Obligation Dexia Credit SPA 4.5% ( XS0272578369 ) en EUR

Société émettrice Dexia Credit SPA
Prix sur le marché 100 %  ▲ 
Pays  Italie
Code ISIN  XS0272578369 ( en EUR )
Coupon 4.5% par an ( paiement annuel )
Echéance 29/11/2014 - Obligation échue



Prospectus brochure de l'obligation Dexia Crediop SPA XS0272578369 en EUR 4.5%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 39 000 000 EUR
Description détaillée Dexia Crediop SPA était une société italienne spécialisée dans le financement du secteur public et parapublic, offrant des services de crédit, de cautionnement et de gestion d'actifs.

L'obligation, identifiée par le code ISIN XS0272578369, fut une émission de dette de Dexia Crediop SPA, une institution financière basée en Italie, libellée en euros (EUR) et offrant un taux d'intérêt annuel de 4.5%, dont la fréquence de paiement des coupons était annuelle, représentant une taille totale d'émission de 39 000 000 EUR avec une taille minimale à l'achat de 50 000 EUR, et cet instrument financier, dont le prix actuel sur le marché au moment du remboursement était de 100% de sa valeur nominale, est arrivé à maturité le 29 novembre 2014 et a été intégralement remboursé par l'émetteur.







Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Intro : 3475 Intro
BASE PROSPECTUS
Dated 20th September, 2006
C r e d i o p
DEXIA CREDIOP S.p.A.
(Incorporated with limited liability in the Republic of Italy)
8,000,000,000
Euro Medium Term Note Programme
Under this 8,000,000,000 Programme (the "Programme"), DEXIA CREDIOP S.p.A. (the "Issuer") may from time to time issue non-
equity securities within the meaning of Article 22 no. 6(4) of the Commission Regulation (EC) No. 809/2004 of 29th April, 2004 (the "Notes")
denominated in any currency agreed with the relevant Dealer(s) (as defined below).
This Base Prospectus supersedes the previous Offering Circular published in respect of the Programme dated 21st September 2005.
Subject as set out herein, Notes governed by Italian law and placed in Italy will have a minimum average maturity of two years. The
maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed 8,000,000,000 (or its equivalent in other
currencies at the times of agreement to issue calculated as described herein). A description of the restrictions applicable at the date of this Base
Prospectus relating to the maturity of certain Notes is set out on page 11.
The Notes will be issued to one or more of the Dealers specified on page 10 (each a "Dealer" and together the "Dealers", which
expression shall include any additional Dealer appointed under the Programme from time to time) on a continuing basis or for a specific issue.
References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more
than one Dealer, be to all Dealers agreeing to subscribe for such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
The Notes of each Series (as defined herein) will be either Registered Notes or Bearer Notes (each as defined herein). Registered Notes
may be sold by a Dealer to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or placed privately with institutional accredited investors (as defined in Rule 501(a) under the Securities Act) that
are not QIBs ("Institutional Accredited Investors").
Unless otherwise specified in the applicable Final Terms, Notes issued under the Programme will be rated Aa2 by Moody's Investors
Service Limited. Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily
be the same as the rating(s) assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
As more fully set out in "Terms and Conditions of the Notes­Taxation" on page 62 and subject to the exceptions provided for therein, the
Issuer shall not be liable to pay any additional amounts to holders of the Notes issued by it and having a certain minimum average maturity with
respect to any payment, withholding or deduction pursuant to Italian Legislative Decree No. 239 of 1st April, 1996 (or as may subsequently be
amended or supplemented) and related regulations of implementation which are or may subsequently be enacted ("Legislative Decree No. 239")
on account of "imposta sostitutiva" as defined therein in relation to interest or other amounts payable in respect of any Note.
In order to obtain exemption at source from the relevant "imposta sostitutiva" under Legislative Decree No. 239 in respect of payments
of interest, principal or other amounts, each non-Italian resident holder of the Notes is required to provide a declaration valid until it is revoked in
which such Noteholder declares that he meets the exemption requirements set fourth in Article 6, 1st paragraph of Legislative Decree No. 239, all
as more fully set out in "Tax--Italy". In the absence of the foregoing declaration, payments of interest, principal or other amounts relating to the
Notes are subject to an "imposta sostitutiva" at a rate of 12.5 per cent.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") to approve this document as a Base
Prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading
on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
The minimum denomination of each Note issued under this Programme will be such amount as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency and save that the
minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a
Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will
be 1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).
Arrangers
DEXIA Capital Markets
Merrill Lynch International
Dealers
Banca Akros
Banca Aletti
Caboto
Banca IMI
CALYON Corporate and Investment Bank
Credit Suisse
Deutsche Bank
DEXIA Capital Markets
DEXIA CREDIOP S.p.A.
Goldman Sachs International
JPMorgan
Lehman Brothers
Merrill Lynch International
Morgan Stanley
Société Générale Corporate and Investment Banking
UBM-UniCredit Banca Mobiliare


