Obligation Crédit Agricole SA 3.25% ( FR0010875880 ) en EUR

Crédit Agricole SA

100 % ⇌

France

FR0010875880 ( en EUR )

3.25% par an ( paiement annuel )

23/03/2017 - Obligation échue

Prospectus brochure de l'obligation Crédit Agricole FR0010875880 en EUR 3.25%, échue

50 000 EUR

1 680 000 000 EUR

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 FR0010875880, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/03/2017

Base Prospectus dated 18 April 2012
(duly licensed French credit institution)
35,000,000,000 COVERED BOND PROGRAM
for the issue of Obligations de Financement de l'Habitat
Under the Covered Bond Program described in this Base Prospectus (the "Program"), Crédit Agricole Home Loan SFH (the "Issuer"), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue covered bonds (obligations de financement de l'habitat) to be
governed either by French law, German law, New York law or Australian law (respectively, the "French law Covered Bonds", the "German law Covered
Bonds", the "New York law Covered Bonds" and the "Australian law Covered Bonds" and together, the "Covered Bonds") as, in the case of the French
law Covered Bonds and New York law Covered Bonds, is specified in the relevant Final Terms (as defined below). The Issuer is licensed as a société de
financement de l'habitat ("SFH") by the Autorité de contrôle prudentiel (the"ACP"). All Covered Bonds will benefit from the statutory priority in right of
payment over all the assets and revenues of the Issuer created by Article L. 515-19 of the French Monetary and Financial Code (Code monétaire et
financier) (the "Privilège"), as more fully described herein.
The aggregate nominal amount of the Covered Bonds outstanding will not at any time exceed 35,000,000,000 (or its equivalent in other currencies at the
date of issue).
Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of this Base Prospectus in its capacity as competent
authority in France pursuant to Article L. 621-8 of the French Code monétaire et financier which implements Directive 2003/71/EC dated 4 November 2003
(the "2003 Prospectus Directive"). Application may be made to Euronext Paris for the French law Covered Bonds and the New York law Covered Bonds
issued under the Program during a period of twelve (12) months after the date of this Base Prospectus to be listed and admitted to trading on the regulated
market of Euronext Paris. The regulated market of Euronext Paris is a regulated market for the purposes of Directive 2004/39/EC dated 21 April 2004 (each
such market being a "Regulated Market"). French law Covered Bonds and New York law Covered Bonds issued under the Program may also be unlisted
or listed and admitted to trading on any other market, including any other Regulated Market in any member state of the European Economic Area ("EEA").
The relevant final terms (a form of which is contained herein) in respect of the issue of any French law Covered Bonds or New York law Covered Bonds, as
the case may be, (the "Final Terms") will specify whether or not such Covered Bonds will be listed and admitted to trading on any market and, if so, the
relevant market. The German law Covered Bonds and the Australian law Covered Bonds will not be admitted to trading nor listed on any market or stock
exchange. Covered Bonds admitted to trading on a Regulated Market of the European Union in circumstances which require the publication of a prospectus
under the 2003 Prospectus Directive, as amended by Directive 2010/73/EU of 24 November 2010 (the "Prospectus Directive") shall have a minimum
denomination of 100,000 (or its equivalent in any other currency at the time of issue), or such higher amount as may be allowed or required by the relevant
monetary authority or any applicable laws or regulations.
The Covered Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") or any state
securities laws, and are being offered and sold outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") and, in the
case of the New York law Covered Bonds, in the United States only to "qualified institutional buyers" (as defined below) in reliance on, and as defined by,
Rule 144A under the Securities Act ("Rule 144A") and, in each case, in compliance with applicable securities laws. Prospective purchasers are hereby
notified that sellers of the Covered Bonds may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Covered Bonds will be issued on a continuous basis in series (each a "Series") having one or more issue dates and (except in respect of the first payment of
interest) on terms otherwise identical, the Covered Bonds of each Series being intended to be interchangeable with all other Covered Bonds of that Series.
Each Series may be issued in tranches (each a "Tranche") on different issue dates. The specific terms of each Series (which will be supplemented where
necessary with supplemental terms and conditions) will be set forth in the Final Terms.
Covered Bonds issued under the Program are expected on issue to be rated Aaa by Moody's Investors Service Ltd., AAA by Standard & Poor's Ratings
Services and AAA by Fitch Ratings (together, the "Rating Agencies"). The rating of the relevant Covered Bonds will be specified in the applicable Final
Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning
rating agency. As of the date of this Base Prospectus, each of the Rating Agencies is established in the European Union and registered under Regulation
(EU) No. 1060/2009, as amended.
This Base Prospectus and the documents incorporated by reference in this Base Prospectus will be available on the websites of the Issuer (www.credit-
agricole.com) and the AMF (www.amf-france.org).
See "Risk Factors" below for certain information relevant to an investment in the Covered Bonds to be issued under the Program.
In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the Règlement général of the Autorité des marchés
financiers (AMF), in particular Articles 212-31 to 212-33, the AMF has granted to this Base Prospectus its visa no. 12-171 on 18 April 2012. This
document may be used for the purposes of a financial transaction only if it is supplemented by final terms. It was prepared by the Issuer and its signatories
assume responsibility for it. In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted following an
examination by the AMF of "whether the document is complete and understandable, and whether the information it contains is consistent". It does not imply
that the AMF has verified the accounting and financial data set out herein. This visa has been granted subject to the publication of final terms in accordance
with Article 212-32 of the AMF's Règlement général, setting out the terms and conditions of the securities to be issued.
ARRANGERS
CRÉDIT AGRICOLE S.A.
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
CITIGROUP
PERMANENT DEALERS
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
CITIGROUP

