Banco Industrial e Comercial S.A. in the Update of Euro Medium-Term Note Program and Notes Offering

Cleary Gottlieb represented Commerzbank and HSBC Securities, as arrangers and dealers, and Merrill Lynch, Citigroup and Banco Itaú Europa, as dealers, in the update of the $1 billion Euro Medium-Term Note Program (the “Program”) of Banco Industrial e Comercial S.A. (“Bicbanco”).

Cleary Gottlieb also represented Merrill Lynch, HSBC Securities and Banco Itaú Europa, as managers, as well as Banco Votorantim and Banco Votorantim Securities, as co-managers, in an offering of $275 million 6.25% notes due 2013 issued by Bicbanco under the Program. The notes were exempt from registration in the U.S. and elsewhere pursuant to Rule 144A and Regulation S. The offering priced on January 12 and the notes were listed on the Luxembourg Stock Exchange.

Bicbanco is the leading medium-sized bank in Brazil in terms of loan portfolio and net income and was the fifth largest privately owned Brazilian bank in terms of loan portfolio based on the asset position of Brazilian banks as of September 30, 2009.