Obligation UBI Credito 0% ( XS0453279498 ) en EUR

UBI Credito

100 % ⇌

Italie

XS0453279498 ( en EUR )

23/09/2014 - Obligation échue

Prospectus brochure de l'obligation UBI Banca XS0453279498 en EUR 0%, échue

50 000 EUR

100 000 000 EUR

UBI Banca est une banque italienne, troisième plus grande banque du pays par nombre d'agences, offrant une gamme complète de services bancaires aux particuliers et aux entreprises.

L'obligation italienne XS0453279498 émise par UBI Banca, d'une valeur nominale totale de 100 000 000 EUR, avec un taux d'intérêt de 0%, une taille minimale d'achat de 50 000 EUR, et échéance le 23 septembre 2014, a été intégralement remboursée à son prix nominal de 100%.

BASE PROSPECTUS

BANCA POPOLARE DELL'ETRURIA E DEL LAZIO Soc. Coop.
(incorporated with limited liability under the laws of the Republic of Italy)
1,500,000,000
Euro Medium Term Note Programme
This document has been approved as a base prospectus (the "Base Prospectus") issued in compliance with Article 5.4 of Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Member State of the European
Economic Area) (the "Prospectus Directive") by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 which implements the Prospectus
Directive in Luxembourg. Application has been made by Banca Popolare dell'Etruria e del Lazio Soc. Coop. (the "Issuer") for notes
("Notes") issued under the 1,500,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus
during the period of twelve months after the date hereof, to be listed on the official list and admitted to trading on the regulated market
(the "Regulated Market") of the Luxembourg Stock Exchange. The Regulated Market of the Luxembourg Stock Exchange is a
regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. The Programme also allows for Notes
to be unlisted or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or
quotation systems as may be agreed with the Issuer. The CSSF assumes no responsibility with regards to the economic and financial
soundness of any transaction under this Programme or the quality and solvency of the Issuer.
Notes admitted to trading on a Regulated Market within the European Economic Area or offered to the public in a Member State of the
European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will not have a
denomination of less than 100,000 or, at the option of the Issuer and until such time that the increase of the minimum denomination
threshold for wholesale securities from 50,000 to 100,000 introduced by Directive 2010/73/EU is implemented in Italy and/or other
Member State(s) whose rules may be applicable for the purposes of the relevant issuance or offering of Notes, 50,000 (or its equivalent
in other currencies calculated as described herein). Under the programme, the Issuer, subject to compliance with all relevant laws, rules,
regulations and directives, may from time to time issue notes in bearer form denominated in any currency agreed between the Issuer and
the relevant Dealer (as defined below).
As more fully set out in "Taxation", payments of interest, premium (if any) and other similar amounts relating to Notes qualifying as
bonds (obbligazioni) or securities similar to bonds (titoli similari alle obbligazioni) are subject in principle to a 12.5 per cent. (20 per
cent. on interest, premium (if any) and other similar amounts relating to Notes accrued from 1st January 2012) substitutive tax (referred
to as the imposta sostitutiva), in certain circumstances. In order to obtain exemption at source from the imposta sostitutiva in respect of
payments of interest, premium or other amounts relating to such Notes, each Noteholder not resident in the Republic of Italy is generally
required to certify, inter alia, that such Noteholder is (i) deemed to be resident in a country which allows for a satisfactory exchange of
information with the Republic of Italy and (ii) the beneficial owner of payments of interest, premium or other similar amounts relating to
the Notes. Payments of interest, premium (if any) and other similar amounts relating to Notes with an original maturity of less than 18
months or qualifying as atypical securities (titoli atipici) are subject to a withholding tax at the rate of 27 per cent. Interest, premium (if
any) and other similar amounts relating to Notes having an original maturity shorter than 18 months, from 1st January 2012, should be
subject to the same tax regime provided for interest, premium (if any) and other similar amounts relating to Notes having an original
maturity exceeding 18 months. Atypical securities (titoli atipici) will be subject to a withholding tax at the rate of 20 per cent. on interest,
premium (if any) and other similar amounts payable from 1st January 2012. The Issuer will not be liable to pay any additional amounts
to Noteholders in relation to any such withholding.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the
Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Arranger and Dealer
Natixis
Dealers
Banca Akros (Gruppo Banca Popolare di Milano)
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays Capital
Credit Suisse
Dexia Capital Markets
HSBC
ING Commercial Banking
Natixis
Raiffeisen Bank International AG

