Obligation Crédit Agricole SA 5.875% ( XS0432092137 ) en EUR

Crédit Agricole SA

100 % ⇌

France

XS0432092137 ( en EUR )

5.875% par an ( paiement annuel )

11/06/2019 - Obligation échue

Prospectus brochure de l'obligation Crédit Agricole XS0432092137 en EUR 5.875%, échue

50 000 EUR

1 250 000 000 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 XS0432092137, paye un coupon de 5.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/06/2019

Final Terms dated 18 December 2009

Crédit Agricole S.A.
Euro 75,000,000,000
Euro Medium Term Note Programme
Series No: 302
Tranche No: 2

Issue of 250,000,000 Dated Subordinated Fixed Rate Lower Tier 2 Notes due 2019
to be consolidated and form a single Series with the
1,000,000,000 Dated Subordinated Fixed Rate Lower Tier 2 Notes due 2019 issued as
Tranche 1 (the "Original Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")

LEAD MANAGER
CALYON

CO-LEAD MANAGERS
DANSKE BANK AND DEXIA CAPITAL MARKETS
Part A -- Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Base Prospectus dated 13 June 2008 and the supplements to the
Base Prospectus dated 11 July 2008, 2 September 2008, 16 September 2008, 16 October 2008,
19 November 2008, 28 January 2009, 12 March 2009, 1 April 2009, 27 May 2009 and 2 June
2009. This document constitutes the Final Terms of the Notes described herein for the purposes of
Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and
must be read in conjunction with the Base Prospectus dated 19 June 2009, the supplement no. 1
to the Base Prospectus dated 7 September 2009 and the supplement no. 2 dated 11 December
2009 which together constitute a base prospectus for the purposes of the Prospectus Directive,
save in respect of the Conditions which are extracted from the Base Prospectus dated 13 June
2008 and the supplements to the Base Prospectus dated 11 July 2008, 2 September 2008,
16 September 2008, 16 October 2008, 19 November 2008, 28 January 2009, 12 March 2009, 1
April 2009, 27 May 2009 and 2 June 2009 and are attached hereto. Full information on the Issuer
and the offer of the Notes is only available on the basis of the combination of these Final Terms,
the Conditions and the Base Prospectus dated 19 June 2009, the supplement no. 1 to the Base
Prospectus dated 7 September 2009 and the supplement no. 2 dated 11 December 2009. The
Base Prospectus and the supplements to the Base Prospectus are available for viewing on the
website of the Luxembourg Stock Exchange (www.bourse.lu).

1

1 Issuer:
Crédit Agricole S.A.
2

(i) Series
Number:
302
(ii) Tranche
Number:
2
The Notes will be consolidated, form a single
series and shall be fungible and
interchangeable for trading purposes with the
Original Notes, upon certification as to non-
US beneficial ownership expected to occur
on or around 1 February 2010 (the
"Exchange Date").
3
Specified Currency or Currencies:
Euro ("")
4 Aggregate
Nominal
Amount:

(i) Series:
1,250,000,000
(ii) Tranche:
250,000,000
5 Issue
Price:
109.252 per cent. of the Aggregate Nominal
Amount of this Tranche 2, plus an amount of
7,806,506.85 corresponding to accrued
interest from and including the Interest
Commencement Date to but excluding the
Issue Date (194 days).
6 Specified
Denominations:

(i) Specified Denomination(s):
50,000
(ii) Calculation Amount:
50,000
7

(i)
Issue Date:
22 December 2009
(ii)
Interest Commencement Date:
11 June 2009
8 Maturity
Date:
11 June 2019
9 Interest
Basis:
5.875 per cent. Fixed Rate
(further particulars specified in paragraph 15
below)
10 Redemption/Payment
Basis:
Redemption at par
11 Change of Interest or
Not applicable
Redemption/Payment Basis:
12 Put/Call
Options:
Not Applicable
13

