AVVISO n.10751 30 Maggio 2008 SeDeX − INV. CERTIFICATES

AVVISO n.10751

30 Maggio 2008

SeDeX − INV. CERTIFICATES

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: BAYERISCHE HYPO− UND VEREINSBANK

Oggetto : Inizio negoziazione Investment Certificates − classe B "BAYERISCHE HYPO− UND

VEREINSBANK AG" emessi nell'ambito di un Programma

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Twin Win Autocallable su azioni

Emittente: BAYERISCHE HYPO- UND VEREINSBANK

Rating Emittente: Società di rating

Long term

Data report

Moody's A1 18/05/2007

Standard & Poor's A+ 10/12/2007

Fitch A 23/11/2007

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 03/06/2008

Mercato di quotazione: Borsa - Comparto SEDEX “Investment Certificates -

Classe B”

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:

Bayerische Hypo- und Vereinsbank AG Codice specialist: 1352

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Twin Win Autocallable su azioni

Serie in negoziazione: vedasi scheda riepilogativa delle caratteristiche dei

securitised derivatives

Quantitativo minimo di negoziazione di ciascuna serie:

Impegno giornaliero ad esporre prezzi denaro e lettera per ciascuna serie:

xxxxxx xxxxxx riepilogativa delle caratteristiche dei securitised derivatives (colonna “Lotto Neg.”)

xxxxxx xxxxxx riepilogativa delle caratteristiche dei securitised derivatives (colonna “X.Xxxxx M.M.”)

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 03/06/2008, gli strumenti finanziari "Twin Win Autocallable su azioni" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Condizioni Definitive dei securitised derivatives;

- Regolamento e traduzione della Nota di sintesi dei securitised derivatives.

Serie

Isin

Sigla

SIA

Descrizione

Sottostante

Strike

Scadenza

Parità

Ammontare

Lotto Neg.

X. Xxxx. MM

Barriera

Part.Up

Part.Down

DE000HV7LLL1

UI3140

478678

UCHENELTWAP6,955D11

ENEL

6,955

08/04/2011

14,378145

50000

4,173

100%

DE000HV5YEF5

UI3141

164524

UCHENELTWAP6,952C11

ENEL

6,952

11/03/2011

14,38435

70000

4,1712

100%

DE000HV7LLM9

UI3142

164525

UCHENITWAP22,8D11

ENI

22,8

08/04/2011

4,385965

50000

13,68

100%

DE000HV5YEG3

UI3143

164526

UCHENITWAP22,39C11

ENI

22,39

11/03/2011

4,46628

90000

13,434

100%

venerdì 30 maggio 2008 Pagina 1 di 1

Final Terms dated 10 March 2008

Bayerische Hypo- und Vereinsbank AG

Issue of up to 50,000 Autocallable Twin Win Certificates linked to Shares under the

Euro 50,000,000,000

Debt Issuance Programme of Bayerische Hypo- und Vereinsbank AG

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions Certificates set forth in the Prospectus dated 25 June 2007 and the supplemental Prospectus dated 4 September 2007 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms relating to the issue of Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented.

Full information on the Issuer and the offer of the Certificates is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and Supplement are available for viewing at the Issuer’s address at MCD1, Xxxxxxxxxxxxxxx 00, X-00000 Xxxxxx, and at xxx.xxxxxxxxxxxx.xxxxxxxxxxxx.xx and copies may be obtained from the Issuer at the above address and at its Xxxxx Xxxxxx, at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxx Xxxxx.

PART A - GENERAL INFORMATION

1. Issuer:	Bayerische Hypo- und Vereinsbank AG
2. (i) Series Number:	IT 500
(ii) Tranche Number:	1
3. Form of Instruments:
(i) Notes (other than Credit Linked Notes):	Not Applicable
Credit Linked Notes	Not Applicable
Mortgage Pfandbriefe (Hypothekenpfandbriefe)	Not Applicable
Public Sector Pfandbriefe (Öffentliche Pfandbriefe)	Not Applicable
(ii) Certificates	Applicable

(iii) Warrants	Not Applicable
4. Governing Law:	Italian law
5. Specified Currency:	Euro “EUR”
6. Number of Certificates admitted to trading:
(i) Series:	Up to 50,000 Certificates will be offered during the Offer Period. The final number of Certificates will be defined after the Offer Period and will be obtainable at Bayerische Hypo- und Vereinsbank AG, Xxxxx Xxxxxx, at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxx Xxxxx.
(ii) Tranche:	Up to 50,000 Certificates
7. Issue Price:	EUR 100 per Certificate
8. Nominal Amount per Certificate :	Not Applicable
9. Language of Terms and Conditions:	English only
10. (i) Issue Date:	09.04.2008
(ii) Interest Commencement Date:	Not Applicable
11. Maturity Date:	08.04.2011
12. Interest Basis:	Non-interest bearing.
13. (i) Redemption/Payment Basis:	Redemption Amount determined by reference to the Reference Asset by way of cash settlement. (further particulars specified below)
Xxxxxx'x right of waiver:	Yes. the Waiver Notice is set out in Annex IV and V
(ii) Reference Asset	Shares
14. Change of Interest or Redemption/Payment Basis:	Not Applicable
15. Early Redemption at Issuer's Option:	Automatic Early Redemption
16. Early Redemption at Instrument holder's Option:	Not Applicable
17. Status of the Notes:	Unsubordinated
18. Date approval for issuance of Instruments obtained:	Not Applicable

19. Method of distribution:	Non-syndicated
Provisions relating to interest (if any) payable
20. Fixed Rate Certificate Provisions	Not Applicable
21. Floating Rate Certificate Provisions	Not Applicable
22. Zero Coupon Note Provisions	Not Applicable
23. Provisions to determine Additional Amount for the Certificates	Not Applicable
24. Other Interest Provisions	Not Applicable
Provisions relating to redemption
25. Early Redemption at Issuer's Option	Applicable
Provisions relating to Notes:	Not Applicable
Provisions relating to Certificates:	Applicable
Certificates with Automatic Early Redemption:	Applicable
Observation Date(s):	The Observation Dates are: - 07.10.2008 (First Observation Date) - 07.04.2009 (Second Observation Date) - 07.10.2009 (Third Observation Date) - 07.04.2010 (Fourth Observation Date) - 07.10.2010 (Fifth Observation Date)
Redemption Threshold(s):	Not Applicable
Early Maturity Date(s):	Five Banking Days following each relevant Observation Date.
Early Redemption Amount:	If on an Observation Date the following condition is fulfilled: - the reference price of the Share as determined and published by the Relevant Exchange being equal or higher than the Strike on an Observation Date; then the Certificate is redeemed and the Certificate holders will

receive in relation to each Certificate an amount in EUR as follows:

- with respect to the First Observation Date, EUR 108.40;

- with respect to the Second Observation Date, EUR 116.80;

- with respect to the Third Observation Date, EUR 125.20;

- with respect to the Fourth Observation Date, EUR 133.60;

- with respect to the Fifth Observation Date, EUR 142.00. Where:

“Strike” means 100% of the reference price of the Share on the Fixing Date.

Fixing Date means 07.04.2008

Certificates with Issuer’s Regular Call Right:

Not Applicable

(i) Call Date: Not Applicable

(ii) Notice period prior to Call Date:

Not Applicable

26. Early Redemption at Instrument holder's Option

Not Applicable

27. Redemption Amount: Redemption Amount linked to Reference Asset.

Automatic Exercise Applicable

The Waiver Date is:

a. if an Early Redemption has never occurred on an Observation Date, the first Banking Day following the Valuation Date

b. if an Early Redemption has occurred on an Observation Date, the first Banking Day following the respective Observation Date.

For the avoidance of doubt, any time implication within the Terms and Conditions of the Certificates is referring to Milan time.

Minimum Exercise Number is 1 certificate.

28. Redemption Amount linked to Reference Assets:

Applicable

(i) Formula to determine the Redemption Amount and/or, as the case may be, quantity of Reference Assets to be delivered instead of Redemption Amount:

Subject to the Terms and Conditions of the Certificates, these Final Terms and the Certificates not being redeemed early at an Early Maturity Date, the Issuer will pay the Redemption Amount to the Certificateholders on the fifth Banking Date following the Valuation Date.

In relation to each Series of Certificates, the Redemption Amount shall be determined by the Calculation Agent at the Valuation Date as follows:

1. if on the Valuation Date the Reference Price of the Share is higher than the Strike, the Certificateholders will receive in relation to each Certificate an amount in EUR calculated in accordance with the following formula:

Redemption Amount = [Strike + Leverage Factor Up% x (Reference Price - Strike)] x Parity

2. if a Barrier Event has never occurred during the Observation Period and, on the Valuation Date, the Reference Price of the Share is lower than or equal to the Strike, the Certificateholders will receive in relation to each Certificate an amount in EUR calculated in accordance with the following formula:

Redemption Amount = [Strike + Leverage Factor Down% x (Strike – Reference Price)] x Parity

3. If a Barrier Event has occurred during the Observation Period and, on the Valuation Date the Reference Price of the Share is lower than or equal to the Strike, the Redemption Amount will be calculated in accordance with the following formula:

Redemption Amount = Reference Price x Parity

Where:

“Barrier Event” occurs when the reference price of the Share as determined and published by Borsa Italiana S.p.A. is lower than or equal to the Barrier.

“Barrier” means the 60% of the reference price of the Share on the Fixing Date.

“Leverage Factor Up%” 100%

“Leverage Factor Down%” 100%

“Parity” means the ratio between the Issue Price and the Strike and shall only be used in connection with the calculation of the Redemption Amount pursuant to this item 28.

Within the calculation of the Redemption Amount any amount determined will be rounded up or down to six decimal places, with

0.0000005 rounded up.

(ii) Valuation Date:	The Valuation Date, as determined by the Calculation Agent, is: a. in case an Early Redemption has never occurred on an Observation Date, 07.04.2011 b. in case an Early Redemption occurs on an Observation Date, the Observation Date.
(iii) Calculation Date:	The Calculation Date is, any day on which the Share is scheduled to be traded on the Relevant Exchange.
(iv) Observation Date(s):	The Observation Period is the period from and including the Fixing Date to and including the Valuation Date. If a Market Disruption occurs on a day of the Observation Period, such day shall be excluded from the Observation Period.
(v) Reference Price:	The Reference Price, as determined by the Calculation Agent, is the reference price of the Share, as determined and published by Borsa Italiana S.p.A. on the Valuation Date and published on Reuters respectively at ENEI.MI page;
(vi) Business Centres for Banking Day:	Milan
(vii) Minimum Amount / Maximum Amount:	Not Applicable
(viii) Market Disruption and Adjustment provisions (if different from [§3b and §3c] [§4 and §5]):	Provisions §4(1), §4(2) and §4(3) (“Market Disruption”) shall not apply and shall be replaced by the following ones: (1) If a Market Disruption occurs on the Valuation Date, and/or the Fixing Date, the Valuation Date and/or the Fixing Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be postponed accordingly if applicable. (2) Should the Market Disruption continue for more than 2 (two), with respect to the Fixing Date, or 8 (eight), with respect to the Valuation Date, consecutive Banking Days, that second or eighth Banking Day shall be deemed to be the Fixing Date or Valuation Date, notwithstanding the fact that on such day a Market Disruption occurs, and the Issuer, in its good faith and absolute discretion shall determine, or cause the Calculation Agent to determine, the Reference Price affected by the Market Disruption required for the determination of the Redemption Amount in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last such Reference Price immediately prior to the occurrence of the Market Disruption available to the Issuer or the Calculation Agent, taking into account the economic position of the Certificateholders (3) If a Market Disruption occurs on an Observation Date, the

relevant Observation Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Observation Date shall be postponed accordingly if applicable.

(4) Should the Market Disruption continue for more than 8 consecutive Banking Days, that eight Banking Day shall be deemed to be the Observation Date, notwithstanding the fact that on such day a Market Disruption occurs. Moreover, in order to determine if the condition for the payment of the Early Redemption Amount is fulfilled, the Issuer, in its good faith and absolute discretion shall determine, or cause the Calculation Agent to determine, the official reference price of the Shares affected by the Market Disruption in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last trading price immediately prior to the occurrence of the Market Disruption available to the Issuer or the Calculation Agent, taking into account the economic position of the Certificateholders.

However, if within these 8 Banking Days comparable Derivatives expire and are paid on the Determining Futures Exchange, the settlement price established by the Determining Futures Exchange for the comparable Derivatives will be taken into account in calculating the Redemption Amount. In that case, the expiration date for comparable Derivatives will be taken as the relevant Valuation Date and the provisions of § 3 (1) shall apply accordingly.

(5) “Market Disruption” means:

(i) the suspension or restriction of trading in the Reference Asset on the Relevant Exchange or

(ii) the suspension or restriction of trading in an options or futures contract relating to the Reference Asset on the Determining Futures Exchange.

Provisions §5 (“Adjustments. Early Redemption”) shall not apply and shall be replaced by the following ones:

(1) The Calculation Agent shall be authorised, in its reasonable discretion, to adjust the method for the determination of the Redemption Amount upon the occurrence of any of the following events:

- the company that has issued the Reference Asset or a third party takes a measure, which would – based on a change in the legal and economic situation, in particular a change in the company’s assets and capital – in the reasonable discretion of the Calculation Agent, affect the Reference Asset (e.g. capital increase against cash contribution, issuance of securities with options or conversion rights into shares, capital increase with company funds, distribution of special dividends, share splits, merger, liquidation, nationalization, tender offer) , or

- the Determining Futures Exchange performs an early

termination of the respective Derivatives outstanding linked to the Reference Asset, or

- the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the Reference Asset.

