CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK · Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available on the Luxembourg

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Issue of USD 442,000,000 Callable Zero Coupon Notes due 24 January 2032

(CACIB USD 442,000,000 Callable Zero Coupon Notes due January 2032, or the "Notes")

under

the €50,000,000,000

Structured Debt Instruments Issuance Programme

Issue Price: 100 per cent.

Issue Date: 24 January 2017

This information package includes (i) the Base Prospectus pertaining to the €50,000,000,000

Structured Debt Instruments Issuance Programme dated 11 May 2016 (the Base Prospectus) and (ii)

the pricing supplement dated 24 January 2017 in respect of the Notes (the Pricing Supplement). The

Pricing Supplement together with the Base Prospectus, are hereinafter referred to as the "Information

Package".

The Notes will be issued by Crédit Agricole Corporate and Investment Bank (the Issuer).

Application will be made by the Issuer for the Notes to be listed on the Taipei Exchange in the

Republic of China (the ROC).

The Notes will be traded on the Taipei Exchange pursuant to the applicable rules of the Taipei

Exchange. Effective date of listing and trading of the Notes is on or about 24 January 2017.

The Taipei Exchange is not responsible for the content of the Information Package and no

representation is made by the Taipei Exchange to the accuracy or completeness of the Information

Package. The Taipei Exchange expressly disclaims any and all liability for any losses arising from, or

as a result of the reliance on, all or part of the contents of this Information Package. Admission to the

listing and trading of the Notes on the Taipei Exchange shall not be taken as an indication of the

merits of the Issuer or the Notes.

The Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly, in the ROC,

to investors other than "professional investors" as defined under Article 2-1 of the Taipei Exchange

Rules Governing Management of Foreign Currency Denominated International Bonds.

ROC SETTLEMENT AND TRADING

Investors with a securities book-entry account with an ROC securities broker and a foreign currency

deposit account with an ROC bank, may request the approval of the Taiwan Depositary & Clearing

Corporation (the TDCC) for the settlement of the Notes through the account of TDCC with Euroclear

or Clearstream, Luxembourg and if such approval is granted by TDCC, the Notes may be so cleared

and settled. In such circumstances, TDCC will allocate the respective book-entry interest of such

investor in the Notes position to the securities book-entry account designated by such investor in the

ROC. The Notes will be traded and settled pursuant to the applicable rules and operating procedures of

TDCC and the TPEx as domestic bonds.

In addition, an investor may apply to TDCC (by filing in a prescribed form) to transfer the Notes in its

own account with Euroclear or Clearstream, Luxembourg to the TDCC account with Euroclear or

Clearstream, Luxembourg for trading in the domestic market or vice versa for trading in overseas

markets.

For such investors who hold their interest in the Notes through an account opened and held by TDCC

with Euroclear or Clearstream, Luxembourg, distributions of principal and/or interest for the Notes to

such holders may be made by payment services banks whose systems are connected to TDCC to the

foreign currency deposit accounts of the holders. Such payment is expected to be made on the second

Taiwanese business day following TDCC’s receipt of such payment (due to time difference, the

payment is expected to be received by TDCC one Taiwanese business day after the distribution date).

However, when the holders will actually receive such distributions may vary depending upon the daily

operations of the ROC banks with which the holder has the foreign currency deposit account

Lead Underwriter

SinoPac Securities Corporation

Underwriters

Cathay United Bank Co., Ltd.

Crédit Agricole Corporate and Investment Bank, Taipei Branch

CTBC Bank Co., Ltd.

E.SUN Commercial Bank, Ltd.

Fubon Securities Co., Ltd.

KGI Securities Co. Ltd.

24 January 2017

FIFTH SUPPLEMENT DATED 16 DECEMBER 2016 TO THE BASE PROSPECTUS DATED 11 MAY 2016

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (incorporated in France)

and

CRÉDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED (incorporated in Guernsey)

and

CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS (incorporated in France)

€50,000,000,000 Structured Debt Instruments Issuance Programme

unconditionally and irrevocably guaranteed by


Arranger Crédit Agricole CIB

Dealers Crédit Agricole CIB

Crédit Agricole Securities Asia B.V., Tokyo Branch

This supplement (the "Fifth Supplement") is supplemental to, and should be read in conjunction with, the base prospectus dated 11 May 2016 (the "Base Prospectus"), the first supplement to the Base Prospectus dated 8 July 2016 (the "First Supplement") the second supplement to the Base Prospectus dated 16 August 2016 (the "Second Supplement"), the third supplement to the Base Prospectus dated 6 September 2016 (the "Third Supplement") and the fourth supplement to the Base Prospectus dated 17 November 2016 (the "Fourth Supplement"), each in relation to the €50,000,000,000 Structured Debt Instruments Issuance Programme (the "Programme") of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (each an "Issuer" and together the "Issuers"). Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meanings when used in this Fifth Supplement.

The Base Prospectus, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement and this Fifth Supplement together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the "Prospectus Directive"). The Commission de Surveillance du Secteur Financier (the "CSSF") approved the Base Prospectus on 11 May 2016. Application was made to the CSSF for approval of this Fifth Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act"), which implements the Prospectus Directive.

Each Issuer accepts responsibility for the information contained in this Fifth Supplement. To the best of the knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

To the extent that there is any inconsistency between (a) any statement in this Fifth Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, as amended by the First

- 2 -

Supplement, the Second Supplement, the Third Supplement and the Fourth Supplement, the statement referred to in this Fifth Supplement will prevail.

References in this Fifth Supplement to paragraphs of the Base Prospectus are to the Base Prospectus as amended by the First Supplement, the Second Supplement, the Third Supplement and the Fourth Supplement. References in this Fifth Supplement to page numbers in the Base Prospectus are to the page numbers in the Base Prospectus without taking into account any amendments made by the First Supplement, the Second Supplement, the Third Supplement or the Fourth Supplement, unless otherwise specified in this Fifth Supplement.

Save as disclosed in this Fifth Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication thereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for the Securities before this Fifth Supplement is published have the right, exercisable until 20 December 2016, 5 p.m., (Paris Time) to withdraw their acceptances.

Copies of the Base Prospectus, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement and this Fifth Supplement may be obtained from the registered office of Crédit Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available on the Luxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and Investment Bank’s website: www.ca-cib.com.

This Fifth Supplement has been prepared for the purposes of:

1. modifying the description of the form of securities issued under the Programme that are to be admitted

to trading on Borsa Italiana to reflect the basis on which such securities will be cleared; and

2. modifying certain related sections of the Base Prospectus.

"

1. Amendments to the opening pages of the Base Prospectus The paragraph which starts with the words "The Issuers may make an application for certain notes or certificates issued under the Programme" on page 3 of the Base Prospectus (as amended pursuant to the Fourth Supplement) is deleted in its entirety and replaced with the following paragraphs:

"The Issuers may make an application for certain notes or certificates issued under the Programme to be listed on Borsa Italiana S.p.A. and to be admitted to trading on either the Electronic Securitised Derivatives Market of Borsa Italiana S.p.A. (the SeDeX Market), in respect of certificates (Italian Listed Certificates), or the Electronic Bond and Government Securities Market (the MOT Market ), in respect of notes (Italian Listed Notes) (and, together with Italian Listed Certificates, Italian Listed Securities). Both the SeDeX Market and the MOT Market are regulated markets for the purposes of the Markets in Financial Instruments Directive. The Issuers may also not make any application for certain Italian Securities to be listed or traded. In each case, the applicable Final Terms will specify whether or not Italian Securities are to be listed and admitted to trading on the SeDeX Market or the MOT Market. If specified in the Final Terms, the Issuers may also issue Italian

- 3 -

Securities which are being offered pursuant to an exemption from the Prospectus Directive or which will be issued outside the European Economic Area.

References to "Italian Securities" shall be to either Italian Certificates or Italian Notes, as applicable in the context of the relevant Series. "

2. Amendments to the Summary section of the Base Prospectus Element C.17 (Settlement procedure) of the Summary section on page 61 of the Base Prospectus is deleted in its entirety and replaced with:

C.17 Settlement procedure

(Delete this Element C.17 if the Securities are debt securities for the purposes of the Prospectus Directive i.e. the redemption amount of the Securities is at least

equal to par and is not linked to an underlying asset)

[The Securities will be cash settled on [●].] [Securities will be delivered on [●] [against payment of the issue price of the Securities][free of payment of the issue price of the Securities].]

[The Securities are cleared through [Euroclear][Clearstream, Luxembourg][Depository Trust Company][the Swedish central securities depository (in Swedish: central värdepappersförvarare)]][the relevant Norwegian central securities depository (in Norwegian: verdipapirregister)][the Finnish central securities depository][other] and settlement will be in accordance with the procedures and local practices relevant to such clearing system.]

