Italiane

AVVISO n.8018 11 Maggio 2009 SeDeX − LEV. CERTIFICATES

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: ABN AMRO BANK

Oggetto : Inizio delle negoziazioni Leverage Certificates (su azioni) "ABN AMRO Bank N.V."

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Mini Futures Long e Short Certificates su Azioni

Italiane

Emittente: ABN AMRO Bank N.V.

Rating Emittente: Società Long Data

di Rating Term Report

Moody’s Aa2 01/03/2008

Standard & Poor’s AA- 01/10/2008

Fitch AA- 01/10/2008

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 12 maggio 2009

Mercato di quotazione: Borsa - Comparto SEDEX, “Leverage Certificates”

Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.

IA.5.1.6 delle Istruzioni

Operatore incaricato ad

assolvere l’impegno di quotazione: ABN AMRO Bank N.V.

Codice specialist: 1393

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Mini Futures Long e Short Certificates su Azioni Italiane

Serie in negoziazione: vedasi scheda riepilogativa delle caratteristiche dei

securitised derivatives

Quantitativo minimo di

negoziazione di ciascuna serie: vedasi scheda riepilogativa delle caratteristiche dei

securitised derivatives (colonna “Lotto Neg.”)

Impegno giornaliero ad esporre prezzi denaro e lettera

per ciascuna serie: vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives (colonna “X.Xxxxx M.M.”)

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

Data di Scadenza: 19/04/2019 (soggetta a Issuer Call come definita nelle Product Conditions)

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 12 maggio 2009, gli strumenti finanziari Mini Futures Long e Short Certificates su Azioni Italiane (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inserite nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei securitised derivatives.

Serie

Isin Sigla SIA Descrizione Sottostante Tipo Strike Scad. Parità/

Val.

Nominale

Ammontare Lotto Neg. LottiMM Barriera

1	NL0009055557	N05555	215770	ABNBMPSML,9D19	Bca Monte dei Paschi Siena	Bull	0,9	19/04/2019	0,1	8000000	10	8000	0,97
2	NL0009055565	N05556	215771	ABNBMPSML1,05D19	Bca Monte dei Paschi Siena	Bull	1,05	19/04/2019	0,1	8000000	10	15000	1,13
3	NL0009055573	N05557	215772	ABNPMIML3,5D19	Banca Popolare di Milano	Bull	3,5	19/04/2019	0,1	2000000	10	3500	3,75
4	NL0009055581	N05558	215773	ABNBPML4D19	Banco Popolare	Bull	4	19/04/2019	0,1	3000000	10	3000	4,28
5	NL0009055599	N05559	215774	ABNENIML13,5D19	ENI	Bull	13,5	19/04/2019	0,1	1000000	10	1500	14,18
6	NL0009055607	N05560	215775	ABNFML6D19	Fiat	Bull	6	19/04/2019	0,1	1200000	10	1500	6,42
8	NL0009055623	N05562	215777	ABNGML12D19	Generali Assicurazioni	Bull	12	19/04/2019	0,1	600000	10	900	12,84
9	NL0009055631	N05563	215778	ABNISPML1,75D19	INTESA SANPAOLO	Bull	1,75	19/04/2019	0,1	8000000	10	5000	1,84
10	NL0009055649	N05564	215779	ABNISPML1,9D19	INTESA SANPAOLO	Bull	1,9	19/04/2019	0,1	8000000	10	8000	2
11	NL0009055656	N05565	215780	ABNMBML6,5D19	Mediobanca	Bull	6,5	19/04/2019	0,1	600000	10	1500	6,96
12	NL0009055664	N05566	215781	ABNTISML,28D19	Tiscali	Bull	0,28	19/04/2019	0,1	12000000	10	15000	0,3

Serie

Isin Sigla SIA Descrizione Sottostante Tipo Strike Scad. Parità/

Val.

Nominale

Ammontare Lotto Neg. LottiMM Barriera

13	NL0009055672	N05567	215782	ABNTISML,33D19	Tiscali	Bull	0,33	19/04/2019	0,1	12000000	10	15000	0,36
14	NL0009055680	N05568	215783	ABNUBIML8D19	Ubi Banca	Bull	8	19/04/2019	0,1	1000000	10	1500	8,56
15	NL0009055698	N05569	215910	ABNUCGML1,25D19	Unicredit	Bull	1,25	19/04/2019	0,1	12000000	10	4500	1,32
16	NL0009055706	N05570	215911	ABNUCGML1,45D19	Unicredit	Bull	1,45	19/04/2019	0,1	12000000	10	7000	1,53
17	NL0009055714	N05571	215912	ABNUCGML1,6D19	Unicredit	Bull	1,6	19/04/2019	0,1	12000000	10	11000	1,68
19	NL0009055730	N05573	215914	ABNFMS10,2D19	Fiat	Bear	10,2	19/04/2019	0,1	1000000	10	1500	9,48
20	NL0009055748	N05574	215915	ABNMBMS11D19	Mediobanca	Bear	11	19/04/2019	0,1	1000000	10	900	10,23
21	NL0009055755	N05575	215916	ABNUCGMS2,5D19	Unicredit	Bear	2,5	19/04/2019	0,1	10000000	10	4000	2,37

Risk Factors

The Issuer believes that the following factors may affect its ability to fulfil its obligations under Securities issued. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with Securities issued are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Securities issued, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Securities, or to perform any delivery obligations in relation to the Securities, may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Securities are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

Before making an investment decision with respect to any Securities, prospective investors should consult their own stockbroker, bank manager, lawyer, accountant or other financial, legal and tax advisers and carefully review the risks entailed by an investment in the Securities and consider such an investment decision in the light of the prospective investor’s personal circumstances.

Words and expressions defined elsewhere in this Base Prospectus shall have the same meaning in this section.

Factors that may affect the Issuer’s ability to fulfil its obligations under Securities issued

Each potential investor in the Securities should refer to the Risk Factors section of the Registration Document for a description of those factors which may affect the Issuer’s ability to fulfil its obligations under Securities issued.

