Davis Polk & Wardwell LLP advised Dexia Crédit Local, acting through its New York Branch, in connection with its offering of US$2.25 billion 2% notes due 2013 and US$1.75 billion floating-rate notes due 2013 guaranteed by the states of Belgium, France and Luxembourg, issued pursuant to Rule 144A and Regulation S under the Securities Act. Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and RBS Securities Inc. were the joint lead managers and Dexia Banque Internationale à Luxembourg, société anonyme acting under the name of Dexia Capital Markets, was the co-lead manager for the offering.

Dexia Crédit Local is a French banking institution that supplies funding for capital expenditure to government and public sector entities, conducts credit operations promoting local development and provides insurance brokerage activities and consulting services in matters of financial management.

The Davis Polk corporate team included partner Andrés V. Gil and associates Karin B. Braverman and Amy T. Alter of the Paris office. Associate Julie Herzog of the Paris office provided French corporate advice. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Partner Arthur S. Long of the New York office provided bank regulatory advice and associate Catherine L. Martin of the New York office provided 1940 Act advice. Vivienne M. Guiden of the Paris office was the legal assistant for this transaction.