Prospectus UBI Banca Covered Bond Programme

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Prospectus TERMS AND CONDITIONS OF THE COVERED BONDS The following is the text of the terms and conditions of the Covered Bonds (the "Conditions" and, each of them, a "Condition"). In these Conditions, references to the "holder" of Covered Bonds and to the "Covered Bondholders" are to the ultimate owners of the Covered Bonds, dematerialised and evidenced by book entries with Monte Titoli in accordance with the provisions of (i) Article 28 of Decree No. 213 and (ii) the joint regulation of 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 from time to time. The Covered Bondholders are deemed to have notice of and are bound by, and shall have the benefit of, inter alia, the terms of the Rules of the Organisation of Covered Bondholders attached to, and forming part of, these Conditions. In addition, the applicable Final Terms in relation to any Tranche of Covered Bonds may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purpose of such Tranche. 1. Introduction (a) Programme Unione di Banche Italiane S.c.p.A. (the "Issuer") has established a Covered Bond Programme (the "Programme") for the issuance of up to Euro10,000,000,000 in aggregate principal amount of covered bonds (the "Covered Bonds") guaranteed by UBI Finance S.r.l. (the "Guarantor"). Covered Bonds are issued pursuant to Article 7-bis of Law No. 130 of 30 April 1999 (as amended, the "Securitisation and Covered Bond Law"), Ministerial Decree No. 310 of the Ministry for the Economy and Finance of 14 December 2006 ("Decree No. 310") and the regulations of the Bank of Italy of 17 May 2007 (the "Bank of Italy Regulations"). (b) Final Terms Covered Bonds are issued in series (each a "Series") and each Series may comprise one or more tranches (each a "Tranche") of Covered Bonds. Each Tranche is the subject of final terms (the "Final Terms") which supplement these terms and conditions (the "Conditions"). The terms and conditions applicable to any particular Tranche of Covered Bonds are these Conditions as supplemented, amended and/or replaced by the relevant Final Terms. In the event of any inconsistency between these Conditions and the relevant Final Terms, the relevant Final Terms shall prevail. (c) Covered Bond Guarantee Each Series of Covered Bonds is the subject of a guarantee dated 30 July 2008 (the "Covered Bond Guarantee") entered into by the Guarantor for the purpose of guaranteeing the payments due from the Issuer in respect of the Covered Bonds of all Series issued under the Programme and to the Other Issuer Creditors. The Covered Bond Guarantee will be collateralised by a cover pool constituted by certain assets assigned from time to time to the Guarantor pursuant to the relevant Master Loans Purchase Agreement (as defined below) and in accordance with the provisions of the Securitisation and Covered Bond Law, Decree No. 310 and the Bank of Italy Regulations. (d) Programme Agreement and Subscription Agreement In respect of each Tranche of Covered Bonds issued under the Programme, the Relevant Dealer(s) (as defined below) has or have agreed to subscribe for the Covered Bonds and pay the Issuer the issue price specified in the Final Terms for the Covered Bonds on the Issue Date under the terms of a programme agreement dated 30 July 2008 (the "Programme Agreement" 1 ) between the Issuer, the Guarantor, the Sellers, the Representative of the Covered Bondholders and the dealer(s) named therein (the "Dealers"), as supplemented (if applicable) by a subscription agreement entered into between the Issuer, the Guarantor and the Relevant Dealer(s) (as defined below) on or around the date of the relevant Final Terms (the "Subscription Agreement"). In the Programme Agreement, the Dealers have appointed BNY Corporate Trustee Services Limited as representative of the Covered Bondholders (in such capacity, the "Representative of the Covered Bondholders"), as described in Condition 14 (Representative of the Covered Bondholders) and pursuant to the Intercreditor Agreement (as defined below), the Programme Agreement and the relevant Final Terms of each Series of Covered Bonds. 1 Note: discuss whether this and other transaction documents should be updated. - 34 -
Prospectus (e) Monte Titoli Mandate Agreement In a mandate agreement with Monte Titoli S.p.A. ("Monte Titoli") (the "Monte Titoli Mandate Agreement"), Monte Titoli has agreed to provide the Issuer with certain depository and administration services in relation to the Covered Bonds. (f) Master Definitions Agreement In a master definitions agreement dated 30 July 2008 (the "Master Definitions Agreement") between certain of the parties to each of the Transaction Documents (as defined below), the definitions of certain terms used in the Transaction Documents have been agreed. (g) The Covered Bonds Except where stated otherwise, all subsequent references in these Conditions to "Covered Bonds" are to the Covered Bonds which are the subject of the relevant Final Terms, but all references to "each Series of Covered Bonds" are to (i) the Covered Bonds which are the subject of the relevant Final Terms and (ii) each other Tranche of Covered Bonds issued under the Programme which remains outstanding from time to time. (h) Rules of the Organisation of the Covered Bondholders The Rules of the Organisation of the Covered Bondholders are attached to, and form an integral part of, these Conditions. References in these Conditions to the "Rules of the Organisation of the Covered Bondholders" include such rules as from time to time modified in accordance with the provisions contained therein and any agreement or other document expressed to be supplemental thereto. (i) Summaries Certain provisions of these Conditions are summaries of the Transaction Documents and are subject to their detailed provisions. Covered Bondholders are entitled to the benefit of, are bound by and are deemed to have notice of all the provisions of the Transaction Documents and the Rules of the Organisation of the Covered Bondholders applicable to them. Copies of the Transaction Documents are available for inspection by the Covered Bondholders during normal business hours at the registered office of the Representative of the Covered Bondholders from time to time and, where applicable, at the Specified Offices of the Principal Paying Agent (as defined below). 2. Definitions and Interpretation (a) Definitions Unless defined under Condition 1 (Introduction) above, in these Conditions the following expressions have the following meanings: "Accrual Yield" has the meaning given in the relevant Final Terms; "Additional Business Centre(s) " means the city or cities specified as such in the relevant Final Terms; "Additional Financial Centre(s) " means the city or cities specified as such in the relevant Final Terms; "Amortisation Test" means the tests which will be carried out pursuant to the terms of the Cover Pool Management Agreement in order to ensure, inter alia, that, on each Calculation Date following the delivery of an Issuer Default Notice (but prior to the service of a Guarantor Default Notice), the Amortisation Test Aggregate Loan Amount will be in an amount at least equal to the aggregate Outstanding Principal Amount of each Series of Covered Bonds as calculated on the relevant date; "Amortisation Test Aggregate Loan Amount" has the meaning given in clause 3.2 of the Cover Pool Management Agreement; "Asset Monitor" means Mazars S.p.A., acting as such pursuant to the engagement letter entered into with the Issuer on or about 30 July 2008 and the Asset Monitoring Agreement; - 35 -
