Obligation Italia 5.375% ( US465410BG26 ) en USD

Société émettrice Italia
Prix sur le marché refresh price now   100 %  ▼ 
Pays  Italie
Code ISIN  US465410BG26 ( en USD )
Coupon 5.375% par an ( paiement semestriel )
Echéance 14/06/2033



Prospectus brochure de l'obligation Italy US465410BG26 en USD 5.375%, échéance 14/06/2033


Montant Minimal 1 000 USD
Montant de l'émission 2 000 000 000 USD
Cusip 465410BG2
Prochain Coupon 15/06/2025 ( Dans 43 jours )
Description détaillée L'Italie est une république parlementaire en Europe du Sud, connue pour son riche patrimoine culturel, son art, sa cuisine et sa mode, ainsi que pour son économie diversifiée.

L'Obligation émise par Italia ( Italie ) , en USD, avec le code ISIN US465410BG26, paye un coupon de 5.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2033







PROSPECTUS SUPPLEMENT
(To Prospectus dated January 22, 2003)
Republic of Italy
US$2,000,000,000 4.375% Notes due 2013
US$2,000,000,000 5.375% Notes due 2033
The Republic of Italy
Italy is a foreign sovereign government. It is a founding member of the European Union and one of twelve
countries included in the European Economic and Monetary Union.
The economy of Italy, as measured by its 2001 gross domestic product, is the sixth largest in the world.
The Notes
The Republic of Italy is offering US$2,000,000,000 aggregate principal amount of its 4.375% Notes due
2013 (the ``US 2013 Notes'') and US$2,000,000,000 aggregate principal amount of its 5.375% Notes due 2033
(the ``US 2033 Notes,'' and together with the US 2013 Notes, the ``Notes'').
The Notes will be direct, general and unconditional obligations of the Republic of Italy and will rank pari
passu with all other unsecured and unsubordinated obligations of Italy.
We will pay interest on each series of the Notes on June 15 and December 15 of each year, commencing on
June 15, 2003.
The US 2013 Notes will be redeemed at 100% of their principal amount on June 15, 2013 and the US 2033
Notes will be redeemed at 100% of their principal amount on June 15, 2033.
The Notes will be deposited on February 27, 2003 (the ``Closing Date'') with Citibank, N.A. as custodian
for, and registered in the name of Cede & Co. as nominee of, The Depository Trust Company (``DTC'').
Proposed Trading Format
We have applied to list the Notes on EUROMOT (Mercato Telematico Eurobbligazioni), MTS (Mercato
Telematico Secondario all'Ingrosso dei Titoli di Stato) and the Luxembourg Stock Exchange in accordance with
the rules thereof.
Initial Price
Underwriting
Proceeds to
to Public(1)
Discount(2)
Italy(1)
Per US 2013 Note ************
99.694%
0.15%
99.544%
Total************************
$1,993,880,000
$3,000,000
$1,990,880,000
Per US 2033 Note ************
98.436%
0.275%
98.161%
Total************************
$1,968,720,000
$5,500,000
$1,963,220,000
(1) Plus accrued interest, if any, from and including February 27, 2003.
(2) Italy has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.
These securities have not been approved or disapproved by the Securities and Exchange Commission of the United States or any state
securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the accuracy
or adequacy of this prospectus supplement or the prospectus to which it relates. Any representation to the contrary is a criminal offense.
Joint Bookrunning Lead Managers
Goldman Sachs International
Merrill Lynch & Co.
Salomon Smith Barney
ABN AMRO
Credit Suisse First Boston
Deutsche Bank
JPMorgan
Lehman Brothers
Morgan Stanley
UBS Warburg
The date of this Prospectus Supplement is February 21, 2003.