When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the respective Derivatives linked to the Reference Asset actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavours as to ensure that the economic position of the Certificateholders remains unchanged to the largest extent possible. Any adjustment will be made by the Calculation Agent taking into account the time to maturity of the Certificates (if applicable) and the latest available price for the Reference Asset. If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the derivatives linked to the Reference Asset, the terms of the Certificates will regularly remain unchanged. The adjusted method to determine the Redemption Amount and the time of its initial application shall be published in due course in accordance with § 11.

(2) Should

- the quotation of the Reference Asset at the Relevant Exchange be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined

- the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the company that has issued the Reference Asset or the relevant third party,

the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which notice shall specify the Cancellation Amount). Such termination shall become effective at the time of the announcement pursuant to § 11.

If the Certificates are so cancelled the Issuer will pay an amount to each Certificateholder in respect of each Certificate held by him which amount shall be the reasonable market value of a Certificate (the “Cancellation Amount”) on a day selected by the Issuer in its good faith and absolute discretion and taking into account the adjustment event, all as determined by the Calculation Agent in its good faith and absolute discretion. The Cancellation Amount will be paid within five Banking Days as of its determination to the Clearing System or to its order with the instruction for immediate forwarding to the Certificateholders.

29. Early Redemption Amount

Early Redemption Amount payable on redemption for taxation reasons or on Issuer Event of Default or on Early Redemption Event and/or the method of calculating the same (if required or if different from that

Not Applicable

set out in the Conditions):

Provisions relating to Reference Assets

30. Basket as Reference Asset / Underlying

Not Applicable

31. Shares as Reference Asset Applicable

Description of Share(s): ENEL ordinary share

Share Issuer/Issuers: XXXX X.x.X. XXXX (other security codes): IT0003128367

Relevant Exchange(s): Borsa Italiana S.p.A. Determining Futures Exchange(s): IDEM

Bonds as Reference Asset / Basket Component:

Not Applicable

Certificates as Reference Asset / Basket Component:

Not Applicable

Fund shares as Reference Asset

/ Basket Component:

Not Applicable

Indices as Reference Asset / Basket Component /

Not Applicable

Interest rates as Reference Asset / Basket Component:

Not Applicable

Currency exchange rates as Reference Asset / Basket Components:

Not Applicable

Commodities as Reference Asset

/ Basket Components:

Not Applicable

Future Contracts as Reference Asset / Basket Components:

Not Applicable

General provisions applicable to the Instruments

32. Form of Instruments: Global Certificate

33. Additional Financial Center(s) or Milan

other special provisions relating to Payment Dates:

34. Notices: If the Certificates are traded on the Italian regulated market of Borsa Italiana S.p.A. and so long as the applicable rules so require, all notices to the Certificateholders shall be valid if published by Borsa Italiana S.p.A.. All notices to the Certificateholders shall also be published by the Calculation Agent on the website xxx.xxxxxxxxxxxx.xxxxxxxxxxxx.xx. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A..

35. Redenomination,renominalization and reconventioning provisions:

Not Applicable

36. Consolidation provisions: Not Applicable

37. Trustee in case of appointment of a Substitute Debtor:

Not Applicable

38. Calculation Agent: Bayerische Hypo- und Vereinsbank AG

39. Other terms or special conditions: The Final Terms of these Certificates are written in the English

language and provided with an Italian language translation. The English text shall be controlling and binding. The Italian language translation is provided for convenience only.

The following paragraph shall be added to the Provision §10(1) (Substitution of Issuer) and numerated as (f):

The Issuer unconditionally and irrevocably guarantees the obligations of the New Obligor.

Distribution

40. Method of distribution: Non-syndicated

41. If syndicated, names and addresses of Managers and underwriting commitments and details of any coordinator for the global offer or parts thereof:

Not Applicable

(i) Date of Subscription Agreement:

Not Applicable

(ii) Stabilizing Manager (if any): Not Applicable

42. If non-syndicated, name and address of Dealer:

UniCredit Private Banking S.p.A., with registered office at Xxx Xxxxxxxx 00, 00000 Xxxxxx

UniCredit Banca di Roma S.p.A., with registered office at Xxx Xxxxxx 000, 00000 Xxxx.

Bipop Carire S.p.A., with registered office at Xxx Xxxxxxxxxx 00,

25126 Brescia

Banco di Sicilia S.p.A., with registered office at Xxx Xxxxxxxx Xxxxxxxxx 0,00000 Xxxxxxx

43. Total commission and concession: The Issue Price comprises the following commissions: a

structuring commission for the Issuer, Bayerische Hypo- und Vereinsbank AG, equal to 0.50 per cent of the Issue Price, a placement commission for the Dealers, equal to 2.00 per cent. of the Issue Price, and other structuring charges for the Issuer equal to 0.30 per cent. of the Issue Price

Therefore, having an Issue Price of EUR 100 and an unchanged derivative component value up to the Issue Date, such Issue Price may be also illustrated as follows:

Derivative component	Structuring commission	Placement commission	Other charges	Issue Price
(A)	(B)	(C)	(D)	(E=A+B+C+D)
EUR 97.20	EUR 0.50	EUR 2.00	EUR 0.30	EUR 100

44. Additional selling restrictions: Not Applicable

45. Operational Information

(i) ISIN: DE000HV7LLL1

(ii) Common Code: Not Applicable

(iii) WKN: HV7LLL

(iv) Other relevant security codes:

Not Applicable

(v) New Global Note intended to be held in a manner which would allow Eurosystem eligibility:

Not Applicable

(vi) Clearing System(s): Clearstream Banking AG, Frankfurt am Main ("CBF”)

(vii) Delivery: Delivery free of payment

(viii) Additional Paying Agent(s) (if any):

(ix) Dealer’s/Lead Manager’s security account number:

Not Applicable

Monte Titoli account 7248 at Clearing System

PART B - OTHER INFORMATION

46. Listing

(i) Listing Application will be made for listing the Certificates on:

- the official list of Borsa Italiana S.p.A. and admission to

trading on SEDEX of Borsa Italiana S.p.A., or

- the EuroTLX managed by TLX S.p.A.

(ii) Admission to trading Application will be made for the Certificates to be admitted to

trading on the SeDeX market of Borsa Italiana S.p.A. or on the EuroTLX managed by TLX S.p.A..

The Issuer (also the "Market Maker") undertakes to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A. or EuroTLX, where the Certificates of each Series are expected to be listed. The obligations of the Market Maker are regulated by the rules of the markets organized and managed by Borsa Italiana S.p.A. or by TLX S.p.A., and the relevant instructions to such rules.

(iii) Estimate of total expenses related to admission to trading

Not Applicable

47. Ratings The Instruments to be issued are not expected to be rated.

48. Notification: Applicable

The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.

49. Interests of natural and legal persons involved in the offer

Applicable

The Issuer and the Dealers, have a conflict of interest with the Certificateholders of the Certificates, with regard to the offer of the Certificates, due to their respective roles in the issue and offer of the Certificates and as they both belong to the same UniCredit Banking Group. In particular, the Issuer is also the arranger and the Calculation Agent of the Certificates. Moreover, the Issuer shall also act as the “Responsabile del Collocamento” (as defined by article 93-bis of Legislative Decree 58/1998) of the Certificates.

Lastly, the Dealers shall receive from the Issuer an implied placement commission comprised in the Issue Price.

With regard to trading of the Certificates the Issuer has a conflict of interest being also the Market Maker on the regulated market “SeDeX” of Borsa Italiana S.p.A. or on the Multilateral Trading Facility EuroTLX, where the Certificates may be listed; moreover please note that the Multilateral Trading Facility EuroTLX is organized and managed by TLX S.p.A., a company in which UniCredit Banca Mobiliare S.p.A. - a member of UniCredito Italiano Banking Group as the Issuer - has a stake in.

50. Reasons for the offer/Estimated net proceeds/Estimated total expenses	Applicable
(i) Reasons for the offer	See "General Information - Use of Proceeds and reasons for the offer" in the Prospectus.
(ii) Estimated net proceeds:	Not Applicable
(iii) Estimated total expenses:	Not Applicable
51. Fixed Rate Instruments only – Yield	Not Applicable
52. Performance of, and other information concerning the Reference Asset:	As specified in Annex I to these Final Terms.
53. Specific Risk Factors relating to the calculation method for the Reference Asset-linked Redemption Amount or the applicable Reference Asset:	As specified in Annex II to these Final Terms
54. Details relating to the performance of the Reference Asset and the explanation of the effect on the value of the Instruments:	As specified in Annex III to these Final Terms
55. Restriction on the free transferability of the Instruments	None
56. Taxation:	Taxation as specified in Annex VI.
57. Details relating to public offer	The Dealers are in charge of the placement of the Certificates. The Issuer is the “Responsabile del Collocamento”, as defined in article 93-bis of Legislative Decree 58/98 (as subsequently amended and supplemented).
	Subscription orders are irrevocable, except for what provided for the “door to door selling”, and will be accepted starting from 10 March 2008 to 04 April 2008 (the "Offer Period") and in relation to the “door to door selling” from 10 March 2008 to 2 April 2008, – unless closed in advance and without previous notice – and will be satisfied within the limits of the maximum number of Certificates on offer.
	The Issuer reserves the right to withdraw from the offer until the Issue Date at unquestionable discretion whereby all subscription requests of the Certificates shall be considered void and without any effect and the issue of the Certificates shall no longer take

place. The Issuer also reserves the right to early terminate the Offer Period, as defined below, (so that no further subscription requests shall be accepted following early termination of the Offer Period), regardless of whether all available Certificates have been subscribed or not, or to delay the Offer Period, at its unquestionable discretion.

Certificates can be placed by the relevant dealer through its offices or secondary offices, and/or through “door to door selling” (through financial sales agents, pursuant to the Articles 30 and 31 of the Legislative Decree 24 February 1998, n. 58). Therefore, the effects of the subscription agreements entered into out of premises will be suspended for seven days as from the date of the subscription by the investors. Within such terms, the investor can withdraw by means of a notice to the financial promoter or the Distributors without expenses or other fees

The number of Certificates on offer is up to a maximum of 50,000 Certificates.

No specific allocation method is established. Subscription requests shall be accepted by the Dealer at its offices and shall be satisfied by the relevant office in a chronological order and within the limits of the available amount.

The offer is for Italian residents only (including the “cliente professionale”, as defined in Consob Regulation No. 16190/2007, as subsequently amended and supplemented) and is made in Italy exclusively.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. The information included in Annex I (Information about the Shares) has been extracted from the relevant Reuters page ENEI.MI and is not necessary the latest information available. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the Share Issuer, no facts have been omitted which would render the reproduced inaccurate or misleading.

Signed on behalf of the Issuer: By:

Duly authorized

Annex I Information about the Share

SHARE ISSUER

DESCRIPTION OF SHARE

ISIN

RELEVANT EXCHANGE

DETERMINING FUTURE

EXCHANGE

ENEL S.P.A.

ENEL

IT0003128367

Borsa Italiana S.p.A.

IDEM

The issuer of the Share is subject to disclosure requirements to both the competent local authorities and the investors. The price, historical trend and volatility are indicated in the following graphs (source: Reuters).

Annex II Additional Specific Risks

In addition to the risk factors set out on pages 38 to 49 of the Base Prospectus, investors should carefully consider the following additional risk information:

The Certificates are based on complex mathematical structures, which may not be readily intelligible to the investor. In addition, there is the possibility that the investor may underestimate the true risk associated with a purchase of Certificates. Potential investors should therefore ensure that they have gained a thorough understanding of the Certificates described herein.

Before purchasing the Certificates, potential investors should carefully review their financial situation to make sure that they can bear the risks of loss associated with the Certificates, also as the case may be, the risk of a total loss of their investment.

The Twin Win Autocallable Certificates described herein (the “Certificates”) are a particular type of investment certificates, which are linked to the Shares. The Certificates allow the holder to benefit from the performance of the share in terms of absolute variation, positive or negative, with respect to its value at the Fixing Date: the holders receive a positive return at the Settlement Date also in case of negative performance of the underlying at maturity compared to its value at the Fixing Date.

The condition, by which a negative performance can become a positive one, is that the value of the underlying never touches the Barrier throughout the life of the Certificates. If the Barrier is touched, and the underlying performance is negative, the value of the Redemption Amount shall be totally linked to such underlying performance.

Redemption of the amount initially paid at issue is not guaranteed at maturity.

At maturity:

1. in case of a positive underlying performance, the holder shall benefit entirely from such performance;

2. in case of a negative underlying performance at maturity, depending on (i) the Barrier not having been touched, or (ii) the Barrier having been touched, even for once, throughout the life of the Certificates, the following shall occur: in case (i) above, the negative performance shall become positive, whereas in case (ii) the cash amount paid shall be entirely linked to the underlying performance at maturity.

The Certificates may be, under certain conditions, early redeemed so as to allow the holder to benefit, prior to maturity, from an underlying positive performance. Such an early redemption shall be effective prior to maturity on fixed dates (each an “Observation Date”) if on such dates the underlying value is higher than its value at the Fixing Date.

Should the above early redemption occur, the Certificates shall be redeemed at a value higher than its Issue Price as stated in the Final Terms.

The amount to be paid on early redemption may vary at each Observation Date and is higher as the Observation Date is closer to the Maturity Date.

Additional specific risks associated with the Issuer are:

Issuer risk

The investment is subject to the Issuer risk, i.e. the possibility that the Issuer may not be able to meet its payment obligations with respect to the Certificates.

