BANCO POPOLARE – SOCIETÀ COOPERATIVA (A Bank Incorporated As a Limited Co-Operative Company (Società Coperativa) in the Republic of Italy)

PROSPECTUS SUPPLEMENT DATED 30 JUNE 2010

BANCO POPOLARE – SOCIETÀ COOPERATIVA (a bank incorporated as a limited co-operative company (società coperativa) in the Republic of Italy)

€5,000,000,000 Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments of interest and principal by BP COVERED BOND S.r.l. (incorporated as a limited liability company in the Republic of Italy)

This Prospectus Supplement (the “Supplement”), to the Prospectus (the “Prospectus”) dated 23 February 2010 which comprises a base prospectus, constitutes a supplement to the prospectus for the purposes of Article 16 of Directive 2003/71/EC (the “Prospectus Directive”) and Article 13.1 of Chapter 1 of Part II of the Luxembourg Act on prospectuses for securities dated 10 July 2005 (the “Prospectus Act”) and is prepared in connection with the “€ 5,000,000,000 Covered Bond Programme” (the “Programme”) established by Banco Popolare Soc. Coop. (the “Issuer”). Terms defined in the Prospectus have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and any other supplements to the Prospectus issued by the Issuer.

The purpose of this Supplement is to provide the most recent information available on the Issuer.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Supplement has been approved by the CSSF as a supplement issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg.

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.

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, as the case may be, since the publication of the Prospectus dated 23 February 2010. Table of contents

Page

2009 annual report...... 2 Appointment of Banco Popolare’s officers and members of the Board’s Committees ...... 3 Group Financial Highlights and ratios ...... 12 Recent corporate events ...... 15 Summary financial information of Banco Popolare – Società Cooperativa...... 18 Transfer of a New Portfolios...... 27 Documents incorporated by reference...... 28 Amendments to the Prospectus ...... 32 Annex - Amendments to the Prospectus for updating ...... 33

1 2009 ANNUAL REPORT

On 30 March 2010 the Management Board of Banco Popolare has approved the draft annual report for 2009, which includes the statutory financial statements and consolidated financial statements as at 31 December 2009.

In this respect, Banco Popolare has issued a press release on 30 March 2010 (the “30 March 2010 Press Release”). Please see section “Documents incorporated by reference” below.

On 24 April 2010, the Issuer’s shareholders’ meeting approved, in its ordinary session, Banco Popolare’s consolidated financial statements as of and for the year ended 31 December 2009.

In this respect, Banco Popolare has issued a press release on 24 April 2010 (the “24 April 2010 Press Release”). Please see section “Documents incorporated by reference” below.

Each of the 30 March 2010 Press Release and 24 April 2010 Press Release has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus.

2 APPOINTMENT OF BANCO POPOLARE’S OFFICERS AND MEMBERS OF THE BOARD’S COMMITTEES

On 24 April 2010, the shareholders’ meeting of the Issuer appointed as directors and members of the Supervisory Board the following persons: Carlo Fratta Pasini, Guido Duccio Castellotti. Maurizio Comoli, Dino Piero Giarda, Maurizio Marino, Claudio Rangoni Machiavelli, Enrico Perotti, Pietro Buzzi, Pietro Manzonetto and Giuliano Buffelli.

On 27 April 2010, the Supervisory Board verified the independence requirements of its members pursuant to article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. and article 148 of the Financial Law.

In light of the above, the Supervisory Board of Banco Popolare is currently composed of the following members:

Office Name Main activities outside the Issuer Chairman Carlo Fratta Pasini - Vice Deputy Chairman Guido Duccio Castellotti Director Istituto Sperimentale Italiano Lazzaro Spallanzi Vice Chairman Maurizio Comoli Director Fondiaria SAI S.p.A. Chairman of the Board of Statutory Auditors Bastogi S.p.A. Statutory Auditor Brioschi Sviluppo Immobiliare S.p.A. Statutory Auditor Loro Piana S.p.A. Chairman of the Board of Statutory Auditors Mirato S.p.A. Chairman of the Board of Statutory Auditors De Agostini Scuola S.p.A. Statutory Auditor Loro Piana International S.p.A Chairman M.A.M. S.r.l. Chairman Chiarante S.r.l. Chairman C.I.M. S.p.A. Statutory Auditor PPG Univer S.p.A. Directors: Giuliano Buffelli Chairman of the Board of Statutory Auditors Istituto Centrale delle Banche Popolari Italiane Statutory Auditor Fonderie Ghise e Acciai Speciali S.p.A. Director ltalfim S.p.A. Director Longhi & C. Officine Riunite

3 Office Name Main activities outside the Issuer S.p.A. Costantino Coccoli - Gabriele Camillo Erba Chairman of the Board of Statutory Auditors Banca Popolare di Verona – S. Geminiano e S. Prospero Statutory Auditor Società Gestione Crediti BP S.p.A. Statutory Auditor Calzi S.r.l. Chairman of the Board of Statutory Auditors Casa di Cura Privata S.Giacomo Auditor Fenzi S.p.A. Chairman of the Board of Statutory Auditors Immobiliare Artigiana Lodi e Circondario S.r.l. Statutory Auditor Immobiliare Clafamar S.r.l. Chairman of the Board of Statutory Auditors Immobiliare Gerundum Statutory Auditor Immobiliare Milanese CRA S.r.l. Statutory Auditor Line Servizi per la Mobilità S.p.A. Chairman of the Board of Statutory Auditors Stella Bianca S.p.A. Pietro Buzzi Director Alamo Cement Holding CO Director Buzzi Unicem International SARL Director Buzzi Unicem Investimenti srl Director Dyckerhoff AG Director Fratelli Buzzi S.p.A. Director Ihblux SA Director Presa S.p.A. Director Unical S.p.A. C.E.O. Buzzi Uncem S.p. A. Gianni Filippa C.E.O. PPG Univer S.p.A. C.E.O. Univer Italiana S.p.A. Director Alfa Colori S.r.l. Chairman Color Expert srl