No person has been authorized to give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus Supplement or the Prospectus, and, if
given or made, such information or representations must not be relied upon as having been authorized.
This Prospectus Supplement, the Prospectus and any other documents incorporated by reference herein
do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
securities to which they relate or an offer to sell or the solicitation of an offer to buy any such
securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of
this Prospectus Supplement, the Prospectus and any other documents incorporated by reference herein
nor any sale made hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Republic of Italy since the date hereof or that the information
contained or incorporated by reference herein is correct as of any time subsequent to its date.
Table of Contents
Prospectus Supplement
Page
Summary of the Offering *****************************************************************
S-4
Use of Proceeds*************************************************************************
S-6
Description of the Notes ******************************************************************
S-6
Global Clearance and Settlement *********************************************************** S-10
Taxation ******************************************************************************* S-14
Underwriting *************************************************************************** S-17
Official Statements ********************************************************************** S-18
Validity of the Securities ***************************************************************** S-18
General Information ********************************************************************* S-19
Prospectus
Page
Use of Proceeds*************************************************************************
4
Description of Debt Securities *************************************************************
5
General******************************************************************************
5
Nature of Obligation; Negative Pledge ****************************************************
6
Italian Taxation; Additional Amounts *****************************************************
6
United States Taxation *******************************************************************
6
Certain United States Federal Income Tax Considerations*************************************
6
Default; Acceleration of Maturity ********************************************************
8
Redemption **************************************************************************
8
Amendments *************************************************************************
9
Governing Law; Consent to Service ******************************************************
9
Description of Warrants ******************************************************************
11
General******************************************************************************
11
Governing Law; Consent to Service ******************************************************
11
United States Taxation *****************************************************************
11
Plan of Distribution**********************************************************************
12
Official Statements **********************************************************************
12
Validity of the Securities *****************************************************************
13
Authorized Representative ****************************************************************
13
Where You can Find More Information******************************************************
13
This Prospectus Supplement should be read together with the accompanying Prospectus, dated
January 22, 2003, of the Republic of Italy and any other documents incorporated by reference herein. The
Prospectus contains information regarding the Republic of Italy (``Italy'') and a description of certain terms of
S-2


