NATIXIS US MEDIUM-TERM NOTE PROGRAM LLC Callable Capped CMS Steepener Notes due July 31, 2028

Guaranteed by the New York branch of Natixis Series 2013-[●]

General Terms •••• This Pricing Supplement relates to the offering of the Series 2013-[●] Notes (collectively the “Notes”). •••• During the first two years of their term, the Notes will bear a fixed rate of interest. After the second year, the interest rate will

be linked to the difference between the USD constant maturity swap rate with a maturity of 5 years and the USD constant maturity swap rate with a maturity of 30 years (the “CMS Spread”). The CMS Spread will be determined on each Reference Date.

•••• For each Interest Period, interest will accrue as follows: o For each Interest Period commencing on or after the Issue Date to, but excluding, July 31, 2015, the interest rate

will be 10.00% per annum. o For each Interest Period commencing on or after July 31, 2015 (each, a “Floating Rate Interest Period”), the

interest rate per annum (the “Floating Interest Rate”) will be equal to the product of (1) the Multiplier of 4.00 and (2) the CMS Spread. However, the Floating Interest Rate will not be less than 0.00% per annum nor more than 10.00% per annum.

•••• We may redeem the Notes, in whole but not in part, beginning on July 31, 2014, and on each following Interest Payment Date, at our sole option, at 100% of the principal amount plus any accrued and unpaid interest.

•••• If the Notes have not been redeemed early then, at maturity, investors will receive 100% repayment of principal, plus any accrued and unpaid interest.

•••• The Notes have a maturity of 15 years. The Maturity Date is July 31, 2028. •••• The Issuer is a wholly-owned subsidiary of the Guarantor which itself is a branch of Natixis. Payment on the Notes is subject

to the credit risk of the Issuer and the Guarantor. •••• The Notes are not listed on any securities exchange.

Investing in the Notes involves significant risks. See “Selected Risk Considerations” on page PS-[9] of this Pricing Supplement, “Risk Factors Relating to the Notes” beginning on page [5] of the accompanying Preliminary Rate-linked Notes Product Supplement and “Risk Factors” beginning on page 13 of the Base Offering Memorandum. Please note that risk factors relating to Natixis are incorporated by reference in the Base Offering Memorandum, from documents available on the Natixis website.

________________________________________________ The Notes and the Guarantee have not been registered under the Securities Act of 1933 as amended (the “Securities Act”)

in reliance on the exemption from registration provided by Section 3(a)(2) of the Securities Act. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or

disapproved of the Notes or determined that this document is truthful or complete. Any representation to the contrary is a criminal offense. Under no circumstances shall this document constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

The Notes constitute unconditional liabilities of Natixis US Medium-Term Note Program LLC, and the Guarantee constitutes an unconditional obligation of the New York branch of Natixis. None of the Notes or the Guarantee is insured by the Federal Deposit Insurance Corporation.

Natixis Securities Americas LLC

The information in this preliminary pricing supplem ent is not complete and may be changed. This preliminary pricing supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PRICING SUPPLEMENT No. 1 dated July 11, 2013 (Subject to Completion) To the Preliminary Rate-Linked Notes Product Supplement dated May 30, 2013 (the “Product Supplement”) and the Base Offering Memorandum dated May 30, 2013 (the “Base Offering Memorandum”) Relating to the Natixis US Medium Term Note Program

PS-2

Terms of the Notes

Please refer to the information and definitions included in the accompanying Preliminary Rate-Linked Notes Product Supplement (the “Product Supplement”). These Notes are “Rate-linked Notes.” Unless otherwise defined herein, terms used in this pricing supplement are defined in the accompanying Product Supplement or in the Base Offering Memorandum.

General Terms:

Issuer: Natixis US Medium-Term Note Program LLC

Program Rating: Moody's A2 (stable outlook) / Standard & Poor's A (negative outlook)

Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by the Issuer and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.

Calculation Agent: Natixis

Guarantor: Natixis acting through its New York Branch

Placement Agent: Natixis Securities Americas LLC

Specified Currency: USD

Aggregate Principal Amount:

$[●]

Denomination/ Principal Amount per Note:

Minimum denominations of $10,000.00 and integral multiples of $1,000.00 in excess thereof. No person may, at any time, purchase or transfer Notes in an amount less than $10,000.

Price to Public and Placement Agent Discount:

Price to Public (1) Placement Agent Discount (3) Proceeds to Us

Per Note $1,000 (2) $35.00 $965.00

Total $[●] $[●] $[●]

(1) The proceeds you might receive if you were able to resell the Notes on the Issue Date are expected to be less than the Issue Price of the Notes. This is because the Issue Price includes the Placement Agent Discount set forth above and also reflects certain hedging costs associated with the Notes.

(2) The Notes will be sold with a minimum denomination of $10,000, and integral multiples of $1,000 in excess thereof. (3) Please see “Supplemental Plan of Distribution” on page PS-[15] of this Pricing Supplement for information about fees and commissions.

Trade Date: July 26, 2013

Issue Date: July 31, 2013

Maturity Date: July 31, 2028

Issue Price: 100%

CUSIP/ISIN: 63873HKA1 / US63873HKA13

Business Day: A day on which commercial banks and foreign exchange markets settle payments and are open for general business, including dealings in foreign exchange and foreign currency deposits, in New York

PS-3

City.

Business Day Convention:

Following Business Day Convention

Interest:

Interest Rate: For the first eight quarterly Interest Periods during the term of the Notes, the per annum interest rate will be equal to the Initial Interest Rate.

For the Interest Period commencing on or after July 31, 2015 and each subsequent Interest Period (collectively, the “Floating Rate Interest Periods”), the per annum interest rate will be the applicable Floating Interest Rate.

Initial Interest Rate: 10.00% per annum

Floating Interest Rate: With respect to any Floating Rate Interest Period, the product of (1) the Multiplier and (2) the Reference Rate for such Floating Rate Interest Period, provided that the Floating Interest Rate will not be less than the Minimum Interest Rate nor greater than the Maximum Interest Rate.

Reference Rate: For any Interest Period where the Notes bear interest at a Floating Interest Rate, an amount determined by the Calculation Agent equal to the CMS Spread on the relevant Reference Date. The CMS Spread is 30 Year CMS Rate minus 5 Year CMS Rate.

CMS Rates: The USD CMS Rate with a Designated Maturity of 30 years (“30 Year CMS Rate”) and the USD CMS Rate with a Designated Maturity of 5 years (“5 Year CMS Rate,” and together with 30 Year CMS Rate, the “CMS Rates”)

The CMS Rates are “constant maturity swap rates” that measure the fixed rate of interest payable on a hypothetical fixed-for-floating U.S. dollar interest rate swap transaction with a maturity of thirty years and five years, respectively. In such a hypothetical swap transaction, the fixed rate of interest, payable semi-annually on the basis of a 360-day year consisting of twelve 30-day months, is exchangeable for a floating 3-month LIBOR-based payment stream that is payable quarterly on the basis of the actual number of days elapsed during a quarterly period in a 360-day year.

The Calculation Agent will determine the CMS Rates by reference to the CMS Rates as published on the Reuters page “ISDAFIX1” (or any successor page) at approximately 11:00 a.m., New York City time, on the relevant Reference Date. If a CMS Rate does not appear on the ISDAFIX1 page on the relevant Reference Date, the relevant CMS Rate will be determined pursuant to the provisions set forth in “Description of the Notes – The Reference Rates – USD CMS Rate” beginning on page [19] of the accompanying Product Supplement.

Multiplier: 4.00

Maximum Interest Rate: 10.00% per annum

Minimum Interest Rate: 0.00% per annum

Interest Amount: With respect to any Interest Period, an amount determined by the Calculation Agent equal to the applicable Interest Rate multiplied by the relevant principal amount. Because the Floating Interest Rate for any Interest Period may be as low as 0.00%, the Interest Amount could be $0.00.

Interest Payment Dates: Quarterly, payable in arrears on January 31st, April 30th, July 31st and October 31st of each calendar year, commencing on October 31, 2013, and ending on the Maturity Date or the Optional Redemption Date, if applicable (in each case, subject to the Business Day Convention specified above).

PS-4

Interest Periods: The first period will begin on, and will include, the Issue Date and end on, but exclude, the first Interest Payment Date. Each subsequent Interest Period will begin on, and include, the Interest Payment Date for the preceding Interest Period and end on, but exclude, the next following Interest Payment Date. The final Interest Period will end on, but exclude, the Maturity Date (or the Optional Redemption Date, if applicable).

Interest Reset Dates: For each Interest Period commencing on or after July 31, 2015, the first day of such Interest Period

Reference Dates: The second U.S. Government Securities Business Day prior to each relevant Interest Reset Date

U.S. Government Securities Business Day:

Any day, other than a Saturday, Sunday, or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Day Count Fraction: Interest payable with respect to an Interest Period will be computed on the basis of a 360-day year of twelve 30-day months.

Payment per Note at Maturity or upon Optional Redemption:

Final Redemption Amount:

100% of the principal amount of each Note, on the Maturity Date or Optional Redemption Date (as the case may be), plus any accrued and unpaid Interest Amount.

Redemption at the Option of the Issuer - Issuer Call:

The Issuer has the right to redeem the Notes, in whole but not in part, on any Optional Redemption Date, subject to at least five (5) Business Days’ notice prior to the relevant Optional Redemption Date (the “Issuer Call”).

The “Optional Redemption Amount” per $1,000 principal amount of Notes payable by the Issuer on the related Optional Redemption Date with respect to such Issuer Call shall be an amount equal to $1,000 plus any Interest Amount.

Optional Redemption Date:

Each Interest Payment Date from (and including) July 31, 2014 to, but excluding, the Maturity Date.

PS-5

Additional Terms Specific to the Notes

You should read this Pricing Supplement together with the Base Offering Memorandum dated May 30, 2013 as supplemented from time to time relating to our medium-term notes of which the Notes are a part, and the more detailed information contained in the Preliminary Rate-linked Notes Product Supplement dated May 30, 2013 (the “Product Supplement”). This Pricing Supplement, together with the documents listed below, contain the terms of the Notes and supersede all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this Pricing Supplement, “Risk Factors Relating to Notes” in the accompanying Product Supplement and “Risk Factors” in the accompanying Base Offering Memorandum, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Please note that the Base Offering Memorandum incorporates by reference certain documents (including Risk Factors relating to Natixis) that are available on the Natixis website (www.natixis.com). Other information on the website is not incorporated by reference.

You may access the Base Offering Memorandum and the Preliminary Rate-linked Notes Product Supplement as follows:

• Preliminary Rate-linked Notes Product Supplement dated May 30, 2013:

[link to come]

• Base Offering Memorandum dated May 30, 2013:

http://equity.natixis.com/etc/Natixis_US_MTN-Final_Base_Offering_Memorandum-20130530.pdf

PS-6

Hypothetical Interest Rate and Interest Payment Calculations

As described above, for each Interest Period commencing on or after July 31, 2015, the Notes will pay interest on each Interest Payment Date at the applicable Floating Interest Rate. The following illustrates the process by which the Interest Rate and Interest Amount are determined for any such Interest Periods.

