Base Prospectus

BANCA POPOLARE DI VICENZA S.c.p.a. (incorporated as a joint stock cooperative company in the Republic of Italy) C6,000,000,000 EMTN Programme Application has been made to the Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act relating to prospectuses for securities (Loi relative aux Prospectus pour valeurs mobilie`res) to approve this document as a base prospectus (the ‘‘Base Prospectus’’) for the purposes of the Directive 2003/71/EC (the ‘‘Prospectus Directive’’). Application has been made for notes (the ‘‘Notes’’) issued under the Euro Medium Term Note Programme (the ‘‘Programme’’) described in this Base Prospectus to be traded on the regulated market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. This Base Prospectus shall be valid for a period of twelve months from the date hereof. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This Base Prospectus constitutes a base prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the ‘‘Prospectus Directive’’) and the relevant implementing measures in the Grand Duchy of Luxembourg. The Programme also permits Notes to be issued on the basis that they will be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchange and/or quotation systems as may be agreed with the Issuer.

This Base Prospectus will be available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Notes issued under the Programme which are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system situated or operating in a Member State and/or offered to the public in any Member State, in each case in circumstances which require the publication of a prospectus under the Prospectus Directive and the implementing measures in the relevant Member State, may not have a minimum denomination of less than EUR 50,000 (or nearly equivalent in another currency). Subject thereto, 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 requirements. Tranches of Notes may be rated or unrated. 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. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and its Subsidiaries taken as a whole (the ‘‘Group’’) and the Notes, which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the liabilities, financial position, profit and losses and prospects of the Issuer.

See ‘‘Risk Factors’’ below for a discussion of certain factors to be considered in connection with any investment in the Notes.

Arranger The Royal Bank of Scotland

Dealers Banca IMI Barclays Capital BNP PARIBAS Citi Deutsche Bank Dexia Capital Markets HSBC Morgan Stanley Pohjola Bank plc The Royal Bank of Scotland

This Base Prospectus is dated 1 July 2008 and will be valid for twelve months as of the date hereof. It supersedes the Base Prospectus dated 30 May 2007. TABLE OF CONTENTS Page

Important Notices ...... 3

Risk Factors ...... 6

Documents Incorporated by Reference ...... 12

Supplements to the Base Prospectus ...... 13

General Description of the Programme ...... 14

Form of the Notes ...... 20

Terms and Conditions of the Notes ...... 23

Form of Final Terms ...... 44

Summary of the Provisions relating to the Notes whilst in Global Form ...... 57

Business Description of Banca Popolare di Vicenza...... 60

Selected Consolidated Financial Information...... 84

Capitalisation and Indebtedness ...... 88

Taxation...... 89

Subscription and Sale ...... 96

General Information...... 99

2 Banca Popolare di Vicenza Societa` Cooperativa per Azioni (the ‘‘Issuer’’) accepts responsibility for the information contained in this Base Prospectus. The Issuer 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 and belief, in accordance with the facts and contains no omission likely to affect its import. Certain information and data contained in this Base Prospectus relating to the competitive position of the Issuer was derived from publicly available information. The Issuer accepts responsibility that such publicly available information has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain, no facts have been omitted which would render such information inaccurate or misleading. Where applicable, the source of such information is indicated in footnotes in this Base Prospectus.

IMPORTANT NOTICES This Base Prospectus supersedes any base prospectus or offering circular with respect to the Programme issued prior to the date hereof. Any Notes issued under the Programme on or after the date of this Base Prospectus are subject to the provisions described herein, but this Base Prospectus does not affect the terms of any Notes issued prior to the date hereof. 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’’) or in a separate prospectus specific to such Tranche (the ‘‘Drawdown Prospectus’’). In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context required otherwise. This Base Prospectus should be read and construed together with any amendments or supplements hereto and with any other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes which is the subject of Final Terms (as defined herein), should 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 regarding the Issuer and its Subsidiaries (as defined under the Terms and Conditions of the Notes) (the ‘‘Group’’) and the Notes which is (in the context of the Programme and the issue, offering and sale of the Notes thereunder) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions 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 or intentions (in such context) not misleading in any material respect; and that all proper enquiries have been made to ascertain and 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 any of the Dealers or any of their respective affiliates, and none of the Dealers nor any of their respective affiliates 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) of the Group since the date hereof or, if later, the date upon which this Base Prospectus has been most recently amended or 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. 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

3 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 include Notes in bearer form that 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 or any of the Dealers that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. The content of this document should not be construed as providing legal, business, accounting or tax advice and 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) of the Issuer and to have consulted its own legal, business, accounting and tax advisers. The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed A6,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into Euros at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement)). 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’’. As more fully described herein, the Notes may be issued (i) on an unsubordinated basis (‘‘Senior Notes’’) or (ii) on a subordinated basis (‘‘Subordinated Notes’’). Payments of interest, principal or other amounts relating to the Notes are subject to a withholding tax (referred to as imposta sostitutiva) of 12.5 per cent. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest, principal or other amounts relating to the Notes, each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in ‘‘Taxation’’ and to issue a self-declaration, prior to or concurrently with the delivery of the Notes that such Noteholder is (i) resident, for fiscal purposes, in a country which recognises the Italian tax authorities’ right to an adequate exchange of information, and (ii) the beneficial owner of payments of interest, principal or other amounts relating to the Notes, all as more fully set out in ‘‘Taxation’’ starting on page 89. Notes with an original maturity of less than 18 months are subject to a withholding tax at the rate of 27 per cent. per annum in respect of interest and premium (if any), pursuant to Article 26 of the 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 deduction or withholding. This Base Prospectus has not been registered pursuant to Italian securities legislation and may not be used in a solicitation to the public in the Republic of Italy. In this Base Prospectus, unless otherwise specified or the context otherwise requires, all references to ‘‘Member States’’ are references to Member States of the European Economic Area, references to ‘‘C’’, ‘‘EUR’’ and ‘‘Euro’’ are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended (the ‘‘Treaty’’) and all references to ‘‘GBP’’, ‘‘£’’ and ‘‘Pounds Sterling’’ are to the lawful currency of the United Kingdom. Figures included in this Base Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same item of information may vary, and figures which are totals may not be the arithmetical aggregate of their components. In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) (the ‘‘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 any Stabilising Manager(s)) 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

4 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 shall 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.

5 RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. These factors are contingencies that may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Factors (although not exhaustive) which the Issuer believes could be material for the purpose of assessing the market risks associated with Notes issued under the Programme are described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision. Before making an investment decision with respect to the Notes, prospective investors should consult their own stockbroker, bank manager, lawyer, accountant or other financial, legal and tax advisers and carefully review the risks entailed by an investment in the Notes and consider such an investment decision in the light of the prospective investor’s personal circumstances. Words and expressions defined in the ‘‘Terms and Conditions of the Notes’’ below or elsewhere in this Base Prospectus have the same meanings in this section, unless otherwise stated.

Factors that may affect the Issuer’s ability to fulfil its obligations under Notes issued under the Programme

Competition In recent years, the Italian banking sector has been characterised by increasing competition which has put more pressure on revenue margins.

Evolving regulatory environment The Issuer is a ‘‘banca popolare’’ subject in particular to the provisions of articles 29 et seq. of Legislative Decree No. 385 of 1 September 1993. More generally, the Issuer’s business is governed by Italian domestic and European Community legislation affecting the financial and banking sectors. The Issuer’s corporate object, the raising of funds for investment and the provision of credit in its various forms, with regard to its shareholders and others. The Issuer’s business could be affected by regulatory factors connected with domestic Italian and European Community developments in financial and fiscal matters, in particular the envisaged reform of the ‘‘banche popolari’’ system in Italy. New legislation or regulations in the near or distant future may therefore result in an increase in operating costs and have an adverse effect upon the business, results and prospects of the Issuer.

The Issuer’s market BPV operates in a highly competitive market and faces a significant number of competitors; despite its historical presence in its reference markets (the Italian north-east), the increasing competition in the banking sector and/or BPV’s inability to compete effectively could have a material adverse effect on business, financial conditions or results of operations.

Risks relating to the Issuer’s business As a credit institution, the Issuer is exposed to the typical risks associated with the business of a financial intermediary such as credit risk, market risk, interest rate risk, liquidity and operational risk, plus a series of other risks typical to businesses such as strategic risk, legal risk, tax and reputational exposure. Credit risk relates to the risk of loss arising from counterparty default (in particular, recoverability of loans) or in the broadest sense from a failure to perform contractual obligations, including on the part of any guarantors. Market risk relates to the risk arising from market transactions in financial instruments, currencies and commodities.

6 Interest rate risk refers to the possibility of the Issuer incurring losses as a result of a poor performance in market interest rates. This risk is monitored through the Asset Liability Management System (‘‘ALMS’’), which measures under ‘‘static’’ conditions the impact of interest rate charges on financial margins. Liquidity risk relates to the Issuer’s ability or lack thereof to meet cash disbursements in a timely and economic manner. It is quantified as the additional cost arising from asset sales and/or negotiation of new liabilities incurred by the intermediary when required to meet unexpected commitments by way of recourse to the market. Operational risk relates to the risk of loss arising from shortcomings or failures in internal processes, people or systems and from external events.

Risks relating to expansion strategies Although the Issuer believes that the initiatives implemented or forecast will contribute to an increase in the Group’s net sales and profitability, there is no certainty that the set objectives can be achieved. Furthermore, a general economic slowdown or deterioration in confidence may, obviously, impact the Group’s business as a result of changes to the credit quality of borrowers, company investment plans, propensity to save, investor preferences for liquidity, as well as customer preferences for more traditional forms of deposit-taking with less risk but at the same time less profitability. In addition, the Issuer cannot ensure that the income, balance sheet and financial growth expectations of the Issuer and its subsidiaries, although not contradicted by satisfactory sales performance to date, will be achieved as a result of known and unknown risks, uncertainties and other factors.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes would generally have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may change significantly (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (i) the Investor’s Currency-equivalent yield on the Notes, (ii) the Investor’s Currency-equivalent value of the principal payable on the Notes and (iii) the Investor’s Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Credit risk Credit or corporate ratings may not reflect all risks. One or more independent rating agencies may assign ratings to the Notes and/or the Issuer. The ratings may not reflect the potential impact of all risks related

7 to structure, market, additional factors discussed in this section, and other factors that may affect the value of the Notes or the standing of the Issuer. A credit rating and/or a corporate rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the Investor’s Currency; (iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes issued under the Programme may be complex financial instruments which may be purchased by sophisticated institutional investors as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the assistance of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common of such features:

Notes subject to optional redemption by the Issuer An optional redemption feature is likely to limit the market value of the Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Index Linked Notes and Dual Currency Notes The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a ‘‘Relevant Factor’’). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated.

8 Potential investors should be aware that: (i) the market price of such Notes may be very volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; (iv) they may lose all or a substantial portion of their principal; (v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable is likely to be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant factor, the greater the effect on yield.

Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer’s ability to convert the interest rate will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Subordinated Notes The terms of the Lower Tier II Subordinated Notes, the Upper Tier II Subordinated Notes and the Tier III Subordinated Notes include provisions, a number of which are mandated by Bank of Italy regulations, which may affect the ability of the Issuer to make payments under the Notes. The most significant regulatory limitations are summarised below and are applicable to the Upper Tier II Subordinated Notes and the Tier III Subordinated Notes. Other important provisions with respect to all Subordinated Notes,

9 including the terms of their subordination, the limited number of Events of Default and the limited right of the Noteholders to accelerate such Notes, are described in the ‘‘Terms and Conditions of the Notes’’ below. Prospective investors in Subordinated Notes should therefore read the relevant provisions of the ‘‘Terms and Conditions of the Notes’’ carefully before making any investment decision.

Upper Tier II Subordinated Notes As more fully described in the ‘‘Terms and Conditions of the Notes’’ below, the terms of the Upper Tier II Subordinated Notes contain the following provisions: Bank of Italy approval of repayment – Repayment of principal on the Upper Tier II Subordinated Notes by the Issuer whether at the Maturity Date or otherwise, is subject to the approval of the Bank of Italy, which must take into account the Issuer’s compliance with applicable regulatory capital requirements (requisito di adeguatezza patrimoniale complessivo) which, as of the date of this Base Prospectus require the Issuer to have regulatory capital (patrimonio di vigilanza) equal to 8 per cent. of total risk-weighted assets on a consolidated basis, plus additional capital to cover market and other risks. The Issuer will use its best efforts to maintain such required regulatory capital and to obtain such Bank of Italy approval. Amounts that would otherwise be payable on the Maturity Date but are unpaid due to a failure to receive such approval will continue to bear interest at the rate applicable to the relevant Upper Tier II Subordinated Notes. Deferral of Interest – The Issuer will not be required to pay interest on Upper Tier II Subordinated Notes if (A) no annual dividend has been approved, paid or set aside for payment by the shareholders of the Issuer in respect of any class of shares of the Issuer during the twelve-month period preceding the relevant Interest Payment Date, or (B) the Issuer has announced, at the time of publication of any interim accounts published during the six-month period preceding such Interest Payment Date, that, based on such interim accounts, no sums are available at such time for payment of interim dividends in accordance with Italian law. Any such unpaid amounts of interest will constitute arrears of interest, which will bear interest at the rate applicable to the relevant Upper Tier II Subordinated Notes and will become due and payable in certain circumstances (including following the approval of any dividend and on the Maturity Date), as explained in more details in the ‘‘Terms and Conditions of the Notes’’ below. Loss Absorption – To the extent that the Issuer at any time suffers losses, which, in accordance with applicable Italian laws and regulations would require the Issuer to reduce its share capital and reserves below the Minimum Capital required for the Issuer as provided by the Bank of Italy from time to time for the issuance or maintenance of the Bank of Italy’s authorisation to conduct on banking activity (such amount being equal to EUR 6.3 million at the date of this Base Prospectus), the obligations of the Issuer in respect of interest and principal under Upper Tier II Subordinated Notes will be reduced to the extent necessary to enable the Issuer, in accordance with the requirements under Italian law and regulatory provisions, to meet such requirements, which are so reduced, will be reinstated (i) in whole or in part to the extent that the Issuer again meets such minimum capital requirements and (ii) in whole in the event of a the winding up, dissolution, liquidation or bankruptcy of the Issuer.

Tier III Subordinated Notes Similarly, the terms of the Tier III Subordinated Notes provide that the payment of sums due with respect to interest and/or principal on the Tier III Subordinated Notes will be entirely suspended and deferred, if, at any time any such payment becomes due, the Issuers total amount of regulatory capital is less than the aggregate minimum credit risk (rischio di credito) capital requirements of the Issuer as provided by the then applicable Bank of Italy regulations, or would fall below such amount as a result of such payment.

Risks related to Notes generally Modification and waiver The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

Change of law The conditions of the Notes are based on the laws of England and Italy in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the laws or administrative practices of England or Italy after the date of this Base Prospectus.

10 Basel Capital Requirements Directive The Basel Committee has issued proposals for reform of the 1988 Capital Accord and has proposed a framework which places enhanced emphasis on market discipline and sensitivity to risk. The Issuer cannot predict the precise effects of the potential changes that might result from implementation of the proposals on both its own financial performance or the impact on the pricing of Notes issued under the Programme. Prospective investors should consult their own advisers as to the consequences for them of the potential application of the New Basel Capital Accord Proposals.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other Member State; however, for a transitional period, Austria, Belgium and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent.. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. Also with effect from 1 July 2005, a number of non-EU countries, and certain dependent or associated territories of certain Member States, have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident in one of those territories. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on a payment made by a Paying Agent, the Issuer will be required, save as provided in the Terms and Conditions of the Notes, to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

11 DOCUMENTS INCORPORATED BY REFERENCE

The documents which have previously been published or are published simultaneously with this Base Prospectus and have been filed with the CSSF shall be incorporated in, and form part of, this Base Prospectus are the audited annual consolidated financial statements of the Issuer for the financial years ended 31 December 2006 and 31 December 2007, in each case together with the audit reports prepared in connection therewith. The Issuer will, at its registered office and at the specified offices of the Principal Paying Agent and the Paying Agent (each as defined below), provide, free of charge, upon oral or written request, a copy of this Base Prospectus (and any document incorporated by reference in this Base Prospectus). Written or oral requests for such documents should be directed to the specified office of any of the Principal Paying Agent or the Paying Agent (each as defined below) or the specified office of the Luxembourg Listing Agent (as defined below). This Base Prospectus and the documents incorporated by reference herein are also available for viewing at www.bourse.lu.

Specific items contained in ‘‘Documents Incorporated by Reference’’ Audited annual consolidated financial statements of the Issuer 2007 2006 Balance sheet ...... Page 50-51 Pages 40-41 Statement of income...... Page 52 Page 42 Cash flow statement...... Page 58-59 Pages 46-47 Notes to the financial statements...... Page 61-309 Pages 49-289 Audit report ...... Page 371-372 Page 347

Any other information not listed above, but contained in the documents incorporated by reference, is incorporated by reference for information purposes only.

12 SUPPLEMENTS TO THE BASE PROSPECTUS

The Issuer has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange, that if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Base Prospectus whose inclusion in, or removal from, this Base Prospectus would reasonably be required for the purpose of enabling an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the rights attaching to the Notes, the Issuer will prepare or procure the preparation of a supplement to this Base Prospectus or, as the case may be, publish a new Base Prospectus, for use in connection with any subsequent issue by the Issuer of Notes to be listed on the official list of the Luxembourg Stock Exchange and to be traded on the regulated market of the Luxembourg Stock Exchange.

13 GENERAL DESCRIPTION OF THE PROGRAMME

The following overview is drafted for convenience purposes only and must not be read and construed as a ‘‘summary’’ for the purposes of the Prospectus Directive. It must be read as an overview or a general description of the Programme which, consequently, does not purport to be complete. Any decision to invest in the Notes should, therefore, be based on a consideration of this Base Prospectus as a whole, including the Final Terms and the documents incorporated by reference. The information contained in this overview is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The Issuer may agree with any Dealer that Notes may be issued in a form other than that contemplated in ‘‘Terms and Conditions of the Notes’’ herein, in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Words and expressions defined in ‘‘Terms and Conditions of the Notes’’ below shall have the same meanings in this overview. Issuer: Banca Popolare di Vicenza Societa` Cooperativa per Azioni (the ‘‘Issuer’’ or ‘‘BPV’’) Arranger: The Royal Bank of Scotland plc Dealers: The Royal Bank of Scotland plc, Banca IMI S.p.A., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Dexia Banque Internationale a` Luxembourg, socie´te´ anonyme, acting under the name of Dexia Capital Markets, HSBC Bank plc, Morgan Stanley & Co. International plc and Pohjola Bank plc 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 (as defined below) of Notes. Fiscal Agent: Deutsche Bank AG, London Branch Luxembourg Listing Agent: Deutsche Bank Luxembourg S.A. Admission to Trading and Each Series may be admitted to trading on the regulated market of Listing: the Luxembourg Stock Exchange and/or admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/ or quotation system as may be agreed between the Issuer and the relevant Dealer and specified in the relevant Final Terms or may be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system. Clearing Systems: Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and/or Clearstream Banking, socie´te´ anonyme, Luxembourg (‘‘CBL’’) 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 A6,000,000,000 (or its equivalent in other currencies) in aggregate principal amount of Notes outstanding at any one time. The maximum aggregate principal amount of Notes which may be outstanding 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’’) and to the preparation of a Supplement to the Base Prospectus which shall be subject to the prior approval of the CSSF. Issuance in Series: Notes will be issued on a syndicated or non-syndicated basis. Notes will be issued in series (each, a ‘‘Series’’). Each Series may comprise one or more tranches (‘‘Tranches’’ and each, a ‘‘Tranche’’) issued on different issue dates. The Notes of each Series will all be subject to identical terms, except that the issue date, issue price, nominal

14 amount 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 or Drawdown Notes issued under the Programme may be issued either (1) pursuant Prospectus: to this Base Prospectus and associated Final Terms or (2) pursuant to a drawdown prospectus (each a ‘‘Drawdown Prospectus’’) prepared in connection with a particular Tranche of Notes. For a Tranche of Notes which is the subject of Final Terms, those Final Terms will, for the purposes of that Tranche only, supplement 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 which is the subject of Final Terms are The Terms and Conditions of the Notes as supplemented, amended and/or replaced to the extent described in the relevant Final Terms. The terms and conditions applicable to any particular Tranche of Notes which is the subject of a Drawdown Prospectus will be the Terms and Conditions of the Notes as supplemented, amended and/ or replaced to the extent described in the relevant Drawdown Prospectus. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus. Form 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 CBL 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 CBL. Each Temporary Global Note will be exchangeable for interests in 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. Pursuant to Legislative Decree No. 213 of 24 June 1998 and CONSOB regulations, all Issuer securities cleared through Monte Titoli S.p.A. will be required to be in dematerialised form. Currencies: Notes may be denominated in any 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.

15 Maturities: Notes may be issued with a maturity of not less than seven days subject, in relation to specific currencies, to compliance with all applicable legal and/or regulatory and/or central bank requirements. Unless otherwise permitted by current laws, regulations, directives and/or Bank of Italy requirements applicable, as at the date hereof, (i) Lower Tier II Subordinated Notes (Passivita` Subordinate di II livello) must have a minimum maturity of not less than five years (or, if issued for an indefinite duration, the redemption may only occur subject to five year’s redemption notice), (ii) Upper Tier II Subordinated Notes (Strumenti Imbridi di Patrimonializzazione) must have a minimum maturity of not less than ten years and the redemption is subject to the prior approval of the Bank of Italy, and (iii) Tier III Subordinated Notes (Passivita` Subordinate di III Livello) will have a minimum maturity of not less than two years (or if issued for an indefinite duration the redemption may only occur subject to two year’s redemption notice). Notes with an original maturity of less than 18 months are subject to a withholding tax at the rate of 27 per cent. 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. 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 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. Status: Notes may be issued on a subordinated (the ‘‘Subordinated Notes’’) or unsubordinated basis (the ‘‘Senior Notes’’), as specified in the relevant Final Terms. Status of the Senior Notes: Senior Notes will constitute direct, unconditional, unsubordinated and, subject to the provisions of Condition 6 (Negative Pledge) of the Terms and Conditions of the Notes, unsecured obligations of the Issuer and will rank pari passu without any preference among themselves and at least pari passu with all other unsubordinated and unsecured obligations of the Issuer present and future (save for certain mandatory exceptions provided by law). Status of the Subordinated The Lower Tier II Subordinated Notes, Upper Tier II Subordinated Notes: Notes and Tier III Subordinated Notes will constitute direct, unsecured and subordinated obligations of the Issuer and will rank pari passu and without any preference among themselves, all as described in Condition 5 (Status of Subordinated Notes) of the Terms and Conditions of the Notes. In the event of the occurrence of the bankruptcy, dissolution, liquidation or winding-up of the Issuer including, inter alia, Liquidazione Coatta Amministrativa, the payment obligations of the Issuer under the Lower Tier II Subordinated Notes, Upper Tier II Subordinated Notes or Tier III Subordinated Notes and the related Receipts and Coupons will rank in right of payment after unsubordinated unsecured creditors

16 (including depositors) of the Issuer but 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 the Lower Tier II Subordinated Notes, Upper Tier II Subordinated Notes or Tier III Subordinated Notes, as the case may be, and in priority to the claims of shareholders of the Issuer, as described in the Condition 5 (Status of Subordinated Notes) of the Terms and Conditions of the Notes. Loss Absorption on Upper To the extent that the Issuer at any time suffers losses which, in Tier II Subordinated Notes: accordance with applicable Italian laws and regulations, would require the Issuer to reduce its capital below the Minimum Capital (as defined in Condition 5 (Status of Subordinated Notes) of the Terms and Conditions of the Notes) required for the Issuer as provided by the Bank of Italy from time to time for the issuance or maintenance of the Bank of Italy’s authorisation to conduct banking activity, the obligations of the Issuer in respect of interest and principal under Upper Tier II Subordinated Notes will be reduced to the extent necessary to enable the Issuer to meet such requirements. The obligations of the Issuer in respect of interest and principal due under Upper Tier II Subordinated Notes which are so reduced will be subject to reinstatement in certain circumstances. Deferral of Interest on Upper The Issuer is not required to pay interest on Upper Tier II Tier II Subordinated Notes: Subordinated Notes on an Interest Payment Date if (i) no annual dividend has been approved, paid or set aside for payment by the shareholders of the Issuer or paid in respect of any class of shares during the twelve month period ended on the date immediately preceding such Interest Payment Date; or (ii) the Board of Directors of the Issuer has announced at the time of publication of any interim accounts of the Issuer published during the six months immediately preceding such Interest Payment Date that, based on such accounts, no sums are available at such time in accordance with Italian law for the payment of interim dividends. Tier III Subordinated Notes: Tier III Subordinated Notes shall be subject to the same restrictions provided in respect of similar indebtedness qualifying as Upper Tier II Subordinated Notes or Lower Tier II Subordinated Notes except that any Tier III Subordinated Notes shall (i) have a different minimum maturity period of at least two years, as specified in the relevant Final Terms, and (ii) be subject to a lock-in provision pursuant to which payments of interest and repayment of principal cannot be effected if such payments or repayment would reduce the total value of the Issuer’s Total Amount of Regulatory Capital (as defined in Condition 2.1 (Definitions) of the Terms and Conditions of the Notes) either on a consolidated or unconsolidated basis, below the Minimum Capital requirements of the Issuer as provided by then applicable Bank of Italy’s Regulations. 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, such approval being dependent, inter alia, on the Issuer maintaining its Minimum Capital requirements (patrimonio di vigilanza)as prescribed in Title I, Chapter 2, Section II of the Bank of Italy Regulations immediately following redemption of the Upper Tier II Subordinated Notes. If such approval is not given on or prior to the

17 relevant redemption date, the Issuer will re-apply to the Bank of Italy for its consent to such redemption forthwith upon its having again, by whatever means, such required Minimum Capital. The Issuer will use its best endeavours to maintain such required Minimum Capital and to obtain such approval. Amounts that would otherwise be payable on the due date will continue to bear interest as provided in the Conditions and the Agency Agreement. In the case of Lower Tier II Subordinated Notes, early redemption may occur only at the option of the Issuer and with the prior approval of the Bank of Italy. Optional Redemption: Subject to legal and regulatory requirements, Notes may be redeemed prior to their stated maturity at the option of the Issuer (either in whole or in part) and/ or the Noteholders to the extent (if at all) specified in the relevant Final Terms. Tax Redemption: Except as provided in ‘‘Optional Redemption’’ above, early redemption will only be permitted for tax reasons as described in Condition 11 (Redemption and Purchase) of the Terms and Conditions of the Notes. Taxation: Save as set out below, all payments of principal and interest in respect of the Notes will be made free and clear of withholding taxes of the Republic of Italy, save that in certain cases, Notes with a maturity of not less than 18 months may be subject to a 12.5 per cent. substitute tax in respect to interest and premium, if any, pursuant to Legislative Decree No. 239 of 1 April 1996 paid to certain Noteholders, as described in Condition 13 (Taxation) of the Terms and Conditions of the Notes. Notes with an original maturity of less than 18 months are subject to a withholding tax at the rate of 27 per cent. 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 substitute on withholding tax. 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. Interest: Notes may be interest-bearing or non-interest bearing. Interest (if any) may accrue at a fixed or floating rate or other variable rate or be index-linked and the method of calculating interest may vary during the lifetime of the relevant Series. 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. Notes issued under the Programme which are to be admitted to trading on the Luxembourg Stock Exchange and/or admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system situated or operating in a Member State and/or offered to the public in any Member State, in each case in circumstances which require the publication of a prospectus under the Prospectus Directive and the implementing measures in the relevant Member State, may not have a minimum denomination of less than EUR 50,000 (or nearly equivalent in another currency). If the Final Terms so specify, and for so long as the Notes are represented by the Temporary Global Note or Permanent Global Note and the relevant clearing system(s) so permit, Notes may be

18 issued in denominations of EUR 50,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000. Negative Pledge: The Senior Notes will have the benefit of a Negative Pledge as described in Condition 6 (Negative Pledge) of the Terms and Conditions of the Notes. Cross Default: The Senior Notes will have the benefit of a cross default as described in Condition 14 (Events of Default) of the Terms and Conditions of the Notes. Governing law: The Notes and all related contractual documentation will be governed by, and construed in accordance with, English law, except for Conditions 5(a) (Status of Subordinated Notes – Status), 5(b) (Status of Subordinated Notes – Special provisions relating to Upper Tier II Subordinated Notes) and 5(c) (Status of Subordinated Notes – Status of Tier III Subordinated Notes) of the Terms and Conditions of the Notes which will be governed by, and construed in accordance with, Italian law. 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 the rating applicable to the Programme. A security 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. 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 United Kingdom, Japan and the Republic of Italy, see ‘‘Subscription and Sale’’ below.