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None of the Covered Bonds have been or will be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction in the United States. The Covered Bonds may include Covered Bonds in bearer form that are
subject to U.S. tax law requirements. Subject to certain exceptions, the Covered Bonds may not be offered
or sold or, in the case of bearer Covered Bonds, delivered within the United States or to, or for the account
or benefit of, United States persons as defined in the U.S. Internal Revenue Code of 1986, as amended.
The Covered Bonds are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S under the Securities Act ("Regulation S") and, in the case of the New York law Covered
Bonds, may be sold only in registered form within the United States to "Qualified Institutional Buyers"
(as defined below) in reliance on Rule 144A under the Securities Act ("Rule 144A"). Prospective
purchasers are hereby notified that sellers of Covered Bonds may be relying on the exemption from
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain
further restrictions on offers, sales and transfers of Covered Bonds and on the distribution of this Base
Prospectus, see "Transfer Restrictions" and "Plan of Distribution".
The Issuer has not registered as an investment company pursuant to the United States Investment
Company Act of 1940, as amended.
The Covered Bonds have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any State securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the Covered Bonds or the accuracy or adequacy of the Base Prospectus. Any representation to
the contrary is a criminal offence in the United States.
The Issuer is not a bank nor an authorised deposit-taking institution which is authorised under the
Banking Act 1959 of Australia ("Australian Banking Act"). No Covered Bonds will be obligations of the
Australian Government and, in particular, will not be guaranteed by the Commonwealth of Australia.
French law Covered Bonds may be issued either in dematerialised form ("Dematerialised Covered Bonds") or
in materialised form ("Materialised Covered Bonds") as more fully described herein.
Dematerialised Covered Bonds will at all times be in book entry form in compliance with Articles L. 211-3 et
seq. of the French Monetary and Financial Code (Code monétaire et financier). No physical documents of title
will be issued in respect of the Dematerialised Covered Bonds. Dematerialised Covered Bonds may, at the
option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear
France (acting as central depositary) which shall credit the accounts of the Account Holders (as defined in
"Terms and Conditions of the Covered Bonds - Form, Denomination, Title and Redenomination")
including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") or (ii) in registered form (au nominatif) and, in such a latter case, at the option of the relevant
Bondholder (as defined in "Terms and Conditions of the Covered Bonds - Definitions"), in either fully
registered form (au nominatif pur), in which case they will be inscribed in an account maintained by the Issuer or
by a registration agent (appointed in the relevant Final Terms) for the Issuer, or in administered registered form
(au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated
by the relevant Bondholder.
Materialised Covered Bonds will be in bearer materialised form only and may only be issued outside France,
Australia and the United States. A temporary global certificate in bearer form without interest coupons attached
(a "Temporary Global Certificate") will initially be issued in relation to Materialised Covered Bonds. Such
Temporary Global Certificate will subsequently be exchanged for definitive Materialised Covered Bonds with,
where applicable, coupons for interest or talons attached (the "Definitive Materialised Covered Bonds"), on or
after the fortieth (40th) day after the issue date of the Covered Bonds (subject to postponement as described in
"Temporary Global Certificates in respect of French law Covered Bonds which are Materialised Covered
Bonds") upon certification as to non-U.S. beneficial ownership as more fully described herein. Temporary
Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream,
Luxembourg, be deposited on the issue date with a common depositary for Euroclear and Clearstream,
Luxembourg, and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in
addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as
agreed between the Issuer and the relevant Dealer(s) (as defined below).
New York law Covered Bonds will be issued in the form of one or more fully registered global certificates,
without coupons, registered in the name of a nominee of The Depository Trust Company (together with any
successor, "DTC") and deposited with a custodian for DTC. Investors may hold a beneficial interest in New
York law Covered Bonds through Euroclear, Clearstream, Luxembourg or DTC directly as a participant in one
of those systems or indirectly through financial institutions that are participants in any of those systems. Owners
of beneficial interests in New York law Covered Bonds will not be entitled to receive certificates in their names