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Intro : 3475 Intro
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive").
The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect the import of such information. The Issuer accepts responsibility accordingly.
The Issuer has confirmed to the Dealers that this Base Prospectus (including for this purpose, each
relevant Final Terms) contains all information which is (in the context of the Programme and the issue, offering
and sale of the Notes) required; that such information is true and accurate in all material respects and is not
misleading in any material respect; that any opinions, predictions, expectations or intentions expressed herein
are honestly held or made and are not misleading in any material respect; that this Base Prosepctus does not
omit to state any material fact necessary to make such expectations, opinions, predictions or intentions not
misleading in any material respect; and that all proper enquiries have been made to verify the foregoing.
Application has been made for Notes to be issued under the Programme during the period of 12 months
from the date of this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated
market and to be listed on the Official List of the Luxembourg Stock Exchange's regulated market. Notice of
the aggregate nominal amount of, interest (if any) payable in respect of, the issue price of, and any other terms
and conditions not contained herein which are applicable to each Tranche of Notes will be set forth in the
applicable final terms (the "Final Terms") which, will be filed with the CSSF. This Base Prospectus will be valid
for a period of 12 months from the date hereof.
The Programme provides that Notes may be listed or admitted to trading, as the case may be on such
other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s) in relation to
each issue. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" on page 24).
The Dealers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the
Dealers as to the accuracy or completeness of the information contained in this Base Prospectus or any other
information provided by the Issuer in connection with the Programme or the Notes or their distribution. The
Dealers do not accept any liability in relation to the information contained in this Base Prospectus or any other
information provided in connection with the Notes. The statements made in this paragraph are made without
prejudice to the responsibility of the Issuer.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other information supplied in connection with the Notes and, if
given or made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Notes is (i)
intended to provide the basis of any credit or other evaluation or (ii) should be considered as recommendations
by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other information supplied
in connection with the Notes should purchase any of the Notes. Each investor contemplating purchasing any of
the Notes should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied
in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers
to any person to subscribe for or to purchase any of the Notes.
2