3. Amendments to the Form of the Securities section of the Base Prospectus The following paragraph which starts with the words "Securities designated as “Italian Certificates” or “Italian Notes”…" in sub-section Dematerialised Securities on page 181 of the Base Prospectus is deleted in its entirety.

"Securities designated as "Italian Certificates" or "Italian Notes" in the applicable Final Terms will constitute Dematerialised Securities issued in uncertificated and dematerialised book-entry form in accordance with the applicable provisions of the Italian law, including the Italian Financial Services Act, regulations and operating procedures applicable to and/or issued by the relevant Italian central securities depository from time to time (the Italian CSD Rules) and are freely transferable by way of book entries on the accounts registered on Monte Titoli S.p.A. (the Italian CSD) or, with respect to Italian Certificates which are admitted to trading on the Electronic Securitised Derivatives Market (the SeDeX) of Borsa Italiana S.p.A. (Italian Listed Certificates) and Italian Notes which are admitted to trading on the Electronic Bond and Government Securities Market (the MOT Market ) of Borsa Italiana S.p.A., on any other central securities depository in accordance with the rules of Borsa Italiana S.p.A. applicable from time to time. No physical global or definitive certificates will be issued

- 4 -

in respect of Italian Securities and the provisions relating to presentation, surrender or replacement of such bearer instruments shall not apply. "

4. Amendments to the form of the Final Terms section of the Base Prospectus

(a.) Paragraph 27(a) (Form) of Part A on page 422 of the Base Prospectus (as amended pursuant to the Fourth Supplement) is deleted in its entirety and replaced with:

(a) Form: [(Bearer Securities) [Bearer Form:] [Temporary Bearer Global Security exchangeable for a Permanent Bearer Global Security which is exchangeable for Definitive Bearer Securities only upon an Exchange Event] [Temporary Bearer Global Security exchangeable for Bearer Securities on or after the Exchange Date (include such notice period as is required)]] [Permanent Bearer Global Security] [(Registered Securities) [Registered Form: [Registered Securities]] [(Dematerialised Securities): [The Securities are [Swedish][Norwegian][Finnish] Securities]

(b.) Paragraph 10(vi) (Operational Information) of Part B on page 429 of the Base Prospectus is deleted in its entirety and replaced with:

(vi) Relevant clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

[Not Applicable][●]

[CUSIP][●][CINS]

[Swedish CSD: [Euroclear Sweden AB,

Klarabergsviadukten 63, Box 191, SE-101 23

Stockholm, Sweden][●]]

(Include for Swedish Securities)

[Norwegian CSD: [Verdipapirsentralen ASA, [ ], Norway][●]]

(Include for Norwegian Securities)

[Finnish CSD: [Euroclear Finland Oy, P.O. Box

- 5 -

1110, 00101 Helsinki, Finland][●]]

(Include for Finnish Securities)

(c.) Paragraph 10(viii) (Operational Information) of Part B on page 430 of the Base Prospectus is deleted in its entirety and replaced with:

(viii) Names and addresses of additional Paying Agent(s) (if any):

[Not Applicable][●]

[Swedish Issuing Agent: [●]]

(Include for Swedish Securities)

[Norwegian Issuing Agent: [Nordea Bank Norge ASA][●]

(Include for Norwegian Securities)

[Finnish Issuing Agent: [●]]

(Include for Finnish Securities)

(d.) The "Form of Renouncement Notice (to be included for Italian Listed Certificates which are Italian Certificates)" on page 440 of the Base Prospectus is deleted in its entirety.

5. Amendments to the Terms and Conditions 5.1 Amendment to the opening paragraphs of the General Conditions

(a.) The following paragraphs of the opening paragraphs of the General Conditions (as amended by the Fourth Supplement) which respectively start with the words “Certificates designated as “ Italian Certificates” in the applicable Final Terms…”, “Notes designated as “Italian Notes” in the applicable Final Terms…” and “For the purposes of these General Conditions and the Additional Conditions…” are deleted in their entirety:

"Certificates designated as "Italian Certificates" in the applicable Final Terms will constitute Dematerialised Securities issued in uncertificated and dematerialised book-entry form in accordance with the applicable provisions of the Italian law, including the Italian Financial Services Act, regulations and operating procedures applicable to and/or issued by the relevant Italian central securities depository from time to time (the Italian CSD Rules) and are freely transferable by way of book entries on the accounts registered on Monte Titoli S.p.A. (the Italian CSD) or, with respect to Italian Certificates which are admitted to trading on the Electronic Securitised Derivatives Market (SeDeX) of Borsa Italiana S.p.A., on any other central securities depository in accordance with the rules of Borsa Italiana S.p.A. applicable from time to time. No physical global or definitive securities will be issued in respect of Italian Certificates other than as provided below and the provisions relating to presentation, surrender or replacement of such bearer instruments shall not apply.

- 6 -

Notes designated as "Italian Notes" in the applicable Final Terms will constitute Dematerialised Securities issued in uncertificated and dematerialised book-entry form in accordance with the Italian CSD Rules and are freely transferable by way of book entries on the accounts registered on the Italian CSD or, with respect to Italian Notes which are admitted to trading on the Electronic Bond and Government Securities Market (MOT Market) of Borsa Italiana S.p.A., on any other central securities depository in accordance with the rules of Borsa Italiana S.p.A. applicable from time to time. No physical global or definitive securities will be issued in respect of Italian Notes other than as provided below and the provisions relating to presentation, surrender or replacement of such bearer instruments shall not apply.

For the purposes of these General Conditions and the Additional Conditions, references to "Italian Securities" shall be to either Italian Certificates or Italian Notes, as applicable in the context of the relevant Series.”

(b.) The following paragraph which starts with the words “In the event that the relevant Terms and Conditions of the Securities …” in the opening paragraphs of the General Conditions on page 449 of the Base Prospectus is deleted in its entirety and is replaced with the following paragraph:

"In the event that the relevant Terms and Conditions of the Securities, as the case may be, are inconsistent with the Swedish CSD Rules, the Norwegian CSD Rules, the Finnish CSD Rules, or any other applicable local Clearing System Rules, as the case may be, such Swedish CSD Rules, Norwegian CSD Rules, Finnish CSD Rules, or, as the case may be, local Clearing System Rules shall prevail."

5.2 Amendment to General Condition 1.2 (Title)

The following paragraph of General Condition 1.2 (Title) which starts with the words "In the case of Italian Securities…" on page 452 of the Base Prospectus is deleted in its entirety:

"In the case of Italian Securities, Securityholder and holder of Security means the person, other than another CSD, who is for the time being shown in the records of the Italian CSD in accordance with the Italian CSD Rules (the Italian Register) (or, with respect to Italian Listed Securities, the person which is shown on any other central securities depository, which is accepted by Borsa Italiana S.p.A. from time to time, in accordance with the relevant rules) as holder of a particular number of Italian Securities. Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Italian Securities 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 an interest in it and no person shall be liable for so treating such holder and any certificate or other document issued pursuant to the Italian CSD Rules (or, with respect to Italian Listed Securities, any other rules applicable to the relevant clearing system) as to the number of Italian Securities standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error. The Issuer and the

- 7 -

Italian Issuing Agent (as defined in General Condition 12 (Agents) below) shall be entitled to obtain information from the Italian Register in accordance with the Italian CSD Rules. "

5.3 Amendment to General Condition 1.3(i) (Transfer of Dematerialised Securities)

The General Condition 1.3(i) (Transfer of Dematerialised Securities) on page 455 of the Base Prospectus is deleted in its entirety and in replaced with:

"In the case of Dematerialised Securities, all transactions (including transfers of such Securities), in the open market or otherwise must be effected on account with the Relevant Clearing System subject to and in accordance with the rules and procedures for the time being of such Relevant Clearing System and title will pass upon registration of the transfer in the books of such Relevant Clearing System or any nominee thereof which, in the case of Swedish Securities and the Finnish Securities, will be by registration in the Register in accordance with the Swedish CSD Rules and the Finnish CSD Rules, respectively. Title to Norwegian Securities shall pass by registration in the Norwegian Securities Register."

