Obligation Intesa Sanpaolo 4% ( XS0176856432 ) en EUR

Intesa Sanpaolo

100 % ⇌

Italie

XS0176856432 ( en EUR )

4% par an ( paiement annuel )

30/09/2024 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo XS0176856432 en EUR 4%, échue

1 000 000 EUR

50 000 000 EUR

Intesa Sanpaolo est une banque italienne multinationale, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par Intesa Sanpaolo ( Italie ) , en EUR, avec le code ISIN XS0176856432, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/09/2024

OFFERING CIRCULAR
SANPAOLO IMI S.p.A.
(incorporated with limited liability in the Republic of Italy)
as an Issuer and as a Guarantor
and
SANPAOLO IMI BANK (INTERNATIONAL) S.A.
(registered and domiciled with limited liability in the Madeira International Business Centre, Portugal)
as an Issuer
Euro 17,500,000,000
Euro Medium Term Note Programme
On 27th April, 1999, SANPAOLO IMI S.p.A. ("Sanpaolo IMI") (then called Istituto Bancario San Paolo di Torino Istituto Mobiliare Italiano S.p.A.)
and SANPAOLO IMI BANK (INTERNATIONAL) S.A. ("Sanpaolo IMI Bank") (then called IMI Bank (International) S.A.) entered into a Euro 5,000,000,000
Euro Medium Term Note Programme (the "Programme") and issued an offering circular on that date describing the Programme. This Offering Circular supersedes
all previous offering circulars and supplemental offering circulars. Any Notes (as defined below) issued on or after the date of this Offering Circular are issued
subject to the provisions described herein. This does not affect any Notes already in issue.
Under the Programme each of Sanpaolo IMI, Sanpaolo IMI Bank and any of Sanpaolo IMI's other subsidiaries appointed as an issuer under the
Programme (each a "New Issuer" and, together with Sanpaolo IMI and Sanpaolo IMI Bank, the "Issuers" and each an "Issuer") may from time to time issue notes
(or any other equivalent debt securities) (the "Notes") denominated in any currency agreed between the relevant Issuer (as defined below) and the relevant Dealer
(as defined below).
The payments of all amounts owing in respect of Notes issued by Sanpaolo IMI Bank or any New Issuer will be unconditionally and irrevocably
guaranteed by Sanpaolo IMI (in such capacity, the "Guarantor").
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional Dealer
appointed under the Programme from time to time (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing
basis. References in this Offering Circular 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 such Notes. References in this Offering Circular to the "relevant Issuer" shall be to the Issuer of the relevant Notes.
Application has been made for Notes issued under the Programme during the 12 months from the date of this Offering Circular to be listed on the
Luxembourg Stock Exchange. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed Euro
17,500,000,000 (or its equivalent in other currencies, subject to increase as provided herein).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions
not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a pricing supplement
(the "Pricing Supplement") which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on
or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the relevant Issuer, the Guarantor
(where the relevant Issuer is other than Sanpaolo IMI) and the relevant Dealer. Each Issuer may also issue unlisted Notes.
Unless otherwise specified in the applicable Pricing Supplement, unsubordinated Notes to be issued under the Programme will be rated Aa3 by Moody's
Investors Service Limited ("Moody's"), A+ by Standard & Poor's Ratings Services, a division of the McGraw Hill Companies Inc. ("Standard & Poor's") and AA-
by Fitch Ratings ("Fitch"), Lower Tier II Subordinated Notes (as defined under "Terms and Conditions of the Notes") to be issued under the Programme will be
rated A1 by Moody's, A by Standard & Poor's and A+ by Fitch. Upper Tier II Subordinated Notes (as so defined) to be issued under the Programme will be rated
A1 by Moody's, A- by Standard & Poor's and A+ by Fitch, and Tier III Subordinated Notes (as so defined) to be issued under the Programme will be rated A2 by
Moody's, on an issue by issue basis by Standard & Poor's and A by Fitch. 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 applicable to the Programme. A security 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.
The relevant Issuer, the Guarantor (where the relevant Issuer is other than Sanpaolo IMI) and The Law Debenture Trust Corporation p.l.c. (the "Trustee")
may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of
Notes intended to be listed on the Luxembourg Stock Exchange) a supplemental offering circular, if appropriate, will be made available which will describe the
effect of the agreement reached in relation to such Notes. Upon the appointment of any New Issuer, a supplemental offering circular (or a new offering circular to
replace this Offering Circular) will be prepared, describing such New Issuer.
Arranger
Merrill Lynch International
Dealers
ABN AMRO
Banca IMI
Barclays Capital
CDC IXIS Capital Markets
Credit Suisse First Boston
Deutsche Bank
Dresdner Kleinwort Wasserstein
Goldman Sachs International
HSBC
JPMorgan
Lehman Brothers
Merrill Lynch International
Morgan Stanley
SANPAOLO IMI S.p.A.
The Royal Bank of Scotland
UBS Investment Bank
The date of this Offering Circular is 19th May, 2004.

