18-K/A

FORM 18-K/A

Amendment No. 3

For Foreign Governments and Political Subdivisions Thereof

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ANNUAL REPORT
of

THE REPUBLIC OF ITALY

(Name of Registrant)

Date of end of last fiscal year: December 31, 2007

SECURITIES REGISTERED*

(As of close of the fiscal year)

	Amounts as to which registration	Names of exchanges on which
Title of Issues	is effective	registered
N/A*	N/A	N/A

Name and address of Authorized Agent of the Registrant in the United States to receive notices and communications
from the Securities and Exchange Commission:

THE HONORABLE GIOVANNI CASTELLANETA
Italian Ambassador to the United States
3000 Whitehaven Street, N.W.
Washington, D.C. 20008

It is requested that copies of notices and communications from the Securities and Exchange Commission be sent to:

RICHARD A. ELY, ESQ
and
LORENZO CORTE, ESQ
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street,
Canary Wharf
London E14 5DS
England

* The Republic of Italy files Annual Reports on Form 18-K voluntarily in order for The Republic of Italy to incorporate such Annual Reports into its shelf registration statements.

     This amendment to the annual report of the Republic of Italy (the “Republic”) on Form 18-K for the year end December 31, 2007 comprises:

(a)	Pages numbered 1 to 4 consecutively.
(b)	The following exhibits:

Exhibit 1	—	Pricing Agreement, dated as of September 28, 2009, between the Republic of Italy and the Underwriters named therein, relating to the Republic’s US$2,500,000,000 2.125% Notes due October 5, 2012;
Exhibit 2	—	Form of 2.125% Note due October 5, 2012;
Exhibit 3	—	Names and addresses of the Underwriters of the Republic of Italy’s 2.125% Notes due October 5, 2012;
Exhibit 4	—	Itemized list of estimated expenses incurred or borne by or for the account of the Republic of Italy in connection with the sale of the 2.125% Notes due October 5, 2012; and
Exhibit 5	—	Opinion, dated October 5, 2009, of Dottoressa Elena Comparato, Head of Unit VII of the Legal Affairs Directorate of the Treasury Department - Ministry of Economy and Finance of the Republic of Italy relating to the Republic of Italy’s US$2,500,000,000 2.125% Notes due October 5, 2012.

     This amendment to the annual report is filed subject to the Instructions for Form 18-K for Foreign Governments and Political Subdivisions thereof.

TABLE OF CONTENTS

EX-99.1

EX-99.2

EX-99.3

EX-99.4

EX-99.5

SIGNATURE

     Pursuant to the requirements of the United States Securities Exchange Act of 1934, the registrant Republic of Italy has duly caused this Amendment No. 3 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Rome, Italy on the 16^th day of October 2009.

REPUBLIC OF ITALY
By:	/s/ Maria Cannata
	Name:	D.ssa Maria Cannata
	Title:	Director General — Treasury Department — Direction II Ministry of Economy and Finance

EXHIBIT INDEX

Exhibit		Description	Page No.
	1	Pricing Agreement, dated as of September 28, 2009, between the Republic of Italy and the Underwriters named therein, relating to the Republic’s US$2,500,000,000 2.125% Notes due October 5, 2012
	2	Form of 2.125% Note due October 5, 2012
	3	Names and addresses of the Underwriters of the Republic of Italy’s 2.125% Note due October 5, 2012
	4	Itemized list of estimated expenses incurred or borne by or for the account of the Republic of Italy in connection with the sale of the 2.125% Note due October 5, 2012
	5	Opinion, dated October 5, 2009, of Dottoressa Elena Comparato, Head of Unit VII of the Legal Affairs Directorate of the Treasury Department - Ministry of Economy and Finance of the Republic of Italy relating to the Republic of Italy’s US$2,500,000,000 2.125% Note due October 5, 2012

EX-99.1

Exhibit 1

Pricing Agreement, dated as of September 28, 2009, between the Republic of Italy and the
Underwriters named therein, relating to the Republic’s US$2,500,000,000 2.125% Notes due
October 5, 2012

PRICING AGREEMENT

Dated as of
September 28, 2009

Merrill Lynch International
Morgan Stanley & Co. International plc
UBS Limited
     (as Representatives of the several Underwriters
     named in Schedule I hereto)
c/o UBS Limited
1 Finsbury Avenue
London EC2M 2PP
England

Dear Sirs:

US$2,500,000,000 2.125% Global Notes due October 5, 2012

The Republic of Italy (“Italy”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 16, 1993 (the “Underwriting Agreement”), between Italy on the one hand and the parties thereto on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Subject to the amendments to the Underwriting Agreement set forth below, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of September 25, 2009 in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities that are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to Merrill Lynch International, Morgan Stanley & Co. International plc and UBS Limited.

The offering of the Designated Securities will be jointly lead-managed by Merrill Lynch International, Morgan Stanley & Co. International plc and UBS Limited. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the addresses of the Representatives are set forth on Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, Italy agrees to issue and sell to each of the Underwriters, and the Underwriters agree, jointly and severally, to purchase from Italy, at the time and place and at the purchase price to the Underwriter set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriters in Schedule I hereto. The Underwriters agree to comply with the selling restrictions contained in Schedule II hereto.