5.4 Amendment to General Condition 4.9 (Interest calculations regarding Italian Certificates)

The General Condition 4.9 (Interest calculations regarding Italian Certificates) on page 466 of the Base Prospectus is deleted in its entirety and is replaced with:

"4.9 [Intentionally left blank]"

5.5 Removal of General Condition 5.12 (Payments in respect of Italian Securities)

The General Condition 5.12 (Payments in respect of Italian Securities) on page 473 of the Base Prospectus is deleted in its entirety and replaced with:

"5.12 [Intentionally left blank]"

5.6 Amendment to General Condition 6.12 (Italian Listed Certificates)

The last three paragraphs of General Condition 6.12 (Italian Listed Certificates) which start respectively with the words "For so long as the Italian Listed Certificates…", "Any determination as to whether a Renouncement Notice…" and "Subject as follows, any Renouncement Notice so determined to be incomplete…" on pages 479-480 of the Base Prospectus are amended in their entirety and are replaced with the following paragraphs:

"For so long as the Italian Listed Certificates are admitted to listing on Borsa Italiana S.p.A. and to trading on the SeDeX Market, then at any time prior to the Renouncement Notice Cut-Off Time, any Certificateholder may renounce automatic redemption of such Italian Listed Certificate by the delivery or sending by fax of a duly completed renouncement notice (a Renouncement Notice) in the form set out in the applicable Final Terms, in accordance with the rules of Borsa Italiana S.p.A. applicable from time to time, by giving a duly completed Renouncement Notice to Euroclear or Clearstream, Luxembourg, with a copy to the relevant Issuer and the Principal Certificate Agent. Once delivered, a Renouncement Notice shall be irrevocable and the relevant Certificateholder may not transfer the Italian Certificates the subject of the Renouncement Notice. If a duly completed Renouncement Notice

- 8 -

is validly delivered prior to the Renouncement Notice Cut-off Time, the relevant Certificateholder will not be entitled to receive any amounts payable by the Issuer in respect of relevant Certificates and the relevant Issuer shall have no further liability in respect of such amounts.

Any determination as to whether a Renouncement Notice is duly completed and in proper form shall be made by Euroclear or Clearstream, Luxembourg (in consultation with the Issuer and the Principal Certificate Agent) and shall be conclusive and binding on the relevant Issuer, the Guarantor, the Principal Certificate Agent, as the case may be, and the relevant Certificateholder.

Subject as follows, any Renouncement Notice so determined to be incomplete or not in proper form shall be null and void. If such Renouncement Notice is subsequently corrected to the satisfaction of Euroclear or Clearstream, Luxembourg, it shall be deemed to be a new Renouncement Notice submitted at the time such correction was delivered to Euroclear or Clearstream, Luxembourg, with a copy to the relevant Issuer and the Principal Certificate Agent."

5.7 Amendment to General Condition 12.1 (General provisions)

The following sub-paragraph (j) of General Condition 12.1 (General provisions) on page 486 of the Base Prospectus is deleted in its entirety:

"(j) so long as there are any Italian Securities outstanding, there will at all times be an Italian CSD duly authorised as a central securities depository under article 80 of the Italian Financial Services Act and its implementing regulations and an issuing agent duly authorised as such under the Italian CSD Rules (the Italian Issuing Agent) appointed in respect of such Italian Securities. Notice of any termination of appointment and of any changes in the specified office of any Agent will be given to Certificateholders in accordance with General Condition 14 (Notices)."

5.8 Amendment to General Condition 24 (Definitions)

General Condition 24 (Definitions) on page 507 of the Base Prospectus is amended by adding in alphabetical order the following in the list of definitions contained therein:

"Italian Certificate " means a Certificate designated as such in the applicable Final Terms.

"Italian Note" means a Note designated as such in the applicable Final Terms.

"Italian Security" means either an Italian Certificate or an Italian Note, as applicable in the context of the relevant Series.

6. Amendments to the General Information section of the Base Prospectus

The last paragraph of the section "Clearing Systems" on page 1336 of the Base Prospectus which starts with the words "The address of Monte Titoli S.p.A. is …" is deleted in its entirety.

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Dealers

Crédit Agricole CIB Crédit Agricole Securities Asia B.V., Tokyo Branch

The date of this Fifth Supplement is 16 December 2016

FOURTH SUPPLEMENT DATED 17 NOVEMBER 2016TO THE BASE PROSPECTUS DATED 11 MAY 2016

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK(incorporated in France)

and

CRÉDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED(incorporated in Guernsey)

and

CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS(incorporated in France)

€50,000,000,000Structured Debt Instruments Issuance Programme



ArrangerCrédit Agricole CIB

DealersCrédit Agricole CIB


This supplement (the "Fourth Supplement") is supplemental to, and should be read in conjunction with, thebase prospectus dated 11 May 2016 (the "Base Prospectus"), the first supplement to the Base Prospectusdated 8 July 2016 (the "First Supplement") the second supplement to the Base Prospectus dated 16 August2016 (the "Second Supplement"), and the third supplement to the Base Prospectus dated 6 September 2016(the "Third Supplement"), each in relation to the €50,000,000,000 Structured Debt Instruments IssuanceProgramme of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey)Limited and Crédit Agricole CIB Financial Solutions (each an "Issuer" and together the "Issuers"). Unlessthe context otherwise requires, terms defined in the Base Prospectus shall have the same meanings whenused in this Fourth Supplement.

The Base Prospectus, the First Supplement, the Second Supplement, the Third Supplement and this FourthSupplement together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC(as amended) (the "Prospectus Directive"). The Commission de Surveillance du Secteur Financier (the"CSSF") approved the Base Prospectus on 11 May 2016. Application was made to the CSSF for approvalof this Fourth Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "ProspectusAct"), which implements the Prospectus Directive.

Each Issuer accepts responsibility for the information contained in this Fourth Supplement. To the best ofthe knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), theinformation contained herein is in accordance with the facts and does not omit anything likely to affect theimport of such information.

To the extent that there is any inconsistency between (a) any statement in this Fourth Supplement and (b)any other statement in, or incorporated by reference in, the Base Prospectus, as amended by the FirstSupplement, the Second Supplement and the Third Supplement, the statement referred to in this Fourth

- 2 -

Supplement will prevail.

Save as disclosed in this Fourth Supplement, there has been no other significant new factor, materialmistake or inaccuracy relating to information included in the Base Prospectus since the publicationthereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed topurchase or subscribe for the Securities before this Fourth Supplement is published have the right,exercisable until 21 November 2016, 5 p.m., (Paris Time) to withdraw their acceptances.

Copies of the Base Prospectus, the First Supplement, the Second Supplement, the Third Supplement andthis Fourth Supplement may be obtained from the registered office of Crédit Agricole Corporate andInvestment Bank and the specified office of the Principal Paying Agent and will be available on theLuxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and InvestmentBank’s website: www.ca-cib.com.

This Fourth Supplement has been prepared for the purposes of:

1. modifying the Terms and Conditions of the Securities to allow for Notes issued under the programmeto be admitted to trading on the Electronic Bond and Government Securities Market of Borsa ItalianaS.p.A. (the MOT Market);

2. modifying the other sections of the Base Prospectus (including the Summary and the Risk Factors) toreflect the modifications to the Terms and Conditions described above;

3. modifying certain provisions in the Terms and Conditions to allow the Issuer to specify in the FinalTerms whether they apply to a particular issuance of Securities; and

4. correcting an inaccuracy in Risk Factors.

1. Amendments to the Summary section of the Base Prospectus

1.1 Amendment to Element C.8 (Description of the rights attaching to the Securities including

ranking and including any limitations to those rights) of the Summary

In Element C.8 of the Summary:

(a) on pages 29-30 of the Base Prospectus, square brackets are added at the start and the end

of the paragraph titled "Fair Market Value Redemption Amount:" to indicate that that

paragraph may or may not be relevant to a Series of Securities issued under the Base

Prospectus, depending on the terms of those Securities and the following is added

immediately below that paragraph:

"[Fair Market Value Redemption Amount:

The Fair Market Value Redemption Amount in respect of a Security will be an amount

equal to the nominal amount of such Security outstanding as at the date of calculation,

multiplied by [●] per cent.]"

(b) on pages 31-32 of the Base Prospectus, square brackets are added at the start and the end

of the paragraph titled "Redemption following a Scheduled Payment Currency Cessation

- 3 -

Event:" and the paragraph titled "Redemption for FATCA Withholding:" to indicate that

those paragraphs may or may not be relevant to a Series of Securities issued under the

Base Prospectus, depending on the terms of those Securities.

1.2 Amendment to Element C.11 (An indication as to whether the securities offered are or will be

the object of an application for admission to trading on a regulated market) of the Summary

Element C.11 of the Summary is deleted in its entirety and replaced with the following:

"[Application has been made by the Issuer (or on its behalf) for the Securities to be admitted to

trading on [the Luxembourg Stock Exchange's regulated market][Electronic Securitised

Derivatives Market of Borsa Italiana S.p.A. (Italian Listed Certificates)][Electronic Bond and

Government Securities Market of Borsa Italiana S.p.A. (Italian Listed Notes) [(please quote any

other relevant regulated market)][with effect from [●].] [The Securities are not expected to be

admitted to trading.]"

