Prospectus UBI Banca Covered Bond Programme

Prospectus
in the name and on behalf of the Guarantor, in the interest of the Covered Bondholders and for the benefit of the
Other Creditors all the Guarantor's right with reference to certain Transaction Documents.
Governing law
The Mandate Agreement is governed by Italian law.
Deeds of Pledge
Deed of Pledge
On 30 July 2008, the Guarantor and the Representative of the Covered Bondholders entered into the Deed of
Pledge under which, without prejudice and in addition to any security, guarantee and other right provided by the
Securitisation and Covered Bond Law and the Deed of Charge securing the discharge of the Guarantor's
obligations to the Covered Bondholders and the Other Creditors, the Guarantor has pledged in favour of the
Covered Bondholders and the Other Creditors all monetary claims and rights and all the amount arising
(including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Guarantor
is or will be entitled to from time to time pursuant to certain Transaction Documents, with the exclusion of the
Cover Pool and the Collections. The security created pursuant to the Deed of Pledge will become enforceable
upon the service of a Guarantor Default Notice.
Issuer Deed of Pledge
On or about the Issue Date of the first Tranche of Covered Bonds issued under the Programme, the Issuer and the
Guarantor will enter into the Issuer Deed of Pledge under which the Issuer has pledged in favour of the
Guarantor all current and future monetary claims and rights (including payment for claims, indemnities,
damages, penalties, credits and guarantees) to which the Issuer is or will be entitled to from time to time pursuant
to certain intercompany loan agreements entered into by itself as intercompany lender and each Seller which is
or may from time to time become an intercompany borrower under such intercompany loan agreement. The
security created pursuant to the Issuer Deed of Pledge is intended to secure all amounts that are or shall be due to
the Guarantor by the Issuer, as a consequence of the enforcement of the Covered Bond Guarantee by way of
regresso or surrogazione in accordance with article 1950 of the Italian Civil Code and will become enforceable
upon the relevant secured obligations becoming due and payable as a consequence of the (i) delivery of an Issuer
Default Notice on the Issuer and the Guarantor; (ii) enforcement of the Covered Bond Guarantee and (iii)
payment by the Guarantor of any or all the Guaranteed Amounts to the Covered Bondholders and/or the Other
Issuer Creditors.
Governing law
The Deed of Pledge and the Issuer Deed of Pledge are governed by Italian law.
Luxembourg Deed of Pledge
On 30 July 2008, the Guarantor and the Representative of the Covered Bondholders entered into the
Luxembourg Deed of Pledge under which the Guarantor has pledged in favour of the Covered Bondholders and
the Other Creditors any claim standing to the credit balance of the Luxembourg Accounts as well as any other
claim the Guarantor may have against the Luxembourg Account Bank in relation to the Luxembourg Accounts
regardless of the nature thereof and including, for the avoidance of doubt, any pecuniary claim for the payment
of the relevant credit balance as well as any other pecuniary claim, regardless of the nature thereof in relation to
the Luxembourg Accounts, including, for the avoidance of doubt, any pecuniary claim for the payment of the
interests paid into the Accounts. The security created pursuant to the Luxembourg Deed of Pledge will become
enforceable upon the service of a Guarantor Default Notice.
Governing law
The Luxembourg Deed of Pledge is governed by Luxembourg law.
Deed of Charge
On or about the date of the first issue of the Covered Bonds in respect of which a Swap Provider to the
Guarantor is a non-Italian entity, the Guarantor will enter into the Deed of Charge with the Representative of the
Covered Bondholders pursuant to which, without prejudice and in addition to any security, guarantees and other
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