Page 1 and 2: Prospectus UNIONE DI BANCHE ITALIAN
Page 3 and 4: Prospectus Figures included in this
Page 5 and 6: Prospectus INFORMATION INCORPORATED
Page 7 and 8: Prospectus SUPPLEMENTS, FINAL TERMS
Page 9 and 10: Prospectus Structure Overview • P
Page 11 and 12: Prospectus on any Interest Payment
Page 13 and 14: Prospectus the Conditions and the D
Page 15 and 16: Prospectus deferral will occur auto
Page 17 and 18: Prospectus AAA Aaa AAA Governing La
Page 19 and 20: Prospectus Guarantee in respect of
Page 21 and 22: Prospectus of each individual Cover
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Page 25 and 26: Prospectus securities. Generally, t
Page 27 and 28: Prospectus Catastrophic events, ter
Page 29 and 30: Prospectus Reliance on Swap Provide
Page 31 and 32: Prospectus There is no guarantee th
Page 33: Prospectus • the right to request
Page 37 and 38: Prospectus "Calculation Agent" mean
Page 39 and 40: Prospectus "D 1 " is the first cale
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Page 43 and 44: Prospectus "Optional Redemption Dat
Page 45 and 46: Prospectus "Relevant Dealer(s) " me
Page 47 and 48: Prospectus 4. Status and Guarantee
Page 49 and 50: Prospectus (d) ISDA Determination I
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Page 57 and 58: Prospectus (v) Invalidity of the Co
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Page 61 and 62: Prospectus 1. GENERAL RULES OF THE
Page 63 and 64: Prospectus "Voter" means, in relati
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Page 71 and 72: Prospectus Removal and Remuneration
Page 73 and 74: Prospectus TITLE III THE REPRESENTA
Page 75 and 76: Prospectus 28.6 Discretions Save as
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Page 79 and 80: Prospectus 30.7 Certificates of Par
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Page 83 and 84: Prospectus FORM OF FINAL TERMS Set
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Prospectus [Instalment] [The Covere
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Prospectus (xv) Fall back provision
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Prospectus (i) Optional Redemption
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Prospectus These Final Terms compri
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Prospectus 5. [Fixed Rate Covered B
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Prospectus USE OF PROCEEDS The net
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Prospectus Calabria, Vibo Valentia,
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Prospectus (ix) a banking network o
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Prospectus The actual Supervisory B
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Prospectus Name Position Principal
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Prospectus The Supervisory Board al
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Prospectus General Management Name
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Prospectus approvals from CONSOB an
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Prospectus (thousands of Euro) UNIO
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Prospectus (thousands of Euro) UNIO
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Prospectus Defaulted and problem lo
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Prospectus Introduction THE GUARANT
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Prospectus Banca Popolare di Bergam
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Prospectus ( * ) Member of Executiv
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Prospectus Figures in thousands of
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Prospectus Name Franco Bossoni( * )
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Prospectus (In thousands of Euro) 3
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Prospectus of the bank. In accordan
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Prospectus Management Banca Regiona
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Prospectus INCOME STATEMENT (In tho
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Prospectus Detail of amounts due to
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Prospectus Funding Banca Carime's p
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Prospectus Funding Banca di Valle C
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Prospectus Direct funding from cust
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Prospectus Direct funding from cust
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Prospectus Loans to customers as at
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Prospectus Covered Bond Guarantee S
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Prospectus Master Loans Purchase Ag
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Prospectus Master Servicer shall al
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Prospectus receive instructions fro
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Prospectus notice substantially in
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Prospectus price reasonably availab
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Prospectus Rating Downgrade Event U
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Prospectus in the name and on behal
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Prospectus CREDIT STRUCTURE The Cov
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Prospectus "Z" stands for the weigh
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Prospectus "Z" stands for the weigh
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Prospectus Pre-Issuer Event of Defa
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Prospectus (f) (g) (h) (i) Sixth, t
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Prospectus • the payment of which
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Prospectus DESCRIPTION OF CERTAIN R
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Prospectus The issuing bank The Ban
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Prospectus and the Covered Bond Gua
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Prospectus Finally the Prepayment P
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Prospectus authorised intermediary,
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Prospectus Where an Italian residen
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Prospectus terminate at the end of
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Prospectus and (3) an annual net tu
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Prospectus Listing and Admission to
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Prospectus GLOSSARY "Accounts" mean
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Prospectus "Commercial Mortgage Loa
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Prospectus guarantee) by an entity
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Prospectus "Initial Portfolio" mean
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Prospectus "Luxembourg BdB Interest
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Prospectus "Post-Enforcement Priori
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Prospectus "Representative of the C
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Prospectus "Transfer Date" means: (
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Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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