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evidencing their Covered Bonds and will not be considered the holder of any Covered Bonds under the Agency
Agreement (as defined below).
German law Covered Bonds will be issued in materialised registered form only.
Australian law Covered Bonds will be issued in dematerialised registered form only.

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This Base Prospectus (together with all supplements thereto from time to time), constitutes a base
prospectus for the purposes of Article 5.4 of the Prospectus Directive and contains all relevant
information concerning the Issuer which is necessary to enable investors to make an informed assessment
of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, as well as the
base terms and conditions of the French law Covered Bonds and the New York law Covered Bonds to be
issued under the Program. The terms and conditions applicable to each Tranche not contained herein
(including, without limitation, the aggregate nominal amount, the issue price, the redemption price
thereof, and interest, if any, payable thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue and will be set out in the relevant Final Terms.
This Base Prospectus is to be read and construed in conjunction with any document and/or information
which is incorporated herein by reference in accordance with Article 212-11 of the Règlement général of
the AMF implementing the 2003 Prospectus Directive in France and Article 28 of the European
Commission Regulation no. 809/2004 dated 29 April 2004 (see "Documents incorporated by Reference"
below), as well as in relation to any Tranche of Covered Bonds, with the relevant Final Terms. This Base
Prospectus (together with all supplements thereto from time to time) may only be used for the purposes
for which it has been published.
To the best of the Issuer's knowledge (having taken all reasonable care to ensure that such is the case), the
information relating to the Issuer contained or incorporated by reference in this Base Prospectus is in
accordance with the facts and contains no omission likely to affect its import. To the best of Crédit
Agricole S.A.'s knowledge (having taken all reasonable care to ensure that such is the case), the
information relating to Crédit Agricole S.A., the Crédit Agricole Entities and the Home Loans contained
or incorporated by reference in this Base Prospectus (together, the "CA Information") is in accordance
with the facts and contains no omission likely to affect its import. To the best of Crédit Agricole Corporate
and Investment Bank S.A.'s knowledge (having taken all reasonable care to ensure that such is the case),
the information relating to Crédit Agricole Corporate and Investment Bank S.A. contained or
incorporated by reference in this Base Prospectus (together, the "CACIB Information") is in accordance
with the facts and contains no omission likely to affect its import.
The Arrangers (other than Crédit Agricole S.A. in relation to the CA Information and Crédit Agricole
Corporate and Investment Bank in relation to the CACIB Information), the Dealers (other than Crédit
Agricole Corporate and Investment Bank in relation to the CACIB Information) and the Australian
Registrar have not separately verified the information contained or incorporated by reference in this Base
Prospectus. Neither any of the Arrangers (other than Crédit Agricole S.A. in relation to the CA
Information and Crédit Agricole Corporate and Investment Bank in relation to the CACIB Information)
nor any of the Dealers (other than Crédit Agricole Corporate and Investment Bank in relation to the
CACIB Information) makes any representation, express or implied, or accepts any responsibility, with
respect to the accuracy or completeness of any of the information contained or incorporated by reference
in this Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection
with the Program (including any information incorporated by reference therein) is intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by any of
the Issuer, the Arrangers, the Australian Registrar or the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Program should purchase the
Covered Bonds. Each prospective investor in the Covered Bonds should determine for itself the relevance
of the information contained or incorporated by reference in this Base Prospectus and its purchase of
Covered Bonds should be based upon such investigation as it deems necessary.
None of the Arrangers or the Australian Registrar nor any of the Dealers undertake to review the
financial or general condition of the Issuer during the life of the arrangements contemplated by this Base
Prospectus nor to advise any investor or prospective investor in the Covered Bonds of any information
that may come to the attention of the Dealers, the Australian Registrar or the Arrangers. None of the
Arrangers, the Dealers or the Australian Registrar, nor the Issuer make any representation to any
prospective investor on the Covered Bonds regarding the legality of its investment under any applicable
laws. Any prospective investor in the Covered Bonds should be able to bear the economic risk of an
investment in the Covered Bonds for an indefinite period of time.
No person is or has been authorised to give any information or to make any representation other than
those contained or incorporated by reference in this Base Prospectus in connection with the issue or sale
of the Covered Bonds and, if given or made, such information or representation must not be relied upon