Factors which are material for the purpose of assessing the market risks associated with Securities issued

The Securities are certificates which entail particular risks

Certificates are investment instruments which, at maturity or expiration either pay an amount determined by reference to the level of the underlying currency, commodity, index (including in the case of an index, the index and its constituent elements), stock, bond or other product (together, the “Underlying”) or deliver the Underlying, subject to the certificate entitlement. As such, certificates

entail the same level of risk as a direct investment in the Underlying. Investors should be aware that their entire investment may be lost in the event that the Underlying is valued at zero. Unlike direct investments, investors are not able to hold certificates beyond their stated maturity or expiration date in the expectation of a recovery in the price of the Underlying.

The price at which a holder will be able to sell certificates prior to maturity or expiration may be at a potentially substantial discount to the market value of the certificates at the issue date, if, at such time and in addition to any other factors, the value of the Underlying is below, equal to or not sufficiently above the value of the Underlying at the issue date.

Airbag certificates are similar to ordinary certificates except that the return to the Holder is subject to a minimum amount unless the Underlying drops below a predetermined level. The Holder is entitled to an increased return if the Underlying rises above its level as of the Pricing Date. These certificates cannot be exercised by the Holder but instead are automatically exercised at maturity.

Discount certificates are similar to ordinary certificates, except that the return to the Holder is effectively capped. These certificates cannot be exercised by the Holder but instead are automatically exercised at maturity.

Bonus certificates are similar to ordinary certificates except that the Underlying is monitored during the life of the certificates. If the Underlying is at or below a strike level at any point during the life of the certificates then a “knock-out event” is deemed to have occurred and at expiration or maturity the Holder will receive an amount equivalent to the value of the Underlying as of the expiration or maturity. If a knock-out event has not occurred at any point during the life of the certificates then the Holder will receive at least the amount originally invested, and more if the level of the Underlying at expiration or maturity is at or above the level as of the Issue Date. These certificates cannot be exercised by the Holder but instead are automatically exercised at maturity.

Double-up certificates are similar to ordinary certificates except that a Strike Price is set at the issue of the certificates equal to or around the level of the Underlying at that time. If the Underlying on expiration or maturity is at or above the Strike Price, then the Holder will receive an amount equal to the value of the Underlying plus the difference between the value of the Underlying and the Strike Price, effectively “doubling-up” the increase performance of the Underlying. The amount received by the Holder will however be subject to a maximum amount. These certificates cannot be exercised by the Holder but instead are automatically exercised at maturity.

Express certificates are similar to ordinary certificates except that the certificates may provide that they will be subject to automatic early termination in certain circumstances. To the extent that, at the maturity of the certificates, the Underlying has risen above its level at the Pricing Date, the Holder will participate in such rise, but such returns may be subject to a maximum amount. To the extent that, at the maturity of the certificates, the Underlying has fallen below its level at the Pricing Date,

the Holder may receive less than the amount invested and, in certain cases, could lose its entire investment.

Rolling covered call certificates are strategy certificates without a fixed redemption date that track the performance of the Strategy set out in the applicable Final Terms. Rolling covered call certificates may, as specified in the applicable Final Terms, entitle holders to payment of a coupon or an Interim Settlement Amount on such dates and at such amounts as are set out in the applicable Final Terms. If specified in the applicable Final Terms, the Issuer will be entitled to terminate a rolling covered call certificate upon such notice as is set out in the applicable Final Terms.

Equity certificates are certificates where the Underlying is a share. Equity certificates are not open end certificates. Equity certificates may be cash settled or physically settled. Cash settled certificates pay, upon exercise, a cash amount determined by reference to the value of the Underlying. Physically settled certificates entitle the holder, upon exercise, to delivery of a defined amount of the Underlying and a cash payment in respect of any fractional entitlement.

Rolling mini certificates have no fixed expiration date or maturity date but will instead continue indefinitely until they are exercised by the Holder, terminated by the Issuer, or knocked out. Certain elements, including but not limited to the current leverage factor, the level of the Underlying and the value of the certificates, may be observed to determine whether adjustments need to be made to any of the terms and conditions of the certificates to maintain the leverage within certain limits. In addition to such adjustments, the Holder could be entitled to an interim payment.

Spread certificates are leverage type investment instruments, which are not comparable to a direct investment in the underlying assets, because the value of the certificates is linked to the relative performance between two underlying assets comprising a long position in one underlying asset and a short position in another underlying asset. This relative performance is expressed as a percentage rate. Investors must expect to suffer a loss if the relative performance is negative. Leverage is a mechanism which allows for greater exposure to the market than the face value of an investment. In spread certificates the amount of leverage is limited and it is achieved by using short positions. Due to the employment of leverage the certificates could be subject to greater losses and greater fluctuations in the Certificate Value than non-leverage securities. The maximum loss to the investor is the initial amount invested. A feature of spread certificates is the stop-loss, which if breached will result in the early termination of the certificate. A further feature is the Issuer Automatic Call feature. Investors should be aware that the Issuer will terminate/call the spread certificates if the Certificate Value falls below a certain level or if the leverage is above a certain level. A stop-loss event or Issuer Automatic Call Event is based on closing levels of the Underlying. Therefore, potential investors should understand that movements in the market value of the Underlying during exchange trading hours could result in a breach of the predefined thresholds, but this may not trigger a stop-loss or Issuer

Automatic Call until the closing levels of the Underlying are available. The relative performance, leverage and Certificate Value are determined by certain mathematical formulae based on closing levels/prices, and potential investors should make sure that they understand these formulae and their interconnection prior to investing in the spread certificates. In the event of termination, unlike direct investments, as the certificates now have a limited term, investors are not able to hold them beyond the termination date in the expectation of a recovery in the price of the underlying spread.

Where the settlement currency is different to the underlying currency, a spread certificate may have a quanto feature (effectively a fixed rate of exchange between the two currencies for the duration of the certificate) and the Issuer may charge the Holder for arranging and maintaining such quanto feature by way of reducing the amount received by the Holder on exercise or termination.