1.3 Amendment to Element C.15 (Description of how the value of your investment is affected by

the value of the underlying assets) of the Summary

The paragraph on page 47 of the Base Prospectus which starts with the words "[Other events that

have a material effect on the Securities..." is deleted in its entirety and replaced with:

"[Other events that have a material effect on the Securities: [(this only applies to Linked

Interest Securities and Linked Redemption Securities, unless specified as being Not Applicable in

the applicable Final Terms. It will also apply to Securities to which the Dual Currency (Interest)

Payoff Feature, the Dual Currency (Redemption) Payoff Feature or the Currency Performance

Payoff Feature applies, unless specified as being Not Applicable in the applicable Final Terms.)]

If any other event, other than a [disrupted day] [market disruption event] and an additional

disruption event, occurs which the Calculation Agent determines, acting in good faith, has a

material effect on the Securities, the Securities may be subject to adjustment or may be early

redeemed at the Fair Market Value Redemption Amount."

1.4 Amendment to Element D.3 (Key risk factors relating to the Securities) of the Summary

The paragraph on page 64 of the Base Prospectus titled "Legal and tax risks" is amended so that

the following text is added at the end of the paragraph:

"[Without prejudice to the generality of the foregoing, investors should be aware that if an amount

is required to be deducted or withheld from any payment on the Securities pursuant to the foreign

account tax compliance provisions of the US Hiring Incentives to Restore Employment Act of

2010 ("FATCA"), neither the Issuer nor any other person will be required to pay additional

amounts as a result of the deduction or withholding of such tax. As a result, investors may receive

less than expected.]"

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2. Amendments to the Risk Factors section of the Base Prospectus

2.1 The risk factor set out at paragraph 3(b)(i) (Securities subject to redemption following a scheduled

payment currency cessation event) of the Risk Factors on page 75 of the Base Prospectus is

amended as follows (for ease of reference changes have been included in bold and underlined):

"(i) Securities subject to redemption following a scheduled payment currency cessation event

With the exception of Italian Listed Notes, to which this does not apply, if the Specified

Currency (or, in the case of Securities to which the Dual Currency (Interest) Payoff Feature or the

Dual Currency (Redemption) Payoff Feature applies, the Interest Currency or the Redemption

Currency, as the case may be) ceases to exist at any time as a lawful currency for any reason

whatsoever, the relevant Issuer, in its sole and absolute discretion, may redeem all, but not some

only, of the Securities early on a date to be specified by the Issuer, each Security being redeemed

at its Fair Market Value Redemption Amount denominated in any currency selected by the

Calculation Agent or the currency then adopted in France."

2.2 The risk factor set out at paragraph 3(c)(vii) (French law and European legislation regarding the

resolution of financial institutions) of the Risk Factors on page 84 of the Base Prospectus is

amended as follows:

The sentence in the ninth paragraph stating "From January 2019, G-SIBs (global systemically

important banks) such as the Issuer will also have to comply with the total loss absorbing

capacity (TLAC) requirements." is deleted in its entirety.

2.3 The final paragraph of the risk factor set out at paragraph 3(c)(x) (Potential U.S. Foreign Account

Tax Compliance Act Withholding) of the Risk Factors on page 88 of the Base Prospectus is

amended as follows (for ease of reference changes have been included in bold and underlined):

FATCA is particularly complex and its application with respect to "foreign passthru payments" is

uncertain at this time. Each prospective investor should consult its own tax advisor to obtain a

more detailed explanation of FATCA and to learn how this legislation might affect the investor in

its particular circumstance. The application of FATCA to Securities that may be affected by

FATCA may be addressed in any applicable drawdown prospectus or a Supplement to the Base

Prospectus, as applicable. If an amount in respect of U.S. withholding tax were to be deducted or

withheld from interest, nominal or other payments on the Securities, and if General Condition

6.5 (Redemption for FATCA Withholding) is specified in the applicable Final Terms as being

applicable to the Securities, the Securities may be, or in certain circumstances will be, redeemed

early at their fair market value. If General Condition 6.5 (Redemption for FATCA Withholding)

is specified in the applicable Final Terms as being not applicable to the Securities, the

occurrence of a FATCA Withholding with respect to the Securities will not result in them

being subject to early redemption. As mentioned above, in these circumstances neither the

relevant Issuer nor any Agent nor any other person will be required to pay additional

- 5 -

amounts as a result of the FATCA Withholding and investors may therefore receive less

interest or nominal than expected.

2.4 The third paragraph of the risk factor set out at paragraph 3(d)(ii) (Illiquid Market) of the Risk

Factors on page 93 of the Base Prospectus is amended as follows (for ease of reference changes

have been included in bold and underlined):

For information purposes, where Italian Listed Securities are listed on either the SeDeX Market

or the MOT Market, the relevant Issuer (or an entity on behalf of the relevant Issuer) will, for so

long as the rules of the SeDeX Market or the MOT Market, as applicable, so require, display

continuous "bid" and/or "offer" prices for such Italian Listed Securities, in accordance with the

rules of the SeDeX Market or the MOT Market, as applicable.

2.5 The first paragraph of the risk factor set out at paragraph 3(s)(ii) (Fair Market Value Redemption

Amount) of the Risk Factors on page 129 of the Base Prospectus is amended as follows (for ease

of reference changes have been included in bold and underlined):

(ii) Fair Market Value Redemption Amount

Where a Security is subject to early redemption, it may (where specified in the applicable Final

Terms) be redeemed at its Fair Market Value Redemption Amount, which may be different from

the amount due on the scheduled redemption date. Save in respect of Securities where the Fair

Value Redemption Amount is determined by reference to a fixed percentage, the Fair Market

Value Redemption Amount in respect of a Security will be an amount equal to the fair market

value of the Security (subject to a minimum of zero) as at (or about) the date of early redemption,

taking into account, without limitation, (i) the deduction of the Hedge Amount (except for an early

redemption following the occurrence of an Additional Disruption Event and in respect of Italian

Listed Certificates) and (ii) in the case of the Bond Linked Securities, the value of the relevant

Bond but disregarding (1) (in the case of Secured Securities) any collateral which has been, or is

required to be, delivered in connection with such Security and (2) (only in case of a payment event

of default under the Securities or an insolvency of the relevant Issuer and/or the Guarantor) the

financial condition of the relevant Issuer and/or the Guarantor. For Securities where the Fair

Market Value Redemption Amount is calculated by a fixed percentage (as specified in the

Final Terms) the Fair Market Value Redemption Amount Percentage will be an amount

equal to the nominal amount of such Security outstanding as at the date of calculation,

multiplied by the relevant percentage specified in the applicable Final Terms.

3. Amendments to the User's Guide section of the Base Prospectus

The first two paragraphs and the table under the heading "Early Redemption" in the User's Guide on page

152 of the Base Prospectus are deleted in their entirety and replaced with the following:

"A Series of Securities may be redeemed before its scheduled redemption date on the occurrence of

certain events (for the purposes of this User's Guide, Early Redemption Events). The Early Redemption

- 6 -

Events, which are applicable to a Series of Securities only to the extent specified in the applicable Final

Terms, are set out in the General Conditions and certain of the Additional Terms and Conditions.

The table below summarises which sections of the Terms and Conditions set out in the Base Prospectus

will be relevant to holders of Securities that may be redeemed before their scheduled maturity in addition

to the sections of the Terms and Conditions set out in the Base Prospectus relating to Events of Default,

disruption and similar events (as referred to below).

Early Redemption Events

Redemption for tax reasons (General Condition 6.3)

Special Tax Redemption (General Condition 6.4)

Redemption for FATCA Withholding (General Condition 6.5)

Regulatory Redemption or Compulsory Resales (General Condition 6.6)

Clean-up Call Option (General Condition 6.7)

Illegality and Force Majeure (General Condition 19)

Early Redemption Trigger Events (General Condition 6.2)

Information and elections relating to any Early Redemption Trigger Events relating to a Series

of Securities will be specified in paragraph 24 of the applicable Final Terms.

The terms and conditions that govern all of the Early Redemption Trigger Events that may be

applicable to a Series of Securities are set out in separate chapters in Annex 8 of the Additional

Terms and Conditions (the Early Redemption Trigger Conditions).