For purposes of these examples, we assume that the Notes are not being redeemed prior to maturity pursuant to our Issuer Call right. If we exercise our redemption option, you will receive on the Optional Redemption Date $1,000 per $1,000 principal amount of Notes plus any accrued and unpaid Interest Amount.

Floating Interest Rate Calculation

Step 1: Calculate the Reference Rate.

For each Floating Rate Interest Period, the Reference Rate is equal to the CMS Spread, which is calculated by subtracting 5 Year CMS Rate from 30 Year CMS Rate, each as determined with respect to the Reference Date for that Floating Rate Interest Period (that is, two U.S. Government Securities Business Days prior to the first day of the Floating Rate Interest Period).

Step 2: Calculate the per annum interest rate for each Interest Payment Date.

For each Floating Rate Interest Period, the per annum interest rate is determined by multiplying (1) the Multiplier applicable to that Floating Rate Interest Period by (2) the Reference Rate, then applying the Minimum Interest Rate and Maximum Interest Rate. Because the Minimum Interest Rate on the Notes is equal to 0.00% per annum, if the Reference Rate on any Reference Date was equal to or less than 0.00%, you would not receive an interest payment on the related Interest Payment Date. The per annum interest rate will also be limited to the Maximum Interest Rate of 10.00%.

Step 3: Calculate the Interest Amount payable for each Interest Payment Date.

For each Floating Rate Interest Period, once the Calculation Agent has determined the applicable interest rate per annum, the effective interest rate for that Floating Rate Interest Period will be calculated by multiplying the per annum interest rate determined for that Floating Rate Interest Period by the applicable day count fraction. The resulting effective interest rate is then multiplied by the relevant principal amount to determine the actual Interest Amount payable on the related Interest Payment Date. No adjustments to the amount of interest calculated will be made in the event an Interest Payment Date is not a Business Day.

Example Interest Rate and Interest Payment Calculations

The examples on the following page illustrate how the per annum interest rate and Interest Amounts would be calculated for a given Floating Rate Interest Period under various scenarios for the CMS Rates and the Reference Rate. These examples are based on the Reference Rate for the Notes being the difference of 30 Year CMS Rate minus 5 Year CMS Rate, the Multiplier of 4.00, the Minimum Interest Rate of 0.00% per annum, the Maximum Interest Rate of 10.00% per annum, and the calculation of interest payments using a 30/360 day count basis (such that the applicable day count fraction for the quarterly interest payment for each Floating Rate Interest Period will be 90/360).

The hypothetical values of the CMS Rates set forth in the table below have been chosen arbitrarily for the purpose of these examples, and should not be taken as indicative of the future performance of the CMS Rates or the Reference Rate. Numbers in the table below have been rounded for ease of analysis. These examples assume that the Notes are held until maturity and do not take into account any tax consequences from investing in the Notes.

PS-7

30 Year CMS Rate

5 Year CMS Rate

Reference Rate1

Multiplier of 4.0 times Reference

Rate

Floating Interest Rate (per annum)2

Effective Floating Interest

Rate for a Floating

Rate Interest Period5

Interest Amount for a Floating

Rate Interest Period

(per $1,000 Note)6

2.00% 3.45% -1.45% -5.80% 0.00%3 0.00% $0.00 3.00% 3.85% -0.85% -3.40% 0.00%3 0.00% $0.00 4.00% 4.00% 0.00% 0.00% 0.00%3 0.00% $0.00 4.75% 4.00% 0.75% 3.00% 3.00% 0.75% $7.50 5.75% 4.50 % 1.25% 5.00% 5.00% 1.25% $12.50 6.50% 4.50% 2.00% 8.00% 8.00% 2.00% $20.00 7.00% 4.50% 2.50% 10.00% 10.00% 2.50% $25.00 8.50% 5.00% 3.50% 14.00% 10.00%4 2.50% $25.00

1. For any Floating Rate Interest Period, the Reference Rate is equal to the CMS Spread, which is 30 Year CMS Rate minus 5 Year CMS Rate, as determined by the Calculation Agent on the related Reference Date.

2. The interest rate per annum is equal to the product of (a) the Multiplier of 4.00 and (b) the Reference Rate for that Interest Period, subject to the Minimum Interest Rate (0.00% per annum) and the Maximum Interest Rate (10.00% per annum).

3. The interest rate per annum for any Interest Period will not be less than the Minimum Interest Rate of 0.00% per annum.

4. The interest rate per annum for any Interest Period will not be greater than the Maximum Interest Rate of 10.00% per annum.

5. The effective interest rate for any Interest Period equals the applicable interest rate per annum multiplied by the day count fraction (90/360).

6. The Interest Amount for an Interest Payment Date equals the principal amount multiplied by the effective interest rate for the related Interest Period.

Example 1: If on the Reference Date for the relevant Floating Rate Interest Period, 30 Year CMS Rate is 6.50% and 5 Year CMS Rate is 5.50%, the Reference Rate for the corresponding Interest Period would be 1.00% (equal to 30 Year CMS Rate minus 5 Year CMS Rate). In this case, the per annum interest rate for that Interest Period would be 4.00% (equal to the product of (1) the Reference Rate and (2) the Multiplier of 4.00), and you would receive an interest payment of $10.00 per $1,000 principal amount of Notes on the related quarterly Interest Payment Date, calculated as follows:

Effective Interest Rate = 4.00% x (90/360) = 1.00% Interest Payment = $1,000 x 1.00% = $10.00

Example 2: If on the Reference Date for the relevant Floating Rate Interest Period, 30 Year CMS Rate is 4.50% and 5 Year CMS Rate is 4.60%, the Reference Rate for the Interest Period would be -0.10% (equal to 30 Year CMS Rate minus 5 Year CMS Rate). Because the product of (1) the Reference Rate and (2) the Multiplier of 4.00 is -0.40%, which is less than the Minimum Interest Rate of 0.00% per annum, the per annum interest rate for that Interest Period would be 0.00% (the Minimum Interest Rate), and you would not receive an interest payment on the related quarterly Interest Payment Date.

Example 3: If on the Reference Date for the relevant Floating Rate Interest Period, 30 Year CMS Rate is 8.50% and 5 Year CMS Rate is 4.90%, the Reference Rate for the Interest Period would be 3.60% (equal to 30 Year CMS Rate minus 5 Year CMS Rate). Because the product of (1) the Reference Rate and (2) the Multiplier of 4.00 is 14.40%, which is greater than the Maximum Interest Rate of 10.00% per annum, the per annum interest rate for that Interest Period would be equal to the Maximum Interest Rate of 10.00% per annum, and you would receive an interest payment of $25.00 per $1,000 principal amount of Notes on the related quarterly Interest Payment Date, calculated as follows:

Effective Interest Rate = 10.00% x (90/360) = 2.50% Interest Payment = $1,000 x 2.50% = $25.00

We cannot predict the actual CMS Rates on any day or the value of the Notes, and we cannot predict the relationship between the CMS Rates and the value of the Notes at any time prior to the Maturity Date or the Optional Redemption Date, if applicable. The actual interest payment that a holder of the Notes will receive on each Floating Interest Rate Interest Payment Date and the rate of return on the Notes will depend on the actual CMS Rates determined by the Calculation

PS-8

Agent over the term of the Notes. Consequently, the Interest Amount to be paid in respect of the Notes on each Floating Interest Rate Interest Payment Date may be very different from the information reflected in the table above.

PS-9

Selected Risk Considerations

There are important differences between the Notes and a conventional debt security. An investment in the Notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the Notes in the “Risk Factors Relating to the Notes” beginning on page [5] of the Preliminary Rate-linked Notes Product Supplement and “Risk Factors – Risks relating to the Notes” beginning on page 13 of the Base Offering Memorandum. You must rely on your own evaluation of the merits of an investment linked to Rates. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

• The Notes are subject to the credit risk of Natixis acting through its New York Branch, as Guarantor of any payments due on the Notes, and any actual or anticipated changes to its credit ratings and credit spreads may adversely affect the market value of the Notes.

• Unlike conventional debt securities, the Notes do not provide for regular fixed interest payments after the second year. The Interest Amount you receive after the second year of the term of the Notes, if any, will depend on the extent to which 30 Year CMS Rate exceeds 5 Year CMS Rate during the term of the Notes. After the second year, there can be no assurance that you will receive an Interest Amount on any Interest Payment Date. The Notes are not a suitable investment for investors who require regular fixed income payments because the Interest Amounts are variable after the second year and may be zero.

• The amount of interest payable on the Notes with respect to any Floating Rate Interest Period is capped at the Maximum Interest Rate of 10.00% per annum, and the amount of interest you will be entitled to receive may be less than the return you could earn on other investments with a comparable maturity. Furthermore, due to the effect of the Multiplier of 4.00, you will not receive the benefit of any increase in the Reference Rate above 2.50% on any Reference Date, because of the Maximum Interest Rate.

• The Notes will not be listed or displayed on any securities exchange or quotation system, and there may be little or no secondary market for the Notes.

• The Issuer has the right to redeem your Notes at its option. If so, you might not be able to reinvest the proceeds in another investment with a similar return profile, and your reinvestment return might be lower.

• In seeking to provide investors with what we believe to be commercially reasonable terms for the Notes while providing the Issuer with compensation for its services, we have considered the costs of developing, hedging and distributing the Notes. If a trading market develops for the Notes (and such a market may not develop), these costs are expected to affect the market price you may receive or be quoted for your Notes on a date prior to the stated Maturity Date. None of the Issuer, the Guarantor or the Placement Agent is obligated to make a market for, or to repurchase, the Notes.

• Purchases and sales by Natixis and its affiliates or the Placement Agent and its affiliates may affect your return on the Notes.

• As the Calculation Agent is Natixis and an affiliate of the Issuer, potential conflicts of interest may exist between the Calculation Agent and the purchasers, including with respect to the exercise of the very broad discretionary powers of the Calculation Agent.

• Many factors affect the trading value of the Notes; these factors interrelate in complex ways and the effect of any one factor may offset or magnify the effect of another factor.

In addition to the risk factors, it is important to bear in mind that the Notes are unconditional liabilities of Natixis US Medium-Term Note Program LLC, and the Guarantee constitutes an unconditional obligation of the New York branch of Natixis. None of the Notes or the Guarantee is insured by the FDIC or secured by collateral. As such, any payments due on the Notes, including any repayment of principal, will be subject to the credit risk of the Issuer and the Guarantor.

PS-10

Historical Information

We have provided the following historical information to help you evaluate the behavior of the CMS Rates and hence, the CMS Spread, in various periods. The historical difference between the CMS Rates should not be taken as an indication of the future difference between the CMS Rates or the performance of the Notes. Fluctuations in the CMS Rates and hence, the CMS Spread, make the interest rate on the Notes difficult to predict and can result in an interest rate to investors that is lower than anticipated. Fluctuations in the CMS Rates and interest rate trends that have occurred in the past are not necessarily indicative of fluctuations that may occur in the future, which may be wider or narrower than those that have occurred historically.