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Intro : 3475 Intro
The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied
in connection with the Notes is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the
Issuer or any of the subsidiaries of the Issuer during the life of the Programme. Investors should review, inter
alia, the most recent financial statements of the Issuer when deciding whether or not to purchase any of the
Notes.
The distribution of this Base Prospectus and the offer or sale of the Notes may be restricted by law in
certain jurisdictions. The Issuer and the Dealers do not represent that this document may be lawfully distributed,
or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers
which would permit a public offering of any Notes or distribution of this document in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in
any jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations and the Dealers have represented that all offers and sales by them will be made on the same terms.
Persons into whose possession this Base Prospectus or any Notes come must inform themselves about, and
observe, any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and
the offer or sale of the Notes in the United States, the European Economic Area (including the United Kingdom,
Italy and France) and Japan (see "Subscription and Sale" below).
The Notes have not been and will not be registered under the Securities Act and may be offered and sold
in the United States solely pursuant to transactions exempt from the registration requirements of the Securities
Act. In addition, as a consequence of Legislative Decree No. 239, Notes issued by DEXIA CREDIOP S.p.A.
cannot be deposited with the Depository Trust Company ("DTC") as custodian without giving rise to the
application of certain Italian withholding taxes on the payments of interest thereon. Unless otherwise provided
with respect to a particular Series of Registered Notes, the Registered Notes of each Tranche (as defined herein)
of such Series sold outside the United States in reliance on Regulation S under the Securities Act will be
represented by a permanent global Note in registered form, without interest coupons, (each a "Reg. S Global
Note") deposited with a custodian for, and registered in the name of a nominee of DTC for the accounts of
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). Prior to the date that is 40 days after the later of the commencement of the offering and the
closing date for the issue of each Tranche, beneficial interests in a Reg. S Global Note may not be exchanged
for Registered Notes in definitive form. The Registered Notes of each Tranche of such Series sold to QIBs in
reliance on Rule 144A under the Securities Act will be represented by a restricted permanent global Note in
registered form, without interest coupons, (each a "Restricted Global Note" and, together with a Reg. S Global
Note, "registered global Notes") deposited with a custodian for, and registered in the name of a nominee of,
DTC. Registered Notes represented by registered global Notes will trade in DTC's Same-Day-Funds Settlement
System and secondary market trading activity in such Registered Notes will therefore settle in immediately
available funds. Beneficial interests in registered global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants, including Euroclear and Clearstream,
Luxembourg. All references in this document to Euroclear and Clearstream, Luxembourg shall be deemed to
include any other clearance system approved by the Agent (as defined herein), DEXIA CREDIOP S.p.A.. The
Registered Notes of each Tranche sold to Institutional Accredited Investors will be in definitive form, registered
in the name of the holder thereof. Registered Notes in definitive form will, at the request of a holder, be issued
in exchange for interests in registered global Notes upon compliance with the procedures for such exchange as
described herein. See "Form of the Notes".
3


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Intro : 3475 Intro
The Notes have not been and will not be registered under the Securities Act and may not be offered or
sold within the United States or to U.S. persons except in accordance with Regulation S under the Securities Act
or pursuant to an exemption from the registration requirements of the Securities Act. Registered Notes may be
offered and sold in the United States exclusively to persons reasonably believed by the Dealers to be QIBs or
placed privately with Institutional Accredited Investors. Each U.S. purchaser of Registered Notes is hereby
notified that the offer and sale of any Registered Notes to it is being made in reliance upon the exemption from
the registration requirements of the Securities Act provided by Rule 144A or Regulation D (under the Securities
Act) or Section 4 of the Securities Act, as the case may be. To permit compliance with Rule 144A under the
Securities Act in connection with the resales of Registered Notes, the Issuer is required to furnish, upon request
of a holder of a Registered Note and a prospective purchaser designated by such holder, the information required
to be delivered under Rule 144A(d)(4) under the Securities Act. Registered Notes are not transferable to other
holders within the United States except upon satisfaction of certain conditions as described under "Subscription
and Sale". Certain U.S. tax law requirements may also apply to U.S. holders of the Notes. (See "United States
Income Taxes" below.)
Each issue of Notes will be required to comply wih Article 129 of Legislative Decree No. 385 of
1st September, 1993 (the "Consolidated Banking Act"). Notes may not be offered, sold or delivered in Italy other
than in circumstances permitted by applicable Italian securities laws and regulations such as the Regulation of
the Commissione Nazionale per le Società e la Borsa ("CONSOB"). See "Subscription and Sale" below.
The Issuer is organised under the laws of the Republic of Italy ("Italy"). All of its directors and executive
officers and certain of the experts named in the Base Prospectus reside outside the United States (principally in
Italy). All or a substantial portion of the assets of these persons and of the Issuer are located outside the United
States. As a result, it may not be possible for U.S. investors to effect service of process within the United States
upon the Issuer or its directors and executive officers or to commence original actions or to enforce against it
judgments obtained in United States courts predicated upon the provisions of the federal securities laws of the
United States. There is doubt as to the enforceability in Italy against the Issuer or such persons, in original
actions or in actions for the enforcement of judgments of United States courts, of civil liabilities predicated upon
the federal securities laws of the United States.
In this Base Prospectus, references to "euro" and "" are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union and as amended by the Treaty of Amsterdam,
references to "$", "U.S.$" and "U.S Dollars" are to United States Dollars, references to "cents" are to United
States cents, references to "Yen", "JPY" and "¥" are to Japanese Yen and references to "Sterling", "GBP" and
"£" are to Pounds Sterling.
4