3 November 2011

CONTENTS

Page
IMPORTANT NOTICES ....................................................................................................................................... 1
GENERAL DESCRIPTION ................................................................................................................................... 3
RISK FACTORS .................................................................................................................................................... 9
INFORMATION INCORPORATED BY REFERENCE .................................................................................... 20
FORMS OF THE NOTES .................................................................................................................................... 23
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 26
FORM OF FINAL TERMS .................................................................................................................................. 51
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................... 64
DESCRIPTION OF THE ISSUER ....................................................................................................................... 67
SUMMARY FINANCIAL INFORMATION RELATING TO THE ISSUER .................................................... 78
TAXATION ......................................................................................................................................................... 83
SUBSCRIPTION AND SALE ............................................................................................................................. 90
GENERAL INFORMATION ............................................................................................................................... 94

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Base Prospectus and declares that, having
taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to
the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as amended and/or supplemented by a document specific to such
Tranche called final terms (the "Final Terms"). This Base Prospectus must be read and construed together with
any supplements hereto and with any information incorporated by reference herein and, in relation to any
Tranche of Notes, must be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus
(including for this purpose, each relevant Final Terms) contains all information which is (in the context of the
Programme and the issue, offering and sale of the Notes) material; that such information is true and accurate in
all material respects and is not misleading in any material respect; that any opinions, predictions, expectations or
intentions expressed herein are honestly held or made and are not misleading in any material respect; that this
Base Prospectus does not omit to state any material fact necessary to make such information, opinions,
predictions, expectations or intentions (in the context of the Programme and the issue, offering and sale of the
Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the
foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or such other information as is in the public domain and, if given or made,
such information or representation should not be relied upon as having been authorised by the Issuer or any
Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and none of
the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base Prospectus
and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or
completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus
or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the
date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise),
business, prospects or general affairs of the Issuer or any of its subsidiaries since the date thereof or, if later, the
date upon which this Base Prospectus has been most recently supplemented or that any other information
supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
This Base Prospectus may only be used for the purposes for which it has been published. The distribution of this
Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are
required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base
Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale". In
particular, Notes have not been and will not be registered under the United States Securities Act of 1933 (as
amended) (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them
that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each
recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise), business, prospects and general affairs of the Issuer and its
subsidiaries.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed Euro 1,500,000,000 (and for this purpose, any Notes denominated in another currency shall be converted
into Euro at the date of the agreement to issue such Notes, calculated in accordance with the provisions of the

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Dealer Agreement (as defined under "Subscription and Sale")). The maximum aggregate principal amount of
Notes which may be outstanding at any one time under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and
Sale".
In this Base Prospectus, unless otherwise specified: references to a "Condition" are to the correspondingly
numbered provision set forth in "Terms and Conditions of the Notes"; references to "", "EUR" or "Euro" are
to the single currency introduced at the start of the third stage of European economic and monetary union and as
defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as
amended; references to "U.S.$", "U.S. dollars" or "dollars" are to the lawful currency for the time being of the
United States; references to "£" and "Sterling" are to the lawful currency for the time being of the United
Kingdom; and references to "billions" are to thousands of millions.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
The Issuer is currently rated by Fitch Italia S.p.A.
On 26 August 2010, Fitch Ratings Ltd. filed an application for registration, under Regulation (EU) no
1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (as
amended by Regulation (EU) no 513/2011) (the "Regulation"), of (and on behalf of) the Fitch Ratings group of
companies within the EU, in accordance with the requirements established by the Regulation; this application
includes Fitch Italia S.p.A. The application is currently being reviewed by the college of supervisors of Fitch
Ratings Limited and Fitch Italia S.p.A. has informed the Issuer that it expects the review process to be
completed in early Q4 2011. In the meantime, Fitch Italia S.p.A. has informed the Issuer that Article 40 of the
Regulation states: "[...] Existing credit rating agencies may continue issuing credit ratings which may be used
for regulatory purposes by the financial institutions referred to in Article 4(1) unless registration is refused [...]".
In connection with the issue of any Tranche of Notes under the Programme, the Dealer (if any) named as
the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.