Italy's securities. Further information regarding Italy and the Notes offered by this Prospectus Supplement,
which constitute separate series of the debt securities of Italy being offered from time to time pursuant to the
Prospectus, may be found in our registration statement (no. 333-102558), on file with the U.S. Securities and
Exchange Commission (the ``Commission'').
The distribution of this Prospectus Supplement, the Prospectus and any other documents incorporated by
reference herein and the offering of the Notes in certain jurisdictions may be restricted by law. Persons who
come into possession of this Prospectus Supplement or the Prospectus should inform themselves about and
observe any such restrictions. This Prospectus Supplement and the Prospectus do not constitute, and may not
be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so
or to any person to whom it is unlawful to make such offer or solicitation. See ``Underwriting.''
Italy accepts responsibility for the information contained in the Prospectus Supplement, in the Prospectus
and in any other documents incorporated by reference herein. To the best of the knowledge and belief of Italy
(which has taken all reasonable care to ensure that such is the case), the information contained in the
Prospectus Supplement, in the Prospectus and in any other documents incorporated by reference herein is in
accordance with the facts and does not omit anything likely to affect the import of such information.
As used in this Prospectus Supplement, references to ``$'', ``US$'', or ``dollars'' are to the legal currency
of the United States of America.
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH INTERNATIONAL, OR ANY
PERSON ACTING FOR MERRILL LYNCH INTERNATIONAL, MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD
AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION ON MERRILL LYNCH
INTERNATIONAL, OR ANY OF ITS AGENTS, TO DO THIS. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE LUXEMBOURG STOCK EXCHANGE, EUROMOT (MERCATO TELEMATICO
EUROBBLIGAZIONI) OR THE MTS (MERCATO TELEMATICO SECONDARIO ALL'INGROSSO DEI
TITOLI DI STATO), IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END
AFTER A LIMITED PERIOD.
Enforcement of Civil Liabilities
Italy is a foreign sovereign government. Consequently, it may be difficult for investors to obtain or
realize upon judgments of courts in the United States against Italy. Italy will irrevocably submit to the
jurisdiction of the Federal and State courts in The City of New York. Italy will irrevocably waive any
immunity from the jurisdiction of such courts, to the extent permitted by Italian law, but not execution or
attachment or process in the nature of such jurisdiction. Italy will waive any objection to venue, in connection
with any action arising out of or based upon the Notes brought by any holder of Notes. Italy reserves the
right to plead sovereign immunity under the United States Foreign Sovereign Immunities Act of 1976 with
respect to actions brought against it under United States Federal securities laws or any state securities laws.
In the absence of a waiver of immunity by Italy with respect to these actions, it would not be possible to
obtain a United States judgment in such an action against Italy unless a court were to determine that Italy is
not entitled under the Immunities Act to sovereign immunity with respect to such action. Enforceability in
Italy of final judgments of U.S. courts obtained in actions based on the civil liability provisions of the
U.S. federal securities laws is subject, among other things, to the absence of a conflicting final judgment by
an Italian court or of a previously instituted action pending in Italy among the same parties and arising from
the same facts and circumstances and to the Italian courts' determination that the U.S. courts had jurisdiction,
that process was appropriately served on the defendant, and that enforcement would not violate Italian public
policy. In general, the enforceability in Italy of final judgments of U.S. courts obtained would not require
retrial in Italy. In original actions brought before Italian courts, there is doubt as to the enforceability of
liabilities based on the U.S. federal securities laws. The Italian courts may enter and enforce judgments in
foreign currencies. See ``Description of Debt Securities -- Governing Law; Consent to Service'' in the
Prospectus.
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SUMMARY OF THE OFFERING
Issuer ***********************
The Republic of Italy.
Securities Offered*************
$2,000,000,000 principal amount of 4.375% Notes due 2013 (the
``US 2013 Notes'').
$2,000,000,000 principal amount of 5.375% Notes due 2033 (the
``US 2033 Notes'').
The US 2013 Notes and the US 2033 Notes are collectively referred to
as the ``Notes.''
Maturity Dates ***************
US 2013 Notes: June 15, 2013
US 2033 Notes: June 15, 2033
Redemption Basis *************
At par.
Interest Rates ****************
The US 2013 Notes will bear interest at the rate of 4.375% per annum,
payable semi-annually in arrears in two equal payments.
The US 2033 Notes will bear interest at the rate of 5.375% per annum,
payable semi-annually in arrears in two equal payments.
Interest Payment Dates ********
June 15 and December 15 of each year commencing June 15, 2003 for
the period commencing from and including February 27, 2003, as
described herein.
Markets *********************
The Notes are offered for sale in those jurisdictions in the United States,
Europe and Asia where it is legal to make such offers.
See ``Underwriting.''
Further Issues ****************
Italy reserves the right from time to time without the consent of the
holders of the Notes to issue further securities having terms and
conditions identical to those of the US 2013 Notes or the US 2033
Notes, so that such securities shall be consolidated with, form a single
series with and increase the aggregate principal amount of, the
US 2013 Notes or the US 2033 Notes, as the case may be.
Listing **********************
Application has been made to list the Notes on the Luxembourg Stock
Exchange, EUROMOT (Mercato Telematico Eurobbligazioni) and MTS
(Mercato Telematico Secondario all'Ingrosso dei Titoli di Stato).
Form and Settlement **********
The Notes will be issued in the form of global notes in fully registered
form, without coupons, which will be deposited on or about Febru-
ary 27, 2003 (the ``Closing Date'') with Citibank, N.A. as custodian for,
and registered in the name of Cede & Co. as nominee of, The Deposi-
tory Trust Company (``DTC''). Except as described in this Prospectus
Supplement, beneficial interests in a global note will be represented
through accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC. Investors may elect to
hold interests in a global note through DTC in the United States or
through Euroclear Bank S.A./N.V. (``Euroclear Bank''), as operator of
the Euroclear System (``Euroclear'') or Clearstream Banking, soci´et´e
anonyme (``Clearstream''), in Europe, if they are participants in such
systems, or indirectly through organizations that are participants in such
systems. Euroclear and Clearstream will in turn hold interests in the
global notes as indirect participants in DTC. Except as described in this
Prospectus Supplement, owners of beneficial interests in a global note
S-4


will not be entitled to have Notes registered in their names, will not
receive or be entitled to receive physical delivery of Notes in definitive
form and will not be considered holders of the Notes under the Notes or
the fiscal agency agreement governing the Notes. See ``Description of
the Notes -- Form, Denomination and Registration.''
It is expected that delivery of the Notes will be made, against payment
therefor in same-day funds, on or about February 27, 2003.
Withholding Tax **************
Principal of and interest on the Notes are payable by Italy without
withholding or deduction for Italian withholding taxes subject to certain
exceptions, including withholding taxes that may be imposed pursuant to
the proposed EU Directive on the taxation of savings income, to the
extent set forth in this Prospectus Supplement and in the Prospectus
under the heading ``Description of Debt Securities -- Italian Taxation.''
Redemption ******************
The US 2013 Notes will not be redeemable prior to June 15, 2013.
The US 2033 Notes will not be redeemable prior to June 15, 2033.
Governing Law ***************
The Notes shall be governed by, and interpreted in accordance with, the
laws of the State of New York.
S-5