Each of Sanpaolo IMI and Sanpaolo IMI Bank, having made all reasonable enquiries, confirms that
this Offering Circular contains or incorporates all information which is material in the context of the issuance
and offering of Notes, that the information contained or incorporated in this Offering Circular is true and
accurate in all material respects and is not misleading, that the opinions and intentions expressed in this
Offering Circular are honestly held and that there are no other facts the omission of which would make this
Offering Circular or any of such information or the expression of any such opinions or intentions misleading.
Each of Sanpaolo IMI and Sanpaolo IMI Bank accepts responsibility accordingly.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering Circular shall
be read and construed on the basis that such documents are incorporated and form part of this Offering
Circular.
Neither the Dealers nor the Trustee have independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility
or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information
contained or incorporated in this Offering Circular or any other information provided by any Issuer or the
Guarantor, where the relevant Issuer is other than Sanpaolo IMI, in connection with the Programme. None
of the Dealers or the Trustee accepts any liability in relation to the information contained or incorporated by
reference in this Offering Circular or any other information provided by any Issuer or the Guarantor, where
the relevant Issuer is other than Sanpaolo IMI, in connection with the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Offering Circular or any other information supplied in connection
with the Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by any Issuer, the Guarantor (where the relevant Issuer is other than
Sanpaolo IMI), any of the Dealers or the Trustee.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered
as a recommendation by any Issuer, the Guarantor (where the relevant Issuer is other than Sanpaolo IMI),
any of the Dealers or the Trustee that any recipient of this Offering Circular or any other information
supplied in connection with the Programme or any Notes should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and, where the
relevant Issuer is other than Sanpaolo IMI, the Guarantor. Neither this Offering Circular nor any other
information supplied in connection with the Programme or the issue of any Notes constitutes an offer or
invitation by or on behalf of Sanpaolo IMI, Sanpaolo IMI Bank, any New Issuer, any of the Dealers or the
Trustee to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning Sanpaolo IMI or Sanpaolo IMI
Bank is correct at any time subsequent to the date hereof or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document containing
the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs
of Sanpaolo IMI, Sanpaolo IMI Bank or any New Issuer during the life of the Programme or to advise any
investor in the Notes of any information coming to their attention. Investors should review, inter alia, the
most recently published audited annual financial statements and, if published later, the most recently
published interim financial statements (if any) of the relevant Issuer and, where the Issuer is other than
Sanpaolo IMI, the Guarantor when deciding whether or not to purchase any Notes.
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 (see "Subscription
and Sale").
2

