Obligation Crédit Agricole SA 10.755% ( FR0010670422 ) en EUR

Crédit Agricole SA

100 % ⇌

France

FR0010670422 ( en EUR )

10.755% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Credit Agricole FR0010670422 en EUR 10.755%, échéance Perpétuelle

30/09/2025 ( Dans 69 jours )

Crédit Agricole est un groupe bancaire coopératif français, présent à l'international, structuré autour de caisses régionales et proposant une large gamme de services financiers.

L'Obligation émise par Crédit Agricole SA ( France ) , en EUR, avec le code ISIN FR0010670422, paye un coupon de 10.755% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Crédit Agricole S.A.

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

Issue price: 100%

The EUR 500,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes (the "Notes") of
Crédit Agricole S.A. (the "Issuer") were issued on September 30, 2008 (the "Issue Date") and bear interest at a
fixed rate of 10.653 per cent per annum from and including the Issue Date to but excluding September 30, 2018,
payable annually in arrear, beginning on September 30, 2009. Thereafter the Notes will bear interest at a
floating rate per annum equal to three-month EURIBOR plus 6.80 per cent per annum, payable quarterly in
arrear on March 31, June 30, September 30 and December 31 of each year, beginning on December 31, 2018.

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 September 30, 2018 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. The principal amount of each Note 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 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"). This Prospectus has been prepared solely in connection with
such application for listing and admission to trading, and not in connection with any offer of the Notes, which
were offered and sold on the Issue Date in a transaction not requiring a prospectus in accordance with the
Prospectus Directive.

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 "A+" 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 were entered on the Issue Date (inscrites en compte) in the books of Euroclear
France which credited the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes -
Form, Denomination and Title" below).

The Notes were issued in dematerialised 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.

LEAD MANAGER

CALYON Crédit Agricole CIB

Prospectus dated October 13, 2008. The Prospectus constitutes a prospectus for the purpose of Article 5.4
of the Prospectus Directive.

RESPONSIBILITY STATEMENT

The Issuer (whose registered office appears on page 39 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.

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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 Official List of 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. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities. The
delivery of this Prospectus shall not 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 does not constitute an offer of, or an invitation by or on behalf of the Issuer or any of its
affiliates to 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 to inform
themselves about and to observe any such selling restrictions.

References herein to ``EUR", "euro'' and ``'' are to the single currency introduced at the start of the third
stage of European Economic and Monetary Union of January 1, 1999.

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TABLE OF CONTENTS

Page
Responsibility Statement................................................................................................
i
General Description........................................................................................................................................
1
Risk Factors..............................................................................................................
8
Documents Incorporated by Reference ..........................................................................................................
10
Recent Developments...................................................................................................
15
Terms and Conditions of the Notes ................................................................................................................
16
Use of Proceeds.. ...........................................................................................................................................
32
Taxation.. .......................................................................................................................................................
33
Subscription....................................................................................................................................................
37
General Information .......................................................................................................................................
38

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GENERAL DESCRIPTION

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 December 31, 2007, Crédit
Agricole S.A. had total consolidated assets of 1,414.2 billion, 40.7 billion in shareholders' equity (excluding
minority interests), 368.5 billion in customer deposits (excluding repurchase agreements and insurance
accounts) and 614 billion in assets under management.

Crédit Agricole S.A., formerly known as the Caisse Nationale de Crédit Agricole ("CNCA"), was created
by public decree in 1920 to distribute advances to and monitor a group of regional mutual banks known as the
"Caisses Régionales" (or "Regional Banks") on behalf of the French State. In 1988, the French State privatized
CNCA in a mutualization process, transferring most of its interest in CNCA to the Regional Banks. In 2001,
Crédit Agricole S.A. was listed on Euronext Paris. At the time of the listing, Crédit Agricole S.A. acquired
25% interests in all Regional Banks except the Caisse Régionale of Corsica (Crédit Agricole S.A. acquired
100% of the Caisse Régionale of Corsica in 2008). As of June 30, 2008, there were 39 Regional Banks
including the Caisse Régionale of Corsica (wholly-owned by Crédit Agricole S.A.) and 38 Regional Banks in
which Crédit Agricole S.A. holds 25% interests.

Crédit Agricole S.A. acts as the central bank of the Crédit Agricole Group, coordinates its sales and
marketing strategy, ensures the liquidity and solvency of each of the entities in the Crédit Agricole Network
(which is defined by law to include primarily the Regional Banks and their subsidiaries) and, through its
specialized subsidiaries, designs and manages financial products that are distributed primarily by the Regional
Banks and LCL (formerly Crédit Lyonnais). 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 networks. The first consists of the Regional
Banks, 38 of which are 25%-owned by Crédit Agricole S.A. (through equity accounted, non-voting shares) and
one, the Caisse Régionale of Corsica, which was fully consolidated as of January 1, 2008. The second consists
of the LCL retail banking network, which is fully consolidated. In addition to retail banking services, the two
networks offer products furnished by Crédit Agricole S.A.'s fully consolidated subsidiaries in life and non-life
insurance, asset management, consumer credit, leasing, payment and factoring services.

Crédit Agricole S.A.'s specialized financial services segment includes consumer credit and specialized
financing to businesses in the form of factoring and lease finance. The Crédit Agricole S.A. 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 Crédit Agricole S.A.
Group is a leading mutual fund manager and insurance provider in France and offers private banking services in
France, Switzerland, Luxembourg and Monaco. The Crédit Agricole S.A. 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 consolidated capital adequacy ratio as of December 31, 2007 was 9.6 per cent,
including a Tier 1 ratio of 7.4 per cent. Crédit Agricole S.A.'s consolidated capital adequacy ratio for the same
period was 8.6 per cent, including a Tier 1 ratio of 8.1 per cent.

As of June 30, 2008, Crédit Agricole Group's consolidated capital adequacy ratio was 10 per cent,
including a Tier 1 ratio of 8.3 per cent. Crédit Agricole S.A.'s consolidated capital adequacy ratio for the same
period was 9.6 per cent, including a Tier 1 ratio of 8.9 per cent. Since January 1, 2008, the capital adequacy
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ratios are calculated pursuant to the European Capital Requirements Directive (Basel II). The June 30, 2008
ratios take into account the rights issue that was suscribed in June 2008 with a settlement date of July 7, 2008.

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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".

Issuer:
Crédit Agricole S.A.

Description:
EUR 500,000,000 Undated Deeply Subordinated Fixed to Floating
Rate Notes, the proceeds of which 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 as interpreted by the Secrétariat général de la
Commission bancaire (the "SGCB").

Subscription
The Notes were fully subscribed on their Issue Date (as defined below)
in a private placement exempt from the prospectus requirements of the
Prospectus Directive. This Prospectus is being prepared solely in
connection with the application for the listing of the Notes on the
Luxembourg Stock Exchange and the admission of the Notes for
trading on the EU regulated market of the Luxembourg Stock
Exchange.
Lead Manager:
CALYON

Principal Amount:
EUR 500,000,000

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:
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

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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 net 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 (the "Hybrid Securities Limit") as
interpreted by the SGCB. 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 September 30,
2008 (the "Issue Date") up to but excluding September 30,
2018, at a rate per annum of 10.653 per cent payable
annually in arrear on September 30 of each year,
commencing on September 30, 2009; and

(ii)
in respect of the period from and including September 30,
2018, quarterly in arrear on March 31, June 30, September
30 and December 31, commencing on December 31, 2018, at
a rate per annum equal to three-month EURIBOR plus 6.80
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
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

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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, 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 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,

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