4 Office Name Main activities outside the Issuer C.E.O. S.V.A.L.T.U.R. S.r.l. Chairman Società Ciclistica Pedale Valsesiano Director S.G.P. S.r.l. Dino Pietro Giarda Director Istituto Centrale Europeo di Oncologia srl Chairman and Director Cassa del Trentino S.p.A. Andrea Guidi C.E.O. Impresa Costruzioni Guidi Gino S.p.A. Director Coime S.r.l. Director Costruire S.r.l. Director C.L. Conglomerati S.r.l. Director IMAP S.r.l. Pietro Manzonetto Statutory Auditor RCS Media Group S.p.A. Chairman of the Board of Statutory Auditors Cir S.p.A. Chairman of the Board of Statutory Auditors Gruppo Banca Leonardo S.p.A. Chairman of the Board of Statutory Auditors Allianz S.p.A. Chairman of the Board of Statutory Auditors Allianz Bank Financial Advisor S.p.A. Chairman of the Board of Statutory Auditors Otis S.p.A. Chairman of the Board of Statutory Auditors Otis S.r.l. Chairman of the Board of Statutory Auditors Humanitas Mirasole S.p.A. Maurizio Marino Director Aeroporto Valerio Catullo di Verona Villafranca S.p.A. Enrico Perotti Director CCIAA di Lodi Gian Luca Rana C.E.O. Pastificio Rana S.p.A. Director S.I.S.AG. S.r.l. Director Società Athesis S.p.A. Chairman Verfin S.p.A. Chairman Perinnovare S.p.A. C.E.O. Società Italiana Finanziaria

5 Office Name Main activities outside the Issuer Immobiliare SI.F.I. SpA Director Mamma Lucia S.A. Director Giovanni Rana Deutschland GmbH Sole Director Rana France S.a.r.l. Director Giovanni Rana UK Ltd Director Rana USA Inc. Claudio Rangoni Machiavelli Director T.I.E. S.r.l. Director Casa dell’Agricoltore S.r.l. Fabio Ravanelli Vice Chairman and C.E.O. Mirato S.p.A. C.E.O. Mil Mil 76 S.p.A. Sole Director Moltiplica S.r.l. Director Benefit S.p.A. Alfonso Sonato Statutory Auditor Aeroporto Valerio Catullo di Verona Villafranca S.p.A. Statutory Auditor Aletti & C. Banca di Investimento Mobiliare S.p.A. Chairman of the Statutory Auditors Arda S.p.A. Director Autostrada del Brennero S.p.A. – Brenner Autobahn AG Statutory Auditor Promofin srl Statutory Auditor CEP S.p.A. (Gruppo Calzedonia) Chariman of the Statutory Auditors Compar S.p.A. Statutory Auditor Faiveley Transport Italia S.p.A. Chairman of the Board of Auditors Holding Partecipazioni Immobiliari S.p.A. Chariman of the Statutory Auditors Immobiliare Caselle S.p.A. Chairman Immobiliare Magazzini S.r.l. Chairman of the Board of Auditors Immobiliare Torricelli S.p.A. Statutory Auditor Società Athesis S.p.A. Statutory Auditor Tecres S.p.A. Statutory Auditor Verfin S.p.A. Chairman of the Board of Auditors Perinnovare S.p.A.

6 Office Name Main activities outside the Issuer Chairman of the Board of Auditors Piemmeti – Promozione Chairman of the Board of Auditors Veronafiere Servizi S.p.A. Statutory Auditor Polo Finanziario S.p.A. Chairman of the Board of Auditors Quadrifoglio Verona SpA Chairman of the Board of Auditors Società Editrice Arena –SEA S.p.A. Chairman of the Board of Auditors Casa di Cura Polispecialistica dott. Pederzoli S.p.A. Statutory Auditor TI-BEL S.p.A. Statutory Auditor TL.TI Expo S.p.A. Chairman of the Board of Auditors Verona Porta Sud S.p.A. Statutory Auditor Veronamercato S.p.A. Angelo Squintani - Sandro Veronesi Chairman Calzedonia Holding S.p.A. Chairman Calzedonia S.p.A. Chairman Calzificio Trever S.p.A. Chairman CEP S.p.A. C.E.O Falconeri S.r.l. Chairman Intimo 3 S.p.A. Chairman Ti-Bel S.p.A. Chairman Auver S.r.l. Chairman Calovest S.p.A. Sole Director Savefin S.r.l. Chairman Agribel ss Tommaso Zanini Chairman of the Board of Statutory Auditor AGSM Verona S.p.A. Official Receiver Anson S.r.l. Official Receiver Balrog.S.r.l. Chairman of the Board of Statutory Auditors Bonomi S.p.A. Official Receiver Cofidam – Soc. Fiduciaria di Servizi S.p.A. in lca Auditor Cooperativa Edificatrice Europa Soc. Coop.

