S-B/A

As filed with the Securities and Exchange Commission on January 29, 2013

Registration Statement No. 333-152589

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

REGISTRATION STATEMENT

UNDER

SCHEDULE B OF

THE SECURITIES ACT OF 1933

Republic of Italy

(Name of Registrant)

THE HONORABLE CLAUDIO BISOGNIERO

Italian Ambassador to the United States

3000 Whitehaven Street, N.W.

Washington, D.C. 20008

(Name and address of Authorized Agent of the Registrant in the United States)

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

MICHAEL IMMORDINO

White & Case LLP

5 Old Broad Street

London EC2N 1DW

United Kingdom

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

The Debt Securities covered by this Registration Statement are to be offered on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per Unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
Debt Securities and/or Warrants to purchase Debt Securities	$10,000,000,000	100%	$10,000,000,000	$393,000

(1) Estimated solely for the purpose of determining the registration fee.

(2) In accordance with Rule 457(p) under the Securities Act, the total registration fee of $393,000 has been partially offset by $101,853 of the $539,813.66 fee paid in connection with the Registration Statement on Form Schedule B filed by the Registrant on December 23, 2003 (File No. 333-111482).

The Registration hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

The Registrant has prepared this Amendment No. 1 to the Registration Statement under Schedule B (File No. 333-152589) for the purpose of filing with the Securities and Exchange Commission (i) an updated Prospectus and (ii) updated exhibits to the Registration Statement.

The information in this prospectus is not complete and may be changed. We cannot sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated January 29, 2013

PROSPECTUS

Republic of Italy

Debt Securities

and/or

Warrants to Purchase

Debt Securities

• Up to US$10,000,000,000 or its equivalent in other currencies or a composite of other currencies.

• The securities will be direct, unconditional and general obligations of the Republic of Italy, backed by the full faith and credit of the Republic of Italy.

• The securities may consist of bonds, notes or other evidences of indebtedness and may be issued with or without warrants to purchase other debt instruments.

• The securities may be exchangeable for other debt instruments issued by the Republic of Italy or by entities owned by the Republic of Italy.

• The securities will be offered from time to time as separate issues on terms set forth in supplements to this prospectus. The terms of each series of securities, including the principal amount, maturity, interest rate and initial offering price will be set forth in the supplement relating to that series of securities.

• The debt securities and the fiscal agency agreement described in this prospectus contain collective action clauses with provisions regarding future modifications to their terms. Under these provisions, which are described herein beginning on page 8, modifications affecting the Reserved Matters listed in the debt securities and the fiscal agency agreement, including modifications to payment and other important terms, (1) may be made to a series of debt securities with (i) the affirmative vote of the holders of at least 75 percent or (ii) a written resolution signed by or on behalf of holders of at least 66 2/3 percent of the aggregate principal amount of the outstanding debt securities of that series; and (2) may be made to all outstanding series of debt securities with (i) the affirmative vote of all holders of at least 75 percent or (ii) a written resolution signed by or on behalf of all holders of at least 66 2/3 percent of the aggregate principal amount of all outstanding series of debt securities (taken in the aggregate) and with (i) the affirmative vote of the holders of more than 66 2/3 percent or (ii) a written resolution signed by or on behalf of holders of more than 50 percent of the aggregate principal amount of each outstanding series of debt securities (taken individually).

Neither the US Securities and Exchange Commission nor any state securities commission has approved these securities or passed on the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

The date of this prospectus is                     , 2013.

TABLE OF CONTENTS

	Page
About this Prospectus		1
You must not rely on unauthorized information		1
You must comply with applicable laws		1
Special cautionary notice regarding forward-looking statements		1
Enforcement of civil liabilities		1
Use of Proceeds		3
Description of Debt Securities		4
General		4
Nature of Obligation; Negative Pledge		5
Additional Amounts		5
Form and Settlement of Debt Securities Denominated in US Dollars		5
Default; Acceleration of Maturity		6
Redemption		6
Meetings and Quorum		7
Voting		7
Proposals, Amendments and Waivers		8
Governing Law; Consent to Service		9
Listing		10
Definitions		10
Description of Warrants		12
General		12
Governing Law; Consent to Service		12
Taxation		13
United States Tax Considerations		13
Italian Tax Considerations		14
Plan of Distribution		15
Official Statements		16
Validity of the Securities		16
Authorized Representative		16
Where You can Find More Information		16
EX-99.C: Consent of Dottoressa Maria Cannata
EX-99.D: Consent of White & Case LLP
EX-99.E: Consent of Legal Affairs Directorate of the Department of Treasury of the Ministry of Economy and Finance of Italy

(i)

ABOUT THIS PROSPECTUS

This prospectus provides you with a general description of the securities the Republic of Italy may offer. Each time the Republic of Italy sells securities, it will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If the information in this prospectus differs from any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and the accompanying prospectus supplement together with additional information described below under the heading “Where You Can Find More Information”.

You must not rely on unauthorized information.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus or the relevant prospectus supplement. You must not rely on any unauthorized information or representations.

You must comply with applicable laws.

This prospectus and the relevant prospectus supplement are not, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. For a further description of certain restrictions of the offering and sale of the securities and the distribution of this prospectus and the relevant prospectus supplement, see “Plan of Distribution” as supplemented by information in the relevant prospectus supplement.

Special cautionary notice regarding forward-looking statements.

This prospectus incorporates by reference, and any accompanying prospectus supplement may contain or incorporate by reference, certain forward-looking statements as defined in Section 27A of the US Securities Act of 1933, with respect to certain of the plans and objectives of the government of the Republic of Italy and to the economic, monetary and financial conditions of the Republic of Italy. Such statements incorporated by reference in this prospectus include, but are not limited to, statements in our Annual Report on Form 18-K and amendments thereto for the year ended December 31, 2011 under the following headings: “The Italian Economy—General”, “—Gross Domestic Product” and “—Principal Sectors of the Economy”, “Monetary System—Banking Regulation”, “The External Sector of the Economy—Foreign Trade” and “Public Finance—The 2012 Economic and Financial Document”, “—The Update of the 2012 Economic and Financial Document”, “—Revenues and Expenditures”, “Public Debt—Forecasted Debt-to-GDP Ratios”, and generally the exhibits thereto. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

All references in this prospectus and the prospectus supplement to “Italy” or the “Republic” are to The Republic of Italy, and all references to the “Government” are to the Government of The Republic of Italy.

Enforcement of civil liabilities

Italy is a foreign sovereign government. Consequently, it may be difficult for investors to obtain or realize upon judgments of courts in the United States against Italy. Italy will irrevocably submit to the jurisdiction of the Federal and State courts in The City of New York and will irrevocably waive any immunity from the jurisdiction of such courts, to the extent permitted by Italian law, but not execution, attachment or process in the nature thereof. Italy will waive any objection to venue, in connection with any action arising out of or based upon the debt securities or the warrants brought by any holder of debt securities or warrants. Italy reserves the right to

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plead sovereign immunity under the United States Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under United States Federal securities laws or any state securities laws. In the absence of a waiver of immunity by Italy with respect to these actions, it would not be possible to obtain a United States judgment in such an action against Italy unless a court were to determine that Italy is not entitled under the Immunities Act to sovereign immunity with respect to such action. Enforceability in Italy of final judgments of U.S. courts obtained in actions based on the civil liability provisions of the U.S. federal securities laws is subject, among other things, to the absence of a conflicting final judgment by an Italian court or of a previously instituted action pending in Italy among the same parties and arising from the same facts and circumstances and to the Italian courts’ determination that the U.S. courts had jurisdiction, that process was appropriately served on the defendant, and that enforcement would not violate Italian public policy. In general, the enforceability in Italy of final judgments of U.S. courts obtained would not require retrial in Italy. In original actions brought before Italian courts, there is doubt as to the enforceability of liabilities based on the U.S. federal securities laws. The Italian courts may enter and enforce judgments in foreign currencies. See also “Description of Debt Securities—Governing Law; Consent to Service” and “Description of Warrants—Governing Law; Consent to Service”.

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USE OF PROCEEDS

Unless otherwise indicated in the relevant prospectus supplement, the Government will use net proceeds from the sale of securities for general Government purposes, including debt management purposes.

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DESCRIPTION OF DEBT SECURITIES

The following is a brief summary of the terms and conditions of the debt securities that we may issue from time to time and the fiscal agency agreement that governs the debt securities. We have filed or will file copies of the forms of debt securities and the fiscal agency agreement as exhibits to our Registration Statement or an amendment to our Annual Report. Because this is only a summary, you should read the form of debt securities and the fiscal agency agreement in their entirety. You can find the definitions of certain terms used in this description under the subheading “—Definitions”.

General

We may issue debt securities in one or more series, as authorized from time to time by Italy. The following terms and other specific provisions of each series of debt securities will be described in a free-writing prospectus and a prospectus supplement relating to that series:

• the designation of the securities;

• the aggregate principal amount and any limitation on the principal amount;

• the currency or currencies in which the securities will be denominated and in which payment will be made;

• the authorized denominations of the securities;

• the percentage of principal amount at which we will issue the securities;

• the maturity date of the securities;

• the interest rate and the manner in which the interest rate will be determined;

• the interest payment dates, if any, and the dates from which interest will accrue;

• the index, price or formula which we will use to determine the amount of payment of principal, premium or interest;

• the terms on which we will redeem or repurchase securities and any sinking fund provisions;

• any terms for the exchange or conversion of the securities; and

• whether the securities will be in bearer form, or in fully registered form, or both, and any restrictions on the exchange of one form for another.

We will also describe in the prospectus supplement any special United States federal income tax and other considerations applicable to any debt securities which we may issue:

• with original issue discount;

• denominated in a currency other than U.S. dollars; or

• with payments determined by reference to an index.

A fiscal agent will act as our agent in connection with the debt securities. The duties of the fiscal agent will be governed by the fiscal agency agreement. The fiscal agent is our agent and is not a trustee for the holders of debt securities. The fiscal agent does not have the same responsibilities or duties to act for holders of debt securities as a trustee would. We may maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the fiscal agent.

Except as may otherwise be indicated in any prospectus supplement, Italy will reserve the right to issue, from time to time and without the consent of the holders of the relevant debt securities, further securities having identical terms and conditions of others previously issued, so that the securities subsequently issued may be consolidated with, form a single series with and increase the aggregate principal amount of, the debt securities initially issued.

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We may issue debt securities at a discount, bearing no interest or bearing interest at a rate below market rates. If we issue discount securities, we will sell them at a discount below their stated principal amount. We will describe any special considerations related to discounted debt securities in the prospectus supplement for those securities.

The prospectus supplement will specify the place and the currency for payment of principal, interest and any premium on the debt securities. Unless we specify otherwise in the prospectus supplement, we will pay interest on fully registered debt securities by mailing a check to the registered holders on the record date.

Nature of Obligation; Negative Pledge

The debt securities will be the direct, unconditional, unsecured and general obligations of Italy. They will rank equally with all of our present and future unsecured and unsubordinated general borrowing except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. The full faith and credit of Italy will be pledged for the due and punctual payment of the debt securities and for the due and timely performance of all of our obligations under the debt securities. We will pay principal and interest on the debt securities out of the Ministry of Economy and Finance of Italy.

As long as any debt security remains outstanding, we will not create any Encumbrance on our revenues or assets to secure any Public External Indebtedness, without equally and ratably securing the outstanding debt.