Neither Natixis US Medium-Term Note Program LLC, the New York Branch of Natixis nor the Placement Agent can guarantee that the difference between the CMS Rates will be maintained or will increase, or that 30 Year CMS Rate will be greater than 5 Year CMS Rate over the term of the Notes so that you will receive a rate of interest greater than the Minimum Interest Rate for any Floating Rate Interest Period over the term of the Notes. The actual interest rate on the Notes for any Floating Rate Interest Period will depend on the actual CMS Spread on the applicable Reference Dates.

The following table shows historical month-end differences between the CMS Rates from January 2008 through July 10, 2013 based on the CMS Rates as published by Bloomberg L.P. The graph on the following page shows historical month-end differences between the CMS Rates from January 2008 through July 10, 2013 based on the CMS Rates as published by Bloomberg L.P. For each Floating Rate Interest Period, the Floating Interest Rate will be equal to the product of (1) the Multiplier of 4.00 and (2) the Reference Rate, with such product subject to the Minimum Interest Rate and Maximum Interest Rate. We have not independently verified or performed due diligence to confirm the accuracy or completeness of the historical data in the table and graph below. The Calculation Agent will determine the actual interest rate on the Notes for any Floating Rate Interest Period by reference to the CMS Rates as published on the Reuters page “ISDAFIX1” (or any successor page).

Historical Month-End Differences between 30 Year CMS Rate and 5 Year CMS Rate(1)

2008 2009 2010 2011 2012 2013 January 1.277 0.903 1.741 2.136 1.679 1.990 February 1.466 0.749 1.822 1.947 1.655 2.007

March 1.331 1.036 1.798 1.887 1.733 2.035 April 1.004 1.014 1.684 2.000 1.705 1.981 May 0.892 1.333 1.608 2.032 1.358 1.996 June 0.697 1.210 1.664 2.068 1.515 1.880 July 0.828 1.308 1.927 2.179 1.550 1.990(2)

August 0.766 1.328 1.593 1.935 1.701 September 0.618 1.271 1.820 1.459 1.800

October 0.577 1.482 2.216 1.678 1.789 November 0.229 1.689 2.068 1.423 1.797 December 0.593 1.548 1.952 1.358 1.907

____________________

(1) The Reference Rate will be an amount determined by the Calculation Agent equal to the CMS Spread, which is 30 Year CMS Rate minus 5 Year CMS Rate. For each Floating Rate Interest Period, the Floating Interest Rate will be equal to the product of (1) the Multiplier of 4.00 and (2) the Reference Rate, with such product subject to the Minimum Interest Rate and Maximum Interest Rate.

(2) As measured on July 10, 2013.

PS-11

Historical values of the CMS Spread are not indicative of future values of the CMS Spread.

Source: Bloomberg

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PS-12

Material U.S. Federal Income Tax Consequences

No Reliance

This discussion is limited to the federal tax issues addressed herein. It was written in connection with the marketing of the Notes, and it cannot be used by you for the purpose of avoiding penalties that may be asserted against you under the Internal Revenue Code of 1986, as amended (the “Code”). You should seek advice based on your particular circumstances from an independent tax adviser.

The following is a discussion of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of owning and disposing of the Notes. It replaces in its entirety the discussion in the accompanying Base Offering Memorandum under the heading "United States Taxation." It applies to you only if you are an initial investor who purchases a Note at its issue price for cash and holds it as a capital asset within the meaning of Section 1221 of the Code.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances, including alternative minimum tax and Medicare contribution tax consequences, as well as differing tax consequences that may apply if you are, for instance:

• a financial institution; • a regulated investment company; • a tax-exempt entity, including an “individual retirement account” or “Roth IRA”; • a dealer in securities; • a person holding a Note as part of a “straddle,” conversion transaction or integrated transaction, or who has

entered into a “constructive sale” with respect to a Note; • a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar; • a trader in securities who elects to apply a mark-to-market method of tax accounting; or • a partnership or other entity classified as a partnership for U.S. federal income tax purposes.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and

proposed Treasury regulations as of the date of this Pricing Supplement, changes to any of which, subsequent to the date of this Pricing Supplement, may affect the tax consequences described herein, possibly with retroactive effect. As the law applicable to the U.S. federal income taxation of instruments such as the Notes is technical and complex, the discussion below necessarily represents only a general discussion. Moreover, the effects of any applicable state, local or foreign tax laws are not discussed. You should consult your tax adviser concerning the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdictions.

Tax Consequences to U.S. Holders

You are a “U.S. Holder” if for U.S. federal income tax purposes you are a beneficial owner of a Note that is:

• a citizen or individual resident of the United States; • a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United

States, any state therein or the District of Columbia; or • an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

The Notes will be treated for U.S. federal income tax purposes as “contingent payment debt instruments,” that are

subject to the original issue discount (“OID”) provisions of the Code, and the Treasury regulations issued thereunder. You will be required to accrue as interest income the OID on your Notes as described below. Interest income accrued with respect to a Note will constitute U.S.-source income for U.S. federal income tax purposes.

We are required to determine a “comparable yield” for the Notes. The comparable yield is the yield at which we could issue a fixed-rate debt instrument with terms similar to those of the Notes, including the level of subordination, term, timing of payments and general market conditions, but excluding any adjustments for the riskiness of the contingencies or

PS-13

the liquidity of the Notes. Solely for purposes of determining the amount of interest income that you will be required to accrue, we are also required to construct a “projected payment schedule” in respect of the Notes representing a series of payments the amount and timing of which would produce a yield to maturity on the Notes equal to the comparable yield.

You may obtain the comparable yield and the projected payment schedule by contacting [Natixis Structured Products] at natixisstructuredproducts@us.natixis.com after the Issue Date. Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount of interest payments, if any, that we will pay on the Notes.

For U.S. federal income tax purposes, you are required to use our determination of the comparable yield and projected payment schedule in determining interest accruals and adjustments in respect of your Notes, unless you timely disclose and justify the use of other estimates to the Internal Revenue Service (“IRS”). Regardless of your method of tax accounting, you will be required to accrue, as interest income, OID on your Notes in each taxable year at the comparable yield, adjusted upward or downward to reflect the difference, if any, between the actual and the projected amounts of any contingent payments on the Notes during the year (as described below).

In addition to interest accrued based upon the comparable yield as described above, you will be required to recognize interest income in respect of a Note for a taxable year equal to the amount of any net positive adjustment, i.e., the excess of the actual payments (if any) over the projected payments for that year. A net negative adjustment in respect of a Note for a taxable year, i.e., the excess of the projected payments over the actual payments:

• will first reduce the amount of interest in respect of the Note that you would otherwise be required to include in income in the taxable year; and

• to the extent of any excess, will give rise to an ordinary loss, but only to the extent that the amount of all previous interest inclusions under the Note exceeds the total amount of your net negative adjustments treated as ordinary losses on the Note in prior taxable years.

A net negative adjustment is not subject to the limitation imposed on miscellaneous itemized deductions under Section 67 of the Code. Any net negative adjustment in excess of the amounts described above will be carried forward to offset future interest income in respect of the Note or to reduce the amount realized on a sale or exchange (including at maturity) of the Note.

Upon a sale or exchange of a Note, you generally will recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted tax basis in the Note. Your adjusted tax basis in a Note will equal the amount you paid to acquire the Note, increased by the amount of interest income previously accrued by you in respect of the Note (determined without regard to any of the positive or negative adjustments to interest accruals described above) and decreased by the amount of any prior projected payments in respect of the Note. You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions (reduced by the total amount of net negative adjustments previously taken into account as ordinary losses), and the balance as capital loss. As with net negative adjustments, these ordinary losses are not subject to the limitation imposed on miscellaneous itemized deductions under Section 67 of the Code. The deductibility of capital losses, however, is subject to limitations. Additionally, if you recognize a loss above certain thresholds, you might be required to file a disclosure statement with the IRS, although this is uncertain.

Purchasers who are not initial purchasers of Notes at their issue price should consult their tax advisers with respect to the tax consequences of an investment in Notes, including the treatment of the difference, if any, between the basis in their Notes and the Notes’ adjusted issue price.

Backup Withholding and Information Reporting

OID accrued on your Notes and the proceeds received from a sale or exchange of your Notes will be subject to information reporting unless you are an “exempt recipient.” You may also be subject to backup withholding on payments in respect of your Notes unless you provide proof of an applicable exemption or a correct taxpayer identification number and otherwise comply with applicable requirements of the backup withholding rules. Amounts withheld under the backup

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withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is furnished to the IRS.

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Supplemental Plan of Distribution

As described in the section of the Base Offering Memorandum entitled “Plan of Distribution” we are offering the Notes through our affiliate, Natixis Securities Americas LLC (“NSA”), who has agreed to purchase the Notes as principal and offer them to the public through Morgan Stanley & Co. LLC (“MS&Co.”), acting as dealer.

The Notes are being offered at the fixed public offering price set forth on the cover of this Pricing Supplement. The Issuer will have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole or in part. Each of NSA and MS&Co. will have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes through it in whole or in part.

NSA will purchase the Notes at a discount to the Issue Price equal to $35.00 per $1,000.00 principal amount of Notes (the “Placement Agent Discount”). NSA has informed us that it has engaged Morgan Stanley & Co. LLC as a selected dealer (in such capacity, the “Selected Dealer”) in connection with the distribution of the Notes. The Selected Dealer will purchase the Notes at an agreed concession that will be less than or equal to the Placement Agent Discount.

In addition, from time to time, NSA, the Selected Dealer, and their affiliates have engaged and in the future may engage, in transactions with us and have performed, and in the future may perform, services for us for which they have been, and may be, paid customary fees. In particular, we have entered or will enter into one or more hedging transactions in connection with this offering of Notes with a counterparty, which may be an affiliate of ours or of the Selected Dealer’s. We may hedge our obligations under the Notes by, among other things, purchasing securities, futures, options or other derivative instruments with returns linked or related to the CMS Rates, and we may adjust these hedges by, among other things, purchasing or selling securities, futures, options or other derivative instruments at any time. Our cost of hedging will include the projected profit that our counterparty expects to realize in consideration for assuming the risks inherent in hedging our obligations under the Notes. Because hedging our obligations under the Notes entails risk and may be influenced by market forces beyond our or our counterparty’s control, such hedging may result in a profit that is more or less than expected, or could result in a loss. It is possible that we or our counterparty may profit from this hedging activity, even if the value of the Notes declines.

In the future, NSA, the Selected Dealer, or any of their affiliates may repurchase and resell the offered Notes in market making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. The Notes are a new issue of securities with no established trading market. No assurance can be given as to the liquidity or existence of any trading market for the Notes.

ERISA Matters

For a discussion of the benefit plan investor consequences related to the Notes, see “ERISA Matters” in the accompanying Base Offering Memorandum.

The information in this Preliminary Rate-Linked Not es Product Supplement is not complete and may be changed. This Preliminary Rate-Linked Notes Product Supplement is not an offer to sell securities and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted.