19 FORM OF THE NOTES

Each Tranche of Notes will initially be in the form of either a temporary global note (the ‘‘Temporary Global Note’’), without interest coupons, or a permanent global note (the ‘‘Permanent Global Note’’), without interest coupons, in each case as specified in the relevant Final Terms or Drawdown Prospectus. Each Temporary Global Note or, as the case may be, Permanent Global Note (each a ‘‘Global Note’’) which is not intended to be issued in new global note (‘‘NGN’’) form as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of the Notes with a depositary or a common depositary for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and/or Clearstream Banking, socie´te´ anonyme, Luxembourg (‘‘CBL’’) and/or any other relevant clearing system and each Global Note which is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of the Notes with a common safekeeper for Euroclear and/or CBL. On 13 June 2006 the European Central Bank (the ‘‘ECB’’) announced that Notes in NGN form are in compliance with the ‘‘Standards for the use of EU securities settlement systems in ESCB credit operations’’ of the central banking system for the euro (the ‘‘Eurosystem’’), provided that certain other criteria are fulfilled. At the same time the ECB also announced that arrangements for Notes in NGN form will be offered by Euroclear and CBL as of 30 June 2006 and that debt securities in global bearer form issued through Euroclear and CBL after 31 December 2006 will only be eligible as collateral for Eurosystem operations if the NGN form is used. The relevant Final Terms will also specify whether United States Treasury Regulation §1.163- 5(c)(2)(i)(C) (the ‘‘TEFRA C Rules’’) or United States Treasury Regulation §1.163-5(c)(2)(i)(D) (the ‘‘TEFRA D Rules’’) are applicable in relation to the Notes or, if the Notes do not have a maturity of more than 365 days, that neither the TEFRA C Rules nor the TEFRA D Rules are applicable.

Temporary Global Note exchangeable for Permanent Global Note If the relevant Final Terms specifies the form of Notes as being ‘‘Temporary Global Note exchangeable for a Permanent Global Note’’, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for interests in a Permanent Global Note, without interest coupons, not earlier than 40 days after the issue date of the relevant Tranche of the Notes upon certification as to non-U.S. beneficial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non- U.S. beneficial ownership. Whenever an interest in Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Issuer shall procure (in the case of first exchange) the prompt delivery (free of charge to the bearer) of such Permanent Global Note to the bearer of the Temporary Global Note or (in the case of any subsequent exchange) an increase in the principal amount of the Permanent Global Note in accordance with its terms against: (i) presentation and (in the case of final exchange) surrender of the Temporary Global Note to or to the order of the Fiscal Agent; and (ii) receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership, within 7 days of the bearer requesting such exchange. The principal amount of the Permanent Global Note shall be equal to the aggregate of the principal amounts specified in the certificates of non-U.S. beneficial ownership; provided, however, that in no circumstances shall the principal amount of the Permanent Global Note exceed the initial principal amount of the Temporary Global Note. The Permanent Global Note will be exchangeable in whole, but not in part, for Notes in definitive form (‘‘Definitive Notes’’): (i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or (ii) at any time, if so specified in the relevant Final Terms; or (iii) if the relevant Final Terms specifies ‘‘in the limited circumstances described in the Permanent Global Note’’, then if (a) Euroclear, CBL or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an

20 intention permanently to cease business or (b) any of the circumstances described in Condition 14 (Events of Default) of the Terms and Conditions of the Notes occurs. Whenever a Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of the Principal Paying Agent within 30 days of the bearer requesting such exchange.

Temporary Global Note exchangeable for Definitive Notes If the relevant Final Terms specifies the form of Notes as being ‘‘Temporary Global Note exchangeable for Definitive Notes’’ and also specifies that the TEFRA C Rules are applicable or that neither the TEFRA C Rules or the TEFRA D Rules are applicable, then the Notes will initially be issued in the form of a Temporary Global Note which will be exchangeable, in whole but not in part, for Definitive Notes not earlier than 40 days after the issue date of the relevant Tranche of the Notes. If the relevant Final Terms specifies the form of Notes as being ‘‘Temporary Global Note exchangeable for Definitive Notes’’ and also specifies that the TEFRA D Rules are applicable, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for Definitive Notes not earlier than 40 days after the issue date of the relevant Tranche of the Notes upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. Whenever the Temporary Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Temporary Global Note to the bearer of the Temporary Global Note against the surrender of the Temporary Global Note to or to the order of the Principal Paying Agent within 30 days of the bearer requesting such exchange.

Permanent Global Note exchangeable for Definitive Notes If the relevant Final Terms specifies the form of Notes as being ‘‘Permanent Global Note exchangeable for Definitive Notes’’, then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, for Definitive Notes: (i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or (ii) at any time, if so specified in the relevant Final Terms; or (iii) if the relevant Final Terms specifies ‘‘in the limited circumstances described in the Permanent Global Note’’, then if (a) Euroclear, CBL or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 14 (Events of Default) of the Terms and Conditions of the Notes occurs. Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of the Principal Paying Agent within 30 days of the bearer requesting such exchange.

Terms and Conditions applicable to the Notes The terms and conditions applicable to any Definitive Note will be endorsed on that Note and will consist of the terms and conditions set out under ‘‘Terms and Conditions of the Notes’’ below and the provisions of the relevant Final Terms which supplement, amend and/or replace those terms and conditions. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under ‘‘Summary of the Provisions Relating to the Notes whilst in Global Form’’ below.

21 Legend concerning United States persons In the case of any Tranche of Notes having a maturity of more than 365 days, the Notes in global form, the Notes in definitive form and any Coupons and Talons appertaining thereto will bear a legend stating: ‘‘ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.’’

22 TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions which, as supplemented, amended and/or replaced by the relevant Final Terms, will be endorsed on each Note in definitive form issued under the Programme. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under ‘‘Summary of the Provisions Relating to the Notes whilst in Global Form’’ below.

1. INTRODUCTION (a) Programme: Banca Popolare di Vicenza S.c.p.a. (the ‘‘Issuer’’) has established a Euro Medium Term Note Programme (the ‘‘Programme’’) for the issuance of up to A6,000,000,000 in aggregate principal amount of notes (the ‘‘Notes’’). (b) Final Terms: Notes issued under the Programme are issued in series (each a ‘‘Series’’) and each Series may comprise one or more tranches (each a ‘‘Tranche’’) of Notes. Each Tranche is the subject of a final terms (the ‘‘Final Terms’’) which supplements these terms and conditions (the ‘‘Conditions’’). The terms and conditions applicable to any particular Tranche of Notes are these Conditions as supplemented, amended and/or replaced by the relevant Final Terms. In the event of any inconsistency between these Conditions and the relevant Final Terms, the relevant Final Terms shall prevail. (c) Agency Agreement: The Notes are the subject of an amended and restated issue and paying agency agreement dated 1 July 2008 (the ‘‘Agency Agreement’’) between the Issuer and Deutsche Bank AG, London Branch as fiscal agent (the ‘‘Fiscal Agent’’, which expression includes any successor fiscal agent appointed from time to time in connection with the Notes) and the paying agents named therein (together with the Fiscal Agent, the ‘‘Paying Agents’’, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes). (d) The Notes: All subsequent references in these Conditions to ‘‘Notes’’ are to the Notes which are the subject of the relevant Final Terms. Copies of the relevant Final Terms are available for viewing at and copies may be obtained from the Specified Offices of the Fiscal Agent and the Paying Agent and the Paying Agent in Luxembourg, the initial Specified Offices of which are set out below. (e) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to their detailed provisions. The holders of the Notes (the ‘‘Noteholders’’) and the holders of the related interest coupons, if any, (the ‘‘Couponholders’’ and the ‘‘Coupons’’, respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. Copies of the Agency Agreement are available for inspection by Noteholders during normal business hours at the Specified Offices of the Fiscal Agent and the Paying Agent in Luxembourg, the initial Specified Offices of which are set out below.

2. INTERPRETATION (a) Definitions: In these Conditions the following expressions have the following meanings: ‘‘Accrual Yield’’ has the meaning given in the relevant Final Terms; ‘‘Additional Business Centre(s)’’ means the city or cities specified as such in the relevant Final Terms; ‘‘Additional Financial Centre(s)’’ means the city or cities specified as such in the relevant Final Terms; ‘‘Bank of Italy Regulations’’ means the Regulations of the Bank of Italy relating to the Capital adequacy of Banks (‘‘Nuove Disposizioni di Vigilanza Prudenziale per le Banche’’ set out in the Bank of Italy Circular No. 263, dated 27 December 2006) as amended and supplemented; ‘‘Broken Amount’’ has the meaning given in the relevant Final Terms; ‘‘Business Day’’ means: (i) in relation to any sum payable in euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and

23 (ii) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Additional Business Centre; ‘‘Business Day Convention’’, in relation to any particular date, has the meaning given in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings: (i) ‘‘Following Business Day Convention’’ means that the relevant date shall be postponed to the first following day that is a Business Day; (ii) ‘‘Modified Following Business Day Convention’’ or ‘‘Modified Business Day Convention’’ means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day; (iii) ‘‘Preceding Business Day Convention’’ means that the relevant date shall be brought forward to the first preceding day that is a Business Day; (iv) ‘‘FRN Convention’’, ‘‘Floating Rate Convention’’ or ‘‘Eurodollar Convention’’ means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Final Terms as the Specified Period after the calendar month in which the preceding such date occurred provided, however, that: (A) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month; (B) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and (C) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and (v) ‘‘No Adjustment’’ means that the relevant date shall not be adjusted in accordance with any Business Day Convention; ‘‘Calculation Agent’’ means the Fiscal Agent or such other Person specified in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Final Terms; ‘‘Calculation Amount’’ has the meaning given in the relevant Final Terms; ‘‘Coupon Sheet’’ means, in respect of a Note, a coupon sheet relating to the Note; ‘‘Day Count Fraction’’ means, in respect of the calculation of an amount for any period of time (the ‘‘Calculation Period’’), such day count fraction as may be specified in these Conditions or the relevant Final Terms and: (i) if ‘‘Actual/Actual (ICMA)’’ is so specified, means: (a) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and (b) where the Calculation Period is longer than one Regular Period, the sum of: (A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and

24 (B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; (ii) if ‘‘Actual/Actual (ISDA)’’ is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); (iii) if ‘‘Actual/365 (Fixed)’’ is so specified, means the actual number of days in the Calculation Period divided by 365; (iv) if ‘‘Actual/360’’ is so specified, means the actual number of days in the Calculation Period divided by 360; (v) if ‘‘30/360’’ is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [3606(Y27Y1)] + [306(M27M1)] + (D27D1) 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Calculation Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

‘‘M2’’ is the calendar month, expressed as number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30’’; (vi) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [3606(Y27Y1)] + [306(M27M1)] + (D27D1) 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Calculation Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; and

25 (vii) if ‘‘30E/360 (ISDA)’’ is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [3606(Y27Y1)] + [306(M27M1)] + (D27D1) 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Calculation Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30, provided, however, that in each such case the number of days in the Calculation Period is calculated from and including the first day of the Calculation Period to but excluding the last day of the Calculation Period; ‘‘Early Redemption Amount (Tax)’’ means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms; ‘‘Early Termination Amount’’ means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms; ‘‘External Indebtedness’’ means any present or future indebtedness for borrowed money of the Issuer and/or any Subsidiary in the form of, or represented by, bonds, notes, debentures, loan capital or other like instruments (whether or not initially distributed by means of a private placing) which is intended to be, or is capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other established securities market (for which purpose any such indebtedness shall be deemed not to be capable of being quoted, listed or ordinarily dealt in, as aforesaid, if the terms of issue expressly so provide) and which by its terms is payable, or may be required to be paid, in or by reference to a currency either (i) not being Euro or (ii) being Euro and more than 50 per cent. of the aggregate principal amount whereof is initially distributed by, or with the authorisation of, the Issuer outside the Republic of Italy; ‘‘Extraordinary Resolution’’ has the meaning given in the Agency Agreement; ‘‘Final Redemption Amount’’ means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms; ‘‘Fixed Coupon Amount’’ has the meaning given in the relevant Final Terms; ‘‘Interest Amount’’ means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period; ‘‘Interest Commencement Date’’ means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms; ‘‘Interest Determination Date’’ has the meaning given in the relevant Final Terms; ‘‘Interest Payment Date’’ means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms: (i) as the same may be adjusted in accordance with the relevant Business Day Convention; or

26 (ii) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months following the Interest Commencement Date (in the case of the first Interest Payment Date) or the previous Interest Payment Date (in any other case); ‘‘Interest Period’’ means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date; ‘‘ISDA Definitions’’ means the 2006 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Final Terms) as published by the International Swaps and Derivatives Association, Inc.); ‘‘Issue Date’’ has the meaning given in the relevant Final Terms; ‘‘Italian Banking Act’’ has the meaning given in Condition 5 (Status of Subordinated Notes); ‘‘Margin’’ has the meaning given in the relevant Final Terms; ‘‘Maturity Date’’ has the meaning given in the relevant Final Terms; ‘‘Maximum Redemption Amount’’ has the meaning given in the relevant Final Terms; ‘‘Minimum Capital’’ has the meaning given in Condition 5 (Status of Subordinated Notes); ‘‘Minimum Redemption Amount’’ has the meaning given in the relevant Final Terms; ‘‘Optional Redemption Amount (Call)’’ means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms; ‘‘Optional Redemption Amount (Put)’’ means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms; ‘‘Optional Redemption Date (Call)’’ has the meaning given in the relevant Final Terms; ‘‘Optional Redemption Date (Put)’’ has the meaning given in the relevant Final Terms; ‘‘Participating Member State’’ means a Member State of the European Communities which adopts the euro as its lawful currency in accordance with the Treaty; ‘‘Payment Business Day’’ means: (i) if the currency of payment is euro, any day which is: (A) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and (B) in the case of payment by transfer to an account, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or (ii) if the currency of payment is not euro, any day which is: (A) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and (B) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre; ‘‘Permitted Transaction’’ means: (i) a securitisation transaction notified by the Issuer to the Arranger, Dealers and Paying Agents and subject to such conditions as may be proposed by the Fiscal Agent, approved in writing by the Fiscal Agent, such approval not being unreasonably withheld, whereby a debt capital markets instrument is issued and a dedicated source of funds (whether corporate or asset specific) is identified from which the instrument is expected to be repaid; or

27 (ii) (a) the transfer of assets of the Issuer (such assets being the ‘‘Segregated Assets’’) or the issue of notes (‘‘obbligazioni bancarie garantite’’) by the Issuer pursuant to Article 7-bis of Law No. 130 of 30 April 1999 (as amended, the ‘‘Securitisation Law’’) to companies incorporated under the Securitisation Law and (b) guarantees or sureties granted by companies incorporated under the Securitisation Law in respect of obligations of the Issuer arising from ‘‘obbligazioni bancarie garantite’’ issued or to be issued by the Issuer pursuant to Article 7-bis of the Securitisation Law; or (iii) the setting up by the Issuer of a segregation of assets (‘‘patrimonio destinato’’) pursuant to Article 7-ter of the Securitisation Law and Article 2447-bis of the Italian Civil Code; ‘‘Person’’ means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality; ‘‘Principal Financial Centre’’ means, in relation to any currency, the principal financial centre for that currency provided, however, that: (i) in relation to euro, it means the principal financial centre of such Member State of the European Communities as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; and (ii) in relation to Australian dollars, it means either Sydney or Melbourne and, in relation to New Zealand dollars, it means either Wellington or Auckland; in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; ‘‘Put Option Notice’’ means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder; ‘‘Put Option Receipt’’ means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder; ‘‘Rate of Interest’’ means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Final Terms; ‘‘Redemption Amount’’ means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Final Terms; ‘‘Reference Banks’’ has the meaning given in the relevant Final Terms or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate; ‘‘Reference Price’’ has the meaning given in the relevant Final Terms; ‘‘Reference Rate’’ has the meaning given in the relevant Final Terms; ‘‘Regular Period’’ means: (i) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date; (ii) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where ‘‘Regular Date’’ means the day and month (but not the year) on which any Interest Payment Date falls; and (iii) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where ‘‘Regular Date’’ means the day and month (but not the year) on which any Interest Payment

28 Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period; ‘‘Relevant Date’’ means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of payment by the Fiscal Agent on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders; ‘‘Relevant Financial Centre’’ has the meaning given in the relevant Final Terms; ‘‘Relevant Screen Page’’ means the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Final Terms, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the Person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate; ‘‘Relevant Time’’ has the meaning given in the relevant Final Terms; ‘‘Reserved Matter’’ means any proposal (i) to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes or to alter the method of calculating the amount of any payment in respect of the Notes on redemption or maturity or the date for any such payment; (ii) to effect the exchange or substitution of the Notes for, or the conversion of the Notes into, shares, bonds or other obligations or securities of the Issuer or any other person or body corporate formed or to be formed; (iii) to change the currency in which amounts due in respect of the Notes are payable; (iv) to change the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution; or (v) to amend this definition; ‘‘Security Interest’’ means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction; ‘‘Senior Note’’ means a Note specified as such in the relevant Final Terms; ‘‘Specified Currency’’ has the meaning given in the relevant Final Terms; ‘‘Specified Denomination(s)’’ has the meaning given in the relevant Final Terms; ‘‘Specified Office’’ has the meaning given in the Agency Agreement; ‘‘Specified Period’’ has the meaning given in the relevant Final Terms; ‘‘Subordinated Note’’ means a Note specified as such in the relevant Final Terms; ‘‘Talon’’ means a talon for further Coupons; ‘‘TARGET2’’ means the Trans-European Automated real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007; ‘‘TARGET Settlement Day’’ means any day on which TARGET2 is open for the settlement of payments in euro; ‘‘Treaty’’ means the Treaty establishing the European Communities, as amended; and ‘‘Zero Coupon Note’’ means a Note specified as such in the relevant Final Terms.

(b) Interpretation: In these Conditions: (i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable; (ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons; (iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;

29 (iv) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 13 (Taxation), any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions; (v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 13 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions; (vi) references to Notes being ‘‘outstanding’’ shall be construed in accordance with the Agency Agreement; (vii) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is ‘‘not applicable’’ then such expression is not applicable to the Notes; and (viii) any reference to the Agency Agreement shall be construed as a reference to the Agency Agreement as amended and/or supplemented up to and including the Issue Date of the Notes.

3. FORM, DENOMINATION AND TITLE The Notes are in bearer form in the Specified Denomination(s) with Coupons and, if specified in the relevant Final Terms, Talons attached at the time of issue. In the case of a Series of Notes with more than one Specified Denomination, Notes of one Specified Denomination will not be exchangeable for Notes of another Specified Denomination. Title to the Notes and the Coupons will pass by delivery. The holder of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof) and no Person shall be liable for so treating such holder. No person shall have any right to enforce any term or condition of any Note under the Contracts (Rights of Third Parties) Act 1999.

4. STATUS OF SENIOR NOTES The Senior Notes and the Coupons relating to them constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 6 (Negative Pledge)) unsecured obligations of the Issuer and rank pari passu without any preference among themselves and at least pari passu with all other unsubordinated and unsecured obligations of the Issuer, present and future (save for certain mandatory exceptions provided by law).

5. STATUS OF SUBORDINATED NOTES (a) Status: The Lower Tier II Subordinated Notes (Passivita` Subordinate di II livello, as defined in Title I, Chapter 2 Section II, paragraph 4.2 of the Bank of Italy Regulations) and the Upper Tier II Subordinated Notes (Strumenti Ibridi di Patrimonializzazione, as defined in Title I, Chapter 2, Section II, paragraph 4.1 of the Bank of Italy Regulations) (being those Notes that are specified in the relevant Final Terms as being Lower Tier II Subordinated Notes or Upper Tier II Subordinated Notes) and the Coupons relating to them constitute unsecured obligations of the Issuer and, subject to Condition 5(b) (Status of Subordinated Notes – Special provisions relating to Upper Tier II Subordinated Notes) and 5(c) (Status of Subordinated Notes – Status of Tier III Subordinated Notes), rank pari passu and without any preference among themselves. 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 pari passu on all Subordinated Notes, as the case may be, of such Series. In the event of the bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa,as described in Articles 80 to 94 of Legislative Decree No. 385 of 1 September 1993, as amended from time to time (the ‘‘Italian Banking Act’’)), dissolution, liquidation or winding-up of the Issuer, the payment obligations of the Issuer under the Lower Tier II Subordinated Notes or Upper Tier II Subordinated Notes and the Receipts and Coupons relating to them shall rank in right of payment after unsubordinated, unsecured creditors (including depositors) of the Issuer but, at least, pari passu with all other present and future subordinated obligations of the Issuer that are not expressed by their terms to rank junior to or senior to the Lower Tier II Subordinated Notes or Upper Tier II Subordinated Notes, as the case may be, and in priority to the claims of shareholders of the Issuer.

30 Each holder of a Subordinated Note unconditionally and irrevocably waives any right of setoff, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Subordinated Note. In accordance with the provisions of Condition 5(b)(ii) (Status of Subordinated Notes – Special provisions relating to Upper Tier II Subordinated Notes – Deferral of Interest), in the event of negative trends in its performance, the Issuer may suspend payments due under the Upper Tier II Subordinated Notes to the extent necessary to prevent or limit, to any possible extent, the occurrence of losses.

(b) Special provisions relating to Upper Tier II Subordinated Notes: (i) Loss Absorption: To the extent that the Issuer at any time suffers losses which, in accordance with Articles 2446 and 2447 of the Italian Civil Code or otherwise in accordance with the provisions of Italian laws and regulations, would require the Issuer to reduce its share capital and reserves to below the minimum capital (as provided for by the Bank of Italy from time to time for the issuance or maintenance of the Bank of Italy’s authorisation to conduct banking activity (the ‘‘Minimum Capital’’)), the obligations of the Issuer in respect of interest and principal under the Upper Tier II Subordinated Notes will be reduced to the extent necessary to enable the Issuer, in accordance with the requirements of Italian legal and regulatory provisions, to maintain at least the Minimum Capital. The obligations of the Issuer in respect of interest and principal due under the Upper Tier II Subordinated Notes which are so reduced will be reinstated whether or not the maturity date of the relevant obligation has occurred: (a) in whole, in the event of bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa, as described in Articles 80 to 94 of the Italian Banking Act), dissolution, liquidation or winding-up of the Issuer or in the event that the Issuer becomes subject to an order for Liquidazione Coatta Amministrativa and with effect prior to the commencement of such bankruptcy, dissolution, liquidation or winding up or order for Liquidazione Coatta Amministrativa as if such obligations of the Issuer were not so reduced in accordance with this Condition 5(b); and (b) in whole or in part, from time to time, to the extent that the Issuer, by reason of it having profits, or by reason of it obtaining new capital contributions, or by reason of the occurrence of any other event, would again have at least the Minimum Capital and would not be required, in accordance with Articles 2446 and 2447 of the Italian Civil Code or otherwise in accordance with the provisions of Italian laws or regulations, to reduce its capital to below the Minimum Capital. (ii) Deferral of Interest: The Issuer is not required to pay interest on the Upper Tier II Subordinated Notes on an Interest Payment Date if (a) no annual dividend has been approved, paid or set aside for payment pursuant to a meeting of the shareholders of the Issuer or paid in respect of any class of shares of the Issuer during the 12 month period ending on the date immediately preceding such Interest Payment Date; or (b) the Board of Directors of the Issuer has announced at the time of publication of any interim accounts of the Issuer published during the six months immediately preceding such Interest Payment Date that, based on such accounts, no sums are available at such time in accordance with Italian law for the payment of interim dividends in accordance with Article 2433–bis of the Italian Civil Code. Unpaid amounts of interest will constitute arrears of interest which will bear interest at the rate applicable to the relevant Upper Tier II Subordinated Notes. Arrears of interest (together with any additional interest amounts in respect of such arrears of interest) will become due and payable (i) in part, pari passu and pro rata if and to the extent that the Issuer makes payments of or in respect of amounts of interest on or in relation to any other pari passu claims; and (ii) in full on the earliest to occur of (a) the Interest Payment Date falling on or after the date on which a dividend is approved or paid on any class of share of the Issuer; (b) the date for repayment of the Upper Tier II Subordinated Notes; and (c) the date on which the Liquidazione Coatta Amministrativa of the Issuer is commenced pursuant to the Italian Banking Act or the date the Issuer becomes subject to a liquidation order. Each holder of a Subordinated Note unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Subordinated Note.