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as having been authorised by the Issuer, the Australian Registrar, the Arrangers or the Dealers (as
defined in "Overview of the Program"). Neither the delivery of this Base Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change
in the affairs of the Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of the Issuer
since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or
that any other information supplied in connection with the Program is correct as of any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Covered Bonds in certain
jurisdictions may be restricted by law. The Issuer, the Australian Registrar, the Arrangers and the
Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Covered
Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the
Arrangers or the Dealers which is intended to permit a public offering of any Covered Bonds or
distribution of this Base Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Covered Bond may be offered or sold, directly or indirectly, and neither this Base
Prospectus nor any offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Base Prospectus or any Covered Bonds may come must inform themselves about, and
observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of
Covered Bonds. In particular, there are restrictions on the distribution of this Base Prospectus and the
offer or sale of Covered Bonds in the United States of America, Japan, the EEA (including France, Italy,
the Netherlands and the United Kingdom), Singapore, Hong Kong and Australia.
For a description of these and certain further restrictions on offers, sales and transfers of Covered Bonds
and on distribution of this Base Prospectus, see "Transfer Restrictions" and "Plan of Distribution".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arrangers or the Dealers to subscribe for, or purchase, any Covered Bonds.
In connection with the issue of any Tranche, the Dealers (if any) named as the stabilising manager(s) (the
"Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may, outside Australia and on a financial market operating outside Australia, over-allot
Covered Bonds or effect transactions with a view to supporting the market price of the Covered Bonds at
a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a 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 relevant Tranche is made and, if begun, may be ended at any time, but it must end no
later than the earlier of thirty (30) days after the issue date of the relevant Tranche and sixty (60) days
after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment shall be
conducted in accordance with all applicable laws and rules.
Prospective purchasers of Covered Bonds should ensure that they understand the nature of the relevant
Covered Bonds and the extent of their exposure to risks and that they consider the suitability of the
relevant Covered Bonds as an investment in the light of their own circumstances and financial condition.
Covered Bonds involve a high degree of risk and potential investors should be prepared to sustain a total
loss of the purchase price of their Covered Bonds. For more information, see "Risk Factors".
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "euro" and "EUR" are to the lawful currency of the Member States of the European Union that
have adopted the single currency in accordance with the Treaty establishing the European Community, as
amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, references
to "£", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom, references
to "$", "USD" and "U.S. Dollar" are to the lawful currency of the United States of America, references
to "¥", "JPY" and "Yen" are to the lawful currency of Japan, references to "CHF" and "Swiss Francs"
are to the lawful currency of Switzerland and references to "A$", "AUD" and "Australian Dollars" are to
the lawful currency of Australia. In this Base Prospectus, any references to "euro equivalent" means the
euro equivalent amount of the relevant amount denominated in the Specified Currency (as defined in