Additional Amounts

All payments of principal and interest on the debt securities shall be made free and clear of, and without withholding or deduction for, any Italian taxes. If any payment of principal or interest is not exempt from Italian tax, we will pay to you the additional amounts necessary to make the net payment you receive not less than the amount you would have received if Italian taxes had not been imposed. No additional amounts will be paid to you if:

• You are able to avoid Italian taxes by making a declaration of non-residence or claiming an exemption from the relevant tax authority;

• You present debt securities for payment more than 30 days after you were entitled to receive payment. This provision does not apply if you would have been entitled to receive additional amounts had you presented the debt securities for payment prior to the expiration of the 30 day period;

• A tax applied by a Member State by way of withholding, deduction or otherwise is imposed on a payment of principal or interest to you and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, these Directives; or

• You would have been able to avoid such withholding or deduction by presenting debt securities for payment to another Paying Agent in a Member State of the European Union.

Form and Settlement of Debt Securities Denominated in US Dollars

Except as may otherwise be indicated in any prospectus supplement:

• each series of debt securities denominated in US dollars 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 the date indicated in the prospectus supplement 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 such global notes will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect

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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 such global notes will not be entitled to have debt securities registered in their names, will not receive or be entitled to receive physical delivery of debt securities under their terms or the fiscal agency agreement governing such debt securities;

• delivery of such debt securities will be made against payment therefore in same-day funds on the date indicated in the relevant prospectus supplement.

Default; Acceleration of Maturity

Each of the following is an event of default under any series of debt securities:

• We default in any payment of principal, premium or interest on any debt securities of that series and the default continues for a period of more than 30 days after the due date.

• We fail to perform or observe any other obligation under any debt securities of that series and the default continues for a period of 60 days following written notice to us of the default by any holder.

• Any other present or future Public External Indebtedness in an amount equal to or exceeding US$50 million (or its equivalent) becomes due and payable prior to its stated maturity by reason of default in payment of principal thereof of premium, if any, or interest thereon.

• Any other Public External Indebtedness in an amount equal to or exceeding US$50 million (or its equivalent) is not paid at its maturity as extended by any applicable grace period.

• We declare a general moratorium on the payment of any Public External Indebtedness.

If any of the events of default described above occurs and is continuing, the holders of at least 25 percent of the aggregate principal amount of the outstanding debt securities of a series may, by giving a written demand to us and the fiscal agent, declare the principal and accrued interest on the debt securities of that series to be immediately due and payable on the date that written notice of acceleration is received by us and the fiscal agent, unless all such defaults have been remedied or waived prior to the receipt of such written notice. For debt securities issued at a discount, the amount of principal accelerated will be described in the prospectus supplement. The holders of more than 50 percent of the aggregate principal amount outstanding of the debt securities may rescind or annul a notice of acceleration.

We are not required to furnish any periodic evidence of the absence of defaults. A default in one series of debt securities will not constitute a default in another series of debt securities, or permit the acceleration of the maturity of another series of debt securities, unless the maturity of the series of debt securities is accelerated by reason of default as described above.

Redemption

A series of debt securities may provide for mandatory redemption by us or at our election. If we redeem debt securities under a mandatory redemption provision, we will give not more than 60 days’ nor less than 30 days’ notice of redemption. If we are not redeeming all of the debt securities in a series, the debt securities to be redeemed will be selected by lot by the fiscal agent. Unless all the debt securities of a series to be redeemed are registered debt securities or bearer debt securities registered as to principal, we will publish a notice of redemption at least twice prior to the redemption date. We will publish the notice in a newspaper printed in the English language with general circulation in Europe. We will also publish notice of redemption in any other

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place set forth in the debt securities. We will also mail notice of redemption to holders of registered debt securities of the series, and to those holders of bearer debt securities of the series who have registered the principal of their debt securities. We will mail the notice to the holders’ last addresses as they appear on the register for the debt securities of such series.

Meetings and Quorum

We may call a meeting of the holders of a series of debt securities at any time regarding the fiscal agency agreement or that series of debt securities. In addition, we will call a meeting of the holders of any series of debt securities or if an event of default has occurred and is continuing and the holders of at least ten percent of the aggregate principal amount outstanding of that series request a meeting in writing. We will determine the time and place of the meeting and notify the holders of the time, place and purpose of the meeting, specify the record date for the meeting, form used to appoint a proxy and set out any other information necessary. The notice will be published in the English language not less than 21 days before the meeting or in case of an adjourned meeting for at least 14 days prior to the date of the adjourned meeting. The chair of any meeting of holders will be appointed by us or if we fail to appoint such chair or the person nominated by us is not present at the meeting, the chair will be appointed by the holders of more than 50 percent of the aggregate principal amount of the outstanding debt securities represented at the meeting.

Only holders of a series of debt security and their proxies are entitled to vote at a meeting of holders. Holders or proxies representing at least 50 percent of the aggregate principal amount of the outstanding debt securities of a series will normally constitute a quorum. However, if a meeting is adjourned for a lack of a quorum, then holders or proxies representing at least 25 per cent of the aggregate principal amount of the outstanding debt securities will constitute a quorum when the meeting is rescheduled. For purposes of a meeting of holders that proposes to discuss Reserved Matters holders or proxies representing at least 66 2/3 percent of the aggregate principal amount of the outstanding debt securities of a series will constitute a quorum.

A written resolution signed by or on behalf of holders of the requisite majority of the outstanding debt securities of a series then outstanding will be valid for all purposes as if it was a resolution passed at a meeting of holders duly convened and held in accordance with these provisions.

Each holder of an outstanding debt security may appoint any person to act as its proxy in connection with any meeting of holders of which the holder is entitled to vote or the signing of any written resolution that the holder is entitled to sign by delivering written notice to us not less than 48 hours before the meeting of holder or the signing of a written resolution. A proxy must be appointed by the form enclosed with the notice of the meeting of holders to be valid. A duly appointed proxy will remain in force until we have received notice or have otherwise being informed of the revocation or amendment of the proxy at least 48 hours before the time fixed for the commencement of the meeting for which the proxy intends to cast its vote or sign a written resolution.

A resolution duly passed at a meeting of holders convened and held in accordance with these provisions, and a written resolution duly signed by the requisite majority of holders, will be binding on all holders, whether or not the holder was present at the meeting, voted for or against the resolution or signed the written resolution.

Voting

A holder may cast a vote on each proposal and or propose amendment equal in number to the principal amount of the holder’s outstanding debt securities.

In the case of a Cross Series Amendment and/or Cross Series Proposal:

• involving debt securities denominated in more than one currency, the principal amount of each debt securities will be determined based on the principal amount of each affected debt security will be equal to

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the amount of euro that could have been obtained on the record date for the proposed modification with the principal amount of that debt security, using the applicable euro foreign exchange reference rate for the record date published by the European Central Bank.

• involving an Index Linked Obligation, the principal amount of each debt securities will be determined based on the principal amount of each such Index Linked Obligation will be equal to its adjusted nominal amount.

• involving a zero coupon obligation that did not formally constitute a component part of an Index Linked Obligation the principal amount of each debt securities will be determined based on the principal amount of each such zero coupon obligation will be equal to its nominal amount or, if its stated maturity date has not yet occurred, to the present value of its nominal amount.

• involving a zero coupon obligation that did formally constitute a component part of an Index Linked Obligation the principal amount of each debt securities will be determined based on the principal amount of each such zero coupon obligation that formerly constituted the right to receive (i) a non index linked payment of principal or interest will be equal to its nominal amount or, if the stated maturity date of the non index linked payment has not yet occurred, to the present value of its nominal amount; and (ii) an index linked payment of principal or interest will be equal to its adjusted nominal amount or, if the stated maturity date of the index linked payment has not yet occurred, to the present value of its adjusted nominal amount.

Proposals, Amendments and Waivers

Each series of debt securities will contain collective action clauses with provisions regarding future modifications to their terms and the terms of the fiscal agency agreement to the extent that it affects that series. These clauses are described below.

We may generally modify or take actions with respect to the fiscal agency agreement to the extent that it affects a series of debt securities or the terms of any series of debt securities:

• with the affirmative vote of the holders of more than 50 percent of the aggregate principal amount of the outstanding debt securities of that series that are represented at a meeting; or

• with the written consent of the holders of more than 50 percent of the aggregate principal amount of the outstanding debt securities of that series.

However, we may generally modify, amend, change or waive a Reserved Matter:

• to the extent that it affects a series of outstanding debt securities or the terms of any series of outstanding debt securities with (i) the affirmative vote of holders of at least 75 percent of the aggregate principal amount of the outstanding debt securities of that series that are represented at a meeting; or (ii) a written resolution signed by or on behalf of holders of at least 66 2/3 percent of the aggregate principal amount of the outstanding debt securities of that series that are represented at a meeting;

• to the extent that it affects a Cross Series Amendment and/or Cross Series Proposal affecting the terms and conditions of all series of outstanding debt securities

(i) the affirmative vote of at least 75 percent of the aggregate principal amount of the outstanding debt securities represented at separate duly called meetings of the holders of the outstanding debt securities of all the series (taken in the aggregate) that would be affected by the proposal and/or proposed amendment; or (ii) a written resolution signed by or on behalf of the holders of at least 66 2/3 percent of the aggregate principal amount of the outstanding debt securities of all the series (taken in the aggregate) that would be affected by the proposal and/or proposed amendment;

and

(i) the affirmative vote of more than 66 2/3 percent of the aggregate principal amount of the outstanding debt securities represented at separate duly called meetings of the holders of each series of

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debt securities (taken individually) that would be affected by the proposal and/or proposed amendment; or (ii) a written resolution signed by or on behalf of the holders of more than 50 percent of the aggregate principal amount of the then outstanding debt securities of each series (taken individually) that would be affected by the proposal and/or proposed amendment.

With respect to Cross Series Amendments and/or Cross Series Proposals, a separate meeting for each affected series of outstanding debt securities will be called and held or a separate written resolution signed for each affected series of outstanding debt securities, in relation to any amendment or proposal.

We may, without the consent of any holder of debt securities, amend the fiscal agency agreement or the outstanding debt securities of a series for the purpose of:

• to correct a manifest error or cure an ambiguity;

• if the amendment is of a formal or technical nature or for the benefit of the holders of the outstanding debt securities;

We will publish the details of any amendment of the outstanding debt securities of the series within ten days of the amendment becoming legally effective.

For purposes of determining whether the required percentage of holders of the debt securities of a series are present at a meeting for quorum purposes, or has consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment, modification or supplement to the debt securities of that series or the fiscal agency agreement, or whether the required percentage of holders has delivered a notice of acceleration of the debt securities of a series, debt securities that we own directly or indirectly will be disregarded and deemed not to be outstanding. For this purpose, debt securities that we own directly or indirectly would include any debt securities owned by or on behalf of the central Government or any of its ministries or owned through corporations or public law entities (generally, entities that by force of law carry out activities in the general public interest, such as INPS, INAIL and INPDAP, the three principal social security agencies for private and government employees). Debt securities that we own directly or indirectly would not, however, include debt securities owned by the Bank of Italy and any of Italy’s regions, provinces and other local government entities.

Governing Law; Consent to Service

The debt securities will be governed by and construed in accordance with the laws of the State of New York. Matters required to be governed by the laws of the Republic of Italy, including authorizations and execution will be governed by the laws of the Republic of Italy.

