Credito Emiliano S.P.A

Prospectus Credito Emiliano S.p.A. (incorporated as a joint stock company in the Republic of Italy) €5,000,000,000 Covered Bond Programme (Obbligazioni Bancarie Garantite) unconditionally and irrevocably guaranteed as to payments of interest and principal by CREDEM CB S.r.l. (incorporated as a limited liability company in the Republic of Italy) Except where specified otherwise, capitalised words and expressions in this Prospectus have the meaning given to them in the section entitled "Glossary". Under this €5,000,000,000 covered bond programme (the "Programme"), Credito Emiliano S.p.A. ("CREDEM or the "Issuer" or the "Bank") may from time to time issue covered bonds (obbligazioni bancarie garantite) (the "Covered Bonds") denominated in any currency agreed between the Issuer and the relevant Dealer(s) , pursuant to article 7-bis of Italian law No. 130 of 30 April 1999 (Disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the ―Law 130‖) and regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the ―MEF Decree‖) and the supervisory guidelines of the Bank of Italy of 17 May 2007, as amended from time to time and revised by the Bank of Italy on 24 March 2010 (the ―BoI OBG Regulations‖). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed €5,000,000,000 (or its equivalent in other currencies calculated as described herein, unless increased in accordance with the Programme Documents). The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank pari passu without preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event of a compulsory winding-up of the Issuer, any funds realised and payable to the Bondholders will be collected by the Guarantor on their behalf. CREDEM CB S.r.l. (the "Guarantor") has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee (the "Guarantee") which is backed by a pool of assets (the "Cover Pool") made up, in respect of the Initial Portfolio, of residential mortgage loans and, in respect to any Subsequent Portfolio of residential and/or commercial mortgage loans and possibly of other Eligible Assets (including Public Assets within the limit of 10% of the Cover Pool, provided that such limit may be temporarily exceeded if necessary in order to cure a breach of Tests) assigned and to be assigned to the Guarantor by the Issuer. Recourse against the Guarantor under the Guarantee is limited to the Cover Pool. This Prospectus has been approved as a base prospectus issued in compliance with the Prospectus Directive 2003/71/EC (the "Prospectus Directive") by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the competent authority in the Grand Duchy of Luxembourg for the purposes of the Prospectus Directive. Application has been made for Covered Bonds issued under the Programme during the period of 12 months from the date of this Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. The Programme also permits Covered Bonds to be issued on the basis that (i) they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer or (ii) they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system. An investment in Covered Bonds issued under the Programme involves certain risks. See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in the Covered Bonds. The Covered Bonds will be issued in dematerialised form, or in registered form (the "Registered Covered Bonds"), or in other form as set out in the relevant Final Terms. Covered Bonds issued in dematerialised form will be held on behalf of their ultimate owners by Monte Titoli S.p.A. ("Monte Titoli") for the account of the relevant Monte Titoli account holders. Monte Titoli will also act as depository for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). The Covered Bonds issued in dematerialised form will at all times be evidenced by book-entries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 (the "Decree No. 213") and with the joint regulation of the Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy dated 22 February 2008 and published in the Official Gazette No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in dematerialised form. The Covered Bonds will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in Condition 10 (Redemption and Purchase)). Unless previously redeemed in full in accordance with the Conditions, the Covered Bonds of each Series will be redeemed at their Final Redemption Amount on the relevant Maturity Date (or, as applicable, the Extended Maturity Date), subject as provided in the relevant Final Terms. As at the date of this Prospectus, payments of interest and other proceeds in respect of the Covered Bonds may be subject to withholding or deduction for or on account of Italian substitute tax, in accordance with Italian Legislative Decree No. 239 of 1 April 1996 (the "Decree No. 239"), as amended and supplemented from time to time, and any related regulations. Upon the occurrence of any withholding or deduction for or on account of tax from any payments under any Series of Covered Bonds, neither the Issuer nor any other person shall have any obligation to pay any additional amount(s) to any holder of Covered Bonds any Series. For further details see the section entitled "Taxation". Each Series of Covered Bonds may or may not be assigned a rating by one or more Rating Agencies. Each Series of Covered Bonds issued under the Programme, if rated, is expected to be assigned, unless otherwise stated in the applicable Final Terms, the following credit ratings: Aaa by Moody's Investor Service Limited ("Moody's") and/or AAA by Fitch Ratings Ltd. ("Fitch" and, together with Moody's, the "Rating Agencies" and, each of them, a "Rating Agency"). A credit 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. ARRANGERS AND DEALERS MILAN-1-286584-v23 47-40467383 BARCLAYS BANK PLC SOCIETE GENERALE Corporate & Investment Banking DEALERS BNP PARIBAS CREDITE AGRICOLE Corporate and CREDIT SUISSE Investment Bank HSBC ING Commercial Banking NATIXIS THE ROYAL BANK OF SCOTLAND UBS Investment Bank UNICREDIT BANK The date of this Prospectus is 2 December 2010. MILAN-1-286584-v23 - ii - 47-40467383 This Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purposes of giving information with regard to the Issuer, the Guarantor and the Covered Bonds which, according to the particular nature of the Covered Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and of the Guarantor and of the rights attaching to the Covered Bonds. The Issuer and the Guarantor (the latter solely for the section entitled "The Guarantor") accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer and the Guarantor (the latter solely for the section entitled "The Guarantor") (having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus (and for the Guarantor, in the section "The Guarantor" only) is in accordance with the facts and does not omit anything likely to affect the importance of such information. Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus (and, therefore, acting in association with the Issuer) in connection with an offer of Covered Bonds are the persons named in the applicable Final Terms as the relevant Dealer(s). This Prospectus is to be read and construed in conjunction with any supplement hereto, with all documents which are incorporated herein by reference (see "Documents Incorporated by Reference") and form part of this Prospectus, and, in relation to any Series of Covered Bonds, with the relevant Final Terms. Full information on the Issuer, the Guarantor and any Series of Covered Bonds is only available on the basis of the combination of the Prospectus, any supplements, the relevant Final Terms and the documents incorporated by reference. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Covered Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, the Representative of the Bondholders or any

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