     By signing this Pricing Agreement it is agreed that the Underwriting Agreement be and is hereby amended by: (i) substituting all references in the Underwriting Agreement to the obligations of the Underwriters being “several” or “several and not joint” with an obligation on the part of the Underwriters to purchase the Designated Securities on a joint and several basis as provided above; (ii) deleting Section 9 in its entirety; (iii) substituting the reference to “Sullivan & Cromwell” in section 7(b) with a reference to “Skadden, Arps, Slate, Meagher & Flom (UK) LLP”; (iv) inserting the phrase “, any Issuer Free Writing Prospectus” after each reference to “the Prospectus as amended or supplemented” in Section 8(a) and 8(b) of the Underwriting Agreement; and (v) including in the definition of “Fiscal Agent”, Citibank, N.A. and

including in the definition of “Fiscal Agency Agreement,” the Fiscal Agency Agreement, dated as of May 15, 2003, between Italy and Citibank, N.A., as fiscal agent.

     Italy represents and agrees that (i) unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, except for the Term Sheet the form of which is set forth in Schedule III hereto (the “Term Sheet”), it has not made and will not make any offer relating to the Designated Securities that would constitute an “issuer free writing prospectus”, as defined in Rule 433 (an “Issuer Free Writing Prospectus”) under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 under the Act required to be filed with the Commission; (ii) it will treat the Term Sheet as an Issuer Free Writing Prospectus and will comply with the requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping; (iii) the Term Sheet, when taken together with the Prospectus, as of the time of filing with the Commission of Italy’s Form 18-K/A Amendment No. 2 on September 25, 2009 (together, the “Disclosure Package”), and as of the Execution Time, as defined below, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) the Term Sheet does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; and (v) at no time since the filing of the Registration Statement has Italy been, and at no time from the date and time of execution of this Pricing Agreement (the “Execution Time”) through the Time of Delivery will Italy be an “Ineligible Issuer” within the meaning of Rule 405 under the Act. The preceding clause (iii) does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to Italy by any Underwriter through the Representatives specifically for use therein.

     In connection with this issue of Designated Securities, UBS Limited (the “Stabilizing Manager”) (or any duly appointed person acting for the Stabilizing Manager) may over-allot Designated Securities or effect transactions with a view to supporting the market price of the Designated Securities at a level higher than that which might otherwise prevail for a limited period. However, there is no obligation on the Stabilizing Manager (or any agent of the Stabilizing Manager) to do this. Such stabilizing, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilizing shall be conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilizing shall be for the account of the Stabilizing Manager. The Underwriters acknowledge that Italy has not authorized the creation and issue of Designated Securities in excess of $2,500,000,000 in aggregate principal amount. Any stabilization action or over-allotment must be conducted by the Stabilizing Manager (or person(s) acting on behalf of any Stabilizing Manager) in accordance with all applicable laws and rules.

     If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and Italy. It is understood that your acceptance of this letter is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to Italy for examination upon request.

Very truly yours,

REPUBLIC OF ITALY
By:	/s/ Maria Cannata
	D.ssa Maria Cannata
	Director General — Treasury Department — Direction II Ministry of Economy and Finance

Accepted as of the date hereof.

MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO. INTERNATIONAL PLC
UBS LIMITED
As Representatives of the Underwriters
named in Schedule I hereto.

By:	/s/ Manjit Marhia, /s/ Robert Clark
	Name:
	Attorney-in-fact

SCHEDULE I

	Principal Amount of
	Designated Securities
Underwriter	to be purchased
Merrill Lynch International		762,500,000
Morgan Stanley & Co. International plc		762,500,000
UBS Limited		775,000,000
Barclays Bank PLC		25,000,000
BNP Paribas		25,000,000
Citigroup Global Markets Limited		25,000,000
Credit Suisse Securities (Europe) Limited		25,000,000
Deutsche Bank AG, London Branch		25,000,000
Goldman Sachs International		25,000,000
HSBC Bank plc		25,000,000
J.P. Morgan Securities Ltd.		25,000,000
Total	US$	2,500,000,000

SCHEDULE II

Title of Designated Securities:

$2,500,000,000 2.125% Global Notes due October 5, 2012 (the “Securities”).

Aggregate principal amount:

US$2,500,000,000

Price to Public:

99.853% of the principal amount of the Securities.

Purchase Price by Underwriters:

99.753% of the principal amount of the Securities.

Underwriting commission:

0.1% of the principal amount of the Securities.

Specified funds for payment of purchase price:

Book-entry transfer in immediately available funds.

Fiscal Agency Agreement:

Fiscal Agency Agreement, dated as of May 15, 2003, between Italy and Citibank, N.A., as Fiscal Agent.

Maturity Date:

October 5, 2012, at par.

Interest Rate:

The Securities will bear interest at the rate of 2.125% per annum payable semi-annually in arrear in two equal payments.

Collective Action Clauses:

The Fiscal Agency Agreement and the Securities include collective action clauses.

Interest Payment Dates:

April 5 and October 5 of each year, commencing April 5, 2010 (each an “Interest Payment Date”), with interest accruing from October 5, 2009, provided such day is a Banking Day. If any Interest Payment Date is not a Banking Day, payment shall be made on the immediately succeeding Banking Day without any interest or other payment as a result of the delay. Interest will be paid to the persons in whose names the Securities are registered at the close of business on the preceding March 21 and September 20 as the case may be (the “Record Date”). “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. Interest will be calculated on the basis of a 360-year of twelve 30-day months.

Redemption:

The Notes will not be redeemable prior to October 5, 2012.

Sinking Fund Provisions:

None.

