Bond UniCred 0% ( XS0285148598 ) in EUR

Issuer UniCred
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS0285148598 ( in EUR )
Interest rate 0%
Maturity 05/02/2014 - Bond has expired



Prospectus brochure of the bond UniCredit XS0285148598 in EUR 0%, expired


Minimal amount 1 000 EUR
Total amount 1 250 000 000 EUR
Detailed description UniCredit is a major Italian banking group offering a wide range of financial services including commercial banking, investment banking, and wealth management across Europe, Central and Eastern Europe, and the Middle East.

The Bond issued by UniCred ( Italy ) , in EUR, with the ISIN code XS0285148598, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 05/02/2014







Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Intro : 3549 Intro
BASE PROSPECTUS
Capitalia S.p.A.
(incorporated as a Società per Azioni in the Republic of Italy)
¤20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
Under the Euro Medium Term Note Programme (the Programme) described in this Base Prospectus (the Base Prospectus), Capitalia
S.p.A. (the Issuer or Bank) may, including through any such branch outside the Republic of Italy as it may agree with the Relevant
Dealer(s) (as defined below) and as specified in the applicable Final Terms (as defined below), subject to compliance with all relevant
laws, regulations and directives, from time to time issue debt instruments (the Notes) denominated in any currency (including euro) and
in any denomination (subject to a minimum denomination of ¤1,000 (or its equivalent in other currencies) agreed between the Bank and
the Relevant Dealer(s)). The aggregate nominal amount of Notes outstanding will not at any time exceed ¤20,000,000,000 (or its
equivalent in other currencies), subject to any duly authorised increase.
The Notes may be issued on a continuing basis to one or more of the Dealers specified herein and any additional Dealer appointed under
the Programme from time to time, which appointment may be for a specific issue or an ongoing basis (each, a Dealer and, together, the
Dealers). References in this Base Prospectus to the Relevant Dealer shall, in relation to any issue of Notes, be to the Dealer agreeing
to purchase such Notes or, in the case of each issue of Notes syndicated amongst a group of Dealers, the lead manager of such issue.
Payments of interest, premium or other income relating to the Notes qualifying as bonds (obbligazioni) or securities similar to bonds (titoli
similari alle obbligazioni) are subject to a substitutive tax (referred to as imposta sostitutiva) of 12.5 per cent. in certain circumstances. In
order to obtain exemption at source from imposta sostitutiva in respect of payments of interest, premium or other amounts relating to the
Notes, each Noteholder (as defined below) not resident in the Republic of Italy is required to declare itself to be: (a) resident, for tax
purposes, in a country which allows for a satisfactory exchange of information; (b) subject to Taxation in its country of residence; and
(c) the beneficial owner of payments of interest, premium or other income relating to the Notes, all as more fully set out in this Base
Prospectus under "Italian Taxation".
Notes issued by the Bank with a maturity of less than 18 months or qualifying as atypical securities (titoli atipici) are subject
to a withholding tax at the rate of 27 per cent. per annum in respect of interest and premium (if any). The Bank will not be
liable to pay any additional amounts to Noteholders in relation to any such withholding.
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg
competent authority for the purpose of the Prospectus Directive and relevant implementing measures in Luxembourg, for approval of
this Base Prospectus as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in
Luxembourg for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve
months after the date hereof. Application has been made for Notes issued under the Programme to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange (the Luxembourg Stock Exchange) which is a regulated market for the purposes
of Directive 93/22/EEC, and to be listed on the official list of the Luxembourg Stock Exchange. The Programme also permits Notes to
be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges
and/or quotation systems as may be agreed between the Bank and the Relevant Dealers.
Arranger
LEHMAN BROTHERS
Dealers
ABN AMRO
BANCA IMI
BANC OF AMERICA SECURITIES LIMITED
CAPITALIA
CREDIT SUISSE
GOLDMAN SACHS INTERNATIONAL
HSBC
JPMORGAN
LEHMAN BROTHERS
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY
UBS INVESTMENT BANK
4 October 2006