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Section "Terms and Conditions of the Covered Bonds"), provided that, if any Borrower Advance is
denominated in a Specified Currency and the Issuer and the Borrower have agreed in advance the foreign
exchange rate that will be applicable, either (i) in the Hedging Agreements entered into by the Issuer and
the Borrower in relation to the corresponding Covered Bond issue or (ii) in the final terms for the related
Borrower Advance, then the amount of Eligible Assets that will be required to be granted by the
Collateral Providers in accordance with the relevant terms of the Collateral Security Agreement, as
security for the repayment of such Borrower Advance and which shall secure the "euro equivalent"
amount of such Borrower Advance, shall be calculated using the above mentioned pre-agreed foreign
exchange rate.
CIRCULAR 230 DISCLOSURE
To ensure compliance with Treasury Department Circular 230, each U.S. Holder (as defined below) is
hereby notified that: (i) the following summary of U.S. federal income tax issues was not intended or
written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may
be imposed on the taxpayer under the U.S. federal income tax laws; (ii) the summary was written to
support the promotion or marketing (within the meaning of Circular 230) of the transactions or matters
addressed thereby; and (iii) the taxpayer should seek advice from its own tax advisor based on the
taxpayer's particular circumstances.
FOR NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, 1955 ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
So long as any of the registered Covered Bonds resold in the United States to Qualified Institutional
Buyers are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, and the
Issuer is not subject to and in compliance with Section 13 or 15(d) of the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder, the Issuer has undertaken to furnish to each holder or beneficial owner of Covered Bonds
resold in the United States to Qualified Institutional Buyers and to any prospective purchaser, any
information required to be delivered under Rule 144A(d)(4) under the Securities Act.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains forward-looking statements. Such statements can be generally identified by
the use of terms such as "anticipates", "believes", "could", "expects", "may", "plans", "should", "will"
and "would", or by comparable terms and the negatives of such terms. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described in the context of such forward-looking
statements in this Base Prospectus could cause actual results and developments to differ materially from
those expressed in or implied by such forward-looking statements. We have based forward-looking
statements on our current expectations and projections about future events. These forward-looking
statements are subject to risks, uncertainties and assumptions about the Issuer, Crédit Agricole S.A. or
the Crédit Agricole Group, including, among other things:

the risks inherent to banking activities including credit risks, market and liquidity risks,
operational risks and insurance risks;

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risks relating to volatile global market and weak economic conditions;

our ability and that of other companies within the Crédit Agricole Group to maintain high credit
ratings;

increased competition due to consolidation and new entrants;

lower revenue generated from brokerage and other commission- and fee-based businesses during
market downturns;

significant interest rate changes that could adversely affect the net banking income or
profitability of the Crédit Agricole Group;

substantial increase in new provisions or a shortfall in the level of previously recorded provisions
with respect to counterparty credit risk;

potential losses that may occur despite the hedging strategies implemented by the Crédit Agricole
Group;

the ability of the Crédit Agricole Group to attract and retain qualified employees;

the effects of measures taken to stabilize the global financial system and increase the flow of credit
to the economy and the supervisory and regulatory regimes (including tax regulation and
solvency requirements) in France and other jurisdictions in which the Crédit Agricole Group
operates;

the effects of the organizational structure of the Crédit Agricole Group;

the scope of the activities in various countries of the Crédit Agricole Group; and

other factors described under "Risk Factors".
SUPPLEMENT TO THE BASE PROSPECTUS
In connection with Covered Bonds admitted to trading on a Regulated Market, unless the Issuer does not
intend to issue Covered Bonds under the Program for the time being, if at any time during the duration of
the Program there is a significant change affecting any matter contained or incorporated by reference in
this Base Prospectus, including any modification of the terms and conditions or generally any significant
new factor, material mistake or inaccuracy relating to information, included in this Base Prospectus
which is capable of affecting the assessment of any Covered Bonds, which inclusion would reasonably be
required by investors, and would reasonably be expected by them to be found in this Base Prospectus, for
the purpose of making an informed assessment of the assets and liabilities, financial position, profits and
losses and prospects of the Issuer and the rights attaching to the Covered Bonds, the Issuer shall prepare a
supplement to the Base Prospectus in accordance with Article 16 of the Prospectus Directive and Article
212-25 of the AMF's Règlement général for use in connection with any subsequent offering of the Covered
Bonds, submit such supplement to the Base Prospectus to the AMF for approval and supply each Dealer,
Euronext Paris and the AMF with such number of copies of such supplement to the Base Prospectus as
may reasonably be requested.