"

4. Amendments to the Form of Securities section of the Base Prospectus

The paragraph which starts with the words "Certificates designated as "Italian Certificates"…" in the

Form of Securities is deleted in its entirety and replaced with:

"Securities designated as "Italian Certificates" or "Italian Notes" in the applicable Final Terms will

constitute Dematerialised Securities issued in uncertificated and dematerialised book-entry form in

accordance with the applicable provisions of the Italian law, including the Italian Financial Services Act,

regulations and operating procedures applicable to and/or issued by the relevant Italian central securities

depository from time to time (the Italian CSD Rules) and are freely transferable by way of book entries

on the accounts registered on Monte Titoli S.p.A. (the Italian CSD) or, with respect to Italian Certificates

which are admitted to trading on the Electronic Securitised Derivatives Market (the SeDeX) of Borsa

Italiana S.p.A. (Italian Listed Certificates) and Italian Notes which are admitted to trading on the

Electronic Bond and Government Securities Market (the MOT Market) of Borsa Italiana S.p.A., on any

- 7 -

other central securities depository in accordance with the rules of Borsa Italiana S.p.A. applicable from

time to time. No physical global or definitive certificates will be issued in respect of Italian Securities and

the provisions relating to presentation, surrender or replacement of such bearer instruments shall not

apply."

5. Amendments to the form of the Final Terms section of the Base Prospectus

5.1 Paragraph 8(c) (Other) of Part A on pages 189-190 of the Base Prospectus is deleted in its entirety

and replaced with:

[(c) Other: [[Swedish Securities][Norwegian

Securities][Finnish Securities] [Italian

Certificates][Italian Notes](Further particulars

specified below in "OPERATIONAL

INFORMATION")] [Alternative Currency

Securities (Further particulars specified below in

"Alternative Currency Conditions")]

5.2 Paragraph 11 (Asset Conditions) of Part A on page 190 of the Base Prospectus is deleted in its

entirety and replaced with:

11 Asset Conditions: [Applicable in accordance with Annex 1][Not

Applicable]

− Commodity Linked AssetConditions:

[Applicable][Not Applicable][Commodity Linked Asset Condition 3.5 (OtherEvents) is not applicable]

− Index Linked AssetConditions:

[Applicable][Not Applicable][Index Linked Asset Condition 3.5 (Other Events)is not applicable]

− FX Linked Asset Conditions: [Applicable][Not Applicable][FX Linked Asset Condition 5 (Other EventsRelating to FX Linked Securities) is notapplicable]

− Inflation Linked AssetConditions:

[Applicable][Not Applicable][Inflation Linked Asset Condition 2.7 (OtherEvents) is not applicable]

− Rate Linked AssetConditions:

[Applicable][Not Applicable][Rate Linked Asset Condition 3 (Other Events) isnot applicable]

− ETF Linked AssetConditions:

[Applicable][Not Applicable][ETF Linked Asset Condition 3.6 (Other Events)is not applicable]

− Share Linked AssetConditions

[Applicable][Not Applicable][Share Linked Asset Condition 3.4 (Other Events)is not applicable]

- 8 -

− Multi-Asset Basket LinkedAsset Conditions:

[Applicable][Not Applicable][Multi-Asset Basket Linked Asset Condition 3.4(Other Events) is not applicable]

5.3 Paragraph 19(c) (Fair Market Value Redemption Amount) of Part A on page 308 of the Base

Prospectus is deleted in its entirety and replaced with:

(c) Fair Market Value Redemption

Amount:

[Applicable][Not Applicable]

(Specify as applicable if the Securities may be

redeemed at their Fair Market Value Redemption

Amount, as determined in accordance with

General Condition 6.8 (Fair Market Value

Redemption Amounts))

− Fair Market Value Redemption

Amount Percentage:

[[●] per cent.][Not Applicable]

5.4 Paragraph 27(a) (Form) of Part A on page 422 of the Base Prospectus is deleted in its entirety and

replaced with:

(a) Form: [(Bearer Securities)

[Bearer Form:]

[Temporary Bearer Global Security exchangeable

for a Permanent Bearer Global Security which is

exchangeable for Definitive Bearer Securities only

upon an Exchange Event]

[Temporary Bearer Global Security exchangeable

for Bearer Securities on or after the Exchange

Date

(include such notice period as is required)]]

[Permanent Bearer Global Security]

[(Registered Securities)

[Registered Form:

[Registered Securities]]

[(Dematerialised Securities):

[The Securities are

[Swedish][Norwegian][Finnish] Securities][Italian

- 9 -

Certificates][Italian Notes]]

5.5 Paragraph 33 of Part A on page 423 of the Base Prospectus is deleted in its entirety and replaced

with:

33 (a) Redemption for tax reasons

(General Condition 6.3

(Redemption for tax reasons)):


Notice period: [Minimum notice period: [●]]

[Maximum notice period: [●]]

(b) Special Tax Redemption (General

Condition 6.4 (Special Tax

Redemption)):


(c) Redemption for FATCA

Withholding (General Condition

6.5 (Redemption for FATCA

Withholding)):


(d) Regulatory Redemption or

Compulsory Resales (General

Condition 6.6 (Regulatory

Redemption or Compulsory

Resales)):


(e) Events of Default (General

Condition 10 (Events of Default))


(f) Illegality and Force Majeure

(General Condition 19 (Illegality

and Force Majeure)):


5.6 Paragraph 1(i) (Listing and admission to trading) of Part B on page 425 of the Base Prospectus is

deleted in its entirety and replaced with:

[(i)] Listing and admission to trading: [Application has been made by the relevant Issuer

(or on its behalf) for the Securities to be admitted

to trading on [[the Electronic Securitised

Derivatives Market (SeDeX)][the Electronic Bond

and Government Securities Market (MOT

Market)] of Borsa Italiana S.p.A.][Luxembourg

- 10 -

Stock Exchange’s] regulated market with effect

from [●] and to be listed on the [Official List of

the Luxembourg Stock Exchange].]

[Application is expected to be made by the

relevant Issuer (or on its behalf) for the Securities

to be admitted to trading on [Luxembourg Stock

Exchange's regulated market] with effect from [●]

and to be listed on the [Official List of the

Luxembourg Stock Exchange][●].]

[Not Applicable]

[The original Securities are admitted to trading on

[[the Electronic Securitised Derivatives Market

(SeDeX)][the Electronic Bond and Government

Securities Market (MOT Market)] of Borsa

Italiana S.p.A.][Luxembourg Stock Exchange's]

regulated market [the Regulated Market

(Regulierter Markt) of the Frankfurt Stock

Exchange][the Regulated Market maintained by

Euronext Paris S.A.] and are listed on the [Official

List of [Borsa Italiana S.p.A][the Luxembourg

Stock Exchange][●].]

(Where documenting a fungible issue need to

indicate that original Securities are already

admitted to trading)

5.7 The sentence starting with the words "hereby communicate that…" of the Form of Renouncement

Notice (to be included for Italian Listed Certificates which are Italian Certificates) of Part D on

page 440 of the Base Prospectus is deleted in its entirety and replaced with:

"hereby communicate that we are renouncing the automatic redemption of the Certificates on the

Redemption Date [scheduled to fall on [•]] in accordance with the Conditions."

5.8 The sentence starting with "hereby communicate that…" of the Form of Renouncement Notice (to

be included for Italian Listed Certificates which are not Italian Certificates) of Part D on page

442 of the Base Prospectus is deleted in its entirety and replaced with:

"hereby communicate that we are renouncing the automatic redemption of the Certificates on the

Redemption Date [scheduled to fall on [•]] in accordance with the Conditions."

- 11 -

6. Amendments to the Terms and Conditions

6.1 Amendment to the opening paragraphs of the General Conditions

The following paragraphs are added to the opening paragraphs of the General Conditions,immediately after the end of the paragraph starting on page 448 of the Base Prospectus whichstarts with the words "Certificates designated as "Italian Certificates" in the Final Terms…":

"Notes designated as "Italian Notes" in the applicable Final Terms will constitute DematerialisedSecurities issued in uncertificated and dematerialised book-entry form in accordance with theItalian CSD Rules and are freely transferable by way of book entries on the accounts registered onthe Italian CSD or, with respect to Italian Notes which are admitted to trading on the ElectronicBond and Government Securities Market (MOT Market) of Borsa Italiana S.p.A., on any othercentral securities depository in accordance with the rules of Borsa Italiana S.p.A. applicable fromtime to time. No physical global or definitive securities will be issued in respect of Italian Notesother than as provided below and the provisions relating to presentation, surrender or replacementof such bearer instruments shall not apply.

For the purposes of these General Conditions and the Additional Conditions, references to"Italian Securities" shall be to either Italian Certificates or Italian Notes, as applicable in thecontext of the relevant Series."

