Final Terms dated 20th October DEXIA CREDIOP S.p.A. ISSUE OF EUR 250,000,000 SERIE SPECIALE N. 2 TASSO FISSO 4,25% TRASFORMABILE

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1 Final Terms dated 20th October 2010 DEXIA CREDIOP S.p.A. ISSUE OF EUR 250,000,000 SERIE SPECIALE N. 2 TASSO FISSO 4,25% TRASFORMABILE UNDER THE 8,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 1 July 2010, and the Supplement to the Base Prospectus dated 28 September 2010 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 of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and the listing/trading of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Supplement to the Base Prospectus are available for viewing at Via Venti Settembre, 30, Rome, Italy, from Dexia Banque Internationale à Luxembourg at 69 route d Esch, L-2953 Luxembourg during normal business hours and will be published on the website of the Luxembourg Stock Exchange ( 1. (a) Issuer: DEXIA CREDIOP S.p.A. 2. (a) Series Number: 115 (b) Tranche Number: 1 3. Specified Currency or Currencies: EUR 4. Aggregate Nominal Amount: (a) Series: Eur 250,000, (b) Tranche: Eur 250,000, Issue Price: 100 per cent. per Specified Denomination. 6. (a) Specified Denominations: Euro 1, (b) Calculation Amount: Euro 1, (a) Issue Date: 22 October 2010 (b) Interest Commencement Issue Date

2 Date: 8. Maturity Date: 22 October 2018, in accordance with the provision (11) and 15 (e) set out below. 9. Interest Basis: 4,25 per cent. per annum Fixed Rate, Subject to the provision (11) set out below 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis /Payment Basis: The Issuer, in its sole discretion, has the right to switch the Interest Amounts from Fixed Rate to Floating Rate by giving notice to the Noteholders of its intention to switch the Interest Amount at least 5 (five) Business Days before the Switchable Option Exercise Date (the Switchable Option ). If the Switchable Option is exercised the Notes shall bear interests, in respect of each interest period following the applicable Switchable Option Exercise Date, calculated as in the formula set out below: - Euribor 3 months plus 0,40 per cent. per annum, payable quarterly each 22 nd of January, April, July and October, commencing on the 22 nd of January 2015 until Maturity Date, subject to the Modified Following Business Days Convention (Adjusted basis) Where: Switchable Option Exercise Date means the 22 nd October 2014; of 12. Put/Call Options: 13. Date Board approval for issuance of Notes obtained: The competent body (Amministratore Delegato) of the Issuer authorised this issuance of Notes by means of its resolutions of 21 st October Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 4,25 per cent. per annum payable annually. (b) Interest Payment Date(s): 22 nd of October of each year commencing on the 22 nd of October 2011 until Maturity Date, subject to the Following Business Days Convention (Unadjusted

3 basis). (c) Fixed Coupon Amount(s): Eur per Calculation Amount (d) Broken Amount(s): (e) Day Count Fraction: 30/360, Following (Unadjusted basis) (f) Determination Date(s): Not applicable (g) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 16. Floating Rate Note Provisions Applicable, in accordance with the provisions (11) set out above. (a) (b) (c) (d) (e) (f) Specified Period(s)/ Specified Interest Payment Dates: First Interest Payment Date: Business Day Convention: Additional Business Centre(s): Manner in which the Rate of Interest and Interest Amount is to be determined: Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent): The period beginning on 22 October 2014 (excluded) and ending on the last Specified Interest Payment Date falling on the Maturity Date (included). The Specified Interest Payment Dates will be: the 22 nd of January, April, July and October of each year, with the first Specified Interest Payment Date falling on the 22 nd of January 2015 and the last Specified Interest Payment Date falling on the Maturity Date. Each subject to adjustment in accordance with the provision (c) below. 22 January 2015 Actual/360, Modified Following Business Day Convention (Adjusted Basis) Screen Rate Determination Dexia Crediop S.p.A. All determinations and calculations shall be made by the Calculation Agent at its sole discretion, in good faith, acting reasonably and on an arms-length basis. All such calculations so made shall be final and binding (save in the case of manifest error) on the Noteholders. The Calculation Agent shall promptly

4 notify the Agent upon any such determination or calculation, which shall be final and conclusive. (g) Screen Rate Determination: Reference Rate: 3 months EURIBOR meaning the rate for deposits in euros for a period equal to 3 (three) months for each Specified Period. ADJUSTMENTS (a) Market Disruption. A Market Disruption Event means the situation in which an underlying rate ( Reference Rate ) is not available on the Relevant Screen Page, in which case the Reference Rate shall be determined by the Calculation Agent on the basis of quotations for the relevant rate, or such other related rate as the Calculation Agent shall in good faith and in a commercially reasonable manner specify, provided by the Reference Banks (being the Reference Banks five leading dealers in the London interbank market which ordinarily provide quotations for the relevant underlying rate or any other rate requested by the Calculation Agent, as selected by the Issuer in its absolute discretion) at the Interest Determination Date(s) for the relevant day. The Issuer will request the principal London office of each Reference Bank to provide a quotation of the relevant rate. The relevant rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest) if more than three quotations are provided. If it is not possible to obtain quotations of the relevant rate by at least three of the Reference Banks then the Calculation Agent will determine the relevant underlying rate in good faith and in a commercially reasonable manner, which determination may be delayed for up to 180 days following the occurrence of an emerging Market Disruption Event. Interest Determination Date(s): Relevant Screen Page: The second day (11 a.m. Brussels Time) on which the TARGET2 System is open prior to the start of each Interest Period Reuters EURIBOR01 (h) ISDA Determination: Floating Rate Option: Designated