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Intro : 3549 Intro
IMPORTANT NOTICES
This Base Prospectus should be read and construed together with any supplements hereto and with any other
documents incorporated by reference herein and, in relation to any Tranche of Notes, should be read and
construed together with the relevant Final Terms (as defined herein).
The Bank has confirmed to the Dealers named under "Subscription and Sale" below 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) material; that such information is
true and accurate in all material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made and are not misleading in any material
respect; that this Base Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in the context of the Programme and the issue, offering and
sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to
verify the foregoing.
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 document entered into in relation to the Programme or any
information supplied by the Bank or such other information as is in the public domain and, if given or made,
such information or representation should not be relied upon as having been authorised by the Bank or any
Dealer.
No representation or warranty is made or implied by the Trustee, the Dealers or any of their respective
affiliates, and neither the Trustee, the Dealers nor any of their respective affiliates makes any representation
or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in
this Base Prospectus. Neither the delivery of this Base Prospectus, or any Final Terms, nor the offering, sale
or delivery of any Note shall, in any circumstances, create any implication that the information contained in
this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has
been most recently supplemented or that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial or otherwise) of the Bank since the date thereof or,
if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that
any other information supplied in connection with the Programme is correct at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by the Bank and the Dealers to inform themselves about and to observe any
such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the
distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see
"Subscription and Sale". In particular, the Notes have not been and will not be registered under the United
States Securities Act of 1933 (as amended) (the Securities Act) and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S.
persons.
To the extent that the offering of the Notes has not been registered with the Commissione Nazionale per le
Società e la Borsa (CONSOB), this Base Prospectus may not be used in connection with any offer of the
Notes in the Republic of Italy other than (i) to professional investors, as that term is defined in Article 31,
second paragraph, of CONSOB Regulation No. 11522 of 1 July 1998 ("operatori qualificati") as amended
or (ii) in any circumstances which although constituting a solicitation of investment in the Republic of Italy,
are exempt from the rules on solicitation of investments pursuant to the applicable laws and regulations.
Neither this Base Prospectus nor any Final Terms constitute an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Bank, the Trustee or any of
the Dealers that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase
any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Bank.
2


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Intro : 3549 Intro
The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will
not exceed 20,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement (as defined under "Subscription and Sale"))). The maximum aggregate
principal amount of Notes which may be outstanding and guaranteed at any one time under the Programme
may be increased from time to time, subject to compliance with the relevant provisions of the Dealer
Agreement.
In this Base Prospectus, unless otherwise specified, references to Member State are references to a Member
State of the European Economic Area, references to U.S.$, U.S. Dollars or Dollars are to United States
dollars, references to or Euro are to the single 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.
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
trading on a regulated market 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. In doing so, the Stabilising Manager(s) shall act as principal and
not as agent of the Issuer or the Dealers. 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 final
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.
3


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Intro : 3549 Intro
CONTENTS
IMPORTANT NOTICES ........................................................................................................................
2
GENERAL DESCRIPTION OF THE PROGRAMME ..........................................................................
5
SUMMARY OF THE PROGRAMME ..................................................................................................
6
RISK FACTORS......................................................................................................................................
14
RESPONSIBILITY STATEMENT ........................................................................................................
19
DOCUMENTS INCORPORATED BY REFERENCE ..........................................................................
20
FORMS OF THE NOTES ......................................................................................................................
22
TERMS AND CONDITIONS OF THE NOTES ....................................................................................
25
FORM OF FINAL TERMS ....................................................................................................................
48
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............
60
DESCRIPTION OF THE BANK ............................................................................................................
63
CONSOLIDATED FINANCIAL AND OPERATING INFORMATION OF THE BANK....................
81
TAXATION..............................................................................................................................................
86
SUBSCRIPTION AND SALE ................................................................................................................
96
GENERAL INFORMATION ..................................................................................................................
100
4


