BASE PROSPECTUS DATED 20 DECEMBER 2017 Intesa Sanpaolo S.p.A. (incorporated as a joint stock company under the laws of the Republic of Italy) €30,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme unsecured and unconditionally and irrevocably guaranteed as to payments of interest and principal by ISP OBG S.r.l. (incorporated as a limited liability company under the laws of the Republic of Italy) The €30,000,000,000 Covered Bond Programme (the Programme) described in this base prospectus (the Base Prospectus) has been established by Intesa Sanpaolo S.p.A. (Intesa Sanpaolo or the Issuer) for the issuance of obbligazioni bancarie garantite (the Covered Bonds) guaranteed by ISP OBG S.r.l pursuant to Article 7-bis of law of 30 April 1999, No. 130 (Law 130) and regulated by the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310 (the MEF Decree) and the supervisory instructions of the Bank of Italy relating to covered bonds under Third Part, Chapter 3, of the circular no. 285 dated 17 December 2013, containing the "Disposizioni di vigilanza per le banche" as further implemented and amended (the BoI OBG Regulations and, together with Law 130 and the MEF Decree, the OBG Regulations). ISP OBG S.r.l. (ISP OBG or the Covered Bond Guarantor) issued a first demand (a prima richiesta), autonomous, unconditional and irrevocable (irrevocabile) guarantee (garanzia autonoma) securing the payment obligations of the Issuer under the Covered Bonds (the Covered Bond Guarantee), in accordance with the provisions of Law 130 and of the MEF Decree. The obligation of payment under the Covered Bond Guarantee shall be limited recourse to the Portfolio and the Available Funds (as defined in the section headed "Terms and Conditions of the Covered Bonds"). This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent authority for the purposes of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EC and any relevant implementing measure in the relevant Member State of the European Economic Area) (the Prospectus Directive), as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving information with regard to the issue of Covered Bonds under the Programme during the period of twelve (12) months after the date hereof. By approving this Base Prospectus the CSSF assumes no responsibility as to the economic and financial opportuneness of the transaction or the quality and solvency of the Issuer in line with the provisions of article 7(7) of the Prospectus Law dated 10 July 2005. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the section headed "Glossary", unless otherwise defined in the specific section of this Base Prospectus in which they are used. Under the Programme, the Issuer may issue Covered Bonds denominated in any currencies, including Euro, UK Sterling, Swiss Franc, Japanese Yen and US Dollar. Interest on the Covered Bonds shall accrue monthly, quarterly, semi-annually, annually or on such other basis as specified in the relevant Final Terms, in arrears at fixed or floating rate, increased or decreased by a margin. The Issuer may also issue Covered Bonds at a discounted price with no interest accruing and repayable at nominal value (zero-coupon Covered Bonds). The terms of each Series will be set forth in the Final Terms relating to such Series prepared in accordance with the provisions of this Base Prospectus and, if listed, to be delivered to the Luxembourg Stock Exchange on or before the date of issue of such Series. Application has been made for Covered Bonds to be admitted to listing on the official list and trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. In addition, the Issuer and each Relevant Dealer named under the section headed "Subscription and Sale" may agree to make an application to list a Series on any other stock exchange as specified in the relevant Final Terms. The Programme also permits Covered Bonds to be issued on an unlisted basis. The Covered Bonds to be issued on or after the date hereof will be held in dematerialised form. The Covered Bonds issued in dematerialised form will be held on behalf of their ultimate owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli Account Holders. The expression Monte Titoli Account Holders means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depositary banks appointed by Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Bruxelles as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme, 42 Avenue JF Kennedy, L-1855, Luxembourg (Clearstream). Each Series of Covered Bonds issued in dematerialised form will be deposited with Monte Titoli on the relevant Issue Date (as defined in the section headed "Terms and Conditions of the Covered Bonds"). Monte Titoli shall act as depositary for Clearstream and Euroclear. The Covered Bonds issued in dematerialised form will at all times be held in book entry form and title to the Covered Bonds issued in dematerialised form will be evidenced by book entries in accordance with the provisions of Italian Legislative Decree No. 58 of 24 February 1998 (the Financial Law) and implementing regulation 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 of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) 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. Before the Maturity Date the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as set out in Condition 8 (Redemption and Purchase). Each Series is expected, upon the relevant issue, to be assigned a rating as specified in the relevant Final Terms by DBRS Ratings Limited (DBRS). Conditions precedent to the issuance of any Series include that a rating letter assigning the rating to such Series of Covered Bonds is issued by the Rating Agency. Whether or not the credit rating applied for in relation to relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended, the CRA Regulation) will be disclosed in the Final Terms. The credit ratings included or referred to in this Base Prospectus have been issued by DBRS, which is established in the European Union and is registered under the CRA Regulation. As such DBRS is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website http://www.esma.europa.eu/page/List-registered-and-certified-CRAs, in accordance with such Regulation. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold Covered Bonds and may be subject to revision or withdrawal by the Rating Agency. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Covered Bonds, see the section headed "Risk Factors" of this Base Prospectus. Arrangers Banca IMI, Barclays and Intesa Sanpaolo Dealers Banca IMI and Intesa Sanpaolo TABLE OF CONTENTS RISK FACTORS.................................................................................................................................................2 RESPONSIBILITY STATEMENTS................................................................................................................47 STRUCTURE DIAGRAM ...............................................................................................................................50 DESCRIPTION OF THE ISSUER...................................................................................................................83 DESCRIPTION OF THE SELLERS..............................................................................................................117 DESCRIPTION OF THE COVERED BOND GUARANTOR .....................................................................126 DESCRIPTION OF THE ASSET MONITOR...............................................................................................132 DESCRIPTION OF THE PORTFOLIO.........................................................................................................133 COLLECTION AND RECOVERY PROCEDURES ....................................................................................136 CREDIT STRUCTURE..................................................................................................................................144 ACCOUNTS AND CASH FLOWS ...............................................................................................................152 USE