Prospectus Banca delle Marche S.p.A. (incorporated as a joint stock company in the Republic of Italy) €5,000,000,000 Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by Marche Covered Bond 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 "), Banca delle Marche S.p.A. ("Banca Marche " or the "Issuer " or the "Bank ") may from time to time issue covered bonds (the "Covered Bonds ") denominated in any currency agreed between the Issuer and the relevant Dealer(s). 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. Marche Covered Bond 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 assigned and to be assigned to the Guarantor by the Issuer (and/or, as the case may be, by any Additional Seller). 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 as subsequently amended (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. The CSSF assumes no responsibility as to the economic and financial soundness of any transactions under the Programme or the quality or solvency of the Issuer. 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 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 Italian Legislative Decree No. 58 of 24 February 1998 (the "Financial Laws Consolidated Act ") 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 7 (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, a credit rating of A3 by Moody's Investor Service Limited ("Moody's"). Each Series of Covered Bonds may also be rated upon issuance by Fitch Ratings Ltd. ("Fitch " and, together with Moody's, the "Rating Agencies " and, each of them, a "Rating Agency "). Whether or not each credit rating applied for in relation to the 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 (the " CRA Regulation ") will be disclosed in the Final Terms. The credit ratings included or referred to in this Prospectus have been issued by the Rating Agencies, each of which is established in the European Union and is registered under the CRA Regulation (for more information please visit the ESMA webpage http://www.esma.europa.eu/page/List-registered-and-certified-CRAs ). 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. The Covered Bonds issued under the Programme may also not be assigned a rating. ARRANGER AND DEALER J.P. MORGAN The date of this Prospectus is 19 December 2012. - ii- This Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purposes of giving information 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 (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 import of such information. This Prospectus is to be read and construed in conjunction with any supplements hereto, with all documents which are incorporated herein by reference (see "Documents Incorporated by Reference") and, in relation to any Series of Covered Bonds, with the relevant Final Terms. 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 of the Dealers or the Arranger. Neither the delivery of this Prospectus nor any sale made in connection therewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantor since the date hereof or the date upon which this Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor, the Arranger or the Dealers to subscribe for, or purchase, any Covered Bonds.