We will appoint the Honorable Claudio Bisogniero, our Ambassador to the United States, 3000 Whitehaven Street, N.W., Washington, D.C. 20008, and his successor or, in each case, his Chargé d’Affaires ad interim, acting in the absence of the Ambassador, as our authorized agent in the United States. Process may be served on our authorized agent in any action arising out of or based on the debt securities which may be instituted in any State or Federal court in The City of New York by the holder of any debt security. We will irrevocably submit to the jurisdiction of any such court in respect of any such action. Italy will waive irrevocably any immunity to service of process and any obligation to venue in any such action which may be instituted in any such court or (except as to venue) in any competent court in the Republic of Italy to the fullest extent permitted by Italian law. The appointment of our authorized agent will be irrevocable until all principal, premium and interest, due and to become due on the debt securities has been provided to the fiscal agent. If for any reason, the authorized agent ceases to be able to act as such authorized agent or ceases to have an address in the United States, we will appoint another person in Washington, D.C. or The City of New York as our authorized agent. In addition, a holder of any debt security may institute an action arising out of or based on the debt securities in any competent court in the Republic of Italy. We will irrevocably waive to the fullest extent permitted by Italian law any immunity from jurisdiction (but not from execution or attachment or process in the nature thereof) to which we might otherwise

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be entitled in any action arising out of or based on the debt securities which may be instituted by the holder of any debt security in any State or Federal court in The City of New York or in any competent court in the Republic of Italy. The appointment and the waiver of immunity does not include actions brought under the United States Federal securities laws. If we did not waive immunity, it would not be possible to obtain a United States judgment in an action against Italy unless a court were to determine that we were not entitled under the Immunities Act to sovereign immunity with respect to the action.

Listing

Except as may otherwise be indicated in any prospectus supplement, application will be made to list each series of debt securities on the Luxembourg Stock Exchange and Euromot (Mercato Telematico Eurobbligazioni).

Definitions

Cross Series Amendment means an amendment involving (i) any series of debt securities or any agreement governing the issuance or administration of such series, and (ii) the debt securities of one or more other series or any agreement governing the issuance or administration of such other debt securities.

Cross Series Proposal means a proposal or matter for consideration affecting or concerning (i) any series of debt securities or any agreement governing the issuance or administration of such series, and (ii) one or more other series of debt securities or any agreement governing the issuance or administration of such other series of debt securities.

Encumbrance shall mean any mortgage, charge, pledge, lien or other arrangement creating security other than (a) any Encumbrance on goods or other assets provided to or acquired by Italy and securing a sum of Public External Indebtedness not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services; or (b) any Encumbrance securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Encumbrance applies only to (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties.

Index Linked Obligation means a debt security that provides for the payment of additional amounts linked to changes in a published index, but does not include a component part of an Index Linked Obligation that is no longer attached to that Index Linked Obligation.

Project Financing shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project.

Public External Indebtedness shall mean all indebtedness of Italy in the form of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or were intended to be quoted, listed or traded on any securities exchange or other securities market.

Reserved Matters are:

• change the due date for the payment of the principal, premium or any installment of interest on the outstanding debt securities of the series;

• reduce any amount, including any overdue amount, payable on the outstanding debt securities of the series;

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• change the method used to calculate any amount payable on the outstanding debt securities of the series;

• reduce the redemption price for the outstanding debt securities or change any date on which the outstanding debt securities may be redeemed;

• change the currency in which interest, premium or principal will be paid or the places at which interest, premium or principal of the outstanding debt securities of the series is payable;

• impose any condition on or otherwise modify our obligations to make payments on the outstanding debt securities;

• except as permitted by any related guarantee, release any guarantee issued in relation on the outstanding debt securities or change the terms of that guarantee;

• except as permitted by any related security agreement, release any collateral that is pledged or charged as security for the payment on the outstanding debt securities or change the terms on which that collateral is pledged or charged;

• change any payment related circumstance under which the outstanding debt securities may be declared due and payable prior to their stated maturity;

• change the seniority or ranking of the outstanding debt securities;

• change the governing law provision of outstanding debt securities of the series;

• change the courts to the jurisdiction of which we have submitted, our obligation under the fiscal agency agreement or the terms and conditions of the debt securities of the series to appoint and maintain an agent for service of process or our waiver of immunity in respect of actions or proceedings brought by any holder based upon a debt security of the series;

• change the principal amount of outstanding debt securities or, in the case of a Cross Series Amendment and/or Cross Series Proposal, the principal amount of outstanding debt securities of any other series required to approve a proposed amendment in relation to the outstanding debt securities, the principal amount of outstanding debt securities required for a quorum to be present, or the rules for determining whether a debt security is outstanding for these purposes; or

• change the definition of Reserved Matters.

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DESCRIPTION OF WARRANTS

The following is a brief summary of the terms and conditions of the warrants, which we may issue from time to time, and the warrant agreement, which governs the warrants. We have filed or will file copies of the forms of warrants and the form of the warrant agreement as exhibits to our Registration Statement or an amendment to our Annual Report. Because this is only a summary, you should read the form of warrant and the warrant agreement in their entirety.

General

We may issue warrants for the purchase of debt securities, either together with debt securities offered by any prospectus supplement or separately. We will issue each series of warrants under a warrant agreement which we will enter into with a bank or trust company, as warrant agent. We will set out the terms of the warrants in the prospectus supplement relating to a particular issue of warrants. The prospectus supplement relating to a series of warrants will set forth:

• the terms of the debt securities, which you may purchase upon exercise of the warrants;

• the principal amount of debt securities, which you may purchase upon exercise of one warrant;

• the exercise price of each warrant;

• the procedures for, and conditions to, exercising a warrant and for purchasing debt securities;

• the dates on which the right to exercise the warrants shall commence and expire;

• whether and under what conditions we may terminate or cancel the warrants;

• the date, if any, on and after which the warrants and the related debt securities will be separately transferable;

• whether the warrants represented by warrant certificates will be issued in registered or bearer form;

• whether warrants issued in registered or bearer form will be exchangeable between forms, and, if registered, where they may be transferred and registered; and

• other specific provisions.

Governing Law; Consent to Service

The warrants will be governed by and construed in accordance with the laws of the State of New York. Matters required to be governed by the laws of Italy, including authorization and execution, will be governed by the laws of Italy. We will appoint a warrant agent as our authorized agent in the United States. Process may be served on the warrant agent in any action arising out of or based on the warrants which may be instituted in any State or Federal court in The City of New York by the holder of any warrant. We will irrevocably waive to the fullest extent permitted by Italian law any immunity from jurisdiction (but not from execution or attachment or process in the nature thereof) to which we might otherwise be entitled in any action arising out of or based on the warrants which may be instituted by the holder of any warrant in any State or Federal court in The City of New York. We also waive immunity to the fullest extent permitted by Italian law from jurisdiction (but not from execution or attachment or process in the nature thereof) in any competent court in the Republic of Italy. The appointment of an authorized agent and the waiver of immunity does not include actions brought under the United States Federal securities laws. If we had not waived immunity, it would not be possible to obtain a United States judgment in an action arising out of the warrants against us unless a court were to determine that we were not entitled under the Immunities Act to sovereign immunity with respect to the action.

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TAXATION

United States Tax Considerations

Issuances of Debt Securities

The following discussion is based on the Internal Revenue Code of 1986, as amended, existing and proposed Treasury Regulations, revenue rulings, administrative interpretations and judicial decisions (all as currently in effect and all of which are subject to change, possibly retroactively). Except as specifically set forth herein, this summary only addresses U.S. holders (as defined below) who acquire debt securities at their issue price as part of their initial distribution and who hold debt securities as capital assets. This summary does not discuss all of the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special tax rules, such as insurance companies, banking and other financial institutions, real estate investment trusts, regulated investment companies, dealers in securities or foreign currencies, traders in securities or commodities that elect mark-to-market treatment, persons that are, or that hold debt securities through, partnerships or other pass-through entities, tax-exempt investors, persons holding debt securities as part of a hedging transaction, “straddle”, conversion transaction or other integrated transaction or U.S. holders whose “functional currency” is not the U.S. dollar. Persons considering the purchase of debt securities should consult with their own tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

U.S. Holders. As used herein, the term “U.S. holder” means an initial purchaser of a debt security who is a beneficial owner of a debt security and who is for U.S. federal income tax purposes:

• a citizen or individual resident of the U.S.;

• a corporation created or organized in or under the laws of the U.S., any state therein or the District of Columbia;

• an estate all of the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if:

• a court within the U.S. is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust; or

• a valid election is in effect under applicable U.S. Treasury Regulations for the trust to be treated as a U.S. person.

U.S. holders generally will be taxable upon receipt or accrual of interest and original issue discount, if any, on debt securities and upon gains realized upon disposition of debt securities. We will describe in the prospectus supplement any special U.S. federal income tax considerations which apply to debt securities issued in a currency other than U.S. dollars or issued with original issue discount, and any limitations on sales of debt securities in bearer form.

Non-U.S. Holders. As used herein, the term “non-U.S. holder” means an initial purchaser of a debt security who is a beneficial owner of a debt security and who is for U.S. federal income tax purposes:

• a non-resident alien individual;

• a corporation created or organized under the laws of a jurisdiction other than the U.S., any state therein or the District of Columbia;

• an estate the income of which, from sources without the U.S. which is not effectively connected with the conduct of a trade or business within the U.S., is not includable in gross income for U.S. federal income tax purposes; or

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• any trust unless:

• a court within the U.S. is able to exercise primary supervision over the administration of the trust; and

• one or more U.S. persons have the authority to control all substantial decisions of the trust.

Subject to the discussion below concerning information reporting and backup withholding, generally a non-U.S. holder will not be subject to U.S. federal income tax on payments of interest on, or on any gain on the sale of, a debt security, unless such holder held the debt security in connection with a U.S. trade or business carried on by such holder, or in the case of the sale of debt securities by a non-U.S. holder who is an individual, such individual was present in the U.S. for 183 days or more during the taxable year in which such gain is realized and certain other requirements are met.

Information Reporting and Backup Withholding. Under current U.S. federal income tax law, as will be described further in the prospectus supplement, generally payments of interest made to, and the proceeds of sales before maturity by, certain U.S. holders will be subject to information reporting and a “back-up” withholding tax, if such persons fail to supply correct taxpayer identification numbers and certain other information in the required manner. Payments of interest received by non-U.S. holders generally would be exempt from these reporting requirements, but such non-U.S. holders may be required to comply with certification and identification procedures in order to prove their exemption from the reporting requirements and from backup withholding with respect to payments of interest.

The payment of proceeds of the disposition of debt securities by a holder to or through the U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the holder either certifies its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption. Information reporting (but not backup withholding) may apply to such a holder who sells a beneficial interest in debt securities through a non-U.S. branch of a U.S. broker, or through a non-U.S. office of a U.S. person, unless the holder establishes an exemption or the broker has documentary evidence in its files of the holder’s status as a non-U.S. holder.

The U.S. federal income tax consequences of the acquisition, ownership and disposition of each issuance of debt securities under this Prospectus will be further described in the relevant prospectus supplement.

Issuances of Warrants

We will set forth in the relevant prospectus supplement information with respect to the United States tax consequences of the issuance, purchase, exercise and expiration of warrants. This information will include possible original issue discount on debt securities issued with Warrants.

Italian Tax Considerations

Issuances of Debt Securities

Under existing Italian law, all payments of principal and interest on the debt securities, issued outside of Italy, will be exempt from any Italian taxes so long as the beneficial owner of the debt security is not resident in Italy.

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PLAN OF DISTRIBUTION

We may sell securities to or through underwriters. We may also sell securities directly to other purchasers or through agents. These firms may also act as agents. Only agents or underwriters named in the prospectus supplement are deemed to be agents or underwriters in connection with the securities offered by the prospectus supplement.

The securities may be distributed from time to time in one or more transactions:

• at a fixed price or prices, which we may change;

• at market prices prevailing at the time of sale;

• at prices related to prevailing market prices; or

• at negotiated prices.