(SUBJECT TO COMPLETION, DATED JULY 11, 2013)

PRELIMINARY RATE-LINKED NOTES PRODUCT SUPPLEMENT

(To the Base Offering Memorandum dated May 30, 2013)

NATIXIS (as Issuer)

NATIXIS US MEDIUM-TERM NOTE PROGRAM LLC (as Issuer)

Notes Guaranteed By NATIXIS, NEW YORK BRANCH

Natixis, a French incorporated company (société anonyme) (“Natixis” or the “Bank”) and Natixis US Medium-Term Note Program LLC, a Delaware limited liability company and a wholly owned subsidiary of the Bank (the “LLC ” and, together with the Bank, the “ Issuers” and each an “Issuer”), each may issue notes (the “Notes”) from time to time on a continuous basis in one or more series (each, a “Series”). Each Series of Notes will be issued by either the Bank or the LLC. The Notes will be entitled to the benefit of an unconditional guarantee (the “Guarantee”) of the due payment of principal, interest and other amounts due in respect thereof, issued by the New York Branch of the Bank (in such capacity, the “Guarantor ”).

The Issuers may from time to time issue Notes linked to one or more benchmark rates, market interest rates, or economic indicators (each, a “Reference Rate”). Subject to the terms set forth in the applicable Pricing Supplement, the amount you will be paid at maturity, whether you will receive periodic interest or coupon payments, the amount of any periodic interest or coupon payments, whether your Notes will be redeemed prior to maturity and the amount you will be paid upon a redemption prior to maturity may each depend on the level of, or changes to, or other events relating to or characteristics of, the relevant Reference Rate(s).

The specific terms applicable to the Notes of each Series will be set forth in a pricing supplement (a “Pricing Supplement”) that the relevant Issuer will prepare for such Series. The Pricing Supplement may contain additional information about the hypothetical performance of the Notes of each Series and related risk factors, as well as information on the Reference Rate or Reference Rates to which the Notes are linked. A preliminary form of the Pricing Supplement may be issued (with pricing information to be completed) in connection with the offering of Notes.

This product supplement (this “Product Supplement”) is a supplement to the base offering memorandum dated May 30, 2013 (the “Base Offering Memorandum”), which contains additional information relating to the Notes, the Issuers and the Guarantor, including risk factors applicable to them.

The Issuers do not expect to apply to list the Notes on any exchange, unless otherwise stated in the applicable Pricing Supplement.

Investing in the Notes involves a number of risks. See “Risk Factors Relating to the Notes” beginning on page [5] of this Product Supplement, and “Risk Factors” beginning on page 13 of the Base Offering Memorandum, as well as any section entitled “Risk Factors” or the equivalent in the Pricing Supplement, or the preliminary form of such Pricing Supplement, for a Series of Notes.

The Notes and the Guarantee have not been registered under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemption from registration provided by Section 3(a)(2) of the Securities Act.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or determined that this Product Supplement and the accompanying Base Offering Memorandum are truthful or complete. Any representation to the contrary is a criminal offense. Under no circumstances shall this Product Supplement or the accompanying Base Offering Memorandum constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

The Notes constitute unconditional liabilities of the relevant Issuer, and the Guarantee constitutes an unconditional obligation of the Guarantor. The publisher of any Reference Rate to which the Notes are linked will not be involved in any way in the offering of any Notes and will not have any obligations relating to the Notes or to holders of the Notes. None of the Notes or the Guarantee is insured by the Federal Deposit Insurance Corporation.

NATIXIS The date of this Product Supplement is May 30, 2013.

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TABLE OF CONTENTS

SUMMARY INFORMATION — Q&A ....................................................................................................................... 2

RISK FACTORS RELATING TO THE NOTES ......................................................................................................... 5

DESCRIPTION OF THE RATE-LINKED NOTES ................................................................................................... 11

General .......................................................................................................................................................... 11

Maturity Date ................................................................................................................................................ 11

Payment at Maturity ...................................................................................................................................... 11

Interest or Coupon Payments ........................................................................................................................ 12

Redemption; Calls ......................................................................................................................................... 13

Events of Default and Acceleration ............................................................................................................... 14

Fiscal and Paying Agent and CUSIP ............................................................................................................. 14

Calculation Agent .......................................................................................................................................... 14

Calculation of the Reference Rates ............................................................................................................... 14

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SUMMARY INFORMATION — Q&A

References in this Product Supplement to “we,” “our,” and “us” refer to the relevant Issuer only, and not the Guarantor.

What are the Notes?

The Notes are obligations of the relevant Issuer, to be issued as part of the U.S. Medium Term Note Program of the Issuers. However, when we refer to “Notes” in this Product Supplement, we mean Notes that are linked to one or more Reference Rates, which will be used to determine some or all of the following:

• The amount you will be paid at maturity;

• Whether you will receive periodic interest or coupon payments;

• The amount of any periodic interest or coupon payments you may receive;

• Whether the Notes will be redeemed prior to maturity;

• The amount you will be paid upon a redemption prior to maturity, if the Notes are subject to early redemption.

Are there any risks associated with my investment?

Yes, the Notes are subject to a number of risks. They are complex instruments and may not be suitable investments for certain investors. Please refer to the section “Risk Factors Relating to the Notes” in this Product Supplement.

What will I receive at maturity?

The applicable Pricing Supplement will specify the amount payable to you at maturity or, if applicable, the formula or methodology used to calculate your payment at maturity. If specified in the applicable Pricing Supplement, the Notes of a particular Series may be “principal protected,” which means that at maturity (but, for the avoidance of doubt, not necessarily in case of early redemption), subject to the credit risk of the relevant Issuer and the Guarantor, you will receive at least the principal amount of your Notes. All other Notes will not be “principal protected,” meaning that you may receive less than the principal amount of your Notes.

Will I receive periodic interest or coupon payments on the Notes?

The Notes may pay periodic interest or a coupon based on one or more Reference Rates. A Reference Rate may be a fixed rate, a floating rate or another benchmark or measure, as specified in the applicable Pricing Supplement. Any of such rates may be adjusted by applying a specific spread and/or multiplier. The relevant interest rate payable, if any, on any Note may be calculated by using a formula or methodology, as described in the applicable Pricing Supplement, which may include methodologies set forth in the Base Offering Memorandum. Unless otherwise specified in the applicable Pricing Supplement, the periodic interest or coupon will not be compounded.

Can the Notes be called before maturity? If so, what will I receive?

If specified in the applicable Pricing Supplement, the Notes of a Series may be redeemed prior to maturity. Depending on the terms of the Series, early redemption may be at the relevant Issuer’s option, at the option of the holders or automatic upon the occurrence of certain events (e.g. a relevant Reference Rate exceeds or is less than a specified level on a given date).

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The Issuer may also redeem the Notes before maturity on the occurrence of certain tax-related events, as described in the Base Offering Memorandum. If the Notes are redeemed prior to maturity, you will receive an amount specified in the applicable Pricing Supplement, which may be equal to, more than or less than the outstanding principal amount of the Notes and accrued interest thereon.

Who will be required to make payments on the Notes? Are the Notes guaranteed?

The Notes will be the direct, unconditional, unsubordinated and unsecured obligations of the relevant Issuer, with payments due on the Notes fully and unconditionally guaranteed by the Guarantor. The Guarantor’s obligations under the Guarantee constitute its direct, unconditional, unsubordinated and unsecured obligations. The relevant Issuer’s obligations under the Notes, and the Guarantor’s obligations under the Guarantee, and will at all times rank pari passu without any preference among each such obligation and, subject to such exceptions as may be provided for by applicable law, will at all times rank at least equally with all other present and future unsecured and unsubordinated indebtedness and obligations of the relevant Issuer or the Guarantor, as applicable.

The Guarantor will only guarantee payments that are actually due in respect of the Notes. For example, if payments on the Notes are reduced or eliminated due to a change in the level of, or other events relating to the Reference Rate(s), the Guarantor will not be required to make up for such reduction or elimination.

The publisher of any Reference Rate to which the Notes are linked will not be involved in any way in the offering of any Notes and will not have any obligations relating to the Notes or to holders of the Notes.

The Notes are obligations of the relevant Issuer, guaranteed only by the Guarantor. They will not be insured or guaranteed by the Federal Deposit Insurance Corporation or any other federal, state, local or foreign government or government agency or body.

What will I receive if I sell the Notes prior to maturity?

If you choose to sell your Notes prior to maturity, you are not guaranteed and should not expect to receive the full principal amount of the Notes you sell. You should refer to the sections “Risk Factors Relating to the Notes— The value of your Notes prior to maturity will depend on a number of factors and may be substantially less than the amount you originally invest” and “—You may not be able to sell your Notes prior to maturity” in this Product Supplement for further information.

What Are the U.S. Federal Income Tax Consequences of Investing in the Notes?

The characterization of the Notes for U.S. federal income tax purposes will depend upon the relevant economic terms of the particular issuance. The applicable Pricing Supplement relating to a Series of Notes will describe the U.S. federal income tax consequences of the ownership and disposition of a particular issuance of Notes. You cannot use the tax discussion in this Product Supplement or in the applicable Pricing Supplement for the purpose of avoiding penalties that may be asserted against you under the Internal Revenue Code of 1986, as amended.

Notwithstanding anything in this Product Supplement, the applicable Pricing Supplement or the Base Offering Memorandum to the contrary, you and each of your employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to this tax treatment and tax structure.

Will the Notes be listed on a securities exchange?

The Issuers do not expect to apply to list the Notes on any exchange, unless otherwise stated in the applicable Pricing Supplement.

Can you tell me more about Natixis, Natixis US Medium-Term Note Program LLC and the New York Branch of Natixis?

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You should review the Base Offering Memorandum (including the documents incorporated by reference therein) for important information about the Issuers and the Guarantor, including risk factors related to their business and activities.

What is the role of Natixis’ broker-dealer affiliate, Natixis Securities Americas LLC?

Natixis Securities Americas LLC and/or any other broker-dealer(s) (which may be an affiliate(s) or non-affiliate(s) of the Issuers and/or the Guarantor) may act as placement agent(s) and/or underwriter(s) for the offering and sale of the Notes and may receive compensation for activities and services provided in connection with the offering and sale of the relevant Notes. After the initial offering of the Notes of a Series, any relevant broker-dealer may intend, but will not be obligated, to buy and sell the Notes to create a secondary market for holders of the Notes, and may engage in other activities described in the section “Plan of Distribution” in the Base Offering Memorandum. However, neither Natixis Securities Americas LLC nor any other relevant broker-dealer will be obligated to engage in any market-making activities, or continue those activities once it has started them.

What is the role of the Calculation Agent?

The calculation agent for the Notes of each Series (the “Calculation Agent”), which will be identified in the applicable Pricing Supplement, will make determinations with respect to the Notes. The Calculation Agent for a particular Series of Notes may be one of the Issuers or an affiliate of the Issuers and/or the Guarantor. You should refer to “Risk Factors—The Calculation Agent, which may be an Issuer or affiliate of the Issuers and/or the Guarantor, will make determinations with respect to the Notes” in this Product Supplement for more information.

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RISK FACTORS RELATING TO THE NOTES

Investing in the Notes involves a number of significant risks. The following description of the risk factors applicable to Notes linked to Reference Rates supplements the risk factors set forth in the Base Offering Memorandum. In addition, please review the information under “Risk Factors” or any equivalent section of the applicable Pricing Supplement for specific risks relating to a particular Series of Notes.

The Notes are subject to the credit risk of the relevant Issuer and the Guarantor, and any actual or anticipated changes to their respective credit ratings and credit spreads may adversely affect the value of the Notes.