6.2 Amendment to General Condition 1.2 (Title)

(a) The third sentence of General Condition 1.2 (Title) on page 450 of the Base Prospectus isdeleted in its entirety and replaced with:

"The Issuer shall cause to be kept at the specified office of the Registrar, for the timebeing at 5, Allée Scheffer, L-2520 Luxembourg, a register (the Register) on which shallbe entered, inter alia, the name and address of the beneficial owner of the principal andstated interest of the Registered Securities, the amount and type of the RegisteredSecurities held by each holder, and particulars of all transfers of title of the RegisteredSecurities."

(b) The final paragraph of General Condition 1.2 (Title) on page 452 of the Base Prospectus isdeleted in its entirety and replaced with:

"In the case of Italian Securities, Securityholder and holder of Security means theperson, other than another CSD, who is for the time being shown in the records of theItalian CSD in accordance with the Italian CSD Rules (the Italian Register) (or, withrespect to Italian Listed Securities, the person which is shown on any other centralsecurities depository, which is accepted by Borsa Italiana S.p.A. from time to time, inaccordance with the relevant rules) as holder of a particular number of Italian Securities.Except as ordered by a court of competent jurisdiction or as required by law, the holder ofany Italian Securities shall be deemed to be and may be treated as its absolute owner forall purposes, whether or not it is overdue and regardless of any notice of ownership, trustor an interest in it and no person shall be liable for so treating such holder and anycertificate or other document issued pursuant to the Italian CSD Rules (or, with respect toItalian Listed Securities, any other rules applicable to the relevant clearing system) as tothe number of Italian Securities standing to the account of any person shall be conclusiveand binding for all purposes except in the case of manifest error. The Issuer and the ItalianIssuing Agent (as defined in General Condition 12 (Agents) below) shall be entitled toobtain information from the Italian Register in accordance with the Italian CSD Rules."

- 12 -

6.3 Amendment to General Condition 3.2 (Scheduled Payment Currency Cessation Event) of theGeneral Conditions

Sub-paragraph (c) of General Condition 3.2 (Scheduled Payment Currency Cessation Event) onpage 458 of the Base Prospectus is amended as follows (for ease of reference changes have beenincluded in bold and underlined):

"3.2 Scheduled Payment Currency Cessation Event

If a Scheduled Payment Currency Cessation Event occurs:

(a) The Calculation Agent may, at any time, convert all of the Issuer's payment obligations inrespect of the Securities into any other currency as the Calculation Agent may select, inwhich case all such payment obligations shall be converted into such other currency (the"Replacement Payment Currency") at the rate of exchange determined by the CalculationAgent without the need for any further action or any consent. Any such conversion shallbe effective from the time and date notified to Securityholders by the Issuer in accordancewith General Condition 14 (Notices). Upon conversion (i) all of the Issuer's paymentobligations in respect of the Securities shall be denominated and payable in theReplacement Payment Currency, (ii) the Conditions shall be construed accordingly and(iii) the Calculation Agent shall be entitled to make such other changes to the Conditionsas it deems appropriate in order to give effect to the conversion.

(b) Until such time as the Calculation Agent converts the Issuer's payment obligations underthe Securities in accordance with paragraph (a) above, or in circumstances where theCalculation Agent determines not to do so, the Issuer's payment obligations in respect ofthe Securities shall be converted into the currency then adopted in France without the needfor any further action or any consent at the rate of exchange specified by applicable law oras otherwise determined by the Calculation Agent and the Conditions shall be construedaccordingly (including, without limitation, by giving effect to such other changes to theConditions as the Calculation Agent deems appropriate in order to reflect the conversion).

(c) By giving notice to the Securityholders in accordance with General Condition 14(Notices), the relevant Issuer, in its sole and absolute discretion, may redeem all, but notsome only, of the Securities early on a date to be specified by the Issuer, each Securitybeing redeemed at its Fair Market Value Redemption Amount denominated in theReplacement Payment Currency (if applicable) or the currency then adopted in France,provided that this General Condition 3.2(c) shall apply only in respect of Securitieswhich are not Italian Listed Notes."

6.4 Amendment to General Condition 6.5 (Redemption for FATCA Withholding) of the GeneralConditions

General Condition 6.5 (Redemption for FATCA Withholding) on page 474 of the Base Prospectusis amended by inserting the following as the first sentence thereof:

"This General Condition 6.5 will apply to the Securities if so specified in the applicable FinalTerms."

- 13 -

6.5 Amendment to General Condition 6.8 (Fair Market Value Redemption Amounts) of theGeneral Conditions

The sentence of General Condition 6.8 (Fair Market Value Redemption Amounts) on page 477 ofthe Base Prospectus which starts with the words "Notwithstanding the above, the Fair MarketValue Redemption Amount…" is deleted in its entirety and replaced with:

"Notwithstanding the above:

(i) the Fair Market Value Redemption Amount for Italian Listed Certificates and in respect ofan early redemption following an Additional Disruption Event will be the ADE MarketValue; or

(ii) in respect of any Security in respect of which a Fair Market Value Redemption AmountPercentage is specified in the applicable Final Terms, the Fair Market Value RedemptionAmount will be an amount equal to the Nominal Amount of such Security outstanding asat the date of calculation (as set out in Annex 9 of the Terms and Conditions as if the EarlyRedemption Amount was being calculated), multiplied by the Fair Market ValueRedemption Amount Percentage specified in the applicable Final Terms."

6.6 Amendment to General Condition 6.12 (Italian Listed Certificates)

References to "automatically exercised" and "automatic exercise" in General Condition 6.12(Italian Listed Certificates) are deleted and replaced with "automatically redeemed" and"automatic redemption", respectively.

6.7 Amendment to General Condition 24 (Definitions)

General Condition 24 (Definitions) is amended by adding the following in the list of definitionscontained therein:

(a) The following definitions of "Italian Listed Notes" and "Italian Listed Securities" areinserted on page 507 of the Base Prospectus, immediately after the definition of "ItalianListed Certificates":

"Italian Listed Note means a Note (which may be an Italian Note, or not, specified assuch in the applicable Final Terms), listed or intended to be listed on the MOT Market.

Italian Listed Security means either an Italian Listed Note or an Italian ListedCertificate, as applicable in the context of the relevant Series."

(b) The following definition of "MOT Market" is inserted on page 508 of the Base Prospectusimmediately after the definition of "Moody's":

"MOT Market means the Electronic Bond and Government Securities Market organisedand managed by Borsa Italiana S.p.A."

6.8 Amendments to Asset Linked Conditions

The words "This Condition will apply to the Securities unless specified as being not applicable inthe applicable Final Terms." are inserted as the first sentence of each of the following AssetLinked Conditions:

- 14 -

Commodity Linked Asset Condition 3.5 (Other Events), Index Linked Asset Condition 3.5 (OtherEvents), FX Linked Asset Condition 5 (Other Events Relating to FX Linked Securities), InflationLinked Asset Condition 2.7 (Other Events), Rate Linked Asset Condition 3 (Other Events), ETFLinked Asset Condition 3.6 (Other Events), Share Linked Asset Condition 3.4 (Other Events) andMulti-Asset Basket Linked Asset Condition 3.4 (Other Events).

7. Amendments to references to "Italian Certificates" and "Italian Listed Certificates"

7.1 The sentence on page 2 of the Base Prospectus which starts with the words "Specific provisionsapply to Italian Certificates…" is deleted in its entirety and replaced with:

"Specific provisions apply to Italian Securities and Italian Listed Securities (both as definedbelow), when specified in this Base Prospectus."

7.2 The paragraph on page 3 of the Base Prospectus which starts with the words "The Issuers maymake an application for certain certificates…" is deleted in its entirety and replaced with:

"The Issuers may make an application for certain notes or certificates issued under the Programmein uncertificated and dematerialised book-entry form in accordance with the applicable provisionsof the Italian law, regulations and operating procedures applicable to and/or issued by the relevantItalian central securities depository (the Italian Securities) to be listed on Borsa Italiana S.p.A.and to be admitted to trading on either the Electronic Securitised Derivatives Market of BorsaItaliana S.p.A. (the SeDeX Market), in respect of certificates (Italian Listed Certificates), or theElectronic Bond and Government Securities Market (the MOT Market), in respect of notes(Italian Listed Notes) (and, together with Italian Listed Certificates, Italian Listed Securities).Both the SeDeX Market and the MOT Market are regulated markets for the purposes of theMarkets in Financial Instruments Directive. The Issuers may also not make any application forcertain Italian Securities to be listed or traded. In each case, the applicable Final Terms willspecify whether or not Italian Securities are to be listed and admitted to trading on the SeDeXMarket or the MOT Market. If specified in the Final Terms, the Issuers may also issue ItalianSecurities which are being offered pursuant to an exemption from the Prospectus Directive orwhich will be issued outside the European Economic Area."