7 Office Name Main activities outside the Issuer Auditor Cooperativa Edilizia Castiglione Auditor DELLAS S.p.A. Chairman of the Board of Statutory Auditor Forgreen Chairman of the Board Statutory Auditors H.B.S. Holding Bonomi S.p.A. Chairman of the Board Statutory Auditors H.P.M. – S.p.A. Auditor Istituto Cooperativo Case Popolari Società Coop. Official Receiver Immobiliare Belvedere S.p.A. Chairman of the Board Statutory Auditors Multi Greenpower S.p.A. Statutory Auditor Multiutility S.p.A. Statutory Auditor Mania Tecnologie Italia S.p.A. Chairman of the Board Statutory Auditors Multiutility.net S.p.A. Official Receiver Partincart S.p.A. Statutory Auditor Pernisa Graniti S.r.l. Auditor Quartiere Pindemonte – Soc. Coop. Edilizia Official Receiver Raffaello 80 S.p.A. in lca Auditor S.Barbara – Società Cooperativa Chairman Società Agricola la Tendina S.r.l. Statutory Auditor Tech. PA. S.p.A. Chairman of the Board of Statutory Auditor Traconf S.r.l. Chairman Officina dei Sapori srl Chairman of the Board Statutory Auditors Unione Radiotaxi Verona Società Cooperativa

For the purposes of carrying out the business activities related to their appointment and their role, the business address of each member of the Supervisory Board is the registered office of the Issuer at Piazza Nogara, 2, 317121 Verona, Italy.

None of the members of the Supervisory Board have any actual or potential conflicts of interest between their duties to the Issuer and their private interests and/or other duties.

8 On 24 April 2010, the shareholders’ meeting also resolved to extend the appointment of the members of the Board of Advisers for an additional period of three years.

In light of the above, the Board of Advisers is currently composed of the following members:

Office Names Standing members Marco Cicogna, Luciano Codini and Giuseppe Bussi Alternate members Aldo Bulgarelli and Attilio Garbelli.

On 27 April 2010, the Supervisory Board of the Issuer convened and confirmed Pier Francesco Saviotti as Managing Director and Deputy Chairman of the Management Board by extending its appointment until 31 December 2012 and Vittorio Coda as Chairman of the Management Board.

In addition to the above, the Supervisory Board confirmed as directors and members of the Management Board the following persons: Franco Baronio, Alfredo Cariello, Domenico De Angelis, Maurizio Di Maio, Maurizio Faroni, Aldo Civaschi, Luigi Corsi, Roberto Romanin Jacur e Andrea Sironi and appointed Bruno Pezzoni as successor to Giorgio Papa who, in his own turn, is expected to be appointed as Creberg’s managing director. The directors listed above will be in the office until to the approval of the financial statements for the year ending on 31 December 2012.

Moreover, the Supervisory Board verified the independence requirements of its members and the Management Board pursuant to article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. and article 148 of the Financial Law.

In light of the above, the Management Bord of Banco Popolare is currently composed of the following members:

Office Name Main activities outside the Issuer Chairman Vittorio Coda Vice Chairman Arca SGR S.p.A. Managing Director and Deputy Pier Francesco Saviotti Director Brembo S.p.A. Chairman Director F.c. Internazionale Milano S.p.A. Director Moncler S.p.A. Director Nuovo Trasporto Viaggiatori S.p.A. Director Stefanel S.p.A. Director Tod’s S.p.A. Directors Franco Baronio C.E.O. Banca Popolare di Verona – S.G.S.P. S.p.A. Director Agos-Ducato S.p.A. Director Popolare Vita S.p.A. Director Avipop Assicurazioni S.p.A. Director and Member of Executive

9 Office Name Main activities outside the Issuer Board Istituto Centrale delle Banche Popolari Italiane Alfredo Cariello C.E.O. Cassa di Risp. di Lucca Pisa Livorno S.p.A Domenico De Angelis Director Banca Popolare di Lodi S.p.A. C.E.O. Banca Popolare di Novara S.p.A. Maurizio Di Maio Director Banca Popolare di Lodi S.p.A. Director Milano Assicurazioni S.p.A. Chairman Agos-Dicato S.p.A. Maurizio Faroni Chairman Aletti Gestielle Alternative SGR S.p.A. Director Aletti Gestielle SGR S.p.A. Director Banca Popolare di Novara S.p.A. Vice Chairman and Director Efibanca S.p.A.. Director Credito Bergamasco S.p.A. Director Palladio Finanziaria S.p.A. Director Banca Italease S.p.A. Chairman Af Mezzanine SGR S.p.A. Director Borsa Italiana S.p.A. Director Arca SGR S.p.A. Director Venice S.p.A. Aldo Civaschi Vice Chairman of Compagnie Monegasque De Banque in Montecarlo. Luigi Corsi Chairman of the Statutory Auditors Lazzari S.p.A. Chairman of the Statutory Auditors Lazzari Auto S.p.A. Chairman of the Statutory

10 Office Name Main activities outside the Issuer Auditors Fenzi S.p.A. Chairman of the Statutory Auditors Argenteria Artistica Graffignana S.r.l. Statutory Auditor Agricola Sementi S.r.l. Statutory Auditor Dekora S.p.A. Statutory Auditor Ferrari Giovanni Industria Casearia S.p.A. Statutory Auditor Frigotermica S.r.l. Statutory Auditor Lodigiana Maceri S.p.A. C.E.O. Consulenti Associati S.r.l. Bruno Pezzoni Director Società Gestioni Crediti S.p.A. Director Credito Bergamasco S.p.A. Director Banca Aletti S.p.A. Director Efibanca S.p.A. Roberto Romanin Jacur Chairman Oasi Diagram S.p.A. Director SI Holding S.p.A Director Equens Italia S.p.A. Director Panini S.p.A. Vice Chairman Istituto Centrale Banche Popolari Italiane Director Equens SE Andrea Sironi Director Saes Getters S.p.A Vice Chairman Banca Aletti & C. S.p.A.

