Powers of the management bodies

As required by Consob directive no. 97001574 dated 20 February 1997, below are the powers and authority delegated to the directors and management.

Chairman of the Board of Directors

According to article 24 of the company articles of association, the Chairman of the Board of Directors is the legal representative of the Bank vis-à-vis third parties and in court proceedings and is vested with the powers of signature. He presides at Shareholders' Meetings, convenes and presides at meetings of the Board of Directors and the Executive Committee of which he is an ex officio member. In a case of compelling urgency not admitting of delay, the Chairman himself may, on a proposal of the General Manager, take decisions falling within the competence of the Board of Directors or the Executive Committee where it is impossible for their members to meet. Decisions so made are to be brought to the notice of the relevant body at its next meeting. The Chairman has no specific delegated powers but has the faculty to make proposals and the authority to:

a) represent Banca Carige at the Shareholders' Meetings of the companies or associated companies and, after hearing the opinion of the General Manager, without prejudice to that which is the competence of the Committee, indicate where necessary the guidelines to be followed by CARIGE S.p.A.'s representatives;

b) attribute the right of proposal regarding relations between the companies of the Group, of which the Bank is parent company.

Executive Committee

Article 25 of the company articles of association provides for the appointment of the Executive Committee by the members of the Board of Directors, which is to set the number of members, their term of office and their functions. The Executive Committee is comprised of the Chairman and Deputy Chairman of the Board, standing members, along with a further three to five members. The Board of Directors appointed the current Executive Committee and its five non-standing members on 17 December 2007; its term of office expires on the date fixed for the Shareholders' Meeting called to approve the 2008 Financial Statements and therefore, indicatively 30 April 2009, with effect from 1 January 2008. In accordance with article 21 of the company articles of association, the following powers and responsibilities were delegated by the Board of Directors to the Executive Committee:

a) decision-making power concerning the granting, renewal, increase, reduction, confirmation, cancellation and suspension of credit lines and loans in general, also with reference to the Group and treasury services, while deferring to the exclusive powers of the Board - aside from the determination of general lending policy guidelines - any resolution on credit lines exceeding the limit of 7.5% of the Regulatory capitalⁱ of the Bank (and initially for amounts in any case not below € 130 million), and without prejudice to the exclusive powers of the Board of Directors to set forth general lending policy guidelines for the Bank, as provided by article 20 of the company articles of association. All this without prejudice to the faculty of the single bodies to cancel unlisted maximum amounts upon request of the customer and urgent cancellation or suspension, with following notice to the competent body for the amount of cancelled loans;

b) decision-making power concerning transactions of listed shares and related derivatives should the "net position" related to the single issuer - as defined in the Supervisory Instructions for Banks - be equal to an amount higher than 1% of the share capital of the company object of said transaction, or in any case higher than € 100,000,000.00 - without prejudice to the powers of the General Manager in all other cases, as per proxies in effect - as well as for transactions regarding private equityⁱ funds with an amount exceeding € 10,000,000.00 (for the latter type of investment, the General Manager is vested with powers for transactions up to € 10 million and the General Manager in charge of the Finance and Payment System is vested with power for transactions up to € 5 million). These powers shall be exercised within the maximum limit set forth by the VaR, annually approved by the Board of Directors in relation to company Finance activities;

c) general decision-making powers concerning expenditure (including losses or failed collection for the Bank) and income in general, without restraints of amounts, but within the overriding limits set forth by the Board of Directors in the budget, in all matters of an administrative or operating nature, without prejudice to the exclusive powers of the Board of Directors as set forth in article 20 of the company articles of association;

d) decision-making powers in wide-ranging matters, such as human resource management (excluding the responsibilities reserved to the Board pursuant to Art. 20 of the company articles of association) and adoption of any initiatives in accordance with articles 2118 (Termination of permanent employment) and 2119 (Dismissal for just cause) of the Civil Code with regard to General Management staff; the management of treasury activities, the securities portfolio, derivative financial instruments and exchange translation, the management of equity investments, including therein the purchase and sale and the exercise of preemption rights or options on shares or investments, without prejudice to the exclusive powers of the Board of Directors for the acquisition and disposal of equity investments of special strategic importance representing an investment equal to, or higher than € 250,000,000.00, for the signature of shareholders' agreements should they concern an equity investment, the acquisition (or disposal) of which is pertinent to the Board as it represents a control equity investment (pursuant to the abovementioned Art. 20, paragraph 2, of the company articles of association) or a strategic equity investment as per the above or, in any case, is related to listed companies or included in the guidelines of the Bank on matters to be included in the Agenda of the general meetings of subsidiaries or investees, the acquisition or disposal of which falls, in any case, within the competence of the Board of Directors; matters of a non-strategic nature concerning day-to-day management, not subject to precise quantification, including therein the power to accept inheritances, bequests and donations made to the Bank; decision-making powers in lawsuits brought by or against the Bank without limit in terms of sum, and lawsuits without a determinate value; and decision-making power concerning the opening, transfer, closure and definition of localisation of Group bank branches within the general branch plan approved by the Board of Directors; all without prejudice to the exclusive power reserved to the Board by Art. 20 of the company articles of association.

Managing Director - General Manager

As provided by article 27 of the company articles of association, the Board of Directors may appoint a Managing Director or General Manager; the Managing Director, if appointed, also performs the duties of General Manager. Where appointed, the General Manager or the Managing Director that performs the duties of General Manager exercises the powers and responsibilities within the limits set forth by the company articles of association and the Board of Directors. The General Manager is the head of the Bank's staff and is responsible for the management and co-ordination of human resources. The General Manager was appointed by the Board of Directors on 14 April 2003, with effect on 1 May 2003. Then, on 22 January 2007, the Board elected to maintain the current General Manager in office for the entire durationⁱ in office of the current Board of Directors, and therefore until 30 April 2009. The General Manager has the following decision-making powers, within limits set forth:

a) regarding the granting, renewal, increase, reduction, confirmation, cancellation and suspension of credit lines and loans in general, also with reference to treasury and cash services, and relevant guidelines to be issued to Banca Carige Group banks, within the limits provided by laws in force;

b) general decision-making powers concerning expenditure, or income in general;

c) decision-making power concerning corporateⁱ finance;

d) the power to participate, with the approval of the Chairman, in the general meetings of subsidiaries and associated companies and, without prejudice to that which is the competence of the Committee, and set forth guidelines for Bank representatives;

e) decision-making powers in matters of a non-strategic nature concerning day-to-day management.

f) the power to legally represent the Bank in matters of law, without prejudice to the powers reserved to the Chairman of the Board of Directors or, in his absence or inability, the Deputy Chairman;

g) the power to confer power of attorney and signing powers in all deeds concerning the ordinary business of the Bank.