BPCE in $10 Billion U.S. Medium-Term Note Program

April 9, 2013

Cleary Gottlieb represented BPCE in the establishment of a $10 billion medium-term note program. Notes offered pursuant to the program will be offered by BPCE, a French bank. A subset of notes will be guaranteed by the New York Branch of Natixis, a subsidiary of BPCE. Program documentation was signed on April 9.

The notes will be offered in the United States in reliance on (i) the exemption from registration provided by Section 3(a)(2) of the Securities Act, (ii) on reliance on the exemption from registration provided by Rule 144A under the Securities Act, or (iii) pursuant to Regulation S under the Securities Act. The Notes will generally be senior unsecured fixed or floating rate notes. Natixis Securities Americas will serve as the arranger. Barclays Capital, Citigroup Capital Markets, Goldman Sachs, J.P. Morgan Securities, Merrill Lynch, Pierce, Fenner & Smith, Morgan Stanley, and Wells Fargo Securities will serve as dealers.

BPCE is the central body of Groupe BPCE, a leading French mutual banking group. Groupe BPCE was created through the July 2009 combination of the Groupe Banques Populaires and the Groupe Caisse d’Epargne, two leading French mutual banking groups.