Crédit Agricole in €600 Million Direct Tier 1 Offering

February 4, 2005

Cleary Gottlieb represented Crédit Agricole S.A. in a €600 million direct Reg. S offering of deeply subordinated notes.  The notes, which will represent Tier 1 capital of Crédit Agricole, have been listed on the Luxembourg Stock Exchange and Euronext Amsterdam.  Calyon, HSBC and Lehman Brothers were joint lead managers in this transaction.

Tier 1 transactions involve the issuance of securities that resemble debt, but which are counted as core capital under regulations that require banks to maintain minimum capital levels as a percentage of their risk-adjusted assets.  Direct Tier 1 offerings such as this were not possible until French law changed in August 2003.  Before then, French banks commonly issued Tier 1 securities through U.S. vehicles that in turn issued trust preferred securities.  Cleary had previously advised Crédit Agricole in its Tier 1 offerings through U.S. vehicles.