Time of Delivery:

2:00 P.M., London time, on October 5, 2009 or as otherwise agreed by Italy and the Underwriters (the “Closing Date”).

Closing Location:

Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS
England

Names and addresses for Notices, etc.:

Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
England

Attention: Syndicate Desk
Telephone: +44 (0)20 7995 3966
Facsimile: +44 (0)20 7995 2968
Email: alison_bennett@ml.com

Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
England

Attention: Head of Transaction Management Group, Global Capital Markets
Tel: +44 (0) 20 7677 7799
Fax: +44 (0) 20 7056 4984
Email:tmglondon@morganstanley.com

UBS Limited
100 Liverpool Street
London EC2M 2RH
England

Attention: Fixed Income Syndicate
Tel: + 44 (0) 20 7567 2479
Fax: + 44 (0) 20 7568 3349

Selling Restrictions:

(a)	Designated Securities to be sold within the United States in circumstances under which Securities Act registration is required will be registered under such Act and accordingly such Act will not prohibit offers and sales in the United States or to or for the account of a U.S. person. Any such sales must be made in accordance with the provisions of the Securities Act, the Exchange Act and any applicable State Law.
(b)	Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, has severally represented to and agreed that it and each such affiliate has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.
(c)	The Designated Securities have not and will not be registered under the Financial Instruments and Exchange Law of Japan. Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, severally represents to and agrees with Italy and the other Underwriters that it and each such affiliate (i) is purchasing Designated Securities as principal and, in connection with the initial offering of the Designated Securities, has not offered or sold, and will not offer or sell, any Designated Securities, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (which term means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of and otherwise in compliance with the Financial Instruments and Exchange Law of Japan and all other applicable laws, regulations and ministerial guidelines of Japan, and (ii) will cause any securities dealer to whom it sells Designated Securities to agree that it is purchasing such Designated Securities as principal and that it has not offered or sold, and will not offer or sell, any Designated Securities, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except as aforesaid).
(d)	The Designated Securities may not be offered, sold or delivered and neither the Prospectus, the Prospectus Supplement nor any other document relating to the Designated Securities may be distributed or made available in Italy except by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of September 1, 1993, Legislative Decree No. 58 of February 24, 1998, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws and regulations.
(e)	Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Designated Securities, severally represents to and agrees with Italy and the other Underwriters that it and each such affiliate will not offer, sell or deliver any of the Designated Securities, directly or indirectly, or distribute the Prospectus and Prospectus Supplement or any other offering material relating to the Designated Securities in or from any jurisdiction except under circumstances that to the best knowledge and belief of such Underwriter or affiliate (as applicable) will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on Italy except as set forth in the Underwriting Agreement.
(f)	Except for the qualification of the Designated Securities for offer and sale and the determination of their eligibility for investment under the applicable securities laws of such jurisdictions as the Underwriters may designate pursuant to the Underwriting Agreement, each Underwriter severally agrees with Italy and the other Underwriters that it and its respective affiliates will obtain any consent, approval or authorization required by them for the subscription, offer or sale by them of any of the Designated Securities under the laws and regulations in force in any jurisdiction outside the United States to which they are subject or in or from which they make such subscription, offer or sale of any of the Designated Securities.

(g) The Designated Securities being offered or sold in The Netherlands shall be offered and sold under the exemption pursuant to Article 53(1)(a) of the Exemption Regulation (Vrijstellingsregeling Wet Wft).

Listing:

     Application has been made to list the Securities on the Luxembourg Stock Exchange and EuroMOT (Mercato Telematico Eurobbligazioni).

Notification of U.S. Sales:

     The Underwriters and Italy agree, within seven business days following the closing of the transaction contemplated hereby, to report by email or facsimile to Skadden, Arps, Slate, Meagher & Flom (UK) LLP (facsimile +44 20 7519 7070, attention Richard A. Ely/Matteo Castelli) the aggregate principal amount of Designated Securities sold by such Underwriters in the United States as part of their primary distribution.

SCHEDULE III

FINAL PRICING ANNOUNCEMENT

Registration Statement No. 333-152589

Issuer:

The Republic of Italy.

Securities Offered:

$2,500,000,000 principal amount of 2.125% Notes due 2012.

Maturity Date:

October 5, 2012.

Spread to Treasury:

+68.7bp.

Treasury Yield:

1.489%.

Benchmark Treasury:

UST 1.375% due September 2012.

Redemption Basis:

At par.

Initial Price to Public:

99.853% of the principal amount of the Notes.

Purchase Price by the Underwriters:

99.753% of the principal amount of the Notes.

Underwriting Commission:

0.1% of the principal amount of the Notes.

Interest Rate:

The Notes will bear interest from October 5, 2009 at the rate of 2.125% per annum, payable on April 5, 2010 and thereafter semi-annually in arrear in two equal payments.

Interest Payment Dates:

April 5 and October 5 of each year commencing April 5, 2010, 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 without any interest or other payment as a result of the delay. Interest will be paid to the persons in whose names the Notes are registered at the close of business on the preceding March 21 and September 20 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.

Listing:

Application has been made to list the Notes on the Luxembourg Stock Exchange and EuroMOT (Mercato Telematico Eurobbligazioni).