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Intro : 3549 Intro
GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Bank 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 below. The
applicable terms of any Notes will be agreed between the relevant Issuer and the relevant Dealer prior to the
issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on, attached to, or
incorporated by reference into, the Notes, as modified and amended by Part A of the applicable Final Terms
attached to, or endorsed on, such Notes, as more fully described under "Summary of Provisions Relating to
the Notes Whilst in Global Form".
The 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 20,000,000,000 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 currency of denomination (as specified in the
applicable Final Terms in relation to the relevant Notes) shall be determined, at the discretion of the
relevant Bank, either as of the date on which agreement is reached for the issue of Notes 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
currency of denomination in the London foreign exchange market quoted by any leading international
bank selected by the relevant Issuer on the relevant day of calculation;
(b)
the euro equivalent of Notes with different currency of denomination and currency of payment, Index
Linked Notes and partly Paid Notes (each as specified in the applicable Final Terms in relation to the
relevant Notes) shall be calculated in the manner specified above by reference to the original nominal
amount on issue of such Notes (in the case of Partly Paid Notes regardless of the subscription price
paid); and
(c)
the euro equivalent of non-interest bearing Notes (as specified in the applicable Final Terms in relation
to the relevant Notes) 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 relevant Issuer for the
relevant issue.
5


Lev
Le el:
v
5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Section 01 : 3549 Section 01
SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to the Base Prospectus. The following summary does not
purport to be complete 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 the Notes, the applicable Final Terms.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same meanings
in this summary. 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, by any investor.
Following the implementation of the relevant provisions of the Prospectus Directive in each Member
State, no civil liability will attach to the Bank 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, the claimant 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.
Issuer:
Capitalia S.p.A., including through any such branch outside
the Republic of Italy as it may agree with the Relevant
Dealer(s), as specified in the applicable Final Terms, and
subject to compliance with all applicable legal and/or
regulatory requirements. The Issuer's registered office is Via
Marco Minghetti no. 17, 00187 Roma, Italy. Telephone
number is +39 06 67071.
Business of the Issuer:
The Issuer is the parent and holding company of the Capitalia
Group, a full-service banking group based in Rome and the
fourth largest banking group in Italy in terms of assets at
year-end 2005. The Capitalia Group is organised into three
macro business areas: (i) Commercial Banks, (ii) Specialist
Banks and Product Factories and (iii) Providers of Shared
Services, and operates the following business lines which the
Issuer is responsible for managing: Commercial Banks,
Specialist Banks and Product Factories, Corporate, Credit
Policies and Finance. Principal subsidiaries of the Issuer are:
Banca di Roma S.p.A., Banco di Sicilia S.p.A., Bipop Carire
S.p.A., MCC S.p.A. and FinecoBank S.p.A. While
maintaining the independence and brands of its subsidiaries,
the Issuer is responsible for establishing strategic and
governance guidelines, monitoring credit and financial risks
for the entire Capitalia Group, and guiding and monitoring
commercial activities.
Arranger:
Lehman Brothers International (Europe)
Dealers:
ABN AMRO Bank N.V., Banca IMI S.p.A., Banc of America
Securities Limited, Capitalia S.p.A., Credit Suisse Securities
(Europe) Limited, Goldman Sachs International, HSBC
Bank plc, J.P. Morgan Securities Ltd., Lehman Brothers
International (Europe), Merrill Lynch International, Morgan
Stanley & Co. International Limited, UBS Limited and any
other Dealer appointed from time to time by the Bank either
generally in respect of the Programme or in relation to a
particular Tranche of Notes.
Trustee:
Deutsche Trustee Company Limited
6


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Section 01 : 3549 Section 01
Principal Paying Agent:
Deutsche Bank AG, London Branch
Paying Agents:
Deutsche Bank Luxembourg S.A., Credit Suisse
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Final Terms:
Notes issued under the Programme shall be issued pursuant
to this Base Prospectus and associated Final Terms.
For each Tranche of Notes, the associated Final Terms will,
for the purposes of that Tranche only, supplement the Terms
and Conditions of the Notes and this Base Prospectus and
must be read in conjunction with this Base Prospectus. The
terms and conditions applicable to any particular Tranche of
Notes are the Terms and Conditions of the Notes as
supplemented, amended and/or replaced to the extent
described in the relevant Final Terms.
Listing and Admission to Trading:
Application has been made for Notes issued under the
Programme to be admitted to trading on the regulated market
of the Luxembourg Stock Exchange. The Programme also
permits Notes to be issued on the basis that they will not be
admitted to listing, trading and/or quotation by any listing
authority, stock exchange and/or quotation system or to be
admitted to listing, trading and/or quotation by such other or
further listing authorities, stock exchanges and/or quotation
systems as may be agreed with the Bank.
Clearing Systems:
Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream
Banking, société anonyme, Luxembourg (Clearstream,
Luxembourg) and/or, in relation to any Series of Notes, any
other clearing system as may be specified in the relevant
Final Terms.
Programme Amount:
Up to 20,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one
or more Tranches issued on different issue dates. The Notes
of each Series will all be subject to identical terms, except
that the issue date and the amount of the first payment of
interest may be different in respect of different Tranches.
Any subsequent Tranche may have a different Issue Price as
specified in the relevant Final Terms. The Notes of each
Tranche will all be subject to identical terms in all respects
save that a Tranche may comprise Notes of different
denominations.
Forms of Notes:
Notes may only be issued in bearer form. Each Tranche of
Notes will initially be in the form of either a Temporary
Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note will
(i) if it is intended to be issued in new global note (NGN)
form, as stated in the applicable Final Terms, be delivered on
or prior to the original issue date of the Tranche to a common
safekeeper (the Common Safekeeper) for Euroclear and
Clearstream, Luxembourg and (ii) if it is not intended to be
issued in NGN form, as stated in the applicable Final Terms,
7