In connection with the sale of securities, we may pay compensation to underwriters. Underwriters who act as agents for purchasers of securities may also receive compensation from the purchasers in the form of discounts, concessions or commissions. Underwriters may sell securities to or through dealers. The dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters under the U.S. Securities Act of 1933. Any discount or commissions received by underwriters, dealers and agents from us and any profit on the resale of securities by them may be deemed to be underwriting discounts and commissions. We will identify any underwriter or agent, and describe any compensation received from us in the prospectus supplement.

The securities will be a new issue of securities with no established trading market. Underwriters and agents that we sell securities to for public offering and sale may make a market in the securities. However, the underwriters and agents will not be obligated to make a market in the securities and may discontinue any market making at any time without notice. We cannot assure you that there will be a liquid trading market for the securities.

We may offer securities to present holders of other securities that we have issued, as consideration for our purchase or exchange of those other securities. This offer may be in connection with a publicly announced tender, exchange or other offer for those securities or in privately negotiated transactions, and may be in addition to or in lieu of sales of securities directly or through underwriters or agents. We will describe these arrangements in the prospectus supplement.

We may enter into agreements with underwriters, dealers and agents who participate in the distribution of securities. These agreements may entitle the underwriters, dealers and agents to indemnification by us against certain liabilities, including liabilities under the Securities Act.

We may authorize underwriters or other persons acting as our agents to solicit offers by institutions to purchase securities from us under contracts which provide for payment and delivery on a future date. We will describe these arrangements in the prospectus supplement. The underwriters may enter into these contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions. We must approve the institutions in all cases. The obligations of any purchaser under any of these contracts will be subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and other agents will not have any responsibility in connection with the validity or performance of these contracts.

Except as may otherwise be indicated in any prospectus supplement, the securities may be offered for sale in those jurisdictions in the United States, Europe and Asia where it is legal to make such offers.

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OFFICIAL STATEMENTS

Information included or incorporated by reference in this prospectus or any prospectus supplement, which is identified as being derived from a publication of Italy or one of its agencies or instrumentalities, is included in this prospectus or such prospectus supplement as a public official document of Italy. All other information in this prospectus and in the Registration Statement is included as a public official statement and has been reviewed by Dottoressa Maria Cannata, Director General of Direction II of the Department of Treasury of the Ministry of Economy and Finance of Italy, in her official capacity, and is included herein on her authority. Except as may otherwise be indicated in any prospectus supplement, all other information in such prospectus supplement will be included as a public official statement and will be reviewed by Dottoressa Cannata, in her official capacity, and will be included therein on her authority. With respect to matters of Italian law, see “Validity of the Securities”.

VALIDITY OF THE SECURITIES

Except as may otherwise be indicated in any prospectus supplement, the validity of each series of securities will be passed upon on behalf of Italy by the Legal Affairs Directorate of the Department of Treasury of the Ministry of Economy and Finance of Italy as to Italian law, and on behalf of the underwriters or agents by White & Case LLP, as to matters of New York and United States law. All statements with respect to matters of Italian law included or incorporated by reference in this prospectus have been passed upon on behalf of Italy by the Legal Affairs Directorate of the Department of Treasury of the Ministry of Economy and Finance of Italy and are made upon its authority. Certain legal matters will be passed upon for the underwriters as to United States law and Italian law by counsel to the underwriters named in the applicable prospectus supplement. From time to time, White & Case LLP may render legal advice to the Ministry of Economy and Finance of Italy.

AUTHORIZED REPRESENTATIVE

The Authorized Representative of Italy in the United States is the Honorable Claudio Bisogniero, Italian Ambassador to the United States, whose address is 3000 Whitehaven Street, N.W., Washington, D.C. 20008.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement that Italy filed with the U.S. Securities and Exchange Commission using a shelf registration process. This prospectus does not contain all of the information provided in the Registration Statement. For further information, you should refer to the Registration Statement.

Italy files annual reports and other information with the SEC relating to the securities. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. You may also read and copy these documents at the SEC’s public reference room in Washington, D.C. or at the SEC’s regional offices:

100 F Street, NE

Washington, D.C. 20549

3 World Financial Center, Suite 400

New York, NY 10281-1022

75 W. Jackson Boulevard, Suite 900

Chicago, IL 60604

Please call the SEC at 1-800-SEC-0330 for further information. In addition, the Commission maintains an Internet site that contains reports, statements and other information regarding issuers that file electronically with the Commission. The address of the Commission’s site is www.sec.gov.

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The Republic of Italy also maintains various Internet sites that contain detailed information regarding Italy and its government, economy and fiscal affairs. These Internet sites include: (i) www.tesoro.it (Ministry of Economy and Finance), (ii) www.bancaditalia.it (Bank of Italy) and (iii) www.istat.it (ISTAT).

The SEC allows Italy to incorporate by reference some information that Italy files with the SEC. Incorporated documents are considered part of this prospectus. Italy can disclose important information to you by referring you to those documents. Information that Italy later files with the SEC will update and supersede this incorporated information. The following documents are incorporated by reference in this prospectus and any accompanying prospectus supplement:

• Italy’s Annual Report on Form 18-K for the year ended December 31, 2010, as amended through Amendment No. 1 on Form 18-K/A, filed January 28, 2013; and

• each subsequent Annual Report on Form 18-K and any amendment on Form 18-K/A filed after the date of this prospectus and before all of the securities are sold.

Any person receiving a copy of this prospectus may obtain, without charge and upon request, a copy of any of the above documents, including any exhibits that are incorporated by reference in them. Requests for such documents should be directed to:

Director General of Public Debt

Ministry of Economy and Finance

Direzione II (Public Debt)

Via XX Septembre, 97

00187 Rome, Italy

Telephone: +3906 481 4985

Facsimile: +3906 481 4476

As long as any of the securities remain outstanding and are listed on the Luxembourg Stock Exchange, you may also obtain, free of charge, copies of Italy’s Annual Report on Form 18-K, this prospectus and any prospectus supplement or pricing supplement at the office of the paying agent for the securities in Luxembourg. Italy has initially appointed Banque Internationale à Luxembourg as its Luxembourg paying agent.

As long as any of the securities remain outstanding and are listed on the Luxembourg Stock Exchange, if there is a material change to the terms and conditions of the securities or in the economic affairs of Italy that is not reflected in any of the documents relating to the securities, Italy will amend the applicable prospectus supplement relating to the securities or incorporate new or updated documents in the manner discussed above.

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CROSS REFERENCE SHEET Between Schedule B of the Securities Act of 1933 and the Prospectus

Schedule B

Item	Heading of Prospectus
1.	Cover Page
2.	Use of Proceeds
3.	Description of the Securities*
4.	*
5.	*
6.	**
7.	Authorized Representative
8.	**
9.	**
10.	Plan of Distribution**
11.	*
12.	Validity of the Securities
13.	*
14.	***

* Additional information to be included in Italy’s Annual Report on Form 18-K filed or to be filed with the Commission, as amended from time to time and incorporated by reference herein.

** Additional information to be provided from time to time in prospectus supplements and pricing supplements to be delivered in connection with the offering of debt securities and/or warrants.

*** Additional information included in Part II to this Registration Statement or as an exhibit hereto or to be provided from time to time by one or more amendments to this Registration Statement.

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PART II

(As required by Items (11) and (14) of Schedule B of the Securities Act of 1933.)

I. The issuer hereby agrees to furnish copies of the opinions of the Legal Affairs Directorate of the Department of Treasury of the Ministry of Economy and Finance of the Republic of Italy, in respect of the legality of the Securities in post-effective amendments to this Registration Statement or in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

II. An itemized statement showing estimated expenses of Italy, other than underwriting discounts and commissions, in connection with the offering and sale of a particular issue of Securities will be provided in the post-effective amendment to the Registration Statement relating to such issue or in a report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

UNDERTAKINGS

Italy hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

provided, however, that Italy shall not be required to file a post-effective amendment otherwise required by clause (i) or clause (ii) above if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

(2) For the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment, that contains a form of prospectus, shall be deemed to be a new registration statement relating to the securities covered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of Italy’s annual report on Form 18-K or amendments thereto under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

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CONTENTS

This Registration Statement consists of:

(1) Facing sheet.

(2) Part I consisting of the Prospectus.

(3) Part II consisting of pages numbered II-1 to II-5.

(4) The following exhibits:

A. Fiscal Agency Agreement, dated as of January 29, 2013, between the Republic of Italy and Citibank, N.A., as Fiscal Agent, including forms of debt securities;

B. Form of Underwriting Agreement relating to the Debt Securities;

C. Consent of Dr. Maria Cannata, Director General of Directorate II of the Department of Treasury of the Ministry of Economy and Finance of the Republic of Italy;

D. Consent of White & Case LLP; and

E. Consent of the Legal Affairs Directorate of the Department of Treasury of the Ministry of Economy and Finance of the Republic of Italy.

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SIGNATURES

Of the Issuer:

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized in the City of Rome on January 29, 2013.

By:
	/s/ Dr. Maria Cannata
	Name:	Dr. Maria Cannata
	Title:	Director General
		Directorate II
		Department of Treasury
		Ministry of Economy and Finance

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Of the Duly Authorized representative in the United States:

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Republic of Italy, has signed this Registration Statement in Washington D.C. on January 29, 2013.

By:
	/s/ Claudio Bisogniero
	Name:	Claudio Bisogniero
	Title:	Ambassador
		Embassy of Italy in the United States
		Authorized Representative in the United States

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INDEX TO EXHIBITS

Exhibit No.	Description
A.	Fiscal Agency Agreement, dated as of January 29, 2013, between the Republic of Italy and Citibank, N.A., as Fiscal Agent, including forms of debt securities;
B.	Form of Underwriting Agreement relating to the Debt Securities;
C.	Consent of Dr. Maria Cannata, Director General Directorate II of the Department of Treasury of the Ministry of Economy and Finance of the Republic of Italy;
D.	Consent of White & Case LLP; and
E.	Consent of the Legal Affairs Directorate of the Department of Treasury of the Ministry of Economy and Finance of the Republic of Italy.

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EX-99.A

Exhibit A

FISCAL AGENCY AGREEMENT

Between

REPUBLIC OF ITALY

and

CITIBANK, N.A.