Form and Settlement:

The Notes will be issued in the form of one or more global notes in fully registered form, in a minimum denomination of US$100,000 and integral multiples of US$1,000 in excess thereof, without coupons, which will be deposited on or about October 5, 2009 (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”). Subject to certain exceptions, beneficial interests in the global notes 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 the global notes through DTC in the United States or through Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société 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. Subject to certain exceptions, owners of beneficial interests in the global notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes under the Notes or the fiscal agency agreement governing the Notes. It is expected that delivery of the Notes will be made, against payment therefore in same-day funds, on or about October 5, 2009.

Stabilization:

In connection with the offering, UBS Limited or any person acting for UBS Limited 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 obligation on UBS Limited or any of its agents, to do this. Such transactions may be effected on the Luxembourg Stock Exchange, EuroMOT (Mercato Telematico Eurobbligazioni), in the over-the-counter market or otherwise. Such stabilization, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.

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 EU Directive on the taxation of savings income.

Redemption:

The Notes will not be redeemable prior to October 5, 2012.

Collective Action Clauses:

The Notes will contain provisions regarding voting on amendments, modifications and waivers. These provisions are commonly referred to as collective action clauses. Under these provisions, Italy may amend certain key terms of the Notes, including the maturity date, interest rate and other payment terms, with the consent of the holders of 75% of the aggregate principal amount of the outstanding Notes.

Governing Law:

The Notes shall be governed by, and interpreted in accordance with, the laws of the State of New York.

Underwriting:

The Underwriters named below, acting through their representatives, Merrill Lynch International, Morgan Stanley & Co. International plc and UBS Limited, have jointly and severally agreed, subject to the terms and conditions set forth in the Underwriting Agreement dated September 16, 1993, as amended by and adhered to by the Underwriters by means of a Pricing Agreement dated as September 28, 2009 (as amended, the “Underwriting Agreement”), to purchase from Italy the principal amount of each series of the Notes set forth opposite their name below:

	Principal Amount of
	Designated Securities
Underwriter	to be purchased
Merrill Lynch International		762,500,000
Morgan Stanley & Co. International plc		762,500,000
UBS Limited		775,000,000
Barclays Bank PLC		25,000,000
BNP Paribas		25,000,000
Citigroup Global Markets Limited		25,000,000
Credit Suisse Securities (Europe) Limited		25,000,000
Deutsche Bank AG, London Branch		25,000,000
Goldman Sachs International		25,000,000
HSBC Bank plc		25,000,000
J.P. Morgan Securities Ltd.		25,000,000
Total	US$	2,500,000,000

Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and pay for all the Notes, if any are taken.

The Underwriters propose to offer the Notes at the public offering price. After the Notes are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Underwriters.

Italy has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.

Certain of the Underwriters and their respective affiliates may have from time to time performed investment banking and/or commercial banking services for Italy in the ordinary course of business and may do so in the future. Citigroup Global Markets Inc. is an affiliate of Citibank, N.A., which is acting as Fiscal Agent, Paying Agent and Registrar with regard to the Notes.

***

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at:

http://www.sec.gov/Archives/edgar/data/52782/000095012308008433/u55962svb.htm .

Alternatively, UBS Limited will arrange to send you the prospectus if you request it by calling +44 (0)20 7567 2479.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

EX-99.2

Exhibit 2

Form of 3.5% Note due October 5, 2012

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE REPUBLIC OF ITALY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

No. 1 US$500,000,000

REPUBLIC OF ITALY

2.125% Notes
due October 5, 2012

Common Code 045590585
CUSIP 465410BU1
ISIN US465410BU10

          The Republic of Italy (herein called the “Issuer” or “Italy”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the face hereof on October 5, 2012 and to pay interest thereon at the rate of 2.125% per annum from and including October 5, 2009. Interest shall be payable on April 5, 2010 for the period from and including October 5, 2009 and thereafter semi-annually in arrears in two equal payments on April 5 and October 5, of each year (each an “Interest Payment Date”), 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 without any interest or other payment as a result of the delay. Whenever it is necessary to compute any amount of accrued interest in respect of the Note for a period of less than one full year, other than in respect to regular semi-annual regular payments, 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.

          The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Fiscal Agency Agreement hereinafter referred to, be paid to the person (the “registered holder”) in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the preceding March 21 and September 20, as the case may be (each a “Regular Record Date”). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the registered holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such interest to be fixed by Italy, notice whereof shall be given to registered holders of Securities of this series not less than 10 days prior to such special record date, or be paid

at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange.

          Principal of (and premium, if any, on) this Security shall be payable at the corporate trust office of Citibank, N.A., as fiscal agent or its successor (the “Fiscal Agent”) and at the offices of such other paying agents as Italy shall have appointed pursuant to the Fiscal Agency Agreement. Payments of principal of (and premium, if any, on) the Securities shall be made against surrender of this Security, and payments of any interest on this Security shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the person entitled thereto at such person’s address appearing on the aforementioned register. The Issuer covenants that until this Security has been delivered to the Fiscal Agent for cancellation, or monies sufficient to pay the principal of (and premium, if any, on) and interest on this Security have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in the Borough of Manhattan, The City of New York for the payment of the principal of (and premium, if any, on) and interest on the Securities as herein provided.

          Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

          The Securities are issued pursuant to a Fiscal Agency Agreement, dated as of May 15, 2003, between Italy and Citibank, N.A., as Fiscal Agent.

          Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this Security shall not be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated: October 5, 2009

REPUBLIC OF ITALY
By:	/s/ Maria Cannata
	D.ssa Maria Cannata
	Director General — Treasury Department — Direction II Ministry of Economy and Finance

          This is one of the Securities of the series referred to in the within-mentioned Fiscal Agency Agreement.

