Bond Dexia Credit SPA 4.5% ( XS0364942473 ) in EUR

Issuer Dexia Credit SPA
Market price 100 %  ▼ 
Country  Italy
ISIN code  XS0364942473 ( in EUR )
Interest rate 4.5% per year ( payment 1 time a year)
Maturity 04/08/2014 - Bond has expired



Prospectus brochure of the bond Dexia Crediop SPA XS0364942473 in EUR 4.5%, expired


Minimal amount 10 000 EUR
Total amount 6 000 000 EUR
Detailed description Dexia Crediop S.p.A. was an Italian subsidiary of Dexia Group, specializing in providing financing and financial services, primarily to public entities and local authorities.

The Bond issued by Dexia Credit SPA ( Italy ) , in EUR, with the ISIN code XS0364942473, pays a coupon of 4.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 04/08/2014







BASE PROSPECTUS

Dated 21 June 2011
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).
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 12.
The Notes will be issued to one or more of the Dealers specified on page 12 (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").
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. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final
Terms. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European
Union and registered under Regulation (EC) No. 1060/2009 (the "CRA Regulation") will be disclosed in the Final Terms. 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 Notes ­ Taxation" on page 86 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") in its capacity as competent authority under the
Luxembourg Act dated 10th July, 2005 on prospectuses for securities 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.
Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror) should be aware that, in the context of an
offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for the Base Prospectus only if the Issuer is acting in
association with that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in
association with the Issuer. If the Offeror is not acting in association with the Issuer, the Investor should check with the Offeror whether anyone is responsible
for the Base Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA Member State in
the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Base Prospectus and/or
who is responsible for its contents it should take legal advice.
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
BofA Merrill Lynch
DEXIA Capital Markets
Dealers
Banca IMI
Barclays Capital
BofA Merrill Lynch
Credit Suisse
Deutsche Bank
Dexia Capital Markets
DEXIA CREDIOP S.p.A.
J.P. Morgan
Société Générale Corporate & Investment Banking
UniCredit Bank


This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive") as amended (which includes the amendments made by Directive
2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in
a relevant Member State of the European Economic Area).
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 previous paragraph should be read in conjunction with the 9th paragraph on the first page of
this Base Prospectus.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN
OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN
OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER
ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING
AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT
BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE
DEALERS) IN CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND,
ACCORDINGLY, THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN
SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF
SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO
RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.
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 Prospectus 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 Regulated Market of the Luxembourg
Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. 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 30).
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
2


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.
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.
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, unless specifically indicated to the contrary in the
applicable Final Terms, no action has been taken by the Issuer or the Dealers which is intended to 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,
3


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" below.
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. Under Article 129 of
Legislative Decree No. 385 of 1st September, 1993 (the "Consolidated Banking Act") the Bank of Italy is
entitled to require that information be given to it periodically following the issue or offer of financial instruments
in Italy or outside of Italy by Italian persons. 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.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii)
below may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated
in this Base Prospectus as completed by final terms in relation to the offer of those Notes may only do so
(i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State
and (in either case) published, all in accordance with the Prospectus Directive, provided that any such
prospectus has subsequently been completed by final terms which specify that offers may be made other
4


than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is
made in the period beginning and ending on the dates specified for such purpose in such prospectus or
final terms, as applicable and the Issuer has consented in writing to its use for the purpose of such offer.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
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 on the Functioning of the European
Union as amended, 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.
5


TABLE OF CONTENTS
Page
Summary of the Programme............................................................................................................................. 7
Overview of the Programme .......................................................................................................................... 12
Risk Factors .................................................................................................................................................... 17
Documents Incorporated by Reference .......................................................................................................... 30
Form of the Notes........................................................................................................................................... 31
Applicable Final Terms .................................................................................................................................. 35
DTC Information ­ Registered Notes............................................................................................................. 67
Terms and Conditions of the Notes ................................................................................................................ 69
Use of Proceeds .............................................................................................................................................. 94
DEXIA CREDIOP S.p.A. .............................................................................................................................. 95
Overview of Financial Information of DEXIA CREDIOP S.p.A. ............................................................... 118
General Information ..................................................................................................................................... 126
Tax................................................................................................................................................................ 129
Subscription and Sale ................................................................................................................................... 137
___________________________
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 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. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.
6


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 any
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 69-
93. 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 to the Base Prospectus 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 70) 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 70) and Index Linked Interest Notes (as defined in "Terms and Conditions of the Notes"
on page 70) 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 70) 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 70) 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.
7


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.

The Issuer is registered in Rome, Italy, with registration number
04945821009. It is listed in the Register of Italian Banking Institutions
and its registered office is at Via Venti Settembre 30, 00187 Rome,
Italy. The Issuer's primary business activity is to undertake in 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 paid-up share capital of the Issuer is euro 450,210,000 consisting
of 174,500,000 ordinary shares with a nominal value of euro 2.58 each.

The reserves of the Issuer as of 31st December, 2010 were euro
665,699,435.
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.
8


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.
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) Notes which bear
interest at a fixed rate or a floating rate; (ii) Notes which do not bear
interest; and (iii) Notes which bear interest, and/or the redemption
amount of which is, calculated by reference to a specified factor such
as movements in an index or a currency exchange rate, changes in share
or commodity prices or changes in the credit of an underlying entity. In
addition, Notes which have any combination of the foregoing features
may also be issued.

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. The Notes will be issued in such
denominations as may be agreed between the Issuer and the relevant
Dealer save that the minimum denomination of each Note 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).
9



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
87 and under "Tax" on page 130.
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 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 certain Series of Notes to be issued under the Programme
may be specified in the applicable Final Terms. Whether or not each
credit rating applied for in relation to relevant Series of Notes will be
issued by a credit rating agency established in the European Union and
registered under Regulation (EC) No. 1060/2009 will be disclosed in
the Final Terms.
Approval, Listing and Admission to Application has been made to the CSSF to approve this document as a
Trading:
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
10