Fiscal Agent

Dated as of January 29, 2013

DEBT SECURITIES

TABLE OF CONTENTS

			Page
1.	Securities Issuable in Series			1
	(a)	General		1
	(b)	Authorization		1
	(c)	Forms of Securities		3
	(d)	Temporary Securities		4
	(e)	(i) Originally Issued Bearer Securities		5
	(e)	(ii) Temporary Bearer Global Securities		5
	(f)	(i) U.S. Book-Entry Provisions		7
	(f)	(ii) Offshore Book-Entry Provisions		7
	(g)	Legends		8
2.	Fiscal Agent; Other Agents			8
3.	Authentication			9
4.	Payment and Cancellation			10
	(a)	Payment		10
	(b)	Withholding; Payment of Additional Amounts		11
	(c)	Duties of Exchange Agent		12
	(d)	Cancellation		13
	(e)	References to include Additional Amounts		13
5.	Exchange of Securities			13
	(a)	General		13
	(b)	(i) Definitive Registered Global Securities Deposited with DTC		14
	(b)	(ii) Definitive Registered Global Securities Deposited with a Common Depositary		15
	(c)	Definitive Bearer Global Securities		15
6.	Register			16
7.	Sinking Fund and Optional Redemption			16
8.	Conditions of Fiscal Agent’s Obligations			17
	(a)	Compensation and Indemnity		17
	(b)	Agency		18
	(c)	Advice of Counsel		18
	(d)	Opinion of Counsel		18
	(e)	Reliance		19
	(f)	Interest in Securities etc		19
	(g)	Non-Liability for Interest		19
	(h)	Certifications		19
	(i)	No Implied Obligations		19
	(j)	Location of Agents and Register		19
9.	Resignation and Appointment of Successor			20
	(a)	Fiscal Agent and Paying Agent		20

	(b)	Resignation	20
	(c)	Successors	20
	(d)	Acknowledgment	21
	(e)	Merger, Consolidation, etc	21
	(f)	Separate Fiscal Agents	21
10.	Payment of Taxes		21
11.	Meetings and Amendments		22
	(a)	Calling of Meeting	22
	(b)	Manifest Error, Technical Amendments	22
	(c)	Form of Proposed Amendments	22
	(d)	Notations	22
12.	Indemnity by the Fiscal Agent		22
13.	Governing Law		23
14.	Notices		23
15.	Consent to Service; Jurisdiction		23
16.	Whole Agreement		24
17.	Headings		24
18.	Counterparts		24

SCHEDULES
Schedule 1	-	Provisions for Meetings of Holders
LIST OF EXHIBITS
Exhibit A	-	Form of Registered Security
Exhibit B	-	Form of Bearer Security
Exhibit C	-	Form of Temporary Bearer Global Security
Exhibit D	-	Form of Global DTC Security
Exhibit E	-	Form of Global International Security
Exhibit F	-	Form of Certificate of Beneficial Ownership
Exhibit G	-	Form of Certificate to be given by the Euroclear Operator or Clearstream

THIS FISCAL AGENCY AGREEMENT, dated as of January 29, 2013 (the “Fiscal Agency Agreement”) is entered into between the REPUBLIC OF ITALY (the “Issuer” or “Italy”), and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Fiscal Agent.

1. Securities Issuable in Series.

(a) General. Italy may issue its notes, bonds, debentures and/or other unsecured evidences of indebtedness (the “Securities”) in separate series from time to time (each such series of Securities being hereinafter referred to as a “Series” or the “Securities of a Series”). All Securities will be unsecured (subject to the provisions in the Securities providing for the securing of such obligations in the event certain other obligations of Italy are secured), direct, unconditional and general obligations of Italy for money borrowed and each Series will rank pari passu with each other Series and with all other unsecured and unsubordinated general obligations of Italy for money borrowed, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. The full faith and credit of Italy will be pledged for the due and punctual payment of all Securities and for the due and timely performance of all obligations of Italy in respect thereof. The aggregate principal amount of the Securities of all Series which may be authenticated and delivered under this Agreement and which may be outstanding at any time is not limited by this Agreement.

(b) Authorization. The Securities of a Series delivered to the Fiscal Agent (as defined in Section 2 hereof) for authentication on original issuance pursuant to Section 3 hereof shall be authorized by Italy in a certificate (the “Authorization”) executed by the Director General of the Ministry of Economy and Finance, or his successor, or such other official of Italy as may be set forth in a prior Authorization executed by the Director General of the Ministry of Economy and Finance or his successor and shall establish and, subject to Section 3 hereof, shall set forth or prescribe the manner for determining:

(i) Designation: the designation of the Securities of such Series (which shall distinguish the Securities of such Series from all other Series);

(ii) Aggregate Principal Amount: any limit upon the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series);

(iii) Registered/Bearer Form: whether the Securities of such Series shall be in registered form without interest coupons or in bearer form with or without interest coupons, or both, and the terms upon which Securities of such Series in one form may be exchanged for Securities of such Series in another form, if at all;

(iv) Temporary Global Securities: whether Securities of such Series in registered form and/or bearer form shall initially be represented by a temporary global Security, any date, or the manner of determination of any date, prior to which interests in any such temporary global Security may not be exchanged for definitive Securities of such Series (each an “Exchange Date”) and the extent to which and the manner in which any interest on such temporary global Security may be paid;

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(v) Book Entry: whether the definitive Securities of such Series in registered form and/or bearer form shall be represented by one or more definitive global Securities to be deposited with a depositary, and the terms upon which such definitive global Securities may be exchanged for Securities of such Series not in global form, if at all;

(vi) Payment Dates, etc.: the date or dates on which the principal of (and premium, if any, on) the Securities of such Series is payable and the record dates, if any, for the determination of holders of the Securities of such Series to whom such principal (and premium, if any) is payable;

(vii) Interest Rates, etc.: the rate or rates at which the Securities of such Series shall bear interest, if any, or the manner in which such rate or rates will be determined (including any provisions for the increase or decrease of such rate or rates upon the occurrence of specified events), the date or dates from which any such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates, if any, for the determination of holders of the Securities of such Series to whom any such interest is payable;

(viii) Payment Places: the place or places where the principal of (and premium, if any) and any interest on the Securities of such Series is payable, where any Securities of such Series in registered form may be surrendered for registration of transfer, where Securities of such Series may be surrendered for exchange and where notices and demands to or upon the Issuer in request of the Securities of such Series may be served;

(ix) Optional Redemption Features: the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series may be redeemed, whether in whole or in part, at the option of the Issuer or otherwise;

(x) Service Redemption Features: the obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay Securities of such Series pursuant to any sinking fund or analogous provisions or at the option of the holder thereof and the price or prices at which, the period or periods within which (or the manner in which such price or prices or period or periods will be determined) and the terms and conditions upon which Securities of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(xi) Denomination: the denomination or the denominations in which Securities of such Series shall be issuable and transferable or exchangeable;

(xii) Covenants: all covenants or agreements of the Issuer and any events which give rise to the right of the holder of a Security of such Series to accelerate the maturity of such Security;

(xiii) Special Principal Repayment Features: if other than all of the principal amount thereof, the portion of the principal amount of Securities of such Series which shall be payable upon such acceleration of maturity, or otherwise, or the manner in which such portion will be determined;

(xiv) Foreign Currency Features: the coin or currency or composite currency in which principal of (and premium, if any) and any interest are payable, or the manner in which such coin, currency or composite currency will be determined; and if the

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principal of (or premium, if any) or interest on the Securities of such Series are to be payable, at the election of the Issuer or a holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of (or premium, if any) or interest on Securities of such Series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;

(xv) Index Features: if the amount of payments of principal of (or premium, if any) or interest on Securities of such Series may be determined by reference to an index, the manner in which such amounts will be determined;

(xvi) Special Payment Features: the person to whom any interest on any registered Security of such Series shall be payable if other than the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the record date for such interest and the manner in which, or the person to whom, any interest on any bearer Security of such Series shall be payable if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature;

(xvii) Additional Amounts: the obligation, if any, of the Issuer to pay additional amounts in respect of principal of (and premium, if any) and any interest on Securities of such Series, and the circumstances under which any such obligation shall arise;

(xviii) Legends: whether any legends shall be stamped or imprinted on all or a portion of the Securities of such Series, and the terms and conditions upon which any such legends may be removed;

(xix) Certifications: whether any certifications by purchasers or holders of the Securities of such Series should be required, and the form thereof if other than in substantially the form of Exhibits F or G hereto;

(xx) Other Terms: any other terms of the Securities of such Series; and

(xxi) Form of Securities: the form of the Securities of such Series if other than in substantially the form of Exhibits A, B, C, D and/or E hereto.

The Authorization shall be delivered to the Fiscal Agent and copies thereof shall be held on file and available for inspection at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York, and in the offices of any Paying Agents (as referred to below) for the Securities of the Series to which the Authorization relates.

Securities may be issuable pursuant to warrants (if so provided in the text of such Securities) and the Fiscal Agent may act as warrant agent or in any similar capacity in connection therewith.

(c) Forms of Securities. The Securities of a Series to be issued in registered form without coupons (“registered Securities”) will be issuable in substantially the form of Exhibit A or, in the case of registered securities issued in global form, Exhibit D and E hereto, or such other form as shall be established pursuant to

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the Authorization and in the denominations specified in the Authorization. The Securities of a Series, if any, to be issued in bearer form, with or without interest coupons attached (“bearer Securities”), will be issuable in substantially the form of Exhibit B hereto or such other form as shall be established pursuant to the Authorization and the denominations specified in the Authorization. In this Agreement, (i) Securities which are not in temporary form are referred to as “definitive Securities” (unless such securities are in global form, in which case they are referred to as “definitive global securities”) and Securities which are in temporary form are referred to as “temporary Securities”, (ii) registered Securities which are not in temporary form are referred to as “definitive registered Securities” (unless such Securities are in global form, in which case they are referred to as “definitive registered global Securities”) and registered Securities which are in temporary form are referred to as “temporary registered Securities” (unless such Securities are in global form, in which case they are referred to as “temporary registered global Securities”) and (iii) bearer Securities which are not in temporary form are referred to as “definitive bearer Securities” (unless such Securities are in global form, in which case they are referred to as “definitive bearer global Securities”) and bearer Securities which are in temporary form are referred to as “temporary bearer Securities” (unless such Securities are in global form, in which case they are referred to as “temporary bearer global Securities”).

All Securities shall be executed manually or in facsimile on behalf of the Issuer by such official or officials of Italy as shall have been authorized by the Authorization (the “Authorized Officers”), notwithstanding that such official or officials, or any of them, shall have ceased, for any reason, to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of any such Security. The Securities of a Series may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of the Authorization, and may have such letters, numbers or other marks of identification and such legends or endorsements not referred to in the Authorization placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by the Authorized Officers executing such Securities, as conclusively evidenced by their execution of such Securities. All Securities of a particular Series shall be otherwise substantially identical except as to denomination and as provided herein or in the Authorization.

(d) Temporary Securities. Until definitive Securities of a Series are prepared, the Issuer may (and, if the Authorization so requires, the Issuer shall) execute, and there shall be authenticated and delivered in accordance with the provisions of Section 3 hereof (in lieu of definitive printed Securities of such Series), temporary Securities of such Series. Such temporary Securities may be in global form; provided, however, that any temporary Security in global form shall be in registered form unless delivered in compliance with the conditions set forth in Section 1(e) hereof. Such temporary Securities of a Series shall be subject to the same limitations and conditions and entitled to the same rights and benefits as definitive Securities of such Series, except as provided herein or therein. Unless otherwise provided herein or therein, temporary Securities of a Series shall be exchangeable for definitive Securities of such Series when such definitive Securities are available for delivery; and upon the surrender for exchange of temporary Securities of a Series which are so exchangeable, the Issuer shall execute and there shall be authenticated and delivered, in accordance with the provisions of Sections 5 and 6 hereof, in exchange for such temporary Securities of a Series, a like aggregate principal amount of definitive Securities (provided that

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such Securities have not been previously redeemed) of such Series of like tenor. The Issuer shall pay all charges, including stamp and other taxes and governmental charges, incident to any exchange of temporary Securities for definitive Securities. All temporary Securities shall be identified as such and shall describe the right of the holder thereof to effect an exchange for definitive Securities and the manner in which such an exchange may be effected.

(e) (i) Originally Issued Bearer Securities. This Section 1(e)(i) shall apply only to definitive bearer Securities, temporary bearer Securities and definitive bearer global Securities which are originally issued at the time of sale thereof.

The Issuer shall not deliver for original issuance at the time of sale thereof any definitive bearer Security, temporary bearer Security or definitive bearer global Security of any Series to the person entitled to physical delivery thereof (other than a common depositary or its nominee (the “Common Depositary”) for the benefit of the operator of the Euroclear system (“Euroclear”) or Clearstream Banking S.A. (“Clearstream”)) except upon delivery by such person to the Issuer of a certificate in substantially the form set forth in Exhibit F hereto and where the person entitled to physical delivery of such Securities is Euroclear or Clearstream, only upon delivery to the Issuer of a certificate substantially in the Form set forth in Exhibit G hereto. Notwithstanding any other provision hereof or the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered to any location within the United States in connection with their sale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)).