USE OF PROCEEDS
The aggregate net proceeds to us from this offering will be approximately $3,954,100,000. Those
proceeds will be used for general purposes of the Italian Government, including debt management purposes.
DESCRIPTION OF THE NOTES
The Notes are to be issued pursuant to a fiscal agency agreement, dated as of February 6, 2002, between
Italy and Citibank, N.A., as fiscal agent. The following statements and the statements under ``Description of
Debt Securities'' in the Prospectus briefly summarize some of the terms of the Notes and the fiscal agency
agreement. This summary and the summary in the Prospectus are qualified in their entirety by reference to
the fiscal agency agreement and to the form of the global note, described below, filed or to be filed by Italy
with the Commission.
)
The US 2013 Notes and the US 2033 Notes will each be treated as a separate series of Notes under
the fiscal agency agreement.
)
The US 2013 Notes are to be issued in an aggregate principal amount of $2,000,000,000 and the
US 2033 Notes are to be issued in an aggregate principal amount of $2,000,000,000.
)
The Notes are not entitled to the benefit of any sinking fund. At maturity, the Notes will be
redeemed at 100% of their principal amount.
)
Dealings in the Notes are expected to commence on or about February 27, 2003.
)
The Notes will be direct, general and unconditional obligations of the Republic of Italy and will rank
pari passu amongst themselves and with all others unsecured and unsubordinated obligations of Italy.
)
The fiscal agent is not a trustee for the holders of the Notes and does not have the same
responsibilities or duties to act for such holders as would a trustee.
Interest
The Notes will bear interest from and including February 27, 2003. Interest on the Notes shall be
payable semi-annually in arrears in two equal payments on June 15 and December 15 of each year (each an
``Interest Payment Date'') commencing June 15, 2003 (short first coupon), unless any Interest Payment Date
would otherwise fall on a day which is not a Banking Day, in which case the Interest Payment Date shall be
the immediately succeeding Banking Day. Interest will be paid to the persons in whose names the Notes are
registered at the close of business on the preceding June 1 and December 1, as the case may be (the ``Record
Date''). Interest will be calculated on the basis of a 360-day year of twelve 30-day months. ``Banking Day''
means any day that is a day on which banking institutions in The City of New York are not generally
authorized or obligated by law, regulation or executive order to close.
Form, Denomination and Registration
The statements set forth in this Prospectus Supplement in this section under this subsection and
``Definitive Notes'' and in the section entitled ``Global Clearance and Settlement'' include summaries of
certain rules and operating procedures of DTC, Euroclear and Clearstream that affect transfers of interests in
the global notes.
The Notes will be issued in the form of one or more global notes, in fully registered form, without
coupons, which will be deposited on or about the Closing Date with Citibank, N.A. as custodian for, and
registered in the name of Cede & Co. as nominee of, The Depository Trust Company (``DTC''). Except as
described herein, certificates will not be issued in exchange for beneficial interests in the global notes.
Except as set forth below, the global note may be transferred, in whole and not in part, only to DTC,
another nominee of DTC or a successor of DTC or its nominee.
S-6