For the purposes of carrying out the business activities related to their appointment and their role, the business address of each member of the Management Board is the registered office of the Issuer at Piazza Nogara, 2, 317121 Verona, Italy.

None of the members of the Management Board have any actual or potential conflicts of interest between their duties to the Issuer and their private interests and/or other duties.

11 GROUP FINANCIAL HIGHLIGHTS AND RATIOS

Shown below are the Group’s main financial highlights extracted from the audited annual consolidated financial statements of the Issuer for the year ended 31 December 2009 and 31 December 2008.

12 Financial ratios and other data

Shown below are the Group’s main financial ratios extracted from the audited annual consolidated financial statements of the Issuer for the year ended 31 December 2009 and 31 December 2008.

13 14 RECENT CORPORATE EVENTS

Agreement for the sale of the controlling interesting Factorit S.p.A. to Banca Popolare di Sondrio and Banca Popolare di Milano

On 25 February 2010 the corporate bodies of Banca Popolare di Sondrio, Banca Popolare di Milano, Banco Popolare and Banca Italease have approved the sale-purchase transaction covering 90.5% of the share capital of Factorit S.p.A.

The latter company was founded in 1978 by a group of cooperative banks. Its core business comprises advancing funds against trade receivables, collection of trade receivables and related services. The company ranks as the forth largest factoring company in Italy by turnover.

The sale-purchase transaction provides that Banca Popolare di Sondrio will purchase a controlling interest in the company equal to 60.5% of the equity capital whilst Banca Popolare di Milano will purchase a shareholding equal to 30% of the equity capital. A minority stake equal to 9.5% of the share capital will be held by Banco Popolare.

Banco Popolare has issued a press release on 25 February 2010 in connection with the above transaction (the “25 February 2010 Factorit Press Release”).

The 25 February 2010 Factorit Press Release has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus.

Offer in option of “Banco Popolare 2010/2014 4.75% convertible bonds redeemable in shares”. Subscribed 98.84% of convertible bonds offered. Unexercised option rights to be offered on the Italian Stock Exchange as of 31st March 2010

On 25 February 2010, the Banco Popolare’s Management Board approved the terms of the “Banco Popolare 2010/2014 4.75% convertible bonds redeemable in shares” (the “Bonds”) to be offered in option to Banco Popolare’s shareholders and/or holders of convertible bonds under the “Banco Popolare Subordinated Convertible Bond 4.75 -2000/2010 – ISIN IT0001444360” (the “Former Bonds”). Such approval was resolved upon in accordance with the resolution passed by extraordinary shareholders’ meeting held on 30 January 2010 and with the favourable opinion of the Supervisory Board.

The Bonds issue had a value of Euro 996,386,475 corresponding to No. 162,014,061 Bonds having a nominal value of Euro 6.15 each and provided for the offering to shareholders and/or holder of the above-mentioned convertible bond on an exchange ratio of, respectively, No. 1 Bond in exchange of No. 4 shares and No. 42 Bonds in exchange of the Former Bonds (the “Bonds Offer”).

The Bonds Offer provided for a offer period commencing on 1 March and ending on 24 March 2010.

In this respect, Banco Popolare has issued a press release on 25 February 2010 (the “25 February 2010 Bonds Press Release”).

On 24 March 2010, the Bonds Offer ended. During the offer period, No. 160,128,993 Bonds were subscribed, accounting for 98.84% of aggregate Bonds under the Bonds Offer, corresponding to Euro 984,793,306.95.

15 In this respect, Banco Popolare has issued a press release on 26 March 2010 (the “26 March 2010 Bonds Press Release”).

Each of the 25 February 2010 Bonds Press Release and the 26 March 2010 Bonds Press Release has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus.

Standard & Poor’s affirms Banco Popolare’s ratings

On 10 March 2010 the Issuer issued a press release (the “10 March 2010 S&P Press Release”) informing that the rating agency Standard & Poor’s has removed its long-term rating from creditwatch, where it was placed on 17 December 2009, hence affirming the long-term rating at A-, with ‘outlook negative’, and the short-term rating at A-2.

The 10 March 2010 S&P Press Release has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus.

Squeeze-out of Banca Italease’s common shares

On 26 March 2010, Banco Popolare informed that, with reference to the procedure for the mandatory buy-out made pursuant to article 108, paragraph 2, of the Financial Law (the “Procedure”) in connection with No. 159,362,216 Banca Italease S.p.A. (“Banca Italease”) ordinary shares, accounting for 8.603% of its share capital (the “Remaining Shares”), the term for filing the request for sale, that commenced on 8 March 2010, expired on 26 March 2010. Based on the data provided by Società per Amministrazioni Fiduciarie Spafid S.p.A., the intermediary in charge of coordinating the collection of requests for sale, No. 138,116,651 Remaining Shares have been tendered to the Procedure, corresponding to 86.668% of the shares under the Procedure.

By adding the above-mentioned shares to No. 1,693,031,792 shares, accounting for 91.397% of Banca Italease’s share capital and, already directly and indirectly held by Banco Popolare before the commencement of the Procedure, Banco Popolare held 1,831,148,443 shares, corresponding to 98.853% of Banca Italease’s share capital, as of the date of payment of the relevant purchase price, being 31 March 2010.

In this respect, Banco Popolare has issued a press release on 26 March 2010 (the “26 March 2010 Banca Italease Press Release”).

On 6 April 2010, Banco Popolare further informed that, since it held a direct and indirect stake in Banca Italease exceeding the threshold of 95% of the latter company’s share capital, the legal prerequisites was met and therefore Banco Popolare was entitled to execute the squeeze-out pursuant to article 108, paragraph 1, of the Financial Law and to exercise the right to purchase, pursuant to article 111 of the Financial Law, by way of a joint procedure agreed to with Consob and Borsa Italiana S.p.A. (the “Joint Procedure”), the remaining outstanding No. 21,237,748 Banca Italease’s ordinary shares, corresponding to 1.147% of its share capital (the “Outstanding Shares”), for a price of Euro 0.797 per share (totaling Euro 16,926,485.16).