The Notes are not guaranteed by any entity other than the Guarantor. If the relevant Issuer were to default on its obligations under the Notes, and the Guarantor were to default on its obligations under the Guarantee, your investment would be at risk and you could lose some or all of your investment. As a result, the value of the Notes will be affected by changes in the market’s view of the relevant Issuer’s and the Guarantor’s creditworthiness. Any decline, or anticipated decline, in their respective credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking the relevant Issuer’s or the Guarantor’s credit risk is likely to adversely affect the value of the Notes.

Unless the applicable Pricing Supplement specifies that you will receive the full return of principal at maturity or upon early redemption, you may receive less than your initial investment in the Notes.

If so specified in the applicable Pricing Supplement, principal amount payable at maturity will be linked, in whole or in part, to one or more specified Reference Rates and may be less than your initial investment in the Notes. In addition, any periodic interest or coupon may vary based, in whole or in part, upon the linked Reference Rate(s) and may be zero. As a result, you may be subject to the risk of receiving a negative return on your investment in the Notes and you may lose your entire investment.

Secondary market sales of the Notes may result in a loss of principal.

The value of the Notes may fluctuate, and if you are able to sell your Notes in any secondary market that may develop prior to maturity, you may receive less than your initial investment. You should not invest in the Notes if you are not willing to hold them to maturity.

The yield on the Notes may be lower than the yield on a standard debt security of comparable maturity.

Even if the specific terms of a Series of Notes provides for the full repayment of principal at maturity, the terms of the Notes still differ from those of conventional debt securities in that the periodic interest or coupon may vary based, in whole or in part, upon the applicable Reference Rate(s) and may be zero. As a result, the effective yield on the Notes may be less (perhaps significantly) than that which would be payable on a conventional interest-bearing debt securities with similar maturities issued by a company with creditworthiness comparable to that of the relevant Issuer (as guaranteed by the Guarantor).

Floating rate-linked Notes present different risk considerations than fixed rate-linked Notes.

If specified in the applicable Pricing Supplement, any payments you may receive on the Notes may be based on the level of, or changes to, or other events relating to or characteristics of, one or more Reference Rates that are floating rates. Notes linked to a floating rate will be subject to significant risks not associated with a conventional fixed-rate debt security. These risks include fluctuation of the applicable Reference Rate(s) and the possibility that, in the future, you will receive a lesser payment(s) or no payment at all on the Notes.

Additionally, for the purposes of determining any periodic interest or coupon payments, the interest or coupon rate for one or more interest periods may be switch from a fixed to a floating rate during the term of the Notes. We have no control over any fluctuations in the applicable Reference Rate(s), which could adversely affect the value of and payment(s) (if any) on the Notes.

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As a result, the effective yield on the Notes may be less (perhaps significantly) than that which would be payable on a conventional interest-bearing debt securities with similar maturities issued by a company with creditworthiness comparable to that of the relevant Issuer (as guaranteed by the Guarantor).

Any Reference Rate to which the Notes are linked may be volatile.

Market interest rates, swap rates, economic indicators, and other market measures that may be a Reference Rate to which the Notes are linked may be subject to volatility due to a variety of factors, including:

• sentiment regarding underlying strength and credit quality in the U.S., European, and global economies;

• expectations regarding the level of price inflation;

• prevailing market interest rates and central bank policy regarding market interest rates;

• the performance of capital markets generally;

• perceptions about future levels of the Reference Rate;

• geopolitical conditions and economic, financial, political, regulatory or judicial events that affect interest rates generally and that may affect the Reference Rate; and

• if applicable, the exchange rate and the volatility of the exchange rate between the currency in which the Notes are denominated and the currency in which any payments on the Notes are payable.

Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. Any Reference Rate to which the Notes are linked may move in a way that could result in a reduction or increased likelihood of reduction of any interest and/or principal payable on your Notes, if any, and consequently a reduction in the value of your Notes.

The manner in which any Reference Rate is determined may change during the term of the Notes.

There can be no assurance that the manner in which a Reference Rate is determined will not change during the term of the Notes. Any changes in the method used to determine such Reference Rate could reduce any payments to you under the Notes. Accordingly, the value of your Notes may be significantly reduced. In addition, if a Reference Rate is substantially altered, or is not quoted on the applicable Reuters page, Bloomberg page, or other reference page, or any substitute page thereto, the Calculation Agent may use a substitute reference source or alternative method of calculation to determine such Reference Rate, which may adversely affect the value of your Notes.

You will have no rights against the publisher(s) of the applicable Reference Rate(s).

You will have no rights against the publisher(s) of the applicable Reference Rate(s), even though any amount you may receive during the term of the Notes may depend on such Reference Rate(s). The publisher(s) of the applicable Reference Rate(s) are not in any way involved in this offering and have no obligation relating to the Notes or the holders of the Notes.

The level of a Reference Rate used to calculate any amounts payable on Notes may be different than the level of such Reference Rate at various other times during the term of the Notes.

If the level of a Reference Rate used to calculate any amounts payable on the Notes will be determined on specified dates during the term of the Notes, the level of such Reference Rate at various other times during the term of the Notes could be higher or lower than the level of such Reference Rate on those specified dates. This difference could be particularly large if there is significant volatility in the level of the Reference Rate during the term of the Notes. For example, if prior to a specified date of determination the level of a Reference Rate increases steadily from its initial level but then decreases sharply so that on such date it has returned to its initial level, the level of the

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Reference Rate used to calculate the applicable coupon payment will be significantly less than the level of the Reference Rate at its peak. In that case, if an investor had invested directly in the Reference Rate, or if the applicable interest payment was based on an average of levels throughout the relevant interest period, an investor may have achieved better returns.

Historical levels of a Reference Rate to which the Notes are linked are not indicative of future levels.

The future levels of any Reference Rate cannot be predicted based on historical levels. We cannot guarantee that the level of any Reference Rate will be at a level that would result in your desired return on your overall investment in the Notes. Holders of Notes linked to a Reference Rate may receive one or more payments on the Notes that will be affected by changes, which could be significant, in such Reference Rate. Changes in a Reference Rate can result from the interaction of many factors over which we have no control.

Investing in the Notes is not equivalent to investing in the applicable Reference Rate(s).

Subject to the terms set forth in the applicable Pricing Supplement, the Reference Rate(s) to which the Notes are linked may be adjusted by applying a specific spread and/or multiplier. Further, the relevant interest rate payable, if any, and your payment at maturity on any Note may be calculated by using a formula or methodology, as described in the applicable Pricing Supplement, which may include methodologies set forth in the Base Offering Memorandum. Therefore, any payments that you may receive on the Notes may not track the actual level(s) of the applicable Reference Rate(s).

Notes that are callable, either automatically or at the option of the relevant Issuer, involve additional risks.

Callable Notes present investment considerations different from those of non-callable Notes and may not be suitable for every investor. You should carefully consider the information provided in the applicable Pricing Supplement, including the circumstances in which and time periods when the Notes may be callable, either automatically or at the option of the relevant Issuer. If specified in the applicable Pricing Supplement, the decision whether to call the Notes before maturity in accordance with its terms will be in the relevant Issuer’s sole discretion. In that case, the Issuer will not be obligated to call the Notes, and will call them, if at all, when it is most advantageous to it to do so, without consideration of your investment needs. Depending on the terms of the Notes, you may face the risk that:

• the Notes may be paid prior to maturity as a result of a call and your return would be less than the yield which the Notes would have earned had the Notes been held to maturity;

• the Notes may be paid prior to maturity as a result of a call and you may not be able to reinvest your funds at the same rate and a similar level of risk as your original Notes; or

• the Notes may not be called and you may be required to hold the Notes until maturity, causing your return to be less than if the relevant Issuer had called the Notes and you were able to reinvest your funds in an investment with a higher yield than the yield on the Notes.

You may not be able to sell your Notes prior to maturity.

The Issuers do not expect to apply to list the Notes on any exchange, unless otherwise stated in the applicable Pricing Supplement. There is currently no secondary market for the Notes. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the Notes. One or more broker-dealers may, but will not be obligated to, make a market in the Notes. Because the Issuers do not expect that other market makers will participate significantly in any secondary market for the Notes, the price at which you may be able to sell your Notes is likely to depend on the price, if any, at which the broker-dealer(s) are willing to transact. If at any time the broker-dealer(s) do not act as market makers, it is possible there would be little or no secondary market for the Notes.

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The value of your Notes prior to maturity will depend on a number of factors and may be substantially less than the amount you originally invest.

The value of your Notes in any secondary market that may develop will be affected by the supply of and demand for the Notes, the level and volatility of the relevant Reference Rate(s), the level and volatility of market interest rates and yield rates generally and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe what we expect to be the impact of a change in a specific factor, assuming all other conditions remain constant, on the value, if any, of the Notes in any secondary market.

Level and Volatility of the relevant Reference Rate(s). Actual and anticipated changes in the level of any relevant Reference Rate may affect the value of your Notes, as such changes may affect the likelihood of receiving, and the magnitude of, any payments on the Notes. However, you should not expect the value of your Notes to vary in proportion to changes in the level of the applicable Reference Rate(s). Volatility is the term used to describe the size and frequency of market fluctuations. If the expected volatility of any applicable Reference Rate changes during the term of the Notes, the value, if any, of the Notes in any secondary market may decrease.

Changes in Correlation. For Notes linked to more than one Reference Rate or a basket of Reference Rates, if the correlation (the extent to which the levels of those Reference Rates increase or decrease to the same degree at the same time) among those Reference Rates changes, the value of the Notes may decrease.

Interest Rates. We expect that the value of the Notes will be affected by changes in U.S. and international market interest rates. Subject to the specific terms of the Notes, changes in the general level of market interest rates, and the amount of correlation (whether positive or negative), if any, between the applicable Reference Rate(s) and the general market interest rate levels, will result in changes, which may be adverse, to the value of the Notes.

Time Premium or Discount. As a result of a “time premium” or “discount,” the Notes may trade at a value above or below that which would be expected based on the level of market interest rates, which disparity is expected to be larger the longer the time remaining to the maturity of the Notes. A “time premium” or “discount” results from expectations concerning the level of market interest rates during the period prior to the maturity of the Notes. However, as the time remaining to maturity decreases, this “time premium” or “discount” may diminish, increasing or decreasing the value of the Notes.

Hedging Activities. Hedging activities related to the Notes by one or more of our affiliates will likely involve entering into derivative transactions, such as options, swaps or futures, that reference the relevant Reference Rate(s). It is possible that our affiliates may profit from this hedging activity, even if the value of the Notes declines. Profit or loss from this hedging activity could affect the price at which the broker-dealer affiliates of the Issuers and/or the Guarantor may be willing to purchase your Notes in any secondary market.

Credit Ratings, Financial Condition, and Results of the Relevant Issuer and the Guarantor. Actual or anticipated changes in the credit rating, financial condition, or results of the relevant Issuer and the Guarantor may affect the value of the Notes.

