Intesa Sanpaolo S.P.A. Intesa Sanpaolo Bank Ireland P.L.C
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PROSPECTUS INTESA SANPAOLO S.p.A. (incorporated as a società per azioni in the Republic of Italy ) as Issuer and, in respect of Notes issued by Intesa Sanpaolo Bank Ireland p.l.c., as Guarantor and INTESA SANPAOLO BANK IRELAND p.l.c. (incorporated with limited liability in Ireland under registered number 125216 ) as Issuer €70,000,000,000 Global Medium Term Note Programme Under the €70,000,000,000 Global Medium Term Note Programme (the " Programme ") described in this Prospectus, Intesa Sanpaolo S.p.A. (" Intesa Sanpaolo ") and Intesa Sanpaolo Bank Ireland p.l.c. (" INSPIRE ") (together, the " Issuers " and, each of them, an " Issuer ") may issue notes (" Notes ") on a continuing basis to one or more of the Dealers named on page 19 and any additional Dealer appointed under the Programme from time to time (each a " Dealer " and together the " Dealers "). References in this Prospectus to the " relevant Dealer " shall be, in the case of an issue of Notes to more than one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to such Dealer. The Notes will be constituted by an amended and restated trust deed dated 9th January, 2009 (as amended, supplemented and/or restated from time to time, the " Trust Deed ") between the Issuers and The Law Debenture Trust Corporation p.l.c. (the " Trustee "). The payments of all amounts due in respect of the Notes issued by INSPIRE (" Guaranteed Notes ") will be unconditionally and irrevocably guaranteed by Intesa Sanpaolo pursuant to the Trust Deed. Pursuant to the Programme, the Issuers may issue Notes denominated in any currency agreed with the relevant Dealer. Notes issued under the Programme will not have denominations of less than €1,000. The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €70,000,000,000 (or its equivalent in other currencies calculated as described herein). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see " Risk Factors " on page 10. This Prospectus has been approved as a base prospectus issued in compliance with Directive 2003/71/EC (the " Prospectus Directive ") by the Commission de Surveillance du Secteur Financier (the " CSSF ") in its capacity as competent authority in Luxembourg for the purposes of the Prospectus Directive. Application has been made by the Issuers for Notes during the period of twelve months after the date hereof 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 the Markets in Financial Instruments Directive 2004/39/EC. In addition, pursuant to Article 18 of the Prospectus Directive, the Issuers have requested the CSSF to issue a certificate of approval of this Prospectus, together with a copy of this Prospectus, to the Irish Financial Services Regulatory Authority in its capacity as competent authority in Ireland. The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the relevant Issuer. Joint Arrangers Banca IMI Deutsche Bank Dealers Banca IMI Barclays Capital BNP PARIBAS BofA Merrill Lynch CALYON Crédit Agricole CIB Citi Commerzbank Credit Suisse Deutsche Bank Dexia Capital Markets Goldman Sachs International HSBC Intesa Sanpaolo S.p.A. J.P. Morgan Morgan Stanley Natixis The Royal Bank of Scotland Société Générale Corporate & Investment Banking UBS Investment Bank The date of this Prospectus is 23rd December, 2009 This Prospectus comprises a base prospectus for each Issuer for the purposes of Article 5.4 of the Prospectus Directive. Any person (an "Investor ") intending to acquire or acquiring any securities from any person (an "Offeror ") should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for the Prospectus only if the Issuer is acting in association with that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with the Issuer. If the Offeror is not acting in association with the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice. Both Intesa Sanpaolo and INSPIRE accept responsibility for the information contained in this document. To the best of the knowledge of each of Intesa Sanpaolo and INSPIRE, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The previous paragraph should be read in conjunction with the second paragraph above. Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in connection with the issue of any Tranche of Notes are the persons named in the applicable Final Terms as the relevant Dealer(s). AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. This Prospectus should be read and construed together with any supplements hereto and with any other information incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes, should be read and construed together with the relevant Final Terms (as defined herein). Both Intesa Sanpaolo and INSPIRE have confirmed to the Dealers that this Prospectus (including for this purpose, each relevant Final Terms) contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee of the Notes) 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 Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee of the Notes) not misleading in any material respect; and that all proper enquiries have been made 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 Prospectus or any other document entered into in relation to the Programme or any information supplied by Intesa Sanpaolo and INSPIRE 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 Intesa Sanpaolo, INSPIRE, the Trustee or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and none of the Dealers or 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 Prospectus. Neither the delivery of this 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 Prospectus is true subsequent to the MILAN-1-270598-v7 - i - 47-40461932 date hereof or the date upon which this Prospectus has been most recently amended or 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 Intesa Sanpaolo, INSPIRE and its consolidated subsidiaries (the " Intesa Sanpaolo Group ") since the date hereof or the date upon which this 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 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 Prospectus or any Final Terms comes are required by each of Intesa Sanpaolo, INSPIRE 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 Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale " and " Form of the Notes and Transfer Restrictions relating to U.S.