31 (c) Status of Tier III Subordinated Notes: Tier III Subordinated Notes (Passivita` Subordinate di III Livello as defined in Title I, Chapter 2, Section I, paragraph 1.5 of the Bank of Italy Regulations) (being those Notes that are specified in the relevant Final Terms as being Tier III Subordinated Notes) and the Coupons relating to them constitute unsecured obligations of the Issuer and rank pari passu among themselves. Tier III Subordinated Notes shall be subject to the same restrictions provided in respect of similar indebtedness qualifying as Upper Tier II Subordinated Notes or Lower Tier II Subordinated Notes except that any Tier III Subordinated Notes shall (i) have a different minimum maturity period of at least two years, as specified in the relevant Final Terms, and (ii) be subject to a lock-in provision pursuant to which payments of interest and repayment of principal amount cannot be effected if such payments or repayment would reduce the Issuer’s total regulatory capital below the aggregate minimum capital requirements of the Issuer, as provided under Title I, Chapter 2, Section II, first paragraph of the Bank of Italy Regulations. Each holder of a Subordinated Note unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Subordinated Note.

6. NEGATIVE PLEDGE The Issuer will not, so long as any of the Senior Notes remains outstanding, create or permit to subsist (other than by operation of law) any Security Interest upon the whole or any part of its undertakings, assets or revenues, present or future, to secure any External Indebtedness or any guarantee of or indemnity in respect of any External Indebtedness unless: (i) the same Security Interest shall forthwith be extended equally and rateably to the Senior Notes to the satisfaction of the Fiscal Agent; or (ii) such other Security Interest is provided as the Fiscal Agent shall in its absolute discretion deem not materially less beneficial to the interests of the Holders of the Senior Notes or as shall be approved by the Extraordinary Resolution of the Senior Noteholders, provided that nothing in this Condition 6 shall prevent the Issuer from: (i) creating or permitting to subsist any Security Interest upon, or with respect to, any of its present or future assets or revenues or any part thereof which is created pursuant to any Permitted Transaction, asset backed financing or like arrangement and whereby all payment obligations in respect of the External Indebtedness or any guarantee of or indemnity in respect of the External Indebtedness, as the case may be, secured by such Security Interest or having the benefit of such secured guarantee or other indemnity, are to be discharged solely from such assets or revenues; or (ii) permitting to subsist any Security Interest upon or with respect to any assets or revenues which are acquired by the Issuer subsequent to the issue date of the first Tranche of the relevant Notes as a consequence of the merger of any entity into or with the Issuer and which Security Interest is in existence at the time of such acquisition provided that such Security Interest was not created in contemplation of such acquisition or such merger and the principal amount secured at the time of such acquisition is not subsequently increased.

7. FIXED RATE NOTE PROVISIONS (a) Application: This Condition 7 is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable. (b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 12 (Payments). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 7 (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). (c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.

32 (d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount or Broken Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the product by the relevant Day Count Fraction and rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards). For this purpose a ‘‘sub-unit’’ means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent. Where the Specified Denomination of a Note comprises more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

8. FLOATING RATE NOTE AND INDEX-LINKED INTEREST NOTE PROVISIONS (a) Application: This Condition 8 is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable. (b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 12 (Payments). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). (c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Calculation Agent on the following basis: (i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; (ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; (iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will: (A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time; and (B) determine the arithmetic mean of such quotations; and (iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Principal Financial Centre of the Specified Currency, selected by the Calculation Agent, at approximately 11.00 a.m. (local time in the Principal Financial Centre of the Specified Currency) on the first day of the relevant Interest Period for loans in the Specified Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time, and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation

33 Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period. (d) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the Margin and the relevant ISDA Rate where ‘‘ISDA Rate’’ in relation to any Interest Period means a rate equal to the Floating Rate (as defined in the ISDA Definitions) that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms; (ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms; and (iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (B) in any other case, as specified in the relevant Final Terms. (e) Index-Linked Interest: If the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable, the Rate(s) of Interest applicable to the Notes for each Interest Period will be determined in the manner specified in the relevant Final Terms. (f) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so specified. (g) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the Calculation Amount during such Interest Period and multiplying the product by the relevant Day Count Fraction. Where the Specified Denomination of a Note comprises more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding. (h) Calculation of other amounts: If the relevant Final Terms specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount will be calculated by the Calculation Agent in the manner specified in the relevant Final Terms. (i) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be notified to the Paying Agents and each competent authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation as soon as practicable after such determination but (in the case of each Rate of Interest, Interest Amount and Interest Payment Date) in any event not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders. The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period. (j) Notifications etc.: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying Agents, the Noteholders and the Couponholders and (subject as aforesaid) no liability to any such Person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes.

34 9. ZERO COUPON NOTE PROVISIONS (a) Application: This Condition 9 is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable. (b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of: (i) the Reference Price; and (ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).

10. DUAL CURRENCY NOTE PROVISIONS (a) Application: This Condition 10 is applicable to the Notes only if the Dual Currency Note Provisions are specified in the relevant Final Terms as being applicable. (b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner specified in the relevant Final Terms.

11. REDEMPTION AND PURCHASE (a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 12 (Payments). The redemption of Upper Tier II Subordinated Notes shall always be subject to the prior approval of the Bank of Italy, such approval being dependent on the Issuer maintaining the minimum capital requirements (patrimonio di vigilanza) as prescribed in Title I, Chapter 2, Section II of the Bank of Italy Regulations immediately following redemption of the Upper Tier II Subordinated Notes. If such approval is not given on or prior to the redemption date, the Issuer will re-apply to the Bank of Italy for its consent to such redemption forthwith upon its having again, by whatever means, such required minimum capital. The Issuer will use its best endeavours to maintain such required minimum capital and to obtain such approval. (b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part: (i) at any time (if neither the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable); or (ii) on any Interest Payment Date (if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable), on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (Tax), together with interest accrued (if any) to the date fixed for redemption, if: (A) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 13 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the date of issue of the first Tranche of the Notes; and (B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it provided, however, that no such notice of redemption shall be given earlier than:

35 (1) where the Notes may be redeemed at any time, 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due; or (2) where the Notes may be redeemed only on an Interest Payment Date, 60 days prior to the Interest Payment Date occurring immediately before the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent (A) a certificate signed by two authorised signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred of and (B) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. Upon the expiry of any such notice as is referred to in this Condition 11(b), the Issuer shall be bound to redeem the Notes in accordance with this Condition 11(b). (c) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer’s giving not less than 30 nor more than 60 days’notice to the Noteholders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to such date). In the case of Lower Tier II Subordinated Notes, early redemption may occur only at the option of the Issuer and with the prior approval of the Bank of Italy. (d) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 11(c) (Redemption at the option of the Issuer), the Notes to be redeemed shall be selected by the drawing of lots in such place as the Fiscal Agent approves and in such manner as the Fiscal Agent considers appropriate, subject to compliance with applicable law, the rules of each competent authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation and the notice to Noteholders referred to in Condition 11(c) (Redemption at the option of the Issuer) shall specify the serial numbers of the Notes so to be redeemed. If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the relevant Final Terms, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so specified. (e) Redemption at the option of Noteholders: If the Put Option is specified in the relevant Final Terms as being applicable, the Issuer shall, at the option of the holder of any Note redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to such date. In order to exercise the option contained in this Condition 11(e), the holder of a Note must, not less than 45 days before the relevant Optional Redemption Date (Put), deposit with any Paying Agent such Note together with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Paying Agent. The Paying Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 11(e), may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance with this Condition 11(e), the depositor of such Note and not such Paying Agent shall be deemed to be the holder of such Note for all purposes. (f) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs (a) to (e) above.

36 (g) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of: (i) the Reference Price; and (ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and payable. Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be specified in the Final Terms for the purposes of this Condition 11(g) or, if none is so specified, a Day Count Fraction of 30E/360. (h) Purchase: The Issuer or any of its respective Subsidiaries may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith. (i) Cancellation: All Notes so redeemed or purchased by the Issuer or any of its respective Subsidiaries and any unmatured Coupons attached to or surrendered with them shall be cancelled and may not be reissued or resold.

12. PAYMENTS (a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Notes at the Specified Office of any Paying Agent outside the United States by cheque drawn in the currency in which the payment is due on, or by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that currency (in the case of a sterling cheque, a town clearing branch of a bank in the City of London). (b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the United States in the manner described in paragraph (a) above. (c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such Paying Agents will be able to make payment of the full amount of the interest on the Notes in the currency in which the payment is due when due, (ii) payment of the full amount of such interest at the offices of all such Paying Agents is illegal or effectively precluded by exchange controls or other similar restrictions and (iii) payment is permitted by applicable United States law. (d) Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 13 (Taxation). No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. (e) Deductions for unmatured Coupons: If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Note is presented without all unmatured Coupons relating thereto: (i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, however, that if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount actually available for payment bears to the amount of principal due for payment; (ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment: (A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the ‘‘Relevant

37 Coupons’’) being equal to the amount of principal due for payment; provided, however, that where this sub-paragraph would otherwise require a fraction of a missing Coupon to become void, such missing Coupon shall become void in its entirety; and (B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of the Relevant Coupons (or, as the case may be, the amount of principal due for payment) which the gross amount actually available for payment bears to the amount of principal due for payment. Each sum of principal so deducted shall be paid in the manner provided in paragraph (a) above against presentation and (provided that payment is made in full) surrender of the relevant missing Coupons. (f) Unmatured Coupons void: If the relevant Final Terms specifies that this Condition 12(f) is applicable or that the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for final redemption of any Note or early redemption in whole of such Note pursuant to Condition 11(b) (Redemption for tax reasons), Condition 11(c) (Redemption at the option of the Issuer), Condition 11(e) (Redemption at the option of Noteholders) or Condition 14 (Events of Default), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof. (g) Payments on business days: If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the next succeeding Payment Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay. (h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of any Paying Agent outside the United States (or in New York City if permitted by paragraph (c) above). (i) Partial payments: If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment. (j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the Fiscal Agent for a further Coupon Sheet (including, if appropriate, a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 15 (Prescription). Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon.

13. TAXATION (a) Gross up: All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Republic of Italy or any political subdivision therein or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments, or governmental charges is required by law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the Noteholders and the Couponholders after such withholding or deduction of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon presented for payment: (i) in respect of any payment or deduction of any interest, principal or other proceeds or on account of imposta sostitutiva (at the then applicable rate of tax) pursuant to Italian Legislative Decree No. 239 of 1 April 1996 and Italian Legislative Decree No. 461 of 21 November 1997 (as subsequently amended and supplemented) with respect to any Note or Coupon and in all circumstances in which the procedures set forth in Legislative Decree

38 No. 239 have not been met or complied with except where such procedures have not been met or complied with due to the actions or omissions of the Issuer or its agents; or (ii) with respect to a Note or Coupon presented for payment by or on behalf of a holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some present or former connection with the Republic of Italy other than the mere holding of such Note or Coupon; or (iii) in respect of any taxes which are payable otherwise than by withholding or deduct from payments made under or with respect to the Notes; or (iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26–27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (v) with respect to a Note or Coupon presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the EU; or (vi) with respect to a Note or Coupon presented for payment more than 30 days after the Relevant Date except to the extent that the relevant holder would have been entitled to such additional amounts if it had presented such Note or Coupon on the last day of such period of 30 days; or (vii) in respect of any Note having an original maturity of less than eighteen months where such withholding or deduction is required pursuant to Presidential Decree No. 600 of 29 September 1973, as amended and supplemented. (b) Taxing jurisdiction: If the Issuer becomes subject at any time to any taxing jurisdiction other than the Republic of Italy, references in these Conditions to the Republic of Italy shall be construed as references to the Republic of Italy and/or such other jurisdiction.

14. EVENTS OF DEFAULT (a) Subordinated Notes This Condition 14 (a) applies only in respect of Subordinated Notes and references to holders of Notes or Coupons in this Condition 14 (a) shall be construed accordingly. If any of the following events occurs: (i) Non-Payment: the Issuer fails to pay the principal of or any interest on any of the Notes when due and, in the case of interest, such failure continues for a period of five TARGET Settlement Days; or (ii) Winding-up: the Issuer is wound-up or dissolved (otherwise than for purposes of any amalgamation, merger or reconstruction), the Notes are, and they shall immediately become due and repayable at their Redemption Amount together with, if appropriate, accrued interest thereon. No remedy against the Issuer other than as specifically provided by this Condition shall be available to holders of the Notes or Coupons whether for the recovery of amounts owing in respect of the Notes or in respect of any breach by the Issuer of any of its obligations in relation to the Notes or otherwise.

(b) Senior Notes This Condition 14 (b) applies only in respect of Senior Notes and references to holders of Notes or Coupons in this Condition 14 (b) shall be construed accordingly. If any of the following events occurs: (i) Non-Payment: the Issuer fails to pay the principal of or any interest on any of the Notes when due and, in the case of interest, such failure continues for a period of five TARGET Settlement Days; or (ii) Breach of Other Obligations: the Issuer does not perform or comply with any one or more of its other obligations in the Notes or the Agency Agreement which default is incapable of

39 remedy within 30 days after written notice requiring such default to be remedied has been delivered to the Issuer at the specified office of the Fiscal Agent by the relevant Noteholder; or (iii) Cross-Default: (1) any other present or future indebtedness of the Issuer or any of its Subsidiaries for or in respect of moneys borrowed or raised, becomes due and payable or is capable of becoming due and payable prior to its stated maturity otherwise than at the option of the Issuer, or (2) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (3) the Issuer or any of its Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 14 (b) (iii) have occurred equals or exceeds EUR 10,000,000 or its equivalent in another currency as determined by the Fiscal Agent; or (iv) Enforcement Proceedings: a distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or any material part of the property, assets or revenues of the Issuer or any of its Subsidiaries and is not discharged or stayed within 30 days; or (v) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any of its Subsidiaries becomes enforceable over any material part of the property, assets or revenues of the Issuer or such Subsidiary and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person); or (vi) Insolvency: the Issuer or any of its Subsidiaries is (or is, or could be, adjudicated by a court of competent jurisdiction to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or any of its Subsidiaries; or (vii) Winding-up: an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer or any of its Subsidiaries, or the Issuer or any of its Subsidiaries shall apply or petition for a winding-up or administration order in respect of itself or ceases, or through an official action of its board of Directors threatens to cease, to carry on all or a substantial part of its business or operations, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by an Extraordinary Resolution of the Noteholders or (ii) in the case of a Subsidiary, whereby the undertaking and assets of the Subsidiary are transferred to or otherwise vested in the Issuer or another of its subsidiaries (which means, in respect of the Issuer at any particular time, any other entity which is controlled by the Issuer in accordance with Article 2359 no. 1 of the Italian Civil Code, or (viii) Analogous Events: any event occurs that under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs, then any Note may, by written notice addressed by the holder thereof to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent, be declared immediately due and payable, whereupon it shall become immediately due and payable at its Early Termination Amount together with accrued interest (if any) without further action or formality.

15. PRESCRIPTION Claims for principal shall become void unless the relevant Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest shall become void unless the relevant Coupons are presented for payment within five years of the appropriate Relevant Date.

16. REPLACEMENT OF NOTES AND COUPONS If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Fiscal Agent (and, if the Notes are then admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Paying Agent having its Specified Office in the place required by such competent authority, stock exchange and/or quotation system), subject to all applicable laws and

40 competent authority, stock exchange and/or quotation system requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

17. AGENTS In acting under the Agency Agreement and in connection with the Notes and the Coupons, the Paying Agents act solely as agents of the Issuer and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders or Couponholders. The initial Paying Agents and their initial Specified Offices are listed below. The initial Calculation Agent (if any) is specified in the relevant Final Terms. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint a successor fiscal agent or Calculation Agent and additional or successor paying agents; provided, however, that: (a) the Issuer shall at all times maintain a Fiscal Agent; and (b) the Issuer shall at all times maintain a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000; and (c) if a Calculation Agent is specified in the relevant Final Terms, the Issuer shall at all times maintain a Calculation Agent; and (d) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Issuer shall maintain a Paying Agent having its Specified Office in the place required by such competent authority, stock exchange and/or quotation system; and (e) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporated. Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given to the Noteholders.

18. MEETINGS OF NOTEHOLDERS; MODIFICATION AND WAIVER (a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more Persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders and Couponholders, whether present or not. In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. (b) Modification: The Notes and these Conditions may be amended without the consent of the Noteholders or the Couponholders to correct a manifest error. In addition, the parties to the Agency Agreement may agree to modify any provision thereof, but the Issuer shall not agree, without the consent of the Noteholders, to any such modification unless it is of a formal, minor or technical nature, it is made to correct a manifest error or it is, in the opinion of such parties, not materially prejudicial to the interests of the Noteholders.

41 19. FURTHER ISSUES The Issuer may from time to time, without the consent of the Noteholders or the Couponholders, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes.

20. NOTICES Notices to the Noteholders shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times) and, if the Notes are admitted to trading on the Luxembourg Stock Exchange and it is a requirement of applicable law or regulations, published on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in either case, if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of first publication (or if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers). Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders.

21. CURRENCY INDEMNITY If any sum due from the Issuer in respect of the Notes or the Coupons or any order or judgment given or made in relation thereto has to be converted from the currency (the ‘‘first currency’’) in which the same is payable under these Conditions or such order or judgment into another currency (the ‘‘second currency’’) for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, the Issuer shall indemnify each Noteholder, on the written demand of such Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such Noteholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. This indemnity constitutes a separate and independent obligation of the Issuer and shall give rise to a separate and independent cause of action.

22. ROUNDING For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions or the relevant Final Terms), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.

23. GOVERNING LAW AND JURISDICTION (a) Governing law: The Notes and all matters arising from or connected with the Notes are governed by, and shall be construed in accordance with, English law. (b) English courts: The courts of England have exclusive jurisdiction to settle any dispute (a ‘‘Dispute’’) arising from or connected with the Notes. (c) Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary. (d) Rights of the Noteholders to take proceedings outside England: Condition 23(b) (English courts)is for the benefit of the Noteholders only. As a result, nothing in this Condition 23 prevents any Noteholder from taking proceedings relating to a Dispute (‘‘Proceedings’’) in any other courts with jurisdiction. To the extent allowed by law, Noteholders may take concurrent Proceedings in any number of jurisdictions.

42 (e) Process agent: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Laurentia Financial Services Ltd. at 78 Cannon Street, London EC4N 6HH, United Kingdom or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of any Noteholder addressed and delivered to the Issuer or to the Specified Office of the Fiscal Agent appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Noteholder shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent. Nothing in this paragraph shall affect the right of any Noteholder to serve process in any other manner permitted by law. This Condition applies to Proceedings in England and to Proceedings elsewhere.

43 FORM OF FINAL TERMS

The Final Terms in respect of each Tranche of Notes will be substantially in the following form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular terms of the relevant Notes and their issue. Text in this section appearing in italics does not form part of the form of the Final Terms but denotes directions for completing the Final Terms. Final Terms dated [date]

BANCA POPOLARE DI VICENZA S.c.p.a.

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under the C6,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 1 July 2008 (the ‘‘Base Prospectus’’) [and the supplement to the Base Prospectus dated [date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at Banca Popolare di Vicenza, S.c.p.a, I-36100 Vicenza, Via Btg. Framarin, Italy and on the website of the Luxembourg Stock Exchange and copies may be obtained from the specified office of each Paying Agent and the Luxembourg Listing Agent. The following alternative language applies if the first tranche of an issue which is being increased was issued under a base prospectus with an earlier date and either (1) the Notes which are the subject of the Final Terms are not being (a) offered to the public in a member state (other than pursuant to one or more of the exemptions set out in Article 3.2 of the Prospectus Directive) or (b) admitted to trading on a regulated market in a member state or (2) the Conditions (as defined in the next paragraph) do not contain, by comparison with the Base Prospectus, any ‘‘significant new factor’’ within the meaning of Article 16.1 of the Prospectus Directive. If neither (1) nor (2) applies the Issuer will need to consider effecting the issue by means of a supplement to the Base Prospectus or a stand alone prospectus rather than by Final Terms. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus dated 1 July 2008 the supplement to the Base Prospectus dated [date]], which [together] constitute[s] a base prospectus (the ‘‘Base Prospectus’’) for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’), save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Full information on the Issuer and the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at Banca Popolare di Vicenza S.c.p.a., I-36100 Vicenza, Via Btg. Framarin, Italy and on the website of the Luxembourg Stock Exchange and copies may be obtained from the specified office of each Paying Agent and the Luxembourg Listing Agent. [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing the Final Terms.] [When completing final terms or adding any other final terms or information consideration should be given as to whether such terms or information constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

44 1. Issuer: Banca Popolare di Vicenza S.c.p.a. 2. [(i)] Series number: [ ] [(ii)] Tranche number: []] [(If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible).] 3. Specified Currency or Currencies: [ ] 4. Aggregate Nominal Amount: [(i)] Series: [ ] [(ii) Tranche: [ ]] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date](in the case of fungible issues only, if applicable)] 6. (a) Specified Denominations: [ ] [EUR50,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR99,000. No Notes in definitive form will be issued with a denomination below EUR50,000 or above EUR99,000.] Notes issued under the Programme which are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system situated or operating in a Member State and/or offered to the public in any Member State, in each case in circumstances which require the publication of a prospectus under the Prospectus Directive and the implementing measures in the relevant Member State, may not have a minimum denomination of less than EUR 50,000 (or its equivalent in another currency). (b) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations). 7. [(i)] Issue Date: [ ] [(ii)]Interest Commencement Date: [ ]] 8. Maturity Date: [Specify date or (for Floating Rate Notes) InterestPayment Date falling in or nearest to the relevantmonth and year] If the Maturity Date is less than one year from the Issue Date 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 out from an establishment maintained by the Issuer in the United Kingdom, (i) the Notes must have a minimum redemption value of £100,000 (or its equivalent in other currencies) and be sold only to

45 ‘‘professional investors’’ or (ii) another applicable exemption from Section 19 of the FSMA must be available. 9. Interest Basis: [[ ] per cent. Fixed Rate] [[specify reference rate] +/- [ ] per cent. Floating Rate] [Zero Coupon] [Index-Linked Interest] [Other (specify)] (further particulars specified below) 10 Redemption/Payment Basis: [Redemption at par] [Index-Linked Redemption] [Dual Currency] [Partly Paid] [Instalment] [Other (specify)] 11. Change of Interest or Redemption/Payment [Specify details of any provision for convertibility Basis: of Notes into another interest or redemption/ payment basis] 12. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars specified below)] 13. (i) Status of the Notes: [Senior Notes/Lower Tier II Subordinated Notes/ Upper Tier II Subordinated Notes/Tier III Subordinated Notes] [(ii)] [Date [Board] approval for issuance of [ ] [and [ ], respectively]] Notes obtained: (Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes.) 14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) (i) Rate[(s)] of Interest: [ ] per cent. per annum [payable [annually/ semi-annually/quarterly/monthly] in arrear] (ii) Interest Payment Date(s): [ ] in each year (iii) Fixed Coupon Amount[(s)]: [ ] per Calculation Amount (iv) Broken Amount(s): [[ ] per Calculation Amount payable on the Interest Payment Date falling in/on [ ]] (v) Day Count Fraction: [30/360/Actual/Actual (ICMA/ISDA)/other] (vi) Determination Dates: [ ] in each year (insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. Only relevant where Day Count Fraction is Actual/ Actual(ICMA)) (vii) Other terms relating to the method of [Not Applicable/give details] calculating interest for Fixed Rate Notes:

46 16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph.)[ ] [ ] (i) Interest Period(s): [ ] (ii) Specified Period: [ ] (Specified Period and Specified Interest Payment Dates are alternatives. A Specified Period, rather Specified Interest Payment Dates, will only relevant if the Business Day Convention is the Convention, Floating Rate Convention or Eurodollar Convention. Otherwise, insert ‘‘Not Applicable’’) (iii) Business Day Convention: [Floating Rate Convention/ Following Business Convention/ Modified Following Business Convention/ Preceding Business Day Convention/ No Adjustment/ other (give details)] (iv) Additional Business Centre(s): [Not Applicable/give details] (v) Manner in which the Rate(s) of Interest [Screen Rate Determination/ISDA is/are to be determined: Determination/other (give details)] (vi) Name and address of party responsible [[Name] shall be the Calculation Agent (no need for calculating the Rate(s) of Interest and to specify if the Fiscal Agent is to perform this Interest Amount(s) (if not the Fiscal function)] Agent): (vii) Screen Rate Determination: – Reference Rate: [For example, LIBOR or EURIBOR] – Interest Determination Date(s): [ ] – Relevant Screen Page: [For example, Reuters LIBOR 01/EURIBOR 01] – Relevant Time: [For example, 11.00 a.m. London time/Brussels time] – Relevant Financial Centre: [For example, London/Euro-zone (where Euro- means the region comprised of the countries lawful currency is the euro)] (viii) ISDA Determination: – Floating Rate Option: [ ] – Designated Maturity: [ ] – Reset Date: [ ] (ix) Margin(s): [+/-][ ] per cent. per annum (x) Minimum Rate of Interest: [ ] per cent. per annum (xi) Maximum Rate of Interest: [ ] per cent. per annum (xii) Day Count Fraction: [ ] (xiii) Fall back provisions, rounding rounding [] provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

47 17. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining paragraphs of this paragraph) (i) Accrual Yield: [ ] per cent. per annum (ii) Reference Price: [ ] (iii) Any other formula/basis of determining [Consider whether it is necessary to specify a amount payable: Count Fraction for the purposes of Condition 9 (Coupon Note Provisions)] 18. Index-Linked Interest Note Provisions other [Applicable/Not Applicable] variable-linked interest Note (If not applicable, delete the remaining paragraphs of this paragraph) (i) Index/Formula / other variable: [Give or annex details] (ii) Name and address of Calculation Agent [] responsible for calculating the interest due: (iii) Provisions for determining Coupon [] where calculated by reference to Index and/or Formula is impossible or impracticable: (iv) Interest or calculation periods: [ ] (v) Specified Period: [ ] (Specified Period and Specified Interest Payment Dates are alternatives. A Specified Period, rather than Specified Interest Payment Dates, will only be relevant if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention. Otherwise, insert ‘‘Not Applicable’’) (vi) Business Day Convention: [Floating Rate Convention/ Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/ other (give details)] (vii) Additional Business Centre(s): [ ] (viii) Minimum Rate of Interest: [ ] per cent. per annum (ix) Maximum Rate/Amount: [ ] per cent. per annum (x) Day Count Fraction: [ ] 19. Dual Currency Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (i) Rate of Exchange/method of calculating [Give details] Rate of Exchange: (ii) Name and address of Calculation Agent, [] if any, responsible for calculating the principal and/or interest due: (iii) Provisions applicable where calculation [] by reference to Rate of Exchange impossible or impracticable:

48 (iv) Person at whose option Specified [] Currency(ies) is/are payable:

PROVISIONS RELATING TO REDEMPTION 20. Call Option [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Optional Redemption Date(s): [ ] (ii) Optional Redemption Amount(s) of [ ] per Calculation Amount each Note and method, if any, of calculation of such amount(s): (iii) If redeemable in part: (a) Minimum Redemption Amount: [ ] (b) Maximum Redemption Amount: [ ] (iv) Notice period ((if other than as set out in [] the Conditions)): 21. Put Option [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Optional Redemption Date(s): [ ] (ii) Optional Redemption Amount(s) and [] method, if any, of calculation of such amount(s): (iii) Notice period: [ ] 22. Final Redemption Amount [[ ] Per Calculation Amount/other/see Appendix] In cases where the Final Redemption Amount [give or annex details] is Index-Linked or other variable-linked: (i) Index/Formula/variable: [ ] (ii) Name and address of Calculation Agent [] responsible for calculating the Final Redemption Amount: (iii) Provisions for determining Final [] Redemption Amount where calculated by reference to Index and/or Formula and/or other variable: (iv) Determination Date(s): [ ] (v) Provisions for determining Final [] Redemption where Amount calculation by reference to Index and / or Formula and/or other variable is impossible or impracticable or otherwise disrupted: (vi) Payment Date: [ ] (vii) Minimum Final Redemption Amount: [ ] per Calculation Amount (viii) Maximum Final Redemption Amount: [ ] per Calculation Amount

49 23. Early Redemption Amount [[ ] per Calculation Amount/other/see Appendix] Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Bearer Notes: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on [ ] days’ notice or] in the limited circumstances specified in the Permanent Global Note] [Temporary Global Note exchangeable for Definitive Notes on [ ] days’ notice] [Permanent Global Note exchangeable for Definitive Notes [on [ ] days’ notice or] in the limited circumstances specified in the Permanent Global Note] (In relation to any Notes issued with a denomination of B50,000 (or equivalent) and integral multiples of B1,000 (or equivalent), the Global Note representing such Notes shall only be exchangeable to Definitive Notes in the limited circumstances of (1) closure of the ICSDs; and (2) default of the Issuer.) 25. New Global Note Form: [Applicable/Not Applicable] 26. Additional Financial Centre(s) or other special [Not Applicable/give details. Note that this item provisions relating to Payment Dates: relates to the date and place of payment, and not interest period end dates, to which items 15(ii), 17(iii) and 18(iv) relates] 27. Talons for future Coupons or Receipts to be [Yes/No/Not Applicable/if yes, give details] attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount [Not Applicable/give details] of each payment compromising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 29. Details relating to Instalment Notes (amount [Not Applicable/give details] of each instalment, date on which each payment is to be made): 30. Consolidation provisions: [Not Applicable/The provisions [in Condition 19 (Further Issues) apply]] 31. Other terms or special conditions: (When adding any other final terms consideration should be given as to whether such terms constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.) [Not Applicable/give details]

50 DISTRIBUTION 32. (i) If syndicated, names and addresses of [Not Applicable/give names and addresses] Managers: (ii) Stabilising Manager(s) (if any): [ ] 33. If non-syndicated, name and address of Dealer: [Not Applicable/give name and addresses] 34. U.S. Selling Restrictions: [Reg S Compliance Category: TEFRA B/TEFRA C/TEFRA Not applicable] 35. Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue [and admission to trading on the Luxembourg Stock Exchange] of the Notes described herein pursuant to the A6,000,000,000 Euro Medium Term Note Programme of the Issuer.