In the case of Notes linked to more than one Reference Rate or a basket of Reference Rates, the levels of the Reference Rates may not move in tandem and your return on the Notes may not reflect the full movement of the Reference Rates. Levels of the applicable Reference Rates may not move in tandem with each other and, therefore, your return on the Notes may not reflect the full change in the levels of such Reference Rates during the term of the Notes. Unless otherwise specified in the applicable Pricing Supplement, the change of one Reference Rate may offset, or be moderated by, an opposite change in the other Reference Rate(s). As a result, any payments to you under the Notes may be adversely affected, even if the levels of some of the Reference Rates are advantageous during the term of the Notes.

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Furthermore, to the extent the weighting applicable to any Reference Rate in a basket is greater than the weightings applicable to other Reference Rate(s) in such basket, a disadvantageous level for that Reference Rate will have a disproportionately large negative impact on any payments due on the Notes. The Calculation Agent, which may be the relevant Issuer or an affiliate of the relevant Issuer and/or the Guarantor, will make determinations with respect to the Notes.

The Calculation Agent for the Notes may be the relevant Issuer or an affiliate of the relevant Issuer and/or the Guarantor. The Calculation Agent will calculate any amount payable to you on the Notes, including payments of principal and/or interest. These determinations made by the Calculation Agent may adversely affect the payments to you.

There may be potential conflicts of interest.

If specified in the applicable Pricing Supplement, the relevant Issuer or an affiliate of the relevant Issuer and/or the Guarantor may act as the Calculation Agent for a series of Notes, Therefore, potential conflicts of interest may exist between the Calculation Agent and you, including with respect to certain determinations and judgments that the Calculation Agent must make in determining amounts due to you under your Notes.

We and our affiliates may carry out activities that minimize our risks related to the Notes. In particular, on or prior to the date of the applicable Pricing Supplement, we may have hedged our anticipated exposure in connection with the Notes by entering into derivative transactions, such as options, swaps or futures, that reference the relevant Reference Rate(s) or other instruments that we deemed appropriate in connection with such hedging. We may enter into such hedging arrangements with or through one of our subsidiaries or affiliates. These trading activities, however, could potentially alter the level of a Reference Rate and, therefore, the value of the Notes. In addition, we and our affiliates are likely to modify our hedge position throughout the term of the Notes. We cannot give any assurance that our hedging or trading activities will not affect the level of a Reference Rate. It is also possible that we or one of more of our affiliates could receive substantial returns from these hedging activities while the value of the Notes may decline.

We or one or more of our affiliates may also engage in trading in options or futures on the relevant Reference Rate(s) on a regular basis as part of our or their general broker-dealer activities and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including through block transactions. Any of these activities could adversely affect the level of a Reference Rate and, therefore, the value of the Notes.

We or one or more of our affiliates may also issue or underwrite additional Notes or other securities or financial or derivative instruments with returns linked to the level of, or changes to, or other events relating to or characteristics of, the relevant Reference Rate(s). By introducing competing products into the marketplace in this manner, we or one or more of our affiliates could affect adversely the value of the Notes. Further, to the extent that we or one of our affiliates serves as issuer, agent or underwriter for such securities or financial instruments, our or their interests with respect to such products may be adverse to those of the holders of the Notes. Any of these trading activities could potentially affect one or more of the relevant Reference Rates and, accordingly, could affect the value of the Notes and the amount of any payments to you under the Notes.

We, the Guarantor, the applicable broker-dealers(s) and/or one or more of our or their respective affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Notes.

WE, THE GUARANTOR, THE APPLICABLE BROKER-DEALER(S) AND/OR ONE OR MORE OF OUR OR THEIR RESPECTIVE AFFILIATES MAY HAVE PUBLISHED, AND MAY IN THE FUTURE

PUBLISH, RESEARCH REPORTS RELATING TO THE RELEVANT REFERENCE RATE(S), THE FINANCIAL MARKETS GENERALLY AND OTHER MATTERS THAT MAY INFLUENCE THE VALUE OF THE NOTES. THIS RESEARCH IS MODIFIED FROM TIME TO TIME WITHOUT NOTICE AND MAY EXPRESS OPINIONS OR PROVIDE RECOMMENDATIONS THA T ARE INCONSISTENT WITH PURCHASING OR HOLDING THE NOTES. ANY OF THESE ACTI VITIES MAY AFFECT THE VALUE

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OF THE NOTES. INVESTORS IN THE NOTES SHOULD MAKE T HEIR OWN INDEPENDENT INVESTIGATION OF THE MERITS OF INVESTING IN THE NOT ES AND ANY REFERENCE RATE(S)

TO WHICH THE NOTES MAY BE LINKED.

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DESCRIPTION OF THE RATE-LINKED NOTES

The following description of the particular terms of the Notes supplements the description of the general terms and provisions of the Notes set forth in the Base Offering Memorandum. If any specific information regarding the Notes in this Product Supplement is inconsistent with the more general terms of the Notes described in the Base Offering Memorandum, you should rely on the information in this Product Supplement.

The Pricing Supplement applicable to a particular Series of Notes will contain the specific information and terms for the offering of those Notes. If any information in the applicable Pricing Supplement is inconsistent with this Product Supplement or the Base Offering Memorandum, you should rely on the information in the applicable Pricing Supplement.

General

The Notes are medium-term notes as described in the Base Offering Memorandum (as supplemented and amended by this Product Supplement and the applicable Pricing Supplement). The aggregate principal amount of each Series of Notes will be set forth in the applicable Pricing Supplement. The Notes will be issued in such denominations as may be specified in the applicable Pricing Supplement. You will be able to transfer the Notes only in specified minimum denominations and integral multiples of the minimum denomination or such other amount as is specified in the applicable Pricing Supplement.

You will not have the right to receive physical certificates evidencing your ownership of the Notes except under limited circumstances. Instead, we will issue the Notes in the form of a global certificate, which will be held by the Depository Trust Company (“DTC”) or its nominee. Direct and indirect participants in DTC will record beneficial ownership of the Notes by individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the Notes through the accounts that these systems maintain with DTC. You should refer to the section “Book-Entry Procedures and Settlement” in the Base Offering Memorandum.

Although we expect that delivery of any Series of Notes generally will be made against payment on or about the third business day following the date of any contract for sale, we may specify a shorter or a longer settlement cycle in the applicable Pricing Supplement. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, if we have specified a longer settlement cycle in the applicable Pricing Supplement for an offering of Notes, purchasers who wish to trade those Notes on the date of the contract for sale, or on one or more of the next succeeding business days as we will specify in the applicable Pricing Supplement, will be required, by virtue of the fact that those Notes will settle in more than T+3, to specify an alternative settlement cycle at the time of the trade to prevent a failed settlement and should consult their own advisors in connection with that election.

Reference is made to the sections entitled “Description of the Notes” and “Terms and Conditions of the Notes” in the accompanying Base Offering Memorandum for a detailed summary of additional provisions of the Notes and of the Fiscal and Paying Agency Agreement under which the Notes will be issued.

Maturity Date

The maturity date for the Notes will be specified in the applicable Pricing Supplement.

Payment at Maturity

The amount you will be entitled to receive at maturity will be specified in the applicable Pricing Supplement, and may be a fixed amount or an amount calculated by using a formula or methodology applied, in whole or in part, to one or more Reference Rates. If specified in the applicable Pricing Supplement, the Notes of a particular Series may be “principal protected,” which means that at maturity (but, for the avoidance of doubt, not necessarily in case of early redemption), subject to the credit risk of the relevant Issuer and the Guarantor, you will receive at least the principal amount of your Notes. If the maturity date falls on a day that is not a Business Day (as defined in the Base

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Offering Memorandum), we will make the required payment at maturity, if any, in accordance with the Business Day Convention (as defined in the Base Offering Memorandum) specified in the applicable Pricing Supplement, or, if no Business Day Convention is so specified, in accordance with the Following Business Day Convention (as described in the Base Offering Memorandum), and no additional interest will accrue as a result of such delayed payment.

Interest or Coupon Payments

The Notes may pay periodic interest or coupon payments based on one or more Reference Rates. A Reference Rate may be a fixed rate, a floating rate or another benchmark or measure, as specified in the applicable Pricing Supplement. Any Reference Rate may be calculated by using a formula or methodology, as described in the applicable Pricing Supplement, which may use methodologies set forth in the Base Offering Memorandum. Unless otherwise specified in the applicable Pricing Supplement, the periodic interest or coupon will not be compounded. Interest, if any, will be payable on the date or dates set forth in the applicable Pricing Supplement (each such date, an “Interest Payment Date”). If any Interest Payment Date is not a Business Day, the related payment of interest or coupon will be made in accordance with the Business Day Convention specified in the applicable Pricing Supplement, or, if no Business Day Convention is so specified, in accordance with the Following Business Day Convention, and no additional interest will accrue as a result of such delayed payment.

Calculations of any interest or coupon payments on the Notes will be made pursuant to the section entitled “Terms and Conditions of the Notes” in the Base Offering Memorandum, unless otherwise specified herein or in the applicable Pricing Supplement.

Fixed-Rate Notes

We may issue Notes that bear interest at one or more fixed rates of interest, as specified in the applicable Pricing Supplement. We refer to these as “Fixed-Rate Notes.” Unless we specify otherwise in the applicable Pricing Supplement, each Fixed-Rate Note will bear interest from its original issue date or from the most recent date to which interest on the Note has been paid or made available for payment. Interest will accrue on the principal of a Fixed-Rate Note at the applicable fixed annual rate(s) stated in the applicable Pricing Supplement, until the principal is paid or made available for payment.

Unless we specify otherwise in the applicable Pricing Supplement, we will pay interest on any Fixed-Rate Note in arrears on the Interest Payment Dates set forth in the applicable Pricing Supplement and at maturity or, if applicable, earlier redemption. Unless we otherwise specify in the applicable Pricing Supplement, each interest payment due on an Interest Payment Date or the maturity date or early redemption date, as applicable, will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid, or, if no interest has been paid, from the original issue date, to but excluding the next Interest Payment Date or the maturity date or early redemption date, as applicable, as the case may be. Unless we specify otherwise in the applicable Pricing Supplement, interest on Fixed-Rate Notes will be computed and paid on the basis of a 360-day year consisting of twelve 30-day months.

Floating-Rate Notes

We may issue Notes that pay interest or coupon payments linked to one or more Reference Rate(s). We refer to such Notes as “Floating-Rate Notes”.

Unless otherwise specified in the applicable Pricing Supplement, the interest rate for a Floating-Rate Note will be determined by reference to:

• one or more Reference Rates based on the Designated Maturity applicable to each Reference Rate, if any;

• plus or minus the Spread applicable to each Reference Rate, if any; and/or

• multiplied by the Spread Multiplier applicable to each Reference Rate, if any.

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The “Designated Maturity” for any Reference Rate is the period to maturity of the instrument for which the Reference Rate is calculated and, if applicable, will be specified in the applicable Pricing Supplement. The “Spread” for any Reference Rate is the number of basis points to be added to or subtracted from any specified Reference Rate in order to calculate the applicable interest rate. The “Spread Multiplier ” for any Reference Rate is the percentage or coefficient by which any specified Reference Rate is multiplied in order to calculate the applicable interest rate. If applicable with respect to a Floating-Rate Note, each of the Spread and Spread Multiplier will be specified in the applicable Pricing Supplement.

