Obligation Intesa San Paolo 6.375% ( XS0324790657 ) en GBP

Intesa San Paolo

100 % ▲

Italie

XS0324790657 ( en GBP )

6.375% par an ( paiement annuel )

12/11/2017 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo XS0324790657 en GBP 6.375%, échue

50 000 GBP

250 000 000 GBP

Intesa Sanpaolo est l'un des principaux groupes bancaires d'Italie, proposant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa San Paolo ( Italie ) , en GBP, avec le code ISIN XS0324790657, paye un coupon de 6.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/11/2017

Amended Final Terms dated 7 February 2008
INTESA SANPAOLO S.p.A.

Issue of
GBP 250,000,000 Lower Tier II Subordinated Fixed to Floating Rate Notes due November 2017

under the 35,000,000,000
Global 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
Prospectus dated 15th February, 2007 and the supplement to the Prospectus dated 26 April 2007 and 27
August 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 of the
Notes 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
Notes is only available on the basis of the combination of these Final Terms and the Prospectus and the
supplements dated 26 April 2007 and 27 August 2007. The Prospectus and the supplements are available for
viewing at the registered office of the Issuer at Piazza San Carlo 156, 10121 Turin and from Société
Européenne de Banque S.A., at 19 Boulevard de Prince Henri, Luxembourg. The Prospectus and the
supplements and, in the case of Notes admitted to trading on the regulated market of the Luxembourg Stock
Exchange, the applicable Final Terms will also be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
1.
(i)
Issuer:
Intesa Sanpaolo S.p.A.
(ii) Guarantor:
Not
Applicable
2.
(i) Series
Number:
387
(ii) Tranche
Number:
1
3.
Specified Currency or Currencies:
Sterling (GBP)
4.
Aggregate Nominal Amount:

(i) Series:
GBP
250,000,000
(ii) Tranche:
GBP
250,000,000
5.
Issue Price:
100.00 per cent. of the Aggregate
Nominal Amount
6.
(i) Specified
Denominations:
GBP50,000
only
7.
(i)
Issue Date:
12 October 2007
8.
Maturity Date:
Interest Payment Date falling in
November 2017

9.
Interest Basis:
For the period from and including the
Issue Date to but excluding 12
November 2012, 6.375% Fixed Rate;
For the period from and including 12
November 2012 to but excluding the
Maturity Date and provided the Issuer
Call Option is not exercised, Floating
Rate.
(further particulars specified below)
10. Redemption/Payment Basis:
Redemption at par
11. Change of Interest or
Save as specified in item 9 above
Redemption/Payment Basis:
(Interest Basis) , not applicable
(further particulars also specified in
items 15 and 16 below)
12. Put/Call Options:
Issuer Call Option.
(further particulars specified in item 20
below)
13. Status of the Notes:
Subordinated, Lower Tier II
14. Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions
Applicable in respect of each Interest
Period from and including the Issue
Date to but excluding 12 November
2012

(i)
Rate(s) of Interest:
6.375 per cent. per annum payable
annually in arrear

(ii)
Interest Payment Dates:
12 November in each year, from and
including 12 November 2008 to and
including 12 November 2012
For the avoidance of doubt, there will
be a long first coupon in respect of the
first Interest Period from and including
the Issue Date to but excluding 12
November 2008

(iii)
Fixed Coupon Amount(s):
GBP 3,187.50 per Note of GBP 50,000
Specified Denomination

(iv)
Day Count Fraction:
Actual/Actual (ICMA), unadjusted

(v)
Broken Amount:
GBP 3,457.48 per Specified
Denomination in respect of the first
Interest Period from and including the
Issue Date to but excluding 12
November 2008

(vi)
Other terms relating to the
Not Applicable
method of calculating
interest for Fixed Rate
Notes:
16. Floating Rate Note Provisions
Applicable, provided that the Issuer
Call Option is not exercised, in respect
of each Interest Period from and
including 12 November 2012 to but
excluding the Maturity Date
(i) Specified
Periods
Interest will be payable quarterly in
arrear and will accrue from and

including 12 November 2012 to but
excluding the Maturity Date

Specified Interest Payment
12 November, 12 February, 12 May
Dates:
and 12 August in each year from and
including 12 February 2013 to and
including the Maturity Date, subject to
adjustment in accordance with the
Business Day Convention specified
below

(ii)
Business Day Convention:
Modified Following Business Day
Convention, adjusted
(iii) Additional
Business
TARGET
Centre(s):

(iv)
Manner in which the
Screen Rate Determination
Rate(s) of Interest is/are to
be determined:

(v)
Party responsible for
Not Applicable
calculating the Rate(s) of
Interest and Interest
Amount(s) (if not the
Principal Paying Agent):

(vi)
Screen Rate Determination:

- Reference Rate:
3 month GBP LIBOR

- Relevant Screen Page:
Reuters LIBOR01

- Interest Determination
The first day of each Interest Period
Dates:

- Relevant Time:
11.00 a.m. London time

- Relevant Financial
London
Centre:

(vii)
ISDA Determination:
Not Applicable

(viii)
Margin:
+ 1.35 per cent.