(e) (ii) Temporary Bearer Global Securities. This Section 1(e)(ii) shall apply only to temporary bearer global Securities of a Series delivered to the Common Depositary for Euroclear or Clearstream, except as otherwise may be provided in the Authorization, relating to such Series.

If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C hereto or such other form as shall be established pursuant to the Authorization. The temporary bearer global Security of a Series will be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, in the form of one or more definitive bearer global Securities or definitive registered global Securities, or any combination thereof specified or contemplated by the Authorization. The term “Securities of a Series” as used herein includes any temporary bearer global Security of such Series.

Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security to the Common Depositary for the benefit of Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of Euroclear and Clearstream (or to such other accounts as they may direct).

Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof, when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in substantially the form set forth in Exhibit F hereto, copies

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of which certificate shall be available at the offices of Euroclear, Clearstream and the Fiscal Agent. If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date. Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of the Fiscal Agent. Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) to a location within the United States.

On or after the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on or after the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary to the Fiscal Agent outside the United States, as the Issuer’s agent, for purposes of the exchange of Securities described below. In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver such definitive Securities to the Common Depositary for the benefit of Euroclear and Clearstream for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of Euroclear and Clearstream (or to such other accounts as they may direct), but only upon delivery by Euroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit G hereto. In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of Euroclear or Clearstream, acting on behalf of beneficial owners of Securities, the Fiscal Agent shall authenticate and deliver to Euroclear or Clearstream, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by Euroclear and Clearstream, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit G hereto.

Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that neither Euroclear nor Clearstream nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence. Beneficial owners of the temporary bearer global Security of such Series, and Euroclear or Clearstream on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to

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Euroclear or Clearstream, as the case may be, of a certificate substantially in the form set forth in Exhibit F hereto and delivery by Euroclear or Clearstream to the Fiscal Agent of a certificate substantially in the form set in Exhibit G thereto.

(f) (i) U.S. Book-Entry Provisions. This Section 1(f)(i) shall apply only to definitive registered global Securities of a Series deposited with a custodian for the benefit of the Depository Trust Company (“DTC”) or its nominee, except as may otherwise be provided in the Authorization.

If the Issuer shall establish in the Authorization that the registered Securities of a Series are to be issued in whole or in part in the form of one or more definitive registered global Securities deposited with or on behalf of DTC, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(i) the Authorization with respect to such Series, authenticate and deliver one or more definitive registered global Securities that (i) shall be registered in the name of DTC for such global Security or Securities or the nominee of DTC, (ii) shall be delivered by the Fiscal Agent to DTC or pursuant to DTC’s instruction and (iii) except as otherwise provided in the Authorization, shall bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY 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. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., 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 & CO., HAS AN INTEREST HEREIN”.

Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Fiscal Agency Agreement with respect to any definitive registered global Security held on their behalf by DTC or its nominee, and DTC may be treated by the Issuer, the Fiscal Agent, and any agent of the Issuer or the Fiscal Agent as the owner of such definitive registered global security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the Issuer or the Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.

(f) (ii) Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive global Securities of a Series delivered to the Common Depositary for the benefit of Euroclear and Clearstream, except as may otherwise be provided in the Authorization.

If the Issuer shall establish in the Authorization that the Securities of a Series are to be issued in whole or in part in the form of one or more definitive global Securities deposited with or on behalf of a Common Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(ii) and the Authorization with respect to such Series, authenticate and deliver one or more definitive global Securities that shall be delivered by the Fiscal Agent to such Common Depositary or its nominees or pursuant to such Common Depositary’s instruction.

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The provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to definitive global Securities of a Series delivered to the Common Depositary for the benefit of Euroclear and Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Fiscal Agency Agreement with respect to any such definitive bearer global Securities delivered to the Common Depositary for the benefit of Euroclear and Clearstream for credit to the respective accounts of such account holders or participants, and such Common Depositary may be treated by the Issuer, the Fiscal Agent, and any agent of the Issuer or the Fiscal Agent as the sole owner or holder of any such definitive global Securities for the purposes of receiving payment on the Securities, receiving notices and for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the Issuer or the Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security. The Common Depositary may grant proxies and otherwise authorize any person, including Euroclear and Clearstream and beneficial owners of the Securities, to take any action which a holder is entitled to take under this Fiscal Agency Agreement or the Securities.

(g) Legends. Securities of a Series shall be stamped or otherwise be imprinted with such legends, if any, as are provided in the Authorization or pursuant to Section 1(c) hereof. Any legends so provided may be removed as provided in the Authorization or pursuant to Section 1(c) hereof.

2. Fiscal Agent; Other Agents.

The Issuer hereby appoints Citibank, N.A., having a corporate trust office at 13th Floor, Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom, as Fiscal Agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. hereby accepts such appointment. Citibank, N.A., and any successor or successors as such Fiscal Agent qualified and appointed in accordance with Section 9 hereof, are herein called the “Fiscal Agent”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof.

The Issuer may, at its discretion, appoint one or more agents (a “Paying Agent” or “Paying Agents”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities of a Series, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on the Luxembourg Stock Exchange or the London Stock Exchange plc, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in Luxembourg or London, as the case may be; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be, and initially shall be, the Fiscal Agent). The duties and obligations of each such Agent shall be several and not joint. The Issuer shall promptly

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notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9 hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series.

In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given as provided in the text of the Securities of such Series.

3. Authentication.

The Fiscal Agent is authorized, upon receipt of Securities of a Series duly executed on behalf of the Issuer for the purposes of the original issuance of Securities of such Series, (i) to authenticate the said Securities in an aggregate principal amount not in excess of the aggregate principal amount specified in the text of the Securities in accordance with the written order or orders of the Issuer signed on its behalf by any person authorized by or pursuant to the Authorization and (ii) thereafter to authenticate and deliver Securities of such Series in accordance with the provisions therein or hereinafter set forth.

Notwithstanding the provisions of Section 1(b) and of the preceding paragraph, if all Securities of a Series are not to be originally issued at one time, it shall not be necessary to deliver the Authorization otherwise required pursuant to Section 1(b) or the order or orders otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such Series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such Series to be issued.

The Fiscal Agent may, with the consent of the Issuer, appoint by an instrument or instruments in writing one or more agents (which may include itself) for the authentication of Securities of a Series and, with such consent, vary or terminate any such appointment upon written notice and approve any change in the office through which any authenticating agent acts. The Issuer (by written notice to the Fiscal Agent and the authenticating agent whose appointment is to be terminated) may also terminate any such appointment at any time. The Fiscal Agent hereby agrees to solicit written acceptances from the entities concerned (in form and substance satisfactory to the Issuer) of such appointments. In its acceptance of such appointment, each such authenticating agent shall agree to act as an authenticating agent pursuant to the terms and conditions of this Agreement.

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4. Payment and Cancellation.

(a) Payment. (i) Subject to the following provisions, the Issuer shall provide to the Fiscal Agent in funds available on or prior to each date on which a payment of principal of (or premium, if any) or any interest on the Securities of a Series shall become due, as set forth in the text of the Securities of such Series, such amount in such coin or currency as is necessary to make such payment to the Fiscal Agent’s designated account and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the principal of (and premium, if any) and any interest, as the case may be, on the Securities of such Series as set forth herein and in the text of said Securities.

(ii) Upon receipt, before 10.00 a.m. (London time) on the fifth local banking day before the date on which a payment of principal of (or premium, if any) or any interest on the Securities of a Series shall become due, of instructions by the Fiscal Agent confirming the exact amount to be paid,] Italy shall, before 10.00 a.m. (London time) on the second local banking day before the due date of such payment, confirm to the Fiscal Agent that it has given irrevocable instructions for the transfer of the relevant funds on or prior to the due date to the Fiscal Agent and the name and the account of the bank through which such payment is being made. The Fiscal Agent shall not be obliged (but shall be entitled) to make payment until it is able to establish that (whether or not at the time) the full amount of the relevant payment due to it hereunder has been received. The Fiscal Agent shall arrange directly with any Paying Agent who may have been appointed by the Issuer pursuant to the provisions of Section 2 hereof for the payment from funds so paid by the Issuer of the principal of (and premium, if any) and any interest on the Securities of such Series as set forth herein and in the text of said Securities. Notwithstanding the foregoing, where the Authorization expressly so provides, the Issuer may provide directly to a Paying Agent funds for the payment of the principal thereof and premium and interest, if any, payable thereon under an agreement with respect to such funds containing substantially the same terms and conditions set forth in this Section 4(a) and in Section 8(b) hereof and shall so advise the Fiscal Agent; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent.

(iii) The Fiscal Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that no money held by the Fiscal Agent need be segregated except as required by law and are not subject to the UK FSA Client Money Rules. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required by any applicable law to be withheld or deducted.

(iv) Any interest on registered Securities of a Series shall be paid, unless otherwise provided in the text of the Securities of such Series, to the persons (the “registered owners”) in whose names such Securities are registered on the register maintained pursuant to Section 6 hereof at the close of business on the record dates designated in the text of the Securities of such Series. Principal of (and premium, if any, on) registered Securities of a Series shall be payable against surrender thereof at the corporate trust office of the Fiscal Agent and at the offices of such other Paying Agents as the Issuer shall have appointed pursuant to Section 2 hereof. Payments of principal of (and premium, if any, on) registered Securities of a Series shall be made against surrender of registered Securities of such Series, and payments of any interest on registered Securities of a Series shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or

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before the due date for such payment to the person entitled thereto at such person’s address appearing on the register of the Securities of such Series maintained pursuant to Section 6 hereof, or, in the case of payments of principal (and premium, if any), to such other address as the registered owner shall provide in writing at the time of such surrender; provided, however, that such payments may be made, in the case of a registered owner of global Securities, by transfer to an account denominated in the currency in which such payments are to be made maintained by the payee if such registered owner so elects by giving notice to the Fiscal Agent, not less than 15 days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the date of the payments to be obtained, of such election and of the account to which payment is to be made.

(v) Any interest on bearer Securities of a Series shall be payable by check upon surrender of any applicable coupon, and principal of (and premium, if any, on) bearer Securities of such Series shall be payable by check upon surrender of such Securities, at such offices or agencies of the Fiscal Agent or any Paying Agent outside the United States as the Issuer may from time to time designate, unless the Issuer shall have otherwise instructed the Fiscal Agent, or additionally or alternatively, in such other manner as may be set forth or provided for in the Securities of such Series. No such check which is mailed shall be mailed to an address in the United States nor shall any transfer made in lieu of payment by check be made to an account maintained by the payee with a bank in the United States. Neither the Fiscal Agent nor any Paying Agent shall, and the Issuer shall not instruct the Fiscal Agent or any Paying Agent to, make such payments on bearer Securities of a Series at an office or agency located in the United States unless such payments are to be made in U.S. dollars and payment of the full amount so payable at each office of the Fiscal Agent and of each Paying Agent outside the United States appointed and maintained by the Issuer in accordance with Section 2 hereof is illegal or effectively precluded by reason of the imposition of exchange controls or other similar restrictions on the full payment or receipt of such amount in U.S. dollars.

(vi) Interest on Securities of a Series in which the rate of interest is a fixed rate will be computed on a basis of a 360-day year of twelve 30-day months unless otherwise provided in the Authorization relating to Securities of such Series.

