FOURTH SUPPLEMENT DATED 10 OCTOBER, 2008 TO THE BASE PROSPECTUS DATED 12 NOVEMBER, 2007

UNICREDIT S.p.A. (incorporated as a Società per Azioni in the Republic of Italy under registered number 00348170101) and BANK IRELAND p.l.c. (incorporated with limited liability in Ireland under registered number 240551) UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY UNICREDIT S.p.A. in the case of Notes issued by UniCredit Bank Ireland p.l.c.

€60,000,000,000 Euro Medium Term Note Programme

This Fourth Supplement (the Supplement) to the Base Prospectus (the Prospectus) dated 12 November, 2007, as previously supplemented by the supplements dated 18 March, 2008, 16 May, 2008, and 24 September, 2008, constitutes a supplement for the purposes of Article 13.1 of Chapter 1 of Part II of the Luxembourg Act dated 10 July, 2005 on prospectuses for securities (the Prospectus Act) and is prepared in connection with the Euro Medium Term Note Programme (the Programme) established by UniCredit S.p.A. (UniCredit) and UniCredit Bank Ireland p.l.c. (the Issuers). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement constitutes a Supplement to, and should be read in conjunction with, the Prospectus issued by the Issuers and the supplements dated 18 March, 2008, 16 May, 2008 and 24 September, 2008. Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuers and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and contains no omissions likely to affect its import. In accordance with Article 13.2 of Chapter 1 of Part II of the Prospectus Act, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within a time limit of minimum two working days after the publication of this Supplement, to withdraw their acceptances.

Approval of capital-strengthening measures

On 5 October, 2008, the UniCredit Board of Directors approved a series of measures which are expected to significantly reinforce its capital position. The plan envisages capital-strengthening actions for an aggregate amount of up to €6.6 billion. UniCredit estimates that its Core Tier 1 ratio Basel II (which was 5.7 per cent. at the end of June 2008) will reach a level of approximately 6.7 per cent. by year-end, compared with its previous target of 6.2 per cent., as a result of the combined effect of the capital-strengthening actions announced at the same date, the implementation of a series of cost-cutting measures, and the execution of other extraordinary transactions currently underway or envisaged.

In its press release, UniCredit stated that the previous three weeks have been extremely challenging for the entire financial sector, resulting in unprecedented volatility and pressure, which also affected UniCredit shares. In this scenario, the capital target of 6.7 per cent. Core Tier 1 at the end of 2008 is based on the Banking Group UniCredit (the Group) expected net earnings of approximately €5.2 billion, which is equivalent to approximately €0.39 in earnings per share (EPS) prior to the capital increase. The decrease with respect to the previously announced target of €0.52 EPS is attributable both to deteriorated financial market conditions, which have affected the performance of market-related activities, and to the delay in the execution of UniCredit's assets disposal plan. The capital-strengthening initiatives include:

• Payment of dividends related to the Group's 2008 earnings in new shares for an expected aggregate amount of €3.6 billion; and

• Placement of a €3 billion issue of Core Tier 1 “Convertible Equity Instruments” (CASHES or instruments) with a group of institutional investors, the size of which will be reduced depending on shareholders’ take-up of the rights offering.

As the issuance of the new ordinary shares underlying the instruments must be approved at a UniCredit Shareholders’ meeting and offered to the current shareholders on a pre-emptive basis, the UniCredit Board of Directors has resolved to call an Extraordinary Shareholders’ Meeting in November 2008, with a view to completing the transaction as soon as practicable within the first quarter 2009, subject to regulatory approvals. The Extraordinary Shareholders’ Meeting will be asked to approve a capital increase of 973 million new ordinary shares at a price of €3.083 per share (the reference price of the shares at the close of the market on the Italian Stock Exchange on Friday, 3 October, 2008), of which €2.583 represents share premium.

To the extent that the shareholders exercise their rights to subscribe for such shares, the volume of the CASHES to be issued will be reduced pro-rata.

The CASHES are securities that are convertible at the investor’s option into new UniCredit ordinary shares to be issued following receipt of the necessary authorisations. The instruments have been priced with a coupon of 3-month Euribor plus 450bps, in line with terms of recent bank capital financing, and an exchange price fixed at €3.083, the reference price of the shares at the close of the market on the Italian Stock Exchange on Friday, 3 October, 2008. They will be convertible at any time after 40 days from their issue date and will be automatically converted into UniCredit ordinary shares if the UniCredit share price exceeds 150 per cent. of the exchange price (i.e., €4.6245) over a set period following the seventh anniversary of their issuance.