(ix)
Minimum Rate of Interest:
Not Applicable

(x)
Maximum Rate of Interest:
Not Applicable

(xi)
Day Count Fraction:
Actual/360

(xii)
Fall back provisions,
Not Applicable
rounding provisions,
denominator 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
Not Applicable
18. Index-Linked Interest Note
Not Applicable
Provisions
19. Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION

20. Call Option
Applicable, subject to the prior
approval of the Bank of Italy

(i)
Optional Redemption Date(s) 12 November 2012, or any other
(Call):
Interest Payment Date thereafter
(excluding the Maturity Date)

(ii)
Optional Redemption
GBP50,000 per Note of GBP50,000
Amount(s) (Call) and
Specified Denomination
method, if any, of
calculation of such
amount(s):

(iii)
If redeemable in part:

(a)
Minimum
Not Applicable
Redemption
Amount:

(b)
Maximum
Not Applicable
Redemption
Amount:

(iv)
Notice period (if other than
Not Applicable
as set out in the Conditions):
21. Put Option
Not Applicable
22. Final Redemption Amount
GBP 50,000 per Note of GBP 50,000
Specified Denomination
23. Early Redemption Amount
Not Applicable
Early Redemption Amount(s)
payable on redemption for taxation
reasons or on event of default or
other early redemption and/or the
method of calculating the same (if
required or if different from that set
out in the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes:
Bearer Notes:

Temporary Global Note exchangeable
for a Permanent Global Note which is
exchangeable for Definitive Notes in
the limited circumstances specified in
the Permanent Global Note.
25. New Global Note Form:
Not Applicable
26. Additional Financial Centre(s) or
TARGET
other special provisions relating to
Payment Dates:
27. Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons
mature):

28. Details relating to Partly Paid
Not Applicable
Notes: amount of each payment
comprising the Issue Price and date
on which each payment is to be
made and consequences (if any) of
failure to pay, including any right
of the Issuers to forfeit the Notes
and interest due on late payment:
29. Details relating to Instalment
Not Applicable
Notes: amount of each instalment,
date on which each payment is to
be made:
30. Redenomination applicable
Redenomination not applicable

31. Renominalisation and
Not Applicable
reconventioning provisions:
32. Other terms or special conditions:
Not Applicable
DISTRIBUTION
33. (i)
If syndicated, names and
Not Applicable
addresses of Managers and
underwriting commitments:

(ii)
Date of Syndication
Not Applicable
Agreement:

(iii)
Stabilising Manager(s) (if
Not Applicable
any):
34. If non-syndicated, name and
The Royal Bank of Scotland plc
address of Dealer:
135 Bishopsgate
London EC2M 3UR

35. Total commission and concession:
Not Applicable
36. TEFRA:
The D Rules are applicable
37. Additional selling restrictions:
Not Applicable

LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading
the issue of Notes described herein pursuant to the 35,000,000,000 Global Medium
Term Note Programme of Intesa Sanpaolo S.p.A., Intesa Sanpaolo Bank Ireland p.l.c.
guaranteed, in respect of the Notes issued by Intesa Sanpaolo Bank Ireland p.l.c., by
Intesa Sanpaolo S.p.A.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. To
the best of the knowledge of the Issuer, having taken all reasonable care to ensure that
such is the case, the information contained in these Final terms is in accordance with the
facts and does not omit anything likely to affect the import of such information.

Signed on behalf of the Issuer:
By: ............................................
Duly authorised

PART B - OTHER INFORMATION
1.
Listing and admission to trading
(i)
Listing:
Luxembourg

(ii)
Admission to trading:
Application has been made for the Notes to
be admitted to trading on the regulated
market of the Luxembourg Stock Exchange
with effect from 12 October 2007
2.
Ratings
The Notes to be issued are expected to be
rated:
S & P's: Aa3
Moody's: A+
Fitch: A+
3.
Notification

Not
Applicable
4.
Interests of natural and legal persons involved in the issue

So far as the Issuer is aware, no person involved in the offer of the Notes has an
interest material to the offer.
5.
Reasons for the offer, estimated net proceeds and total expenses

(i)
Reasons for the offer:
General funding purposes

(ii)
Estimated net proceeds:
GBP 250,000,000

(iii)
Estimated total expenses:
Approximately EUR 6,535 to be paid to
the Listing Agent
6.
Historic interest rates

Details of historic LIBOR rates can be obtained from Reuters.
7.
Operational information
ISIN
Code:
XS0324790657
Common
Code:
032479065

New Global Note intended to be
Not Applicable
held in a manner which would

allow Eurosystem eligibility:

Any clearing system(s) other than
Not Applicable
Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme and the relevant
identification numbers):

Delivery:
Delivery against payment

Names and addresses of
Not Applicable
additional Paying Agent(s) (if
any):
8.
Further information relating to the Issuer

Further information relating to the Issuer is set out below, pursuant to Article 2414 of
the Italian Civil Code.

(i)
Objects:
The objects of the Issuer, as set out in
Article 4 of its by-laws, are the collection
of savings and the carrying-out of all forms
of lending activities, through its
subsidiaries or otherwise. The Issuer may,
in compliance with regulations in force and
subject to obtaining any prior
authorisations required, perform all
banking and financial services and
transactions, including the creation and
management of open- and closed-end
supplementary pension schemes, as well as
any other transaction necessary for, or
incidental to, the achievement of its
corporate purpose, through its subsidiaries
or otherwise.
As parent company of the Intesa Sanpaolo
banking group, pursuant to Article 61 of
Legislative Decree No. 385 of 1 September
1993, the Issuer, in its direction and
coordination capacity, issues instructions to
Group companies, including those for the
purposes of implementing the Bank of
Italy's regulations and of ensuring the
stability of the Group.
The Issuer performs the role of parent
company of a financial conglomerate,
pursuant to Article 3 of Legislative Decree
No. 142 of 30th May, 2005.

(ii)
Registered office:
Piazza San Carlo 156, 10121 Turin, Italy

(iii)
Company registration:
Registered at the Companies' Registry of
the Chamber of Commerce of Turin, Italy
under registration no. 00799960158.

(iv)
Amount of paid-up share
EUR 6,646,547,922.56, divided into
capital:
12,781,822,928 shares with a nominal
value of EUR 0.52 each

(v) Amount of reserves:
EUR 11,994,000,000 as at 31 December
2006