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Section 01 : 3549 Section 01
be deposited on or around the issue date of the relevant
Tranche of the Notes with a depositary or a common
depositary for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system. Each Temporary
Global Note will be exchangeable for a Permanent Global
Note or, if so specified in the relevant Final Terms, for
Definitive Notes. If the TEFRA D Rules are specified in the
relevant Final Terms as applicable, certification as to non-
U.S. beneficial ownership will be a condition precedent to
any exchange of an interest in a Temporary Global Note or
receipt of any payment of interest in respect of a Temporary
Global Note. Each Permanent Global Note will be
exchangeable for Definitive Notes in accordance with its
terms. Definitive Notes will, if interest-bearing, have
Coupons attached and, if appropriate, a Talon for further
Coupons.
Currencies:
Notes may be denominated in euro, U.S. Dollars, Australian
Dollars, Canadian Dollars, Danish Kroner, Hong Kong
Dollars, Japanese Yen, New Zealand Dollars, Norwegian
Kroner, Pounds Sterling, Swedish Kroner, Swiss Francs
and/or in any other currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or
central bank requirements. Payments in respect of Notes
may, subject to such compliance, be made in and/or linked to,
any currency or currencies other than the currency in which
such Notes are denominated.
Status of Senior Notes:
Senior Notes will constitute unsubordinated, unconditional
and unsecured obligations of the Bank and (subject to the
provision concerning previously issued Senior Notes, below)
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 Bank from time to time
outstanding.
Absence of Negative Pledge:
Senior Notes issued prior to 27 May 2004: Senior Notes
issued under this Programme prior to the date of 27 May
2004 have the benefit of a negative pledge provision in the
following terms:
"The Bank will not, so long as any of the Senior Notes
remains outstanding create or have outstanding any
mortgage, lien, pledge or other charge upon the whole or any
part of its assets or revenues, present or future, to secure any
External Indebtedness or any guarantee of any External
Indebtedness unless:
(i)
the same security shall forthwith be extended (to the
satisfaction of the Trustee) equally and rateably to the
Senior Notes; or
(ii)
such other security as the Trustee in its absolute
discretion deems reasonably equivalent thereto or is
approved by an Extraordinary Resolution of the
holders of Senior Notes shall previously have been or
8