CITIBANK, N.A. As Fiscal Agent
By:	/s/ David van der Walt
	David van der Walt
	Authorized Officer

REVERSE OF GLOBAL NOTE
REPUBLIC OF ITALY
2.125% NOTES DUE 2012

          1. (a) This Security is one of a duly authorized issue of securities of the Issuer consisting of US$2,500,000,000 principal amount of 2.125% Notes due October 5, 2012 issued by Italy on October 5, 2009 (herein called the “Securities”), issued and to be issued in accordance with a Fiscal Agency Agreement, dated as of May 15, 2003 (herein called the “Fiscal Agency Agreement”), between the Issuer and Citibank, N.A. as Fiscal Agent (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in London, England. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to US$2,500,000,000.

          (b) The Securities are the direct, unconditional, general and (subject to the provisions below) unsecured obligations of Italy and will rank equally with all other evidences of indebtedness issued in accordance with the Fiscal Agency Agreement and with all other unsecured and unsubordinated general obligations of Italy for money borrowed. Italy hereby pledges its full faith and credit for the due and punctual payment of the Securities and for the due and timely performance of all obligations of Italy with respect thereto. Amounts payable in respect of principal of and interest on the Securities will be charged upon and be payable out of the Treasury of Italy, equally and ratably with all other amounts so charged and amounts payable in respect of all other general loan obligations of Italy.

          (c) Italy hereby agrees that it will not create any Encumbrance upon the whole or any part of its present or future revenues or assets to secure any present or future External Indebtedness without securing the Securities Outstanding (as defined in Paragraph 10) equally and ratably with such External Indebtedness, and the instrument creating any such Encumbrance shall expressly provide therefor. “Encumbrance” shall mean any mortgage, charge, pledge, lien or other arrangement creating security other than any security on goods or other assets provided to or acquired by Italy and securing a sum not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services. “External Indebtedness” shall mean all indebtedness of Italy in respect of moneys borrowed by Italy on international markets.

          2. Except as set forth in the following sentence, the Securities are issuable only as fully registered global securities, without coupons (for purposes of this Paragraph 2, each, a “Global Security”), registered in the name of Cede & Co., or a nominee for DTC, or a successor of DTC or a nominee thereof, (DTC, and any successor to DTC, is referred to herein as the “Clearing System”) and (i) no Global Security may be transferred, except in whole and not in part, and only within the Clearing System, one or more nominees of the Clearing System or one or more respective successors of the Clearing System and its nominees, and (ii) no Global Security may be exchanged for any Security other than another Global Security. Notwithstanding any other provision of the Fiscal Agency Agreement or this Security, a Global Security may be transferred to, or exchanged for registered Securities registered in the name of, a person other than the Clearing System, a nominee of the Clearing System or a successor of the Clearing

System or its nominee if (i) the Clearing System (a) notifies Italy that it is unwilling or unable to continue as depositary for such Global Securities or (b) ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be, and in either such case (a) or (b) a successor is not appointed by Italy within 90 days after receiving such notice or becoming aware that DTC or such successor is no longer so registered, (ii) Italy, in its sole discretion, instructs the Fiscal Agent in writing that the Global Securities shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an event of default with respect to the Securities evidenced by this Global Security (as set forth in Paragraph 6). Registered Securities issued in exchange for this Global Security will be registered in such names as an authorized representative of the relevant Clearing System shall request, and issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof.

          3. The Issuer shall maintain in London, England an office or agency where Securities may be surrendered for registration of transfer or exchange. The Issuer has initially appointed the corporate trust office of the Fiscal Agent as its agent in London, England for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, Italy will provide for the registration of Securities and registration of transfers of Securities. Italy reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar or of any transfer agent or to appoint additional or other registrars or transfer agents or to approve any change in the office through which any security registrar or any transfer agent acts, provided that there will at all times be a security registrar in London, England.

          Subject to Paragraph 2, the transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the corporate trust office of the Fiscal Agent duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing. Subject to Paragraph 2, upon such surrender of this Security for registration of transfer, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount.

          All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but Italy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of transfer, the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.

          The Securities will become void unless surrendered for payment within a period of five years from the date on which the payment of the principal in respect thereof first becomes due or, if the full amount of such principal has not been received by

a Fiscal Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the holders.

          4. (a) The Issuer shall pay to the Fiscal Agent at its principal office in London, England, on or prior to each Interest Payment Date and the maturity date of the Securities, in such amounts sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to pay the interest on and the principal of, the Securities due and payable on such Interest Payment Date or maturity date, as the case may be. The Fiscal Agent shall apply the amounts so paid to it to the payment of such interest and principal in accordance with the terms of the Securities. Any monies held by the Fiscal Agent for the payment of the principal of (or premium, if any) or interest on any Securities and remaining unclaimed at the end of two years after such principal (or premium) or interest shall have become due and payable (whether at maturity or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of (and premium, if any) and interest on this Security as the same shall become due.

          (b) In any case where the due date for the payment of the principal of (and premium, if any) or interest on any Security shall not be a Banking Day, then such payment need not be made on such date at such place but may be made on the immediately succeeding Banking Day with the same force and effect as if made on the date for such payment.