The Securities may not be a suitable investment for all investors

Each potential investor in the Securities must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(a) have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits and risks of investing in the Securities and the information contained or incorporated by reference in this Base Prospectus or any applicable Final Terms;

(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Securities and the impact the Securities will have on its overall investment portfolio;

(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities, including Securities with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;

(d) understand thoroughly the terms of the Securities and be familiar with the behaviour of any relevant indices and financial markets; and

(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Securities are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Securities which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Securities will perform under changing conditions, the resulting

effects on the value of the Securities and the impact this investment will have on the potential investor’s overall investment portfolio.

The value of the Securities may fluctuate

The value of the Securities may move up and down between their date of purchase and their exercise date or maturity date (as the case may be). Holders of Securities (the “Holders”) may sustain a total loss of their investment (unless the Securities are of a type in which capital is protected). Prospective purchasers should therefore ensure that they understand fully the nature of the Securities before they invest in the Securities.

Several factors, many of which are beyond the Issuer’s control, will influence the value of the Securities at any time, including the following:

(a) Valuation of the Underlying. The market price of the Securities at any time is expected to be affected primarily by changes in the level of the Underlying to which such Securities are linked. It is impossible to predict how the level of the relevant Underlying will vary over time. Factors which may have an affect on the value of the Underlying include the rate of return of the Underlying and the financial position and prospects of the issuer of the Underlying or any component thereof. In addition, the level of the Underlying may depend on a number of interrelated factors, including economic, financial and political events and their effect on the capital markets generally and relevant stock exchanges. Potential investors should also note that whilst the market value of the Securities is linked to the relevant Underlying and will be influenced (positively or negatively) by it, any change may not be comparable and may be disproportionate. It is possible that while the Underlying is increasing in value, the value of the Securities may fall. Further, where no market value is available for an Underlying, the Calculation Agent may determine its value to be zero notwithstanding the fact that there may be no Market Disruption Event and/or no Potential Adjustment Events which apply.

(b) Interest Rates. Investments in the Securities may involve interest rate risk with respect to the currency of denomination of the Underlying and/or the Securities. A variety of factors influence interest rates such as macro economic, governmental, speculative and market sentiment factors. Such fluctuations may have an impact on the value of the Securities at any time prior to valuation of the Underlying relating to the Securities.

(c) Volatility. The term “volatility” refers to the actual and anticipated frequency and magnitude of changes of the market price with respect to an Underlying. Volatility is affected by a number of factors such as macro economic factors, speculative trading and supply and demand in the options, futures and other derivatives markets. Volatility of an Underlying will

move up and down over time (sometimes more sharply than others) and different Underlyings will most likely have separate volatilities at any particular time.

(d) Exchange Rates. Even where payments in respect of the Securities are not expressly linked to a rate or rates of exchange between currencies, the value of the Securities could, in certain circumstances, be affected by such factors as fluctuations in the rates of exchange between any currency in which any payment in respect of the Securities is to be made and any currency in which the Underlying is traded, appreciation or depreciation of any such currencies and any existing or future or governmental or other restrictions on the exchangeability of such currencies. There can be no assurance that rates of exchange between any relevant currencies which are current rates at the date of issue of any Securities will be representative of the relevant rates of exchange used in computing the value of the relevant Securities at any time thereafter. Where Securities are described as being “quantoed”, the value of the Underlying will be converted from one currency (the “Original Currency”) into a new currency (the “New Currency”) on the date and in the manner specified in, or implied by, the Conditions using a fixed exchange rate. The cost to the Issuer of maintaining such a fixing between the Original Currency and the New Currency will have an implication on the value of the Securities. The implication will vary during the term of the Securities. No assurance can be given as to whether or not, taking into account relative exchange rate and interest rate fluctuations between the Original Currency and the New Currency, a quanto feature in a Security would at any time enhance the return on the Security over a level of a similar security issued without such a quanto feature.

(e) Disruption. If so indicated in the Conditions, the Calculation Agent may determine that a Market Disruption Event (which includes Emerging Market Disruption Events) has occurred or exists at a relevant time. Any such determination may affect the value of the Securities and/or may delay settlement in respect of the Securities. In addition, if so indicated in the Conditions, a Calculation Agent may determine that a Settlement Disruption Event has occurred or exists at any relevant time in relation to a physically settled certificate. Any such determination may cause a delay in delivery of the Underlying and, where a cash price equivalent to the value of the Underlying is paid in lieu of delivery of the Underlying, the cash price paid may be adversely affected.

Prospective purchasers should review the Conditions to ascertain whether and how such provisions apply to the Securities.

(f) Creditworthiness. Any person who purchases the Securities is relying upon the creditworthiness of the Issuer and of Holding (pursuant to its declaration under Article 2:403 of the Netherlands Civil Code) and has no rights against any other person. The Securities

constitute general, unsecured, contractual obligations of the Issuer and of no other person. The Securities rank pari passu among themselves.

There may not be a secondary market in the Securities

Potential investors should be willing to hold the Securities through their life. The nature and extent of any secondary market in the Securities cannot be predicted. As a consequence any person intending to hold the Securities should consider liquidity in the Securities as a risk. If the Securities are listed or quoted on an exchange or quotation system this does not imply greater or lesser liquidity than if equivalent Securities were not so listed or quoted. However, if Securities are not listed or quoted there may be a lack of transparency with regard to pricing information. Liquidity may also be affected by legal restrictions on offers for sale in certain jurisdictions. The Issuer may affect the liquidity of the Securities by purchasing and holding the Securities for its own account during trading in the secondary market. Any such Securities may be resold at any time into the market.

Purchasing the Securities as a hedge may not be effective

Any person intending to use the Securities as a hedge instrument should recognise the correlation risk. The Securities may not be a perfect hedge to an Underlying or portfolio of which the Underlying forms a part. In addition, it may not be possible to liquidate the Securities at a level which directly reflects the price of the Underlying or portfolio of which the Underlying forms a part.