ISSUER DETAILS Further information in respect of the Issuer is provided, pursuant to Article 2414 of the Italian Civil Code, in the schedule hereto.

RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. [(Relevant third party information) has been extracted from (specify source). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [(specify source)], no facts have been omitted which would render the reproduced information inaccurate or misleading.] Signed on behalf of the Issuer:

By: ...... Duly authorised

51 PART B

1. LISTING AND ADMISSION TO TRADING (i) Listing: [Luxembourg/other (specify)/None] (ii) Admission to trading: [Application has been made for the Notes to be admitted to trading on [the regulated market of the Luxembourg Stock Exchange/other (specify)] with effect from [ ].]/[Not Applicable] (Where documenting a fungible issue need to indicate that original securities are already admitted to trading.)

2. RATINGS Ratings The Notes to be issued [have been rated]/[are expected to be rated]: [Moody’s: [ ]] [Fitch: [ ]] [[Other]: [ ]] (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)

3. [NOTIFICATION The Commission de Surveillance du Secteur Financier [has been requested to provide/has provided – include first alternative for an issue which is contemporaneous with the establishment or update of the Programme and the second alternative for subsequent issues] the [include names of competent authorities of host Member States] with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law of 10 July 2005 which implements the Prospectus Directive.]

4. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER] Need to include a description of any interest, including conflicting ones, that is material to the issue/ offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement: ‘‘Save as discussed in ‘‘Subscription and Sale’’, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.’’] [(When adding any other description, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)]

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: [ ] (See ‘‘Use of Proceeds’’ wording in Prospectus – if reasons for offer different from making profit and/ or hedging certain risks will need to include those reasons here.)] [(ii)] Estimated net proceeds: [ ] (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.)

52 [(iii)] Estimated total expenses: [ ] [Include breakdown of expenses] (Only necessary to include disclosure of net proceeds and total expenses at (ii) and (iii) above where disclosure is included at (i) above.)] 6. [Fixed Rate Notes only – YIELD [] Indication of yield: The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.]

7. [Floating Rate Notes Only – HISTORIC INTEREST RATES Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].]

8. [Index-Linked or Other Variable-Linked Notes Only – PERFORMANCE OF INDEX/ FORMULA/OTHER VARIABLE AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING Need to include details of where past and future performance and volatility of the index/formula/other variable can be obtained and a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident. Include a description of any market disruption or settlement disruption events that affect the underlying and the adjustment rules with relation to events concerning the underlying. Where the underlying is a security need to include the name of the issuer of the security and the ISIN. Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is an interest rate need to include a description of the interest rate. Where the underlying is a basket of underlyings need to include disclosure of the relevant weightings of each underlying in the basket. Where the underlying is not an index need to include equivalent information.] [(When adding any other description, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)]

9. [Dual Currency Notes only – PERFORMANCE OF RATE[S] OF EXCHANGE Need to include details of where past and future performance and volatility of the relevant rate[s] can be obtained.] [(When adding any other description, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)]

10. OPERATIONAL INFORMATION ISIN Code: [ ] Common Code: [ ] New Global Note intended to be held in a Note that the designation ‘‘Yes’’ simply means manner which would allow Eurosystem that the Notes are intended upon issue to be eligibility: deposited with Euroclear or Clearsteam, Luxembourg as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [Include this text if ‘‘Yes’’ selected in which case the Notes must be issued in NGN form]

53 Any clearing system(s) other than Euroclear [Not applicable/give name(s) and number(s)] Bank S.A./N.V. and Clearstream Banking, socie´te´ anonyme and the relevant identification number(s): Delivery: Delivery [against/free of] payment Names and addresses of additional Paying [] Agent(s) (if any):

54 SCHEDULE TO THE FINAL TERMS

Further information relating to the Issuer

1. Name: Banca Popolare di Vicenza S.c.p.a. 2. Objects: The objects of the Issuer, as set out in Article 3 of its by-laws, are as follows: The Company’s corporate purposes are: (1) The Company has, as its corporate purpose, the collection of saving and exercising of credit, in its various forms, both towards its own shareholders and not, inspired by the principles of Popular Credit. To this end, the Company shall pay special attention to the territory where it is located, by means of its own distribution network, and with particular attention being paid to small and medium-sized business concerns and co-operatives. In compliance with its own institutional purposes, the Company shall grant its shareholder clients facilities with reference to the fruition of specific services. (2) The Company shall be entitled to perform, in compliance with the provisions in force, all the banking and financial operations and services permitted, those foreseen from among the activities that fall under the benefit of mutual recognition, as well as other instrumental activities or those which are, in any case, connected with achieving the corporate purpose, including the purchase of business credits. (3) The Company shall be entitled to issue bonds and exercise all the particular credit and financing activities foreseen by the laws in force. (4) In order to achieve its purpose, the Company shall be entitled to join associations and consortia and to draw up agreements in both Italy and abroad. (5) The Company, in its capacity of parent company of the ‘‘Gruppo Bancario Banca Popolare di Vicenza’’, shall issue, in exercising its management and co-ordination activities, provisions to the members of the Group, in order to perform the instructions handed down by the Banca d’Italia, in the interests of the Group’s stability. 3. Registered office: 1-36100 Vicenza Via Btg. Framarin Italy 4. Company registration: Registered at the Register of Enterprises of Vicenza with entry number 00204010243.

55 5. Amount of paid-up capital stock and reserves: Paid up capital stock: Euro 261,656,498, consisting of 69,775,066 ordinary shares with a nominal value of Euro 3.75 each and consolidated reserves (including Valuation Reserves, Equity Instruments, Reserves and Additional paid-in capital) of Euro 2,367,495 thousand (as of 31 December 2007).

56 SUMMARY OF THE PROVISIONS RELATING TO THE NOTES WHILST IN GLOBAL FORM

Relationship of Accountholders with Clearing Systems Each Global Note will be in bearer form. Consequently, in relation to any Tranche of Notes represented by a Global Note, references in the Terms and Conditions of the Notes to ‘‘Noteholder’’ are references to the bearer of the relevant Global Note which, for so long as the Global Note is held by a depositary or a common depositary, in the case of a CGN, or a common safekeeper, in the case of an NGN for Euroclear and/or CBL and/or any other relevant clearing system, will be that depositary or common depositary, or, as the case may be, common safekeeper. Each of the persons shown in the records of Euroclear and/or CBL or any other clearing system as being entitled to an interest (each an ‘‘Accountholder’’) in a Global Note (which expression includes a Temporary Global Note and a Permanent Global Note) must look solely to Euroclear and/or CBL or such other relevant clearing system (as the case may be) for such Accountholder’s share of each payment made by the Issuer to the bearer of such Global Note and in relation to all other rights arising under the Global Note. The extent to which, and the manner in which, Accountholders may exercise any rights arising under the Global Note will be determined by the respective rules and procedures of Euroclear, CBL and any other relevant Clearing System from time to time. Accountholders shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note, in respect of each amount so paid.

Exchange of Temporary Global Notes Whenever any interest in a Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Issuer shall procure: (a) in the case of first exchange, the prompt delivery (free of charge to the bearer) of such Permanent Global Note, duly authenticated and, in the case of an NGN, effectuated, to the bearer of the Temporary Global Note; or (b) in the case of any subsequent exchange, an increase in the principal amount of such Permanent Global Note in accordance with its terms, in each case in an aggregate principal amount equal to the aggregate of the principal amounts specified in the certificates issued by Euroclear and/or CBL and/or any other relevant clearing system and received by the Fiscal Agent against presentation and (in the case of final exchange) surrender of the Temporary Global Note to or to the order of the Fiscal Agent within 7 days of the bearer requesting such exchange. Whenever a Temporary Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Temporary Global Note to the bearer of the Temporary Global Note against the surrender of the Temporary Global Note to or to the order of the Fiscal Agent within 30 days of the bearer requesting such exchange. If: (a) a Permanent Global Note has not been delivered or the principal amount thereof increased by 5.00 p.m. (London time) on the seventh day after the bearer of a Temporary Global Note has requested exchange of an interest in the Temporary Global Note for an interest in a Permanent Global Note; or (b) Definitive Notes have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Temporary Global Note has requested exchange of the Temporary Global Note for Definitive Notes; or (c) a Temporary Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of a Temporary Global Note has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the bearer of the Temporary Global Note in accordance with the terms of the Temporary Global Note on the due date for payment,

57 then the Temporary Global Note (including the obligation to deliver a Permanent Global Note or increase the principal amount thereof or deliver Definitive Notes, as the case may be) will become void at 5.00 p.m. (London time) on such seventh day (in the case of (a) above) or at 5.00 p.m. (London time) on such thirtieth day (in the case of (b) above) or at 5.00 p.m. (London time) on such due date (in the case of (c) above) and the bearer of the Temporary Global Note will have no further rights thereunder (but without prejudice to the rights which the bearer of the Temporary Global Note or others may have under a deed of covenant dated 1 July 2008 (the ‘‘Deed of Covenant’’) executed by the Issuer). Under the Deed of Covenant, persons shown in the records of Euroclear and/or CBL and/or any other relevant clearing system as being entitled to an interest in a Temporary Global Note will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the Temporary Global Note became void, they had been the holders of Definitive Notes in an aggregate principal amount equal to the principal amount of Notes they were shown as holding in the records of Euroclear and/or CBL and/ or any other relevant clearing system.

Exchange of Permanent Global Notes Whenever a Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of the Fiscal Agent within 30 days of the bearer requesting such exchange. If: (i) Definitive Notes have not been delivered in accordance with the foregoing by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Permanent Global Note has duly requested exchange of the Permanent Global Note for Definitive Notes; or (ii) a Permanent Global Note (or any part thereof) has become due and payable in accordance with the Conditions, or the date for final redemption of the Note has occurred and, in either case, payment in full of the amount of principal falling due together with all accrued interest thereon has not been made to the bearer of the Permanent Global Note in accordance with the terms of the Permanent Global Note on the due date for payment, then such Permanent Global Note (including the obligation to deliver Definitive Notes) will become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (i) above) or at 5.00 p.m. (London time) on such due date (in the case of (ii) above) and the bearer of the Permanent Global Note will have no further rights thereunder (but without prejudice to the rights which the bearer of the Permanent Global Note or others may have under the Deed of Covenant). Under the Deed of Covenant, persons shown in the records of Euroclear and/or CBL (or any other relevant clearing system as being entitled to interests in the Notes) will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the Permanent Global Note became void, they had been the Holders of Definitive Notes in an aggregate principal amount equal to the principal amount of Notes they were shown as holding in the records of Euroclear and/or CBL and/or other relevant clearing system (as the case may be).

Conditions applicable to Global Notes Each Global Note will contain provisions which modify the Terms and Conditions of the Notes as they apply to the Global Note. The following is a summary of certain of those provisions: Payments: All payments in respect of the Global Note will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Global Note to or to the order of any Paying Agent outside the United States and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of principal or interest is made in respect of the Global Note, the Issuer shall procure that in respect of a CGN the payment is noted in a schedule thereto, and in respect of an NGN the payment is entered pari passu in the records of Euroclear and CBL. Unless Condition 12(c) (Payments – Payments in New York City) of the Terms and Conditions of the Notes applies, no payments of amounts due under the Notes (whether in respect of interest or principal or other amounts) will be made by mail or wire transfer to an address or account inside the United States and its possessions.

58 Exercise of put option: In order to exercise the option contained in Condition 11(e) (Redemption at the Option of Noteholders) of the Terms and Conditions of the Notes the bearer of the Permanent Global Note must, within the period specified in the Conditions for the deposit of the relevant Note and put notice, give written notice of such exercise to the Fiscal Agent specifying the principal amount of Notes in respect of which such option is being exercised. Any such notice will be irrevocable and may not be withdrawn. Partial exercise of call option: In connection with an exercise of the option contained in Condition 11(c) (Redemption and Purchase-Redemption at the option of the Issuer) of the Terms and Conditions of the Notes in relation to some only of the Notes, the Permanent Global Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of Euroclear and CBL (to be reflected in the records of Euroclear and CBL as either a pool factor or a reduction in principal amount, at their discretion). Notices: Notwithstanding Condition 20 (Notices), of the Terms and Conditions of the Notes while all the Notes are represented by a Permanent Global Note (or by a Permanent Global Note and/or a Temporary Global Note) and the Permanent Global Note is (or the Permanent Global Note and/or the Temporary Global Note are) deposited with a depositary or a common depositary for Euroclear and/or CBL and/or any other relevant clearing system or a common safekeeper, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or CBL and/or any other relevant clearing system and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 20 (Notices) of the Terms and Conditions of the Notes on the date of delivery to Euroclear and/or CBL and/or any other relevant clearing system and so long as the Notes are traded on the regulated market of the Luxembourg Stock Exchange and are listed on the official list of the Luxembourg Stock Exchange, notice shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

59 BUSINESS DESCRIPTION OF BANCA POPOLARE DI VICENZA

Overview Banca Popolare di Vicenza S.c.p.a. (a joint stock cooperative company) (the ‘‘Bank’’ or ‘‘BPV’’) is an Italian bank domiciled in Vicenza, operating in compliance with the Legislative Decree No. 385 of 1 September 1993 (the ‘‘Italian Banking Act’’) that provides a wide range of retail and commercial banking and other financial services to customers in Italy and abroad. The shares of BPV are not listed on any regulated market. BPV was incorporated and authorised with the Royal Decree No. 1808 of 12 September 1866. The duration of BPV has been established until 12 September 2066, and may be extended thereafter. BPV’s registered office and principal place of business is located in Vicenza, via Battaglione Framarin, 18, Italy, telephone no. +39-0444339111. BPV is registered at the Register of Enterprises of Vicenza with entry number 00204010243. Under BPV’s by-laws its corporate purpose is to collect savings and provide loans to its own shareholders and to customers. In addition, BPV is entitled to perform, in compliance with applicable laws and regulations, all banking and financial operations and services, including transactions that would benefit from the recently introduced ‘‘European passport’’ regime, and to carry out any other activity related to its corporate purpose, including by means of transferring claims and receivables and issuing bonds. In order to achieve its corporate purpose, BPV can join associations and consortia and enter into agreements in Italy and abroad. BPV, in the exercise of direction and coordination over the other companies of the BPV Group (as defined below), is required to ensure compliance by all such other companies with the instructions of the Bank of Italy for the stability of the BPV Group. The principal products and services offered by BPV are deposit taking, lending, capital markets services, asset and mutual fund management, securities custody, foreign currency transactions, factoring and insurance products and investment banking. BPV has also developed an international network, primarily in Eastern Europe, to provide cross-border banking services to its corporate customers. A more detailed description of BPV’s history, structure and activities is set forth below. History and General Information BPV was established in 1866 and was the first bank incorporated in Vicenza and the first ‘‘banca popolare’’ of the Veneto region. BPV has operated for 142 years in the province of Vicenza, where it has its headquarters. Although BPV’s business is mainly concentrated in the north-east region of Italy, it operates at a national level through a network of 667 points of sale. BPV has grown in the past few years through internal growth and acquisitions. In 1980, BPV began increasing its presence in the province of Vicenza by opening new branches and acquiring small local banks: Banca Popolare Agricola di Lonigo in 1985, Banca Popolare di Thiene in 1988, Banca Popolare dei Sette Comuni (Asiago) in 1991 and Banca Popolare di Venezia in 1994. This expansion has enabled BPV to maintain its position in the province of Vicenza despite competition in the territory. In 1996 BPV started acquiring controlling interests in other banks: Banca Popolare di Castelfranco Veneto and Banca Popolare di Trieste in 1996; Banca Popolare della Provincia di Belluno in 1997; Banca Popolare ‘‘C. Piva’’ di Valdobbiadene and Banca Popolare Udinese S.p.A. in 1998. At the beginning of 2000, Banca Idea S.p.A., a subsidiary of BPV based in Milan, started offering private customers innovative banking, financial and insurance services, through a network of financial brokers and on-line banking. In 2003 BPV Group, prior to the sale of Banca Idea S.p.A. to Banca Lombarda e Piemontese S.p.A., purchased 13 of its branches. During 2000, Banca Nuova S.p.A., a subsidiary of BPV based in Palermo, began its activities in Sicily with various branches, offering traditional banking services with sophisticated and innovative ‘‘door to door’’ consultancy and Internet services. The creation of Banca Nuova S.p.A., with the intention to expand rapidly in both the southern and central regions of Italy, is part of the BPV Group’s strategy to expand at a national level. In January 2001, the group strengthened: both (i) its national presence by acquiring 46 branches from the Banca Intesa Group mainly located in the north-west and southern regions of Italy, and (ii) its position in Sicily with the acquisition of Banca del Popolo di Trapani S.p.A., a bank strategically located in the south of Italy. In 2002 Banca Nuova S.p.A. was merged by incorporation into Banca del Popolo di Trapani S.p.A. The entity deriving from such merger was named Banca Nuova S.p.A.

60 In June 2002, BPV transferred its real estate business to its subsidiary Immobiliare Stampa S.p.A. by participating in the subsidiary’s capital increase. In December 2002, BPV executed an agreement for the acquisition of a majority interest in Cariprato S.p.A. from Banca Monte dei Paschi di Siena S.p.A., which became effective, following the authorisation of the Bank of Italy, in March 2003. The subsidiary BPVi Suisse, incorporated in Lugano (Switzerland) in 2001, was sold in 2003. In February 2003 BPV, pursuant to a resolution of the board of directors which implemented a resolution of the shareholders’ meeting, issued convertible subordinated notes for an amount equal to Euro 308,532,354 represented by a maximum number of 3,024,827 bearer notes, having a nominal value of Euro 102 each (the ‘‘Convertible Notes’’). Such Convertible Notes were offered to the existing shareholders of BPV, in compliance with Italian rules on shareholders’ option rights, in an amount equal to one Convertible Note for each 17 shares of BPV held. The Convertible Notes are to be redeemed, save for early redemption, at their face value within six years from the date of issuance. The conversion rate is equal to two new shares for each Convertible Note held. The maturity date is set on 2 May 2009. The conversion right was exercisable between 1 October 2006 and 31 December 2006; the conversion was effective as of 1 January 2007. The right was exercised in respect of 2,854,553 Convertible Notes corresponding to a total principal amount of Euro 291,164,406 and settlement took place prior to 31 January 2007. As a consequence 81,408 Convertible Notes remain outstanding and are due for redemption on 2 May 2009. In 2003 BPV established a new Italian life insurance company, Berica Vita S.p.A., which started its activities in May 2004. In July 2004, BPV issued notes exchangeable into shares of Banca Nazionale del Lavoro S.p.A. (‘‘BNL’’) for an amount equal to Euro 203,900,000 (the ‘‘Exchangeable Notes’’). Such transaction enabled BPV to finance its investment in BNL through the collection of funds at a reasonable cost. The Exchangeable Notes, with fixed interest coupon and maturity in July 2009, are exchangeable into ordinary shares of BNL commencing on 15 January 2006 up to their maturity date (the ‘‘Exchange Period’’). In order to protect its investment, BPV has an option to redeem all or only some of the Exchangeable Notes for their cash value as an alternative to the delivery of the shares. In October 2004, BPV, Nordest Merchant S.p.A. and 21 Investimenti S.p.A. entered into a joint venture agreement to consolidate BPV’s presence in the merchant banking and private equity sectors, incorporating NEM SGR S.p.A., an asset management company. In December 2004, the group, through its subsidiary Banca Nuova S.p.A., considerably increased its presence in southern Italy by means of the acquisition of a going concern of Banca Antonveneta comprising of 30 branches located in Sicily. As of 31 December 2004, the number of branches of Banca Nuova S.p.A. had increased by more than 40 per cent, from a number of 69 branches to 99. In 2005, in order to increase the presence of the group in the consumer credit sector, Prestinuova S.p.A. was incorporated, with its registered office in Palermo. On 18 July 2005, BPV, in the context of the tender offer launched by Unipol Assicurazioni S.p.A. (‘‘Unipol’’) on the shares of BNL, entered into a shareholders’ agreement with Unipol, granting a call option to Unipol on all 119,088,480 shares of BNL held by BPV. Such agreement provided also for a lock- up pursuant to which BPV agreed not to dispose of all its BNL shares until the expiration of 30 business days from the end of the subscription period for the above mentioned tender offer. Following the developments of Unipol’s tender offer, on 1 February 2006, BPV terminated the shareholders’ agreement with Unipol, and, on 2 February 2006, entered into an agreement with BNP Paribas S.A. (‘‘BNP’’), which provided for BPV’s obligation to sell and for BNP’s obligation to buy 75,000,000 of BNL’s ordinary shares. Such transaction was completed on 3 April 2006. On 16 May 2006, BPV, in the context of the tender offer launched by BNP on the shares of BNL, tendered 44,088,480 shares of BNL and, in compliance with the terms and conditions of the Exchangeable Notes, elected to be treated as accepting the tender offer also with regard to 41,675,000 shares of BNL, reserved for the Exchangeable Notes, no longer held by BPV. Following BNP’s tender offer on the shares of BNL and BPV’s acceptance of such offer, the exchange property (as defined in the terms and conditions of the Exchangeable Notes) was replaced, in compliance with the terms and conditions of the Exchangeable Notes, by the proceeds of the tender offer and the