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Intro : 3475 Intro
TABLE OF CONTENTS
Page
Summary of the Programme..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
6
General Description of the Programme ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
10
Risk Factors ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
15
Documents Incorporated by Reference ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
24
Form of the Notes
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
26
Applicable Final Terms ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
30
DTC Information ­ Registered Notes
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
44
Terms and Conditions of the Notes ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
46
Use of Proceeds ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
70
DEXIA CREDIOP S.p.A.
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
71
Summary Financial Information of DEXIA CREDIOP S.p.A. ..
..
..
..
..
..
..
..
..
..
..
90
General Information ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
102
Tax
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
105
Subscription and Sale
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
112
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms may over-allot Notes (provided that, in the case of any Tranche of Notes to be admitted to the
official list and to trading on regulated markets in the European Economic Area, the aggregate principal
amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant
Tranche) or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s)
(or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after
the date of the allotment of the relevant Tranche of Notes.
5


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Section 01 : 3475 Section 01
SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest
in any Notes should be based on a consideration of this Base Prospectus as a whole, including the
documents incorporated by reference. Following the implementation of the relevant provisions of the
Prospectus Directive in each Member State of the European Economic Area no civil liability will attach
to the Responsible Persons in any such Member State in respect of this Summary, including any
translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other
parts of this Base Prospectus. Where a claim relating to information contained in this Base Prospectus is
brought before a court in a Member State of the European Economic Area, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
Under the Programme the Issuer may from time to time issue Notes denominated in any currency, subject
as set out herein. A summary of the terms and conditions of the Programme and the Notes appears on pages 46
to 69. The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer(s) prior to
the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on, or incorporated
by reference into, the Notes, as modified and supplemented by the applicable Final Terms attached to, or
endorsed on, such Notes, as more fully described under "Form of the Notes" below.
This Base Prospectus and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange during the period of 12 months from the date of this Base Prospectus in an aggregate nominal amount
which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously
issued under the Programme, does not exceed 8,000,000,000 or its equivalent in other currencies. For the
purpose of calculating the euro equivalent of the aggregate nominal amount of Notes issued under the
Programme from time to time:
(a)
the euro equivalent of Notes denominated in another Specified Currency (as defined in "Terms and
Conditions of the Notes" on page 46) shall be determined, at the discretion of the Issuer, either as
of the date of agreement to issue such Notes (the "Agreement Date") or on the preceding day on
which commercial banks and foreign exchange markets are open for business in London, in each
case, on the basis of the spot rate for the sale of the euro against the purchase of such Specified
Currency in the London foreign exchange market quoted by any leading international bank
selected by the Issuer on the Agreement Date;
(b)
the euro equivalent of Dual Currency Notes (as defined in "Terms and Conditions of the Notes"
on page 46) and Index Linked Interest Notes (as defined in "Terms and Conditions of the Notes"
on page 46) shall be calculated in the manner specified above by reference to the original nominal
amount of such Notes;
(c)
the euro equivalent of Zero Coupon Notes (as defined in "Terms and Conditions of the Notes" on
page 46) and other Notes issued at a discount (or a premium) shall be calculated in the manner
specified above by reference to the net proceeds received by the Issuer for the relevant issue; and
(d)
the euro equivalent of Partly Paid Notes (as defined in "Terms and Conditions of the Notes" on
page 46) shall be calculated in the manner specified above by reference to the original nominal
amount of such Notes regardless of the amount of subscription price paid.
Such euro equivalent for the relevant Notes will be specified in the applicable Final Terms.
6