Actions taken by the Issuer may affect the value of the Securities

The Issuer and/or any of its affiliates may carry out activities that minimise its and/or their risks related to the Securities, including effecting transactions for their own account or for the account of their customers and hold long or short positions in the Underlying whether for risk reduction purposes or otherwise. In addition, in connection with the offering of any Securities, the Issuer and/or any of its affiliates may enter into one or more hedging transactions with respect to the Underlying. In connection with such hedging or market-making activities or with respect to proprietary or other trading activities by the Issuer and/or any of its affiliates, the Issuer and/or any of its affiliates may enter into transactions in the Underlying which may affect the market price, liquidity or value of the Underlying and/or the Securities and which could be deemed to be adverse to the interests of the Holders. The Issuer and/or its affiliates are likely to modify their hedging positions throughout the life of the Securities whether by effecting transactions in the Underlying or in derivatives linked to the Underlying. Further, it is possible that the advisory services which the Issuer and/or its affiliates provide in the ordinary course of its/their business could lead to an adverse impact on the value of the Underlying.

Holders have no ownership interest in the Underlying

The Securities convey no interest in the Underlying. The Issuer may choose not to hold the Underlying or any derivatives contracts linked to the Underlying. There is no restriction through the issue of the Securities on the ability of the Issuer and/or its affiliates to sell, pledge or otherwise convey all right, title and interest in any Underlying or any derivatives contracts linked to the Underlying.

Actions taken by the Calculation Agent may affect the Underlying

The Calculation Agent is the agent of the Issuer and not the agent of the Holders or any of them. The Issuer may itself act as the Calculation Agent. The Calculation Agent will make such adjustments as it considers appropriate as a consequence of certain corporate actions affecting the Underlying. In making these adjustments the Calculation Agent is entitled to exercise substantial discretion and may be subject to conflicts of interest in exercising this discretion. The Calculation Agent is not required to make adjustments with respect to each and every corporate action.

There may be limitations on a Holder’s right to exercise the Securities

(a) Maximum Exercise Amount. If so indicated in the Conditions, the Issuer will have the option to limit the number of Securities exercisable on any date (other than the final exercise date) to the maximum number so specified and, in conjunction with such limitation, to limit the number of Securities exercisable by any person or group of persons (whether or not acting in concert) on such date. In the event that the total number of Securities being exercised on any date (other than the final exercise date) exceeds such maximum number and the Issuer has elected to limit the number of Securities exercisable on such date, a holder of Securities may not be able to exercise on such date all the Securities that it desires to exercise. In any such case, the number of Securities to be exercised on such date will be reduced until the total number of Securities exercised on such date no longer exceeds such maximum (unless the Issuer otherwise elects), such Securities being selected as specified in the Conditions. Securities tendered for exercise but not exercised on such date will be automatically exercised on the next date on which Securities may be exercised, subject to the same daily maximum limitation and delayed exercise provisions.

Prospective purchasers should review the Conditions to ascertain whether and how such provisions apply to the Securities.

(b) Minimum Exercise Amount. If so indicated in the Conditions, a Holder may have to tender a specified minimum number of the Securities at any one time in order to exercise the Securities. Thus Holders with fewer than the specified minimum number of such Securities will either have to sell their Securities or purchase additional Securities, incurring transaction

costs in each case, in order to realise a return on their investment, and may incur the risk that the trading price of the Securities at that time is different from, in the case of Securities settled in cash (“Cash Settled Securities”), the applicable Cash Amount (as defined in the Product Conditions) or, in the case of Securities settled by way of physical delivery (“Physical Delivery Securities”), the difference between the value of the applicable underlying asset and the exercise price, in each case upon exercise.

Prospective purchasers should review the Conditions to ascertain whether and how such provisions apply to the Securities.

There may be delays in effecting settlement

If the Securities are subject to provisions relating to exercise, then upon their exercise, there will be a time lag between the time a holder of the Securities gives instructions to exercise and the time the applicable Cash Amount (if the Securities are Cash Settled Securities) relating to such exercise is determined. If the Securities are Physical Delivery Securities there will be a time lag following exercise of the Securities until the Share Amount is delivered to the relevant Holder’s account. Any such delay between the time of exercise and the determination of the Cash Amount or delivery of the Share Amount will be specified in the Conditions. However, such delay could be significantly longer, particularly in the case of a delay in exercise of such Securities arising from, as described above, any daily maximum exercise limitation or, as described above, any delay consequent upon the determination by the Calculation Agent that a Market Disruption Event (which includes Emerging Market Disruption Events) or a Settlement Disruption Event occurred at any relevant time. The applicable Cash Amount or Share Amount could decrease or increase from what it would have been but for such delay.

Prospective purchasers should review the Conditions to ascertain whether and how such provisions apply to the Securities.

If the Securities are subject to provisions concerning delivery of a Notice and such notice is received by either the relevant Clearing Agent, with a copy to the Principal Agent after the latest time specified in the Conditions, it will be deemed to be duly delivered on the next following Business Day. Such deemed delay may in the case of Cash Settled Securities increase or decrease the Cash Amount from what it would have been but for such deemed delivery. In the case of Securities which are exercisable on one day only or only during an exercise period any Notice, if not delivered by the latest time specified in the Conditions, shall be void.

If the Securities require a Notice to be delivered before close of business in the place of receipt on the Cut-off Date (as defined in the Product Conditions), then delivery after the Cut-off Date may result in a delay in delivery of the applicable Share Amount (as defined in the Product Conditions).

The failure to deliver any certifications required by the Conditions could result in the loss or inability to receive amounts or deliveries otherwise due under the Securities.

Prospective purchasers should review the Conditions to ascertain whether and how such provisions apply to the Securities.

Securities not exercised in accordance with the Conditions will (where exercise is required) expire worthless.

Taxes may be payable by investors

Potential purchasers and sellers of the Securities should be aware that they may be required to pay stamp taxes or other documentary charges in accordance with the laws and practices of the country where the Securities are transferred. Holders are subject to the provisions of General Condition 8 and payment and/or delivery of any amount due in respect of the Securities will be conditional upon the payment of any Expenses as provided in the Product Conditions.

Potential purchasers who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential purchasers should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.

