foregoing
paragraph (a) of this definition would apply in the near term.
A Supervisory Event shall be deemed to occur pursuant to paragraph
(a) above on the date on which the Issuer publishes its annual or half
year results indicating that the risk-based consolidated capital ratio has
fallen below the relevant level, or on any such other date on which the
Issuer determines that such ratio has fallen below such level.

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

(a)
if the Supervisory Event occurred pursuant to paragraph (a) of
the definition of Supervisory Event, the risk-based
consolidated capital ratio of the Issuer and its consolidated
subsidiaries, calculated in accordance with the Applicable
Banking Regulations, complies with the minimum percentage
required in accordance with Applicable Banking Regulations;
or
(b)
if the Supervisory Event occurred pursuant to paragraph (b) of
the definition of Supervisory Event, the notification by the
SGCB to the Issuer that it has determined, in its sole discretion,
in view of the financial condition of the Issuer, that the
circumstances which resulted in the Supervisory Event have
ended.
An End of Supervisory Event shall be deemed to occur pursuant to
paragraph (a) above on the date on which the Issuer publishes its
annual or half year results indicating that the risk-based consolidated
capital ratio has been restored to the relevant level, or on any such
other date on which the Issuer determines that such ratio has been so
restored.

Return to Financial Health:
Return to Financial Health means a positive Consolidated Net Income
recorded for at least two consecutive financial years reported following
the End of Supervisory Event. The Current Principal Amount of the
Notes may be reinstated following a Return to Financial Health, to the
extent any such reinstatement does not trigger the occurrence of a
Supervisory Event.

Whether or not a Return to Financial Health has occurred, the Issuer
shall increase the Current Principal Amount of the Notes up to the
Original Principal Amount in certain circumstances, including
payment of dividends on share capital, redemption of the Notes or
liquidation of the Issuer.

Early Redemption:
The Notes may be redeemed (in whole but not in part) on 4 February
2015 and on any Interest Payment Date thereafter, at the option of the
Issuer. Any such redemption will be at the Original Principal Amount.


The Issuer will also have the right, and in certain circumstances the
obligation, to redeem the Notes at par at any time (in whole but not in
part) in case of imposition of withholding tax, in case of loss of
deductibility for corporate income tax purposes and in case of loss of
Tier 1 Capital status. Any such redemption will be at the Original
Principal Amount.


Any early redemption is subject to the prior approval of the SGCB.

6




Document Outline