The Issuer’s assets guarantee the Certificate holders for payment of the Redemption Amount due at the Maturity Date without any priority with respect to other Issuer’s creditors in case of insolvency.

The protection afforded by the Italian Interbank Deposit Protection Fund (FITD) does not apply to the Certificates.

Risk of changes in underlying value

The value of the Certificates depends on trends in the performance of the share. There is no guarantee that the price of the Certificates will remain for its entire duration at least equal to the amount initially paid, as such price may fluctuate significantly depending on the value of the underlying assets; also, the Redemption Amount may vary, even negatively, depending on variations in the value of the underlying asset.

Liquidity Risk

This risk is represented by the difficulty for the Certificate holder in liquidating his/her investment prior to the Maturity Date (or to an Observation Date), or of not being able to recover the amount initially paid in case of disinvestment prior to the Maturity Date (or to an Observation Date).

Nevertheless, such risk appears to be mitigated (i) as the Issuer shall file an application for the Certificates to be traded on Borsa Italiana S.p.A or on the Multilateral Trading Facility EuroTLX; and (ii) as, prior to such admission, the Issuer shall quote bid prices for the Certificates.

Tax Regime Risk

The Tax regime of the Certificates may change throughout their duration, with the result of being different (even less favourable for the Certificate holder) from that which is specified in the Base Prospectus and in the Final Terms hereof.

Risk of variations in the Terms and Conditions

The Terms and Conditions which govern the issue of the Certificates, as set out in the Base Prospectus, provide that, without necessity of a prior consent from each Certificate holder, the Issuer may modify the same Terms and Conditions (i) to correct obvious typing or arithmetic errors or other obvious mistakes as well as (ii) to change and/or supplement contradictory or incomplete provisions, for which, in cases described in (ii), only such changes and/or additions are allowable as, in light of the Issuer’s interests, are reasonable for the Certificate holders, i.e., which do not fundamentally impair the financial position of the Certificate holder.

Risk of autonomous determinations by the Issuer acting as Calculation Agent

The Terms and Conditions of the Certificates, as set out in the Base Prospectus, provide for the power of the Issuer, acting as Calculation Agent, in the event of market disruption which persists at the Maturity Date, of calculating the Reference Price of the Underlying at the Valuation Date and, consequently, the Redemption Amount. According to the Terms and Conditions, the calculations and valuations of the Calculation Agent shall be deemed to be fully binding towards the Certificate holders, save for cases of manifest errors.

Risk of Market Disruption Events and/or extraordinary events with respect to the Shares

The Terms and Conditions and the Final Terms hereof provide for the possibility of certain Market Disruption events and extraordinary events occurring with respect to the Shares.

Xxxxx XXX

Performance of Certificates, explanation of effect on value of investment and associated risks

1. Explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.

As of 20 February 2008, the values of the share, the months to maturity and the volatilities are indicated in bold type.

Effect on the Certificates price of a variation of the share

Variation %	Certificates price	Variation %
+5%	EUR 103.35	+3.35%
-	EUR 100	-
-5%	EUR 96.53	-3.47%

Effect on the Certificates price of a variation of the share volatility

Variation %	Certificates price	Variation %
+5%	EUR 97.98	-2.02%
-	EUR 100	-
-5%	EUR 103.33	+3.33%

Effect on the Certificates price of the time decay

Months to Maturity Date	Certificates price	Variation %
36	EUR 100	-
34	EUR 101.51	+1.51%
32	EUR 105.83	+5.83%

2. Redemption Amount yield scenarios

The following scenarios assume, at the Fixing Date a share value equal to EUR 7.3 and:

- Strike: EUR 7.3;

- Barrier: EUR 4.38;

- Leverage Factor Up%: 100%;

- Leverage Factor Down%: 100%;

- Parity: 13.69863.

If on an Observation Date the reference price of the Share is higher than or equal to the Strike, the certificates will be settled earlier. Please see below an example of what the Early Redemption Amount would be:

Scenario of Early Redemption

At the First Observation Date the share value is higher than or equal to the Strike: for example EUR 10.

The Early Redemption Amount will be equal to EUR 108.40

If the certificates is not settled earlier, at maturity various scenarios may be possible depending on the value of the Shares.

Please see below a few examples of what the Redemption Amount would be, depending on the various scenarios at maturity.

Scenario 1

At the Valuation Date the share value is higher than the Strike: for example EUR 10. The Redemption Amount will be equal to:

Redemption Amount = [EUR 7.3 + 100% x (EUR 10 – EUR 7.3)] x 13.69863 = EUR 136.99

Scenario 2

A Barrier Event has never occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 6.

Redemption Amount will be equal to:

Redemption Amount = [EUR 7.3 + 100% x (EUR 7.3 – EUR 6)] x 13.69863 = EUR 117.81

Scenario 3

A Barrier Event has occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 6.

The Redemption Amount will be equal to:

Redemption Amount = EUR 6 x 13.69863 = EUR 82.19

3. Backtesting simulation

Hypothetical characteristics of the Certificates:

- Fixing Date: 19.02.2005

- Share value at the Fixing Date: EUR 7.2622

- Strike: EUR 7.2622

- Barrier: EUR 4.35732

- Leverage Factor Up%: 100%

- Leverage Factor Down%: 100%

- Parity: 13.769932

- Issue Price: EUR 100

- First Observation Date: 21.08.2005

- Second Observation Date: 19.02.2006

- Third Observation Date: 21.08.2006

- Fourth Observation Date: -

- Fifth Observation Date: 21.08.2007

- Maturity Date: 20.02.2008

At the Fourth Observation Date the Share value was equal to EUR 8.34, higher than the Strike. The Certificates would be settled earlier and the holders would have received EUR 133.60 per certificates.

All above scenarios and simulations are for informative and illustrative purposes only, and do not purport either to be comprehensive or anticipate or guarantee future returns. All above hypothetical amounts have been calculated gross of any applicable withholding tax.

Annex IV

Form of Waiver Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: Bayerische Hypo- und Vereinsbank AG

Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

Certificates su ………….. scad. ………… emessi da Bayerische Hypo- und Vereinsbank AG (i “Certificates”)

L’intermediario

che detiene in custodia i Certificates per conto della propria clientela, con la presente comunica, in nome proprio e per conto della suddetta propria clientela, la volontà di rinuncia all’esercizio dei diritti garantiti dal Certificates come da indicazione contenuta nei Terms & Conditions dei Certificates.

Codice ISIN dei Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Numero di Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Il sottoscritto è consapevole che la presente dichiarazione di rinuncia all’esercizio a scadenza non è valida qualora non siano rispettati i requisiti indicati nei Terms & Conditions dei Certificates. Questo vale anche qualora la dichiarazione non dovesse essere consegnata in tempo utile a Bayerische Hypo- und Vereinsbank AG.

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

Annex V

Form of Waiver Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

A: Intermediario

Responsabile ufficio titoli

Fax

Tel

Copia a: Bayerische Hypo- und Vereinsbank AG

Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

La presente dichiarazione, che deve essere compilata a cura del Portatore dei Certificates, ha ad oggetto: Certificates su emessi da Bayerische Hypo- und Vereinsbank AG (i “Certificates”)

Con la presente comunica la volontà di rinuncia all’esercizio dei diritti garantiti dal Certificates come da indicazione contenuta nei Terms & Conditions dei Certificates.

Codice ISIN dei Certificates per i quali rinuncia all’esercizio dei Certificates a scadenza:

Numero di Certificates per i quali rinuncia all’esercizio dei Certificates a scadenza:

Il Portatore di Certificates

Cognome e nome o ragione/denominazione sociale

Luogo e Data

Firma (firme) del Portatore

Annex VI

Tax Regime in the Republic of Italy

The following is a summary of current Italian law and practise relating to the taxation of the Certificates. Prospective purchasers of the Certificates are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of the Certificates.

The statements herein regarding taxation are based on the laws in force in Italy as at the date of these Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Certificates and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules.

The following description does not address the applicable taxation in case of exercise by the relevant Issuer of its right of substitution as set out in Condition 9. Legislative Decree No. 344 of 12 December 2003 published in the Italian Official Gazette of 16 December 2003, No. 261 (Ordinary Supplement No. 190), effective as of 1January 2004 introduced the reform of taxation of corporations and of certain financial income amending the Italian Income Taxes Consolidated Code.

In the near future, with the approval of the law proposal No. 1762 of 4 October 2006, currently under discussion in the Parliament, the Italian Government could be authorised to introduce a fixed withholding tax on any capital gains and financial incomes not exceeding 20 per cent, which may impact upon the tax regime of the Certificates.

Italian taxation of the Certificates

The information set out hereafter summarises tax treatment of the purchase, holding, sale and exercise of the Certificates by investors who are individuals resident in Italy, and do not run a commercial enterprise, in accordance with Italian tax legislation. Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, capital gains and other revenues not produced in the course of running commercial enterprises and received by individuals resident in Italy and by certain other subjects (entities, associations and simple non-commercial companies, including no profit entities) following the sale or the exercise of the Certificates are subject to a 12.5% substitute tax (imposta sostitutiva). The recipient may opt for three different taxation criteria:

(1) the tax declaration regime (regime della dichiarazione): each capital gain or revenue earned during the year, net of any liabilities and capital losses of the same kind, is specified in the investor’s tax return. The 12.5% substitute tax will therefore be chargeable on net capital gains realised during any given tax period and paid within the deadline established for paying income taxes. Any surplus of capital losses over capital gains may be offset against capital gains realised in any of the four succeeding tax periods. The tax declaration regime is compulsory in cases where the subject fails to choose one of the two systems referred to hereafter in points (2) and (3);

(2) the non-discretionary investment portfolio regime (regime del risparmio amministrato): if the investor opts for this regime, the substitute tax is determined and paid at the time of each sale or exercise of the Certificates by the authorised intermediary resident in Italy, with whom the Certificates have been deposited for safekeeping or for administration, on behalf of the Security holder for each capital gain effectively produced. Where a capital loss results from a sale or an exercise of the Certificates, such loss may be deducted from capital gains of the same kind, realised in the same tax period or in the following tax periods up to the fourth. If the safekeeping or administration relationship comes to an end, any capital losses may be deducted - but not beyond the fourth tax period after that in which they occurred - from capital gains produced with respect to the relationship with another intermediary for managing of portfolio. Under non-discretionary investment portfolio regime, the Security holder is not required to declare the capital gains in the annual tax return.

(3) the discretionary investment portfolio regime (regime del risparmio gestito): the prerequisite to adopting this system is that an assets management assignment has been conferred on an authorised intermediary resident in Italy. Under this regime the tax is applied by the authorised intermediary, on behalf of the Security holder, at the end of any given tax period on the increase in value of the managed assets, even if it has not been realised, net of certain financial incomes. Any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax periods. Under the discretionary investment portfolio regime, the Security holder is not required to declare the capital gains in the annual tax return.

Where an Italian resident Security holder is a company or similar commercial entity, or a permanent establishment in the Republic of Italy of foreign commercial entities to which the Certificates are effectively connected, capital gains and other revenues arising from the Certificates will not be subject to imposta sostitutiva, but must be included in the relevant Security holder's income tax return and are therefore subject to Italian corporate tax.

Capital gains realized by non-Italian resident Security holders are not subject to Italian taxation, provided that the Certificates are held outside of Italy.

Atypical securities

In accordance with a different interpretation of current tax law there is a remote possibility that the Certificates would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Certificates may be subject to an Italian withholding tax, levied at the rate of 27 per cent.

The 27 per cent. withholding tax mentioned above does not apply to payments made to a non-Italian resident Security holder and to an Italian resident Security holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required, from 1st July, 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, or a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date.

Implementation in Italy of the EU Savings Directive

Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (Decree No. 84). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid starting from 1 July 2005 to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian paying agents (i.e. banks, società di intermediazione Mobiliare (SIM), fiduciary companies, società di gestione del risparmio (SGR) resident for tax purposes in Italy, Italian permanent establishments of non-Italian resident persons and any other Italian entity paying interest for professional or business reasons) shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.

Declaration of receipt of this Final Terms dated 11 February 2008 by the investor in the Certificates

I …………………………… xxxxxx declare that I have received and read the Final Terms dated 11 February 2008 before purchasing the Certificates described therein.

dated

Final Terms dated 11February 2008

Bayerische Hypo- und Vereinsbank AG

Issue of up to 70,000 Autocallable Twin Win Certificates linked to Shares under the

Euro 50,000,000,000

Debt Issuance Programme of Bayerische Hypo- und Vereinsbank AG

Full information on the Issuer and the offer of the Certificates is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at the Issuer’s address at MCD1, Xxxxxxxxxxxxxxx 00, X-00000 Xxxxxx, and at xxx.xxxxxxxxxxxx.xxxxxxxxxxxx.xx and copies may be obtained from the Issuer at the above address and at its Xxxxx Xxxxxx, at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxx Xxxxx.