A Floating-Rate Note also may be subject to:

• a maximum interest rate limit, or cap, on the interest that may accrue during any Interest Period;

• a minimum interest rate limit, or floor, on the interest that may accrue during any Interest Period; or

• both.

Unless we specify otherwise in the applicable Pricing Supplement, each Floating-Rate Note will accrue interest from its original issue date or from the most recent date to which interest on the Note has been paid or made available for payment. Interest will accrue on the principal of a Floating-Rate Note at the annual rate determined according to the interest rate formula or methodology, as described in the applicable Pricing Supplement, which may include methodologies set forth in the Base Offering Memorandum, until the principal is paid or made available for payment.

Unless we specify otherwise in the applicable Pricing Supplement, we will pay interest on any Floating-Rate Note in arrears on the Interest Payment Dates set forth in the applicable Pricing Supplement and at maturity or, if applicable, earlier redemption. Unless we specify otherwise in the applicable Pricing Supplement, each interest payment due on an Interest Payment Date or the maturity date or early redemption date, as applicable, will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid, or, if no interest has been paid, from the original issue date, to but excluding the next Interest Payment Date or the maturity date or early redemption date, as applicable, as the case may be.

The interest rate in effect from the original issue date to the first Interest Reset Date for a Floating-Rate Note will be the initial interest rate determined as described in the applicable Pricing Supplement. The interest rate of each Floating-Rate Note may be reset at specified intervals as set forth in the applicable Pricing Supplement. We refer to the period during which an interest rate is effective as an “Interest Period,” and the first day of each Interest Period as the “Interest Reset Date.” We will specify the Interest Reset Dates in the applicable Pricing Supplement. Each Interest Reset Date for any Floating-Rate Note is subject to the Following Business Day Convention, except in the case of Notes linked to LIBOR or EURIBOR, in which case each Interest Reset Date is subject to the Modified Following Business Day Convention (as described in the Base Offering Memorandum).

Redemption; Calls

The Notes of any Series may be called automatically upon the occurrence of certain events specified in the applicable Pricing Supplement or by the relevant Issuer prior to maturity in the Issuer’s discretion or at the option of Noteholders, each as specified in the applicable Pricing Supplement.

If “Redemption at the Option of the Issuer” or “Issuer Call” is specified in the applicable Pricing Supplement, the Issuer may, upon notice to Noteholders of the relevant Series as provided in the Base Offering Memorandum, redeem all, or, if so provided, some of the Notes of such Series on the date or dates specified in the applicable Pricing Supplement, at a redemption price equal to the early redemption amount as set forth in the applicable Pricing Supplement.

If “Redemption at the Option of the Noteholders” or “Noteholder Put” is specified in the applicable Pricing Supplement, upon the holder of any Note giving notice to the Issuer as provided in the Base Offering Memorandum or as otherwise provided in the Pricing Supplement, the relevant Issuer will redeem, subject to and in accordance with the terms specified in the applicable Pricing Supplement, in whole, but not in part, the Notes held by each

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Noteholder electing redemption on the optional redemption date and at the optional redemption amount specified in the applicable Pricing Supplement.

If specified in the applicable Pricing Supplement, the Notes may be subject to automatic early redemption upon the occurrence of certain events (e.g. a relevant Reference Rate exceeds or is less than a specified level on a given date). If so specified, the relevant Issuer will redeem the Notes of the relevant Series in whole but not in part on the automatic early redemption date and at the automatic early redemption amount specified in the applicable Pricing Supplement.

The Notes may also be redeemed in whole but not in part for reasons of a change in the tax regime as provided in the Base Offering Memorandum.

Events of Default and Acceleration

Subject to the terms set forth in the applicable Pricing Supplement, in case an Event of Default (as defined in the Base Offering Memorandum) with respect to any Note shall have occurred and be continuing, if the Notes of a Series are declared due and payable as provided in the Base Offering Memorandum, then the amount declared due and payable will be determined by the Calculation Agent and will equal, for each Note, the amount to be received on the maturity date as specified in the applicable Pricing Supplement. If applicable, such amount will be calculated as though the date of acceleration were the final Calculation Date. For purposes of the immediately preceding sentence, your final interest or coupon payment, if any, will reflect the portion of the interest or coupon payment that has accrued from and including the most recent Interest Payment Date to which interest has been paid, or if no interest has been paid, from the original issue date, to but excluding the date of acceleration.

Fiscal and Paying Agent and CUSIP

The Bank of New York Mellon will serve as fiscal and paying agent and registrar for the Notes and will also hold the master note or global note representing the Notes as custodian for DTC. The CUSIP number for each Series of Notes will be set forth in the applicable Pricing Supplement.

Calculation Agent

The Calculation Agent for a particular Series of the Notes may be the Issuer or an affiliate of ours and will be named in the applicable Pricing Supplement as of the original issue date of that Series. We may appoint different Calculation Agents from time to time after the original issue date of a particular Series of Notes without your consent and without notifying you of the change. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on the Issuer, the Guarantor and the holders of the Notes. The Calculation Agent is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment.

Calculation of the Reference Rates

If specified in the applicable Pricing Supplement, one or more payments to you under the Notes, including any interest or coupon payments and your payment at maturity, if any, will be based on the level(s) of the applicable Reference Rate(s) on one or more dates specified in the applicable Pricing Supplement or as set forth below (each, a “Reference Date”).

We refer to the date by which the calculation agent will determine a Reference Rate with respect to an Interest Reset Date or any Calculation Date, observation date, calendar date or other date specified in the applicable Pricing Supplement on which a level for the applicable Reference Rate(s) is required to be determined under the Notes with respect to a Reference Date as a “Calculation Date”.

Unless otherwise specified in the applicable Pricing Supplement, the relevant Reference Date with respect to a Calculation Date will be as follows:

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• for Notes linked to the CMT Rate, the Commercial Paper Rate or the USD CMS Rate, the second U.S. Government Securities Business Day preceding such Calculation Date;

• for Notes linked to the Federal Funds Rate, the U.S. Government Securities Business Day immediately preceding such Calculation Date;

• for Notes linked to LIBOR, the second London Banking Day preceding such Calculation Date;

• for Notes linked to EURIBOR or the EUR CMS Rate, the second TARGET Settlement Date preceding such Calculation Date;

• for Notes linked to the CPI, such Calculation Date; and

• for Notes that are linked to two or more Reference Rates, the Reference Date will be the most recent day that is a Reference Day for Notes linked to each applicable Reference Rate.

A “ U.S. Government Securities Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which the Securities Industry and Financial Markets Association (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

A “ London Banking Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in London, England or New York City are authorized or required by law, regulation or executive order to close.

A “ TARGET Settlement Date” means a day on which the TransEuropean Automated Real-Time Gross Settlement Express Transfer, or “TARGET,” System or any successor is operating.

The Reference Rates

The applicable Pricing Supplement may specify one or more of the below benchmark rates, market interest rates, or economic indicators, as applicable, as the Reference Rate(s) for each Series of Notes. We have derived all information about the Reference Rates contained in this Product Supplement from publicly available information and have not independently verified or performed due diligence to confirm the accuracy or completeness of such information.

The applicable Pricing Supplement may specify a representative amount which may be used in the determination of the applicable Reference Rate(s) (the “Representative Amount”). The Representative Amount, which may be the aggregate principal amount of the particular series of Notes, is the amount with respect to which such quotation which will be sought on the relevant Reference Date.

CMT Rate With respect to any Reference Date, the CMT Rate refers to the yield for United States Treasury securities at “constant maturity” for a period of the Designated Maturity specified in the applicable Pricing Supplement as set forth in H.15(519) under the caption “Treasury constant maturities,” as such yield is displayed on the Reuters page “FRBCMT” (or any successor page) on such Reference Date, as determined by the Calculation Agent. “H.15(519)” means the weekly statistical release designated as such published by the Board of Governors of the Federal Reserve System (the “Board of Governors”), or its successor, available through the website of the Board of Governors at http://www.federalreserve.gov/releases/hl5/, or any successor site or publication.

If on such Reference Date the applicable CMT Rate cannot be determined by reference to the applicable Reuters page, then the following procedures will be used by the Calculation Agent:

• If the CMT Rate is not displayed on the applicable Reuters page by 3:30 p.m., New York City time on such Reference Date, then the CMT Rate for such Reference Date will be a percentage equal to the yield for United States Treasury securities at constant maturity for a period of the Designated Maturity

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as set forth in H.15(519) under the caption “Treasury constant maturities” (expressed as a number and not a percentage).

• If the applicable CMT Rate does not appear in H.15(519), the CMT Rate for such Reference Date will be the rate for a period of the Designated Maturity as may then be published by either the Board of Governors or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15-519 (expressed as a number and not a percentage).

• If, on such Reference Date, neither the Board of Governors nor the United States Department of the Treasury publishes a yield on United States Treasury securities at a constant maturity for a period of the Designated Maturity of the relevant CMT Rate, the CMT Rate on such Reference Date will be an amount equal to the yield to maturity calculated by the Calculation Agent based on the arithmetic mean of the secondary market bid prices for United States Treasury securities, at approximately 3:30 p.m., New York City time, on the relevant Reference Date, received from three leading primary United States government securities dealers in the City of New York (expressed as a number and not a percentage). In selecting these bid prices, the Calculation Agent will request quotations from at least five such securities dealers, and will eliminate the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), for United States Treasury securities with an original maturity equal to the Designated Maturity of the relevant CMT Rate, with a remaining term to maturity of no more than one year shorter than the Designated Maturity of the relevant CMT Rate and in a principal amount equal to the Representative Amount. If two bid prices with an original maturity as described above have remaining terms to maturity equally close to the maturity of the relevant CMT Rate, the quotes for the United States Treasury security with the shorter remaining term to maturity will be used.

• If fewer than five but more than two such prices are provided as requested, the CMT Rate for the relevant Reference Date will be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations will be eliminated.

• If the Calculation Agent cannot obtain at least three United States Treasury securities quotations of the kind requested in the prior two bullet points, the Calculation Agent will determine the CMT Rate on such Reference Date to be an amount equal to the yield to maturity based on the arithmetic mean of the secondary market bid prices for United States Treasury securities, at approximately 3:30 p.m., New York City time, on such Reference Date, received from three leading primary United States government securities dealers in the City of New York (expressed as a number and not a percentage). In selecting these bid prices, the Calculation Agent will request quotations from at least five such securities dealers, and will eliminate the highest quotation (or if there is equality, one of the highest) and the lowest quotation (or if there is equality, one of the lowest), for United States Treasury securities with an original maturity greater than the Designated Maturity of the relevant CMT Rate, with a remaining term to maturity closest to the Designated Maturity of the relevant CMT Rate and in a Representative Amount. If two United States Treasury securities with an original maturity longer than the Designated Maturity of the relevant CMT Rate have remaining terms to maturity that are equally close to the Designated Maturity of the relevant CMT Rate, the Calculation Agent will obtain quotations for the United States Treasury security with the shorter remaining term to maturity.

• If fewer than five but more than two of the leading primary United States government securities dealers provide quotes as described in the prior paragraph, then the CMT Rate on such Reference Date will be based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of those quotations will be eliminated.