61 bondholders who exercised their exchange rights received, in addition, a premium compensation amount in respect of each Exchangeable Note surrendered for exchange. In order to strengthen BPV’s position in the consumer credit business as described below in ‘‘Business Lines’’, in December 2005, the acquisition of a part of the interests owned by Cofinoga in Linea S.p.A. was executed (the residual interests owned by Cofinoga in Linea S.p.A. were acquired by Banco Popolare di Verona e Novara, another shareholder of Linea S.p.A.). The acquisition led to an increase in the total stake held by BPV in Linea from 32.20 per cent. to 47.96 per cent. After the increase of the participation held in Linea S.p.A., BPV and Banco Popolare di Verona e Novara (which held a participation in Linea S.p.A. equal to BPV’s interest of 47.96 per cent.) on 17 March 2006 executed a five-year shareholders’ agreement, renewable upon expiry for another five-year period, concerning, among other things, the management and governance of Linea S.p.A. On 24 December 2007, BPV, jointly with Banco Popolare Soc. Coop (formerly named Banco Popolare di Verona e Novara), executed with Compass S.p.A. and its controlling company Mediobanca S.p.A., a sale agreement for the sale to Compass S.p.A. of the entire interests owned by BPV and Banco Popolare Soc. Coop. of 47.96 per cent. each in Linea S.p.A. The conditions precedent to the closing of such sale have been fulfilled. Together with the agreement for the sale of BPV’s interest in Linea S.p.A., BPV and Compass S.p.A. signed a side letter, according to which agreements currently in force between BPV and the companies belonging to the Linea Group in relation to the distribution of retail credit, personal loans and credit, personal loans and credit cards branded Linea S.p.A. are renewed until 31 December 2009 (with the possibility of renewal for a further three-year period, unless terminated). The shareholders’ agreement executed on 17 March 2006 between BPV and Banco Popolare Soc. Coop. will terminate on the date the sale of BPV’s interest in Linea S.p.A. will be closed. In October 2006, Nordest Merchant incorporated a new subsidiary, NEM DUE SGR, an asset management company which is expected to manage speculative funds within the Group. The BPV Group, as of 31 December 2006, had 528 branches, 14 financial advisors outlets and 20 private banking outlets. In January 2007, Banca Nuova purchased a 30 per cent. stake in Farmanuova S.p.A., a recently incorporated company aimed at supporting companies operating in the pharmaceutical and health sector. Within the end of 2007 and the beginning of 2008, in the course of a capital increase launched by Farmanuova up to A3,796,740, Banca Nuova has subscribed new shares, in order to maintain its stake, paying an equivalent of A839.020. In February 2007, the board of directors of BPV resolved, following a resolution of the shareholder’s meeting in November 2004, to issue subordinated convertible loan stock for a maximum amount of Euro 250,259,280 represented by a maximum of 2,018,220 bearer notes, having a nominal value of Euro 124 each. These notes will be offered to shareholders of BPV, in compliance with Italian rules on shareholders’ option rights, as soon as the legal formalities have been completed. In 2007, BPV entered into a bank insurance partnership with Cattolica Assicurazioni Societa` Cooperativa (‘‘Cattolica Assicurazioni’’), an Italian listed company active in the field of insurance and holding company of the Gruppo Cattolica Assicurazioni (‘‘Cattolica Assicurazioni Group’’). The bank insurance partnership with Cattolica Assicurazioni Group was mainly concluded in order to develop BPV’s provision of insurance services to its customers (by leveraging the experience that Cattolica Assicurazioni has acquired in its position as a leader in the Italian life and non-life bank insurance sectors) and to give the BPV Group access to the insurance distribution network of the Cattolica Assicurazioni Group, which with more than 1,500 agencies serving more than two million customers nationwide, represents the third largest insurance network in Italy by number of branches (according to the Accenture S.p.A. semi-annual report). After entering into a memorandum of understanding on 26 January 2007, BPV and Cattolica Assicurazioni executed on 15 March 2007 a framework agreement (the ‘‘Cattolica Agreement’’), which sets out the parties’ respective rights and obligations, and the manner in which the partnership will be established. In particular, the Cattolica Agreement provides for the parties to make a series of strategic equity investments, with the aim of strengthening and complementing activity in their respective fields in banking and insurance and coordinating their operations in their respective distribution

62 networks. In particular, the Cattolica Agreement calls for a direct investment by Banca Popolare di Vicenza in Cattolica Assicurazioni – which at the time was increasing its capital – as well as the following: – several ‘‘cross sales’’ of equity investments in product companies (both insurance and asset management), on the condition of obtaining the necessary authorisations; – the signing of commercial agreements between the various companies involved, concerning the distribution of the insurance products (life and P&C) and asset management products; – the formation of a new company vehicle (later called Cattolica BPVI Mediazione Creditizia S.p.A.) that would have placed bank products through the Cattolica Assicurazioni agency structure. This series of transactions was designed to make the bank insurance partnership in question more urgent and effective. The effects of the five-year agreement started at the closing of the deal on 5 September 2007, and at expiration it will be tacitly renewable for a further five-year period. At the closing of the deal, Banca Popolare di Vicenza: – upon the capital increase authorised by Cattolica Assicurazioni with the exclusion of options rights, underwrote a first lot of 4,120,976 new Cattolica shares, corresponding to 8% of its capital, at a price of A44.87 per share (including a A41.87 share premium), investing A184.9 million at that stage. A second tranche of the capital increase will take place from 1 to 31 July 2010 for which the Banca Popolare di Vicenza will have the option of underwriting up to 2,341,464 further ordinary Cattolica Assicurazioni shares for a nominal unit value of A3.00 at a unit price corresponding to the weighted average of the ‘‘official’’ prices for the share recorded on the screen-based market (MTA) in the six months preceding the start date of the underwriting period for the second tranche; – sold to Cattolica Assicurazioni 50% of the share capital in Berica Vita S.p.A., in B.P.Vi. Fondi SGR S.p.A. and in Vicenza Life Ltd for a total of A73.1 million; – acquired from Cattolica Assicurazioni 50% of the share capital in ABC Assicura S.p.A. and Verona Gestioni SGR S.p.A. for A25.7 million. Cattolica BPVI Mediazione Creditizia S.p.A. was then formed on 5 October 2007, with registered offices in Vicenza. Furthermore, in the meantime a process was started in late 2007/early 2008 that will lead to the merger of Verona Gestioni SGR S.p.A. into B.P.Vi Fondi SGR S.p.A., expected by the end of the year 2008. If the Cattolica Agreement is not renewed or is terminated earlier, the partnership between BPV and Cattolica Assicurazioni will cease and the following situations will arise: – the Bank will decide at its discretion whether to maintain or sell, in whole or in part, the equity investment from the underwriting of the capital increase in Cattolica directly or through its subsidiary companies. If the Bank decides to sell its entire equity investment in Cattolica, or a part of it, though more than 3% of the share capital in Cattolica, it shall notify Cattolica which within 30 calendar days of the notice may send the Bank a buy offer via third parties for the entire share package that the Bank intends to sell, at the higher of: (i) the prices paid by the Banca Popolare di Vicenza group companies for underwriting of the capital increase, written-up by a financial yield equal to 12-month Euribor on the first day of each year plus a 0.5% spread; (ii) the weighted average of the official prices recorded for Cattolica shares in the three months before the ending date of the Agreement. At its discretion, the Bank may accept Cattolica’s offer or sell to third parties, provided that it is at a price equal to or greater than the price offered by Cattolica, or keep its equity investment in Cattolica. In any case, the Bank will be free to sell the equity investment in Cattolica if Cattolica does not submit an offer within the 30-day period mentioned above, or if the guarantee that must accompany the offer does not provide assurances of ready and certain liquidity; – Cattolica’s right to buy from the Bank which has the obligation of selling, and the Bank’s right to sell to Cattolica which has the obligation of buying, all and only all of the equity investments that Cattolica owns directly and/or indirectly in ABC Assicura S.p.A. and Verona SGR S.p.A.; – the Bank’s right to buy from Cattolica which has the obligation of selling, and Cattolica’s right to sell to the Bank which has the obligation of buying, all and only all of the equity investments that the Bank owns directly and/or indirectly in Berica Vita S.p.A., Vicenza Life Ltd., B.P.Vi. Fondi SGR, and Newco.

63 In May 2007 the Issuer completed all operating and corporate requirements necessary for the execution of the agreement previously signed with the company Livolsi & Partners S.p.A. on 10 February 2007 for the acquisition by BPV of an interest in Nuova Merchant S.p.A. (‘‘Nuova Merchant’’) equal to 80% of the latter’s issued share capital. With this acquisition, the Issuer directly and indirectly owns 100% of the share capital in Nuova Merchant S.p.A., observing that 20% was already held by Banca Nuova S.p.A. In December 2007, the Nuova Merchant shareholders’ meeting resolved upon a capital increase from Euro 500,000 to Euro 1,100,000 through the issue of 600,000 new shares with a nominal value of Euro 1.00 each) to be offered to the shareholders. This capital increase became appropriate to strengthen the company’s capital and financial position and to sustain its planned development program, which is intended to be implemented in 2008. Also in May 2007 the Issuer acquired a 100% stake in Monforte 19 S.r.l., a company whose only asset is represented by real estate located in Milan, for a consideration of Euro 13.7 million. Banca Popolare di Vicenza and its subsidiary Banca Nuova S.p.A. underwrote the entire capital increase proportionally, investing A480,000 and A120,000, respectively. In July 2007, following separate agreements signed with Intesa Sanpaolo S.p.A. and Cassa di Risparmio di Cento S.p.A., BPV acquired from these companies, respectively, a 19.33 per cent. and 19.55 per cent. stake in the share capital of Farbanca S.p.A., for a total consideration of Euro 18.7 million. Following this transaction, BPV acquired further stakes from minority shareholders and as at 31 December 2007, BPV’s stake in Farbanca had increased to 47.44 per cent, thereby becoming the controlling shareholder. Farbanca was formed in 1998 on the initiative of a group of pharmacists and members of industry associations and professionals. Today it is a single-branch, screen-based bank specialised in offering banking services to the pharmacy industry. This transaction strengthened Banca Popolare di Vicenza’s presence in the health industry and will allow it to generate new and significant synergies in terms of market knowledge and operating know-how with Farmanuova, a company specialising in financial support to the pharmaceuticals industry in which the subsidiary Banca Nuova has a 30 per cent stake. On 22 February 2007, Banca Popolare Sant’Angelo subscribed a reserved capital increase of Euro 947,370 plus share premium of Euro 473,685 in Prestinuova (a company belonging to the BPV Group specialised in consumer credit activity, namely in salary backed loans (‘‘Cessione del quinto dello stipendio’’), corresponding to 5 per cent. of the share capital of the company. In 2007, Prestinuova carried out a further capital increase of Euro 9.5 million in order to sustain its development plan. BPV and Banca Nuova have subscribed new shares for a consideration of Euro 9 million and Euro 3 million as share premium. As a result, BPV holds 6.3 per cent. of PrestiNuova and Banca Nuova S.p.A. holds 88.7 per cent. Starting at midnight on 31 December 2007, the Issuer executed the acquisition, by virtue of a contract executed on 7 November 2007, of branches consisting of company units for the exercise of banking activities and made up of assets, liabilities and others contracts (included labour contracts) related to the overall amount of 61 branches of the banks belonging to the UBI Banca Group, and specifically: 11 branches of Banca Popolare di Bergamo, 32 branches of Banco di Brescia and 18 branches of Banca Popolare Commercio e Industria. On 31 December 2006, the branches purchased, sited in Brescia (37) and Bergamo (24) had total deposit and current account equal to Euro 2364 million, specifically Euro 618 million of direct deposits and savings, Euro 796 million of indirect deposits and savings and Euro 950 million of investments. The acquisition will allow UBI Banca to comply with the Italian Competition Authority provisions included in measure no. 16673 of 12 April 2007, and will also allow Banca Popolare di Vicenza to proceed with its strategy to expand in areas of high interest. The price of the acquisition was Euro 488 million. On 31 December 2007, the branches purchased and located in Brescia (37) and Bergamo (24) had total deposit and current accounts equal to Euro 2,050 million, specifically Euro 470 million of direct deposits and savings, Euro 388 million of indirect deposits and savings and Euro 950 million of loans to customers. On 16 May 2008, Banca Popolare di Vicenza and Banco di Sicilia S.p.A, a company belonging to the Unicredit Group, signed an agreement for the acquisition by BPV of a controlling stake of IRFIS (76.26 per cent. of IRFIS’ share Capital), a bank, having its headquarters in Palermo, specialised in medium-long term loans to small and medium entities, for a consideration of approximately Euro

64 35 million. The remaining of IRFIS’ share capital is owned by the Regione Sicilia (21.00 per cent.) and other minority shareholders (2.74 per cent.) The acquisition, the effectiveness of which is subject to the condition precedent that the necessary authorisations are issued by the Bank of Italy and by the Region of Sicily (Regione Autonoma Sicilia). The acquisition of a controlling quota in IRFIS was motivated by the following strategic targets: – to restore and re-evaluate the role of IRFIS as a reference mark for companies in Sicily and mid- south Italy, enhancing the value of the potential of synergies with the BPV Group; – to fully re-evaluate the feature of a commercial bank specialised in long/medium term credit; – to gradually become the experience centre at a group level in the field of subsidised credit at both a national and regional level through the codification of specific models of services with retail banks; – to proceed with gradual implementation of an integrated business portfolio by rendering high added value services; – to constitute the prototype of a ‘‘Bank specialised in loans to companies’’ lined up to the best benchmarks of the relevant sector. In May 2008, Banca Popolare di Vicenza and 21 Investimenti decided to proceed with the renegotiation of the joint venture agreement executed in October 2004. The previous five year agreement had been entered into to favour a partial reorganisation of corporate finance and investment banking and private equity activities performed respectively by BPV and the 21 Investimenti group through the concentration of such activities in Nordest Merchant S.p.A. and 21 Investment Partners S.p.A., companies respectively controlled by the above mentioned groups. In the new partnership agreement between BPV and 21 Investimenti, which replaces the joint venture agreement and, which will last three years instead of the five years of the previous joint venture agreement, limits to competition in the area of private equity that, under the original joint venture agreement, prevented BPV from expanding its activities have been mitigated and the competence of the BPV Group in the corporate finance and merger acquisition area has been extended to other subsidiary companies. Shareholders of BPV The shares of BPV are not listed on any regulated market. In accordance with the legal structure of ‘‘banche popolari’’ as provided by Italian law, each shareholder cannot hold more than 0.5 per cent. of the shareholders’ equity and is entitled to one vote. BPV’s shareholder structure varies over time, as with all Italian ‘‘banche popolari’’. Pursuant to Italian law the holders of shares in a joint stock cooperative company may only exercise both their administrative and economic rights in relation to their shares subject to the approval of the board of directors; those holders whom the board of directors has refused admission as shareholders are entitled to exercise the economic rights attached to the shares (including the right to receive dividends). The holders of shares with full administrative and economic rights are referred to herein as shareholders (the ‘‘Shareholders’’), while those whose rights are only of an economic nature are referred to herein as members (the ‘‘Members’’).

65 The following table sets forth a breakdown of the shareholding by size, number of Shareholders and number of Members as of 31 December 2007: No. of No. of Total Size of shareholding (by number of shares owned) Shareholders Members shares 1 – 100...... 6,085 853 533,100 101 – 200...... 9,635 767 1,719,415 201 – 500...... 12,281 992 4,643,316 501 – 1,000...... 9,602 582 7,547,756 1,001 – 2,000...... 7,485 284 11,181,760 2,001 – 5,000...... 5,199 111 16,456,694 5,001 – 10,000...... 1,450 18 10,142,270 More than 10,000...... 743 14 17,550,755 52,480 3,621 69,775,066

The authorised and paid up capital stock of BPV as of 31 December 2007 was Euro 261,656,498 divided into 69,755,066 ordinary shares with a nominal value of Euro 3.75 each. BPV’s registered office is at Via Battaglione Framarin 18, Vicenza, Italy. BPV’s entry number in the Register of Enterprises of Vicenza is 00204010243.

Structure of the BPV Group General The BPV Group provides its services to customers through various specialised companies throughout Italy. Retail banking activities are divided into three main geographical areas: the north, the centre and the south-central regions of Italy. In the north these activities are mainly carried out by BPV, in the centre (Tuscany) by Cariprato S.p.A. (‘‘Cariprato’’) and in the south-central regions of Italy (Sicily, Calabria and Lazio) by Banca Nuova. Additional banking services are provided to customers through the following subsidiaries: . Vicenza Life Ltd, Berica Vita S.p.A. and ABC Assicura for the ‘‘Bancassurance’’ divisions; . BPVi Fondi SGR S.p.A., Verona Gestioni SGR S.p.A., NEM SGR S.p.A., NEM DUE SGR S.p.A., Otto A Piu` Nuovi Investimenti SGR S.p.A. (in which P.P.Vi Fondi SGR S.p.A. holds a stake of 20 per cent; in 2008 this stake is expected to be sold subject to receipt of the authorisations from the Italian authorities), 21 Partners SGR S.p.A. (controlled by 21 Investimenti Partners S.p.A., a company in which BPV holds a stake of 20 per cent.) for asset management services; . Nordest Merchant S.p.A., 21 Investimenti Partners S.p.A. and Nuova Merchant S.p.A. for merchant banking, private equity, corporate finance and investment banking; . BPV Finance (International) Plc for proprietary trading; . Linea S.p.A. (BPV entered into an agreement for the sale of its 47.96 per cent. stake) and Prestinuova S.p.A. for consumer credit services; . Farbanca S.p.A., Farmanuova S.p.A., Banca della Nuova Terra S.p.A. for financial activities in specific industries; and . Immobiliare Stampa S.p.A., Servizi Bancari S.p.A. and Sec Servizi S.p.A. (a company operating in the I.T. industry in which BPV holds a stake of approximately 50 per cent.) for incidental services. The group has increased its territorial reach through minority participations in foreign banks (especially in Eastern Europe) and has expanded its product range through shareholdings in partnerships and joint- ventures in asset management and consumer credit.

66 The chart below shows the structure of the group (the ‘‘BPV Group’’) including all the companies in the BPV Group’s consolidated financial statements as of and for the period ended 31 December 2007.

BANCA POPOLARE DI LINE-BY-LINE VICENZA S.c.p.a. CONSOLIDATION

99.59% 99.99% BPV Finance Banca Nuova SpA International PLC

88.67% 6.33% 50% PrestiNuova SpA Verona Gestioni SGR Spa

79% 100% Cariprato SpA Immobiliare Stampa SpA

20% 80% 100% Nuova Merchant SpA Monforte 19 Srl

80% Nordest Merchant SpA

20%

100% NEM SGR SpA Servizi Bancari SpA 100%

50% NEM 2 SGR SpA B.P.Vi Fondi SGR SpA 100%

47.44% Farbanca SpA

0.10% CONSOLIDATION AT EQUITY 1.66% 47.04% 1.02% SEC Servizi S.c.p.A. 50% Vicenza Life Ltd

1.00% 49% Berica Vita SpA 20% Otto a Più Nuovi Investimenti SGR SpA 20% Interporto della Toscana SpA 20% 21 Investimenti Partners SpA 30% Farmanuova SpA

50% ABC Assicura SpA Magazzini Generali, Merci 25% e Derrate SpA

67 Description of BPV Group companies The following information reflects the position of the main companies of the BPV Group as at 31 December 2007.

Banca Popolare di Vicenza S.c.p.a. BPV is a regional bank operating in the north-east of Italy. It provides banking services to retail and small-medium sized companies. The bank has an established presence in the province of Vicenza, both in terms of loans granted and deposits taken. BPV had a net income of Euro 110.1 million for the period ended 31 December 2007.

Banca Nuova S.p.A. Banca Nuova S.p.A. is a corporate and retail bank geographically oriented in the south of Italy. As of 31 December 2007, it had 106 branches, 152 financial advisors (promotori finanziari) and 850 employees. Banca Nuova S.p.A. had a net income of Euro 10 million for the period ended 31 December 2007.

Cariprato S.p.A. Cariprato is a corporate and retail bank based in the province of Prato, Tuscany. As of 31 December 2007, it had 92 branches and 980 employees. This bank had a net income of Euro 12.2 million for the period ended 31 December 2007.

Farbanca S.p.A. Farbanca is an online bank formed in 1998 by a group of pharmacists, pharmaceutical industry association representatives and professionals, to offer banking services to pharmacies. Farbanca S.p.A. had a net income of Euro 1.5 million for the period ended 31 December 2007.

PrestiNuova S.p.A. PrestiNuova S.p.A is a company operating in the consumer credit industry, whose core business comprises lending secured against one-fifth of salary/pension and loans repaid by withholdings from salary/pension, especially to the employees in the public sector. Following a capital increase in February 2007, Banca Nuova holds 88.7 per cent of PrestiNuova, BPV holds 6.3 per cent and Banca Popolare Sant’Angelo holds 5 per cent. On 21 June 2007 a further capital increase, aiming at supporting the company’s growth, was effected. At 31 December 2007, PrestiNuova had 53 employees and the company had a net income of Euro 2.8 million for the year ended 31 December 2007.

BPV Finance (International) Plc This Irish-registered company is 99.99% owned by Banca Popolare di Vicenza and operates out of Dublin’s International Financial Services Centre. BPV Finance specialises in proprietary trading, and carries out its business by investing in securities of Italian and international companies, with a special emphasis on the foreign subsidiaries of Italian companies. In 2007 BPV Finance reported a net income of Euro 2 million.

B.P.Vi Fondi Sgr S.p.A. B.P.Vi Fondi Sgr S.p.A. is a wholly owned subsidiary of BPV, which manages assets on behalf of clients of the BPV Group and supports the sales networks through the provision of training and professional development. For the year ended 31 December 2007, B.P.Vi Fondi SGR S.p.A. had a net income of Euro 1.8 million. As a consequence of the execution of the Cattolica Agreement (described above) on 5 September 2007 BPV sold to Cattolica Assicurazioni 50 per cent. of the share capital of B.P.Vi Fondi Sgr S.p.A., although in accordance with the provisions of the Cattolica Agreement, B.P.Vi Fondi Sgr S.p.A. has remained part of the BPV Group.

Verona Gestioni SGR S.p.A. On 5 September 2007, Banca Popolare di Vicenza acquired a 50 per cent. stake in Verona Gestioni SGR S.p.A., a manager of funds on a collective and individual basis, from Cattolica Assicurazioni. For the year ended 31 December 2007, the company reported a net income of Euro 2.3 million.

68 Nordest Merchant S.p.A. Nordest Merchant S.p.A. is a wholly-owned subsidiary of BPV. Its main business is the provision of financial services to small and medium-sized businesses, with a focus on acquisition finance, corporate finance and mergers and acquisitions, which it carries out through its two wholly-owned managers of closed-end and speculative investment funds (NEM Sgr and NEM Sgr). For the year ended 31 December 2007, the company reported a net income of Euro 430,000.

NEM Sgr S.p.A. NEM SGR S.p.A. is a wholly-owned subsidiary of Nordest Merchant S.p.A. which provides collective investment management services through the promotion, launch and management of closed-end mutual funds. For the year ended 31 December 2007, the company reported a net income of Euro 299,000.

NEM DUE Sgr S.p.A. NEM DUE Sgr S.p.A., is a wholly-owned subsidiary of Nordest Merchant S.p.A, and provides collective asset management services through the promotion, launch and management of speculative mutual funds, particularly mezzanine funds. NEM DUE SGR has been operating since May 2007, after launching ‘‘NEM Mezzanine’’, a closed-end speculative mutual investment fund. For the year ended 31 December 2007, the company reported a net income of Euro 333,000.

Nuova Merchant S.p.A. Nuova Merchant S.p.A. is a wholly-owned subsidiary of Banca Popolare di Vicenza (of which it acquired 80 per cent. directly in 2007 on top of the 20 per cent. already held by Banca Nuova S.p.A.) providing support and development services for business projects in Central and Southern Italy. For the year ended 31 December 2007, Nuova Merchant reported a loss of Euro 265,000. This loss is mainly due to the process of integration of the company within the BPV Group, which has caused a delay in the development of its business.

Servizi Bancari S.p.A. Servizi Bancari S.p.A. is a wholly-owned subsidiary of BPV, providing back office and IT services to BPV Group companies. For the year ended 31 December 2007, Servizi Bancari reported a net income of Euro 2 million in 2007.

Immobiliare Stampa S.p.A. Immobiliare Stampa S.p.A. is a wholly-owned subsidiary of BPV, managing the real estate portfolio of the BPV Group and providing, together with Cariprato and Banca Nuova, real estate services, as well as carrying out administrative activities relating to the management of group properties leased to third parties and of third-party properties leased by BPV Group companies. For the year ended 31 December 2007, Immobiliare Stampa reported a net income of Euro 3.2 million.

Monforte 19 S.r.l. BPV purchased 100 per cent. of Monforte 19 S.r.l. in May 2007. Monforte 19 owns a building in Milan, currently leased to Solvay Societe´ Anonime and serving as the tenant’s Italian headquarters. Monforte 19 had a book value of Euro 13.7 million as at 31 December 2007, and its acquisition has also involved BPV refinancing Euro 29.4 million of debt. For the year ended 31 December 2007, Monforte 19 reported a loss of Euro 1.1 million. Other companies that come within the scope of consolidation of BPV that are of material importance are:

Linea S.p.A. Linea S.p.A. is a company specialising in consumer credit, of which BPV holds 47.96 per cent. The Linea group companies all operate in the consumer credit sector. For the year ended 31 December 2007, Linea S.p.A. had a consolidated net income of Euro 13.5 million. On 24 December 2007 BPV entered into an agreement to sell its stake in Linea S.p.A. to Compass S.p.A. (part of the Mediobanca S.p.A. group) for an aggregate consideration of Euro 194 million.

69 Sec Servizi S.c.p.a. BPV holds 55 per cent. of the share capital of Sec Servizi, Societa` Consortile per Azioni. It is a consortium company limited by shares which operates in the information & communication technology (ICT) sector, providing software applications and technology infrastructure in support of financial and credit institutions and other businesses. The following table sets forth total assets and net profits of the companies described above as at 31 December 2006 and 2007: 31 December 2007 31 December 2006 Structure of BPV Group Company Total Asset Net Profit Total Asset Net Profit (Euro/thousands) Banca Popolare di Vicenza...... 21,411,027 110,090 17,536,287 120,025 Banca Nuova...... 3,262,988 10,037 2,943,460 8,583 CariPrato ...... 3,811,425 12,232 3,325,675 16,315 Farbanca(2) ...... 239,519 1,554 194,755 1,032 BPV Finance International...... 700,275 2.021 659,204 6,597 BPVi Fondi Sgr ...... 23,990 1,844 25,868 2,638 Nordest Merchant ...... 6,012 430 5,769 817 Immobiliare Stampa(1)...... 205,144 3,221 200,996 2,489 Servizi Bancari(1) ...... 6,165 2,040 3,981 49 Prestinuova...... 332,437 2,758 291,039 3,080 Nem Sgr...... 2,241 299 1,798 128 Nem 2 Sgr...... 2,611 333 1,412 19 Verona Gestioni(2) ...... 11,042 2,258 9,845 1,783 Nuova Merchant(1)(2) ...... 7,804 (265) 1,951 (46) Monforte19(1)(2) ...... 34,778 (1,111) 35,441 (50)

(1) Amounts have been derived from the Financial Statements of the company which have been prepared in accordance with accounting principles generally accepted in Italy. (2) In compliance with the requirements of IFRS 3, these companies have been consolidated for 2007 income statement purposes from their acquisition date.