The instruments offering met a significant level of demand: UniCredit core shareholders and other institutional investors committed to subscribe up to €3 billion, of which €2 billion already approved by their relevant governing bodies, while the remaining amount of €1 billion is expected to obtain such approval in the forthcoming days.

UniCredit Markets & Investment Banking, Mediobanca and Merrill Lynch International advised on the overall capital strengthening measures and on the structuring of the instruments, and acted as private placement agents of the CASHES. They also have been mandated to manage the rights offering.

Finally, UniCredit announced that the Board will propose at the forthcoming Shareholders’ Meeting the authorisation to dispose of the existing treasury shares at market conditions.

Announcements regarding Moody's rating and change in outlook by Fitch, Moody's and Standard & Poor's

On 7 October, 2008 UniCredit announced that the rating agency Moody’s Investors Service Limited (Moody's) changed the long-term deposit and senior debt ratings of UniCredit by a single notch to Aa3 from Aa2 and its financial strength rating (BFSR) to C+ from B-. The outlook for the bank’s deposit and debt ratings was changed from negative to stable.

At the same time all the ratings assigned to UniCredit’s two main subsidiaries, HVB and Bank Austria were affirmed with a stable outlook.

Moody’s explained its rating decision with the deterioration of UniCredit’s profitability during 2008, the difficult conditions faced by UniCredit’s Markets and Investment Banking division, and the delay in the

2 expected improvement of the asset quality indicators following the acquisition of Capitalia, due to the current market environment.

However, Moody’s noted positively the planned capital strengthening measures for €6.6 billion announced by the bank and added that the Group has relatively limited direct exposure to areas such as structured credit, leveraged buyouts, conduits and monolines amongst others. The rating agency said that possible writedowns from such activities were likely to be manageable without impacting the bank’s ratings, particularly if the planned measures to strengthen capital adequacy are successfully completed.

On 6 October, 2008 UniCredit announced that the rating agency Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (Standard & Poor's) has confirmed UniCredit's long-term and short-term rating (A+ and A-1) of UniCredit.

Standard & Poor’s changed the outlook for UniCredit from stable to negative, for its Italian subsidiaries – UniCredit Banca per la casa S.p.A., UniCredit Corporate Banking S.p.A., UniCredit MedioCredito Centrale S.p.A., Locat S.p.A.– and for HVB Luxembourg, HVB in Germany, Bank Austria and UniCredit CAIB AG.

Standard & Poor’s explained its decision with a “downward revision of earnings expectations” which UniCredit announced on 5 October, 2008, on the same day it announced the approval of extraordinary measures to strengthen its capital ratios.

The rating agency also underlined that “the ratings continue to reflect UniCredit’s solid franchise in Italy, the German State of Bavaria, the Republic of Austria and CEE. They also reflect its strong business and geographic diversification, good profitability at the Italian and CEE businesses, and good integration track record.”

On 2 October, 2008 UniCredit announced that the rating agency Fitch Ratings Ltd. (Fitch) had confirmed UniCredit's long-term and short-term ratings (A+ and F1).

Fitch has changed from positive to negative the outlook for UniCredit, for its Italian subsidiaries – UniCredit S.p.A., S.p.A., S.p.A. and UniCredit Banca per la Casa S.p.A.– and for Germany-based HVB, Bank Austria and Bank Pekao in Poland. At the same time, the individual rating of UniCredit S.p.A. was changed from B to B/C.

In its decision on the outlook, Fitch considered that “While the group's profitability has historically been good, its recent performance has been weighed down by lower commissions, reflecting the difficulties in the global asset management sector, and negative results from market operations, in particular the negative marked-to-market valuations on its structured credit portfolio”.

Fitch however underlined that “UniCredit's ratings continue to reflect its diversified revenue base, geographic presence and risks, the restructuring potential of former Capitalia operations, sound risk management framework, good management and a successful track record in integrating acquired banks”.

Copies of all documents incorporated by reference in the Prospectus can be obtained from the registered office of each of the Issuers and from the specified office of the Paying Agents for the time being in London and Luxembourg as described on page 31 of the Prospectus. Copies of this Supplement and all documents incorporated by reference in the Prospectus are available on the Luxembourg Stock Exchange's website (www.bourse.lu). To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted since the publication of the Prospectus.

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