          5. (a) All payments of principal and interest in respect of the Securities will be exempt from taxes, levies, imposts, duties, deductions, withholdings or other charges, of whatsoever nature, imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub-division or taxing authority thereof or therein (all of which are referred to herein as “Italian Taxes”) so long as the beneficial owner of the relevant Security is not resident in the Republic of Italy.

          Without prejudice to the foregoing, if any payment of principal or interest is not exempt as aforesaid, Italy shall pay, to the extent permitted by law, such additional amounts as are necessary in order that the net payment, after the imposition of any Italian Taxes in respect thereof, will not be less than the amount the holder would have received in the absence of such taxes, except that no such additional amounts shall be payable:

          i. to on behalf of a holder who is able to avoid such imposition, levy, collection, withholding or assessment by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority;

          ii. in respect of any Security presented for payment (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the holder thereof would have been entitled to additional amounts on presenting the same for payment on the expiration of such period of 30 days;

          iii. where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the

ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or

          iv. in respect of any Security presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Security to another paying agent in a Member State of the European Union.

          As used herein, the “Relevant Date” means the date on which such payment first becomes due or, if the full amount of the money payable has not been received by the Fiscal Agent on or prior to such due date, it means the date on which, the full amount of such money having been so received, notice to that effect shall have been duly given in the manner provided in the Fiscal Agency Agreement.

          Any reference herein to principal and/or interest shall be deemed also to refer to any additional amounts which may be payable hereunder with respect thereto.

          Italy shall pay all stamp and other duties, if any, which may be imposed by the Republic of Italy, the United States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the Fiscal Agent Agreement or the issuance of this Security.

          (b) Except as specifically provided in this Security, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political sub-division or taxing authority thereof or therein. Whenever in this Security there is a reference, in any context, to the payment of the principal of (or premium, if any, on) or interest on, or in respect of, any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in paragraph 5(a) to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of such paragraph and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.

          6. In the event:

          (a) of default in the payment of any principal of (and premium, if any, on) or interest on any of the Securities and the continuance of such default for a period of more than 30 days after the due date; or

          (b) of failure to perform or observe any other obligation under the Securities and the continuance of such default for the period of 60 days following written notice thereof to Italy at the office of the Fiscal Agent by any Security holder (except where such failure is not capable of remedy, in which event no notice shall be required); or

          (c) that (i) any other present or future External Indebtedness becomes due and payable prior to the stated maturity thereof by reason of default, or any such External Indebtedness is not paid at the maturity thereof as extended by any grace period applicable thereto, or (ii) Italy shall declare a general moratorium on the payment of any External Indebtedness;

the holders of not less than 25% in aggregate principal amount of the Securities then Outstanding, may declare by written notice to the Issuer and the Fiscal Agent at its corporate trust office the principal of this Security and the interest accrued hereon to be due and payable immediately and, unless all such defaults shall have been cured by the Issuer prior to receipt of such written notice, the principal of this Security and the interest accrued thereon shall become and be immediately due and payable.

If any and all existing events described in (a), (b) and (c) in this Paragraph 6, other than the nonpayment of the principal of the Securities which shall have become due solely by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, and in every such case, the holders of 66b% in aggregate principal amount of the Securities then Outstanding, by written notice to the Issuer and to the Fiscal Agent as set forth in this Security may, on behalf of all the holders, rescind and annul any prior declaration of the acceleration of the principal of, and interest accrued on, the Securities and its consequences, but no such rescission and annulment shall extend to or affect any subsequent default, or shall impair any right consequent thereon.

          7. If any mutilated Security is surrendered to the Fiscal Agent, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

          If there be delivered to the Issuer and the Fiscal Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the absence of notice to the Issuer or the Fiscal Agent that such Security has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a new Security of like tenor and principal amount and bearing a number not contemporaneously Outstanding.

          Upon the issuance of any new Security under this Paragraph, the Issuer may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Fiscal Agent) connected therewith.

          Every new Security issued pursuant to this Paragraph in lieu of any destroyed, lost or stolen Security, shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone.

          Any new Security delivered pursuant to this Paragraph shall be so dated that neither gain nor loss in interest shall result from such exchange.

          The provisions of this Paragraph 7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

          8. The Fiscal Agent may call a meeting of the holders of the Securities at any time regarding the Fiscal Agency Agreement or the Securities. In

addition, the Fiscal Agent will call a meeting of the holders of the Securities if Italy or the holders of at least ten percent of the aggregate principal amount outstanding of the Securities deliver a written request to the Fiscal Agent setting forth the action they propose to take. The Fiscal agent will determine the time and place of the meeting and notify the holders of the time, place and purpose of the meeting not less than 30 and not more than 60 days before the meeting.

          Only holders of a Security and their proxies are entitled to vote at a meeting of holders. Holders or proxies representing a majority of the aggregate principal amount of the Securities Outstanding, as defined in Paragraph 10 hereof, will normally constitute a quorum. However, if a meeting is adjourned for a lack of a quorum, then holders or proxies representing 25% of the aggregate principal amount of the Outstanding Securities will constitute a quorum when the meeting is rescheduled. For purposes of a meeting of holders that proposes to discuss Reserved Matters, as defined in Paragraph 9 hereof, holders or proxies representing 75% of the aggregate principal amount of the Outstanding Securities will constitute a quorum. The Fiscal Agent will set the procedures governing the conduct of the meeting.