Foreign Holdings in financial institutions The BPV Group’s shareholding interests in other financial institutions for the BPV Group are used to support Italian corporate clients with operations in those countries. Support is implemented through the ‘‘Italian desk’’, which consists of the physical presence of BPV Group personnel in branches of the participating companies. As of 31 December 2007, the BPV Group had the following stakes in foreign financial institutions: Share BPV Group Balance Sheet Legal name Share Capital Holding shareholder Value (Euro/ (Thousands) (%) Thousands) Credit Institutions Volksbank Ljudska Banka D.D. – Ljubljana (SLO)..... Euro 31,377 1.44 B.P. Vicenza 654,97 Magyarorszagi Volksbank R.T. – Butapest (H)...... HUF 15,066,000 0.50 B.P. Vicenza 805,32 Ludova Banka A.S. – Bratislava (SK)...... SKK 1,000,000 2.29 B.P. Vicenza 2,741,00 Volksbank D.D. Zagreb (HR)...... HRK 615,623 0.41 B.P. Vicenza 8495,04 Volksbank Cz A.S.-Brno (CZ) ...... CZK 1,682,800 1.11 B.P. Vicenza 1,602,65 Volksbank Romania S.A. – Bucharest (RO) ...... RON 377,100 0.47 B.P. Vicenza 1,320,45 Volksbank BH D.D. – Sarajevo (BH)...... BAM 47,000 2.41 B.P. Vicenza 983,43

Other holdings S.W.I.F.T. Society for Worldwide Interbank – La Hulpe (Belgium)...... Euro 13,979 0.03 B.P. Vicenza 13,49 0.01 CariPrato 3,42

70 Bank’s Organisational Structure Functional Organisation The table below shows the number of employees, branches and agents of the BPV Group on 31 December 2007: Change per 31 December year 2007 2006 (per cent.)

Number of permanent employees ...... 5,430 4,975 9.2 per cent. Number of branches ...... 628 528 18.9 per cent. Number of tied financial advisors and private banking Outlets.... 39 34 14.7 per cent.

Branch structure The BPV Group has no branches outside of Italy. As of 31 December 2007, the BPV Group branch structure was as follows: Tied Private financial banking Branches Advisors outlets Total

BPV Group ...... 628 17 22 667 BPV ...... 429 1 18 448 CariPrato ...... 92 – – 92 Banca Nuova...... 106 16 4 126 Farbanca ...... 1 – – 1

Geographical distribution Northern Italy...... 430 1 18 449 Central Italy ...... 103 – – 103 Southern Italy ...... 95 16 4 115

Management The board of directors of BPV comprises 18 members. The board of directors is vested with ordinary and extraordinary powers regarding the administration of BPV, except for those reserved specifically for shareholders by Italian laws and by the by-laws of BPV. The Chairman of the board of directors is BPV’s legal representative. The management of BPV is carried out by the board of directors, the executive committee and the managing director.

71 The following table sets out the composition of the board of directors together with any activities performed outside the BPV Group which are significant with respect to the Issuer. Position Name Significant activities

Chairman Giovanni Zonin(1) Associazione Bancaria Italiana –director; Associazione Nazionale fra le Banche Popolari – director; CARIPRATO; Nordest Merchant S.p.A. – chairman; Societa` Cattolica di Assicurazione Societa` Cooperativa – vice chairman Deputy Chairman Giovanni Bettanin(1) Deputy Chairman Marino Breganze(1) Banca Nuova S.p.A. – chairman Managing Director Divo Gronchi(2) Cassa di Risparmio di Prato S.p.A. – chairman; Banca Nuova S.p.A. – director; Fondo Interbancario di Tutela dei Depositi – director; Istituto Centrale delle Banche Popolari italiane – director Director and Giorgio Tibaldo(1) CARIPRATO – Cassa di Risparmio di Prato S.p.A. – Secretary director Director Mario Bonsembiante B.P.Vi Fondi SGR S.p.A. – director Director Alessandro Benetton Nordest Merchant S.p.A. – vice chairman; 21 Investimenti Partners S.p.A. – chairman Director Zeffirino Filippi(1) Immobiliare Stampa S.p.A. – director; Prestinuova S.p.A. – director Cassa di Risparmio di Prato S.p.A. Director Franco Miranda Cassa di Risparmio di Prato S.p.A. – director; Vicenza Fiera International S.r.l. – director Director Gianfranco Pavan Editoriale Friuli Venezia Giulia S.p.A. – director; Banca Nuova S.p.A. – director; Verona Forum S.r.l. – director Director Paolo Sartori Magazzini Generali Merci e Derrate S.p.A. – director Director Fiorenzo Sbabo(1) Veneto Sviluppo S.p.A. – director Director Maurizio Stella Immobiliare Stampa S.p.A. – vice chairman Director Paolo Tellatin AIDA S.p.A. – director Director Ugo Ticozzi(1) Banca Nuova S.p.A. – vice chairman; Nuova Merchant S.p.A. – vice chairman Director Giuseppe Zigliotto(1) B.P.Vi Fondi SGR S.p.A. – chairman; NEM SGR S.p.A. – director; Verona Gestioni SGR S.p.A. – director; 21 Investimenti Partners S.p.A. – vice chairman Director Paolo Bedoni Societa` Cattolica di Assicurazione Societa` Cooperativa – chairman Director Giovanni Fantoni

(1) Members of the executive committee. (2) Mr. Divo Gronchi, who was appointed in the meeting of 18th March 2007 by co-option as Director, was also appointed in the same meeting as Managing Director. The shareholders’ meeting of 19 April 2007 confirmed then Mr. Divo Gronchi as Director. The Board of Directors of Banca Popolare di Vicenza, at the meeting of 23 April 2007 confirmed Divo Gronchi as Managing Director.

In their capacity as directors, the members of the board of directors are all domiciled at the Company’s registered office.

72 The following table sets out the management of the Issuer together with any activities performed outside the BPV Group which are significant with respect to the Issuer. Position Name Significant activities

General Manager Samuele Sorato Consorzio Triveneto S.p.A. – chairman; CARIPRATO Farbanca S.p.A. – director; Oasi Diagram – Outsourcing Applicativo e Servizi Innovativi S.p.A. – director; SEC Servizi S.c.p.A. – chairman; Servizi Bancari S.p.A. – managing director; Seceti S.p.A.– director; Societa` Cattolica di Assicurazione Societa` Coopertiva – director; Deputy General Franco Tonato(1) Farbanca S.p.A. – director; Manager Immobiliare Stampa S.p.A. – managing director; Linea S.p.A. – vice chairman; Centro Interscambio Merci e Servizi S.p.A. – director; Polis Fondi SGR S.p.A. – director

Deputy General Emanuele Giustini Abc Assicura S.p.A. – director; Manager Berica Vita S.p.a. – Director; Cattolica BPVI Mediazione Creditizia – director; Linea S.p.A. – director Deputy General Mauro Micillo Arca SGR S.p.A. – director; Manager Berica Vita S.p.A. – director; BPV Finance PLC – director; B.P.Vi Fondi SGR S.p.A. – director; Vicenza Life LTD – director

(1) Mr. Franco Tonato was appointed as the manager charged with preparing BPV’s financial statements in the meeting of the Board of Directors of 17 June 2008.

No conflict of interest The members of the board of directors, board of statutory auditors and general management and the principal officers of BPV are not in any conflict of interest in connection with the offering of the Notes. Pursuant to Articles 2391 and 2391-bis of the Italian Civil Code and Clause 39 of the By-laws of BPV, its directors are required to report to the board of directors and board of statutory auditors any interest that they might bear, of their own or on behalf of third parties, with respect to any particular transaction of BPV indicating the nature, terms, source and scope of such interest. In addition, in consideration of the banking nature of BPV, the resolutions regarding the obligations of the executives must be passed in accordance with Article 136 of the Italian Banking Act and the Supervisory Instructions of the Bank of Italy.

Board of Statutory Auditors Under Italian law, the shareholders must appoint a board of statutory auditors (collegio sindacale), composed of three regular statutory auditors and two alternate statutory auditors. The statutory auditors are responsible for overseeing the management and verifying compliance with applicable Italian laws and BPV’s by-laws. They are also responsible for ensuring that BPV’s organisation, internal auditing and accounting system are adequate and reliable. The statutory auditors are usually appointed for a three- year period. They are required to meet on a quarterly basis and are required by law to attend each board of directors’ meeting and, although not strictly required by law, the executive committee’s meetings. The following table sets out the composition of the current board of statutory auditors together with any activities performed outside the BPV Group which are significant with respect to the Issuer.

73 Position Name Significant activities

Chairman Giovanni Zamberlan Linea S.p.A. – Chairman of the Board of Auditors Auditor Giacomo Cavalieri Auditor Laura Piussi Alternate Auditor Giuseppe Mannella Cattolica – BPVI Mediazione Creditizia S.p.A. – alternate auditor; Nem Due DGR S.p.a. – alternate auditor Alternate Auditor Marco Poggi Arca SGR S.p.A. – regular statutory auditor; Linea S.p.A. – regular statutory auditor; Equilon S.p.A. – regular statutory auditor

In their capacity as statutory auditors, the members of the board of statutory auditors are all domiciled at the Company’s registered office.

Independent Auditors In accordance with applicable Italian laws and regulations, the accounts of BPV must be audited by external auditors appointed by a resolution of the ordinary shareholders’ meeting. Their appointment must be approved by the board of statutory auditors. BPV’s external auditors are KPMG S.p.A.

Business Lines BPV’s current business lines can be grouped into the following categories:

Areas of activity . traditional commercial banking activities: BPV, Cariprato, Cassa di Risparmio di Prato S.p.A. and Banca Nuova S.p.A.; . bancassurance: Berica Vita S.p.A. and Vicenza Life Ltd (Ireland); . asset management: B.P.Vi Fondi SGR S.p.A., Verona Gestioni SGR S.p.A., NEM SGR S.p.A., NEM 2 SGR S.p.A. (the newly incorporated fund management company making investments of a more speculative nature, a wholly owned subsidiary of Nordest Merchant S.p.A.) and Otto a Piu` Nuovi Investimenti SGR S.p.A. (of which B.P.Vi Fondi SGR S.p.A. holds 20 per cent.). These last two companies are currently seeking authorisation from the relevant regulatory authorities under article 34 of Decree No. 58 of 24 February 1998 (‘‘Decree No. 58’’); . merchant banking: Nordest Merchant S.p.A. (of which the BPV Group holds 80 per cent. of the share capital), Nuova Merchant S.p.A., and 21 Investimenti Partners S.p.A. (of which the BPV Group holds 20 per cent.); . proprietary trading: BPV Finance (International) Plc; . consumer credit: Prestinuova S.p.A. (of which 88.7 per cent. of the share capital is held indirectly through Banca Nuova S.p.A., and 6.3 per cent. directly) and Linea S.p.A. (on 24 December 2007 BPV entered into an agreement to sell its 47.96 per cent. stake in Linea S.p.A. to Compass S.p.A. (part of the Mediobanca S.p.A. group) for an aggregate consideration of Euro 194 million; . lending to specific sectors: Farmanuova S.p.A., (incorporated by Banca Nuova, which holds 30 per cent. of the share capital); Farbanca S.p.A., a company for which the procedure authorising acquisition of 38.88 per cent. by BPV is currently pending and Banca della Nuova Terra, of which BPV holds 15 per cent., a bank specialising in agricultural lending; . complementary activities: Immobiliare Stampa S.p.A., Servizi Bancari S.p.A. and the Sec Servizi consortium company.

General BPV Group customers are private individuals and professionals, as well as small-medium sized companies.

74 The following is a description of new products and services and recent developments in production and sales. Recent organisational changes have taken place, aimed at dividing clients’ portfolios to concentrate BPV’s skills and activities on specifically targeted clients to better satisfy their individual needs. This shows the commitment of a management which focuses more on the needs of the client than on the products offered. The division of the business into three business areas (retail, private and corporate) has enabled BPV to maximise efficiently these areas and to focus its attention on the areas with the most potential.

Retail With regard to new products introduced during 2007 for retail customers, management believes that promotions targeting younger customers aging between 18 and 30 were of particular significance. This led to the launch of Feel Free in February 2007, a new product aimed at students and young people starting their careers. In the payment systems sector, in 2007 a new prepaid card, named C/Conto, was launched. Through this, BPV will pursue its goal of increasing the use of its payment products, given the characteristics of this card which management believes is safe, cost effective and user friendly. This car includes new methods in the terms of the manner in which funds can be added to the card, including directly from one’s salary, and in the payment methods available, so that cards can be used both in Italy and abroad, on websites and for bank transfers. In the insurance business new products were made available through ABC Assicura e Berica Vita, in particular new protection policies, which can be added to personal loans and mortgages, providing customers protection for events such as death, permanent or temporary inability or loss of employment. 2007 also saw the introduction of a loyalty programme dedicated to BPV’s shareholders, ‘‘GP-Operazione Gran Premio’’, aimed at increasing shareholder satisfaction and strengthening their link with BPV.

Private The principal developments introduced by the BPV Group in 2007, include an agreement with specialised hedge funds of Hedge Invest Sgr and the selection of new open-end investment companies, with the aim of allowing a diversification of portfolios with high quality products. In the insurance business new insurance products were launched by Vicenza Life, including Private Insurance, based on alternative multi manager funds not linked to market performances, and Personal Portfolio, intended for high net worth individuals allowing an insurance cap to be added on a personalised portfolio.

Corporate Customers In 2007 the range of products and services directed at corporate clients was developed and expanded, including by means of offering collective pension funds, as envisaged by the Cattolica Agreement. In the facilitated credit sector, the Issuer launched activities pursuant to Italian Law No. 1329 of 28 November 1965, as amended (the ‘‘Sabatini Law’’), offering services under the ‘‘paghero` diretto’’ name, allowing companies to acquire machinery at facilitated rates of interest. The Issuer has also promoted, among its corporate customers, access to the new stock exchange system ‘‘MAC Mercato Alternativo del Capitale’’, which is dedicated to institutional investors and small companies and is also promoted by other Italian banks and by the Italian Stock Exchange.

Foreign presence Considering the strong orientation to exporting activities in the areas where BPV operates, it has carefully managed its international relationships establishing a broad network of worldwide connections and of collaboration agreements with leading financial institutions. In particular, the following initiatives are worth mentioning: (i) the consulting and financing services offered by the Irish controlled company BPV Finance (International) Plc, Dublin; (ii) the assistance in the incorporation and management of foreign entities in collaboration with Unione Fiduciaria; and (iii) the shareholding interests in banks operating in Slovenia, Czech Republic, Slovakia, Hungary, Croatia, Romania, Bosnia Herzegovina where in each such country an Italian desk has been set up.

75 In April 2006 BPV strengthened its presence abroad, opening a new representative office in New Delhi. This new office, which is in addition to those already operating in Hong Kong and Shanghai, is intended to provide new commercial services for Italian businesses which wish to expand into the Indian market and to develop business relationships in the country.

Guarantees and Securities As of 31 December 2007 the BPV Group has no involvement in credit derivatives trading. Guarantees and commitments are all related to standard banking commercial activities and lending activities. The following is a summary of the guarantees and commitments are all related to standard banking commercial activities and lending activities. The following is a summary of the guarantees and commitments positions of the BPV Group as of at 31 December 2006 and 31 December 2007. 31 December 31 December Guarantees and commitments 2007 2006 (Euro/thousands) Financial guarantees ...... 466,421 395,515 Commercial guarantees ...... 736,156 678,596 Irrevocable commitments to make loans...... 1,749,935 1,577,825 Other commitments ...... 1,402,656 43,175

BPV has carried out several securitisations of claims deriving from performing mortgage loans in order to achieve a better funding in relation to asset liability management. Securitised assets consisted of claims deriving from performing mortgage loans granted to private individuals and to a smaller extent to businesses in Italy. Securitisation vehicles Berica, Berica 2 and Berica 3 issued securities for amounts of respectively Euro 325, 303 and 410 million. In December 2003 and November 2004, two multioriginators securitisations, named Berica Residential MBS 1 and Berica 5 Residential MBS, for an amount equal to Euro 588 million and Euro 675.9 million were completed. On 24 January 2006, the BPV Group announced the securitisation of another portfolio of residential mortgages, referred to as Berica 6 RMBS, totalling more than Euro 1.4 billion, originated by BPV (Euro 997 million), Banca Nuova (Euro 240 million) and Cariprato (Euro 191 million). This is the sixth securitisation originated by BPV Group involving the securitisation of loans totalling about 3.7 billion Euro over the past five years. In terms of credit quality, the consolidated risk ratios were as follows: 31 December 31 December Consolidated risk ratios 2007 2006

Net non-performing loans/net loans to customers ...... 1.57% 1.62% Net doubtful loans(1)/net loans to customers...... 3.54% 3.69%

(1) Include non-performing loans, rescheduled loans and other doubtful loans.

Litigation and regulatory matters In July 2005, BPV and Unipol entered into a shareholders’ agreement in relation to their respective stakes in BNL (the ‘‘BNL Shareholders’ Agreement’’). On 6 March 2008 a notice of indictment and a notice advising of the conclusion of investigations was sent to BPV, informing BPV of criminal proceedings brought by the Milan Public Prosecutor’s Office. The persons being investigated include Mr. Giovanni Zonin (Chairman of BPV’s Board of Directors) and Mr. Divo Gronchi (Managing Director of BPV). The investigations allege that, prior to disclosure of the BNL Shareholders’ Agreement, such persons, in conjunction with others, were involved in secret stakebuilding of shares in BNL, with the goal of obtaining control of BNL and of blocking, in breach of the Italian takeover rules, a takeover bid for BNL announced by BBVA. BPV is charged pursuant to articles 5, paragraph 1, letter (a), 6 and 25sexies, paragraphs 1 and 2 of Italian Legislative Decree 231/2001, with not having adopted and effectively implemented organisational and management models capable of preventing offences such as the one being investigated. CONSOB has also commenced administrative proceedings against Mr. Giovanni Zonin and Mr. Divo Gronchi in connection with the BNL Shareholders’ Agreement, alleging that such agreement was not disclosed in accordance with article 122 of Italian Legislative Decree No. 58 of 24 February 1998. If Mr. Zonin and Mr. Gronchi were to be found liable of such offence, CONSOB may impose a monetary

76 sanction (which can be challenged in the courts) and BPV would be jointly and severally liable with Mr. Zonin and Mr. Gronchi for the payment of any such monetary sanction. BPV must exercise a right of recourse against those responsible if it pays any such sanction. On 26 May 2008, the Italian antitrust authority notified BPV and Banca Nuova S.p.A. that they are under investigation in respect of compliance with Italian laws regarding the transferability of mortgage loans, alleging a breach of unfair commercial practices rules. BPV has the right to respond to such notice, following which the Italian antitrust authority will decide whether or not to proceed with its investigation. From October 2007, the Issuer underwent a general inspection by the Bank of Italy. This inspection ended in March 2008 and on 9 June 2008 the Bank of Italy notified the Issuer in a report of its findings during the general inspection. With reference to certain findings and remarks in the report, the Bank of Italy has commenced proceedings within the meaning of articles 7 and 8 of Law No. 241 of 7 August 1990, against directors, statutory auditors and the former general manager of the Issuer holding office at the time of the events mentioned in the report. Pursuant to applicable supervisory rules, the Issuer and the persons against whom the Bank of Italy has commenced such proceedings may send their comments and conclusions to the Bank of Italy within a period of 30 days, which may be extended.

Credit Risk Management and Recovery Policies Organisational issues Credit risk is the risk of losses due to non-performance by the counterparty (specifically the obligation to repay loans) or, more broadly, the failure of customers or their guarantors to meet their obligations. Credit risk also usually includes country risk, being the risk that public and private borrowers in a country might be affected by the political, economic and financial situation there. In such cases, the failure to meet their obligations may depend on external factors beyond their control (political and economic risks, currency controls etc.) that relate to the country in which they are resident. The Group’s regulations for the management of lending, contained in its Credit Manual, require a prudent approach to the assessment of risk. At the investigation stage, borrowers are required to provide all the documentation needed for an adequate assessment of their credit-worthiness. Such documentation must allow assessment of the consistency between the amount requested, the technical form of the loan and the project to be financed; it must also allow the characteristics and qualities of borrowers to be identified, having regard for all forms of relationships between them and BPV. The risks associated with individual customers of the same bank must be considered separately. If there are legal or economic relations between individual customers, these parties form a unit in risk terms and represent a group (economic group or risk group). When granting and/or renewing lines of credit, it is necessary to verify the exposure by the entire BPV Group to borrowers and that to any groups to which they belong. Pricing and/or income from the relationship cannot be a factor when evaluating credit-worthiness and agreeing a loan. Account managers monitor and administer loans on a daily basis and are responsible for loans granted. If customer risk increases, the operating objective is to contain the bank’s risk by adopting the appropriate measures on a timely basis. Further to the ‘‘New prudential supervisory instructions for banks’’ (Bank of Italy Circular 263/06), the BPV Group has adopted a process which, as far as properly securing loans is concerned, regularly checks and updates its estimated value, also by using statistical methods based on geo-referenced systems. These instructions have also introduced a new category of anomalous loans (called ‘‘Past due’’) for the purposes of isolating ‘‘Past due exposures’’. Unlike the other existing classifications, this originates solely from the causes defined by the new supervisory rules. With regard to the Basel II project, the rating models for retail and corporate customers with up to Euro 50 million turnover have been loaded on to the computer systems and are expected to start being used in the first half of 2008. The rating models for companies with over Euro 50 million turnover are being tested by the loan departments of BPV Group banks.

77 Management, measurement and monitoring systems The lending process is organised as follows: – the granting of loans involves: investigation, assessment, decision, formalisation of the loan and any guarantees; – the management of loans involves: way utilised, monitoring, review of facility, management of anomalies; and – the management of non-performing loans and recovery of loans. The first and most important step in the measurement and management of risk is taken when loans are granted. In particular, the investigation process identifies the parties involved, obtains and examines the documentation, checks the available databases and prepares the proposal. The investigation process is supported by different IT systems/functions that depend on the type of customer concerned. For individual and small businesses, the granting or otherwise of the facility requested is dealt with at branch or Area level for relatively small amounts. This follows a simplified process using an internal scoring system, which is an IT tool that checks credit-worthiness at the time new lines of credit are granted, using both internal and external sources of information. The risk-management system (SGR) plays an important role in the monitoring and management of credit risk, allowing account managers to check on changes in the credit status of customers and quickly identify any deterioration in the standing of borrowers. As required by the Bank of Italy’s supervisory instructions (Part IV, Chapter 11, Section II), suitable systems for the identification, measurement and control of risks have been adopted in order to manage lending in a proper and prudent manner. Monitoring forms an integral part of the daily activities of the Bank. There are four types: – Functional monitoring: this is performed at organisational level (e.g. hierarchical controls) or is built into procedures or carried out as part of back-office work; – Risk-management monitoring: this contributes to defining the ways in which risk is measured, checks compliance with the limits established for the various functions and monitors the consistency of operations. These checks are performed by functions without operational responsibilities; – Updating of customer profiles: the purpose of this activity is to update the credit rating of individual borrowers, at predetermined intervals; and – Inspections: these are carried out by the audit function both on-site and on a remote basis, in order to verify the quality of loans and the support for decisions taken by the functions responsible for granting and administering loans.

Deteriorated financial activities Anomalous loans not classified as non-performing are monitored in a standard fashion by all banks by both the retail network and the Anomalous Loans units, whose mission is to ‘‘prevent default’’. These Units, which report hierarchically and functionally to the Loans Department, are staffed at Head Office and, with regard to BPV, in the Area offices responsible for the branch network. The main tool used to identify ‘‘anomalous’’ loans is the SGR procedure which provides a ‘‘performance rating’’. Each month, this procedure analyses all individual and corporate customers who have borrowed at least Euro 200 (the greater of the line of credit or the drawdown), excluding the positions that are already classified as past due, watchlist or non-performing, allocating them a rating that expresses the probability of default on a 12 point scale. This classification represents a forecast for the next 6-12 months. Based on the class of risk identified, the SGR system proposes to the account manager a classification of the position in one of the following categories: ‘‘performing’’ (BO), ‘‘observation’’ (OS), ‘‘high risk’’ (AR) ‘‘past due’’ (SC). The account manager, having assessed the real situation of the customer with regard to all positions that are not automatically classified as ‘‘performing’’, may: – agree with the proposed classification and therefore establish a suitable plan for improving the position; or

78 – disagree with the proposed classification, being in possession of information that justifies an exception to the system’s proposal, and not confirm the proposal. This option is not available for ‘‘past due’’ classifications since the anomaly is identified on the basis of objective factors (as defined by Basel 2) and may not be ‘‘excepted’’ by the account manager. Accordingly, with regard to customers with ‘‘anomalies’’, account managers are required to take a preventive approach rather than one based on justifications, thereby minimising the need to take action for the forced recovery of loans. In general, positions remain under ‘‘observation’’ or ‘‘high risk’’ or ‘‘past due’’ for a maximum predefined period, after which they are either returned to ‘‘performing’’ or transferred to ‘‘default’’. ‘‘Restructured’’ loans are not automatically identified and managed by the SGR procedure, but in compliance with the supervisory rules (‘‘Cash and off-balance sheet exposures (...) for which a bank, due to deterioration in the borrower’s economic and financial status, allows the original contractual conditions to be revised (...) giving rise to a loss’’), their management focuses on checking observance of the agreed restructuring plan and the fact that they may be compatible with other internal classifications, such as ‘‘watchlist’’. Activities relating to watchlist loans give priority to friendly, even if gradual, recovery of credit or at least to the mitigation of any negative effects in the event of default. The classification of loans as ‘‘non-performing’’ is based on the criteria laid down in the supervisory regulations. Accordingly, this category comprises loans to parties that are insolvent or in similar circumstances, even if not confirmed by a judge, the recovery of which is the subject of court action or other suitable measures. Specific staff functions within Banca Nuova and CariPrato are responsible for the management of non-performing loans and the recovery of loans, while since the start of 2008 BPV’s ‘‘Non-performing loans, recovery and disputed loans’’ unit has been incorporated in the Anomalous Loans unit forming part of the Loans Department. These units consist of internal lawyers and personnel who carry out administrative and accounting activities in relation to the non-performing loans concerned. The accounting processes make use of an IT procedure common to all members of the Sec Servizi consortium. Recovery activities are carried out on a pro-active basis, with a view to optimising the legal procedures and maximising the outcome in economic and financial terms. In particular, when evaluating the steps to take, internal lawyers prefer to take out-of-court action with recourse to settlements that accelerate recoveries and contain the level of costs incurred. Where this route is not applicable, and especially with regard to larger amounts and when greater recoveries can be expected, external lawyers are instructed to take legal action since this represents both a method of putting legitimate pressure on the debtor and a way to resolve disputes. Small loans that are uncollectible or difficult to collect are generally grouped together and sold without recourse, given that legal action would be uneconomic in cost/benefit terms. For financial reporting purposes, non-performing loans are analysed on a case-by-case basis to determine the provisions required to cover expected losses. The extent of the loss expected from each relationship is determined with reference to the solvency of the debtor, the nature and value of the guarantees obtained and the progress made by recovery procedures. Estimates are made on a prudent basis and adopting discounting criteria, as required by accounting standards. This complex evaluation process is assisted by the subdivision of the loan portfolio into similar categories and year of origin, taking account of the realisable value of the personal and/or corporate assets of the debtor and the guarantors. Lastly, the proper performance of the task of administering and evaluating non-performing loans is assured by both periodic internal audit checks and by external verification activities, carried out by the Board of Statutory Auditors and the independent auditors.