PART A - GENERAL INFORMATION

1. Issuer:	Bayerische Hypo- und Vereinsbank AG
2. (i) Series Number:	IT138
(ii) Tranche Number:	1
3. Form of Instruments:
(i) Notes (other than Credit Linked Notes):	Not Applicable
Credit Linked Notes	Not Applicable
Mortgage Pfandbriefe (Hypothekenpfandbriefe)	Not Applicable
Public Sector Pfandbriefe (Öffentliche Pfandbriefe)	Not Applicable
(ii) Certificates	Applicable

(iii) Warrants	Not Applicable
4. Governing Law:	Italian law
5. Specified Currency:	Euro “EUR”
6. Number of Certificates admitted to trading:
(i) Series:	1
(ii) Tranche:	1
7. Issue Price:	EUR 100 per Certificate
8. Nominal Amount per Certificate :	Not Applicable
9. Language of Terms and Conditions:	English only
10. (i) Issue Date:	11.03.2008
(ii) Interest Commencement Date:	Not Applicable
11. Maturity Date:	11.03.2011
12. Interest Basis:	Non-interest bearing.
13. (i) Redemption/Payment Basis:	Redemption Amount determined by reference to the Reference Asset by way of cash settlement. (further particulars specified below)
Xxxxxx'x right of waiver:	Yes. the Waiver Notice is set out in Annex IV
(ii) Reference Asset	Shares
14. Change of Interest or Redemption/Payment Basis:	Not Applicable
15. Early Redemption at Issuer's Option:	Automatic Early Redemption
16. Early Redemption at Instrument holder's Option:	Not Applicable
17. Status of the Notes:	Unsubordinated
18. Date approval for issuance of Instruments obtained:	Not Applicable
19. Method of distribution:	Non-syndicated
Provisions relating to interest (if any)

payable

20. Fixed Rate Certificate Provisions

Not Applicable

21. Floating Rate Certificate Provisions

Not Applicable

22. Zero Coupon Note Provisions Not Applicable

23. Provisions to determine Additional Amount for the Certificates

Not Applicable

24. Other Interest Provisions Not Applicable

Provisions relating to redemption

25. Early Redemption at Issuer's Option

Applicable

Provisions relating to Notes: Not Applicable

Provisions relating to Certificates:

Applicable

Certificates with Automatic Early Redemption:

Applicable

Observation Date(s): The Observation Dates are:

10.09.2008 (“First Observation Date”) 10.03.2009 (“Second Observation Date”) 10.09.2009 (“Third Observation Date”) 10.03.2010 (“Fourth Observation Date”) 10.09.2010 (“Fifth Observation Date”)

Redemption Threshold(s): Not Applicable

Early Maturity Date(s): Five Banking Days following each relevant Observation Date. Early Redemption Amount: If on an Observation Date the following condition is fulfilled:

- the reference price of the Share as determined and published by the Relevant Exchange being equal or higher than the Strike on an Observation Date;

then the Certificate is redeemed and the Certificateholders will receive in relation to each Certificate an amount in EUR as follows:

	- with respect to the First Observation Date, EUR 108.10; - with respect to the Second Observation Date, EUR 116.20; - with respect to the Third Observation Date, EUR 124.30; - with respect to the Fourth Observation Date, EUR 132.40; - with respect to the Fifth Observation Date, EUR 140.50. Where: “Strike” means 100% of the reference price of the Share on the Fixing Date. Fixing Date means 10.03.2008
Certificates with Issuer’s Regular Call Right:	Not Applicable
(i) Call Date:	Not Applicable
(ii) Notice period prior to Call Date:	Not Applicable
26. Early Redemption at Instrumentholder's Option	Not Applicable
27. Redemption Amount:	Redemption Amount linked to Reference Asset.
Automatic Exercise	Applicable
	The Waiver Date is: a. if an Early Redemption has never occurred on an Observation Date, the first Banking Day following the Valuation Date b. if an Early Redemption has occurred on an Observation Date, the first Banking Day following the respective Observation Date. For the avoidance of doubt, any time implication within the Terms and Conditions of the Certificates is referring to Milan time. Minimum Exercise Number is 1 certificate.
28. Redemption Amount linked to Reference Assets:	Applicable
(i) Formula to determine the Redemption Amount and/or,	Subject to the Terms and Conditions of the Certificates, these Final Terms and the Certificates not being redeemed early at an

as the case may be, quantity of Reference Assets to be delivered instead of Redemption Amount:

Early Maturity Date, the Issuer will pay the Redemption Amount to the Certificateholders on the fifth Banking Date following the Valuation Date.

In relation to each Series of Certificates, the Redemption Amount shall be determined by the Calculation Agent at the Valuation Date as follows:

Redemption Amount = [Strike + Leverage Factor Up% x (Reference Price - Strike)] x Parity

Redemption Amount = [Strike + Leverage Factor Down% x (Strike – Reference Price)] x Parity

Redemption Amount = Reference Price x Parity

Where:

“Barrier Event” occurs when the reference price of the Share as determined and published by Borsa Italiana S.p.A. is lower than or equal to the Barrier.

“Barrier” means the 60% of the reference price of the Share on the Fixing Date.

“Leverage Factor Up%” 100%

“Leverage Factor Down%” 100%

“Parity” means the ratio between the Issue Price and the Strike and shall only be used in connection with the calculation of the Redemption Amount pursuant to this item 28.

Within the calculation of the Redemption Amount any amount determined will be rounded up or down to six decimal places, with 0.0000005 rounded up.

(ii) Valuation Date:	The Valuation Date, as determined by the Calculation Agent, is: a. in case an Early Redemption has never occurred on an Observation Date, 10.03.2011 b. in case an Early Redemption occurs on an Observation Date, the Observation Date.
(iii) Calculation Date:	The Calculation Date is, any day on which the Share is scheduled to be traded on the Relevant Exchange.
(iv) Observation Date(s):	The Observation Period is the period from and including the Fixing Date to and including the Valuation Date. If a Market Disruption occurs on a day of the Observation Period, such day shall be excluded from the Observation Period.
(v) Reference Price:	The Reference Price, as determined by the Calculation Agent, is the reference price of the Share, as determined and published by Borsa Italiana S.p.A. on the Valuation Date and published on Reuters respectively at ENEI.MI page;
(vi) Business Centres for Banking Day:	Milan
(vii) Minimum Amount / Maximum Amount:	Not Applicable
(viii) Market Disruption and Adjustment provisions (if different from [§3b and §3c] [§4 and §5]):	Provisions §4(1), §4(2) and §4(3) (“Market Disruption”) shall not apply and shall be replaced by the following ones: (1) If a Market Disruption occurs on the Valuation Date, and/or the Fixing Date, the Valuation Date and/or the Fixing Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be postponed accordingly if applicable. (2) Should the Market Disruption continue for more than 1 (one), with respect to the Fixing Date, or 8 (eight), with respect to the Valuation Date, consecutive Banking Days, that first or eight Banking Day shall be deemed to be the Fixing Date or Valuation Date, notwithstanding the fact that on such day a Market Disruption occurs, and the Issuer, in its good faith and absolute discretion shall determine, or cause the Calculation Agent to determine, the Reference Price affected by the Market Disruption required for the determination of the Redemption Amount in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last such Reference Price immediately prior to the occurrence of the Market Disruption available to the Issuer or the Calculation Agent, taking into account the economic position of the Certificateholders (3) If a Market Disruption occurs on an Observation Date, the relevant Observation Date will be postponed to the next following

Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Observation Date shall be postponed accordingly if applicable.

(5) “Market Disruption” means:

(i) the suspension or restriction of trading in the Reference Asset on the Relevant Exchange or

(ii) the suspension or restriction of trading in an options or futures contract relating to the Reference Asset on the Determining Futures Exchange.

Provisions §5 (“Adjustments. Early Redemption”) shall not apply and shall be replaced by the following ones:

(1) The Calculation Agent shall be authorised, in its reasonable discretion, to adjust the method for the determination of the Redemption Amount upon the occurrence of any of the following events:

- the Determining Futures Exchange performs an early termination of the respective Derivatives outstanding linked to the

Reference Asset, or

- the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the Reference Asset.

(2) Should

- the quotation of the Reference Asset at the Relevant Exchange be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined

29. Early Redemption Amount

Not Applicable

Provisions relating to Reference Assets
30. Basket as Reference Asset / Underlying	Not Applicable
31. Shares as Reference Asset	Applicable
Description of Share(s):	ENEL ordinary share
Share Issuer/Issuers:	ENEL S.p.A.
ISIN (other security codes):	IT0003128367
Relevant Exchange(s):	Borsa Italiana S.p.A.
Determining Futures Exchange(s):	IDEM
Bonds as Reference Asset / Basket Component:	Not Applicable
Certificates as Reference Asset / Basket Component:	Not Applicable
Fund shares as Reference Asset / Basket Component:	Not Applicable
Indices as Reference Asset / Basket Component /	Not Applicable
Interest rates as Reference Asset / Basket Component:	Not Applicable
Currency exchange rates as Reference Asset / Basket Components:	Not Applicable
Commodities as Reference Asset / Basket Components:	Not Applicable
Future Contracts as Reference Asset / Basket Components:	Not Applicable
General provisions applicable to the Instruments
32. Form of Instruments:	Global Certificate
33. Additional Financial Center(s) or other special provisions relating to Payment Dates:	Milan

34. Notices:	If the Certificates are traded on the Italian regulated market of Borsa Italiana S.p.A. and so long as the applicable rules so require, all notices to the Certificateholders shall be valid if published by Borsa Italiana S.p.A.. All notices to the Certificateholders shall also be published by the Calculation Agent on the website xxx.xxxxxxxxxxxx.xxxxxxxxxxxx.xx. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A..
35. Redenomination,renominalization and reconventioning provisions:	Not Applicable
36. Consolidation provisions:	Not Applicable
37. Trustee in case of appointment of a Substitute Debtor:	Not Applicable
38. Calculation Agent:	Bayerische Hypo- und Vereinsbank AG
39. Other terms or special conditions:	The Final Terms of these Certificates are written in the English language and provided with an Italian language translation. The English text shall be controlling and binding. The Italian language translation is provided for convenience only.
	The following paragraph shall be added to the Provision §10(1) (Substitution of Issuer) and numerated as (f): The Issuer unconditionally and irrevocably guarantees the obligations of the New Obligor.
Distribution
40. Method of distribution:	Non-syndicated
41. If syndicated, names and addresses of Managers and underwriting commitments and details of any coordinator for the global offer or parts thereof:	Not Applicable
(i) Date of Subscription Agreement:	Not Applicable
(ii) Stabilizing Manager (if any):	Not Applicable
42. If non-syndicated, name and address of Dealer:	UniCredit Xelion Banca S.p.A., with registered office at Xxx Xxxxxxx 00 Xxxxx, Xxxxx UniCredit Private Banking S.p.A., with registered office at Xxx Xxxxxxxx 00, 00000 Xxxxxx Banco di Sicilia S.p.A., with registered office at Xxx Xxxxxxxx Xxxxxxxxx 0,00000 Xxxxxxx Bipop Carire S.p.A., with registered office at Xxx Xxxxxxxxxx 00, 00000 Xxxxxxx

	UniCredit Banca di Roma S.p.A., with registered office at Xxx Xxxxxx 000, 00000 Xxxx.
43. Total commission and concession:	The Issue Price comprises the following commissions: a structuring commission for the Issuer, Bayerische Hypo- und Vereinsbank AG, equal to 0.40 per cent of the Issue Price, a placement commission for the Dealers, equal to 2.00 per cent. of the Issue Price, and other structuring charges for the Issuer equal to 0.20 per cent. of the Issue Price Therefore, having an Issue Price of EUR 100 and an unchanged derivative component value up to the Issue Date, such Issue Price may be also illustrated as follows: Derivative Structuring Placement Other Issue Price component commission commission charges (A) (B) (C) (D) (E=A+B+C+D) EUR 97.40 EUR 0.40 EUR 2.00 EUR 0.20 EUR 100
44. Additional selling restrictions:	Not Applicable
45. Operational Information
(i) ISIN:	DE000HV5YEF5
(ii) Common Code:	Not Applicable
(iii) WKN:	HV5YEF
(iv) Other relevant security codes:	Not Applicable
(v) New Global Note intended to be held in a manner which would allow Eurosystem eligibility:	Not Applicable
(vi) Clearing System(s):	Clearstream Banking AG, Frankfurt am Main ("CBF”)
(vii) Delivery:	Delivery free of payment
(viii) Additional Paying Agent(s) (if any):	Not Applicable
(ix) Dealer’s/Lead Manager’s security account number:	Monte Titoli account 7248 at Clearing System
PART B - OTHER INFORMATION
46. Listing
(i) Listing	Application will be made for listing the Certificates on: - the official list of Borsa Italiana S.p.A. and admission to trading on SEDEX of Borsa Italiana S.p.A., or

	- the EuroTLX managed by TLX S.p.A.
(ii) Admission to trading	Application will be made for the Certificates to be admitted to trading on the SeDeX market of Borsa Italiana S.p.A. or on the EuroTLX managed by TLX S.p.A.. The Issuer (also the "Market Maker") undertakes to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A. or EuroTLX, where the Certificates of each Series are expected to be listed. The obligations of the Market Maker are regulated by the rules of the markets organized and managed by Borsa Italiana S.p.A. or by TLX S.p.A., and the relevant instructions to such rules.
(iii) Estimate of total expenses related to admission to trading	Not Applicable
47. Ratings	The Instruments to be issued are not expected to be rated.
48. Notification:	Applicable
	The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
49. Interests of natural and legal persons involved in the offer	Applicable
	The Issuer and the Dealers, have a conflict of interest with the Certificateholders of the Certificates, with regard to the offer of the Certificates, due to their respective roles in the issue and offer of the Certificates and as they both belong to the same UniCredit Banking Group. In particular, the Issuer is also the arranger and the Calculation Agent of the Certificates. Moreover, the Issuer shall also act as the “Responsabile del Collocamento” (as defined by article 93-bis of Legislative Decree 58/1998) of the Certificates. Lastly, the Dealers shall receive from the Issuer an implied placement commission comprised in the Issue Price. With regard to trading of the Certificates the Issuer has a conflict of interest being also the Market Maker on the regulated market “SeDeX” of Borsa Italiana S.p.A. or on the Multilateral Trading Facility EuroTLX, where the Certificates may be listed; moreover please note that the Multilateral Trading Facility EuroTLX is organized and managed by TLX S.p.A., a company in which UniCredit Banca Mobiliare S.p.A. - a member of UniCredito Italiano Banking Group as the Issuer - has a stake in.
50. Reasons for the offer/Estimated	Applicable

net proceeds/Estimated total expenses

(i) Reasons for the offer See "General Information - Use of Proceeds and reasons for the

offer" in the Prospectus.