(i)
Status of the Notes:
Dated Subordinated Notes. The Notes
2

constitute obligations under French Law.
As provided by Condition 3(b), the Notes,
which constitute obligations under French
law, and the Coupons relating thereto,
constitute direct, unsecured subordinated
obligations of the Issuer and rank pari passu
and without any preference among
themselves and rateably with all other
present or future unsecured subordinated
obligations of the Issuer with the exception of
the prêts participatifs granted to the Issuer,
the titres participatifs issued by the Issuer,
and any other subordinated obligations of the
Issuer ranking junior to such prêts
participatifs and titres participatifs (including
titres subordonnés de dernier rang).
If any judgment is rendered by any
competent court declaring the judicial
liquidation (liquidation judiciaire) of the Issuer
or if the Issuer is liquidated for any other
reason, the payment obligation of the Issuer
under the Notes and the Coupons relating
thereto, shall be subordinated to the payment
in full of the unsubordinated creditors of the
Issuer and, subject to such payment in full,
the holders of the Notes will be paid in
priority to any prêts participatifs granted to
the Issuer, any titres participatifs issued by
the Issuer and any other subordinated
obligations of the Issuer ranking junior to
such prêts participatifs and titres participatifs
(including titres subordonnés de dernier
rang).
In the event of incomplete payment of
unsubordinated creditors on the liquidation
judiciaire of the Issuer, the obligations of the
Issuer in connection with the Notes and the
Coupons relating thereto, will be terminated
by operation of the law.
It is the intention of the Issuer that the Notes
shall, for supervisory purposes, be treated as
supplementary capital (fonds propres
complémentaires) within the meaning of
Article
4(d) of the Comité de la
Réglementation Bancaire et Financière
Regulation N° 90-02 of 23 February 1990 as
amended ("Lower Tier 2 Capital") but that
the obligations of the Issuer and the rights of
3

the Noteholders under the Notes or the
Coupons shall not be affected if the Notes no
longer qualify as supplementary capital.
(ii)
Dates of the corporate
Resolution of the Board of Directors of the
authorisations for issuance of the Notes: Issuer dated 13 May 2009 and décision
d'émission dated 18 December 2009
14 Method of distribution:
Syndicated
Provisions Relating to Interest (if any) Payable
15 Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
5.875 per cent. per annum payable annually
in arrear
(ii)
Interest Payment Date(s):
11 June in each year commencing on 11
June 2010
(iii) Fixed
Coupon
Amount(s):
2,937.50 per Calculation Amount
(iv) Broken
Amount(s):
Not Applicable
(v)
Day Count Fraction:
Actual/Actual-ICMA
(vi) Determination
Dates:
11 June in each year
(vii)
Other terms relating to the

method of calculating interest

for Fixed Rate Notes:
Not Applicable
16 Floating Rate Note Provisions
Not Applicable
17 Zero Coupon Note Provisions
Not Applicable

18 Index-Linked
Interest
Note/other
Not Applicable
variable-linked interest Note Provisions
19 Dual Currency Note Provisions
Not Applicable

Provisions Relating to Redemption

20 Redemption at the Option of the Issuer
Not Applicable
(Call Option)

21 Redemption at the Option of Noteholders Not Applicable
(Put Option)
22 Final Redemption Amount of each Note
50,000 per Calculation Amount
23 Early
Redemption
Amount

Early Redemption Amount(s) of each
50,000 per Calculation Amount
Note payable on redemption for taxation
Denomination
reasons (Condition 6(c)) or on event of
default (Condition 10) or other early
redemption and/or the method of
4

calculating the same (if required or if
different from that set out in the
Conditions):
General Provisions Applicable to the

Notes
24 Form of Notes/Certificates:
Bearer Notes

25 Temporary or permanent Global
Temporary Global Note exchangeable for a
Note/Certificate:
Permanent Global Note which is
exchangeable for Definitive Notes in the
limited circumstances specified in the
Permanent Global Note
26 New Global Note:
Yes
27 Financial Centre(s) or other special
TARGET
provisions relating to Payment Dates:
28 Talons for future Coupons or Receipts to Not Applicable
be attached to Definitive Notes (and
dates on which such Talons mature):
29 Details relating to Partly Paid Notes:
Not Applicable
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and
consequences (if any) of failure to pay,
including any right of the Issuer to forfeit
the Notes and interest due on late
payment:
30 Details relating to Instalment Notes:
Not Applicable
amount of each instalment, date on
which each payment is to be made:
31 Applicable tax regime:
Condition 8(a) applies and the Notes are
issued (or deemed issued) outside of France.
32 Other final terms:
For the avoidance of doubt, attention is
drawn to the provisions of Condition 6(g) of
the Conditions which provide that the Issuer
shall require the prior approval of the
Secréteriat Général of the Commission
Bancaire before purchasing Notes in
accordance with such Condition if such
purchase relates (individually or when
aggregated with any previous purchases) to
10 per cent. or more of the principal amount
of the Notes originally issued.
Distribution