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GENERAL DESCRIPTION
This section is a general description of the Programme, as provided under Article 22.5(3) of Regulation (EC)
809/2004. This description does not purport to be complete and is qualified in its entirety by the remainder of
this Base Prospectus. Words and expressions defined in "Terms and Conditions of the Notes" or elsewhere in
the Base Prospectus have the same meaning in this description.
Issuer:
Banca Popolare dell'Etruria e del Lazio Soc. Coop.
Arranger:
Natixis
Dealers:
Banca Akros S.p.A. (Gruppo Banca Popolare di Milano); Banca IMI
S.p.A.; Banco Bilbao Vizcaya Argentaria, S.A., Barclays Bank PLC;
Credit Suisse Securities (Europe) Limited; Dexia Crediop S.p.A., acting
under the name of Dexia Capital Markets; HSBC Bank plc; ING Bank
N.V.; Natixis; Raiffeisen Bank International AG and any other Dealer
appointed from time to time by the Issuer either generally in respect of the
Programme or in relation to a particular Tranche of Notes.
Fiscal Agent and Luxembourg
BNP Paribas Securities Services, Luxembourg Branch
Paying Agent:
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Listing, Approval and
The CSSF has approved this Base Prospectus as a base prospectus in
Admission to Trading:
compliance with the Prospectus Directive. Application has also been made
for Notes issued under the Programme to be listed on the Official List of
and admitted to trading on the Regulated Market of the Luxembourg Stock
Exchange. Notes may be listed or admitted to trading (as the case may be)
on other or further stock exchanges or markets agreed between the Issuer
and the relevant Dealer in relation to each Series. Notes may also be issued
which are neither listed nor admitted to trading on any market.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified in the
relevant Final Terms.
Initial Programme Amount:
Up to Euro 1,500,000,000 (or its equivalent in other currencies) aggregate
principal amount of Notes outstanding at any one time. The Issuer may
increase the amount of the Programme in accordance with the terms of the
Dealer Agreement.
Issuance in Series:
Notes may be issued on a syndicated or non syndicated basis and will be
issued in Series. Each Series may comprise one or more Tranches issued
on different issue dates. The Notes of each Series will all be subject to
identical terms, except that the issue date and the amount of the first
payment of interest may be different in respect of different Tranches. The
Notes of each Tranche will all be subject to identical terms in all respects,
save that a Tranche may comprise Notes of different denominations.
Final Terms:
Each Tranche will be the subject of Final Terms which, for the purposes of
that Tranche only, completes the Terms and Conditions of the Notes and
this Base Prospectus and must be read in conjunction with this Base
Prospectus. The terms and conditions applicable to any particular Tranche
of Notes are the Terms and Conditions of the Notes as completed,
amended and/or replaced by the relevant Final Terms.

In addition, where the Issuer agrees with any Dealer to issue Notes in a
form not contemplated in the section of this Base Prospectus entitled
"Form of Final Terms", a drawdown prospectus will be made available and
will describe the effect of the agreement in relation to such Notes.

- 3 -

Forms of Notes:
Notes may only be issued in bearer form. Each Tranche of Notes will
initially be in the form of either a Temporary Global Note or a Permanent
Global Note, in each case as specified in the relevant Final Terms. Each
Global Note which is not intended to be issued in new global note form (a
"Classic Global Note" or "CGN"), as specified in the relevant Final
Terms, will be deposited on or around the relevant issue date with a
depositary or a common depositary for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system and each Global
Note which is intended to be issued in new global note form (a "New
Global Note" or "NGN"), as specified in the relevant Final Terms, will be
deposited on or around the relevant issue date with a common safekeeper
for Euroclear and/or Clearstream, Luxembourg. New Global Notes are
intended to be held in a manner which would allow Eurosystem eligibility,
such eligibility depending upon satisfaction of the Eurosystem eligibility
criteria.