(ii) Estimated net proceeds: Not Applicable

(iii) Estimated total expenses: Not Applicable

51. Fixed Rate Instruments only – Yield

Not Applicable

52. Performance of, and other information concerning the Reference Asset:

As specified in Annex I to these Final Terms.

53. Specific Risk Factors relating to the calculation method for the Reference Asset-linked Redemption Amount or the applicable Reference Asset:

As specified in Annex II to these Final Terms

54. Details relating to the performance of the Reference Asset and the explanation of the effect on the value of the Instruments:

As specified in Annex III to these Final Terms

55. Restriction on the free transferability of the Instruments

None

56. Taxation: Taxation as specified in Annex V.

57. Details relating to public offer The Dealers are in charge of the placement of the Certificates.

The Issuer is the “Responsabile del Collocamento”, as defined in article 93-bis of Legislative Decree 58/98 (as subsequently amended and supplemented).

Subscription orders are irrevocable, except for what provided for the “door to door selling”, and will be accepted starting from 11 February 2008 to 07 March 2008 (the "Offer Period") – unless closed in advance and without previous notice – and will be satisfied within the limits of the maximum number of Certificates on offer.

The Issuer reserves the right to withdraw from the offer until the Issue Date at unquestionable discretion whereby all subscription requests of the Certificates shall be considered void and without any effect and the issue of the Certificates shall no longer take place. The Issuer also reserves the right to early terminate the Offer Period, as defined below, (so that no further subscription

requests shall be accepted following early termination of the Offer Period), regardless of whether all available Certificates have been subscribed or not, or to delay the Offer Period, at its unquestionable discretion.

Certificates can be placed by the relevant dealer through its offices or secondary offices, and/or through door to door selling (through financial sales agents, pursuant to the Articles 30 and 31 of the Legislative Decree 24 February 1998, n. 58). Therefore, the effects of the subscription agreements entered into out of premises will be suspended for seven days as from the date of the subscription by the investors. Within such terms, the investor can withdraw by means of a notice to the financial promoter or the Distributors without expenses or other fees

The number of Certificates on offer is up to a maximum of 70,000 Certificates.

RESPONSIBILITY

Signed on behalf of the Issuer: By:

Duly authorized

Annex I Information about the Share

SHARE ISSUER

DESCRIPTION OF SHARE

ISIN

RELEVANT EXCHANGE

DETERMINING

FUTURE EXCHANGE

ENEL S.P.A.

ENEL

IT0003128367

Borsa Italiana S.p.A.

IDEM

Annex II Additional Specific Risks

In addition to the risk factors set out on pages 38 to 49 of the Base Prospectus, investors should carefully consider the following additional risk information:

Redemption of the amount initially paid at issue is not guaranteed at maturity.

At maturity:

1. in case of a positive underlying performance, the holder shall benefit entirely from such performance;

Should the above early redemption occur, the Certificates shall be redeemed at a value higher than its Issue Price as stated in the Final Terms.

The amount to be paid on early redemption may vary at each Observation Date and is higher as the Observation Date is closer to the Maturity Date.

Additional specific risks associated with the Issuer are:

Issuer risk

The investment is subject to the Issuer risk, i.e. the possibility that the Issuer may not be able to meet its payment obligations with respect to the Certificates.

The protection afforded by the Italian Interbank Deposit Protection Fund (FITD) does not apply to the Certificates.

Risk of changes in underlying value

Liquidity Risk

Tax Regime Risk

Risk of variations in the Terms and Conditions

Risk of autonomous determinations by the Issuer acting as Calculation Agent

Risk of Market Disruption Events and/or extraordinary events with respect to the Shares

The Terms and Conditions and the Final Terms hereof provide for the possibility of certain Market Disruption events and extraordinary events occurring with respect to the Shares.

Xxxxx XXX

Performance of Certificates, explanation of effect on value of investment and associated risks

1. Explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.

As of 25 January 2008, the values of the share, the months to maturity and the volatilities are indicated in bold type.

Effect on the Certificates price of a variation of the share

Variation %	Certificates price	Variation %
+5%	EUR 102.38	+2.38%
-	EUR 100	-
-5%	EUR 96.89	-3.11%

Effect on the Certificates price of a variation of the share volatility

Variation %	Certificates price	Variation %
+5%	EUR 97.31	-2.69%
-	EUR 100	-
-5%	EUR 103.05	+3.05%

Effect on the Certificates price of the time decay

Months to Maturity Date	Certificates price	Variation %
36	EUR 100	-
34	EUR 100.82	+0.82%
32	EUR 102.97	+2.97%

2. Redemption Amount yield scenarios

The following scenarios assume, at the Fixing Date a share value equal to EUR 7.3 and:

- Strike: EUR 7.3;

- Barrier: EUR 4.38;

- Leverage Factor Up%: 100%;

- Leverage Factor Down%: 100%;

- Parity: 13.69863.

Scenario of Early Redemption

At the First Observation Date the share value is higher than or equal to the Strike: for example EUR 10.

The Early Redemption Amount will be equal to EUR 108.10

If the certificates is not settled earlier, at maturity various scenarios may be possible depending on the value of the Shares.

Please see below a few examples of what the Redemption Amount would be, depending on the various scenarios at maturity.

Scenario 1

At the Valuation Date the share value is higher than the Strike: for example EUR 10. The Redemption Amount will be equal to:

Redemption Amount = [EUR 7.3 + 100% x (EUR 10 – EUR 7.3)] x 13.69863 = EUR 136.99

Scenario 2

A Barrier Event has never occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 6.

Redemption Amount will be equal to:

Redemption Amount = [EUR 7.3 + 100% x (EUR 7.3 – EUR 6)] x 13.69863 = EUR 117.81

Scenario 3

A Barrier Event has occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 6.

The Redemption Amount will be equal to:

Redemption Amount = EUR 6 x 13.69863 = EUR 82.19

3. Backtesting simulation

Hypothetical characteristics of the Certificates:

- Fixing Date: 24.01.2005

- Share value at the Fixing Date: EUR 6.9646

- Strike: EUR 6.9646

- Barrier: EUR 4.17876

- Leverage Factor Up%: 100%

- Leverage Factor Down%: 100%

- Parity: 14.3583264

- Issue Price: EUR 100

- First Observation Date: 27.07.2005

- Second Observation Date: 24.01.2006

- Third Observation Date: 27.07.2006

- Fourth Observation Date: 24.01.2007

- Fifth Observation Date: 27.07.2007

- Maturity Date: 25.01.2008

At the Fourth Observation Date the Share value was equal to EUR 8.063, higher than the Strike. The Certificates would be settled earlier and the holders would have received EUR 132.40 per certificates.

Annex IV

Form of Waiver Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: Bayerische Hypo- und Vereinsbank AG

Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

Certificates su ………….. scad. ………… emessi da Bayerische Hypo- und Vereinsbank AG (i “Certificates”)

L’intermediario

Codice ISIN dei Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Numero di Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

Annex V

Tax Regime in the Republic of Italy

Italian taxation of the Certificates

Capital gains realized by non-Italian resident Security holders are not subject to Italian taxation, provided that the Certificates are held outside of Italy.

Atypical securities

EU Savings Directive

Implementation in Italy of the EU Savings Directive

Declaration of receipt of this Final Terms dated 11 February 2008 by the investor in the Certificates

I …………………………… xxxxxx declare that I have received and read the Final Terms dated 11 February 2008 before purchasing the Certificates described therein.

dated

Final Terms dated 10 March 2008

Bayerische Hypo- und Vereinsbank AG

Issue of up to 50,000 Autocallable Twin Win Certificates linked to Shares under the

Euro 50,000,000,000

Debt Issuance Programme of Bayerische Hypo- und Vereinsbank AG

PART A - GENERAL INFORMATION

1. Issuer:	Bayerische Hypo- und Vereinsbank AG
2. (i) Series Number:	IT 501
(ii) Tranche Number:	1
3. Form of Instruments:
(i) Notes (other than Credit Linked Notes):	Not Applicable
Credit Linked Notes	Not Applicable
Mortgage Pfandbriefe (Hypothekenpfandbriefe)	Not Applicable
Public Sector Pfandbriefe (Öffentliche Pfandbriefe)	Not Applicable
(ii) Certificates	Applicable

(iii) Warrants	Not Applicable
4. Governing Law:	Italian law
5. Specified Currency:	Euro “EUR”
6. Number of Certificates admitted to trading:
(i) Series:	Up to 50,000 Certificates will be offered during the Offer Period. The final number of Certificates will be defined after the Offer Period and will be obtainable at Bayerische Hypo- und Vereinsbank AG, Xxxxx Xxxxxx, at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxx Xxxxx.
(ii) Tranche:	Up to 50,000 Certificates
7. Issue Price:	EUR 100 per Certificate
8. Nominal Amount per Certificate :	Not Applicable
9. Language of Terms and Conditions:	English only
10. (i) Issue Date:	09.04.2008
(ii) Interest Commencement Date:	Not Applicable
11. Maturity Date:	08.04.2011
12. Interest Basis:	Non-interest bearing.
13. (i) Redemption/Payment Basis:	Redemption Amount determined by reference to the Reference Asset by way of cash settlement. (further particulars specified below)
Xxxxxx'x right of waiver:	Yes. The Waiver Notice is set out in Annex IV and V
(ii) Reference Asset	Shares
14. Change of Interest or Redemption/Payment Basis:	Not Applicable
15. Early Redemption at Issuer's Option:	Automatic Early Redemption
16. Early Redemption at Instrument holder's Option:	Not Applicable
17. Status of the Notes:	Unsubordinated
18. Date approval for issuance of Instruments obtained:	Not Applicable

19. Method of distribution:	Non-syndicated
Provisions relating to interest (if any) payable
20. Fixed Rate Certificate Provisions	Not Applicable
21. Floating Rate Certificate Provisions	Not Applicable
22. Zero Coupon Note Provisions	Not Applicable
23. Provisions to determine Additional Amount for the Certificates	Not Applicable
24. Other Interest Provisions	Not Applicable
Provisions relating to redemption
25. Early Redemption at Issuer's Option	Applicable
Provisions relating to Notes:	Not Applicable
Provisions relating to Certificates:	Applicable
Certificates with Automatic Early Redemption:	Applicable
Observation Date(s):	The Observation Dates are: - 07.10.2008 (First Observation Date) - 07.04.2009 (Second Observation Date) - 07.10.2009 (Third Observation Date) - 07.04.2010 (Fourth Observation Date) - 07.10.2010 (Fifth Observation Date)
Redemption Threshold(s):	Not Applicable
Early Maturity Date(s):	Five Banking Days following each relevant Observation Date.
Early Redemption Amount:	If on an Observation Date the following condition is fulfilled: - the reference price of the Share as determined and published by the Relevant Exchange being equal or higher than the Strike on an Observation Date;

	then the Certificate is redeemed and the Certificate holders will receive in relation to each Certificate an amount in EUR as follows: - with respect to the First Observation Date, EUR 108.90; - with respect to the Second Observation Date, EUR 117.80; - with respect to the Third Observation Date, EUR 126.70; - with respect to the Fourth Observation Date, EUR 135.60; - with respect to the Fifth Observation Date, EUR 144.50. Where: “Strike” means 100% of the reference price of the Share on the Fixing Date. Fixing Date means 07.04.2008
Certificates with Issuer’s Regular Call Right:	Not Applicable
(i) Call Date:	Not Applicable
(ii) Notice period prior to Call Date:	Not Applicable
26. Early Redemption at Instrument holder's Option	Not Applicable
27. Redemption Amount:	Redemption Amount linked to Reference Asset.
Automatic Exercise	Applicable
	The Waiver Date is: a. if an Early Redemption has never occurred on an Observation Date, the first Banking Day following the Valuation Date b. if an Early Redemption has occurred on an Observation Date, the first Banking Day following the respective Observation Date. For the avoidance of doubt, any time implication within the Terms and Conditions of the Certificates is referring to Milan time. Minimum Exercise Number is 1 certificate.
28. Redemption Amount linked to	Applicable

Reference Assets:

(i) Formula to determine the Redemption Amount and/or, as the case may be, quantity of Reference Assets to be delivered instead of Redemption Amount:

Subject to the Terms and Conditions of the Certificates, these Final Terms and the Certificates not being redeemed early at an Early Maturity Date, the Issuer will pay the Redemption Amount to the Certificate holders on the fifth Banking Date following the Valuation Date.

In relation to each Series of Certificates, the Redemption Amount shall be determined by the Calculation Agent at the Valuation Date as follows:

1. if on the Valuation Date the Reference Price of the Share is higher than the Strike, the Certificate holders will receive in relation to each Certificate an amount in EUR calculated in accordance with the following formula:

Redemption Amount = [Strike + Leverage Factor Up% x (Reference Price - Strike)] x Parity

Redemption Amount = [Strike + Leverage Factor Down% x (Strike – Reference Price)] x Parity

Redemption Amount = Reference Price x Parity

Where:

“Barrier Event” occurs when the reference price of the Share as determined and published by Borsa Italiana S.p.A. is lower than or equal to the Barrier.