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DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus shall be read and construed in conjunction with the following documents which have been
previously or simultaneously published and filed with the AMF and which are incorporated in, and shall be
deemed to form part of, this Base Prospectus:
-
Crédit Agricole Home Loan SFH "Rapport des Commissaires aux comptes sur les comptes annuels
(Exercice clos le 31 décembre 2011)" (in the French language) (the "2011 Statutory Auditors' Report"),
which contains the audited financial statements of the Issuer for the financial year ended
31 December 2011 (the "2011 Annual Accounts" and, together with the 2011 Statutory Auditors' Report,
the "2011 Financial Statements");
-
the free English translation of the 2011 Financial Statements;
-
Crédit Agricole Covered Bonds "Rapport des Commissaires aux comptes sur les comptes annuels
(Exercice clos le 31 décembre 2010)" (in the French language) (the "2010 Statutory Auditors' Report"),
which contains the audited financial statements of the Issuer for the financial year ended
31 December 2010 (the "2010 Annual Accounts" and, together with the 2010 Statutory Auditors' Report,
the "2010 Financial Statements");
-
the free English translation of the 2010 Financial Statements;
-
Crédit Agricole Covered Bonds "Rapport des Commissaires aux comptes sur les comptes annuels
(Exercice clos le 31 décembre 2009)" (in the French language) (the "2009 Statutory Auditors' Report"),
which contains the audited financial statements of the Issuer for the financial year ended
31 December 2009 (the "2009 Annual Accounts" and, together with the 2009 Statutory Auditors' Report,
the "2009 Financial Statements");
-
the free English translation of the 2009 Financial Statements;
-
Crédit Agricole S.A.'s document de référence in the French language for 2011 which was filed with the
AMF under number no. D.12-0160 on 15 March 2012 (the "2011 Registration Document"), containing
the audited non-consolidated and consolidated financial statements of Crédit Agricole S.A. as at, and for
the year ended, 31 December 2011 together with the statutory auditors' report thereon (the "CASA 2011
Financial Statements");
-
the free English translation of Crédit Agricole S.A.'s 2011 Registration Document, containing the CASA
2011 Financial Statements;
-
the sections entitled "Crédit Agricole S.A. Management Report for the Year 2010" on pages 141 to 244
and "Financial Statements" on pages 245 to 419 of the free English translation of the Crédit Agricole
S.A.'s 2010 Registration Document (document de référence), a French version of which was filed with the
AMF under no. D.11-0146 on 18 March 2011 (such document, the "2010 Registration Document");
-
the section entitled "Financial Statements" on pages 241 to 418 of the free English translation of the
Crédit Agricole S.A.'s 2009 Registration Document (document de référence), a French version of which
was filed with the AMF under no. D.10-0108 on 12 March 2010 (such document, the "2009 Registration
Document");
-
Groupe Crédit Agricole actualisation A.01 du document de référence 2011 (in the French language),
which was filed with the AMF under number no. D.12-0160-A01 on 27 March 2012 (the "2011 Crédit
Agricole Group Financial Review"), containing financial data for the Crédit Agricole Group as a whole
(including in particular the Regional Banks) as at, and for the year ended, 31 December 2011; and
-
The free English translation of the 2011 Crédit Agricole Group Financial Review.