33 If
syndicated,

(i)
Names of Managers (specifying
Calyon (Lead Manager), and Danske Bank
Lead Manager):
A/S and Dexia Banque Internationale à
Luxembourg, société anonyme acting under
5

the name of Dexia Capital Markets (Co-Lead
Managers)
(ii)
Date of Subscription Agreement (if 18 December 2009
any):
(iii)
Stabilising Manager(s) (if any):
Not Applicable
34 If non-syndicated, name of Dealer:
Not Applicable
35 Total commission and concession:
0.20 per cent. of the Aggregate Nominal
Amount of the Tranche 2
36 U.S. Selling Restrictions
Reg. S and TEFRA D
37 Non-exempt
Offer
Not Applicable
38 Additional selling restrictions:
Not Applicable

Purpose of Final Terms
These Final Terms comprise the final terms required to list and have admitted to trading the issue
of Notes described herein pursuant to the Euro 75,000,000,000 Euro Medium Term Note
Programme of the Issuer.
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer
Duly represented by: Olivier Nicolas

6

Part B -- Other Information
1 Listing and Admission to Trading
(i) Listing:
Official list of the Luxembourg Stock
Exchange
(ii) Admission
to
trading:
Application has been made for the Notes to
be admitted to trading on the regulated
market of the Luxembourg Stock Exchange
with effect from the Issue Date.
The Original Notes are already admitted to
trading on the regulated market of the
Luxembourg Stock Exchange.
(iii)
Estimate of total expenses related to
5,350
admission to trading:
2 Ratings

The Notes have been rated:
S & P: A+
Moody's: Aa2
Fitch: A+

3 Interests of Natural and Legal Persons Involved in the Issue
Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is
aware, no person involved in the offer of the Notes has an interest material to the offer.
4 Reasons for the Offer, Estimated Net Proceeds and Total Expenses
(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base
Prospectus.
(ii)
Estimated net proceeds:
280,436,506.85
(iii)
Estimated total expenses:
As per paragraph 35 of Part A and paragraph
1 (iii) of Part B
5 Yield
Indication of yield:
4.641 per cent. per annum.
As set out above, the yield is calculated at
the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.

7

6 Operational Information
Intended to be held in a manner which would Yes. Note that the designation "yes" simply
allow Eurosystem eligibility:
means that the Notes are intended upon
issue to be deposited with one of the ICSDs
as common safekeeper and does not
necessarily mean that the Notes will be
recognised as eligible collateral for
Eurosystem monetary policy and intra-day
credit operations by the Eurosystem either
upon issue or at any or all times during their
life. Such recognition will depend upon
satisfaction of the Eurosystem eligibility
criteria.
ISIN Code:
XS0475063953 until the Exchange Date, and
XS0432092137 thereafter
Common Code:
047506395 until the Exchange Date, and
043209213 thereafter
Any clearing system(s) other than Euroclear
Not Applicable
Bank S.A./N.V. and Clearstream Banking
Société Anonyme and the relevant
identification number(s):
Delivery:
Delivery against payment
Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
8

TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions (the "Conditions") that, subject to completion
and amendment and as supplemented or varied in accordance with the provisions of the relevant
Final Terms, shall be applicable to the Notes in definitive form (if any) issued in exchange for the
Global Note(s) representing each Series. Either (i) the full text of these terms and conditions
together with the relevant provisions of the related Final Terms or (ii) these terms and conditions
as so completed, amended, supplemented or varied (and subject to simplification by the deletion
of non-applicable provisions), shall be endorsed on or attached to such Notes. All capitalised terms
that are not defined in these Conditions will have the meanings given to them in the relevant Final
Terms. Those definitions will be endorsed on the definitive Notes. References in the Conditions to
"Notes" are to the Notes of one Series only, not to all Notes that may be issued under the
Programme.
The Notes are issued pursuant to an Amended and Restated Agency Agreement dated
13 June 2008 between the Issuer, Crédit Agricole S.A. as fiscal agent, principal paying agent and
calculation agent, Citibank, N.A., London office as registrar, exchange agent, transfer agent,
issuing agent and DTC paying agent and the other agents named in it (as further amended or
supplemented from time to time, the "Agency Agreement") and with the benefit of an Amended
and Restated Deed of Covenant (as further amended or supplemented from time to time, the
"Deed of Covenant") dated 19 May 2006 executed by the Issuer in relation to the Notes. On
14 February 2007, the Issuer also entered into an agreement with respect to Notes to be issued in
NGN form (the "ICSDs Agreement") with Euroclear and Clearstream, Luxembourg (the
"International Central Securities Depositaries" or the "ICSDs"). The fiscal agent, the registrar,
the paying agents, the exchange agent, the issuing agent, the DTC paying agent, the transfer
agents and the calculation agent(s) for the time being (if any) are referred to below respectively as
the "Fiscal Agent", the "Registrar" the "Paying Agents" (which expression shall include the Fiscal
Agent), the "Exchange Agent", the "Issuing Agent", the "DTC Paying Agent" the "Transfer
Agents" and the "Calculation Agent(s)". The Noteholders (as defined below), the holders of the
interest coupons (the "Coupons") appertaining to interest bearing Notes and, where applicable in
the case of such Notes, talons (the "Talons") for further Coupons (the "Couponholders") and the
holders of the receipts for the payment of instalments of principal (the "Receipts") relating to Notes
of which the principal is payable in instalments, are deemed to have notice of all of the provisions
of the Agency Agreement applicable to them.
Copies of the Agency Agreement and the Deed of Covenant are available for inspection free of
charge at the specified offices of each of the Paying Agents.
1 Form, Denomination and Title
The Notes are issued in bearer form ("Bearer Notes", which expression includes Notes which are
specified to be Exchangeable Bearer Notes), in registered form ("Registered Notes") or in bearer
form exchangeable for Registered Notes ("Exchangeable Bearer Notes") in each case in the
specified Denomination(s) shown thereon save that (i) the minimum denomination of each Note
will be such as may be allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the relevant Specified Currency; (ii) in the
case of any Notes admitted to trading on a Regulated Market or offered to the public within the
territory of any EEA Member State, in each case in circumstances which require the publication of
a prospectus under the Prospectus Directive, the minimum denomination shall be 1,000 (or its
equivalent in any other currency as at the date of issue of those Notes); and (iii) unless otherwise
set forth in the applicable Final Terms, Rule 144A Notes shall be in minimum denominations of
U.S.$100,000 (or its equivalent in the currency in which such Notes are denominated, if different,
1

rounded upwards as agreed between the Issuer and the relevant Dealers) and Section 4(2) Notes
shall be in minimum denominations of U.S.$500,000 (or its equivalent as aforesaid).
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked
Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a
Partly Paid Note, a combination of any of the foregoing or any other kind of Note, depending upon
the Interest and Redemption/Payment Basis shown hereon.
Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a
Talon) attached, save in the case of Zero Coupon Notes (in which case references to interest
(other than in relation to interest due after the Maturity Date), Coupons and Talons in these
Conditions are not applicable). Instalment Notes are issued with one or more Receipts attached.
Save as provided in Condition 2, each Registered Note in the form of a definitive registered note or
other certificate shall represent the entire holding of Registered Notes of the same Series by the
same holder.
All Registered Notes shall have the same specified Denomination. Where Exchangeable Bearer
Notes are issued, the Registered Notes for which they are exchangeable shall have the same
Denomination as the lowest specified Denomination of the Exchangeable Bearer Notes.
Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to the
Registered Notes shall pass by registration in the register which the Issuer shall procure to be kept
by the Registrar in accordance with the provisions of the Agency Agreement (the "Register").
Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined
below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its
absolute owner for all purposes, whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it, any writing on it or its theft or loss and no person shall be
liable for so treating the holder.
In these Conditions, "Noteholder" means the bearer of any Bearer Note and the Receipts relating
to it or the person in whose name a Registered Note is registered (as the case may be), "holder"
(in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt,
Coupon or Talon or the person in whose name a Registered Note is registered (as the case may
be) and capitalised terms have the meanings given to them hereon, the absence of any such
meaning indicating that such term is not applicable to the Notes.
2 Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes
(a)
Exchange of Exchangeable Bearer Notes
Subject to the provisions of Condition 2(f), Exchangeable Bearer Notes may be
exchanged for the same aggregate nominal amount of Registered Notes at the
request in writing of the relevant Noteholder and upon surrender of each
Exchangeable Bearer Note to be exchanged, together with all unmatured Coupons,
Receipts and Talons relating to it, at the specified office of the Registrar or any
Transfer Agent; provided, however, that where an Exchangeable Bearer Note is
surrendered for exchange after the Record Date (as defined in Condition 7(b)) for
any payment of interest, the Coupon in respect of that payment of interest need not
be surrendered with it. Registered Notes may not be exchanged for Bearer Notes.
Bearer Notes of one Series or one specified Denomination may not be exchanged
for Bearer Notes of another Series or specified Denomination. Bearer Notes, which
are not Exchangeable Bearer Notes may not be exchanged for Registered Notes.
2