The Securities may be terminated prior to their stated date

If the Issuer determines that the performance of its obligations under the Securities has become illegal or impractical in whole or in part for any reason or the Issuer determines that it is no longer legal or practical for it to maintain its hedging arrangement with respect to the Securities for any reason, the Issuer may at its discretion and without obligation terminate early the Securities. If the Issuer terminates early the Securities, the Issuer will, if and to the extent permitted by applicable law, pay the holder of each such Security an amount determined by the Calculation Agent to be its fair market value less the cost to the Issuer of unwinding any underlying related hedging arrangements notwithstanding the illegality or impracticality.

Risks associated with Securities held in global form

The Securities (other than equity certificates) will initially be held by or on behalf of one or more clearing systems specified in the applicable Final Terms (each a “Relevant Clearing System”), either in the form of a global Security which will be exchangeable for definitive Securities only in the event of the closure of all Relevant Clearing Systems or in dematerialised form depending on the rules of the Relevant Clearing System. For as long as any Securities are held by or on behalf of a Relevant Clearing System, payments of principal, interest (if any) and any other amounts will be made through the Relevant Clearing System, where required, against presentation or surrender (as the case may be) of any relevant global Security and, in the case of a temporary global Security in bearer form,

certification as to non-U.S. beneficial ownership. The risk is that the bearer or the registered holder, as the case may be, of the relevant global Security, typically a depositary or a nominee for a depositary for the Relevant Clearing System, or, in the case of Securities in dematerialised form, the Relevant Clearing System and not the Holder itself, shall be treated by the Issuer and any Paying Agent as the sole holder of the relevant Securities with respect to the payment of principal, interest (if any) and any other amounts payable in respect of the Securities or any securities deliverable in respect of the Securities.

Securities which are held by or on behalf of a Relevant Clearing System will be transferable only in accordance with the rules and procedures for the time being of the Relevant Clearing System.

Risk associated with nominee arrangements

Where a nominee service provider is used by an investor to hold Securities or such investor holds interests in any Security through accounts with a Relevant Clearing System, such investor will receive payments in respect of principal, interest, (if any) or any other amounts due, or securities deliverable, as applicable, solely on the basis of the arrangements entered into by the investor with the relevant nominee service provider or Relevant Clearing System, as the case may be. Furthermore, such investor must rely on the relevant nominee service provider or Relevant Clearing System to distribute all payments or securities attributable to the relevant Securities which are received from the Issuer. Accordingly, such an investor will be exposed to the credit risk of, and default risk in respect of, the relevant nominee service provider or Relevant Clearing System, as well as the Issuer.

In addition, such a Holder will only be able to sell any Securities held by it prior to their stated maturity date with the assistance of the relevant nominee service provider.

None of the Issuer or any Paying Agent shall be responsible for the acts or omissions of any relevant nominee service provider or Relevant Clearing System nor makes any representation or warranty, express or implied, as to the service provided by any relevant nominee service provider or Relevant Clearing System.

The return on an investment in Securities will be affected by charges incurred by investors

An investor’s total return on an investment in any Securities will be affected by the level of fees charged by the nominee service provider and/or Relevant Clearing System used by the investor. Such a person or institution may charge fees for the opening and operation of an investment account, transfers of Securities, custody services and on payments of interest, principal and other amounts or delivery of securities. Potential investors are therefore advised to investigate the basis on which any such fees will be charged on the relevant Securities.

There may be a change of law which may affect the value of the Security

The Conditions are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible change to English law or administrative practice after the date of this Base Prospectus.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Issuer or the Securities. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Securities. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Securities are legal investments for it, (ii) Securities can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Securities. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Securities under any applicable risk-based capital or similar rules.

Specific risks relating to Equity Certificates

Risks generally applicable where the Underlying is a share in a company listed in an emerging market. Investing in Securities where the Underlying is a share in a company listed in India, Taiwan, China, Korea and other emerging markets involves substantial risks in addition to those risks normally associated with making investments in other countries and other investment products. Accordingly, investment in the equity certificates is only suitable for those investors who are aware of the risks of investing in these countries and who have the knowledge and experience in financial matters necessary to enable them to evaluate the risks and merits of an investment in the equity certificates.

Potential investors should note that the securities markets in emerging market jurisdictions are generally substantially smaller and at times have been more volatile and illiquid than the major securities markets in more developed countries. No assurance can be given that such volatility or illiquidity will not occur in the future. Many such securities markets also have clearance and settlement procedures that are less developed, less reliable and less efficient than those in more developed countries. There may also be generally less governmental supervision and regulation of the securities exchanges and securities professionals in emerging markets than exists in more developed countries.

Disclosure and regulatory standards in emerging markets are in many respects less stringent than standards in more developed countries and there may be less publicly available information about companies in such markets than is regularly published by or about companies in more developed countries. Companies in emerging markets may be subject to accounting standards and requirements that may differ in significant respects from those applicable to companies in more developed countries. The assets and liabilities and profits and losses appearing in the financial statements of such companies may not reflect their financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with generally accepted international accounting principles in more developed countries. The valuation of assets, depreciation, exchange differences, deferred taxation, contingent liabilities and consolidation may also be treated differently than under generally accepted international accounting standards, all of which may affect the valuation of the Underlying.

Risks related to foreign exchange controls. Potential investors should note that payments by the Issuer of the Cash Amount in respect of equity certificates is subject to the ability of the Issuer to sell the Underlying and to there being no foreign exchange control restrictions, including restrictions which prevent the conversion of the Underlying Currency into the Settlement Currency and the transfer of the Settlement Currency to accounts outside the jurisdiction of the Underlying. If any such event occurs at the Valuation Date, it could result in a delay in the determination of the Final Reference Price and the Settlement Date, which delay could be lengthy.

Market disruption. In the event of the occurrence of Market Disruption Event on a Valuation Date, a Payment Date or the Settlement Date, the obligations of the Issuer which are due on such date may be delayed, which delay could be lengthy. A Market Disruption Event includes, but is not limited to, any suspension or limitation of trading on the Exchange or any Related Exchange, the declaration of a general moratorium in respect of banking activities in the country where the Exchange or any Related Exchange is located, the inability of the Issuer (or its affiliate) to unwind its hedge or related trading position relating to the Underlying due to illiquidity and any Emerging Market Disruption Event.