Each Temporary Global Note will be exchangeable for a Permanent
Global Note or, if so specified in the relevant Final Terms, for Definitive
Notes. If the TEFRA D Rules are specified in the relevant Final Terms as
applicable, certification as to non-U.S. beneficial ownership will be a
condition precedent to any exchange of an interest in a Temporary Global
Note or receipt of any payment of interest in respect of a Temporary
Global Note. Each Permanent Global Note will be exchangeable for
Definitive Notes in accordance with its terms. Definitive Notes will, if
interest-bearing, have Coupons attached and, if appropriate, a Talon for
further Coupons.
Currencies:
Notes may be denominated in Euro, U.S. dollars or Sterling or in any other
currency or currencies, subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements. Payments in respect of
Notes may, subject to such compliance, be made in and/or linked to, any
currency or currencies other than the currency in which such Notes are
denominated.
Status of the Notes:
Notes may be issued on a subordinated or unsubordinated basis, as
specified in the relevant Final Terms.

(i)
Status of the Senior Notes:

Senior Notes and any related Receipts and Coupons constitute
direct, general, unconditional and (subject to the provisions of
Condition 4(c) (Negative Pledge)) unsecured obligations of the
Issuer which will at all times rank pari passu among themselves
and (subject to the provisions of Condition 4(c) (Negative
Pledge)) at least pari passu with all other present and future
unsubordinated and unsecured obligations of the Issuer, (save for
mandatory exceptions provided by law). See Condition 4 (Status
of Senior Notes and Negative Pledge).

(ii)
Status of the Subordinated Notes:

Subordinated Notes and any related Receipts and Coupons
constitute direct, unsecured and subordinated obligations of the
Issuer and will at all times rank pari passu without any preference
among themselves, all as described in Condition 5 (Status and
Special Provisions of Subordinated Notes) and the relevant Final
Terms. In relation to each Series of Subordinated Notes, all
Subordinated Notes of such Series will be treated equally and all
amounts paid by the Issuer in respect of principal and interest
thereon will be paid pro rata on all Subordinated Notes of such

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Series.
In the event of the winding up, dissolution, liquidation or
bankruptcy (including, inter alia, Liquidazione Coatta
Amministrativa) of the Issuer, the payment obligations of the
Issuer in respect of principal and interest under each Series of
Subordinated Notes, and the relative Receipts or Coupons as the
case may be, will rank in right of payment (A) after
unsubordinated unsecured creditors (including depositors and
any holder of Senior Notes and their respective Receipts or
Coupons) of the Issuer but (B) at least pari passu with all other
subordinated obligations of the Issuer which do not rank or are
not expressed by their terms to rank junior or senior to such
Series of Subordinated Notes and (C) in priority to the claims of
shareholders of the Issuer, all as described in Condition 5 (Status
and Special Provisions of Subordinated Notes) and the relevant
Final Terms.
Deferral and reduction of
The payment obligations arising under Upper Tier II and Tier III
payments under Subordinated
Subordinated Notes are subject to additional limitations, as follows:
Notes:

(i)
Upper Tier II Subordinated Notes:

The claims of the holders of Upper Tier II Subordinated Notes in
relation to payments of principal and interest will be reduced to
the extent necessary to enable the Issuer to maintain its capital at
certain minimum levels required by the Bank of Italy. In addition,
the Issuer may defer interest payments on such Notes in certain
circumstances where annual dividends are not declared.
Obligations of the Issuer to pay interest or principal which are so
deferred or reduced will be subject to reinstatement in certain
circumstances. See Condition 5 (Status and Special Provisions of
Subordinated Notes).

