Obligation Crédit Agricole SA 8.125% ( FR0010814418 ) en GBP

Société émettrice Crédit Agricole SA
Prix sur le marché 100 %  ▲ 
Pays  France
Code ISIN  FR0010814418 ( en GBP )
Coupon 8.125% par an ( paiement annuel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation Crédit Agricole FR0010814418 en GBP 8.125%, échue


Montant Minimal 50 000 GBP
Montant de l'émission 300 000 000 GBP
Description détaillée 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 GBP, avec le code ISIN FR0010814418, paye un coupon de 8.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle












Crédit Agricole S.A.

GBP 300,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes

Issue price: 100%

The GBP 300,000,000 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 26 October 2009 (the
"Issue Date") and bear interest at a fixed rate of 8.125 per cent per annum from and including the Issue Date to
but excluding 26 October 2019, payable annually in arrear on 26 October, beginning on 26 October 2010 and
ending on 26 October 2019. Thereafter the Notes will bear interest at a floating rate equal to the 3-month GBP
LIBOR Rate plus 6.146 per cent per annum, payable quarterly in arrear on 26 January, 26 April, 26 July and 26
October of each year, beginning on 26 January 2020, each such date being subject to adjustment as further
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 plus
accrued interest (in whole but not in part) on 26 October 2019 and on any Interest Payment Date thereafter. In
addition, the Notes may, in case of certain tax or regulatory events, be redeemed at par plus accrued interest 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 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 10 July 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 "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 will be entered on the Issue Date (inscrites en compte) in the books of Euroclear
France which will 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 LEAD MANAGERS

Barclays Capital
CALYON Crédit Agricole CIB
UBS Investment Bank

CO-LEAD MANAGERS

Lloyds TSB Corporate Markets
RBC Capital Markets


Prospectus dated 22 October 2009.








RESPONSIBILITY STATEMENT

The Issuer (whose registered office appears on page 46 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 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 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, CALYON (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 final terms of the
offer of the Notes is made and, if begun, may be ended at any time, but 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.

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TABLE OF CONTENTS

RESPONSIBILITY STATEMENT ..........................................................................................................................i
GENERAL DESCRIPTION.....................................................................................................................................1
RISK FACTORS .......................................................................................................................................................8
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................16
RECENT DEVELOPMENTS ................................................................................................................................22
TERMS AND CONDITIONS OF THE NOTES ..................................................................................................23
USE OF PROCEEDS ..............................................................................................................................................39
TAXATION .............................................................................................................................................................40
SUBSCRIPTION AND SALE ................................................................................................................................42
GENERAL INFORMATION.................................................................................................................................45



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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 30 June 2009, Crédit Agricole
S.A. had total consolidated assets of 1,605.4 billion, 43.7 billion in shareholders' equity (excluding minority
interests), 408.7 billion in customer deposits (excluding repurchase agreements and insurance accounts) and
775.5 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 (the "Regional Banks") 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 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 30 June 2009, there were 39 Regional Banks
including the Caisse Régionale of Corsica (wholly-owned by Crédit Agricole S.A.) and 38 Regional Banks that
are 25%-owned by Crédit Agricole S.A.

Crédit Agricole S.A. acts as the central bank of the "Crédit Agricole Group" (which comprises Crédit
Agricole S.A., the Regional Banks, the Local Credit Cooperatives (Caisses Locales) and their consolidated
subsidiaries), 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 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. is active in retail banking through two French 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 wholly-owned Caisse Régionale of Corsica, which has been fully consolidated since 1
January 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 specialised financial services segment includes consumer credit and specialised
financing to businesses in the form of factoring and lease finance. The corporate and investment banking
segment of the "Crédit Agricole S.A. Group" (which comprises Crédit Agricole S.A. and its consolidated
subsidiaries) conducts both financing activities and capital markets and investment banking activities. Through
its asset management, insurance and private banking segments, 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, Monaco, Brazil, Miami (USA) and Spain. The Crédit Agricole S.A. Group's
international retail banking segment reflects its international expansion through acquisitions in Europe (in
particular, in Italy, Greece, Serbia, Ukraine and Poland), a presence in the Middle East and Latin America, and
alliances and participations in Portugal.


Capital Adequacy Ratios

The capital adequacy ratios of the Crédit Agricole Group and of the Crédit Agricole S.A. Group as of
31 December 2008, 1 January 2009 and 30 June 2009 are presented in the following table. The figures as of 1
January 2009 are based on the implementation of the new regulatory floor on the level of the RWA of 80% of
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the Basel I RWA, applicable in 2009, in order to provide a basis of comparison with the figures as of 30 June
2009. The figures as of 31 December 2008 are computed based on the 90% floor applicable in 2008.


31 December 2008
1 January 2009
30 June 2009
Crédit Agricole S.A. Group



Solvency Ratio
9.4%
9.9%
10.0%
Tier 1 Ratio
8.6%
9.1%
9.2%




Crédit Agricole Group



Solvency Ratio
9.9%
11.2%
10.8%
Tier 1 Ratio
8.4%
9.4%
9.3%







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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:
GBP 300,000,000 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").

Joint Lead Managers:
Barclays Bank PLC, CALYON and UBS Limited


Principal Amount:
GBP 300,000,000

Issue Price:
100 per cent.

Fiscal Agent, Principal

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

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.

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 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

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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 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. 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").

Interest:
Interest will be payable on the following dates:

(i)
in respect of the period from and including 26 October 2009
(the "Issue Date") up to but excluding 26 October 2019, at a
rate per annum of 8.125 per cent payable annually in arrear
on 26 October of each year, commencing on 26 October
2010 and ending on 26 October 2019; and

(ii)
in respect of the period from and including 26 October 2019,
quarterly in arrear on 26 January, 26 April, 26 July and 26
October, commencing on 26 January 2020 (each such date
subject to adjustment as further described herein) , at a rate
per annum equal to the GBP LIBOR 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 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

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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,
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 financial condition of the Issuer, that the
foregoing paragraph (a) of this definition would apply in

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Document Outline