Force majeure. The Issuer reserves the right to delay payments and other obligations to the holder of equity certificates where events occur outside the reasonable control of the Issuer or any of its affiliates and result in the Issuer being unable to fulfil its obligations when such obligations are due including (without limitation) failure of telecommunication or computer facilities, industrial disputes, civil unrest or acts of governmental, regulatory or supranational bodies subject to a maximum period specified in the applicable Final Terms. After such date, all obligations of the Issuer in respect of the relevant Securities shall be discharged.

Final Terms

DATED 1 MAY 2009

Up to 8,000,000 Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.032

Up to 8,000,000 Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.017

Up to 2,000,000 Banca Popolare di Milano Scarl Mini Future Long Certificates Indicative Issue Price: EUR 0.078

Up to 3,000,000 Banco Popolare Societa Cooperativa Mini Future Long Certificates Indicative Issue Price: EUR 0.09

Up to 1,000,000 ENI SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.238

Up to 1,200,000 Fiat SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.19

Up to 1,200,000 Fiat SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.09

Up to 600,000 Assicurazioni Generali SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.303

These Final Terms, the Certificates Base Prospectus, as supplemented from time to time and any additional information with regard to Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates, Banca Popolare di Milano Scarl Mini Future Long Certificates, Banco Popolare Societa Cooperativa Mini Future Long Certificates, ENI SpA Mini Future Long Certificates, Fiat SpA Mini Future Long Certificates and Assicurazioni Generali SpA Mini Future Long Certificates shall be published on the Issuer’s website: xxx.xxxxxxx.xx/xxxxxxx

FINAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Certificates described herein (the “relevant Product Conditions”) as set forth in the Base Prospectus relating to Certificates dated 1 July 2008 (the “Base Prospectus”) as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of each Series of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the registered office of the Issuer at Gustav Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx and copies may be obtained from the Issuer at that address.

These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Certificates described herein and will be attached to any Global Security representing each such Series of the Certificates. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.

The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), Commission Bancaire, Financiere et des Assurances (CBFA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority, the Czech National Bank (CNB), Comisia Nationala a Valorilor Mobiliare (CNVM) and Komisja Nadzoru Finansowego (PFSA) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see “Risk Factors – Actions taken by the Calculation Agent may affect the Underlying” in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.

Issuer: ABN AMRO Bank N.V., acting through its principal office at Xxxxxx Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx or its London branch at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Clearing Agents: Monte Titoli S.p.A., Milan

Euroclear Bank S.A./N.V. as operator of the Euroclear system

Clearstream Banking, société anonyme

Launch Date: 4 May 2009

Subscription Period: Not Applicable As, if and when issued trading: Not Applicable Issue Date: 4 May 2009

Listing: Milan Stock Exchange (SeDeX) or the Regulated Market of the Luxembourg Stock Exchange

Listing Date: The Issue Date or as soon as practicable thereafter

Pricing Date: Not Applicable

Admission to trading: Application will be made for the Securities to be

admitted to trading on the Milan Stock Exchange (SeDeX) or failing such application, on the Regulated Market of the Luxembourg Stock Exchange, with effect from the Listing Date

Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the

market in the event of SeDeX listing, otherwise to Clearing Agents

Principal Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Registrar: None

Agent(s): BNP Paribas Milan

Calculation Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Indication of yield: Not Applicable

EQUITY EXPRESS CERTIFICATES

Series: Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates

Issue Price: EUR 0.032 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 0.97 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 0.9 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency

at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0001334587)

Share Company: Banca Monte dei Paschi di Siena SpA (Bloomberg Code: BMPS IM

<EQUITY>)

Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date

Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex A to the Final Terms and containing all the key characteristics of the Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055557

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: BMPS IM <EQUITY> Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are

recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates

Issue Price: EUR 0.017 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 1.13 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 1.05 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0001334587)

Share Company: Banca Monte dei Paschi di Siena SpA (Bloomberg Code: BMPS IM

<EQUITY>)

Standard Currency: As stated in Product Condition 1 Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date

Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex A to the Final Terms and containing all the key characteristics of the Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055565

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: BMPS IM <EQUITY> Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Banca Popolare di Milano Scarl Mini Future Long Certificates

Issue Price: EUR 0.078 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 3.75 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2.50%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 3.5 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0000064482)

Share Company: Banca Popolare di Milano Scarl (Bloomberg Code: PMI IM <EQUITY>) Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day

immediately preceding the Exercise Date; otherwise (ii) the Exercise Date Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product

Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex B to the Final Terms and containing all the key characteristics of the Banca Popolare di Milano Scarl Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055573

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: PMI IM <EQUITY> Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Banco Popolare Societa Cooperativa Mini Future Long Certificates

Issue Price: EUR 0.09 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 4.28 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2.50%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 4 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0004231566)

Share Company: Banco Popolare Societa Cooperativa (Bloomberg Code: BP IM <EQUITY>) Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day

immediately preceding the Exercise Date; otherwise (ii) the Exercise Date Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product

Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex C to the Final Terms and containing all the key characteristics of the Banco Popolare Societa Cooperativa Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055581

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: BP IM <EQUITY>

Website: xxx.xxxxxxxxxxxxx.xx and xxx.xxxxxxxxxxxxx.xx

Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: ENI SpA Mini Future Long Certificates

Issue Price: EUR 0.238 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 14.18 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 5%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 13.5 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0003132476) Share Company: ENI SpA (Bloomberg Code: ENI IM <EQUITY>)

Standard Currency: As stated in Product Condition 1 Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day

immediately preceding the Exercise Date; otherwise (ii) the Exercise Date Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product

Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex D to the Final Terms and containing all the key characteristics of the ENI SpA Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055599

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: ENI IM <EQUITY> Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Fiat SpA Mini Future Long Certificates

Issue Price: EUR 0.19 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 6.42 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 6 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0001976403) Share Company: Fiat SpA (Bloomberg Code: F IM <EQUITY>)

Standard Currency: As stated in Product Condition 1 Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day

immediately preceding the Exercise Date; otherwise (ii) the Exercise Date Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product

Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex E to the Final Terms and containing all the key characteristics of the Fiat SpA Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055607