5 Maturity: Reset Date: (i) Margin(s): + 0,40 per cent. per annum (j) (k) Minimum Rate of Interest: Maximum Rate of Interest: (l) Day Count Fraction: Actual/360 (m) Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions: 19. Dual Currency Interest Note Provisions: PROVISIONS RELATING TO REDEMPTION 20. Issuer Call: 21. Investor Put: 22. Final Redemption Amount: 100 per cent. per Specified Denomination. 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition [Redemption and Purchase - Early Redemption Amounts]): GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes:

6 (a) Form Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes on 60 days notice given at any time/only upon an Exchange Event (b) New Global Note Yes 25. Governing law: English 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: No. 29. Details relating to Instalment Notes: (a) Instalment Amount(s): (b) Instalment Date(s): 30. Redenomination applicable: Redenomination not applicable 31. Other final terms: DISTRIBUTION 32. (a) If syndicated, names and addresses of Managers and underwriting commitments: (b) (c) Date of Subscription Agreement: Stabilising Manager(s) (if any): 33. If non-syndicated, name and Dexia Crediop S.p.A. (under the name of Dexia

7 address of relevant Dealer: 34. Total Commission and Concession: Capital Markets) 35. U.S. Selling Restrictions: TEFRA D 36. Non exempt Offer: 37. Additional selling restrictions: PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue an admission to trading on MOT (Mercato Obbligazionario Telematico) and, if relevant, listing on an Official Stock Exchange (Borsa Italiana S.p.A.) of the Notes described herein pursuant to the 8,000,000,000 Euro Medium Term Note Programme of DEXIA CREDIOP S.p.A.. Additional Provisions: The Base Prospectus, Supplement, these Final Terms and relevant notices are available at the registered office of the Issuer (Via Venti Settembre, 30, Rome, Italy) and on the Issuer's website. - Condition 13 "Notice" of the Base Prospectus shall be amended by deleting the wording in the point (ii) of the second paragraph and replacing it with: (ii), for so long as the Notes are admitted to trading on the Regulated Market of the Italian Stock Exchange, and listed on the Official List of the Italian Stock Exchange and the rules of the Italian Stock Exchange or Italian law require, a daily newspaper of general circulation in Italy or on the Italian Stock Exchange s website ( RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the DEXIA CREDIOP S.p.A: By:... Duly authorised

8 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING 2. RATINGS The Issuer will apply for listing the Notes on the official list of Borsa Italiana S.p.A. and admission to trading on the Electronic Bond Market (MOT) organised and managed by Borsa Italiana S.p.A. with effect from the Issue Date or shortly thereafter, and in any case within 60 days following the Issue Date provided, however, no assurance can be given that the Notes will be admitted to trading on such market on the Issue Date or on any specific date thereafter. In case of admission to listing/trading of the Notes on the Electronic Bonds Market (MOT), Banca Akros S.p.A., member of the banking group Banca Popolare di Milano S.c.a r.l. (BPM Group), will ensure the liquidity of the Notes set forth in these Final Terms and in compliance with primary, secondary and the Italian Stock Exchange regulation from time to time in force and applicable. Ratings: 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the bond issue. 4. REASONS FOR THE OFFER/TRADING, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes which include making a profit. 5. YIELD (ii) Estimated net proceeds: Eur 250,000, (iii) Estimated total expenses: Eur 0.00 Indication of yield: 6. HISTORIC INTEREST RATES Details of historic EURIBOR rates can be obtained from Reuters.

9 7. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING Due to the presence of the Switchable Option, the value of the Note could not be directly affected by significant increases or decreases of the Interest Rates. 8. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT. 9. OPERATIONAL INFORMATION (i) ISIN Code: XS (ii) Common Code: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Monte Titoli S.p.A. (iv) Delivery: Delivery against payment (v) (vi) (vii) (viii) Names and addresses of initial Paying Agent(s): Name and address of additional Paying Agent(s) (if any): Name and address of depositary agent: Intended to be held in a manner which would allow Eurosystem eligibility: Dexia Banque Internationale à Luxembourg, société anonyme 69, route d Esch L Luxembourg Yes 10. TERMS AND CONDITIONS OF THE OFFER Offer Price:

10 SCHEDULE TO THE FINAL TERMS Further Information Relating to the Issuer 1. Name: DEXIA CREDIOP S.p.A. 2. Objects: DEXIA CREDIOP S.p.A. s purpose, as reflected in its bylaws, is to undertake the exercise of banking and financing activities and other connected or instrumental activities principally in order to effect transactions in favour of the State administration, regions, autonomous provinces, local and other territorial public entities, consortia between public entities or between public entities and private enterprises, mixed companies (even with minority participations held by local public entities) and profit making and non-profit making public law entities. The bylaws further state that DEXIA CREDIOP S.p.A. may conduct all of the mutually recognised activities as defined in European Union legislation (which activities consist of, inter alia, deposit-taking, lending, financial leasing, payment administration, foreign exchange and securities activities) and that all of DEXIA CREDIOP S.p.A. s permitted activities may be implemented in Italy or abroad and may be denominated in euro or foreign currencies. 3. Registered office: Via Venti Settembre, Rome Italy 4. Company registration: Registered at the Rome Company Register under number Amount of paid-up share capital and reserves: Paid-up share capital: euro 450,210,000, consisting of 174,500,000 ordinary shares with a nominal value of euro 2.58 each. Reserves as of 31st December, 2009: euro 618,969,727

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