NBC Completes Offering

Pursuant to its recently established US$5 billion Global Covered Bond Programme, National Bank of Canada (“NBC”) completed an offering in the United States under Rule 144A and Regulation S of an aggregate amount of US$1,000,000,000 Series 1 1.650 per cent covered bonds due January 30, 2014 (the “Covered Bonds”). The Covered Bonds trade on the London Stock Exchange and are irrevocably and unconditionally guaranteed as to timely payment of principal and interest by NBC Covered Bond Guarantor Limited Partnership. Barclays Capital Inc., National Bank of Canada Financial Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. Incorporated acted as lead managers for the January 31, 2011 issuance.

NBC was advised by in-house counsel Dominic Paradis, Mélanie Viguié-Bilodeau, Annie Millette, François Courteau, Isabelle Tremblay and Louis Cormier and assisted in Canada by McCarthy Tétrault LLP with a team including Marc MacMullin, Robert Metcalfe, Frederic Cotnoir, Richard O'Doherty, Stephanie Lee, Candace Pallone, Tim Stewart, Jo-Anna Brimmer, Jennifer McGoey, Tina Benson, Gabrielle Richards and Andrew Silverman (tax); in the United Kingdom by Rob Brant and Alexander Strong of McCarthy Tétrault and in the United States by Allen & Overy LLP with a team including Lawton Camp, John Hwang and Nicola Rogers.

The lead managers were advised in the United States by Morrison & Foerster LLP with a team including Jerry Marlatt, Melissa Beck and Qian Wang and in Canada by Osler, Hoskin & Harcourt LLP with a team including Rick Fullerton, Kashif Zaman, Eli Cranley and Andy McGuffin and Amanda Heale (tax).