This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law
in certain jurisdictions. Sanpaolo IMI, Sanpaolo IMI Bank, the Trustee and the Dealers do not represent that
this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by Sanpaolo IMI, Sanpaolo IMI Bank, the Trustee or the Dealers which
would permit a public offering of any Notes or distribution of this document in any jurisdiction where action
for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
this Offering Circular 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 Offering Circular or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and
sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or
sale of Notes in the United States, the United Kingdom, Japan, the Republic of Italy ("Italy"), Portugal, The
Netherlands and Germany (see "Subscription and Sale").
All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States Dollars, to
"Euro" and "B" refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended, to "Swiss francs"
refer to the currency of Switzerland and to "Sterling" and "£" refer to the lawful currency of the United
Kingdom.
TABLE OF CONTENTS
Page
Documents Incorporated by Reference .. ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
4
General Description of the Programme ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
5
Summary of the Programme ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
6
Form of the Notes
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
12
Terms and Conditions of the Notes ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
21
Use of Proceeds ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
48
Description of Sanpaolo IMI..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
49
Management and Employees
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
53
Financial Results for Year End 2003..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
54
Discussion of Results for the First Quarter of 2004 ..
..
..
..
..
..
..
..
..
..
..
..
..
55
Capitalisation of Sanpaolo IMI ..
..
.. ..
..
..
..
.. ..
..
..
..
..
..
..
..
..
..
58
Financial Information relating to Sanpaolo IMI ..
..
..
..
..
..
..
..
..
..
..
..
..
..
59
Description of Sanpaolo IMI Bank ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
65
Capitalisation of Sanpaolo IMI Bank
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
66
Financial Information relating to Sanpaolo IMI Bank ..
..
..
..
..
..
..
..
..
..
..
..
67
Taxation ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
69
Subscription and Sale
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
76
General Information ..
..
..
..
..
..
..
..
..
..
.. ..
..
..
..
..
..
..
..
..
..
79
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any)
disclosed as the stabilising manager in the applicable Pricing Supplement or any person acting for him
may over-allot or effect transactions with a view to supporting the market price of the Notes of the
Series (as defined under "Terms and Conditions of the Notes") of which such Tranche forms part at a
level higher than that which might otherwise prevail for a limited period. However, there may be no
obligation on the stabilising manager or any agent of his to do this. Such stabilising, if commenced,
may be discontinued at any time and must be brought to an end after a limited period.
3

DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be deemed
to be incorporated in, and to form part of, this Offering Circular:
(a)
the most recently published audited consolidated and non-consolidated annual financial
statements and, if published later, the most recently published interim unaudited consolidated
and non-consolidated financial statements (if any) of Sanpaolo IMI and the most recently
published audited annual financial statements and, if published later, the most recently
published interim unaudited financial statements (if any) of Sanpaolo IMI Bank (see "General
Information" for a description of the financial statements currently published by each of
Sanpaolo IMI and Sanpaolo IMI Bank);
(b)
the most recent annual report on Form 20-F for the time being of Sanpaolo IMI filed with the
U.S. Securities and Exchange Commission;
(c)
each supplemental offering circular and all amendments to this Offering Circular circulated by
the Issuers and/or the Guarantor from time to time; and
(d)
in respect of any Tranche, the relevant Pricing Supplement,
save that any statement contained herein or in a document which is deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent
that a statement contained in any such subsequent document which is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Offering Circular.
Each Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this
Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents
deemed to be incorporated herein by reference unless such documents have been modified or superseded as
specified above. Requests for such documents should be directed either to the relevant Issuer or the
Guarantor (where the relevant Issuer is other than Sanpaolo IMI) at the offices of Sanpaolo IMI at Viale
dell'Arte 25, Rome. In addition, such documents will be available, free of charge, from the principal office
in Luxembourg of IMI Bank (Lux) S.A. (the "Luxembourg Listing Agent") for Notes listed on the
Luxembourg Stock Exchange.
The Issuers and the Guarantor will, in connection with the listing of the Notes on the Luxembourg
Stock Exchange, so long as any Note remains outstanding and listed on such exchange, in the event of any
material adverse change in the financial condition of any Issuer or the Guarantor which is not reflected in
this Offering Circular or in the event of an increase in the size of the Programme, prepare a supplement to
this Offering Circular or publish a new offering circular for use in connection with any subsequent issue of
Notes to be listed on the Luxembourg Stock Exchange.
If the terms of the Programme are modified or amended in a manner which would make this Offering
Circular, as supplemented, inaccurate or misleading, a new offering circular will be prepared.
4