9
Notwithstanding the foregoing, (A) the section relating to the registration of the Registration Document with the
AMF on page 1 of the 2011 Registration Document, the report of the Chairman of the Board of Directors on
preparation and organization of the Board's work and internal control procedures scheduled for presentation to
the Annual General Meeting of shareholders on 22 May 2012 on pages 80 to 106 of the 2011 Registration
Document, the report of statutory auditors on the report prepared by the Chairman of the Board of Directors of
Crédit Agricole S.A. on internal control procedures relating to the preparation and processing of financial and
accounting information on page 107 of the 2011 Registration Document, the section under the heading "Internal
Control" on page 172 of the 2011 Registration Document, the section under the heading "Documents on
Display" on page 457 of the 2011 Registration Document, sections 1 to 3 under the heading "Crédit Agricole
S.A. Publications" on pages 458 to 460 of the 2011 Registration Document, the special report of the statutory
auditors on related party agreements and commitments on pages 466 to 469 of the 2011 Registration Document,
the Cross-Reference table and notes under the table on pages 487 to 489 of the 2011 Registration Document, the
statement by the Chief Executive Officer, on page 485 of the 2011 Registration Document referring to the letter
received from the statutory auditors upon the completion of their work (lettre de fin de travaux), the inside cover
page of the 2011 Crédit Agricole Group Financial Review, the statement by the Chief Executive Officer on page
249 of the 2011 Crédit Agricole Group Financial Review referring to the lettre de fin de travaux of the statutory
auditors, as well as any statement made by the Chief Executive Officer referring to the lettre de fin de travaux,
shall not be deemed incorporated herein, and (B) any statement contained in the documents incorporated by
reference shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that
a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Base Prospectus. Notwithstanding anything set forth above, the information on pages
80 to 106 of the 2011 Registration Document (the substance of the report of the Chairman of the Board of
Directors on corporate governance and internal control, but not the Chairman's introduction or signature) is
incorporated by reference herein. Such information has been prepared in accordance with French laws and
regulations. This information and the Chairman's report from which it is extracted do not purport to be and are
not equivalent to a report on internal control over financial reporting of the type contemplated in the Sarbanes-
Oxley Act of 2002, which is not required by French laws and regulations.
Notwithstanding anything contained in this Base Prospectus to the contrary, except as indicated above, the 2010
Registration Document and the 2009 Registration Document shall not be deemed incorporated by reference in
the Base Prospectus.
All documents incorporated by reference in this Base Prospectus may be obtained, without charge on request, at
the principal office of the Issuer and the Principal Paying Agents set out at the end of this Base Prospectus during
normal business hours so long as any of the Covered Bonds are outstanding. The 2009 Financial Statements, the
2010 Financial Statements and the 2011 Financial Statements (together, the "Issuer Financial Statements") will
be published on the Covered Bonds section of the website of Crédit Agricole S.A. (http://www.credit-
agricole.com/en/Finance-and-Shareholders/Debt/Covered-Bonds). For the avoidance of doubt no information or
documents available at such website, other than the Financial Statements, shall be incorporated herein by
reference. The 2009 Registration Document, the 2010 Registration Document, the 2011 Registration Document,
their respective English translations will be published on the website of Crédit Agricole S.A. (http://www.credit-
agricole.com/en/Finance-and-Shareholders/Financial-reporting/Credit-Agricole-S.A.-financial-results). The 2011
Crédit Agricole Group Financial Review and its English transaction will be published on the website of Crédit
Agricole
S.A.
(http://www.credit-agricole.com/en/Finance-and-Shareholders/Financial-reporting/Credit-
Agricole-Group-Financial-statements). Unless otherwise explicitly incorporated by reference into this Base
Prospectus in accordance with the list above, the information contained in the websites of the Issuer or Crédit
Agricole S.A. shall not be deemed incorporated by reference herein.
The information incorporated by reference in this Base Prospectus shall be read in connection with the cross
reference list below. Any information not listed in the cross reference list but included in the documents
incorporated by reference is given for information purposes only.

10
Cross reference list
INFORMATION INCORPORATED BY
REFERENCE
REFERENCE
(Annex VII of the European Regulation
809/2004/EC)
8. FINANCIAL INFORMATION
CONCERNING THE ISSUER'S ASSETS
AND LIABILITIES, FINANCIAL
POSITION AND PROFITS AND LOSSES
8.2 Historical financial information
2011 Financial
2010 Financial
2009 Financial
Statements
Statements
Statements
Balance sheet (Bilan)
Pages 2 to 3 of the 2011
Pages 2 to 3 of
Pages 2 to 3 of
Annual Accounts
the 2010 Annual
the 2009 Annual
Accounts
Accounts
Profit and Loss Account (Compte de résultat)
Page 5 of the 2011
Page 5 of the
Page 5 of the
Annual Accounts
2010 Annual
2009 Annual
Accounts
Accounts
Notes (Annexes)
Pages 6 to 18 of the
Pages 6 to 16 of
Pages 6 to 16 of
2011 Annual Accounts
the 2010 Annual
the 2009 Annual
Accounts
Accounts
Statutory auditors' report relating to the
Pages 1 to 3 of the 2011
Pages 1 to 3 of
Pages 1 to 3 of
above (Rapport des commissaires aux
Statutory Auditors'
the 2010
the 2009
comptes)
Report
Statutory
Statutory
Auditors' Report
Auditors' Report
9. FINANCIAL INFORMATION
CONCERNING CRÉDIT AGRICOLE
S.A.
2011 Registration
Document
Income Statement for the year ended
Page 263
31 December 2011
Balance Sheet at 31 December 2011
Page 265
Statement of changes in equity between 1
Page 266
January 2010 and 31 December 2011
Statement of Cash flows for the year ended
Page 268
31 December 2011
Notes to the financial statements prepared in
Pages 270 to 382
accordance with International Financial
Reporting Standards as adopted by the
European Union
Statutory auditors' report on the consolidated
Pages 383 to 384
financial statements for the year ended
31 December 2011
Non-consolidated financial statements for the Pages 385 to 434
year ended 31 December 2011