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: F IM <EQUITY>

Website: xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Fiat SpA Mini Future Long Certificates

Issue Price: EUR 0.09 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 7.49 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 7 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0001976403) Share Company: Fiat SpA (Bloomberg Code: F IM <EQUITY>)

Standard Currency: As stated in Product Condition 1 Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day

immediately preceding the Exercise Date; otherwise (ii) the Exercise Date Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product

Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex E to the Final Terms and containing all the key characteristics of the Fiat SpA Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055615

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: F IM <EQUITY>

Website: xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Assicurazioni Generali SpA Mini Future Long Certificates

Issue Price: EUR 0.303 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 12.84 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 12 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0000062072) Share Company: Assicurazioni Generali SpA (Bloomberg Code: G IM <EQUITY>) Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day

immediately preceding the Exercise Date; otherwise (ii) the Exercise Date Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product

Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex F to the Final Terms and containing all the key characteristics of the Assicurazioni Generali SpA Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055623

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: G IM <EQUITY>

Website: xxx.xxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Annex A

Modulo - Dichiarazione di rinuncia all’esercizio

(Facsimile)

“Banca Monte dei Paschi di Siena SpA Mini Future Long Certificates”

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.

A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

ABN AMRO Bank N.V.

Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

“BANCA MONTE DEI PASCHI DI SIENA SPA MINI FUTURE LONG CERTIFICATES” (di

seguito, Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia)

(Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Annex B

Modulo - Dichiarazione di rinuncia all’esercizio

(Facsimile)

“Banca Popolare di Milano Scarl Mini Future Long Certificates”

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.

A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

ABN AMRO Bank N.V.

Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

“BANCA POPOLARE DI MILANO SCARL MINI FUTURE LONG CERTIFICATES” (di seguito,

Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia)

(Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Annex C

Modulo - Dichiarazione di rinuncia all’esercizio

(Facsimile)

“Banco Popolare Societa Cooperativa Mini Future Long Certificates”

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.

A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

ABN AMRO Bank N.V.

Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

“BANCO POPOLARE SOCIETA COOPERATIVA MINI FUTURE LONG CERTIFICATES” (di

seguito, Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia)

(Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Annex D

Modulo - Dichiarazione di rinuncia all’esercizio

(Facsimile)

“ENI SpA Mini Future Long Certificates”

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.

A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

ABN AMRO Bank N.V.

Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

“ENI SPA MINI FUTURE LONG CERTIFICATES” (di seguito, Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia)

(Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Annex E

Modulo - Dichiarazione di rinuncia all’esercizio

(Facsimile)

“Fiat SpA Mini Future Long Certificates”

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.

A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

ABN AMRO Bank N.V.

Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

“FIAT SPA MINI FUTURE LONG CERTIFICATES” (di seguito, Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia)

(Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Annex F

Modulo - Dichiarazione di rinuncia all’esercizio

(Facsimile)

“Assicurazioni Generali SpA Mini Future Long Certificates”

I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto

La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.

A [Intermediario presso cui il portatore detiene il proprio conto]

Nome e Ragione/denominazione sociale dell’Intermediario

[Att: Nome del responsabile dell’ufficio titoli]

[numero di fax – ufficio titoli]

A BNP Paribas, Filiale di Milano Corporate Actions

Tel: (x00) 00 0000 0000

Fax: (x00) 00 0000 0000

Copia a:

ABN AMRO Bank N.V.

Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000

Fax: + 00 (0) 000 000 0000

“ASSICURAZIONI GENERALI SPA MINI FUTURE LONG CERTIFICATES” (di seguito,

Certificates)

Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:

A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;

B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.

(Il Portatore dei Certificates)

(Cognome e nome o ragione/denominazione sociale)

(Via e numero civico)

(Comune, provincia)

(Telefono)

Serie dei Certificates

Codice ISIN dei Certificates

Numero dei Certificates, di cui si rinuncia all’esercizio.

Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).

Luogo e data

Sottoscrizione (sottoscrizioni) del Portatore dei Certificates

Final Terms

DATED 1 MAY 2009

Up to 8,000,000 Intesa Sanpaolo Mini Future Long Certificates Indicative Issue Price: EUR 0.05

Up to 8,000,000 Intesa Sanpaolo Mini Future Long Certificates Indicative Issue Price: EUR 0.035

Up to 600,000 Mediobanca SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.169

Up to 12,000,000 Tiscali SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.011

Up to 12,000,000 Tiscali SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.007

Up to 1,000,000 UBI Banca Mini Future Long Certificates Indicative Issue Price: EUR 0.198

Up to 12,000,000 UniCredit SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.058

Up to 12,000,000 UniCredit SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.038

Up to 12,000,000 UniCredit SpA Mini Future Long Certificates Indicative Issue Price: EUR 0.023

These Final Terms, the Certificates Base Prospectus, as supplemented from time to time and any additional information with regard to Intesa Sanpaolo Mini Future Long Certificates, Mediobanca SpA Mini Future Long Certificates, Tiscali SpA Mini Future Long Certificates, UBI Banca Mini Future Long Certificates and UniCredit SpA Mini Future Long Certificates shall be published on the Issuer’s website: xxx.xxxxxxx.xx/xxxxxxx

FINAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Certificates described herein (the “relevant Product Conditions”) as set forth in the Base Prospectus relating to Certificates dated 1 July 2008 (the “Base Prospectus”) as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of each Series of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the registered office of the Issuer at Gustav Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx and copies may be obtained from the Issuer at that address.

These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Certificates described herein and will be attached to any Global Security representing each such Series of the Certificates. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.

The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), Commission Bancaire, Financiere et des Assurances (CBFA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority, the Czech National Bank (CNB), Comisia Nationala a Valorilor Mobiliare (CNVM) and Komisja Nadzoru Finansowego (PFSA) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see “Risk Factors – Actions taken by the Calculation Agent may affect the Underlying” in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.