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Section 01 : 3475 Section 01
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall
have the same meanings in this summary.
Issuer:
DEXIA CREDIOP S.p.A.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. In addition, there
are certain factors which are material for the purpose of assessing the
market risks associated with Notes issued under the Programme. These
are set out under ``Risk Factors'' below. In relation to the Issuer, these
include market, insurance-related, credit and general operational risks.
Certain risks relating to Notes depend on their features and may include
(i) limited and/or volatile market value of the Notes, (ii) redemption
when reinvestment circumstances are not advantageous for a
Noteholder, (iii) reduced or no payment of interest, (iv) payment of
principal or interest at a different time or in a different currency than
expected and/or (v) loss of all or part of a Noteholder's investment ­this
may be due to the Notes (or any return of capital or interest thereon)
being (i) subject to optional redemption by the Issuer, (ii) determined
by reference to an index, formula, asset or other reference factor (such
as securities, commodities, exchange rates, etc.), (iii) payable in
various currencies, (iv) payable, as to their issue price, in instalments,
(v) subject to caps, floors, leverage or other factors or any combination
thereof, (vi) subject to an inverse floating rate of interest, (vii) subject
to a fixed-to-floating (or floating-to-fixed) rate of interest, and/or (viii)
issued at a discount or premium from their principal amount. Other
risks relating to the Notes include (i) binding decisions of meetings of
Noteholders, (ii) no payment of additional amounts (in certain
circumstances) in relation to taxes withheld from payments under the
Notes, (iii) changes in law, (iv) lack of a liquid secondary trading
market for the Notes, (v) Noteholders receiving payments in currency
other than that of their financial activities, (vi) changes in interest rates,
(vii) credit ratings not reflecting all risks relating to the Notes and/or
(viii) certain investors being subject to laws and regulations or review
or regulation by certain authorities.
Please note that this list is not exhaustive.
Programme Size:
Up to 8,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement) outstanding at any time.
The Issuer may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis subject to the selling
restrictions set out in "Subscription and Sale" below.
Form of Notes
Notes governed by English law may be issued in bearer or registered
form. Notes may not be issued and sold in the United States in bearer
form. Notes governed by Italian law will be issued in dematerialised
form. See "Form of the Notes" below.
7


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Section 01 : 3475 Section 01
Terms of Notes:
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Notes may be denominated in any agreed currency and with any agreed
maturity, subject to any applicable legal or regulatory restrictions and
any requirements of the relevant central bank (or equivalent body).
The terms of the Notes will be specified in the applicable Final Terms.
The following types of Note may be issued: (i) Fixed Rate Notes; (ii)
Floating Rate Notes; (iii) Index Linked Notes; (iv) Dual Currency
Notes; and (v) Zero Coupon Notes.
Interest periods, rates of interest and the terms of and/or amounts
payable on redemption may differ depending on the Notes being issued
and such terms will be specified in the applicable Final Terms.
The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to their stated maturity (other than in
specified instalments, if applicable, or for taxation reasons or following
an Event of Default) or that such Notes will be redeemable at the option
of the Issuer and/or the Noteholders upon giving notice to the
Noteholders or the Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on
such other terms as may be agreed between the Issuer and the relevant
Dealer.
The applicable Final Terms may provide that Notes may be redeemable
in two or more instalments of such amounts and on such dates as are
indicated in the applicable Final Terms.
Taxation
All payments in respect of the notes will be made without withholding
or deduction for or on account of taxes levied in the Republic of Italy
as further describe in and subject to certain limitations and exceptions
contained in "Terms and Conditions of the Notes ­ Taxation" on page
62 and under "Tax" on page 105.
Negative Pledge
None.
Events of Default:
The terms of the Notes will contain, amongst others, the following
events of default which will cause the Notes to accelerate:
(a)
default in payment of any principal or interest due in respect of
the Notes, continuing for a specified period of time;
(b)
default in the due performance and observance of any other
provisions contained in the Notes continuing for a specified
period of time;
(c)
default in the payment of any External Indebtedness (as defined
in Condition 9) or under any guarantee or indemnity given by it
in respect of any of its External Indebtedness; and
(d)
the making of any order or the passing of an effective resolution
for the winding-up of the Issuer other than for the purposes of a
8