Beneficial interests in the global notes will be represented, and transfers of such beneficial interests will
be effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or
indirect participants in DTC (including Euroclear and Clearstream). Those beneficial interests will be in
denominations of $1,000 and integral multiples in excess thereof. Investors may hold Notes directly through
DTC, Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations
that are participants in such systems. Euroclear and Clearstream hold securities on behalf of their participants
through customers' securities accounts in their respective names on the books of their respective depositaries,
which in turn hold securities in customers' securities accounts in the depositories' names on the books of
DTC.
Except as provided below, under ``Definitive Notes'', owners of beneficial interests in the Global Notes
will not be entitled to have Notes registered in their names, and will not receive or be entitled to receive
physical delivery of Notes in definitive form. Except as provided below, beneficial owners will not be
considered the owners or holders of the Notes under the fiscal agency agreement, including for purposes of
receiving any reports delivered by Italy or the fiscal agent pursuant to the fiscal agency agreement.
Accordingly, each beneficial owner must rely on the procedures of the clearing systems and, if such person is
not a participant of the clearing systems, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the fiscal agency agreement. Italy understands that,
under existing industry practices, if Italy requests any action of holders or a beneficial owner desires to give
or take any action which a holder is entitled to give or take under the fiscal agency agreement, the clearing
systems would authorise their participants holding the relevant beneficial interests to give or take action and
the participants would authorise beneficial owners owning through the participants to give or take such action
or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other
communications by the clearing systems to their participants, by the participants to indirect participants and
by the participants and indirect participants to beneficial owners will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect from time to time. The laws of
some jurisdictions require that certain purchasers of securities take physical delivery of such securities in
certificated form. These limits and laws may impair the ability to transfer beneficial interests in global notes.
Persons who are not DTC participants may beneficially own Notes held by DTC only through direct or
indirect participants in DTC (including Euroclear and Clearstream). So long as Cede & Co., as the nominee
of DTC, is the registered owner of the global note, Cede & Co. for all purposes will be considered the sole
holder of the Notes under the fiscal agency agreement and the Notes.
Payments
Payments of principal of and interest on the global notes will be made to Cede & Co., the nominee for
DTC, as the registered owner. The principal and interest on the Notes will be payable in United States dollars
or in such other coin or currency of the United States of America as at the time of payment is legal tender
for payment therein of public and private debts.
Upon receipt of any payment of principal or of interest on the global notes, DTC will credit DTC
participants' accounts with payment in amounts proportionate to their respective beneficial interests in the
principal amount of the DTC Global Notes as shown on the records of DTC. Payments by DTC participants
to owners of beneficial interests in the global notes held through such participants will be the responsibility of
such participants, as is now the case with securities held for the accounts of customers registered in ``street
name''. Distributions with respect to the Notes held through Euroclear or Clearstream will be credited to the
cash accounts of Euroclear participants or Clearstream participants in accordance with the relevant system's
rules and procedures to the extent received by its depositary. Neither Italy nor the fiscal agent will have any
responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial
ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Any moneys held by the fiscal agent in respect of the Notes and remaining unclaimed for two years after
such amount shall have become due and payable shall be returned to Italy, and the holder of such Note shall
S-7


thereafter look only to Italy for any payment to which such holder may be entitled. Notes will become void
unless surrendered for payment within a period of five years from the date on which the payment in respect
thereof first becomes due or, if the full amount of the money has not been received by the fiscal agent on or
prior to such due date, the date on which the full amount of such money having been so received, notice to
that effect shall have been given to the holders.
Definitive Notes
Individual certificates in respect of Notes will not be issued in exchange for the global note, except in
very limited circumstances. If DTC notifies Italy that it is unwilling or unable to continue as depositary for
the Global Note or ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934
(the ``Exchange Act'') at a time when it is required to be and, in each case, a successor depositary is not
appointed by Italy within 90 days after receiving such notice from DTC or on becoming aware that DTC is
no longer so registered, or if an event of default with respect to the Notes shall have occurred and be
continuing as described under ``Description of Debt Securities -- Default; Acceleration of Maturity'' in the
Prospectus, Italy will issue or cause to be issued Notes in definitive form in exchange for such Global Note
without charge. Italy may also at any time and in its sole discretion determine not to have any of the Notes
represented by the Global Note and, in such event, will issue or cause to be issued Notes in definitive form in
exchange for the Global Note. Notes issued in definitive form will be issued only in fully registered form,
without coupons, in denominations of $1,000 and integral multiples in excess thereof. Any Notes so issued
will be registered in such names, and in such denominations, as DTC shall request. Such Notes may be
presented for registration of transfer or exchange at the office of the fiscal agent in London or, as long as the
Notes are listed on the Luxembourg Stock Exchange, at the office of the paying agent in Luxembourg, and
principal thereof and interest thereon will be payable (against presentation and surrender of the Notes for
payments of principal) at the office of the fiscal agent in London or the paying agent in Luxembourg,
provided that interest thereon may be paid by check mailed to the registered holders of definitive Notes.
Upon the issuance of definitive Notes, holders will be able to transfer definitive Notes at the specified
office of the paying agent including the paying agent in Luxembourg upon the surrender of such definitive
Notes, together with the form of transfer endorsed thereon duly completed and executed and otherwise in
accordance with the provisions of the fiscal agency agreement. In the case of a transfer of part only of a
definitive Note, a new definitive Note shall be issued to the transferee in respect of the part transferred and a
further new definitive Note in respect of the balance of the holding not transferred shall be issued to the
transferor. Each new definitive Note to be so issued shall be available for delivery within three business days
of receipt by the Registrar or any paying agent at its specified office of the relevant definitive Note and the
form of transfer.
Further Issues
Italy may from time to time, without notice to or the consent of the registered holders of the Notes,
create and issue further Notes having the same terms as either the US 2013 Notes or the US 2033 Notes in
all respects (except for the issue price, issue date and the first payment of interest following the issue date of
such further Notes) and so that such further Notes shall be consolidated and form a single series with the
US 2013 Notes or the US 2033 Notes, as the case may be, and shall have the same terms as to status,
redemption or otherwise as such Notes.
Modification and Amendment
The fiscal agency agreement and the terms and conditions of the Notes may be modified or amended by
Italy and the fiscal agent, without the consent of the holders of the Notes, for the purpose of adding to the
covenants of Italy for the benefit of the holders of the Notes, surrendering any right or power conferred upon
Italy, securing the Notes pursuant to the requirements of the Notes or otherwise curing any ambiguity or
curing, correcting or supplementing any defective provisions therein, or in any manner that Italy and the fiscal
agent may determine and that shall not adversely affect the interests of the holders of the Notes. See
``Description of Debt Securities -- Amendments'' in the Prospectus.
S-8