“Barrier” means the 60% of the reference price of the Share on the Fixing Date.

“Leverage Factor Up%” 100%

“Leverage Factor Down%” 100%

“Parity” means the ratio between the Issue Price and the Strike and shall only be used in connection with the calculation of the Redemption Amount pursuant to this item 28.

	Within the calculation of the Redemption Amount any amount determined will be rounded up or down to six decimal places, with 0.0000005 rounded up.
(ii) Valuation Date:	The Valuation Date, as determined by the Calculation Agent, is: a. in case an Early Redemption has never occurred on an Observation Date, 07.04.2011 b. in case an Early Redemption occurs on an Observation Date, the Observation Date.
(iii) Calculation Date:	The Calculation Date is, any day on which the Share is scheduled to be traded on the Relevant Exchange.
(iv) Observation Date(s):	The Observation Period is the period from and including the Fixing Date to and including the Valuation Date. If a Market Disruption occurs on a day of the Observation Period, such day shall be excluded from the Observation Period.
(v) Reference Price:
	The Reference Price, as determined by the Calculation Agent, is the reference price of the Share, as determined and published by Borsa Italiana S.p.A. on the Valuation Date and published on Reuters respectively at ENI.MI page;
(vi) Business Centres for Banking Day:	Milan
(vii) Minimum Amount / Maximum Amount:	Not Applicable
(viii) Market Disruption and Adjustment provisions (if different from [§3b and §3c] [§4 and §5]):	Provisions §4(1), §4(2) and §4(3) (“Market Disruption”) shall not apply and shall be replaced by the following ones: (1) If a Market Disruption occurs on the Valuation Date, and/or the Fixing Date, the Valuation Date and/or the Fixing Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be postponed accordingly if applicable. (2) Should the Market Disruption continue for more than 2 (two), with respect to the Fixing Date, or 8 (eight), with respect to the Valuation Date, consecutive Banking Days, that second or eighth Banking Day shall be deemed to be the Fixing Date or Valuation Date, notwithstanding the fact that on such day a Market Disruption occurs, and the Issuer, in its good faith and absolute discretion shall determine, or cause the Calculation Agent to determine, the Reference Price affected by the Market Disruption required for the determination of the Redemption Amount in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last such Reference Price immediately prior to the occurrence of the Market

Disruption available to the Issuer or the Calculation Agent, taking into account the economic position of the Certificateholders

(3) If a Market Disruption occurs on an Observation Date, the relevant Observation Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Observation Date shall be postponed accordingly if applicable.

(4) Should the Market Disruption continue for more than 8 consecutive Banking Days, that eighth Banking Day shall be deemed to be the Observation Date, notwithstanding the fact that on such day a Market Disruption occurs. Moreover, in order to determine if the condition for the payment of the Early Redemption Amount is fulfilled, the Issuer, in its good faith and absolute discretion shall determine, or cause the Calculation Agent to determine, the official reference price of the Shares affected by the Market Disruption in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last trading price immediately prior to the occurrence of the Market Disruption available to the Issuer or the Calculation Agent, taking into account the economic position of the Certificateholders.

(5) “Market Disruption” means:

(i) the suspension or restriction of trading in the Reference Asset on the Relevant Exchange or

(ii) the suspension or restriction of trading in an options or futures contract relating to the Reference Asset on the Determining Futures Exchange.

Provisions §5 (“Adjustments. Early Redemption”) shall not apply and shall be replaced by the following ones:

(1) The Calculation Agent shall be authorized, in its reasonable discretion, to adjust the method for the determination of the Redemption Amount upon the occurrence of any of the following events:

funds, distribution of special dividends, share splits, merger, liquidation, nationalization, tender offer) , or

- the Determining Futures Exchange performs an early termination of the respective Derivatives outstanding linked to the Reference Asset, or

- the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the Reference Asset.

(2) Should

- the quotation of the Reference Asset at the Relevant Exchange be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined

If the Certificates are so cancelled the Issuer will pay an amount to each Certificate holder in respect of each Certificate held by him which amount shall be the reasonable market value of a Certificate (the “Cancellation Amount”) on a day selected by the Issuer in its good faith and absolute discretion and taking into account the adjustment event, all as determined by the Calculation Agent in its good faith and absolute discretion. The Cancellation Amount will be paid within five Banking Days as of its determination to the Clearing System or to its order with the instruction for immediate forwarding to the Certificateholders.

29. Early Redemption Amount

Early Redemption Amount payable on redemption for taxation reasons or on Issuer Event of Default or on Early

Not Applicable

Redemption Event and/or the method of calculating the same (if required or if different from that set out in the Conditions):

Provisions relating to Reference Assets

30. Basket as Reference Asset / Underlying

Not Applicable

31. Shares as Reference Asset Applicable

Description of Share(s): ENI ordinary share

Share Issuer/Issuers: ENI S.p.A. ISIN (other security codes): IT0003132476

Relevant Exchange(s): Borsa Italiana S.p.A. Determining Futures Exchange(s): IDEM

Bonds as Reference Asset / Basket Component:

Not Applicable

Certificates as Reference Asset / Basket Component:

Not Applicable

Fund shares as Reference Asset

/ Basket Component:

Not Applicable

Indices as Reference Asset / Basket Component /

Not Applicable

Interest rates as Reference Asset / Basket Component:

Not Applicable

Currency exchange rates as Reference Asset / Basket Components:

Not Applicable

Commodities as Reference Asset

/ Basket Components:

Not Applicable

Future Contracts as Reference Asset / Basket Components:

Not Applicable

General provisions applicable to the Instruments

32. Form of Instruments:	Global Certificate
33. Additional Financial Center(s) or other special provisions relating to Payment Dates:	Milan
34. Notices:	If the Certificates are traded on the Italian regulated market of Borsa Italiana S.p.A. and so long as the applicable rules so require, all notices to the Certificateholders shall be valid if published by Borsa Italiana S.p.A.. All notices to the Certificateholders shall also be published by the Calculation Agent on the website xxx.xxxxxxxxxxxx.xxxxxxxxxxxx.xx. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A..
35. Redenomination,renominalization and reconventioning provisions:	Not Applicable
36. Consolidation provisions:	Not Applicable
37. Trustee in case of appointment of a Substitute Debtor:	Not Applicable
38. Calculation Agent:	Bayerische Hypo- und Vereinsbank AG
39. Other terms or special conditions:	The Final Terms of these Certificates are written in the English language and provided with an Italian language translation. The English text shall be controlling and binding. The Italian language translation is provided for convenience only.
	The following paragraph shall be added to the Provision §10(1) (Substitution of Issuer) and numerated as (f): The Issuer unconditionally and irrevocably guarantees the obligations of the New Obligor.
Distribution
40. Method of distribution:	Non-syndicated
41. If syndicated, names and addresses of Managers and underwriting commitments and details of any coordinator for the global offer or parts thereof:	Not Applicable
(i) Date of Subscription Agreement:	Not Applicable
(ii) Stabilizing Manager (if any):	Not Applicable
42. If non-syndicated, name and address of Dealer:	UniCredit Private Banking S.p.A., with registered office at Xxx Xxxxxxxx 00, 00000 Xxxxxx

	UniCredit Banca di Roma S.p.A., with registered office at Xxx Xxxxxx 000, 00000 Xxxx. Bipop Carire S.p.A., with registered office at Xxx Xxxxxxxxxx 00, 00000 Xxxxxxx Xxxxx xx Xxxxxxx S.p.A., with registered office at Xxx Xxxxxxxx Xxxxxxxxx 0,00000 Xxxxxxx
00. Total commission and concession:	The Issue Price comprises the following commissions: a structuring commission for the Issuer, Bayerische Hypo- und Vereinsbank AG, equal to 0.50 per cent of the Issue Price, a placement commission for the Dealers, equal to 2.00 per cent. of the Issue Price, and other structuring charges for the Issuer equal to 0.30 per cent. of the Issue Price Therefore, having an Issue Price of EUR 100 and an unchanged derivative component value up to the Issue Date, such Issue Price may be also illustrated as follows: Derivative Structuring Placement Other Issue Price component commission commission charges (A) (B) (C) (D) (E=A+B+C+D) EUR 97.20 EUR 0.50 EUR 2.00 EUR 0.30 EUR 100
44. Additional selling restrictions:	Not Applicable
45. Operational Information
(i) ISIN:	DE000HV7LLM9
(ii) Common Code:	Not Applicable
(iii) WKN:	HV7LLM
(iv) Other relevant security codes:	Not Applicable
(v) New Global Note intended to be held in a manner which would allow Eurosystem eligibility:	Not Applicable
(vi) Clearing System(s):	Clearstream Banking AG, Frankfurt am Main ("CBF”)
(vii) Delivery:	Delivery free of payment
(viii) Additional Paying Agent(s) (if any):	Not Applicable
(ix) Dealer’s/Lead Manager’s security account number:	Monte Titoli account 7248 at Clearing System
PART B - OTHER INFORMATION
46. Listing

(i) Listing	Application will be made for listing the Certificates on: - the official list of Borsa Italiana S.p.A. and admission to trading on SEDEX of Borsa Italiana S.p.A., or - the EuroTLX managed by TLX S.p.A.
(ii) Admission to trading	Application will be made for the Certificates to be admitted to trading on the SeDeX market of Borsa Italiana S.p.A. or on the EuroTLX managed by TLX S.p.A.. The Issuer (also the "Market Maker") undertakes to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A. or EuroTLX, where the Certificates of each Series are expected to be listed. The obligations of the Market Maker are regulated by the rules of the markets organized and managed by Borsa Italiana S.p.A. or by TLX S.p.A., and the relevant instructions to such rules.
(iii) Estimate of total expenses related to admission to trading	Not Applicable
47. Ratings	The Instruments to be issued are not expected to be rated.
48. Notification:	Applicable
	The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
49. Interests of natural and legal persons involved in the offer	Applicable
	The Issuer and the Dealers, have a conflict of interest with the Certificateholders of the Certificates, with regard to the offer of the Certificates, due to their respective roles in the issue and offer of the Certificates and as they both belong to the same UniCredit Banking Group. In particular, the Issuer is also the arranger and the Calculation Agent of the Certificates. Moreover, the Issuer shall also act as the “Responsabile del Collocamento” (as defined by article 93-bis of Legislative Decree 58/1998) of the Certificates. Lastly, the Dealers shall receive from the Issuer an implied placement commission comprised in the Issue Price. With regard to trading of the Certificates the Issuer has a conflict of interest being also the Market Maker on the regulated market “SeDeX” of Borsa Italiana S.p.A. or on the Multilateral Trading Facility EuroTLX, where the Certificates may be listed; moreover please note that the Multilateral Trading Facility EuroTLX is organized and managed by TLX S.p.A., a company in which UniCredit Banca Mobiliare S.p.A. - a member of UniCredito

Italiano Banking Group as the Issuer - has a stake in.

50. Reasons for the offer/Estimated net proceeds/Estimated total expenses

Applicable

(i) Reasons for the offer See "General Information - Use of Proceeds and reasons for the

offer" in the Prospectus.

(ii) Estimated net proceeds: Not Applicable

(iii) Estimated total expenses: Not Applicable

51. Fixed Rate Instruments only – Yield

Not Applicable

52. Performance of, and other information concerning the Reference Asset:

As specified in Annex I to these Final Terms.

53. Specific Risk Factors relating to the calculation method for the Reference Asset-linked Redemption Amount or the applicable Reference Asset:

As specified in Annex II to these Final Terms

54. Details relating to the performance of the Reference Asset and the explanation of the effect on the value of the Instruments:

As specified in Annex III to these Final Terms

55. Restriction on the free transferability of the Instruments

None

56. Taxation: Taxation as specified in Annex VI.

57. Details relating to public offer The Dealers are in charge of the placement of the Certificates.

The Issuer is the “Responsabile del Collocamento”, as defined in article 93-bis of Legislative Decree 58/98 (as subsequently amended and supplemented).

Subscription orders are irrevocable, except for what provided for the “door to door selling”, and will be accepted starting from 10 March 2008 to 04 April 2008 (the "Offer Period") and in relation to the “door to door selling” from the 10 March to 2 April 2008 – unless closed in advance and without previous notice – and will be satisfied within the limits of the maximum number of Certificates on offer.

The Issuer reserves the right to withdraw from the offer until the Issue Date at unquestionable discretion whereby all subscription

requests of the Certificates shall be considered void and without any effect and the issue of the Certificates shall no longer take place. The Issuer also reserves the right to early terminate the Offer Period, as defined below, (so that no further subscription requests shall be accepted following early termination of the Offer Period), regardless of whether all available Certificates have been subscribed or not, or to delay the Offer Period, at its unquestionable discretion.

The number of Certificates on offer is up to a maximum of 50,000 Certificates.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. The information included in Annex I (Information about the Shares) has been extracted from the relevant Reuters page ENI.MI and is not necessary the latest information available. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the Share Issuer, no facts have been omitted which would render the reproduced inaccurate or misleading.

Signed on behalf of the Issuer: By:

Duly authorized

Annex I Information about the Share

SHARE ISSUER

DESCRIPTION OF SHARE

ISIN

RELEVANT EXCHANGE

DETERMINING FUTURE EXCHANGE

ENI S.P.A.

ENI

IT0003132476

Borsa Italiana S.p.A.