(ii)
Tier III Subordinated Notes:

Payment of interest and principal due under Tier III Subordinated
Notes is subject to suspension where such payments would
otherwise reduce the Issuer's regulatory capital below certain
minimum levels required by the Bank of Italy and interest will
not accrue on any such unpaid amounts. See Condition 5 (Status
and Special Provisions of Subordinated Notes).
Issue Price:
Notes may be issued at any price and either on a fully or partly paid basis,
as specified in the relevant Final Terms. The price and amount of Notes to
be issued under the Programme will be determined by the Issuer, and the
relevant Dealer(s) at the time of issue in accordance with prevailing
market conditions.
Maturities:
Any Maturity Period or, in the case of Subordinated Notes with no fixed
maturity date, subject, in relation to specific currencies, to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Where Notes have a maturity of less than one year and either (a) the issue
proceeds are received by the Issuer in the United Kingdom or (b) the
activity of issuing the Notes is carried on from an establishment
maintained by the Issuer in the United Kingdom, such Notes must: (i) have
a minimum redemption value of £100,000 (or its equivalent in other
currencies) and be issued only to persons whose ordinary activities involve

- 5 -

them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their businesses; or (ii) be issued
in other circumstances which do not constitute a contravention of section
19 of the Financial Services and Markets Act 2000 by the Issuer.

Under applicable laws and regulations at the date of this Base Prospectus:
(i) Upper Tier II Subordinated Notes may be perpetual (passività
irredimibile) or have a fixed Maturity Period of not less than 10 years, (ii)
Lower Tier II Subordinated Notes must have a Maturity Period of not less
than five years and (iii) Tier III Subordinated Notes must have a Maturity
Period of not less than two years. If Lower Tier II Subordinated Notes or
Tier III Subordinated Notes have an indefinite Maturity Period, Lower
Tier II Subordinated Notes may be redeemable only after five years' prior
notice to Noteholders and Tier III Subordinated Notes may be redeemable
only after two years' prior notice to Noteholders.

Notes with an original Maturity Period of less than 18 months are subject
to a withholding tax at the rate of 27 per cent. (20 per cent. on interest,
premium (if any) and other similar amounts relating to Notes payable from
1st January 2012) per annum in respect of interest and premium (if any),
pursuant to Presidential Decree No. 600 of 29 September 1973, as
amended. The Issuer will not be liable to pay any additional amounts to
Noteholders in relation to any such withholding.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula, index or otherwise) as may be specified in the
relevant Final Terms. Notes may also be redeemable in two or more
instalments on such dates and in such manner as may be specified in the
relevant Final Terms.

The redemption at maturity of Upper Tier II Subordinated Notes shall
always be subject to the prior approval of the Bank of Italy, as prescribed
in Title I, Chapter 2, Section II, Paragraph 5.1 of the Bank of Italy
Regulations. If such approval is not given on or prior to the relevant
redemption date, the Issuer will re-apply to the Bank of Italy for its
consent to such redemption forthwith. The Issuer will use its best
endeavours to maintain the required regulatory capital and to obtain such
approval.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option of the
Issuer (either in whole or in part) and/or (where the Notes are Senior
Notes) the Noteholders to the extent (if at all) specified in the relevant
Final Terms and subject to all relevant legal and regulatory requirements.

If the Notes are Subordinated Notes, unless otherwise permitted by current
laws, regulations, directives, and/or the Bank of Italy's requirements
applicable to the issue of Subordinated Notes by the Issuer, the Optional
Redemption Date shall not be earlier than (i) in the case of Upper Tier II
Subordinated Notes, 10 years after the Issue Date, (ii) in the case of Lower
Tier II Subordinated Notes, five years after the Issue Date and (iii) in the
case of Tier III Subordinated Notes, two years after the Issue Date. The
early redemption of Subordinated Notes may occur only with the prior
approval of the Bank of Italy.
Tax or Regulatory Redemption: Except as described in "Optional Redemption" above, early redemption
will only be permitted for tax, or in the case of Subordinated Notes for
regulatory, reasons as described in Condition 10(b) (Redemption and
Purchase - Redemption for tax reasons) and Condition 10(c) (Redemption