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, each 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
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 supplemented by the applicable
Pricing Supplement attached to, or endorsed on, such Notes, as more fully described under "Form of the
Notes".
This Offering Circular and any supplement will only be valid for listing Notes on the Luxembourg
Stock Exchange 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 Euro
17,500,000,000 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 specified in the
applicable Pricing Supplement) shall be determined, at the discretion of the relevant Issuer,
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 Specified Currency 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 Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each
as specified in the applicable Pricing Supplement) 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 Zero Coupon Notes (as specified in the applicable Pricing Supplement)
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

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in "Form of
the Notes", "Terms and Conditions of the Notes" and "Subscription and Sale" shall have the same meanings
in this summary.
Issuers:
Sanpaolo IMI, Sanpaolo IMI Bank and any New Issuer.
New Issuer:
Any subsidiary of Sanpaolo IMI appointed as an Issuer of Notes under the
Programme pursuant to a letter of accession in the form provided in the
Programme Agreement and a supplemental trust deed/deed of accession.
Guarantor (in respect of
Sanpaolo IMI.
Notes issued by an Issuer
other than Sanpaolo IMI):
Description:
Euro Medium Term Note Programme.
Arranger:
Merrill Lynch International.
Dealers:
ABN AMRO Bank N.V.
Banca IMI S.p.A.
Barclays Bank PLC
CDC IXIS Capital Markets
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
Dresdner Bank Aktiengesellschaft
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Limited
SANPAOLO IMI S.p.A.
The Royal Bank of Scotland plc
UBS Limited
and any other Dealers appointed in accordance with the Programme
Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale") including
the following restrictions applicable at the date of this Offering Circular.
Notes with a maturity of less than one year
Notes issued by an Issuer other than Sanpaolo IMI having a maturity of
less than one year will, if the proceeds of the issue are accepted in the
United Kingdom, constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial Services and
Markets Act 2000 (the "FSMA") unless they are issued to a limited class
of professional investors and have a denomination of at least £100,000 or
its equivalent (see "Subscription and Sale").
Trustee:
The Law Debenture Trust Corporation p.1.c.
6

Issuing and Principal Paying
Deutsche Bank AG.
Agent:
Programme Size:
Up to Euro 17,500,000,000 (or its equivalent in other currencies calculated
as described under "General Description of the Programme") outstanding
at any time. Sanpaolo IMI, Sanpaolo IMI Bank and (where applicable) any
New 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.
Currencies:
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the relevant Issuer and the relevant Dealer, including,
without limitation, Australian dollars, Canadian dollars, Danish kroner,
Euro, Hong Kong dollars, Japanese yen, New Zealand dollars, Norwegian
krone, South African rand, Sterling, Swedish kronor, Swiss francs and U.S.
dollars (as specified in the applicable Pricing Supplement).
Redenomination:
If so specified in the applicable Pricing Supplement, the relevant Issuer
may redenominate Notes issued in the currency of a country that
subsequently participates in the third stage of European economic and
monetary union, or otherwise participates in European economic and
monetary union in a manner with similar effect to such third stage, into
Euro. The provisions relating to any such redenomination will be
contained in the applicable Pricing Supplement.
Maturities:
Such maturities as may be agreed between the relevant Issuer and the
relevant Dealer, subject to such minimum or maximum maturities 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
Issuer or the relevant Specified Currency.
Unless otherwise permitted by current laws, regulations, directives and/or
the Bank of Italy's requirements applicable to the issue of Subordinated
Notes by Sanpaolo IMI, (i) Lower Tier II Subordinated Notes must have a
minimum maturity of five years, (ii) Upper Tier II Subordinated Notes
must have a minimum maturity of ten years and (iii) Tier III Subordinated
Notes must have a minimum maturity of two years.
Issue Price:
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.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes".
Fixed Rate Notes:
Interest on Fixed Rate Notes will be payable at such rate(s) and on such
date or dates as may be agreed between the relevant Issuer and the relevant
Dealer and on redemption. Interest on Fixed Rate Notes involving broken
interest amounts will be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the relevant
Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i)
on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc., and as
7