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Section 01 : 3475 Section 01
reconstruction or amalgamation the terms of which have been
previously approved,
all as further described in Condition 9.
Status of the Notes:
The Notes will constitute direct, unconditional, unsubordinated and
unsecured obligations of the Issuer and will rank pari passu among
themselves and (save for certain obligations required to be preferred by
law) equally with all other unsecured obligations (other than
subordinated obligations, if any) of the Issuer, from time to time
outstanding.
Use of Proceeds:
The net proceeds from each issue of Notes will be applied by the Issuer
for its general corporate purposes, which include making a profit.
Rating:
The rating of the Notes to be issued under the Programme will be
specified in the applicable Final Terms.
Listing and Admission to Trading
Application has been made to the CSSF to approve this document as a
base prospectus. Application has also been made to the Luxembourg
Stock Exchange for Notes issued under the Programme to be admitted
to trading on the Luxembourg Stock Exchange's regulated market and
to be listed on the Official list of the Luxembourg Stock Exchange.
Notes may be listed or admitted to trading, as the case may be, on other
or further stock exchanges or markets agreed between the Issuer and
the relevant Dealer in relation to the Series. Notes which are neither
listed nor admitted to trading on any market may also be issued.
The applicable Final Terms will state whether or not the relevant Notes
are to be listed and/or admitted to trading and, if so, on which stock
exchanges and/or markets.
Governing Law:
The Notes will be governed by, and construed in accordance with,
English law or, if specified in the applicable Final Terms, Italian law.
Selling Restrictions:
There are restrictions on the offer, sale and transfer of the Notes in the
United States, the European Economic Area (including the United
Kingdom and Italy) and Japan and such other restrictions as may be
required in connection with the offering and sale of a particular
Tranche of Notes, see "Subscription and Sale".
9


Level: 8 ­ From: 8 ­ Tuesday, September 19, 2006 ­ 3:20 pm ­ g5mac4 ­ 3475 Section 01 : 3475 Section 01
GENERAL DESCRIPTION OF THE PROGRAMME
The following description does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. This description constitutes a general description of the
Programme for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing the
Prospectus Directive. Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the
Notes" below shall have the same meanings in this description.
Issuer:
DEXIA CREDIOP S.p.A.
Description:
Euro Medium Term Note Programme
Arrangers:
Dexia Banque Internationale à Luxembourg
Merrill Lynch International
Dealers:
Banca Akros S.p.a.
Banca Aletti & C. S.p.a.
Banca Caboto S.p.A.
Banca IMI S.p.A.
CALYON
Credit Suisse Securities (Europe) Limited
Deutsche Bank AG, London Branch
Dexia Banque Internationale à Luxembourg
DEXIA CREDIOP S.p.A.
Goldman Sachs International
J. P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Limited
Société Générale
Unicredit Banca Mobiliare S.p.A.
and any other Dealers appointed in accordance with the Programme
Agreement.
Certain restrictions:
Each issue of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply will
only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time (see
"Subscription and Sale" on pages 112 to 116).
Notes having a maturity of
Notes having a maturity of less than one year will, if the proceeds of the issue
less than one year:
are accepted in the United Kingdom, constitute deposits for the purposes of
the prohibition on accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 unless they are issued to a limited class of
professional investors and have a denomination of at least £100,000 or its
equivalent, see "Subscription and Sale".
Under the Luxembourg Law on Prospectuses for Securities, which
implements the Prospectus Directive, prospectuses for the listing of money
market instruments having a maturity at issue of less than 12 months and
10


Document Outline