- 6 -

and Purchase - Redemption for regulatory reasons).
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any) may
accrue at a fixed rate or a floating rate or other variable rate or be index-
linked and the method of calculating interest may vary between the issue
date and the maturity date of the relevant Series. Interest in respect of
Upper Tier II Subordinated Notes and Tier III Subordinated Notes may be
deferred, as provided in the Conditions applicable to such Notes.
Denominations:
Notes will be issued in such denominations as may be specified in the
relevant Final Terms, subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements and save that the
minimum denomination of each Note admitted to trading on a regulated
market within the European Economic Area or offered to the public in a
Member State of the Economic Area in circumstances which require the
publication of a prospectus under the Prospectus Directive will be
100,000 or, at the option of the Issuer and until such time that the
increase of the minimum denomination threshold for wholesale securities
from 50,000 to 100,000 introduced by Directive 2010/73/EU is
implemented in Italy and/or other Member State(s) whose rules may be
applicable for the purposes of the relevant issuance or offering of Notes,
50,000 (or, where the Notes are denominated in a currency other than
Euro, the equivalent amount in such other currency).
Negative Pledge:
Only the Senior Notes will have the benefit of a negative pledge as
described in Condition 4(c) (Negative Pledge).
Cross Default:
Only the Senior Notes will have the benefit of a cross default as described
in Condition 13(a) (Events of Default of Senior Notes).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding or deduction of Italian taxation, unless the withholding or
deduction is required by law. In that event, the Issuer will (subject as
provided in Condition 12 (Taxation)) pay such additional amounts as will
result in the Noteholders receiving such amounts as they would have
received in respect of such Notes had no such withholding or deduction
been required.

However, as more fully set out in Condition 12 (Taxation), the Issuer will
not be liable to pay any additional amounts to Noteholders with respect to
any payment, withholding or deduction pursuant to Italian Legislative
Decree No. 239 of 1 April 1996 on account of Italian substitute tax
(imposta sostitutiva), as defined therein in relation to interest or premium
payable on, or other income deriving from, any Notes. See "Taxation"
below.

Notes with an original maturity of less than 18 months are subject to
withholding tax at the rate of 27 per cent. (20 per cent. on interest,
premium (if any) and other similar amounts relating to Notes payable from
1st January 2012) per annum in respect of interest and premium (if any),
pursuant to Italian Presidential Decree No. 600 of 29 September 1973, as
amended. The Issuer will not be liable to pay any additional amounts to
Noteholders in relation to any such withholding. See Condition 12
(Taxation).
Governing Law:
English law, except for Conditions 5 (Status and Special Provisions of
Subordinated Notes), 10(f) (Redemption of Subordinated Notes) and 13(b)
(Events of Default of Subordinated Notes) which shall be governed by, and
construed in accordance with, Italian law.
Enforcement of Notes in Global
In the case of Global Notes, individual investors' rights against the Issuer

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Form:
will be governed by a Deed of Covenant dated 3 November 2011, a copy
of which will be available for inspection at the specified office of the
Fiscal Agent.
Ratings:
Notes issued pursuant to the Programme may be rated or unrated. Where
an issue of Notes is rated, its rating will not necessarily be the same as any
rating applicable to the Programme. Details of the rating, if any,
attributable to a series of Notes will be specified in the relevant Final
Terms. A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency.
Whether or not each credit rating applied for in relation to relevant Series
of Notes will be issued by a credit rating agency established in the
European Union and registered under Regulation (EU) No. 1060/2009 (as
amended by Regulation (EU) No. 513/2011) (the "CRA Regulation") will
be disclosed in the Final Terms. In general, European regulated investors
are restricted from using a rating for regulatory purposes if such rating is
not issued by a credit rating agency established in the European Union and
registered under the CRA Regulation (or is endorsed and published or
distributed by subscription by such a credit rating agency in accordance
with the Regulation) unless the rating is provided by a credit rating agency
operating in the European Union before 7 June 2010 which has submitted
an application for registration in accordance with the CRA Regulation and
such registration is not refused.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of offering material in the United States of
America, the European Economic Area, the United Kingdom, Italy and
Japan, see "Subscription and Sale" below.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set out
under "Risk Factors" below and include risks relating to competition and
other operating and general banking risks, such as credit risk and interest
rate risk. In addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes issued under
the Programme and include risks related to the structure of a particular
issue of Notes and risks common to the Notes generally.

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