          9. Italy and the Fiscal Agent may, (a) with the approval of holders of Securities at a meeting duly called and held, upon the affirmative vote of holders of not less than 66b% in aggregate principal amount of the Securities then Outstanding and represented at such meeting or (b) upon the written consent of holders of not less than such percentage, modify, amend or supplement the terms of the Securities or, insofar as it affects the Securities, the Fiscal Agency Agreement, in any way, and such holders may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement or the Securities to be made, given or taken by holders of Securities; provided, however, that no such action may, without the consent of the holders of not less than 75% in aggregate principal amount of the Securities then Outstanding, voting at a meeting or by written consent (i) change the due date for the payment of the principal of (or premium, if any) or any installation of interest on any Securities, (ii) reduce the principal amount of any Securities, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (iii) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities is payable, (iv) shorten the period during which Italy is not permitted to redeem the Securities, or permit Italy to redeem the Securities if, prior to such action, Italy is not permitted to do so, (v) reduce the proportion of the principal amount of Securities the vote or consent of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Securities or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, (vi) change the obligation of the Issuer to pay additional amounts, (vii) change the definition of “Outstanding” with respect to the Securities, (viii) in connection with an exchange offer for the Securities, amend Paragraph 6 hereof, (ix) change the governing law provision of the Securities, (x) change the courts to the jurisdiction of which the Issuer has submitted, the Issuer’s obligation to appoint and maintain an Authorized Agent as set forth in Paragraph 16 hereof, or the Issuer’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities, as set forth in Paragraph 16 hereof, or (xi) change the status of the Securities, as set forth in Section 1(b) of the Fiscal Agency

Agreement. Each of the actions set forth under (i) through (xi) of the preceding sentence is referred to herein as a “Reserved Matter.” Italy and the Fiscal Agent may, without the vote or consent of any holder of the Securities, amend the Fiscal Agency Agreement or the Securities for the purpose of (i) adding to the covenants of the Issuer for the benefit of the holders of the Securities, (ii) surrendering any right or power conferred upon the Issuer, (iii) securing the Securities pursuant to the requirements of the Securities or otherwise, (iv) curing any ambiguity or curing, correcting or supplementing any defective provision thereof or (v) amending the Fiscal Agency Agreement or the Securities in any manner in which Italy and the Fiscal Agent may determine and which shall not be inconsistent with the Securities and shall not adversely affect the interest of any holder of the Securities.

          It shall not be necessary for the vote or consent of the holders of the Securities to approve the particular form of any proposed modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action, but it shall be sufficient if such vote or consent shall approve the substance thereof.

          10. For purposes of the provisions of the Securities, any Security authenticated and delivered pursuant to the Fiscal Agency Agreement shall, as of any date of determination, be deemed to be “Outstanding,” except

          (i) Securities theretofore cancelled by the Fiscal Agent or delivered to the Fiscal Agent for cancellation or held by the Fiscal Agent for reissuance but not reissued by the Fiscal Agent;

          (ii) Securities which have been called for redemption in accordance with their terms or which have become due and payable at maturity or otherwise and with respect to which monies sufficient to pay the principal thereof (and premium, if any) and any interest thereon shall have been made available to the Fiscal Agent; or

          (iii) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the Fiscal Agency Agreement;

provided, however, that in determining whether the holders of the requisite principal amount of Outstanding Securities are present at a meeting of holders of Securities for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment, modification or supplement hereunder, Securities owned directly or indirectly by the Issuer shall be disregarded and deemed not to be Outstanding.

          11. No reference herein to the Fiscal Agency Agreement and no provision of this Security or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

          12. All notices to the holders of the Securities 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 d’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 to the holders of the Securities on the date of such publication or, if published more than once on different dates, on the first date on which publication is made.

          13. The Republic of Italy from time to time, without notice to or the consent of the registered holders of the Securities, may create and issue further Securities ranking pari passu with the Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Securities or except for the first payment of interest following the issue date of such further Securities) and so that such further Securities shall be consolidated and form a single series with the Securities and shall have the same terms as to status, redemption or otherwise as the Securities.

          14. THIS SECURITY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          15. Italy hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Security, and to constitute the same and valid obligation of Italy in accordance with its terms, have been done and performed and have happened in due and strict compliance with the applicable laws of the Republic of Italy.

          16. Italy has appointed its Ambassador to the United States, 3000 Whitehaven Street, N.W., Washington, D.C. 20008, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based on the Securities which may be instituted in any State or Federal court in The City of New York by the holder of any Security, and Italy expressly accepts the jurisdiction of any such court in respect of such action. The Issuer hereby irrevocably waives any immunity to service of process and any objection to venue in respect of any such action to which it might otherwise be entitled in any action arising out of or based on the Securities which may be instituted by the holder of any Security in any State or Federal court in The City of New York or in any competent court in the Republic of Italy to the fullest extent permitted by Italian law. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due and to become due on or in respect of all the Securities have been either paid or returned to the Issuer as provided in Section 8(b) of the Fiscal Agency Agreement. Italy hereby waives irrevocably any immunity from jurisdiction (but not from execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on the Securities which may be instituted by the holder of any Security in any State or Federal court in The City of New York or in any competent court in the Republic of Italy to the fullest extent permitted by Italian law. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States Federal securities laws.

ABBREVIATIONS

          The following abbreviations, when used in the inscription herein, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	— _____Custodian _____
				(Cust)
(Minor)
TEN ENT	—	as tenants by the entireties		Under Uniform Gifts to Minors
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common
				State

Additional abbreviations may also be used
though not in the above list.