amended and updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series); or
(ii)
on the basis of a reference rate appearing on the agreed screen page
of a commercial quotation service; or
(iii) on such other basis as may be agreed between the relevant Issuer
and the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed between
the relevant Issuer and the relevant Dealer for each Series of Floating Rate
Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Amount
Notes or of interest in respect of Index Linked Interest Notes will be
calculated by reference to such index and/or formula or to changes in the
prices of securities or commodities or to such other factors as the relevant
Issuer and the relevant Dealer may agree.
Other provisions in relation
Floating Rate Notes and Index Linked Interest Notes may also have a
to Floating Rate Notes and
maximum interest rate, a minimum interest rate or both.
Index Linked Interest Notes:
Interest on Floating Rate Notes and Index Linked Interest Notes in respect
of each Interest Period, as agreed prior to issue by the relevant Issuer and
the relevant Dealer, will be payable on such Interest Payment Dates, and
will be calculated on the basis of such Day Count Fraction as may be
agreed between the relevant Issuer and the relevant Dealer.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made in
such currencies, and based on such rates of exchange, as the relevant Issuer
and the relevant Dealer may agree.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest.
Redemption:
The applicable Pricing Supplement will specify 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 relevant Issuer and/or the Noteholders upon giving notice to the
Noteholders or the relevant Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on such
other terms as may be agreed between the relevant Issuer and the relevant
Dealer.
The applicable Pricing Supplement may provide that Notes may be
redeemable in two or more instalments of such amounts and on such dates
as are specified in the applicable Pricing Supplement.
The redemption of Upper Tier II Subordinated Notes shall always be
subject to the prior approval of the Bank of Italy, such approval being
dependent on Sanpaolo IMI maintaining its minimum capital requirements
(patrimonio di vigilanza) as prescribed in Title IV, Chapter 1, Section II of
the Bank of Italy's Regulations immediately following redemption of the
Upper Tier II Subordinated Notes. If such approval is not given on or prior
to the relevant Maturity Date, Sanpaolo IMI will re-apply to the Bank of
Italy for its consent to such redemption forthwith upon its having again, by
whatever means, such required minimum capital. Sanpaolo IMI will use its
best endeavours to maintain such required minimum capital and to obtain
8

such approval. Amounts that would otherwise be payable on the Maturity
Date will continue to bear interest as provided in the Trust Deed.
Notes issued by an Issuer other than Sanpaolo IMI having a maturity of
less than one year may be subject to restrictions on their denomination and
distribution, (see "Certain Restrictions Notes with a maturity of less than
one year" above).
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between the
relevant Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such 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. In
particular, see "Certain Restrictions Notes with a maturity of less than
one year" above.
Taxation:
All payments in respect of the Notes will be made without deduction for
or on account of withholding taxes imposed by any Tax Jurisdiction,
subject as provided in Condition 8. In the event that any such deduction is
required to be made, the relevant Issuer or, as the case may be, the
Guarantor (where the relevant Issuer is other than Sanpaolo IMI) will, save
in certain limited circumstances provided in Condition 8, be required to
pay additional amounts to cover the amounts so deducted.
Negative Pledge:
The terms of the Senior Notes will contain a negative pledge provision as
further described in Condition 4.
Cross Default:
The terms of the Senior Notes will contain a cross default provision as
further described in Condition 10.
Status of the Senior Notes:
The Senior Notes will constitute direct, unconditional, unsubordinated
and, subject to the provisions of Condition 4, unsecured obligations of the
relevant 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
relevant Issuer, from time to time outstanding.
Status of the Subordinated
The Lower Tier II Subordinated Notes, the Upper Tier II Subordinated
Notes:
Notes and the Tier III Subordinated Notes will constitute direct, unsecured
and subordinated obligations of Sanpaolo IMI and will rank pari passu and
without any preference among themselves.
In the event of the winding up, dissolution, liquidation or bankruptcy
(including, inter alia, Liquidazione Coatta Amministrativa, as described in
Articles 80 to 94 of the Italian Banking Act) of Sanpaolo IMI, the payment
obligations of Sanpaolo IMI under each series of Lower Tier II
Subordinated Notes, Upper Tier II Subordinated Notes or Tier III
Subordinated Notes and the relative Receipts and Coupons will rank in
right of payment after unsubordinated unsecured creditors (including
depositors) of Sanpaolo IMI but at least pari passu with all other
subordinated obligations of Sanpaolo IMI which do not rank or are not
expressed by their terms to rank junior or senior to each series of Lower
Tier II Subordinated Notes, Upper Tier II Subordinated Notes or Tier III
Subordinated Notes, as the case may be, and in priority to the claims of
shareholders of Sanpaolo IMI, as described in Condition 3.
Loss Absorption on Upper
To the extent that Sanpaolo IMI at any time suffers losses which, in
Tier II Subordinated Notes:
accordance with Articles 2446 and 2447 of the Italian Civil Code, would
require Sanpaolo IMI to reduce its capital to below the Minimum Capital,
9