Notices
All notices will be published in English in London in the Financial Times, in New York in The Wall
Street Journal (Eastern Edition) and, so long as any of the Notes are listed on the Luxembourg Stock
Exchange and the rules of such Exchange shall so require, in a daily newspaper of general circulation in
Luxembourg which is expected to be the Luxemburger Wort. If at any time publication in any such newspaper
is not practicable, notices will be valid if published in an English language newspaper determined by Italy
with general circulation in the respective market regions. Any such notice shall be deemed to have been given
on the date of such publication or, if published more than once on different dates, on the first date on which
publication is made.
Governing Law
The Notes shall be governed by, and interpreted in accordance with, the laws of the State of New York.
S-9


GLOBAL CLEARANCE AND SETTLEMENT
The information set out below in connection with DTC, Euroclear or Clearstream (together, the
``Clearing Systems'') is subject to any change in or reinterpretation of the rules, regulations and procedures of
the clearing systems currently in effect. The information in this section concerning the Clearing Systems has
been obtained from sources that Italy believes to be reliable, but neither Italy nor any Underwriter takes any
responsibility for the accuracy of the information. Investors wishing to use the facilities of any of the
Clearing Systems are advised to confirm the applicability of the rules, regulations and procedures of the
relevant clearing system. None of Italy, the fiscal agent and any other party to the fiscal agency agreement or
any Underwriter will have any responsibility or liability for any aspect of the records relating to, or payments
made on account of interests in the Notes held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
DTC, Euroclear and Clearstream have advised Italy as follows:
The Clearing Systems
DTC:
DTC is a limited-purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a ``clearing corporation'' within the meaning of the Uniform
Commercial Code and a ``clearing agency'' registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its participants and to facilitate the clearance and
settlement of securities transactions between participants through electronic book-entry changes in accounts of
its participants, thereby eliminating the need for physical movement of certificates. DTC participants include
securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other
organizations such as the Underwriters. Indirect access to the DTC system also is available to indirect DTC
participants such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC participant, either directly or indirectly.
Transfers of ownership or other interests in Notes in DTC may be made only through DTC participants.
DTC has no knowledge of the actual beneficial owners of the Notes. DTC's records reflect only the identity
of the DTC participants to whose accounts the Notes are credited, which may not be the beneficial owners.
DTC participants will remain responsible for keeping account of their holdings on behalf of their customers
and for forwarding all notices concerning the Notes to their customers.
So long as DTC, or its nominee, is a registered owner of the Global Note, United States dollar payments
of principal and interest payments on the Notes will be made in immediately available funds to DTC. DTC's
practice is to credit DTC participants' accounts on the applicable payment date in accordance with their
respective holdings shown on the depository's records, unless DTC has reason to believe that it will not
receive payment on that date. Payments by DTC participants to beneficial owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of customers
in bearer form or registered in ``street name'', and will be the responsibility of the DTC participants and not
of DTC, the fiscal agent or Italy, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the responsibility of Italy or the fiscal agent.
Disbursement of payments to DTC participants will be DTC's responsibility, and disbursement of payments
to the beneficial owners will be the responsibility of DTC participants and indirect DTC participants.
Because DTC can act only on behalf of DTC participants, who in turn act on behalf of indirect DTC
participants and certain banks, the ability of an owner of a beneficial interest in the Global Note to pledge
such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in
respect of such interest, may be limited by the lack of a definitive certificate for such interest. In addition,
beneficial owners of Notes through the DTC system will receive distributions of principal and interest on the
Notes only through DTC participants.
According to DTC, the foregoing information with respect to DTC has been provided to the industry for
informational purposes only and is not intended to serve as a representation, warranty or contract modification
of any kind.
S-10


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