Pursuant to and to the effect of article 111, paragraph 3, of the Financial Law, Banco Popolare has informed Banca Italease that the total amount needed to perform the Joint Procedure, amounting to Euro 16,962,485.16 (the “Joint Procedure Amount”), was deposited with Banca Popolare di Verona San Geminiano San Prospero S.p.A., Agenzia Verona Centro - Piazza Nogara 2 (Verona) in the checking account IBAN

16 IT49K0518811701000000166828 in the name of Banco Popolare, to pay for the consideration due to the holders of the Outstanding Shares.

Hence, the transfer of the ownership of the Outstanding Shares in favour of Banco Popolare shall come into effect, and Banca Italease shall make the corresponding entry in its shareholders’ book as of 8 April 2010.

In this respect, Banco Popolare has issued a press release on 8 April 2010 (the “8 April 2010 Banca Italease Press Release”).

Each of the 26 March 2010 Banca Italease Press Release and the 8 April 2010 Banca Italease Press Release has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus.

Banco Popolare approves quarterly report as at 31 March 2010

On 14 May 2010 the Management Board of Banco Popolare has approved the Group’s quarterly report as at 31 March 2010, evidencing rising results and intermediated assets.

In this respect, Banco Popolare has issued a press release on 14 May 2010 (the “14 May 2010 Press Release”).

The 14 May 2010 Press Release has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus.

Fitch affirms Banco Popolare’s ratings

On 7 May 2010 the Issuer has issued a press release (the “7 May 2010 Press Release”) informing that the rating agency Fitch has removed the long-term rating from rating watch,, hence affirming the long-term rating at A-, with ‘outlook negative’, and the short-term rating at F2.

The 7 May 2010 Press Release has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus.

17 SUMMARY FINANCIAL INFORMATION OF BANCO POPOLARE – SOCIETÀ COOPERATIVA

Set out below is summary financial information of the Issuer which is derived from the consolidated financial statements of the Issuer as at and for the years ended 31 December 2009 which have been audited by Reconta Ernst & Young S.p.A. Such financial statements, together with the audit reports of Reconta Ernst & Young S.p.A. and the accompanying notes, are incorporated by reference into this Supplement. The financial information below should be read in conjunction with, and is qualified in its entirety by reference to, such financial statements, reports and the notes thereto.

See also section “2009 Annual Report” above.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

18 19 CONSOLIDATED INCOME STATEMENT

20 21 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

22 STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

23 24 CONSOLIDATED STATEMENT OF CASH FLOWS Direct method (thousand of euro)

25 26 TRANSFER OF A NEW PORTFOLIOS

On 19 May 2010, the Guarantor has purchased from the Sellers in accordance with the Master Transfer Agreement further Eligible Assets comprising Mortgage Loans selected in accordance with the General Criteria and the Specific Criteria with economic effect as at 17 May 2010 (the “May 2010 Portfolios”). Notices of the assignment of the May 2010 Portfolios by the Sellers, containing also the list of the General Criteria and the Specific Criteria used to select the May 2010 Portfolios, have been published in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana) No. 65 Parte II on 3 June 2010 and has been registered (iscritto) in the companies’ register of Milan on 9 June 2010 (save as for the assignment by Cassa di Risparmio di Lucca of the Eligible Assets comprising Mortgage Loans selected in accordance with the General Criteria and the Specific Criteria with economic effect as at 17 May 2010 which has been registered (iscritto) in the companies’ register of Milan on 8 June 2010). The assignment of the May 2010 Portfolios constitutes an Issuance Assignment. The purchase price of the May 2010 Portfolios have been determined in accordance with the provisions of the Master Transfer Agreement. The payment of the purchase price of the May 2010 Portfolios to the Sellers have been financed through the amounts drawn-down under the Subordinated Loan.

27 DOCUMENTS INCORPORATED BY REFERENCE

List of documents incorporated by reference

For the purposes of this Supplement, each of the following documents has been published and filed with the CSSF, is incorporated by reference into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Prospectus:

(1) the 25 February 2010 Factorit Press Release;

(2) the 25 February 2010 Bonds Press Release;

(3) the 10 March 2010 S&P Press Release;

(4) the 26 March 2010 Bonds Press Release;

(5) the 26 March 2010 Banca Italease Press Release;

(6) the 30 March 2010 Press Release;

(7) the 8 April 2010 Banca Italease Press Release;

(8) the 24 April 2010 Press Release;

(9) the 7 May 2010 Press Release;

(10) the 14 May 2010 Press Release.