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Section 01 : 3549 Section 01
shall forthwith be extended equally and rateably to the
Senior Notes."
Senior Notes to be issued under this Programme after 27
May 2004 will not have the benefit of this provision.
Outstanding Senior Notes issued prior to 27 May 2004
are unaffected by this change and will continue to benefit
from such negative pledge provision up to maturity.
Status of Subordinated Notes:
Lower Tier II Subordinated Notes, Upper Tier II
Subordinated Notes and Tier III Subordinated Notes will
constitute direct, unsecured and subordinated obligations of
the Bank.
In the event of the winding-up, dissolution, liquidation or
Liquidazione Coatta Amministrativa (the latter as described
in Articles 80 to 94 of the Italian Banking Act) of the Bank,
the payment obligations of the Bank under the Lower Tier II
Subordinated Notes, the Upper Tier II Subordinated Notes
and Tier III Subordinated Notes and the related Coupons will
rank in right of payment after unsubordinated unsecured
creditors (including depositors) of the Bank but at least pari
passu with all other subordinated obligations of the Bank
which do not rank or are not expressed by their terms to rank
junior or senior to the Lower Tier II Subordinated Notes,
Upper Tier II Subordinated Notes and Tier III Subordinated
Notes, as the case may be, and in priority to the claims of
shareholders of the Bank, as described in Condition 4(b)
(Subordinated Notes).
Loss Absorption on Upper Tier II
To the extent that the Bank at any time suffers losses which
Subordinated Notes:
in accordance with Italian laws and regulations would
require the Bank to reduce its capital to below the Minimum
Capital (as defined in Condition 4(b)(iii) (Subordinated
Notes), the payment obligations of the Bank in respect of
interest and principal under Upper Tier II Subordinated
Notes will be reduced to the extent necessary to enable the
Bank, in accordance with the requirements of Italian law, to
maintain at least the required Minimum Capital.
The payment obligations of the Bank in respect of interest
and principal due under Upper Tier II Subordinated Notes
which are so reduced will be subject to reinstatement in
certain circumstances.
Deferral of Interest on Upper Tier II
The Bank is not required to pay interest on Upper Tier II
Subordinated Notes:
Subordinated Notes on an Interest Payment Date if (i) no
annual dividend has been approved by the shareholders of the
Bank or paid in respect of any class of shares during the 12
month period ending on, and including the day which is three
London Business Days preceding such Interest Payment
Date; or (ii) the Board of Directors of the Bank has
announced at the time of publication of any interim accounts
of the Bank published during the six months ending on, and
including the day which is three London Business Days
preceding such Interest Payment Date that, based on such
9


Level: 5 ­ From: 5 ­ Tuesday, October 3, 2006 ­ 1:02 pm ­ g5mac4 ­ 3549 Section 01 : 3549 Section 01
accounts, no sums are available at such time in accordance
with Italian law for the payment of interim dividends.
Tier III Subordinated Notes:
Tier III Subordinated Notes shall be subject to the same
restrictions provided in respect of similar indebtedness
qualifying as Upper Tier II Subordinated Notes or Lower
Tier II Subordinated Notes except that any Tier III
Subordinated Notes shall (i) have a different minimum
maturity period, as specified in the relevant Final Terms and
(ii) be subject to a lock-in clause pursuant to which payments
of interest and repayment of principal cannot be effected if
such payments or repayment would reduce the total value of
the Bank's assets below the minimum capital requirements of
Italian law. Such suspension of payments shall not constitute
an Event of Default.
Issue Price:
Notes, any Series and each single Tranche may be issued at
any price and either on a fully or partly paid basis, as
specified in the relevant Final Terms. The price and amount
of Notes to be issued under the Programme will be
determined by the Issuer and the relevant Dealer at the time
of issue in accordance with prevailing market conditions.
Maturities:
Any maturity, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or
central bank requirements. Unless otherwise permitted by
current law, regulations, directives and/or the Bank of Italy's
requirements applicable to the issue of Subordinated Notes
(i) Lower Tier II Subordinated Notes must have a maturity of
not less than five years, (ii) Upper Tier II Subordinated Notes
must have a maturity of not less than ten years and (iii) Tier
III Subordinated Notes will have a maturity of not less than
two years. Where Lower Tier II Subordinated Notes and Tier
III Subordinated Notes are redeemable, Lower Tier II
Subordinated Notes may be redeemed only after five years
from the relevant issue date and only after a prior notice is
given to the Noteholders, while Tier III Subordinated Notes
may be redeemed only after two years from the relevant issue
date and only after a prior notice is given to Noteholders.
Any Notes having a maturity of less than one year from their
date of issue must (i) have a minimum redemption value of
£100,000 (or its equivalent in other currencies) and be issued
only to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or
who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the
purposes of their businesses or (ii) be issued in other
circumstances which do not constitute a contravention of
section 19 of the Financial Services and Markets Act
(FSMA) by the Bank.
According to the Luxembourg law on prospectuses for
securities, the CSSF is not competent for approving
prospectuses for the listing of money market instruments
10


Document Outline