(b) Withholding; Payment of Additional Amounts. In respect of the Securities of each Series issued hereunder, at least 10 days prior to the first date of payment of interest (which, for purposes of this subsection (b), shall include accrued original issue discount) on the Securities of such Series and at least 10 days prior to each date, if any, of payment of principal (and premium, if any) or interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned certificate, the Issuer will furnish the Fiscal Agent and each other Paying Agent with a certificate of Authorized Officers instructing the Fiscal Agent and each other Paying Agent whether such payment of principal of (and premium, if any) or any interest on such Securities shall be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the amount, if any, required to be withheld on such payment to holders of such Securities or coupons, and the Issuer will pay or cause to be paid to the Fiscal Agent (or, if applicable, directly to a Paying Agent or Agents) additional amounts, if any, required by the terms of such Securities to be paid. No additional amounts shall be paid or caused to be paid by the Issuer to the Fiscal Agent (or, if applicable, directly to a Paying Agent or Agents), if a tax applied by a Member State of the European Union by way of withholding, deduction or

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otherwise is imposed on a payment of principal of (and premium, if any) or any interest on such Securities 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 November 26-27, 2000, or pursuant to any law implementing or complying with, or introduced in order to conform to, such Directive, or if the holder of such Securities would have been able to avoid such withholding or deduction by presenting such Securities for payment to another Paying Agent in a Member State of the European Union. The Issuer agrees to indemnify the Fiscal Agent and each other Paying Agent for, and to hold them harmless against any loss, liability or documented expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any certificate furnished pursuant hereto.

(c) Duties of Exchange Agent. This Section 4(c) shall apply only to definitive registered global Securities deposited with DTC pursuant to Section 1(f)(i). If payment of the principal of (or premium, if any) or interest on Securities of a Series is to be made in a currency other than the U.S. dollar (the “Foreign Currency”) and the Fiscal Agent is acting as exchange agent (the “Exchange Agent”), the Exchange Agent shall:

(i) accept the Foreign Currency by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal (or premium, if any) due on any payment date on Securities held by DTC on the record date. The Exchange Agent shall be advised by DTC if any beneficial holders of the Securities of such Series held by DTC have elected to receive payment in Foreign Currency and, if so, the amount of Securities of such Series held by such holders and the accounts to which such payments in Foreign Currency are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Foreign Currency amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to DTC on the payment date; and

(ii) at or prior to 11:00 a.m., New York City time, on the day which is two New York City business days (as defined below) preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount (as defined below) of Foreign Currency and at the Specified Rate (as defined below) for settlement on such payment date. If an exchange bid quotation is not available from the Exchange Agent, the Exchange Agent will obtain a bid quotation from a leading foreign exchange bank in The City of New York selected by the Exchange Agent after consultation with the Issuer. In the event that no bid quotation from a leading foreign exchange bank in The City of New York selected by the Exchange Agent is available or the Exchange Agent is unable to convert the Foreign Currency into U.S. dollars, the Exchange Agent will notify DTC that the entire payment is to be made in Foreign Currency. “Specified Amount” shall mean the aggregate amount of Foreign Currency payable to all holders holding Securities of such Series through participants of DTC that have not elected to receive payments in Foreign Currency. “Specified Rate” shall mean the Exchange Agent’s in-house mid-market agency rate for the conversion of Foreign Currency (in an amount similar to the Specified Amount) to U.S. dollars. If the payment date is not a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign currencies) in each of London and New York City, delivery of the U.S. dollars will occur on the next succeeding day that is such a business day. In this sub-clause (ii), the term “New York City business

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day” shall mean any day on which commercial banks and foreign exchange markets settle payments in New York City.

(d) Cancellation. All Securities, together with all coupons thereto appertaining, delivered to the Fiscal Agent (or any other Agent appointed by the Issuer pursuant to Section 2 hereof) for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment as herein or in the Securities provided and all coupons paid through the application of interest installments (other than Securities and coupons delivered to the Fiscal Agent), shall be cancelled and forwarded to the Fiscal Agent by the Agent to which they are delivered. All such Securities and coupons shall be destroyed by the Fiscal Agent or such other person as may be jointly designated by the Issuer and the Fiscal Agent, which shall thereupon furnish certificates of such destruction to the Issuer.

(e) References to include Additional Amounts. All references in this Agreement to principal, premium and interest in respect of Securities of a Series shall, unless the context otherwise requires, be deemed to mean and include all additional amounts, if any, payable in respect thereof as set forth herein or in the text of the Securities of such Series.

5. Exchange of Securities.

(a) General. The Fiscal Agent or its agent duly authorized by the Fiscal Agent, is hereby authorized from time to time in accordance with the provisions of the Securities and of this Section to authenticate and deliver:

(i) Securities of a Series in exchange for or in lieu of Securities of such Series of like tenor and of like form which become mutilated, destroyed, stolen or lost;

(ii) registered Securities of a Series of authorized denominations in exchange for a like aggregate principal amount of registered Securities of such Series of like tenor and of like form;

(iii) if bearer Securities of a Series are authorized to be issued, registered Securities of such Series in exchange for a like aggregate principal amount of bearer Securities of such Series of like tenor and of like form;

(iv) if Securities of a Series are subject to partial redemption, Securities of a Series of authorized denominations in exchange for the unredeemed portion of any Securities of such Series redeemed in part only; and

(v) if specifically so provided by the provisions of the Securities of a Series, Securities of such Series in exchange for Securities of another Series;

provided, however, that any definitive registered global Security shall be exchangeable only as provided in Sections 5(a)(i), 5(a)(iv) and 5(b) and any definitive bearer global Securities delivered to a Common Depositary shall be exchangeable only as provided in Sections 5(a)(i), 5(a)(iv) and 5(b).

Bearer Securities may not be issued in exchange for registered Securities. All bearer Securities of a Series surrendered for exchange for other Securities of such Series shall have attached thereto all unmatured coupons appertaining thereto. Unless otherwise provided in the Authorization, bearer Securities shall be dated the date from which interest on the

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Securities of such Series first begins to accrue. Registered Securities shall be dated the date of their authentication by the Fiscal Agent. Each Security authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Security shall carry all the rights if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Security. Notwithstanding anything to the contrary herein contained, such new Security, if a registered Security, shall be so dated, and, if a bearer Security, shall have attached thereto such coupons, that neither gain nor loss in interest shall result from such transfer or exchange.

(b)(i) Definitive Registered Global Securities Deposited with DTC. This Section 5(b)(i) shall apply only to definitive registered global Securities deposited with DTC pursuant to Section 1(f)(i), unless otherwise provided in the Authorization.

A definitive registered global Security shall be exchangeable if (x) DTC notifies the Issuer that it is unwilling or unable to continue as a clearing agency for all global Securities or if at any time DTC ceases to be a clearing agency registered under the United States Securities Exchange of 1934, (y) the Issuer delivers to the Fiscal Agent a written notice executed by Authorized Officers that all definitive registered global Securities shall be exchangeable or (z) an event of default has occurred and is continuing with respect to the Securities.

Unless the definitive registered global Security is presented by an authorized representative of DTC to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of a nominee of DTC and any payment is made to such nominee, any transfer, pledge or other use of the definitive registered global Security for value or otherwise shall be wrongful since the registered owner of the definitive registered global Security, the nominee of DTC, has an interest in the definitive registered global Security.

If the beneficial owners of interests in a definitive registered global Security are entitled to exchange interests for definitive registered Securities of such Series of another authorized form, as provided in the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities executed by the Issuer and in an aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such definitive registered global Security may be surrendered by DTC to the Fiscal Agent, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive registered Securities without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations and of like tenor as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of such Series and like tenor to be redeemed and ending on the relevant date of redemption. Any definitive registered global Security that is exchangeable pursuant to this Section 5(b)(i) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as DTC shall direct. If a definitive registered Security is issued in exchange for any portion of a definitive registered global Security after the close of business at the office or agency where such exchange occurs on any record date and before

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the opening of business at such office or agency on the relevant interest payment date, interest will be payable on such interest payment date only to the person shown in the records of DTC on the record date as the holder of the Security.

DTC may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a holder is entitled to take under this Fiscal Agency Agreement or the Securities.

(b)(ii) Definitive Registered Global Securities Deposited with a Common Depositary. This Section 5(b)(ii) shall apply only to definitive registered global Securities deposited with the Common Depositary pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization.

A definitive registered global Security deposited with the Common Depositary shall be exchangeable if (x) Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue as clearing agency for all global Securities and a successor clearing agency is not appointed by Italy within 90 days after receiving such notice from Euroclear or Clearstream, (y) the Issuer delivers to the Fiscal Agent a written notice executed by Authorized Officers that all definitive registered global Securities shall be exchangeable or (z) an event of default has occurred and is continuing with respect to the Securities.

(c) Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for Euroclear or Clearstream pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization.

If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series, as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities executed by the Issuer and in an aggregate principal amount equal to the principal amount of such definitive bearer global Security on or after the earliest date on which such interests may be so exchanged, such definitive global Security may be surrendered by the Common Depositary to the Fiscal Agent outside the United States, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations and of like tenor as the portion of such definitive bearer global Security in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through Euroclear or Clearstream, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 days before any selection of Securities of that Series and like tenor to be redeemed and ending on the relevant date of redemption; and provided, further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at

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such office or agency on the relevant interest payment date, interest will not be payable on such interest payment date in respect of such definitive registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable.

Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream.

6. Register.

The Fiscal Agent, as agent of the Issuer for the purpose, shall maintain a register of each Series of Securities issued in whole or in part in registered form for the registration of transfers of Securities of such Series. Upon presentation for the purpose of registration of transfer at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York (or such other location as may be specified in the terms of the Securities of such series) of any registered Security of such Series, accompanied by a written instrument of transfer in the form approved by the Issuer and the Fiscal Agent (it being understood that, until notice to the contrary is given to holders of Securities of a Series, the Issuer and the Fiscal Agent shall be deemed to have approved the form of instrument of transfer, if any, printed on any definitive registered Security of such Series), executed by the registered holder, in person or by such holder’s attorney thereunto duly authorized in writing, such Security shall be transferred upon the register for the Securities of such Series, and a new registered Security of such Series and of like tenor shall be authenticated and issued in the name of the transferee; provided, however, that registered Securities may be delivered for the purpose of registration of transfer by mail at the risk and expense of the transferor. Transfers and exchanges of Securities of a Series shall be subject to such restrictions as shall be set forth in the text of the Securities of such Series and such reasonable regulations as may be prescribed by the Issuer. Successive registrations and registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be named on the Security register. No service charge shall be made for any registration, registration of transfer or exchange of the Securities of a Series unless otherwise provided by the provisions of the Securities of such Series, but, except as otherwise provided herein with respect to the exchange of temporary securities for definitive securities, the Fiscal Agent (and any Transfer Agent or authenticating agent appointed pursuant to Section 2 or 3 hereof, respectively) may require payment of a sum sufficient to cover any stamp or other tax or governmental charge in connection therewith and any other amounts required to be paid by the provisions of the Securities of such Series.

Any Transfer Agent appointed pursuant to Section 2 hereof shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such Transfer Agent of Securities in exchange for other Securities.

Neither the Fiscal Agent nor any Transfer Agent shall be required to make registrations of transfers or exchange of Securities of a Series during any periods set forth in the text of the Securities of such Series.