the obligations of Sanpaolo IMI in respect of interest and principal under
Upper Tier II Subordinated Notes will be reduced to the extent necessary
to enable Sanpaolo IMI, in accordance with the requirements of Italian
law, to maintain at least the Minimum Capital. The obligations of Sanpaolo
IMI 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 Sanpaolo IMI is not required to pay interest on Upper Tier II Subordinated
Tier II Subordinated Notes:
Notes on an Interest Payment Date if (i) no annual dividend has been
approved by the shareholders of Sanpaolo IMI or paid in respect of any
class of shares of Sanpaolo IMI during the 12-month period ending on, but
excluding, the second London Business Day immediately preceding such
Interest Payment Date; or (ii) the Board of Directors of Sanpaolo IMI has
announced at the time of publication of any interim accounts of Sanpaolo
IMI published during the six-month period ending on, but excluding, the
second London Business Day immediately preceding such Interest
Payment Date that, based on such accounts, no sums are available at such
time in accordance with Italian law for the payment of interim dividends.
Lock-in on Tier III
Sanpaolo IMI is entitled to suspend payments in respect of principal and
Subordinated Notes:
interest due under Tier III Subordinated Notes without such suspension
constituting an Event of Default if any of such payments would reduce the
total value of Sanpaolo IMI's regulatory capital ("Fondi Patrimoniali")
below the regulatory capital requirements, either on a consolidated or on a
solo basis, as required by the then applicable Bank of Italy's Regulations.
The obligations of Sanpaolo IMI in respect of interest and principal due
under Tier III Subordinated Notes which are so suspended will be subject
to reinstatement in certain circumstances.
Guarantee:
Notes issued by Sanpaolo IMI Bank or any New Issuer will be
unconditionally and irrevocably guaranteed by the Guarantor. The
obligations of the Guarantor under such guarantee will be direct,
unconditional and (subject to the provisions of Condition 4) unsecured
obligations of the Guarantor and (save for certain obligations required to
be preferred by law) will rank pari passu and equally with all other
unsecured obligations (other than subordinated obligations, if any) of the
Guarantor, from time to time outstanding.
Rating:
Unless otherwise specified in the applicable Pricing Supplement,
unsubordinated Notes to be issued under the Programme will be rated Aa3
by Moody's Investors Service Limited ("Moody's"), A+ by Standard &
Poor's Ratings Services, a division of the McGraw Hill Companies Inc.
("Standard & Poor's") and AA- by Fitch Ratings ("Fitch"), Lower Tier II
Subordinated Notes (as defined under "Terms and Conditions of the
Notes") to be issued under the Programme will be rated A1 by Moody's, A
by Standard & Poor's and A+ by Fitch. Upper Tier II Subordinated Notes
(as so defined) to be issued under the Programme will be rated A1 by
Moody's, A- by Standard & Poor's and A+ by Fitch, and Tier III
Subordinated Notes (as so defined) to be issued under the Programme will
be rated A2 by Moody's, on an issue by issue basis by Standard & Poor's
and A by Fitch. Where an issue of Notes is rated, its rating will not
necessarily be the same as the rating applicable to the Programme. A
security 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.
10