Market Risk Management Market risk is the risk arising out of operations on markets with respect to financial instruments, currencies and goods. The management of the BPV Group’s risk and return profile across different markets and financial products is entrusted to the Finance section, on the basis of:

79 – operating limits; – position limits: credit and concentration risk; – stop loss limits; and – value at risk (’’VaR’’) limits. Responsibility for the daily first level checks on operating limits, position limits and stop loss limits is entrusted to the Financial Control office within the Finance Department, while the Risk Management office within the Planning and Risk Management Department carries out a weekly, second-level check of compliance with these limits. Value at Risk represents an estimate of the maximum potential loss on a portfolio of securities due to adverse market conditions. The Risk Management Office is responsible for reporting VaR. This analysis is performed on a daily basis, partly to check that the VaR remains within the parameters established and defined by the Board of Directors. The BPV Group uses the historical simulation method for calculating VaR, based on 250 scenarios and using a 99 per cent. confidence level and a 10-day holding period. The VaR limits have been fixed for the three categories, rate, price, exchange rate.

Interest Rate Risk Management Interest rate risk refers to the possibility of the Issuer incurring losses as a result of a poor performance in market interest rates. This risk is monitored through the Asset Liability Management System (‘‘ALMS’’), which measures under ‘‘static’’ conditions the impact of interest rate charges on financial margins. The Issuer implemented the ALMPro system by Prometeia in the second half of 2007, with the purpose of having a tool capable of performing dynamic ALM modelling. The Finance and ALMS Committee of the Issuer is responsible for the overall management of the BPV Group’s interest-rate risk. Monitoring and control activities are carried out on a monthly basis. The documentation produced is submitted to the Finance and ALMS Committee. The boards of directors of the Issuer and the boards of its subsidiaries receive quarterly information on ALM. Operational and strategic decisions regarding the banking book by the Finance and ALMS Committee are designed to minimise the volatility in net interest income expected in the financial year (12 months) and to minimise the volatility in total equity value when interest rates change.

Liquidity Risk Management Liquidity risk is the risk of being unable to meet payment obligations caused by inability to obtain funding (funding liquidity risk) and/or the presence of restrictions on the ability to sell assets (market liquidity risk). This risk can also take the form of a loss relative to fair value deriving from a forced sale, or more generally, of a loss in terms of reputation or business opportunities. The Finance Department manages the BPV Group’s liquidity risk by seeking to maintain the optimum balance between average maturities of lending and funding, and by diversifying positions by counterparty and agreed due date both over the counter and on the Interbank Deposits Market. In addition to usual banking treasury activities (daily monitoring of the Group’s liquidity and optimisation of its short-term management), any medium and long-term imbalances are managed using appropriate policies established by the Finance and ALMS Committee. As far as the management of liquidity risk is concerned, 2007 was a challenging year for the Issuer due to tensions between the money market and BPV Group’s financial obligations. Growing commitments to disburse funds, associated with the increase in BPV Group’s assets, produced a large negative cash balance, stressing the need for a specific, diversified funding policy, involving a gradual shift towards longer dated interbank deposits and avoidance of any overnight positions of more than Euro 500 million. Market liquidity risk was limited by gradually selling off most of the less readily marketable investments in the Issuer’s trading book. Towards the end of 2007, the Issuer examined asset securitisations, particularly RMBS (residential mortgage-backed securities) with the principal goal of making the loans eligible for lending repurchase agreements with the ECB (so-called own securitisations eligible for refinancing with the ECB). Such securitisations would allow assets to be financed at relatively competitive rates in situations of liquidity

80 stress. The conduct of funding repurchase agreements with the ECB and with direct customers would help diversify the sources of funds relative to the interbank market, also in view of the recent injections of liquidity by the ECB through repo transactions. In terms of measuring and managing liquidity risks, the system used for almost all of 2007 was migrated to the ALMPro system by Prometeia with the purpose of having a tool capable of carrying out dynamic modelling by performing more realistic simulations under different scenarios (construction of a maturity ladder and stress testing). As part of this project, specialists at Prometeia have been asked to develop parameters for a specific model for supervision items in order to receive indications about their stickiness and volatility.

Operational Risk Management Operational risk is defined as the risk of losses deriving from inadequate or dysfunctional procedures, human resources or internal systems, or external events. This includes legal risk, but not strategic risk or the risk to reputation. The Bank monitors and controls operational risk through: . ‘‘line supervision’’ performed by the branches; and . inspections performed by the audit function, which is responsible for direct inspections and remote audits. The Internal Audit Department performed checks during the year to verify that operational risk is properly controlled. This activity is carried out on an ongoing basis, either periodically or when exceptions arise, both via on-site checks and the use of monitoring tools pursuant to the Supervisory Instructions. With regard to the monitoring of operational risks, BPV was a founding member in 2002 of DIPO, the interbank consortium promoted by ABI that maintains an Italian database of operational losses. As a consequence, the BPV Group gathers regular information about its operational losses. Lastly in this area, the BPV Group commenced an ‘‘ORM’’ (Operational Risk Management) project during the first half of 2006 as part of alignment with the Basel II requirements. The Operational Risk Management project, organised into four modules is intended to define an framework for the measurement and management of Operational Risks that is consistent with the requirements of Basel 2, while also working towards alignment with the requirements of the standardised approach. Various stages in this project have already been completed: ‘‘Classification Models and Risk Mapping’’, ‘‘Policies for and Governance of Operational Risk Management’’ and ‘‘Self Risk Assessment’’. This last stage included the direct involvement of managers from the Departments subject to Operational Risks and the Area offices, who took part in a top-down analysis of risks by completing a detailed questionnaire designed to gather quali-quantitative information useful for the management of risk. The fourth and final stage of the project, whose organisational implications were reviewed in the first half of 2007, was intended to define and develop a structured process for Loss Data Collection in place of the current process used to provide information to the DIPO consortium. This work was completed at the end of October 2007 with the publication of the ‘‘Operational Risks Manual – Loss Data Collection’’. The same work will be carried out in 2008 at a local level for Banca Nuova and Cassa di Risparmio di Prato, so that operational risks are managed throughout the BPV Group.

Capital Adequacy The Bank of Italy has adopted risk-based capital ratios pursuant to EU Capital Adequacy Directives. Italy’s current requirements are similar to the requirements imposed by the international framework for capital measurement and capital standards of banking institutions of the Basel Committee on Banking Regulations and Supervisory Practices. The calculation of consolidated regulatory capital applies the consolidation methodology envisaged in Bank of Italy Circular 155 – ‘‘Instructions for reporting capital for supervisory purposes and prudential parameters’’ (12th revision dated February 2008).

81 The capital ratios consist of (Tier I), (Tier II) and Tier III capital requirements relating to BPV’s assets and certain off-balance sheet items weighted according to risks (‘‘risk-weighted assets’’). Under the Bank of Italy’s regulations, BPV is required to maintain a total capital ratio (the ratio of total capital to total risk-weighted assets) of a least 7.00 per cent. on a non-consolidated basis and of at least 8.00 per cent. on a consolidated basis. The following table shows the composition of the BPV Group’s Regulatory Capital as established by the Bank of Italy’s rules on a consolidated basis as at 31 December 2006 and 31 December 2007: 31 December 31 December Capital Adequacy 2007 2006 (Euro/thousands) Tier Capital 1...... 1,529,611 1,608,260 Tier Capital 2...... 906,738 714,135 Deductions...... (29,442) (74,214) Solvency capital ...... 2,406,907 2,248,181 Tier Capital 3(1) ...... 25,762 – Solvency capital including Tier capital 3...... 2,432,669 2,248,181

(1) Includes the portion of Tier 2 subordinated liabilities not computed in Tier 2 capital because it exceeded 50% of ‘‘Tier 1 capital before deductions’’, and is used to cover the capital requirements for market risks.

31 December 31 December Ratios Adequacy 2007 2006

Risk-weighted assets (Euro/thousands)...... 25,671,541 21,750,916 Tier 1 capital/Risk-weighted assets (Tier 1 capital ratio)...... 5.96% 7.39% Solvency capital including Tier Capital 3/Risk-weighted assets (Total capital ratio) ...... 9.48% 10.34%

Strategy In December 2006, the growth plan of the BPV Group for 2007 and 2008 was approved. This involved the revision and extension to 2008 of the previous 2005-2007 Business Plan, confirming the directions described therein and accelerating the growth path that was already being pursued, with the aim of consolidating and strengthening its competitive position, expanding in new areas of strategic interest. With this plan the BPV Group confirms its focus on external growth, to be achieved also through acquisition of and/or partnership with banks and insurance companies, evaluating the opportunities arising in the market and using product companies as a vehicle for integration, and launches a strategy of organic growth aimed at strengthening the existing network and opening new branches. As far as internal growth is concerned, during 2007 BPV and the other banks of the BPV Group were involved in a geographical expansion plan. BPV opened 25 new branches, located in the Veneto and Friuli regions and in areas characterised by strategic relevance in Emilia Romagna and Lombardy, against the closing of two branches in the Treviso province. Cariprato carried on the diversification and strengthening of its network in the provinces next to the province of Prato, its historical settlement area, completing the opening of 12 new branches. Lastly, Banca Nuova opened 3 branches in Lazio (in Rome, Frosinone and Latina), with the aim of further strengthening its presence in that region. On the whole internal growth of the BPV Group consisted in the opening of 40 new branches, which correspond to a 7.6 per cent growth compared to 2006. In respect of external growth, BPV and Cattolica Assicurazioni, after entering into a memorandum of understanding on 26 January 2007, executed a framework agreement on 15 March 2007, which sets out the parties’ respective rights and obligations and the manner in which the partnership will be established. The partnership aims to create a strategic and industrial partnership in the insurance, banking and personal financial services sector, following a model of cooperation and development that, though maintaining mutual autonomies, allows the two groups to focus on their respective strategic core business goals, with the aim of achieving synergies in some common fields. A further external growth move came at the end of 2007 with the acquisition of 61 branches from UBI Banca, located in the Brescia (37 branches) and Bergamo (24 branches) provinces. This enabled BPV to strengthen its presence in Lombardy, linking the presence of BPV in the area between Verona and Milan. The acquisition of the 61

82 branches resulted in BPV satisfying its growth plan objective early, which consisted of reaching 624 branches by the end of 2008, looking to expansion in attractive areas and risk diversification through expansion of the business outside the areas of traditional settlement. As a result of this growth, on 4 March 2008 the Board of Directors of BPV approved guidelines for the 2008-2010 Business Plan. The new Business Plan envisages two phases: the first phase, which is expected to last to mid-2009, will focus on consolidating recent growth, with the aim of creating value without neglecting possible chances of achieving some of the second phase targets early or seizing on potential growth opportunities that the market should offer, should they allow value creation. The second phase, which is expected to be effective from mid-2009 to 2010, consists in the development of further strategic options concerning the Group’s positioning; this may result in a review of the BPV business model and organisational structure as well as the optimisation of the BPV Group investment portfolio, with a higher focus on core activities.

83 SELECTED CONSOLIDATED FINANCIAL INFORMATION The annual consolidated financial statements of BPV as at and for the year ended 31 December 2006 and 2007 were prepared by the Issuer in accordance with International Financial Reporting Standards, as adopted by the European Union and as implemented under the Bank of Italy’s instructions contained in Circular 262 of 22 December 2005 (‘‘IFRS’’). The following tables present selected consolidated financial information and key ratios relating to BPV, that have been derived from the audited consolidated financial statements of BPV as at and for the years ended 31 December 2006 and 2007. As at and for the year ended 31 December, Selected consolidated financial information 2007 2006 (Euro/thousands) Income statement selected data Net interest income...... 589,836 521,163 Net interest and other banking income...... 877,166 881,430 Administrative costs...... (586,427) (523,766) Net adjustments to tangible and intangible assets...... (21,153) (21,443) Adjustments to goodwill ...... (660) (1,040) Net income for the year pertaining to the parent bank ...... 113,731 144,502

Balance sheet selected data Loans and advances to customers(3)...... 20,839,193 17,129,972 – of which non performing loans ...... 300,462 271,694 Total direct deposits ...... 19,483,539 17,654,548 – of which: ...... deposits from customers...... 9,722,659 8,490,035 insurance contracts(1)...... – 900,162 bonds and other securities ...... 8,129,719 6,430,074 liabilities for assets sold but not eliminated from the balance sheet ...... 1,631,161 1,834,277 Indirect deposits ...... 18,531,074 15,487,624 Minority interests ...... 94,009 62,827 Shareholders’ equity (including net income for the year)...... 2,742,882 2,335,115

Per share data Dividend per share...... 1.00 1.00 Profit from current operations before tax/number of shares ...... 2.78 3.93 Net income for the year pertaining to the parent bank/number of shares 1.63 2.35 Shareholders’ equity (including net income for the year)/number of shares...... 39.31 37.93

Other data Price/Earning(2)...... 35.58 23.01 Price/Book Value(2) ...... 1.48 1.42 Price/Cash flow(2) ...... 29.86 19.91 Market capitalisation ...... 4,046,954 3,324,503

(1) 2006 insurance contracts are referred to Vicenza Life and Berica Vita, not included in 2007 line-by-line consolidation. (2) The share price, defined by the shareholders’ meeting once a year, is referred to the same year of the ratios. (3) The item does not include operating receivables.

84 As at and for the period ended 31 December, Consolidated key ratios 2007 2006

Profitability ratios ROE(1) ...... 4.33 per cent. 6.60 per cent. Net Interest Income/Net interest and other banking income ...... 67.24 per cent. 59.13 per cent. Net fee and commissions/Net interest and other banking income 30.26 per cent. 29.07 per cent. Administrative costs(2)/Net interest and other banking income ...... 66.85 per cent. 59.42 per cent. Operating costs(3)/Net interest and other banking income...... 69.27 per cent. 61.86 per cent.

Risk ratios Net non-performing loans/Loans to customers (net) ...... 1.57 per cent. 1.62 per cent.

Net non-performing loans/Shareholder’s equity(4)...... 10.95 per cent. 11.64 per cent.

Solvency ratios Shareholder’s equity(4)/Loans to customers (net) ...... 13.13 per cent. 13.59 per cent.

(1) Defined as the portion of net income for the year pertaining to the parent bank divided by the book value of shareholders’ equity (excluding the portion of net income for the current year) as at the end of the year, expressed as a percentage. (2) Includes payroll costs and other administrative costs. (3) Includes payroll costs, other administrative costs and net adjustments to tangible and intangible assets. (4) Includes net income for the year.

85 The following tables present the consolidated balance sheet and income statement of BPV as of and for the period ended 31 December 2007 compared with 31 December 2006.

Banca Popolare di Vicenza Group Consolidated Balance Sheet Amounts as at 31 December, Assets 2007 2006 (Euro/thousands) Cash and balances with central banks ...... 186,946 155,504 Financial assets held for trading ...... 885,773 1,563,753 Financial assets at fair value...... 25,792 346,330 Financial assets available for sale...... 1,215,589 1,399,840 Financial assets held to maturity ...... 46,129 46,608 Loans and advances to banks...... 1,988,830 1,680,791 Loans and advances to customers ...... 20,891,458 17,184,830 Equity investments...... 52,385 63,274 Property, plant and equipment ...... 437,609 379,380 Intangible assets ...... 984,936 528,896 of which goodwill ...... 976,996 522,770 Tax Assets ...... 140,613 180,312 (a) current ...... 37,506 63,059 (b) deferred ...... 103,107 117,253 Non-current assets held for sale ...... 101,320 – Other assets...... 297,239 257,570 Total assets...... 27,254,619 23,787,088

Amounts as at 31 December, Liabilities and Stockholders’ Equity 2007 2006 (Euro/thousands) Deposits from banks...... 3,278,694 1,600,251 Due to customers ...... 11,479,359 10,404,228 Debt securities in issue...... 5,583,746 4,932,549 Financial liabilities held for trading ...... 662,154 701,324 Financial liabilities at fair value...... 2,545,976 2,400,344 Tax liabilities...... 116,866 124,748 (a) current ...... 81,778 43,165 (b) deferred ...... 35,088 81,583 Other liabilities...... 559,929 506,885 Provision for severance indemnities...... 82,329 88,672 Provisions for risks and charges...... 108,675 118,538 (a) Pensions and similar commitments ...... 9,191 46,761 (b) Other provisions ...... 99,484 71,777 Technical reserves ...... – 511,607 Valuation reserves...... 66,081 153,719 Equity instruments ...... 13,630 12,054 Reserves...... 324,487 236,116 Additional paid-in capital ...... 1,963,297 1,557,856 Capital stock ...... 261,656 230,868 Minority interests ...... 94,009 62,827 Net income (loss) for the year (+/-)...... 113,731 144,502 Total Equity and Liabilities...... 27,254,619 23,787,088

86 Banca Popolare di Vicenza Group

Consolidated Income Statement Year ended 31 December, Liabilities and Stockholders’ Equity 2007 2006 (Euro/thousands) Interest income and similar revenues ...... 1,256,160 951,220 Interest expense and similar charges ...... (666,324) (430,057) Net interest income...... 589,836 521,163 Fee and Commission income ...... 304,508 298,738 Fee and Commission expense ...... (39,092) (42,479) Net fee and commissions ...... 265,416 256,259 Dividend and similar income ...... 38,824 29,159 Net trading income ...... (16,329) 8,212 Net hedging gains (losses) ...... – 2,058 Gains (losses) on disposal and repurchase of:...... 6,264 63,246 (a) loans and advances ...... (1) 10 (b) financial assets available for sale...... 4,538 70,359 (c) financial liabilities ...... 1,727 (7,123) Net change in financial assets and liabilities at fair value ...... (6,845) 1,333 Net interest and other banking income...... 877,166 881,430

Net impairment adjustments to: ...... (146,291) (116,650) (a) loans and advances ...... (135,843) (102,155) (b) financial assets available for sale...... (10,022) (14,323) (c) other financial transactions...... (426) (172) Net income from financial activities...... 730,875 764,780

Net premium income...... 241,177 430,447 Other insurance income (charges) ...... (236,330) (433,644) Net result of financial and insurance activities...... 735,722 761,583

Administrative costs: (586,427) (523,766) (a) payroll...... (348,452) (306,176) (b) other administrative costs...... (237,975) (217,590) Net provisions for risks and charges ...... (41,092) (32,794) Net adjustments to property, plant and equipment...... (17,401) (16,166) Net adjustments to intangible assets ...... (3,752) (5,277) Other operating charges/income...... 60,074 52,223 Operating costs...... (588,598) (525,780)

Profit (loss) of equity investments...... 46,911 6,494 Net gains (losses) arising on fair value adjustments to property, plant and equipment and intangible assets ...... 172 102 Adjustments to goodwill ...... (660) (1,040) Gains (losses) on disposal of investments ...... 645 640 Profit (loss) from current operations before tax ...... 194,192 241,999

Income taxes on current operations...... (76,652) (93,856) Profit (loss) from current operations after tax ...... 117,540 148,143 Net income (loss) for the year ...... 117,540 148,143

Minority interests ...... (3,809) (3,641) Net income (loss) for the year pertaining to the parent bank...... 113,731 144,502

87 CAPITALISATION AND INDEBTEDNESS

The following table summarises the consolidated capitalisation and indebtedness of the BPV Group as at 31 December 2007 compared with 31 December 2006. As at 31 December, Liabilities and Stockholders’ Equity 2007 2006 (Euro/thousands) Capital stock ...... 261,656 230,868 Additional paid-in capital ...... 1,963,297 1,557,856 Reserves...... 324,487 236,116 Valuation reserves...... 66,081 153,719 Equity instruments ...... 13,630 12,054 Total stockholders’ equity...... 2,629,151 2,190,613

Deposits from banks...... 3,278,694 1,600,251 Due to customers ...... 11,479,359 10,404,228 Debt securities in issue(1)...... 8,791,876 8,034,217 Total liabilities...... 23,549,929 20,038,696 Total liabilities and stockholders’ equity...... 26,179,080 22,229,309

(1) Amounts include also financial liabilities held for trading and financial liabilities at fair value.

The increase in ‘‘capital stock’’ and in ‘‘additional paid-in capital’’ is almost entirely due to the new shares issued at the start of the year after owners of the ‘‘BPVI 3.a Emissione 2003-2009’’ convertible bond exercised the option to convert, and to the capital increase reserved for new shareholders of the Parent Bank carried out towards year end. ‘‘Equity instruments’’ of 12.1 million euro at 31 December 2006 related to the equity component embedded in the above convertible bond, which under IAS 32 was separated out on first- time adoption of IAS/IFRS; this amount was reclassified at the start of the year to other distributable reserves after bondholders exercised their option to convert. The amount reported at 31 December 2007 all relates to the equity component embedded in the new ‘‘BPVI 13.a Emissione 2007-2015’’ convertible bond, placed by the Parent Bank in July, and reported separately in accordance with IAS 32. The reduction in the ‘‘valuation reserves’’ mainly reflects the change in the reserve for the fair value measurement of ‘‘financial assets available for sale’’. The ‘‘valuation reserves’’ also include the reserves arising from the valuation of land, buildings and works of art at fair value on the first-time adoption of IAS/IFRS, together with the reserves relating to monetary revaluation laws. The increase in other ‘‘reserves’’ (+88,4 million Euro) reflects 79.1 million euro in allocations of prior year net income to the Group’s reserves, 12.1 million euro for the aforementioned equity component embedded in the ‘‘BPVI 3.a Emissione 2003-2009’’ convertible bond which after conversion was reclassified to distributable reserves, and a decrease of 2.8 million euro for other changes. As at 31 December, Capital stock 2007 2006

Capital stock (Euro/thousands)...... 261,656 230,868 Number of ordinary shares...... 69,775,066 61,564,876

88 TAXATION The following is a general summary of current Italian law and practice relating to certain Italian tax considerations concerning the purchase, ownership and disposal of the Notes. It does not purport to be a complete analysis of all tax considerations that may be relevant to a decision to purchase own or dispose of the Notes and does not purport to deal with the tax consequences applicable to all categories of prospective beneficial owners of Notes, some of which may be subject to special rules. In particular, this summary does not discuss the treatment of Notes that are held in connection with a permanent establishment or fixed base established in Italy through which a non-Italian resident beneficial owner carries on business or performs professional services in Italy. This summary is based upon Italian tax laws and practice in effect as at the date of this Base Prospectus, which may be subject to change, potentially with retroactive effect. Prospective Noteholders should consult their tax advisers as to the consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes, including in particular the effect of any state, regional or local tax laws.

Italian Tax Treatment of the Notes – General Italian Legislative Decree No. 239 of 1 April 1996, as amended and supplemented (‘‘Decree No. 239’’), regulates the tax treatment of interest, premiums and other income from certain securities issued, inter alia, by Italian resident banks (including the difference between the redemption amount and the issue price) (hereinafter collectively referred to as ‘‘Interest’’). The provisions of Decree No. 239 only apply to Notes issued by the Issuer with an original maturity of eighteen months or more which qualify as obbligazioni (bonds) or titoli similari alle obbligazioni (securities similar to bonds) pursuant to Article 44 of Presidential Decree No. 917 of 22 December 1986, as amended and supplemented (‘‘Decree No. 917’’).

Taxation of Income Italian resident Noteholders Where an Italian resident Noteholder is: (i) an individual not engaged in an entrepreneurial activity to which the Notes are connected (unless he has opted for the application of the risparmio gestito regime (the ‘‘Asset Management Option’’) pursuant to Article 7 of Italian Legislative Decree No. 461 of 21 November 1997, as amended (‘‘Decree No. 461’’) – see ‘‘– Capital Gains Tax’’ below); or (ii) a partnership (other than a societa` in nome collettivo or societa` in accomandita semplice or similar partnership) or a de facto partnership not carrying out commercial activities or professional associations; or (iii) a non-commercial private or public institution; or (iv) an investor exempt from Italian corporate income taxation, interest, premium and other income relating to the Notes accrued during the relevant holding period, are subject to a tax withheld at source, referred to as imposta sostitutiva, levied at the rate of 12.5 per cent. If the Noteholders described under (i) and (iii) above are engaged in an entrepreneurial activity to which the Notes are connected, imposta sostitutiva applies as a provisional tax. Italian resident individuals holding Notes otherwise than in connection with entrepreneurial activity who have opted for the Asset Management Option are subject to annual substitute tax (the ‘‘Asset Management Tax’’) on the increase in value of the managed assets accrued on the Notes), at a 12.5 per cent. rate. The Asset Management Tax is applied on behalf of the taxpayer by the managing authorised intermediary. Where an Italian resident Noteholder is a company or similar commercial entity and the Notes are deposited with an authorised intermediary, interest, premium and other income from the Notes will not be subject to imposta sostitutiva but must be included in the relevant Noteholder’s income tax return and are therefore subject to general Italian corporate taxation (and, in certain circumstances, depending on the ‘‘status’’ of the Noteholder, are subject also to IRAP, the regional business tax). Where an Italian resident Noteholder is an Italian real estate investment fund to which the provisions of Law Decree No. 351 of 25 September 2001 (as amended) apply, interest, premium and other income

89 relating to the Notes will be subject neither to imposta sostitutiva nor to any other income tax in the hands of the real estate investment fund. Where an Italian resident Noteholder is an open-ended or a closed-ended investment fund or a SICAV and the Notes are deposited with an authorised intermediary, interest, premium and other income relating to the Notes and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the net results of the relevant portfolio in the relevant tax period and will be subject to a 12.5 per cent. annual substitute tax. Where an Italian resident Noteholder is a pension fund and the Notes are deposited with an authorised intermediary, interest, premium and other income relating to the Notes accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the results of the relevant portfolio in the tax period and will be subject to an 11 per cent. substitute tax. Pursuant to Decree No. 239, the 12.5 per cent. imposta sostitutiva is applied by banks, societa`di intermediazione mobiliare (so-called ‘‘SIMs’’), fiduciary companies, societa` di gestione del risparmio, stockbrokers and other qualified entities resident in Italy (‘‘Intermediaries’’ and each an ‘‘Intermediary’’) or by permanent establishments in Italy of banks or intermediaries resident outside Italy. For the purpose of the application of imposta sostitutiva, a transfer of Notes includes any assignment or other act, either with or without consideration, which results in a change of the ownership of the relevant Notes or in a change of the Intermediary with which the Notes are deposited. Where the Notes are not deposited with an Intermediary, the imposta sostitutiva is applied and withheld by any entity paying interest to a Noteholder.