IDEM

Daily QENI.MI

26.02.2003 - 26.02.2008 (GMT)

Line; QENI.MI; Last Trade(Last); 20.02.2008; 22,96

Price EUR

.1234

VltyCC; QENI.MI; Last Trade(Last); 10; 20.02.2008; 31,0745

Value EUR 40

.1234

m a m g l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g f m a m g l a s o n d g f Q2 03 Q3 03 Q4 03 Q1 04 Q2 04 Q3 04 Q4 04 Q1 05 Q2 05 Q3 05 Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08

Annex II Additional Specific Risks

In addition to the risk factors set out on pages 38 to 49 of the Base Prospectus, investors should carefully consider the following additional risk information:

Redemption of the amount initially paid at issue is not guaranteed at maturity.

At maturity:

1. in case of a positive underlying performance, the holder shall benefit entirely from such performance;

Should the above early redemption occur, the Certificates shall be redeemed at a value higher than its Issue Price as stated in the Final Terms.

The amount to be paid on early redemption may vary at each Observation Date and is higher as the Observation Date is closer to the Maturity Date.

Additional specific risks associated with the Issuer are:

Issuer risk

The investment is subject to the Issuer risk, i.e. the possibility that the Issuer may not be able to meet its payment obligations with respect to the Certificates.

The protection afforded by the Italian Interbank Deposit Protection Fund (FITD) does not apply to the Certificates.

Risk of changes in underlying value

Liquidity Risk

Tax Regime Risk

Risk of variations in the Terms and Conditions

Risk of autonomous determinations by the Issuer acting as Calculation Agent

Risk of Market Disruption Events and/or extraordinary events with respect to the Shares

The Terms and Conditions and the Final Terms hereof provide for the possibility of certain Market Disruption events and extraordinary events occurring with respect to the Shares.

Xxxxx XXX

Performance of Certificates, explanation of effect on value of investment and associated risks

1. Explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.

As of 19 February 2008, the values of the share, the months to maturity and the volatilities are indicated in bold type.

Effect on the Certificates price of a variation of the share

Variation %	Certificates price	Variation %
+5%	EUR 102.54	+2.54%
-	EUR 100	-
-5%	EUR 96.72	-3.28%

Effect on the Certificates price of a variation of the share volatility

Variation %	Certificates price	Variation %
+5%	EUR 97.22	-2.78%
-	EUR 100	-
-5%	EUR 103.3	+3.3%

Effect on the Certificates price of the time decay

Months to Maturity Date	Certificates price	Variation %
36	EUR 100	-
34	EUR 101.84	+1.84%
32	EUR 105.86	+5.86%

2. Redemption Amount yield scenarios

The following scenarios assume, at the Fixing Date a share value equal to EUR 22 and:

- Strike: EUR 22;

- Barrier: EUR 13.2;

- Leverage Factor Up%: 100%;

- Leverage Factor Down%: 100%;

- Parity: 4.545455.

Scenario of Early Redemption

At the First Observation Date the share value is higher than or equal to the Strike: for example EUR 26.

The Early Redemption Amount will be equal to EUR 108.90

If the certificates is not settled earlier, at maturity various scenarios may be possible depending on the value of the Shares.

Please see below a few examples of what the Redemption Amount would be, depending on the various scenarios at maturity.

Scenario 1

At the Valuation Date the share value is higher than the Strike: for example EUR 26. The Redemption Amount will be equal to:

Redemption Amount = [EUR 22 + 100% x (EUR 26 – EUR 22)] x 4.545455 = EUR 118.18

Scenario 2

A Barrier Event has never occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 20.

Redemption Amount will be equal to:

Redemption Amount = [EUR 22 + 100% x (EUR 22 – EUR 20)] x 4.545455 = EUR 109.09

Scenario 3

A Barrier Event has occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 20.

The Redemption Amount will be equal to:

Redemption Amount = EUR 20 x 4.545455 = EUR 90.91

3. Backtesting simulation

Hypothetical characteristics of the Certificates:

- Fixing Date: 19.02.2005

- Share value at the Fixing Date: EUR 24.5

- Strike: EUR 24.5

- Barrier: EUR 14.7

- Leverage Factor Up%: 100%

- Leverage Factor Down%: 100%

- Parity: 4.081633

- Issue Price: EUR 100

- First Observation Date: 21.08.2005

- Second Observation Date: 19.02.2006

- Third Observation Date: 21.08.2006

- Fourth Observation Date: 19.02.2007

- Fifth Observation Date: 21.08.2007

- Maturity Date: 20.02.2008

At the First Observation Date the Share value was equal to EUR 27.09, higher than the Strike. The Certificates would be settled earlier and the holders would have received EUR 108.90 per certificates.

Annex IV

Form of Waiver Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: Bayerische Hypo- und Vereinsbank AG

Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

Certificates su ………….. scad. ………… emessi da Bayerische Hypo- und Vereinsbank AG (i “Certificates”)

L’intermediario

Codice ISIN dei Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Numero di Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

Annex V

Form of Waiver Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

A: Intermediario

Responsabile ufficio titoli

Fax

Tel

Copia a: Bayerische Hypo- und Vereinsbank AG

Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

La presente dichiarazione, che deve essere compilata a cura del Portatore dei Certificates, ha ad oggetto: Certificates su emessi da Bayerische Hypo- und Vereinsbank AG (i “certificates”)

Con la presente comunica la volontà di rinuncia all’esercizio dei diritti garantiti dal certificates come da indicazione contenuta nei Terms & Conditions dei certificates.

Codice ISIN dei certificates per i quali rinuncia all’esercizio dei certificates a scadenza:

Numero di certificates per i quali rinuncia all’esercizio dei certificates a scadenza:

Il Portatore di certificates

Cognome e nome o ragione/denominazione sociale

Luogo e Data

Firma (firme) del Portatore

Annex VI

Tax Regime in the Republic of Italy

Italian taxation of the Certificates

Capital gains realized by non-Italian resident Security holders are not subject to Italian taxation, provided that the Certificates are held outside of Italy.

Atypical securities

EU Savings Directive

Implementation in Italy of the EU Savings Directive

Declaration of receipt of this Final Terms dated 10 March 2008 by the investor in the Certificates

I hereby declare that I have received and read the Final Terms dated 10 March

2008 before purchasing the Certificates described therein.

dated

Final Terms dated 11February 2008

Bayerische Hypo- und Vereinsbank AG

Issue of up to 90,000 Autocallable Twin Win Certificates linked to Shares under the

Euro 50,000,000,000

Debt Issuance Programme of Bayerische Hypo- und Vereinsbank AG

PART A - GENERAL INFORMATION

1. Issuer:	Bayerische Hypo- und Vereinsbank AG
2. (i) Series Number:	IT139
(ii) Tranche Number:	1
3. Form of Instruments:
(i) Notes (other than Credit Linked Notes):	Not Applicable
Credit Linked Notes	Not Applicable
Mortgage Pfandbriefe (Hypothekenpfandbriefe)	Not Applicable
Public Sector Pfandbriefe (Öffentliche Pfandbriefe)	Not Applicable
(ii) Certificates	Applicable

(iii) Warrants	Not Applicable
4. Governing Law:	Italian law
5. Specified Currency:	Euro “EUR”
6. Number of Certificates admitted to trading:
(i) Series:	1
(ii) Tranche:	1
7. Issue Price:	EUR 100 per Certificate
8. Nominal Amount per Certificate :	Not Applicable
9. Language of Terms and Conditions:	English only
10. (i) Issue Date:	11.03.2008
(ii) Interest Commencement Date:	Not Applicable
11. Maturity Date:	11.03.2011
12. Interest Basis:	Non-interest bearing.
13. (i) Redemption/Payment Basis:	Redemption Amount determined by reference to the Reference Asset by way of cash settlement. (further particulars specified below)
Xxxxxx'x right of waiver:	Yes. the Waiver Notice is set out in Annex IV
(ii) Reference Asset	Shares
14. Change of Interest or Redemption/Payment Basis:	Not Applicable
15. Early Redemption at Issuer's Option:	Automatic Early Redemption
16. Early Redemption at Instrument holder's Option:	Not Applicable
17. Status of the Notes:	Unsubordinated
18. Date approval for issuance of Instruments obtained:	Not Applicable
19. Method of distribution:	Non-syndicated
Provisions relating to interest (if any)

payable

20. Fixed Rate Certificate Provisions

Not Applicable

21. Floating Rate Certificate Provisions

Not Applicable

22. Zero Coupon Note Provisions Not Applicable

23. Provisions to determine Additional Amount for the Certificates

Not Applicable

24. Other Interest Provisions Not Applicable

Provisions relating to redemption

25. Early Redemption at Issuer's Option

Applicable

Provisions relating to Notes: Not Applicable

Provisions relating to Certificates:

Applicable

Certificates with Automatic Early Redemption:

Applicable

Observation Date(s): The Observation Dates are:

Redemption Threshold(s): Not Applicable

Early Maturity Date(s): Five Banking Days following each relevant Observation Date. Early Redemption Amount: If on an Observation Date the following condition is fulfilled:

- the reference price of the Share as determined and published by the Relevant Exchange being equal or higher than the Strike on an Observation Date;

then the Certificate is redeemed and the Certificateholders will receive in relation to each Certificate an amount in EUR as follows:

	- with respect to the First Observation Date, EUR 108.40; - with respect to the Second Observation Date, EUR 116.80; - with respect to the Third Observation Date, EUR 125.20; - with respect to the Fourth Observation Date, EUR 133.60; - with respect to the Fifth Observation Date, EUR 142. Where: “Strike” means 100% of the reference price of the Share on the Fixing Date. Fixing Date means 10.03.2008
Certificates with Issuer’s Regular Call Right:	Not Applicable
(i) Call Date:	Not Applicable
(ii) Notice period prior to Call Date:	Not Applicable
26. Early Redemption at Instrumentholder's Option	Not Applicable
27. Redemption Amount:	Redemption Amount linked to Reference Asset.
Automatic Exercise	Applicable
	The Waiver Date is: a. if an Early Redemption has never occurred on an Observation Date, the first Banking Day following the Valuation Date b. if an Early Redemption has occurred on an Observation Date, the first Banking Day following the respective Observation Date. For the avoidance of doubt, any time implication within the Terms and Conditions of the Certificates is referring to Milan time. Minimum Exercise Number is 1 certificate.
28. Redemption Amount linked to Reference Assets:	Applicable
(i) Formula to determine the Redemption Amount and/or,	Subject to the Terms and Conditions of the Certificates, these Final Terms and the Certificates not being redeemed early at an

as the case may be, quantity of Reference Assets to be delivered instead of Redemption Amount:

Early Maturity Date, the Issuer will pay the Redemption Amount to the Certificateholders on the fifth Banking Date following the Valuation Date.

In relation to each Series of Certificates, the Redemption Amount shall be determined by the Calculation Agent at the Valuation Date as follows:

Redemption Amount = [Strike + Leverage Factor Up% x (Reference Price - Strike)] x Parity

Redemption Amount = [Strike + Leverage Factor Down% x (Strike – Reference Price)] x Parity

Redemption Amount = Reference Price x Parity

Where:

“Barrier Event” occurs when the reference price of the Share as determined and published by Borsa Italiana S.p.A. is lower than or equal to the Barrier.

“Barrier” means the 60% of the reference price of the Share on the Fixing Date.

“Leverage Factor Up%” 100%

“Leverage Factor Down%” 100%

“Parity” means the ratio between the Issue Price and the Strike and shall only be used in connection with the calculation of the Redemption Amount pursuant to this item 28.

Within the calculation of the Redemption Amount any amount determined will be rounded up or down to six decimal places, with 0.0000005 rounded up.

(ii) Valuation Date:	The Valuation Date, as determined by the Calculation Agent, is: a. in case an Early Redemption has never occurred on an Observation Date, 10.03.2011 b. in case an Early Redemption occurs on an Observation Date, the Observation Date.
(iii) Calculation Date:	The Calculation Date is, any day on which the Share is scheduled to be traded on the Relevant Exchange.
(iv) Observation Date(s):	The Observation Period is the period from and including the Fixing Date to and including the Valuation Date. If a Market Disruption occurs on a day of the Observation Period, such day shall be excluded from the Observation Period.
(v) Reference Price:	The Reference Price, as determined by the Calculation Agent, is the reference price of the Share, as determined and published by Borsa Italiana S.p.A. on the Valuation Date and published on Reuters respectively at ENI.MI page;
(vi) Business Centres for Banking Day:	Milan
(vii) Minimum Amount / Maximum Amount:	Not Applicable
(viii) Market Disruption and Adjustment provisions (if different from [§3b and §3c] [§4 and §5]):	Provisions §4(1), §4(2) and §4(3) (“Market Disruption”) shall not apply and shall be replaced by the following ones: (1) If a Market Disruption occurs on the Valuation Date, and/or the Fixing Date, the Valuation Date and/or the Fixing Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be postponed accordingly if applicable. (2) Should the Market Disruption continue for more than 1 (one), with respect to the Fixing Date, or 8 (eight), with respect to the Valuation Date, consecutive Banking Days, that first or eight Banking Day shall be deemed to be the Fixing Date or Valuation Date, notwithstanding the fact that on such day a Market Disruption occurs, and the Issuer, in its good faith and absolute discretion shall determine, or cause the Calculation Agent to determine, the Reference Price affected by the Market Disruption required for the determination of the Redemption Amount in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last such Reference Price immediately prior to the occurrence of the Market Disruption available to the Issuer or the Calculation Agent, taking into account the economic position of the Certificateholders (3) If a Market Disruption occurs on an Observation Date, the relevant Observation Date will be postponed to the next following

Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Observation Date shall be postponed accordingly if applicable.