7.3 References in the following provisions of the Form of Final Terms to "Certificates", "ItalianCertificates" and to "Italian Listed Certificates" are deleted and replaced with references to"Securities", "Italian Securities" and "Italian Listed Securities", respectively:

Paragraph 7(c) (Interest Record Date(s)) of Part A, Paragraph 21 (Credit Linked Securities) of PartA and Paragraph 10 (Operational Information) of Part B.

References to Italian Listed Certificates in the Form of Final Terms shall, in relation to theapplication of the Increased Cost of Hedging Additional Disruption Event, be deemed to bereferences to Italian Listed Securities.

7.4 References in the following General Conditions and Additional Conditions to "Italian Certificates"and to "Italian Listed Certificates" are deleted and replaced with references to "Italian Securities"and "Italian Listed Securities", respectively (including, where applicable, in the headings of thoseConditions):

General Conditions 1.3(i) (Transfer of Dematerialised Securities), General Condition 4.2(e)(ii)(Definitions), General Condition 4.9 (Interest calculations regarding Italian Certificates), GeneralCondition 5.12 (Payments in respect of Italian Certificates), General Condition 6.8 (Fair MarketValue Redemption Amounts), General Condition 12.1 (General provisions), General Condition 15

- 15 -

(Meetings of Securityholders, Modification and Waiver), General Condition 24 (Definitions) (butonly in the definition of "Interest Record Date"), Commodity Linked Asset Condition 3.4(a)(Definitions), Index Linked Asset Condition 3.4(a) (Definitions), FX Linked Asset Condition 4.1(Additional Disruption Events), Inflation Linked Asset Condition 2.6(a) (Definitions), Rate LinkedAsset Condition 2.1 (Definitions), ETF Linked Asset Condition 3.5(a) (Definitions), Share LinkedAsset Condition 3.3(a) (Definitions), Multi-Asset Basket Linked Condition 3.3(a) (Definitions),the introductory paragraphs of the Credit Linked Conditions and Bond Linked Condition 6(Definitions).

7.5 Reference to "Condition 23 (Definitions)" on page 1 of the Base Prospectus shall be deleted andreplaced with "Condition 24 (Definitions)".

ArrangerCrédit Agricole CIB

Dealers

Crédit Agricole CIB


The date of this Fourth Supplement is 17 November 2016

THIRD SUPPLEMENT DATED 6 SEPTEMBER 2016 TO THE BASE PROSPECTUS DATED 11 MAY 2016


and


and








This supplement (the “Third Supplement”) is supplemental to, and should be read in conjunction with, the base prospectus dated 11 May 2016 (the “Base Prospectus”), the first supplement to the Base Prospectus dated 8 July 2016 (the “First Supplement”) and the second supplement to the Base Prospectus dated 16 August 2016 (the “Second Supplement”), each in relation to the €50,000,000,000 Structured Debt Instruments Issuance Programme of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (each an “Issuer” and together the “ Issuers”). Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meanings when used in this Third Supplement.

The Base Prospectus, the First Supplement, the Second Supplement and this Third Supplement together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the “Prospectus Directive”). The Commission de Surveillance du Secteur Financier (the “CSSF”) approved the Base Prospectus on 11 May 2016. Application was made to the CSSF for approval of this Third Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the “Prospectus Act”), which implements the Prospectus Directive.

Each Issuer accepts responsibility for the information contained in this Third Supplement. To the best of the knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

To the extent that there is any inconsistency between (a) any statement in this Third Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, as amended by the First Supplement and the Second Supplement, the statement referred to in this Third Supplement will prevail.

- 2 -

Save as disclosed in this Third Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication thereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for the Securities before this Third Supplement is published have the right, exercisable until 8 September 2016, 5 p.m., (Paris time) to withdraw their acceptances.

Copies of the Base Prospectus, the First Supplement, the Second Supplement and this Third Supplement may be obtained from the registered office of Crédit Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available on the Luxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and Investment Bank’s website: www.ca-cib.com.

This Third Supplement has been prepared for the purposes of:

1. incorporating by reference the financial statements dated as at and for the period ending 30 June 2016

of Crédit Agricole Corporate and Investment Bank 2. updating the Summary of the Base Prospectus accordingly; and 3. amending of the section headed “Description of Crédit Agricole Corporate and Investment Bank”

(pages 1264-1266 of the Base Prospectus).

1. Incorporation by reference of the unaudited financial statements dated as at and for the period

ending 30 June 2016 of Crédit Agricole Corporate and Investment Bank The following table indicates the pages references corresponding to the main information headings required by regulation EC 809/2004 (annex XI) (the Prospectus Regulation) enacting the terms of the Prospectus Directive.

Page number of the update of 2015

Shelf-Registration document of Crédit

Agricole CIB

1. Person responsible 108

2. Statutory auditors 109

3. Risk factors 10 to 20

6. Organisational structure 6.1 Brief description of the group and the issuer’s position within the Group 6.2 Dependence relationships within the Group 87

7. Recent trends 9

9. Administrative, management and supervisory bodies

9.1 Information concerning members of the administrative and management bodies

97 to 104

- 3 -

9.2 Conflicts of interest in the administrative, management and supervisory bodies

10. Major shareholders 73 11. Financial information concerning the issuer’s assets and liabilities,

financial position and profits and losses

11.1 Historical financial information

11.2 Financial statements

11.3 Auditing of historical annual financial statements 11.4 Dates of the most recent financial disclosures 11.5 Interim financial information 43 to 91 Income statement 45 Net income and other comprehensive income 46 Assets 47 Liabilities and shareholder’s equity 48 Change in shareholder’s equity 49 Cash flow statement 50 11.6 Legal and arbitration proceedings 11.7 Significant change in the issuer’s financial or commercial position 12. Material contracts N/A 13. Third party information and statements by experts and declarations of

any interests N/A

14. Documents on display N/A The information incorporated by reference that is not included in the cross-reference list, is considered as

additional information and is not required by the relevant schedules of Prospectus Regulation. 2. Update of the Summary of the Base Prospectus (pages 14 to 70 of the Base Prospectus) Elements B.12 and B.19/B.12 headed “Selected key financial information and no material adverse change and no significant change statements” are amended as follows (page 17 and page 23 of the Base

Prospectus):

B.12 Selected key financial information and no material adverse change and no significant change statements

[The following table shows Crédit Agricole CIB's selected key financial information as at and for the period ending 31 December 2015:

(consolidated data in millions of euros)

01/01/2015-31/12/2015 (audited)

01/01/2014-31/12/2014* (audited)

Income statement Revenues 5,205 4,352 Gross operating income 2,138 1,574 Net income 1,491 1,456 Net income (group share) 958 1,050 --------------- ---------------

- 4 -

(consolidated data in billions of euros)

31/12/2015 (audited)

31/12/2014* (audited)

Total liabilities and shareholders' equity

549.3 644.1

Loans and advances to banks and customers

164.4 165.4

Due to banks and customers 170.3 168.4 Equity, Group Share 17.4 16.0 --------------- --------------- Total shareholders' equity 17.5 16.1 *The 2014 data has

been restated following the application of

IFRIC 21, presented in Note 11 of the

Registration Document.

Ratios of Crédit Agricole CIB

31/12/2015 (Basel 3) (unaudited)


Core Tier 1 solvency ratio 10.4% 10.6% Tier 1 solvency ratio 13.8% 13.5% Total solvency ratio 15.2% 13.8%

The following table shows Crédit Agricole CIB's selected key financial information as at and for the six month period ending 30 June 2016:


30/06/2016 30/06/2015

Income statement Net banking income 2,532 2,986 Gross operating income 911 1,429 Net income 559 535

Net income - Group Share 556 527


30/06/2016 30/06/2015

Total equity and liabilities 600 567.3 Loans and receivables due from Credit institutions and due from customers

175 171

Due to banks and customers 170 169

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Equity, Group share 19.6 15.8 Total equity 19.7 15.9 Solvency ratios of Crédit Agricole CIB

30/06/2016

30/06/2015

Phased-in

Fully loaded

Phased-in

Fully loaded

Core Tier 1 ratio 10.8% 10.3% 10.0% 9.4% Tier 1 ratio 14.6% 12.3% 11.8% 9.4% Total capital ratio 16.6% 14.5% 13.2% 11.0%

There has been no significant change in the financial or trading position of Crédit Agricole CIB since 30 June 2016 and no material adverse change in its prospects since 31 December 2015.]

