Obligation Crédit Agricole SA 7.589% ( FR0010575654 ) en GBP

Crédit Agricole SA

100 % ▼

France

FR0010575654 ( en GBP )

7.589% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Crédit Agricole S.A FR0010575654 en GBP 7.589%, échue

50 000 GBP

400 000 000 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 FR0010575654, paye un coupon de 7.589% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Crédit Agricole S.A.

GBP 400,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes

Issue price: 100%

The GBP 400,000,000 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 on January 30, 2008 (the "Issue Date") and will bear
interest at a fixed rate of 7.589 per cent per annum from and including the Issue Date to but excluding January 30, 2020,
payable annually in arrear, beginning on January 30, 2009. Thereafter the Notes will bear interest at a floating rate per
annum equal to 3-month LIBOR GBP plus 3.55 per cent per annum, payable quarterly in arrear on or about January 30,
April 30, July 30 and October 30 of each year, beginning on or about April 30, 2020 (each, an "Interest Payment Date') as
more fully described herein.

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 accrued may also be reduced and forfeited if the Issuer's consolidated regulatory capital falls below required levels
and in certain other circumstances. (See "Terms and Conditions of the Notes Interest and Interest Suspension")

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
January 30, 2020 and on any Interest Payment Date thereafter. In addition, the Notes may, in case of certain tax or
regulatory events, be redeemed at other times (in whole but not in part), subject to the prior approval of the SGCB. (See
"Terms and Conditions of the Notes Redemption and Purchase"). The principal amount of each Note may be written down
to a minimum amount of one pence if the Issuer's consolidated regulatory capital falls below required levels, subject to
reinstatement 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 July 10, 2005, for the purpose of approving this Prospectus. Application has been made for the
Notes to be listed on the official list of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") and to be
traded 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").

The Notes have been assigned a rating of "A" by Standard & Poor's Ratings Services, a division of the McGraw-Hill
Companies, Inc., "Aa3" 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"), Clearstream
Banking, société anonyme ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V., ("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 dematerialised bearer form in the denomination of GBP 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 BOOK-RUNNING MANAGERS

Barclays Capital
CALYON Crédit Agricole CIB
JPMorgan

Prospectus dated January 28, 2008

RESPONSIBILITY STATEMENT

The Issuer (whose registered office appears on page 37 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 the listing of 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 in "Subscription and Sale" 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 the 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.

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 herein to "GBP" and "Sterling"
are to the lawful currency of the United Kingdom.

In connection with the issue of the Notes, Barclays Bank PLC (the "Stabilising Manager") (or persons acting
on behalf of the Stabilising Manager) may over allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the 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 Notes and 60 days after the date of the allotment of the Notes. Any stabilisation
action or over-allotment shall be conducted in accordance with applicable laws and rules.

ii

TABLE OF CONTENTS

Page
Responsibility Statement................................................................................................ i
General Overview ..........................................................................................................................................
1
Risk Factors..............................................................................................................
7
Documents Incorporated by Reference ..........................................................................................................
9
Recent Developments.....................................................................................................................................
13
Terms and Conditions of the Notes ................................................................................................................
15
Use of Proceeds..............................................................................................................................................
31
Taxation.. .......................................................................................................................................................
32
Subscription and Sale .....................................................................................................................................
34
General Information .......................................................................................................................................
36

iii

GENERAL OVERVIEW

The following overview is qualified in its entirety by the remainder of this Prospectus including all
information incorporated by reference herein.

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 at June 30, 2007, Crédit Agricole
S.A. had total consolidated assets of 1,391.9 billion, 41.9 billion in shareholders' equity (excluding minority
interests), 308.5 billion in French retail customer deposits (excluding certificates of deposits) and 617 billion
in assets under management (excluding Italy).

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 privatised CNCA in a
mutualisation process, transferring most of its interest in CNCA to the Caisses Régionales. In 2001, Crédit
Agricole S.A.'s shareholders voted to list Crédit Agricole S.A. on Euronext. After the process of a merger
implemented in 1987, the number of Caisses Régionales (the "Regional Banks") fell from 94 to 41 as at 2006
year-end. In May 2007, four of the Regional Banks merged. As a result, there are now 39 Regional Banks.
Crédit Agricole S.A. holds 25% interests in 38 of 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
specialised subsidiaries, designs and manages financial products that are distributed primarily by the Regional
Banks and Crédit Lyonnais (now LCL). 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 rated Regional Banks and
Crédit Agricole S.A. are identical.

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

Crédit Agricole S.A.'s specialised financial services segment 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 acquisitions in Europe (in particular in Greece, Italy and Poland), a presence in Africa, and alliances
and participations in Portugal.

Capital Adequacy Ratios

Crédit Agricole Group's capital adequacy ratio as of September 30, 2007 was 9.9 per cent, including a
Tier 1 ratio of 7.5 per cent. Credit Agricole S.A.'s capital adequacy ratio for the same period was 8.9 per cent,
including a Tier 1 ratio of 8.2 per cent.

1

The Notes

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" below.

Issuer:
Crédit Agricole S.A.

Description:
GBP 400,000,000 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.

Managers:
Barclays Bank PLC, CALYON and J.P. Morgan Securities Ltd.

Principal Amount:
GBP 400,000,000.

Issue Price:
100 per cent.

Fiscal Agent, Principal

Paying Agent and Calculation CACEIS Corporate Trust S.A.
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
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.

In the event of liquidation of the Issuer, 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.

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
2

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 (the "Hybrid Securities Limit") as interpreted
by the SGCB. The initial principal amount of the Notes could exceed
this limit 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 February 23, 1990, as amended, of the
Comité de la Réglementation Bancaire et Financière (the "CRBF
Regulation") or otherwise recognised as fonds propres de base. The
CRBF Regulation should be read in conjunction with the press release
of the Bank for International Settlements dated October 27, 1998
concerning instruments eligible for inclusion in Tier 1 Capital (the
"BIS Press Release").

Interest:
Interest will be payable on the following dates:

(i)
in respect of the period from and including January 30, 2008
(the "Issue Date") up to but excluding January 30, 2020, at a
rate per annum of 7.589 per cent payable annually in arrear
on January 30 of each year, commencing on or about January
30, 2009; and

(ii)
in respect of the period from and including January 30, 2020,
quarterly in arrear on January 30, April 30, July 30, and
October 30, commencing on April 30, 2020, subject to
adjustment in accordance with the business day convention,
as described more fully in Condition 4 below, at a rate per
annum equal to the LIBOR GBP Rate plus the Margin.

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
additional 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 securities, or on any Deeply
Subordinated Obligations issued by the Issuer, or on any Parity
Securities; 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
3

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,
or on any Deeply Subordinated Obligations, 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 Interest Payment Date which is not a Compulsory Interest
Payment Date (i.e. an 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 Supervisory 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
4

has determined, in its sole discretion, in view of the
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 January 30,
2020 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 Hybrid
Securities Limit), the Issuer will have the right to redeem the Notes at
any time (in whole but not in part) up to and including the First Call
Date at a price equal to the greater of (i) the Base Redemption Price
and (ii) the Make-Whole Amount.

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

5