FOR VALUE RECEIVED the undersigned hereby
sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

               IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address
including postal zip code of assignee

the within note and all rights thereunder, hereby irrevocably constituting and appointing                                                              attorney to transfer said note on the books of the Issuer, with full power of substitution in the premises.

Dated:                                          

EX-99.3

Exhibit 3

Names and addresses of the Underwriters of the Republic of Italy’s
2.125% Notes due October 5, 2012

Underwriters’ Addresses in relation to the Republic of Italy’s US$2,500,000,000
2.125% Notes due October 5, 2012

Merrill Lynch International	Merrill Lynch Finance Centre 2 King Edward Street London EC1A 1HQ England
Morgan Stanley & Co. International plc	25 Cabot Square Canary Wharf London E14 4QA England
UBS Limited	1 Finsbury Avenue London EC2M 2PP England
Barclays Bank PLC	1 Churchill Place London E14 5HP England
BNP Paribas	787 Seventh Avenue New York NY 10019 U.S.A.
Citigroup Global Markets Limited	33 Canada Square Canary Wharf London E14 5LB England
Credit Suisse Securities (Europe) Limited	One Cabot Square London E14 4QJ England
Deutsche Bank AG, London Branch	Winchester House 1 Great Winchester Street London EC2N 2DB England
Goldman Sachs International	Peterborough Court 133 Fleet Street London EC4A 2BB England
HSBC Bank plc	8 Canada Square London E14 5HQ England
J.P. Morgan Securities Ltd.	125 London Wall London EC2Y 5AJ England

EX-99.4

Exhibit 4

Itemized list of estimated expenses incurred or borne by or for the account of the
Republic of Italy in connection with the sale of the 2.125% Notes due October 5, 2012

The following are the estimated expenses of the issuance and distribution of the securities being registered, all of which will be paid by, or on behalf of, the Registrar.

Registration fee		0
Fiscal and Paying Agent fees and expenses		0
Listing fees		2,972
Printing Expenses		8,074
Total	US$	11,046

EX-99.5

Exhibit 5

Opinion, dated October 5, 2009, of Dottoressa Elena Comparato, Head of Unit VII of the Legal
Affairs Directorate of the Treasury Department — Ministry of Economy and Finance of the
Republic of Italy relating to the Republic of Italy’s US$2,500,000,000 2.125% Notes due October 5,
2012

October 5, 2009

Merrill Lynch International
Morgan Stanley & Co. International plc
UBS Limited
     (as Representatives of the several Underwriters
     named in Schedule I to the Pricing Agreement)

c/o UBS Limited
1 Finsbury Avenue
London EC2M 2PP
England

Dear Sirs:

          As Head of Unit VII of the Legal Affairs Directorate of the Treasury Department — Ministry of Economy and Finance, I have acted as internal counsel for the Ministry of Economy and Finance of the Republic of Italy (“Italy”) in connection with the issuance by Italy of US$2,500,000,000 aggregate principal amount of its 2.125% Notes due October 5, 2012 (the “Notes”) pursuant to the Underwriting Agreement, dated September 16, 1993 (the “Underwriting Agreement”), between Italy on the one hand and the parties thereto on the other hand, and the related Pricing Agreement, dated as of September 28, 2009 (the “Pricing Agreement”), between Italy and yourselves.

          All capitalized terms not defined herein have such definitions as are specified in the Underwriting Agreement. Any reference to the Fiscal Agency Agreement made herein shall be intended as made to the Fiscal Agency Agreement dated as of May 15, 2003, between Italy and Citibank, N.A. (the “Fiscal Agent”).

          This opinion is furnished to you pursuant to Section 7(c) of the Underwriting Agreement. This opinion is limited to the laws of Italy as currently interpreted and is given on the basis that it will be governed by and construed with them, and any liability which may arise in respect of it is governed by the laws of Italy.

          Based upon the foregoing, I am of the opinion that:

1.

The Notes have been duly authorized and executed in accordance with the laws of Italy and, assuming due authentication by the Fiscal Agent, have been duly and validly issued and delivered and, assuming their compliance with New York State law, constitute valid, legally binding, direct, unconditional and general obligations of Italy enforceable in accordance with their terms and entitled to the benefits of the Fiscal Agency Agreement, assuming its approval as required by state contract law; the full faith and credit of Italy is pledged for the due and punctual payment of the Notes and for the performance of the obligations of Italy with respect thereto; and the Notes will rank pari passu, without any preference one over the other by reason of priority of date of issue, currency of payment or otherwise, with all other unsecured indebtedness of Italy in respect of money borrowed by Italy and guarantees given by Italy in respect of money borrowed by others.

2.

Neither the execution and delivery of the Underwriting Agreement, the Pricing Agreement, the Notes, the Fiscal Agency Agreement, nor the consummation of the transactions therein contemplated nor compliance with the terms and provisions thereof, including performance of each of the obligations contained in the Notes, will result in a breach of any of the terms, conditions or provisions of any treaty, convention, material agreement or material instrument to which Italy is a party or by which Italy is bound or constitute a default thereunder.

          A copy of this opinion will be furnished to the Fiscal Agent pursuant to Section 8(d) of the Fiscal Agency Agreement dated as of May 15, 2003.

Very truly yours,
By:	/s/ Elena Comparato
	Dottoressa Elena Comparato
	Head of Unit VII Legal Affairs Directorate Department of Treasury Ministry of Economy and Finance