[The following table shows Crédit Agricole CIB FG's selected key financial information as at and for the period ending 31 December 2015:

Euros Thousands 31/12/2015 31/12/2014

Total Balance Sheet 2,961,461 4,438,504

Share capital 15 15

Result carried forward 16 15

Net result 1 0

The following table shows Crédit Agricole CIB FG's selected key financial information as at and for the period ending 30 June 2016:

Euros Thousands 30/06/2016

(unaudited)

30/06/2015

(unaudited)

Total Balance Sheet 2,548,718 3,450,672

Share capital 15 15

Result carried forward 17 16

Net result 0 0

There has been no significant change in the financial or trading position of

Crédit Agricole CIB FG since 30 June 2016 and no material adverse change in its prospects since 31 December 2015.]

[The following table shows Crédit Agricole CIB FS's selected key financial

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information as at and for the period ending 31 December 2015:

Euros 31/12/2015 31/12/2014

Total Balance Sheet 2,716,516,893 1,880,367,029

Share capital 225,000 225,000

Result carried forward (24,039) (24,665)

Net result 2,570 626

The following table shows Crédit Agricole CIB FS's selected key financial information as at and for the period ending 30 June 2016:

Euros

30/06/2016

(unaudited)

30/06/2015

(unaudited)

Total Balance Sheet 3,049,977,750 2,336,330,786

Share capital 225,000 225,000

Result carried forward (21,469) (24,039)

Net result 0 0


Crédit Agricole CIB FS since 30 June 2016 and no material adverse change in its prospects since 31 December 2015.]

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[B.19/B.12

Selected key financial information and no material adverse change and no significant change statements

[The following table shows Crédit Agricole CIB's selected key financial information as at and for the period ending 31 December 2015:


01/01/2015-31/12/2015 (audited)

01/01/2014-31/12/2014* (audited)

Income statement Revenues 5,205 4,352 Gross operating income 2,138 1,574 Net income 1,491 1,456 Net income (group share) 958 1,050 --------------- --------------- (consolidated data in billions of euros)

31/12/2015 (audited)

31/12/2014* (audited)

Total liabilities and shareholders' equity

549.3 644.1

Loans and advances to banks and customers

164.4 165.4

Due to banks and customers 170.3 168.4 Equity, Group Share 17.4 16.0 --------------- --------------- Total shareholders' equity 17.5 16.1 *The 2014 data has

been restated following the

application of IFRIC 21, presented in Note 11 of the Registration

Document.

Ratios of Crédit Agricole CIB



Core Tier 1 solvency ratio 10.4% 10.6% Tier 1 solvency ratio 13.8% 13.5% Total solvency ratio 15.2% 13.8%

The following table shows Crédit Agricole CIB's selected key financial information as at and for the six month period ending 30 June 2016:


30/06/2016 30/06/2015

Income statement Net banking income 2,532 2,986 Gross operating income 911 1,429

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Net income 559 535



30/06/2016 30/06/2015


175 171

Due to banks and customers 170 169 Equity, Group share 19.6 15.8 Total equity 19.7 15.9 Solvency ratios of Crédit Agricole CIB

30/06/2016

30/06/2015

Phased-in

Fully loaded

Phased-in

Fully loaded

Core Tier 1 ratio 10.8% 10.3% 10.0% 9.4% Tier 1 ratio 14.6% 12.3% 11.8% 9.4% Total capital ratio 16.6% 14.5% 13.2% 11.0%


Crédit Agricole CIB since 30 June 2016 and no material adverse change in its prospects since 31 December 2015.]

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3. Amendment of the section headed “Description of Credit Agricole Corporate and Investment Bank” (pages 1264-1266 of the Base Prospectus)

The following subsection is added in the Section headed “Selected Financial Information” on page 1266 of the Base Prospectus:

“The following tables show Crédit Agricole Corporate and Investment Bank’s selected financial information as at and for the sixth month period ending 30 June 2016:


30/06/2016 30/06/2015

Income statement Net banking income 2,532 2,986 Gross operating income 911 1,429 Net income 559 535



30/06/2016 30/06/2015


175 171

Due to banks and customers 170 169 Equity, Group share 19.6 15.8 Total equity 19.7 15.9 Solvency ratios of Crédit Agricole CIB

30/06/2016

30/06/2015

Phased-in

Fully loaded

Phased-in

Fully loaded

Core Tier 1 ratio 10.8% 10.3% 10.0% 9.4% Tier 1 ratio 14.6% 12.3% 11.8% 9.4% Total capital ratio 16.6% 14.5% 13.2% 11.0% ”

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Dealers

Crédit Agricole CIB Crédit Agricole Securities Asia B.V., Tokyo Branch

The date of this Third Supplement is 6 September 2016

SECOND SUPPLEMENT DATED 16 AUGUST 2016 TO THE BASE PROSPECTUS DATED 11 MAY 2016


and


and








This supplement (the “Second Supplement”) is supplemental to, and should be read in conjunction with, the base prospectus dated 11 May 2016 (the “Base Prospectus”) and the first supplement to the Base Prospectus dated 8 July 2016 (the “First Supplement”), each in relation to the €50,000,000,000 Structured Debt Instruments Issuance Programme of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (each an “Issuer” and together the “ Issuers”). Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meanings when used in this Second Supplement.

The Base Prospectus, the First Supplement and this Second Supplement together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the “Prospectus Directive”). The Commission de Surveillance du Secteur Financier (the “CSSF”) approved the Base Prospectus on 11 May 2016. Application was made to the CSSF for approval of this Second Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the “Prospectus Act”), which implements the Prospectus Directive.

Each Issuer accepts responsibility for the information contained in this Second Supplement. To the best of the knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

To the extent that there is any inconsistency between (a) any statement in this Second Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, as amended by the First Supplement, the statement referred to in this Second Supplement will prevail.

Save as disclosed in this Second Supplement, there has been no other significant new factor, material

- 2 -

mistake or inaccuracy relating to information included in the Base Prospectus since the publication thereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for the Securities before this Second Supplement is published have the right, exercisable until 18 August 2016, 5 p.m., (Paris Time) to withdraw their acceptances.

Copies of the Base Prospectus, the First Supplement and this Second Supplement may be obtained from the registered office of Crédit Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available on the Luxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and Investment Bank’s website: www.ca-cib.com.

This Second Supplement has been prepared for the purposes of:

1. incorporating by reference the financial statements dated as at and for the period ending 30 June 2016

of Crédit Agricole CIB Finance (Guernsey) Limited and incorporating by reference the financial statements dated as at and for the period ending 30 June 2016 of Crédit Agricole CIB Financial Solutions;

2. updating the Summary of the Base Prospectus; 3. updating the Moody’s Rating of Crédit Agricole CIB; 4. correcting an omission in the Base Prospectus as set out below; 5. updating the General Condition 17 (Substitution of the Relevant Issuer) of the Base Prospectus as set

out below; and 6. amending of the sections headed “Description of Crédit Agricole CIB Finance (Guernsey) Limited”

(pages 1266-1268 of the Base Prospectus) and “Description of Crédit Agricole CIB Financial Solutions” (pages 1269-1271 of the Base Prospectus).

1. Incorporation by reference of the financial statements dated as at and for the period ending 30

June 2016 of Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions

Incorporation of the financial statements as at and for the period ending 30 June 2016 of CRÉDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED

Page number of the financial statements at 30 June 2016 of Credit Agricole CIB Finance (Guernsey) Limited

Statement of director’s responsibilities Page 4 Statement of comprehensive income Page 5 Statement of financial position Page 6 Statement of changes in shareholders’ equity Page 7 Statement of cash flows Page 8 Notes to the financial statements Pages 9 to 48

The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Commission Regulation (EC)

- 3 -

N° 809/2004 (Prospectus Regulation) Incorporation of the financial statements as at and for the period ending 30 June 2016 of CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS

Page number of the financial statements at 30 June 2016 of Credit Agricole CIB Financial Solutions

Statement of financial position Pages 3 to 4 Statement of comprehensive income Page 5 Statement of cash flows Page 6 Account notes Pages 7 to 42

The information incorporated by reference that is not included in the cross-reference list is considered as additional information and is not required by the relevant schedules of the Commission Regulation. 2a. Update of the Summary of the Base Prospectus (pages 14 to 70 of the Base Prospectus) Element B.12 headed “Selected key financial information and no material adverse change and no significant change statements” is amended as follows (page 17 of the Base Prospectus):

B.12 Selected key financial information and no material adverse change and no significant change statements

[The following