Issuer: ABN AMRO Bank N.V., acting through its principal office at Gustav Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx or its London branch at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Clearing Agents: Monte Titoli S.p.A., Milan

Euroclear Bank S.A./N.V. as operator of the Euroclear system

Clearstream Banking, société anonyme

Launch Date: 4 May 2009

Subscription Period: Not Applicable As, if and when issued trading: Not Applicable Issue Date: 4 May 2009

Listing: Milan Stock Exchange (SeDeX) or the Regulated Market of the Luxembourg Stock Exchange

Listing Date: The Issue Date or as soon as practicable thereafter

Pricing Date: Not Applicable

Admission to trading: Application will be made for the Securities to be

admitted to trading on the Milan Stock Exchange (SeDeX) or failing such application, on the Regulated Market of the Luxembourg Stock Exchange, with effect from the Listing Date

Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the

market in the event of SeDeX listing, otherwise to Clearing Agents

Principal Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Registrar: None

Agent(s): BNP Paribas Milan

Calculation Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX

Indication of yield: Not Applicable

EQUITY EXPRESS CERTIFICATES

Series: Intesa Sanpaolo Mini Future Long Certificates

Issue Price: EUR 0.05 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 1.84 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 5%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 1.75 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency

at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable

Interest Payment Dates: Not Applicable Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0000072618) Share Company: Intesa Sanpaolo (Bloomberg Code: ISP IM <EQUITY>) Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date

Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex A to the Final Terms and containing all the key characteristics of the Intesa Sanpaolo Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055631

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: ISP IM <EQUITY>

Website: xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are

recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Intesa Sanpaolo Mini Future Long Certificates

Issue Price: EUR 0.035 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 2 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 5%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 1.9 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0000072618) Share Company: Intesa Sanpaolo (Bloomberg Code: ISP IM <EQUITY>) Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day

immediately preceding the Exercise Date; otherwise (ii) the Exercise Date Valuation Time: The close of trading on the relevant Exchange

Amendments to General Conditions and/or Product Conditions:

The following provisions apply ONLY in the event of listing on SeDeX

(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;

(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;

(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;

(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;

(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;

(7) General Condition 7(b) is deleted in its entirety and replaced with the following:

“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”;

(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting the definition of “Prevailing Rate” from Product Condition 1 in its entirety and replacing it with the following:

““Prevailing Rate” means the rate, as determined by the Calculation Agent in its sole and absolute discretion, for deposits in the Underlying Currency in the inter-bank market for each Calculation Period, by reference to the overnight LIBOR rate as published on Bloomberg page: BBAM and if no such page reference exists, such other page reference as the Calculation Agent determines or such other sources as the Calculation Agent may reasonably determine to be appropriate at such time;”;

(9) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following:

“Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either:

(i) The Cash Amount, following a valid Exercise; or

(ii) The Issuer Call Cash Amount, following an Issuer Call; or

(iii) The Early Termination Amount, following an Early Termination Event.”;

(10) Product Conditions - Relating to Equity Express Certificates, Product

Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;

(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is deleted and replaced with the words: “Intentionally left blank”;

(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice”;

(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”; and

(14) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(m) is deleted and replaced with the words: “Intentionally left blank”.

Amendments to the Offering Procedure for the Securities:

(B) “Renunciation of payment of the Cash Amount and Issuer Call Cash Amount”

The Holder has the right to renounce receipt of the Cash Amount and the Issuer Call Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount or Issuer Call Cash Amount, executed according to the attached Annex A to the Final Terms and containing all the key characteristics of the Intesa Sanpaolo Mini Future Long Certificates (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date or Issuer Call Date, as applicable

None

ISIN: NL0009055649

Common Code: Not Applicable

Fondscode: Not Applicable

WKN: Not Applicable

Other Securities Code: Not Applicable

INFORMATION ON THE UNDERLYING

Page where information about the past and future performance of the Underlying and its volatility can be obtained:

Bloomberg code: ISP IM <EQUITY>

Website: xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx

Italian Newspaper: I1 Sole 24 Ore

ADDITIONAL INFORMATION

This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.

In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).

To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.

Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.

Series: Mediobanca SpA Mini Future Long Certificates

Issue Price: EUR 0.169 (indicative)

Additional Market Disruption Events:

None

Basket: Not Applicable

Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1

Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:

(Final Reference Price - Current Strike Level) x Entitlement

The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

Where:

“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx

Certificate: Not Applicable

Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 6.96 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date

The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective

Current Premium: 7%

Current Spread: 2%

Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 6.5 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date

The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective

Early Termination Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Early Termination Amount shall not be less than zero:

(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement

The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being

rounded upwards Where:

“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and

“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent

Early Termination Date: Not Applicable

Early Termination Event: Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.

Where:

“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day; otherwise (ii) the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day, in either case as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant

Emerging Market Disruption Events:

As stated in Product Condition 1

Entitlement: 0.1

Exchange: Italian Stock Exchange

Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time

Exercise Date: 19 April 2019

Express Long: Applicable

Express Short: Not Applicable

Final Reference Price: The Reference Price on the Valuation Date or the Issuer Call Date, as the case may be

Funding Cost: As stated in Product Condition 1 Initial Reference Price: Not Applicable

Interest: Not Applicable

Interest Amount: Not Applicable Interest Payment Dates: Not Applicable

Interest Period Not Applicable

Interest Rate: Not Applicable

Interest Rate Day Count Fraction:

Not Applicable

Issuer Call: Applicable

Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:

Issuer Call Commencement Date:

(Final Reference Price - Current Strike Level) x Entitlement

The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards

The first Business Day immediately following the one year period from (and including) the Launch Date

Issuer Call Notice Period: One calendar month Launch Date: 04 May 2009

Notional Dividend Amount:

Applicable

Notional Dividend Period: As stated in Product Condition 1 Pricing Date(s): Not Applicable

Relevant Currency: As stated in Product Condition 1

Relevant Number of Trading Days:

For the purposes of:

Early Termination Date: Not Applicable

Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Issuer Call Date: 5, or in respect of an Emerging Market Disruption Event only, 180

Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent

Settlement Currency: EUR

Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date

Share: The ordinary share of the Share Company (ISIN: IT0000062957) Share Company: Mediobanca SpA (Bloomberg Code: MB IM <EQUITY>) Standard Currency: As stated in Product Condition 1

Underlying Currency: EUR

Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day