Comparative Table of Documents incorporated by reference

25 February 2010 Factorit Press Release

The following table shows where specific items of information are contained in the 25 February 2010 Factorit Press Release. Any information not listed in the table below but included in the 25 February 2010 Factorit Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 25 February 2010 Factorit Press All document All pages Release

25 February 2010 Bonds Press Release

The following table shows where specific items of information are contained in the 25 February 2010 Bonds Press Release. Any information not listed in the table below but included in the 25 February 2010 Bonds Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 25 February 2010 Bonds Press All document All pages Release

10 March 2010 S&P Press Release

28 The following table shows where specific items of information are contained in the 10 March 2010 S&P Press Release. Any information not listed in the table below but included in the 10 March 2010 S&P Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 10 March 2010 S&P Press Release All document All pages

26 March 2010 Bonds Press Release

The following table shows where specific items of information are contained in the 26 March 2010 Bonds Press Release. Any information not listed in the table below but included in the 26 March 2010 Bonds Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 26 March 2010 Bonds Press All document All pages Release

26 March 2010 Banca Italease Press Release

The following table shows where specific items of information are contained in the 26 March 2010 Banca Italease Press Release. Any information not listed in the table below but included in the 26 March 2010 Banca Italease Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 26 March 2010 Banca Italease All document All pages Press Release

30 March 2010 Press Release

The following table shows where specific items of information are contained in the 30 March 2010 Press Release. Any information not listed in the table below but included in the 30 March 2010 Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 30 March 2010 Press Release Financial Highlights 1 Results for the period 2 The evolution of key financial 2-3 items Operating performance 3-6 Group capital ratios as at 31 6 December 2009 and their expected evolution Operational outlook 7 Explanatory notes to the 8-12 preparation of financial statements Reclassified consolidated balance 13

29 sheet Reclassified consolidated income 14 statement Reclassified consolidated income 15 statement – quarterly evolution Reclassified consolidated income 16 statement – Recurring

8 April 2010 Banca Italease Press Release

The following table shows where specific items of information are contained in the 8 April 2010 Banca Italease Press Release. Any information not listed in the table below but included in the 8 April 2010 Banca Italease Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 8 April 2010 Banca Italease Press All document All pages Release

24 April 2010 Press Release

The following table shows where specific items of information are contained in the 24 April 2010 Press Release. Any information not listed in the table below but included in the 24 April 2010 Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 24 April 2010 Press Release 2009 Annual Report – Profit 1 allocation and distribution Consolidated Financial Statements 2 Consolidated reclassified balance 9 sheet Consolidated reclassified income 10 statement

7 May 2010 Press Release

The following table shows where specific items of information are contained in the 7 May 2010 Press Release. Any information not listed in the table below but included in the 7 May 2010 Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 7 May 2010 Press Release All document All pages

14 May 2010 Press Release

30 The following table shows where specific items of information are contained in the 14 May 2010 Press Release. Any information not listed in the table below but included in the 14 May 2010 Press Release incorporated by reference herein is given for information purposes only.

Document Information incorporated Page reference 14 May 2010 Press Release Financial Highlights 1 Results for the period 2 The evolution of key financial 2 – 3 items Operating performance 3 – 5 Group capital ratios 5 Explanatory notes to the 5 – 7 preparation of financial statements Reclassified consolidated balance 9 sheet Reclassified consolidated income 10 statement Reclassified consolidated income 11 statement – quarterly evolution

Copies of all documents incorporated herein by reference may be obtained without charge at the head office of the Luxembourg Listing Agent in the city of Luxembourg and may be obtained at the website of the Luxembourg Stock Exchange (www.bourse.lu). Written or oral requests for such documents should be directed to the specified office of the Luxembourg Listing Agent.

Any information not listed above but included in the above documents does not form part of this Supplement and should be read for information purposes only.

31 AMENDMENTS TO THE PROSPECTUS

The Prospectus shall by way of an update be amended in accordance with the amendments set out in Annex to this Supplement.

Copies of all documents incorporated by reference in the Prospectus may be obtained without charge at the head office of the Luxembourg Listing Agent in the city of Luxembourg and may be obtained at the website of the Luxembourg Stock Exchange (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 into, the Prospectus, as so supplemented, the statements in (a) above will prevail.

32 ANNEX - AMENDMENTS TO THE PROSPECTUS FOR UPDATING

Amendments to the section “THE ISSUER”

Within the section “THE ISSUER”, the table of the sub-section:

(i) “Management Board (Consiglio di Gestione)” appearing on pages 90 and 91 of the Prospectus, after the sentence “The Management Board of Banco Popolare is currently composed of the following members”, shall be replaced by the following:

Office Name Main activities outside the Issuer Chairman Vittorio Coda Vice Chairman Arca SGR S.p.A. Managing Director Pier Francesco Saviotti Director Brembo S.p.A. and Deputy Chairman Director F.c. Internazionale Milano S.p.A. Director Moncler S.p.A. Director Nuovo Trasporto Viaggiatori S.p.A. Director Stefanel S.p.A. Director Tod’s S.p.A. Directors Franco Baronio C.E.O. Banca Popolare di Verona – S.G.S.P. S.p.A. Director Agos-Ducato S.p.A. Director Popolare Vita S.p.A. Director Avipop Assicurazioni S.p.A. Director and Member of Executive Board Istituto Centrale delle Banche Popolari Italiane

Alfredo Cariello C.E.O. Cassa di Risp. di Lucca Pisa Livorno S.p.A

Domenico De Angelis Director Banca Popolare di Lodi S.p.A. C.E.O. Banca Popolare di Novara S.p.A. Maurizio Di Maio Director Banca Popolare di Lodi S.p.A. Director Milano Assicurazioni S.p.A. Chairman Agos-Dicato S.p.A. Maurizio Faroni Chairman Aletti Gestielle Alternative SGR S.p.A. Director Aletti Gestielle SGR S.p.A.

