Obligation Crédit Agricole SA 5.136% ( FR0010291997 ) en GBP

Crédit Agricole SA

100 % ▼

France

FR0010291997 ( en GBP )

5.136% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Crédit Agricole S.A FR0010291997 en GBP 5.136%, échue

50 000 GBP

500 000 000 GBP

Crédit Agricole S.A. est une banque coopérative française, cotée en bourse, qui opère à travers un réseau de banques régionales et propose une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Crédit Agricole SA ( France ) , en GBP, avec le code ISIN FR0010291997, paye un coupon de 5.136% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS

Crédit Agricole S.A.

500,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes

Issue price: 100%

The 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 5.136 per cent per annum
from and including 24 February 2006 to but excluding 24 February 2016, payable annually in arrear beginning on 24
February 2007. Thereafter, the Notes will bear interest at a floating rate per annum equal to 3-month LIBOR GBP plus
1.575 per cent per annum, payable quarterly in arrear on 24 February, 24 May, 24 August and 24 November of each year,
beginning 24 May 2016.

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 ("SGCB"), be redeemed at par (in whole but not in part) on
24 February 2016 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")

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

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 "Risk Factors" 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") and 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 (inscrites en compte) in the books of Euroclear France which
shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination
and Title" below).

The Notes will be issued in bearer form in the denomination of 50,000 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 Prospectus 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 INVESTMENT BANK
ABN
AMRO
Sole Structuring Adviser
MERRILL LYNCH INTERNATIONAL

CO- LEAD MANAGERS
FORTIS BANK N.V.-S.A.
KBC INTERNATIONAL GROUP
LA CAIXA

Prospectus dated 22 February 2006

RESPONSIBILITY STATEMENT

The Issuer (whose registered office appears on page 34 of this document) accepts responsibility for the
information contained (or incorporated by reference) in this Prospectus. The Issuer, having taken all reasonable care
to ensure that such is the case, confirms that the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import.

i

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

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

This Prospectus has been prepared by the Issuer for use by the Managers in making offers and sales of the
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 it 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, except in accordance with Regulation S under the
Securities Act.

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 PROSPECTUS 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 Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Managers or
any affiliate of any of them to subscribe for or purchase, any Notes in any jurisdiction by any person to whom it is
unlawful to make such an offer or invitation in such jurisdiction. This Prospectus may only be used for the
purposes for which it has been published.

This Prospectus 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 Prospectus or any of its contents.

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

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

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TABLE OF CONTENTS

Page
Responsibility Statement................................................................................................ i
General Description........................................................................................................................................
1
Risk
7
Factors.................................................................................................................
Documents Incorporated by Reference ..........................................................................................................
9
Terms and Conditions of the Notes ................................................................................................................
13
Use of Proceeds..............................................................................................................................................
28
Taxation.. .......................................................................................................................................................
29
Subscription and Sale .....................................................................................................................................
31
General Information .......................................................................................................................................
33

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GENERAL DESCRIPTION
The following overview is qualified in its entirety by the remainder of this Prospectus.

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 30 September 2005, Crédit
Agricole S.A. had total assets of 1082.8 billion, 416 billion in funds under management and 29.4 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 a group of regional banks known as 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 41 regional banks that operate the French retail network of the Crédit Agricole Group.

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 operates two French retail banking segments. The first consists of the Caisses
Régionales, which are 25% owned by Crédit Agricole S.A.. The second consists of the LCL (Crédit Lyonnais)
retail banking network. The two networks offer consumer credit, leasing, payment and factoring services. 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.

Solvency Ratios

Crédit Agricole S.A.'s international solvency ratio as of 30 September 2005 was 8.2%, including a
Tier 1 ratio of 7.8%.
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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:
GBP 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 SGCB. The initial
principal amount of the Notes could exceed those limits at the time the
Notes are issued.
Joint Lead Managers:
CALYON, ABN AMRO Bank N.V. and Merrill Lynch International.
Principal Amount:
GBP 500,000,000
Issue Price:
100 per cent.

Fiscal Agent , Principal
CACEIS Corporate Trust S.A.
Paying Agent and Calculation
Agent:

Paying Agent in
CACEIS Bank Luxembourg
Luxembourg:

Denomination:
GBP 50,000

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

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

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

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

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.

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
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may consist of hybrid securities in accordance with Applicable
Banking Regulations. Fonds propres de base ("Tier 1 Capital") shall
have the meaning given to it in Article 2 of Règlement n° 90-02 dated
23 February 1990, as amended, of the Comité de 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 on the following dates (each, an "Interest
Payment Date"):

(a)
in respect of the period from and including 24 February 2006
(the "Issue Date") up to but excluding 24 February 2016, at a
rate per annum of 5.136 per cent payable annually in arrear
commencing on 24 February 2007; and

(b)
in respect of the period from and including 24 February 2016,
quarterly in arrear on 24 February, 24 May, 24 August and 24
November of each year, commencing on 24 May 2016, at a
rate per annum equal to three-month LIBOR GBP plus 1.575
per cent per annum.
Payments of Interest:
The payment of interest will be mandatory on a Compulsory Interest
Payment Date (as defined below). Interest in respect of the Notes on
any other Interest Payment Date ( an "Optional Interest Payment
Date") may be forfeited under the circumstances described herein.

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

(a)
the Issuer has declared or paid a dividend (whether in cash,
shares or any other form but excluding a dividend paid in
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, or on the T3CJ, or on Deeply
Subordinated Obligations or under any Support Agreement, in
each case to the extent categorised as Tier 1 Capital, unless
such payment on Deeply Subordinated Obligations or under
Support Agreements was required to be made as a result of a
dividend or other payment having been made on any class of
share capital or on other equity or parity 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
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
3

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 qualifying
as consolidated Tier 1 Capital of the Issuer.
provided, however, that if a Supervisory Event occurred prior to such
Interest Payment Date and is continuing, such Interest Payment Date
shall only be a Compulsory Interest Payment Date if such Supervisory
Event had occurred prior to the relevant event described in sub-
paragraph (a), (b) or (c) above.

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

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

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

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

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

(a) the total risk-based consolidated capital ratio of the Issuer,
calculated in accordance with the Applicable Banking
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
4

deteriorating 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 determines that the total risk-
based consolidated capital ratio has fallen below the relevant 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 total risk-based
consolidated capital ratio of the Issuer, 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 determines that
the total risk-based consolidated capital ratio has been restored to the
relevant level.

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 24 February
2016 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 (except as a result of the application of the limits
on the portion of Issuer's Tier 1 Capital that may consist of hybrid
securities in accordance with Applicable Banking Regulations). Any
such redemption will be at a price equal to the greater of (i) the Base
Redemption Price, or (ii) the Make-Whole Amount.

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

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