• If fewer than three leading primary United States government securities reference dealers selected by the Calculation Agent provide quotes as described above, the CMT Rate will be determined by the Calculation Agent acting in a commercially reasonable manner.

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Commercial Paper Rate With respect to any Reference Date, the Commercial Paper Rate refers to the money market yield, calculated as described below, of the rate for commercial paper having a maturity equal to the Designated Maturity, as published in H.15(519), under the heading “Commercial Paper—Nonfinancial,” on such Reference Date, as determined by the Calculation Agent. If on such Reference Date, the applicable Commercial Paper Rate cannot be determined as described above, then the following procedures will be used:

• If the above rate is not published by 3:00 p.m., New York City time, on such Reference Date, then the Commercial Paper Rate will be the money market yield of the rate on such Reference Date for commercial paper of equal Designated Maturity as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading “Commercial Paper—Nonfinancial.” “H.15 Daily Update” means the daily update designated as such published by the Board of Governors, or its successor, available through the website of the Board of Governors at http://www.federal reserve.gov/releases/h15/update/hl5upd.htm, or any successor site or publication.

• If by 3:00 p.m., New York City time, on such Reference Date the rate is not yet published in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will determine the Commercial Paper Rate to be the money market yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Reference Date of three leading dealers of U.S. dollar commercial paper in the City of New York, which may include the Issuer or any of its affiliates, selected by the Calculation Agent in its sole discretion, for commercial paper of the Designated Maturity, placed for an industrial issuer whose bond rating is at least “AA,” or the equivalent from a nationally recognized statistical rating agency.

• If the dealers selected by the Calculation Agent are not quoting as set forth above, the Commercial Paper Rate for such Reference Date will remain the Commercial Paper Rate for the immediately preceding Reference Date, or, if there was no immediately preceding Reference Date, the Commercial Paper Rate for such Reference Date will be determined by the Calculation Agent acting in a commercially reasonable manner.

The “money market yield” will be a yield calculated in accordance with the following formula:

where “D” refers to the applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the relevant Interest Period for which interest is being calculated.

CPI The CPI refers to the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers, reported monthly by the Bureau of Labor Statistics of the U.S. Department of Labor (the “BLS”), and published on Bloomberg CPURNSA (or any successor source). The CPI for a particular month is published during the following month. The CPI is a measure of the average change in consumer prices over time for a fixed market basket of goods and services, including food, clothing, shelter, fuels, transportation, charges for doctors’ and dentists’ services and drugs. In calculating the CPI, price changes for the various items are averaged together with weights that represent their importance in the spending of urban households in the United States. The contents of the market basket of goods and services and the weights assigned to the various items are updated periodically by the BLS to take into account changes in consumer expenditure patterns. The CPI is expressed in relative terms in relation to a time base reference period of 1982-1984 for which the level is set at 100.0.

With respect to any Reference Date, the Calculation Agent will use the most recently available and published level of the CPI determined as described above on such Reference Date, even if such level has been adjusted from a previously reported level for the relevant month. If the level of CPI is not reported on the Bloomberg page

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CPURNSA (or any successor source) for the relevant month by 4:00 p.m., New York City time, on such Reference Date, but has otherwise been published by BLS, the Calculation Agent will determine the level of the CPI on such Reference Date as published by BLS for that month using any other source as the Calculation Agent deems appropriate.

However, if a level of the CPI used by the Calculation Agent on any Reference Date is subsequently revised by the BLS, the Calculation Agent will continue to use the level of the CPI initially published by BLS and will not revise or adjust the level of the CPI, the applicable interest rate, if any, or any other variable under the Notes. If the CPI is rebased to a different year or period and the 1982-1984 CPI is no longer used, the base reference period for the Notes will continue to be the 1982-1984 reference period as long as the 1982-1984 CPI continues to be published.

If, while the Notes are outstanding, the CPI is discontinued or is substantially or materially altered, as determined in the sole discretion of the Calculation Agent, the successor index will be that chosen by the Secretary of the Treasury for the Department of the Treasury’s Inflation-Linked Treasuries as described at 62 Federal Register 846-874 (January 6, 1997) or, if no such securities are outstanding, the successor index will be determined by the Calculation Agent acting in a commercially reasonable manner and in accordance with general market practice at the time.

EUR CMS Rate With respect to any Reference Date, the EUR CMS Rate refers to the annual swap rate for Euro swap transactions with the Designated Maturity specified in the applicable Pricing Supplement, that appears on Reuters page “ISDAFIX2” (or any successor page) under the heading “EURIBOR BASIS—EUR” and above the caption “11:00 AM Frankfurt” at approximately 11:00 a.m., Frankfurt time, on such Reference Date, as determined by the Calculation Agent. If, on such Reference Date, the applicable EUR CMS Rate cannot be determined by reference to the applicable Reuters page (or any successor page), then the Calculation Agent will request from five leading swap dealers in the Frankfurt interbank market, selected by the Calculation Agent in its sole discretion, mid-market annual swap rate quotations in a Representative Amount and with terms equal to the Designated Maturity, at approximately 11:00 a.m., Frankfurt time, on such Reference Date. The “annual swap rate” means the mean of the bid and offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating Euro interest rate swap transaction with a term equal to the applicable Designated Maturity commencing on the relevant Reference Date and in the Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to the Euro Interbank Offered Rate, or EURIBOR, for deposits in Euros with a Designated Maturity of six months. If five quotations are provided as requested, the Calculation Agent will calculate the applicable EUR CMS Rate by eliminating the highest (or if there is equality, one of the highest) and the lowest (or if there is equality, one of the lowest) rates and taking the arithmetic mean of the remaining rates. If at least three, but fewer than five, quotations are provided, the EUR CMS Rate will be the arithmetic mean of the quotations. If fewer than three quotations are provided, the EUR CMS Rate will be determined by the Calculation Agent, acting in a commercially reasonable manner.

EURIBOR

With respect to any Reference Date, EURIBOR refers to the rate for deposits in euro with the Designated Maturity as specified in the applicable Pricing Supplement that appears on Reuters page “EURIBOR01” (or any successor page) as of 11:00 a.m., Brussels time, on such Reference Date, as determined by the Calculation Agent. If on any such Reference Date EURIBOR cannot be determined by reference to the applicable Reuters page (or any successor page), then the Calculation Agent will request the principal Euro-zone office of each of four major reference banks in the Euro-zone interbank market, selected by the Calculation Agent in its sole discretion, to provide the Calculation Agent with its offered quotation for deposits in euro to prime banks in the Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on such Reference Date and in a Representative Amount and for a term equal to the Designated Maturity. If at least two such quotations are so provided, then EURIBOR on such Reference Date will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, then EURIBOR on such Reference Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., Brussels time, on such Reference Date by three major banks for loans in euro to leading European banks, in a Representative Amount and for a term equal to the Designated Maturity; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, EURIBOR determined as of such Reference Date will be EURIBOR for the immediately preceding TARGET Settlement Date.

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“Euro-zone” means the region comprised of member states of the EU that have adopted the single currency in accordance with the relevant treaty of the EU, as amended.

Federal Funds Rate With respect to any Reference Date, the Federal Funds Rate refers to the rate for federal funds as published in H.15(519) under “Federal Funds (Effective)” that appears on Reuters page “FEDFUNDS1” (or any successor page) on such Reference Date, as determined by the Calculation Agent. If, on such Reference Date, the applicable Federal Funds Rate cannot be determined by reference to the applicable Reuters page, then the following procedures will be used by the Calculation Agent:

• If the above rate is not published by 3:00 p.m., New York City time, on such Reference Date, the Federal Funds Rate will be the rate on such Reference Date as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading “Federal Funds/Effective Rate.”

• If the above rate is not yet published in either H.15(519) or the H.15 Daily Update by 3:00 p.m., New York City time, on such Reference Date, the Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds by each of three leading brokers of U.S. dollar federal funds transactions in the City of New York, which may include the Issuer or any of its affiliates, selected by the Calculation Agent in its sole discretion, prior to 9:00 a.m., New York City time, on such Reference Date.

• If the brokers selected by the Calculation Agent are not quoting as set forth above, the Federal Funds Rate for such Reference Date will remain the Federal Funds Rate for the immediately preceding Reference Date, or, if there was no immediately preceding Reference Date, the Federal Funds Rate for such Reference Date will be determined by the Calculation Agent acting in a commercially reasonable manner.

LIBOR With respect to any Reference Date, LIBOR refers to the London Interbank Offer Rate for deposits in U.S. dollars with the Designated Maturity specified in the applicable Pricing Supplement that appears on Reuters page “LIBOR01” (or any successor page) at approximately 11:00 a.m., London time, on such Reference Date, as determined by the Calculation Agent. If on any such Reference Date LIBOR cannot be determined by reference to the applicable Reuters page (or any successor page), then the Calculation Agent will request the principal London office of four major banks in the London interbank market, selected by the Calculation Agent in its sole discretion, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars in a Representative Amount and for a term equal to the Designated Maturity, at approximately 11:00 a.m., London time, on such Reference Date. If at least two such quotations are provided, LIBOR for such Reference Date will be the arithmetic average of such quotations. If fewer than two such quotations are provided, the Calculation Agent, provided that the applicable Reference Date is also a Business Day, will request each of three major banks in the City of New York to provide such bank’s rate to leading European banks for loans in U.S. dollars in a Representative Amount and for a term equal to the Designated Maturity, at approximately 11:00 a.m., New York City time, on such Reference Date. If at least two such rates are provided, then LIBOR for such Reference Date will be the arithmetic average of such rates. If fewer than two such rates are provided, or if the applicable Reference Date is not also a Business Day, then LIBOR for such Reference Date will be LIBOR for the immediately preceding London Banking Day.

USD CMS Rate With respect to any Reference Date, the USD CMS Rate refers to the rate for U.S. Dollar swaps with the Designated Maturity specified in the applicable Pricing Supplement that appears on Reuters page “ISDAFIX1” (or any successor page) at approximately 11:00 a.m., New York City time, on such Reference Date, as determined by the Calculation Agent. If, on such Reference Date, the applicable USD CMS Rate cannot be determined by reference to Reuters page “ISDAFIX1” (or any successor page), then the Calculation Agent will request from five leading swap dealers in the New York City swap market, selected by the Calculation Agent in its sole discretion, mid-market semi-

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annual swap rate quotations in a Representative Amount and with terms equal to the Designated Maturity, at approximately 11:00 a.m., New York City time, on such Reference Date. The “semi-annual swap rate” means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for floating U.S. Dollar interest rate swap transaction with a term equal to the applicable Designated Maturity commencing on the relevant Reference Date and in the Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to LIBOR for deposits in U.S. dollar with a Designated Maturity of 3 months. If five quotations are provided as requested, the Calculation Agent will calculate the applicable USD CMS Rate by eliminating the highest (or if there is equality, one of the highest) and the lowest (or if there is equality, one of the lowest) rates and taking the arithmetic mean of the remaining rates. If at least three, but fewer than five, quotations are provided, the USD CMS Rate will be the arithmetic mean of the quotations. If fewer than three quotations are provided, the USD CMS Rate will be determined by the Calculation Agent acting in a commercially reasonable manner.

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