Banco Cruzeiro do Sul in Update of Euro Medium-Term Note Program and Notes Offering

February 22, 2010

Cleary Gottlieb represented BCP Securities as arranger and dealer in the update of the $1 billion Euro Medium-Term Note Program of Banco Cruzeiro do Sul ("Cruzeiro").

Cleary Gottlieb also represented BCP Securities and Banco BTG Pactual as managers and dealers in an offering of $250 million 8.50% notes due 2015 issued by Cruzeiro under the Program. The notes were exempt from registration in the United States and elsewhere pursuant to Rule 144A and Regulation S. The offering priced on February 12 and closed on February 22 and the notes were listed on the Luxembourg Stock Exchange.

Cruzeiro is a private commercial bank with a leading position in the paycheck-deductible loan and credit card loan segments in Brazil.