(5) “Market Disruption” means:

(i) the suspension or restriction of trading in the Reference Asset on the Relevant Exchange or

(ii) the suspension or restriction of trading in an options or futures contract relating to the Reference Asset on the Determining Futures Exchange.

Provisions §5 (“Adjustments. Early Redemption”) shall not apply and shall be replaced by the following ones:

(1) The Calculation Agent shall be authorised, in its reasonable discretion, to adjust the method for the determination of the Redemption Amount upon the occurrence of any of the following events:

- the Determining Futures Exchange performs an early termination of the respective Derivatives outstanding linked to the

Reference Asset, or

- the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the Reference Asset.

(2) Should

- the quotation of the Reference Asset at the Relevant Exchange be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined

29. Early Redemption Amount

Not Applicable

Provisions relating to Reference Assets
30. Basket as Reference Asset / Underlying	Not Applicable
31. Shares as Reference Asset	Applicable
Description of Share(s):	ENI ordinary share
Share Issuer/Issuers:	ENI S.p.A.
ISIN (other security codes):	IT0003132476
Relevant Exchange(s):	Borsa Italiana S.p.A.
Determining Futures Exchange(s):	IDEM
Bonds as Reference Asset / Basket Component:	Not Applicable
Certificates as Reference Asset / Basket Component:	Not Applicable
Fund shares as Reference Asset / Basket Component:	Not Applicable
Indices as Reference Asset / Basket Component /	Not Applicable
Interest rates as Reference Asset / Basket Component:	Not Applicable
Currency exchange rates as Reference Asset / Basket Components:	Not Applicable
Commodities as Reference Asset / Basket Components:	Not Applicable
Future Contracts as Reference Asset / Basket Components:	Not Applicable
General provisions applicable to the Instruments
32. Form of Instruments:	Global Certificate
33. Additional Financial Center(s) or other special provisions relating to Payment Dates:	Milan

34. Notices:	If the Certificates are traded on the Italian regulated market of Borsa Italiana S.p.A. and so long as the applicable rules so require, all notices to the Certificateholders shall be valid if published by Borsa Italiana S.p.A.. All notices to the Certificateholders shall also be published by the Calculation Agent on the website xxx.xxxxxxxxxxxx.xxxxxxxxxxxx.xx. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A..
35. Redenomination, renominalization and reconventioning provisions:	Not Applicable
36. Consolidation provisions:	Not Applicable
37. Trustee in case of appointment of a Substitute Debtor:	Not Applicable
38. Calculation Agent:	Bayerische Hypo- und Vereinsbank AG
39. Other terms or special conditions:	The Final Terms of these Certificates are written in the English language and provided with an Italian language translation. The English text shall be controlling and binding. The Italian language translation is provided for convenience only.
	The following paragraph shall be added to the Provision §10(1) (Substitution of Issuer) and numerated as (f): The Issuer unconditionally and irrevocably guarantees the obligations of the New Obligor.
Distribution
40. Method of distribution:	Non-syndicated
41. If syndicated, names and addresses of Managers and underwriting commitments and details of any coordinator for the global offer or parts thereof:	Not Applicable
(i) Date of Subscription Agreement:	Not Applicable
(ii) Stabilizing Manager (if any):	Not Applicable
42. If non-syndicated, name and address of Dealer:	UniCredit Xelion Banca S.p.A., with registered office at Xxx Xxxxxxx 00 Xxxxx, Xxxxx UniCredit Private Banking S.p.A., with registered office at Xxx Xxxxxxxx 00, 00000 Xxxxxx Banco di Sicilia S.p.A., with registered office at Xxx Xxxxxxxx Xxxxxxxxx 0,00000 Xxxxxxx Bipop Carire S.p.A., with registered office at Xxx Xxxxxxxxxx 00,

25126 Brescia

UniCredit Banca di Roma S.p.A., with registered office at Xxx Xxxxxx 000, 00000 Xxxx

43. Total commission and concession: The Issue Price comprises the following commissions: a

structuring commission for the Issuer, Bayerische Hypo- und Vereinsbank AG, equal to 0.40 per cent. of the Issue Price, a placement commission for the Dealers, equal to 2.00 per cent. of the Issue Price, and other structuring charges for the Issuer equal to 0.20 per cent. of the Issue Price

Therefore, having an Issue Price of EUR 100 and an unchanged derivative component value up to the Issue Date, such Issue Price may be also illustrated as follows:

Derivative component	Structuring commission	Placement commission	Other charges	Issue Price
(A)	(B)	(C)	(D)	(E=A+B+C+D)
EUR 97.40	EUR 0.40	EUR 2.00	EUR 0.20	EUR 100

44. Additional selling restrictions: Not Applicable

45. Operational Information

(i) ISIN: DE000HV5YEG3

(ii) Common Code: Not Applicable

(iii) WKN: HV5YEG

(iv) Other relevant security codes:

Not Applicable

(v) New Global Note intended to be held in a manner which would allow Eurosystem eligibility:

Not Applicable

(vi) Clearing System(s): Clearstream Banking AG, Frankfurt am Main ("CBF”)

(vii) Delivery: Delivery free of payment

(viii) Additional Paying Agent(s) (if any):

(ix) Dealer’s/Lead Manager’s security account number:

Not Applicable

Monte Titoli account 7248 at Clearing System

PART B - OTHER INFORMATION

46. Listing

(i) Listing Application will be made for listing the Certificates on:

- the official list of Borsa Italiana S.p.A. and admission to trading on SEDEX of Borsa Italiana S.p.A., or

	- the EuroTLX managed by TLX S.p.A.
(ii) Admission to trading	Application will be made for the Certificates to be admitted to trading on the SeDeX market of Borsa Italiana S.p.A. or on the EuroTLX managed by TLX S.p.A.. The Issuer (also the "Market Maker") undertakes to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A. or EuroTLX, where the Certificates of each Series are expected to be listed. The obligations of the Market Maker are regulated by the rules of the markets organized and managed by Borsa Italiana S.p.A. or by TLX S.p.A., and the relevant instructions to such rules.
(iii) Estimate of total expenses related to admission to trading	Not Applicable
47. Ratings	The Instruments to be issued are not expected to be rated.
48. Notification:	Applicable
	The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
49. Interests of natural and legal persons involved in the offer	Applicable
	The Issuer and the Dealers, have a conflict of interest with the Certificateholders of the Certificates, with regard to the offer of the Certificates, due to their respective roles in the issue and offer of the Certificates and as they both belong to the same UniCredit Banking Group. In particular, the Issuer is also the arranger and the Calculation Agent of the Certificates. Moreover, the Issuer shall also act as the “Responsabile del Collocamento” (as defined by article 93-bis of Legislative Decree 58/1998) of the Certificates. Lastly, the Dealers shall receive from the Issuer an implied placement commission comprised in the Issue Price. With regard to trading of the Certificates the Issuer has a conflict of interest being also the Market Maker on the regulated market “SeDeX” of Borsa Italiana S.p.A. or on the Multilateral Trading Facility EuroTLX, where the Certificates may be listed; moreover please note that the Multilateral Trading Facility EuroTLX is organized and managed by TLX S.p.A., a company in which UniCredit Banca Mobiliare S.p.A. - a member of UniCredito Italiano Banking Group as the Issuer - has a stake in.
50. Reasons for the offer/Estimated	Applicable

net proceeds/Estimated total expenses

(i) Reasons for the offer See "General Information - Use of Proceeds and reasons for the

offer" in the Prospectus.

(ii) Estimated net proceeds: Not Applicable

(iii) Estimated total expenses: Not Applicable

51. Fixed Rate Instruments only – Yield

Not Applicable

52. Performance of, and other information concerning the Reference Asset:

As specified in Annex I to these Final Terms.

53. Specific Risk Factors relating to the calculation method for the Reference Asset-linked Redemption Amount or the applicable Reference Asset:

As specified in Annex II to these Final Terms

54. Details relating to the performance of the Reference Asset and the explanation of the effect on the value of the Instruments:

As specified in Annex III to these Final Terms

55. Restriction on the free transferability of the Instruments

None

56. Taxation: Taxation as specified in Annex V.

57. Details relating to public offer The Dealers, are in charge of the placement of the Certificates.

The Issuer is the “Responsabile del Collocamento”, as defined in article 93-bis of Legislative Decree 58/98 (as subsequently amended and supplemented).

The number of Certificates on offer is up to a maximum of 90,000 Certificates.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. The information included in Annex I (Information about the Shares) has been extracted from the relevant Reuters page ENI.MI and is not necessary the latest information available. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the Share Issuer, no facts have been omitted which would render the reproduced inaccurate or misleading.

Signed on behalf of the Issuer: By:

Duly authorized

Annex I Information about the Share

SHARE ISSUER

DESCRIPTION OF SHARE

ISIN

RELEVANT EXCHANGE

DETERMINING FUTURE

EXCHANGE

ENI S.P.A.

ENI

IT0003132476

Borsa Italiana S.p.A.

IDEM

Annex II Additional Specific Risks

In addition to the risk factors set out on pages 38 to 49 of the Base Prospectus, investors should carefully consider the following additional risk information:

Redemption of the amount initially paid at issue is not guaranteed at maturity.

At maturity:

1. in case of a positive underlying performance, the holder shall benefit entirely from such performance;

Should the above early redemption occur, the Certificates shall be redeemed at a value higher than its Issue Price as stated in the Final Terms.

The amount to be paid on early redemption may vary at each Observation Date and is higher as the Observation Date is closer to the Maturity Date.

Additional specific risks associated with the Issuer are:

Issuer risk

The investment is subject to the Issuer risk, i.e. the possibility that the Issuer may not be able to meet its payment obligations with respect to the Certificates.

The protection afforded by the Italian Interbank Deposit Protection Fund (FITD) does not apply to the Certificates.

Risk of changes in underlying value

Liquidity Risk

Tax Regime Risk

Risk of variations in the Terms and Conditions

Risk of autonomous determinations by the Issuer acting as Calculation Agent

Risk of Market Disruption Events and/or extraordinary events with respect to the Shares

The Terms and Conditions and the Final Terms hereof provide for the possibility of certain Market Disruption events and extraordinary events occurring with respect to the Shares.

Xxxxx XXX

Performance of Certificates, explanation of effect on value of investment and associated risks

1. Explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.

As of 25 January 2008, the values of the share, the months to maturity and the volatilities are indicated in bold type.

Effect on the Certificates price of a variation of the share

Variation %	Certificates price	Variation %
+5%	EUR 102.27	+2.27%
-	EUR 100	-
-5%	EUR 97.17	-2.83%

Effect on the Certificates price of a variation of the share volatility

Variation %	Certificates price	Variation %
+5%	EUR 97.47	-2.53%
-	EUR 100	-
-5%	EUR 102.98	+2.98%

Effect on the Certificates price of the time decay

Months to Maturity Date	Certificates price	Variation %
36	EUR 100	-
34	EUR 100.70	+0.70%
32	EUR 102.93	+2.93%

2. Redemption Amount yield scenarios

The following scenarios assume, at the Fixing Date a share value equal to EUR 22 and:

- Strike: EUR 22;

- Barrier: EUR 13.2;

- Leverage Factor Up%: 100%;

- Leverage Factor Down%: 100%;

- Parity: 4.545455.

Scenario of Early Redemption

At the First Observation Date the share value is higher than or equal to the Strike: for example EUR 26.

The Early Redemption Amount will be equal to EUR 108.40

If the certificates is not settled earlier, at maturity various scenarios may be possible depending on the value of the Shares.

Please see below a few examples of what the Redemption Amount would be, depending on the various scenarios at maturity.

Scenario 1

At the Valuation Date the share value is higher than the Strike: for example EUR 26. The Redemption Amount will be equal to:

Redemption Amount = [EUR 22 + 100% x (EUR 26 – EUR 22)] x 4.545455 = EUR 118.18

Scenario 2

A Barrier Event has never occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 20.

Redemption Amount will be equal to:

Redemption Amount = [EUR 22 + 100% x (EUR 22 – EUR 20)] x 4.545455 = EUR 109.09

Scenario 3

A Barrier Event has occurred during the Observation Period and at the Valuation Date the share value is lower than or equal to the Strike: for example EUR 20.

The Redemption Amount will be equal to:

Redemption Amount = EUR 20 x 4.545455 = EUR 90.91

3. Backtesting simulation

Hypothetical characteristics of the Certificates:

- Fixing Date: 24.01.2005

- Share value at the Fixing Date: EUR 18.692

- Strike: EUR 18.692

- Barrier: EUR 11.2152

- Leverage Factor Up%: 100%

- Leverage Factor Down%: 100%

- Parity: 5.349882

- Issue Price: EUR 100

- First Observation Date: 27.07.2005

- Second Observation Date: 24.01.2006

- Third Observation Date: 27.07.2006

- Fourth Observation Date: 24.01.2007

- Fifth Observation Date: 27.07.2007

- Maturity Date: 25.01.2008

At the First Observation Date the Share value was equal to EUR 23.30, higher than the Strike. The Certificates would be settled earlier and the holders would have received EUR 108.40 per certificates.

Annex IV

Form of Waiver Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: Bayerische Hypo- und Vereinsbank AG

Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

Certificates su ………….. scad. ………… emessi da Bayerische Hypo- und Vereinsbank AG (i “Certificates”)

L’intermediario

Codice ISIN dei Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Numero di Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

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Table of Contents

AVVISO n.10751 30 Maggio 2008 SeDeX − INV. CERTIFICATES

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