33 Office Name Main activities outside the Issuer Director Banca Popolare di Novara S.p.A. Vice Chairman and Director Efibanca S.p.A.. Director Credito Bergamasco S.p.A. Director Palladio Finanziaria S.p.A. Director Banca Italease S.p.A. Chairman Af Mezzanine SGR S.p.A. Director Borsa Italiana S.p.A. Director Arca SGR S.p.A. Director Venice S.p.A. Aldo Civaschi Vice Chairman of Compagnie Monegasque De Banque in Montecarlo. Luigi Corsi Chairman of the Statutory Auditors Lazzari S.p.A. Chairman of the Statutory Auditors Lazzari Auto S.p.A. Chairman of the Statutory Auditors Fenzi S.p.A. Chairman of the Statutory Auditors Argenteria Artistica Graffignana S.r.l. Statutory Auditor Agricola Sementi S.r.l. Statutory Auditor Dekora S.p.A. Statutory Auditor Ferrari Giovanni Industria Casearia S.p.A. Statutory Auditor Frigotermica S.r.l. Statutory Auditor Lodigiana Maceri S.p.A. C.E.O. Consulenti Associati S.r.l. Bruno Pezzoni Director Società Gestioni Crediti S.p.A. Director Credito Bergamasco S.p.A. Director Banca Aletti S.p.A. Director Efibanca S.p.A. Roberto Romanin Jacur Chairman Oasi Diagram S.p.A. Director SI Holding S.p.A Director Equens Italia S.p.A. Director Panini S.p.A. Vice Chairman Istituto Centrale Banche Popolari Italiane Director Equens SE

34 Office Name Main activities outside the Issuer Andrea Sironi Director Saes Getters S.p.A Vice Chairman Banca Aletti & C. S.p.A.

None of the members of the Management Board have any actual or potential conflicts of interest between their duties to the Issuer and their private interests and/or other duties.

(ii) “Supervisory Board (Consiglio di Sorveglianza)” appearing on pages 92, 93, 94, 95, 96 and 97 of the Prospectus, after “The Supervisory Board is currently composed of the following members” shall be replaced by the following:

Office Name Main activities outside the Issuer Chairman Carlo Fratta Pasini - Vice Deputy Guido Duccio Castellotti Director Istituto Sperimentale Italiano Chairman Lazzaro Spallanzi Vice Chairman Maurizio Comoli Director Fondiaria SAl S.p.A. Chairman of the Board of Statutory Auditors Bastogi S.p.A. Statutory Auditor Brioschi Sviluppo Immobiliare S.p.A. Statutory Auditor Loro Piana S.p.A. Chairman of the Board of Statutory Auditors Mirato S.p.A. Chairman of the Board of Statutory Auditors De Agostini Scuola S.p.A. Statutory Auditor Loro Piana International S.p.A Chairman M.A.M. S.r.l. Chairman Chiarante S.r.l. Chairman C.I.M. S.p.A. Statutory Auditor PPG Univer S.p.A.

Directors: Giuliano Buffelli Chairman of the Board of Statutory Auditors Istituto Centrale delle Banche Popolari Italiane Statutory Auditor Fonderie Ghise e Acciai

35 Office Name Main activities outside the Issuer Speciali S.p.A. Director ltalfim S.p.A. Director Longhi & C. Officine Riunite S.p.A. Costantino Coccoli - Gabriele Camillo Erba Chairman of the Board of Statutory Auditors Banca Popolare di Verona – S. Geminiano e S. Prospero Statutory Auditor Società Gestione Crediti BP S.p.A. Statutory Auditor Calzi S.r.l. Chairman of the Board of Statutory Auditors Casa di Cura Privata S.Giacomo Auditor Fenzi S.p.A. Chairman of the Board of Statutory Auditors Immobiliare Artigiana Lodi e Circondario S.r.l. Statutory Auditor Immobiliare Clafamar S.r.l. Chairman of the Board of Statutory Auditors Immobiliare Gerundum Statutory Auditor Immobiliare Milanese CRA S.r.l. Statutory Auditor Line Servizi per la Mobilità S.p.A. Chairman of the Board of Statutory Auditors Stella Bianca S.p.A. Pietro Buzzi Director Alamo Cement Holding CO Director Buzzi Unicem International SARL Director Buzzi Unicem Investimenti srl Director Dyckerhoff AG Director Fratelli Buzzi S.p.A. Director Ihblux SA Director Presa S.p.A. Director Unical S.p.A. C.E.O. Buzzi Uncem S.p. A. Gianni Filippa C.E.O. PPG Univer S.p.A. C.E.O. Univer Italiana S.p.A.

36 Office Name Main activities outside the Issuer Director Alfa Colori S.r.l. Chairman Color Expert srl C.E.O. S.V.A.L.T.U.R. S.r.l. Chairman Società Ciclistica Pedale Valsesiano Director S.G.P. S.r.l. Dino Pietro Giarda Director Istituto Centrale Europeo di Oncologia srl Chairman and Director Cassa del Trentino S.p.A. Andrea Guidi C.E.O. Impresa Costruzioni Guidi Gino S.p.A. Director Coime S.r.l. Director Costruire S.r.l. Director C.L. Conglomerati S.r.l. Director IMAP S.r.l. Pietro Manzonetto Statutory Auditor RCS Media Group S.p.A. Chairman of the Board of Statutory Auditors Cir S.p.A. Chairman of the Board of Statutory Auditors Gruppo Banca Leonardo S.p.A. Chairman of the Board of Statutory Auditors Allianz S.p.A. Chairman of the Board of Statutory Auditors Allianz Bank Financial Advisor S.p.A. Chairman of the Board of Statutory Auditors Otis S.p.A. Chairman of the Board of Statutory Auditors Otis S.r.l. Chairman of the Board of Statutory Auditors Humanitas Mirasole S.p.A. Maurizio Marino Director Aeroporto Valerio Catullo di Verona Villafranca S.p.A. Enrico Perotti Director CCIAA di Lodi Gian Luca Rana C.E.O. Pastificio Rana S.p.A. Director S.I.S.AG. S.r.l. Director Società Athesis S.p.A. Chairman Verfin S.p.A.