Non-Italian resident Noteholders Where the Noteholder is a non-Italian resident, an exemption from the imposta sostitutiva applies provided that the non-Italian resident beneficial owner is either: (i) resident for tax purposes in a country which allows for a satisfactory exchange of information with Italy; (ii) an international body or entity set up in accordance with international agreements ratified in Italy; (iii) a central bank or an entity which manages, inter alia, the official reserves of a foreign state; or (iv) an institutional investor incorporated in a country which allows for a satisfactory exchange of information with Italy, even if it does not have the status of a taxpayer in its own country of residence. For the purpose of the application of the exemption, the countries which allow for a satisfactory exchange of information with Italy are those listed in Ministerial Decree dated 4 September 1996, as amended from time to time, which includes, inter alia, most of the members of the European Union, Australia, Brazil, Canada, Japan and the United States of America, but excludes, inter alia, Switzerland and Cyprus. Imposta sostitutiva will be applicable at the rate of 12.5 per cent. (or at the reduced rate provided for by any applicable double taxation treaty) to interest, premium and other income paid to Noteholders who are resident, for tax purposes, in countries which do not allow for a satisfactory exchange of information with Italy. In order to ensure payments are made without deduction of imposta sostitutiva, non-Italian resident Noteholders must be the beneficiaries of the payments of interest, premium or other income and must: (i) deposit, directly or indirectly, the Notes with a resident bank or SIM or a permanent establishment in Italy of a non-Italian resident bank or SIM or with a non-Italian resident entity or company participating in a centralised securities management system which is in contact, via a screen-based system, with the Ministry of Economy and Finance; and (ii) file with the relevant depository, prior to or concurrently with the deposit of the Notes, a statement by the relevant Noteholder, which remains valid until withdrawn or revoked, in which the Noteholder declares that he is eligible to benefit from the applicable exemption from imposta sostitutiva. This statement is not required for international bodies or entities set up in accordance with international agreements which have come into force in Italy nor in the case of foreign central banks or entities which

90 manage, inter alia, the official reserves of a foreign state. Such statement must comply with the requirements set forth in Ministerial Decree of 12 December 2001, as amended.

Early Redemption Notwithstanding the above provisions, Notes issued by the Issuer which fall within the definitions set out above in ‘‘Italian Tax Treatment of the Notes – General’’ and which are redeemed within eighteen months from the date of issue, are subject to an additional tax due from the Issuer at a rate of 20 per cent. in respect of Interest and premium (if any) accrued on the Notes up to the date of the early redemption, pursuant to Article 26, paragraph 1, of Presidential Decree No. 600 of 29 September 1973, as amended.

Notes with an Original Maturity of less than 18 Months Pursuant to Article 26 of Decree No. 600, interest and other proceeds on Notes issued by the Issuer that qualify as obbligazioni (bonds) or titoli similari alle obbligazioni (securities similar to bonds) pursuant to Article 44 of Decree No. 917 with an original maturity of less than eighteen months, are subject to withholding tax levied at a rate of 27 per cent. Where the Noteholder is (i) an Italian resident individual carrying on a commercial activity to which the Notes are connected, (ii) an Italian resident corporation or a similar Italian commercial entity, (iii) a permanent establishment in Italy of a foreign entity to which the Notes are effectively connected, (iv) an Italian resident commercial partnership or (v) an Italian resident commercial private or public institution, such withholding tax operates as an interim tax payment subject to final assessment. In all other cases, the withholding tax is a final tax payment. Where the Noteholder is a non-Italian resident, the 27 per cent. withholding tax may be reduced under the provisions of double taxation treaties entered into by Italy, subject to timely filing of required documentation.

Notes Classified as Atypical Securities Interest payments relating to Notes that are not classified as obbligazioni (bonds) or titoli similari alle obbligazioni (securities similar to bonds) pursuant to Article 44 of Decree No. 917, are subject to withholding tax levied at a rate of 27 per cent. (final or on account depending on the ‘‘status’’ and tax residence of the Noteholder). Pursuant to Article 44 of Decree No. 917, for securities to qualify as titoli similari alle obbligazioni (securities similar to bonds), they must (i) incorporate an unconditional obligation to pay at maturity an amount not less than that indicated therein, and (ii) attribute to the holders no direct or indirect right to control or participate to the management of the Issuer. Where the Noteholder is a non-Italian resident, the 27 per cent. withholding tax may be reduced under the provisions of double taxation treaties entered into by Italy, subject to timely filing of required documentation.

Capital Gains Tax Italian resident Noteholders Where an Italian resident Noteholder is an individual who does not hold the Notes in connection with an entrepreneurial activity and certain other persons, any capital gain realised by such Noteholder from the sale or redemption of the Notes would be subject to an imposta sostitutiva, levied at the current rate of 12.5 per cent. Noteholders may set off losses against gains. In respect of the application of the imposta sostitutiva, taxpayers may opt for one of the three regimes described below. Under the tax declaration regime (regime della dichiarazione), which is the default regime for Italian resident individuals not engaged in an entrepreneurial activity to which the Notes are connected, the imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any incurred capital loss, realised by the Italian resident individual Noteholder holding Notes otherwise than in connection with an entrepreneurial activity in any sale or redemption of the Notes which occurs during any given tax year. Italian resident individuals holding the Notes otherwise than in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance due in respect of income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years.

91 As an alternative to the tax declaration regime, Italian resident individual Noteholders holding the Notes otherwise than in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Notes (the risparmio amministrato regime). Such separate taxation of capital gains is allowed subject to: (i) the Notes being deposited with Italian banks, SIMs or certain authorised financial intermediaries; and (ii) an express election for the risparmio amministrato regime being made in writing in due time by the relevant Noteholder. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Notes (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Noteholder or using funds provided by the Noteholder for this purpose. Under the risparmio amministrato regime, where a sale or redemption of the Notes results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the four succeeding tax years. Under the risparmio amministrato regime, the Noteholder is not required to declare the capital gains in its annual tax return. Any capital gains realised by Italian resident individuals holding the Notes otherwise than in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Notes, to an authorised intermediary and have opted for the so-called risparmio gestito regime will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 12.5 per cent. substitute tax, to be paid by the managing authorised intermediary. Under the risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Noteholder is not required to declare the capital gains realised in its annual tax return. Any gain obtained from the sale or redemption of the Notes would be treated as part of the taxable income (and, in certain circumstances, depending on the ‘‘status’’ of the Noteholder, also as part of the net value of the production for IRAP purposes) if realised by an Italian company or a similar commercial entity (including an Italian permanent establishment of a foreign entity to which the Notes are connected) or Italian resident individuals engaged in an entrepreneurial activity to which the Notes are connected. Any capital gains realised by a Noteholder which is an Italian open-ended or a closed-ended investment fund or a SICAV will be included in the result of the relevant portfolio accrued at the end of the tax period and will be subject to a 12.5 per cent. substitute tax. Capital gains on the Notes held by real estate investment funds to which the provisions of Law Decree No. 351 of 25 September 2001, as subsequently amended, apply, are not subject to substitute tax: no tax is levied on the aggregate income of the real estate fund. Any capital gains realised by a Noteholder which is an Italian pension fund will be included in the results of the relevant portfolio accrued at the end of the tax period and will be subject to an 11 per cent. substitute tax.

Non-Italian resident Noteholders Capital gains realised from the sale or redemption of Notes traded on regulated markets by non-Italian resident Noteholders who do not have a permanent establishment in Italy to which the Notes are connected are not subject to the imposta sostitutiva. Capital gains realised on the sale or redemption of Notes which are not traded on regulated markets by non-Italian resident Noteholders who do not have a permanent establishment in Italy to which the Notes are connected are not subject to imposta sostitutiva provided that the effective beneficiary: (i) is resident in a country which allows for a satisfactory exchange of information with Italy; or (ii) is an international entity or body set up in accordance with international agreements which have entered into force in Italy; or (iii) is a central bank or an entity which manages, inter alia, the official reserves of a foreign state; or

92 (iv) is an institutional investor which is resident in a country which allows for a satisfactory exchange of information with Italy, even if it does not have the status of a taxpayer in its own country of residence. In any event, non-Italian resident individuals or entities will not be subject to imposta sostitutiva in Italy on any capital gains realised upon the sale or redemption of the Notes where they do not have a permanent establishment in Italy to which the Notes are connected and where they are able to benefit from a double taxation treaty with Italy providing for capital gains realised upon the sale or redemption of the Notes to be taxed only in the country where the recipient is resident for tax purposes. If none of the conditions described above is met, capital gains realised by non-Italian resident Noteholders from the sale or redemption of the Notes not traded on regulated markets are subject to imposta sostitutiva at the current rate of 12.5 per cent.

Inheritance and Gift Tax Italian inheritance and gift taxes were abolished by Law no. 383 of 18 October 2001, in respect of gifts made or succession proceedings started after 25 October 2001 and then recently reintroduced by Law Decree no. 262 of 3 October 2006, converted with amendments into Law no. 286 of 24 November 2006, entered in force on 29 November 2006 and further modified by Law no. 296 of 27 December 2006, effective as of 1 January 2007. Further to the above law amendments, the transfer by reason of death of the Notes made on or after 3 October 2006 is currently subject to inheritance tax at the following rates: (i) when the beneficiary is the spouse or a relative in direct lineage, the value of the Notes transferred to each beneficiary exceeding Euro 1,000,000 is subject to a 4 per cent. rate; (ii) when the beneficiary is a brother or a sister, the value of the Notes exceeding Euro 100,000 for each beneficiary is subject to a 6 per cent. rate; (iii) when the beneficiary is a relative within the fourth degree or is a relative in-law in direct line, or a relative-in law in collateral line within three generations, the value of the Notes transferred to each beneficiary is subject to a 6 per cent. rate; (iv) in cases different from points (i), (ii) and (iii), the value of the Notes transferred to each beneficiary is subject to an 8 per cent. rate. The transfer of the Notes by reason of a donation filed for registration from 1 January 2007 is broadly subject to gift tax at the following rates: (i) when the donee is the spouse or a relative in direct lineage, the value of the Notes gifted to each beneficiary exceeding Euro 1,000,000 is subject to a 4 per cent. rate; (ii) when the beneficiary is a brother or a sister, the value of the Notes exceeding Euro 100,000 for each beneficiary is subject to a 6 per cent. rate; (iii) when the donee is a relative within the fourth degree or a relatives-in-law in direct line, or a relative- in-law in collateral line within three generation, the value of the Notes gifted to each beneficiary is subject to a 6 per cent. rate; (iv) when the donee is a person not listed under the previous points (i), (ii) and (iii), the value of the Notes gifted to each beneficiary is subject to an 8 per cent. rate. If the beneficiary of the transfer for gift purposes or by reason of death is a qualifying heavily disabled individual under Law 5 February 1992, no. 104, the gift or inheritance tax is levied exclusively on the part of the net transferred value exceeding Euro 1,500,000. Moreover, an anti-avoidance rule is provided for by Law No. 383 of 18 October 2001 for any gift of assets (such as the Notes) which, if sold for consideration, would give rise to capital gains to the imposta sostitutiva provided for by Italian Decree No. 461/1997. In particular, if the donee sells the Notes for consideration within 5 years from the receipt thereof as a gift, the donee is required to pay the relevant imposta sostitutiva on capital gains as if the gift was not made.

Transfer Tax From 31 December 2007 Notes’ Transfer Tax (according to Italian Legislative Decree No. 435 of 21 November 1997, which partly amended the regime set forth by Royal Decree No. 3278 of

93 30 December 1923) was abolished by art. 37 Law Decree No 248 of 31 December 2007, converted with amendments into law with adjustments by art.1 Law No 31 of 28 February 2008.

Tax Monitoring Obligations Italian resident individuals will be required to report in their yearly income tax return, according to Law Decree No. 167 of 28 June 1990, converted into law by Law No. 227 of 4 August 1990 for tax monitoring purposes: (i) the amount of Notes held abroad at the end of each tax year, if exceeding in the aggregate A10,000; (ii) the amount of any transfers from abroad, out of the country or occurring abroad, related to the Notes, occurring during each tax year, if these transfers exceed in the aggregate A10,000 even if, at the end of the tax year, Notes are no longer held by Italian individual. Italian individuals will not, however, be required to comply with the above reporting requirements with respect to Securities deposited for management with qualified Italian financial intermediaries and with respect to contracts entered into through them, on the condition that the items of income derived from the Notes are received through such intermediaries.

Tax Reform The Italian government may in the near future be authorised by parliament to amend the tax regime applicable to financial income. In particular, the government may, inter alia, raise the rate applicable to withholding tax on interest payments as well as the rate of Italian substitute tax (imposta sostitutiva)to 20 per cent. However, the delegation law (by which the government would be authorised to amend the tax regime) has not yet been published in the Official Gazette and, accordingly, has not yet come into force.

Luxembourg Taxation The information contained within this section is limited to withholding tax issues and prospective investors should not apply any information set out below to other areas under Luxembourg, including (but not limited to) the legality of transactions involving the Notes. All payments of interest and principal by the Issuer under the Notes can be made free and clear of any withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld or assessed by Luxembourg or any political subdivision or taxing authority thereof or therein, in accordance with applicable Luxembourg laws, subject however to: (i) application of the Luxembourg Law of 21 June 2005 implementing Council Directive 2003/48/EC on taxation of savings income (the ‘‘EU Savings Directive’’) (see ‘‘– EU Savings Directive’’ below), which may be applicable in the event of the Issuer appointing a paying agent in Luxembourg within the meaning of the above-mentioned Directive). (ii) the application as regards Luxembourg resident individuals of the Luxembourg law of 23 December 2005 which has introduced a 10 per cent. final withholding tax on savings income (i.e. with certain exemptions, savings income within the meaning of the Luxembourg law of 21 June 2005 implementing the EU Savings Directive). This law should apply to savings income accrued as from 1 July 2005 and paid as from 1 January 2006. Responsibility for the withholding of tax in application of the above-mentioned laws is assumed by the Luxembourg paying agent within the meaning of these laws and not by the Issuer.

European Savings Directive Under the EU Savings Directive, each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other Members State; however, for a transitional period, Austria, Belgium and Luxembourg may instead apply a withholding system relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries).

94 Also with effect from 1 July 2005, a number of non-EU countries, and certain dependent or associated territories of certain Member States, have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual residual in one of those territories.

Implementation in Italy Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (‘‘Decree no. 84’’). Decree No. 84 applies to payments of interest made by paying agents established in Italy to beneficial owners who are individuals resident in a different EU Member State or in a dependent or associated territory under the relevant international agreement (currently Jersey, Guernsey, Isle of Man, Netherlands Antilles, British Virgin Islands, Turks and Caicos, Cayman Islands, Montserrat, Anguilla, Aruba). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid starting from 1 July 2005 (including the case of interest accrued on the Notes at the time of their disposal) to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian paying agents (i.e. banks, SIMs, fiduciary companies, SGRs resident for tax purposes in Italy, permanent establishments in Italy of non-resident persons and any other economic operator resident for tax purposes in Italy paying interest for professional or commercial reasons) shall report to the Italian tax authorities details of the relevant payments and personal information on the individual beneficial owner, namely: identity and residence of the beneficial owner; name and address of the paying agent; account number of the beneficial owner or, otherwise, information of the debt claim giving rise to the interest payment and amount of interest paid. Such information is transmitted by the Italian tax authorities to the competent foreign tax authorities of the State of residence of the beneficial owner. In certain circumstances, the same reporting requirements must be complied with also in respect of interest paid to certain entities established in another Member State, other than legal persons (with the exception of certain Finnish and Swedish entities), whose profits are taxed under general arrangements for business taxation and, in certain circumstance, UCITS recognised in accordance with Directive 85/611/EEC. Companies, similar entities subject to taxation on business profits, UCITs passported under the Directive No. 85/611/EEC and non passported UCITs that have elected to be treated like passported, are excluded from the application of Decree No. 84. Either payments of interest on the Notes or the realisation of the capitalised interest through a sale of the Notes would constitute ‘‘payments of interest’’ under Article 6 of the Directive and, as far as Italy is concerned, Article 2 of the Decree No. 84. Accordingly, such payment of interest arising out of the Notes falls within the scope of the Directive being the Notes issued after 1 March 2001 (see articles 15 of the Directive and article 2(5) of the Decree No. 84). Noteholders who are individuals and receive Interest on the Notes should note that additional amounts which, at present, may become due as described in Condition 14 (Taxation) of the Terms and Conditions of the Notes should not be due in respect of withholding tax imposed under or pursuant to the Directive, or any law implementing or complying with, or introduced in order to conform to the Directive.

Implementation in Luxembourg The EU Savings Directive was implemented in Luxembourg by the Law of 21 June 2005.

95 SUBSCRIPTION AND SALE Notes may be sold from time to time by the Issuer to any one or more of Banca IMI S.p.A., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Dexia Banque Internationale a` Luxembourg, socie´te´ anonyme, acting under the name of Dexia Capital Markets, HSBC Bank plc, Morgan Stanley & Co. International plc, Pohjola Bank plc and The Royal Bank of Scotland plc or 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 (the ‘‘Dealers’’). The arrangements under which Notes may from time to time be agreed to be sold by the Issuer to, and purchased by, Dealers are set out in an amended and restated dealer agreement dated 1 July 2008 (the ‘‘Dealer Agreement’’) and made between the Issuer and the Dealers named therein. Any such agreement will, pari passu, make provision for the form and terms and conditions of the relevant Notes, the price at which such Notes will be purchased by the Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such purchase. The Dealer Agreement makes provision for the resignation or termination of appointment of existing Dealers and for the appointment of additional or other Dealers either generally in respect of the Programme or in relation to a particular Tranche of Notes.

1. UNITED STATES OF AMERICA Regulation S Category 2; TEFRA D, unless TEFRA C is specified as applicable in the relevant Final Terms or neither if TEFRA is specified as not applicable in the relevant Final Terms. Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. Terms used in the preceding sentence have the meanings given to them by Regulation S under the Securities Act. Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Terms used in the preceding sentence have the meanings given to them by the United States Internal Revenue Code of 1986 and regulations thereunder. Each Dealer has agreed that, except as permitted by the Dealer Agreement, it will not offer, sell or deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until forty days after the completion of the distribution of the Notes comprising the relevant Tranche, as certified to the Fiscal Agent or the Issuer by such Dealer (or, in the case of a sale of a Tranche of Notes to or through more than one Dealer, by each of such Dealers as to Notes of such Tranche purchased by or through it, in which case the Fiscal Agent or the Issuer shall notify each such Dealer when all such Dealers have so certified) within the United States or to or for the account or benefit of U.S. persons, and such Dealer will have sent to each dealer to which it sells Notes during the distribution compliance period relating thereto a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to or for the account or benefit of U.S. persons. In addition, until forty days after the commencement of the offering of Notes comprising any Tranche, any offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the Securities Act (if available). Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.

96 2. UNITED KINGDOM Each Dealer has represented, warranted and agreed that: (a) No deposit-taking: in relation to any Notes which have a maturity of less than one year from the date of their issue: (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Notes would otherwise constitute a contravention of section 19 of the FSMA by the Issuer; (b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

3. ITALY The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, each of the Dealers has represented and agreed that no application has been made by it to obtain an authorisation from CONSOB for a public offering of the Notes in Italy, that it has not offered or sold, and will not offer or sell, any Notes in the Republic of Italy in a solicitation to the public, and that sales of the Notes in the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulations. Any offer, sale or delivery of the Notes or distribution of copies of the Base Prospectus or any other document relating to the Notes in the Republic of Italy must be: (a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993, Legislative Decree No. 58 of 24 February 1998 and CONSOB Regulation No. 16190 of 29 October 2007 (in each case, as amended) and any other applicable laws and regulations; and (b) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

4. JAPAN The Notes have not been and will not be registered under the Securities and Exchange Law of Japan and, accordingly, each Dealer has undertaken and each further Dealer appointed under the Programme will be required to represent and undertake that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph, ‘‘Japanese Person’’ shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

5. GENERAL Other than with respect to the admission listing, trading and/or quotation by such listing authorities, stock exchanges and/or quotation systems as may be specified in the Final Terms, no action has been or will be taken in any country or jurisdiction by the Issuer or the Dealers that would permit a public offering of

97 Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands the Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or have in their possession or distribute such offering material, in all cases at their own expense. Each Dealer has agreed that it will, to the best of its knowledge and belief, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes this Base Prospectus, any other offering material or any Final Terms and neither the Issuer nor any other Dealer shall have responsibility therefor. Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification will be set out in the relevant Final Terms (in the case of a supplement or modification relevant only to a particular Tranche of Notes) or (in any other case) in a supplement to this document.

98 GENERAL INFORMATION

Listing and admission to trading Application has been made to the Luxembourg Stock Exchange for Notes issued under this Base Prospectus to be traded on the regulated market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. However, Notes may be issued pursuant to the Programme which will not be admitted to listing, trading and/or quotation by the Luxembourg Stock Exchange or any other listing authority, stock exchange and/ or quotation system or which will be admitted to listing, trading and/or quotation by such other or further listing authority, stock exchange and/or quotation system as the Issuer and the relevant Dealer(s) may agree.

Authorisations The update of the Programme was authorised by a resolution of the Board of Directors of the Issuer passed on 22 April 2008. The Issuer has obtained and will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.

Clearing of Notes The Notes have been accepted for clearance through Euroclear and CBL. The appropriate common code and the International Securities Identification Number in relation to the Notes of each Series will be specified in the Final Terms relating thereto. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information. The address of Euroclear is 1 Boulevard du Roi, Albert I, B-1210 Brussels, Belgium and the address of CBL is 42 Avenue J.F. Kennedy, L-1855 Luxembourg. The address of any alternative clearing system will be specified in the relevant Final Terms.

Use of proceeds The net proceeds of the issue of each Tranche of Notes will be applied by the Issuer to meet part of its general financing requirements.

Determination of Issue Price and amount The issue price and the amount of the relevant Notes will be determined, before filing of the relevant Final Terms of each Tranche, based on then prevailing market conditions.

U.S. Legends Each Note, Receipt, Coupon and Talon will bear the following legend: ‘‘Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.’’

Litigation Save as disclosed in this Base Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings, which are pending or threatened of which the Issuer is aware) during a period covering at least the previous 12 months which may have, or has had in the recent past, significant effects on the Issuer’s financial position or profitability.

No significant change Save as disclosed in this Base Prospectus and since the last day of the financial period in respect of which the most recent audited financial statements of the Issuer have been prepared (dated 31 December 2007), there has been no significant change in the condition or trading position of the Issuer or any of its Subsidiaries that is material in the context of the Programme or the issue of the Notes thereunder.

Material Adverse Change There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements (dated 31 December 2007).

99 Post-issuance information The Issuer does not intend to provide any post-issuance information in relation to any assets underlying issues of Notes constituting derivative securities.

Documents available For as long as Notes issued pursuant to this Base Prospectus are to be traded on the regulated market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange, copies and, where appropriate, English translations of the following documents will be available during normal business hours at the Specified Offices of the Fiscal Agent and the Paying Agent in Luxembourg, namely: (a) the Base Prospectus and any supplements thereto; (b) the Fiscal Agency Agreement; (c) the Dealer Agreement; (d) the Programme Manual; (e) any Final Terms relating to Notes which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system. In the case of any Notes which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, copies of the relevant Final Terms will only be obtainable by a Holder of or, as the case may be, a Beneficiary in respect of, such Notes; (f) the audited consolidated and unconsolidated annual financial statements of the Issuer for the years ended 31 December 2007 and 2006; (g) the most recent available unaudited consolidated semi-annual economic situation and financial position of the Issuer if published; and (h) the memorandum and articles of association of the Issuer.

Auditors KPMG S.p.A., of Via Vittor Pisani 25, 20124 Milano MI, Italy, authorised and regulated by CONSOB and a member of the ASSIREVI- Associazione Nazionale Revisori Contabili have audited and rendered an unqualified audit report on, the financial statements of the Issuer for the years ended 31 December 2007 and 2006.

Interim Financial Information As of the date of this Base Prospectus, the Issuer does not publish quarterly or semi-annual financial information.

Legal Advisers Clifford Chance Studio Legale Associato has advised the Arranger and the Dealers as to English and Italian law and has provided legal opinions as to English and Italian law to the Dealers in connection with the update of the Programme. Bonelli Erede Pappalardo Studio Legale has advised the Issuer as to Italian law in connection with the update of the Programme. The Legal Department of the Issuer has provided a legal opinion as to Italian law to the Dealers in connection with the update of the Programme.

100 REGISTERED AND HEAD OFFICE

Banca Popolare di Vicenza Societa` Cooperativa per azioni I-36100 Vicenza Via Btg. Framarin Italy

DEALERS Banca IMI S.p.A. Barclays Bank PLC Piazzetta Giordano Dell’Amore 3 5 The North Colonnade 20121 Milan Canary Wharf Italy London E14 4BB United Kingdom

BNP Paribas Citigroup Global Markets Limited 10 Harewood Avenue Citigroup Centre London Canada Square NW1 6AA Canary Wharf London E14 5LB United Kingdom

Deutsche Bank AG, London Branch Dexia Banque International of Luxembourg, Winchester House socie´te´ anonyme 1 Great Winchester Street acting under the name of London EC2N 2DB Dexia Capital Markets United Kingdom 69, coute d’Esch L-2953 Luxembourg

HSBC Bank plc Morgan Stanley & Co. International plc 8 Canada Square 25 Cabot Square London E14 5HQ Canary Wharf United Kingdom London E14 4QA United Kingdom

Pohjola Bank plc The Royal Bank of Scotland plc Teollisuuskatu 1 b 135 Bishopsgate P.O. Box 308 London EC2M 3UR FI-00101 Helsinki United Kingdom Finland

AUDITORS

KPMG S.p.A. Via Vittor Pisani, 25 20124 Milano MI Italy

FISCAL AGENT

Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom PAYING AGENTS Deutsche Bank Luxembourg S.A. Deutsche Bank AG, London Branch 2, Boulevard Konrad Adenauer Winchester House L-1115 Luxembourg 1 Great Winchester Street London EC2N 2DB United Kingdom

LISTING AGENT

Deutsche Bank Luxembourg S.A. 2,Boulevard Konrad Adenauer L-1115 Luxembourg

LEGAL ADVISERS To the Arranger and Dealers as to English and Italian law: To the Issuer as to Italian Law:

Clifford Chance Bonelli Erede Pappalardo Studio Legale Associato Studio Legale Piazzetta M. Bossi, 3 Via delle Casaccie, 1 20121 Milan 16121 Genoa Italy Italy

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