37 Office Name Main activities outside the Issuer Chairman Perinnovare S.p.A. C.E.O. Società Italiana Finanziaria Immobiliare SI.F.I. SpA Director Mamma Lucia S.A. Director Giovanni Rana Deutschland GmbH Sole Director Rana France S.a.r.l. Director Giovanni Rana UK Ltd Director Rana USA Inc. Claudio Rangoni Machiavelli Director T.I.E. S.r.l. Director Casa dell’Agricoltore S.r.l. Fabio Ravanelli Vice Chairman and C.E.O. Mirato S.p.A. C.E.O. Mil 76 S.p.A. Sole Director Moltiplica S.r.l. Director Benefit S.p.A. Alfonso Sonato Statutory Auditor Aeroporto Valerio Catullo di Verona Villafranca S.p.A. Statutory Auditor Aletti & C. Banca di Investimento Mobiliare S.p.A. Chairman of the Statutory Auditors Arda S.p.A. Director Autostrada del Brennero S.p.A. – Brenner Autobahn AG Statutory Auditor Promofin srl Statutory Auditor CEP S.p.A. (Gruppo Calzedonia) Chariman of the Statutory Auditors Compar S.p.A. Statutory Auditor Faiveley Transport Italia S.p.A. Chairman of the Board of Auditors Holding Partecipazioni Immobiliari S.p.A. Chariman of the Statutory Auditors Immobiliare Caselle S.p.A. Chairman Immobiliare Magazzini S.r.l. Chairman of the Board of Auditors Immobiliare Torricelli S.p.A. Statutory Auditor Società Athesis S.p.A. Statutory Auditor Tecres S.p.A. Statutory Auditor Verfin S.p.A.

38 Office Name Main activities outside the Issuer Chairman of the Board of Auditors Perinnovare S.p.A. Chairman of the Board of Auditors Piemmeti – Promozione Chairman of the Board of Auditors Veronafiere Servizi S.p.A. Statutory Auditor Polo Finanziario S.p.A. Chairman of the Board of Auditors Quadrifoglio Verona SpA Chairman of the Board of Auditors Società Editrice Arena –SEA S.p.A. Chairman of the Board of Auditors Casa di Cura Polispecialistica dott. Pederzoli S.p.A. Statutory Auditor TI-BEL S.p.A. Statutory Auditor TL.TI Expo S.p.A. Chairman of the Board of Auditors Verona Porta Sud S.p.A. Statutory Auditor Veronamercato S.p.A. Angelo Squintani - Sandro Veronesi Chairman Calzedonia Holding S.p.A. Chairman Calzedonia S.p.A. Chairman Calzificio Trever S.p.A. Chairman CEP S.p.A. C.E.O Falconeri S.r.l. Chairman Intimo 3 S.p.A. Chairman Ti-Bel S.p.A. Chairman Auver S.r.l. Chairman Calovest S.p.A. Sole Director Savefin S.r.l. Chairman Agribel ss Tommaso Zanini Chairman of the Board of Statutory Auditor AGSM Verona S.p.A. Official Receiver Anson S.r.l. Official Receiver Balrog.S.r.l. Chairman of the Board of Statutory Auditors Bonomi S.p.A. Official Receiver Cofidam – Soc. Fiduciaria di Servizi S.p.A. in lca

39 Office Name Main activities outside the Issuer Auditor Cooperativa Edificatrice Europa Soc. Coop. Auditor Cooperativa Edilizia Castiglione Auditor DELLAS S.p.A. Chairman of the Board of Statutory Auditor Forgreen Chairman of the Board Statutory Auditors H.B.S. Holding Bonomi S.p.A. Chairman of the Board Statutory Auditors H.P.M. – S.p.A. Auditor Istituto Cooperativo Case Popolari Società Coop. Official Receiver Immobiliare Belvedere S.p.A. Chairman of the Board Statutory Auditors Multi Greenpower S.p.A. Statutory Auditor Multiutility S.p.A. Statutory Auditor Mania Tecnologie Italia S.p.A. Chairman of the Board Statutory Auditors Multiutility.net S.p.A. Official Receiver Partincart S.p.A. Statutory Auditor Pernisa Graniti S.r.l. Auditor Quartiere Pindemonte – Soc. Coop. Edilizia Official Receiver Raffaello 80 S.p.A. in lca Auditor S.Barbara – Società Cooperativa Chairman Società Agricola la Tendina S.r.l. Statutory Auditor Tech. PA. S.p.A. Chairman of the Board of Statutory Auditor Traconf S.r.l. Chairman Officina dei Sapori srl Chairman of the Board Statutory Auditors Unione Radiotaxi Verona Società Cooperativa

40 None of the members of the Supervisory Board have any actual or potential conflicts of interest between their duties to the Issuer and their private interests and/or other duties.

(iii) “Board of Advisers (Collegio dei Probiviri)” appearing on page 98 of the Prospectus, after “The Board of Advisers is currently comprised of the following members” shall be replaced by the following:

Office Names Standing members Marco Cicogna, Luciano Codini and Giuseppe Bussi Alternate members Aldo Bulgarelli and Attilio Garbelli.

Amendment to the section “DESCRIPTION OF THE TRANSACTION DOCUMENTS

The definition of “Base Interest” set out in section “Description of the Transaction Documents”, sub-section “Subordinated Loan Agreement” and appearing on page 185 of the Prospectus is hereby replaced as follows:

Base Interest means, with reference to each Issuance Advance, an interest rate equal to the weighted average interest rate, as determined as at each Calculation Date following the relevant Issuance Advance, of any Series or Tranches of Covered Bonds from time to time issued under the Programme which remain outstanding as at such Calculation Date.