7. Sinking Fund and Optional Redemption.

The Issuer hereby authorizes and directs the Fiscal Agent to administer the sinking fund with respect to the Securities of any Series having a mandatory sinking fund or

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similar provision in accordance with the provisions set forth in the text of the Securities of such Series. In the event that the provisions of the Securities of a Series permit the Issuer to redeem Securities of such Series at its option, the Issuer shall, unless otherwise provided in the text of the Securities of such Series, give written notice to the Fiscal Agent of the principal amount of Securities of such Series to be so redeemed not less than 60 days prior to the redemption date. All notices of redemption of the Securities of a Series shall be made in the name and at the expense of the Issuer and shall be given in accordance with the provisions applicable thereto set forth in the Authorization relating to or the text of the Securities of such Series. In the event that the provisions set forth in the Authorization or in the text of the Securities of a Series permit the Issuer to redeem Securities of such Series only upon the occurrence or satisfaction of a condition or conditions precedent thereto, prior to the giving of notice of redemption of the Securities of such Series, the Issuer shall deliver to the Fiscal Agent a certificate of Authorized Officers stating that the Issuer is entitled to effect such redemption and setting forth in reasonable detail a statement of facts showing that such condition or conditions precedent have occurred or been satisfied. In the event that the provisions of the Securities of a Series permit the holders thereof, at their option, to cause the Issuer to redeem such Securities, the Issuer shall, as contemplated by Section 4 hereof, arrange with the Fiscal Agent (and such Paying Agent for the purpose, if applicable) for the provision of funds sufficient to make payments to such holders in respect of such redemptions, and the Fiscal Agent shall provide to the Issuer from time to time reasonable information as to such redemptions.

Whenever less than all the Securities of a Series at any time outstanding are to be redeemed at the option of the Issuer, the particular Securities of such Series to be redeemed shall be selected not more than 60 days prior to the redemption date by the Fiscal Agent from the Outstanding Securities of such Series not previously called for redemption, in the case of bearer Securities of such Series, individually by lot (unless all bearer Securities are subject to such redemption) and, in the case of registered Securities of such Series, by such usual method as the Fiscal Agent shall deem fair and appropriate, which method may provide for the selection for redemption of portions of the principal amount of registered Securities of such Series the minimum denominations of which, if any, will be specified in the text of the Securities of such Series. Upon any partial redemption of a registered Security of a Series, the Fiscal Agent shall authenticate and deliver in exchange therefor one or more registered Securities of such Series, of any authorized denomination and like tenor as requested by the holder thereof, in aggregate principal amount equal to the unredeemed portion or the principal of such Security.

8. Conditions of Fiscal Agent’s Obligations.

The Fiscal Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees and to all of which the rights of holders from time to time of Securities are subject:

(a) Compensation and Indemnity. The Fiscal Agent shall be entitled to compensation as agreed with the Issuer for all services rendered by it, and the Issuer agrees promptly to pay such compensation and to reimburse the Fiscal Agent for the documented out-of-pocket expenses (including counsel fees) properly incurred by it in connection with its services hereunder. The Issuer also agrees to indemnify the Fiscal Agent for, and to hold it harmless against, any loss, liability or expense, incurred without negligence or wilful misconduct, arising out of or in connection with its acting as Fiscal Agent hereunder, as well as the costs and expenses of defending against any claim of liability in the premises. The

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obligations of the Issuer under this Section 8(a) shall survive payment of all the Securities or the resignation or removal of the Fiscal Agent. Except in the case of negligence or willful default, no Agent shall be liable either for any act or omission under this Agreement, or, if any Security shall be lost, stolen, destroyed or damaged. Notwithstanding the foregoing, under no circumstances will the Agents be liable to Italy or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever, in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage.

(b) Agency. In acting under this Agreement and in connection with the Securities, the Fiscal Agent is acting solely as agent of the Issuer and does not assume any responsibility for the correctness of the recitals in the Securities (except for the correctness of the statement in its certificate of authentication thereon) or any obligation or relationship of agency or trust, for or with any of the owners or holders of the Securities or coupons, except that all funds held by the Fiscal Agent for the payment of principal of (and premium, if any) and any interest on the Securities shall be held as a banker and are not subject to the UK FSA Client Money Rules (money held by the Fiscal Agent need not be segregated by it from its other funds); provided, however, that monies held in respect of the Securities of a Series remaining unclaimed at the end of two years after the principal of all the Securities of such Series shall have become due and payable (whether at maturity or otherwise) and monies sufficient therefor shall have been duly made available for payment shall, together with any interest made available for payment thereon, be repaid to the Issuer, as provided and in the manner set forth in the Securities of such Series. Upon such repayment all liability for the Fiscal Agent and Paying Agents with respect to such funds shall thereupon cease.

(c) Advice of Counsel. The Fiscal Agent and any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof may consult with their respective counsel or other counsel satisfactory to them or any professional advisors, and the opinion of such counsel or advisor shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder in good faith and without negligence and in accordance with such opinion.

(d) Opinion of Counsel. The obligations of the Fiscal Agent shall be subject to the condition that internal counsel for Italy shall have furnished to the Fiscal Agent a written opinion, dated the time of delivery of the Securities of a Series to the effect that:

(i) 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 for borrowed money 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 and unsubordinated general obligations of Italy in respect of money borrowed by Italy; and

(ii) 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,

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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.

(e) Reliance. The Fiscal Agent and any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof each shall be protected and incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Security or coupon, notice, direction, consent, certificate, affidavit, statement, opinion or other paper or document believed by it, in good faith and without negligence, to be genuine and to have been passed or signed by the proper parties.

(f) Interest in Securities etc. The Fiscal Agent, any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof and their respective affiliates, officers, directors and employees may become the owner of, or acquire any interest in, any Securities or coupons, with the same rights that they would have if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person, and may engage or be interested in any financial or other transaction with the Issuer, and may act on, or as depository, trustee or agent for, any committee or body of holders of Securities or coupons or other obligations of the Issuer, as freely as if they were not the Fiscal Agent, such offer Paying Agent or Transfer Agent or such person.

(g) Non-Liability for Interest. Subject to any agreement between the Issuer and the Fiscal Agent to the contrary, the Fiscal Agent shall not be under any liability for interest on monies at any time received by it pursuant to any of the provisions of this Agreement or of the Securities.

(h) Certifications. Whenever in the administration of this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or negligence on its part, rely upon a certificate signed by any person authorized by or pursuant to the Authorization and delivered to the Fiscal Agent.

(i) No Implied Obligations. The duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. The Fiscal Agent is entitled to do nothing if conflicting, unclear or equivocal instructions are received. Notwithstanding the foregoing, if such conflicting, unclear or equivocal instructions are received, the Fiscal Agent shall use its commercially reasonable efforts to seek clarification.

(j) Location of Agents and Register. Notwithstanding any other provision of this Agreement, the functions of the Paying Agents, Transfer Agents, Fiscal Agent and Registrar hereunder in respect of the Securities of a Series may be provided by such agents and Registrar from their respective offices in London, England, as specified in the terms of the Securities of such Series. In addition, the Register in respect of the Securities of a Series may be maintained at the office of the registrar in London, England, as specified in the terms of the Securities of such Series.

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9. Resignation and Appointment of Successor.

(a) Fiscal Agent and Paying Agent. The Issuer agrees, for the benefit of the holders from time to time of the Securities of a Series, that there shall at all times be a Fiscal Agent hereunder which shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, and, to the extent required by the provisions of bearer Securities of such Series, if any, unless payments are permitted by the provisions of Section 4(a)(v) hereof to be made in the United States, a Paying Agent outside the United States for payment of principal of (and premium, if any) and any interest on such bearer Securities, until all the Securities of such Series authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) become due and payable and monies sufficient to pay the principal of (and premium, if any) and any interest on the Securities of such Series shall have been made available for payment and either paid or returned to the Issuer as provided herein and in such Securities.

(b) Resignation. The Fiscal Agent may at any time resign by giving written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than 90 days from the date on which such notice is given, unless the Issuer agrees to accept shorter notice. The Fiscal Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective. Notwithstanding the dates of effectiveness of resignation or removal, as the case may be, to be specified in accordance with the preceding sentences, such resignation or removal shall take effect only upon the appointment by the Issuer, as hereinafter provided, of a successor Fiscal Agent, that, to qualify as such, shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The City of New York, authorized under such laws to exercise corporate trust powers, and the acceptance of such appointment by such successor Fiscal Agent. Upon its resignation or removal, the Fiscal Agent shall be entitled to payment by the Issuer pursuant to Section 8 hereof of compensation for services rendered and to reimbursement of out-of-pocket expenses.

(c) Successors. In case at any time the Fiscal Agent or any Paying Agent in respect of the Securities of a Series (if such Paying Agent is the only Paying Agent located in a place where, by the terms of the Securities of such Series or this Agreement, the Issuer is required to maintain a Paying Agent) shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they severally mature, or if a receiver of it or of all or any substantial part of its property shall be appointed, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of applicable receivership, bankruptcy, insolvency, reorganization or other similar legislation, or if a receiver of it or its property shall be appointed, or if any public officer shall take charge or control of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent or Paying Agent, as the case may be, qualified as aforesaid, shall be appointed by the Issuer by an instrument in writing, filed with the successor Fiscal Agent or

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Paying Agent, as the case may be, and the predecessor Fiscal Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or Paying Agent, as the case may be, and acceptance by such successor of such appointment, the Fiscal Agent or Paying Agent, as the case may be, so succeeded shall cease to be Fiscal Agent or Paying Agent, as the case may be, hereunder. If no successor Fiscal Agent or other Paying Agent, as the case may be, shall have been so appointed by the Issuer and shall have accepted appointment as hereinafter provided, and, in the case of such other Paying Agent, if such other Paying Agent is the only Paying Agent located in a place where, by the terms of the Securities of a series or this Agreement the Issuer is required to maintain a Paying Agent, then the relevant Agent shall be entitled, on behalf of Italy, to appoint in its place any reputable financial institution of good standing and Italy shall not unreasonably object to such appointment or any holder of a Security who has been a bona fide holder of a Security for at least six months (which Security, in the case of such other Paying Agent, is of the Series referred to in this sentence), on behalf of himself and all others similarly situated, or the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor agent. The Issuer shall give prompt written notice to each other Paying Agent of the appointment of a successor Fiscal Agent.

(d) Acknowledgment. Any successor Fiscal Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent hereunder, and such predecessor, upon payment or its compensation and reimbursement of its disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent shall be entitled to receive, all monies, securities, books, records or other property on deposit with or held by such predecessor as Fiscal Agent hereunder.

(e) Merger, Consolidation, etc. Any corporation into which the Fiscal Agent hereunder may be merged, or any corporation resulting from any merger or consolidation to which the Fiscal Agent shall be a party, or any corporation to which the Fiscal Agent shall sell or otherwise transfer all or substantially all the assets and business of the Fiscal Agent, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(f) Separate Fiscal Agents. The Issuer may appoint a separate fiscal agent for the Securities of any Series in addition to or in lieu of the Fiscal Agent or any other fiscal agent which is acting as such agent for the Securities of any other Series. Any such separate fiscal agent shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The City of New York and authorized under such laws to exercise corporate trust powers. Any separate fiscal agent shall enter into an agreement with the Issuer under which such fiscal agent shall agree to act on substantially the terms applicable to the Fiscal Agent hereunder.

10. Payment of Taxes

The Issuer will pay all stamp and other duties, if any, which may be imposed by the Republic of Italy, the United States of America or any political subdivision thereof or

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taxing authority of or in the foregoing with respect to this Agreement or the issuance of the Securities.

11. Meetings and Amendments.

(a) Calling of Meeting. A meeting of holders of Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Securities of such Series to be made, given or taken by holders of Securities of such Series or to modify, amend or supplement the terms of the Securities of such Series or this Agreement as provided in Schedule 1 hereto.

(b) Manifest Error, Technical Amendments. Notwithstanding anything to the contrary herein, the terms and conditions of the Securities of a Series and any agreement governing the issuance or administration of the Securities may be modified by the Issuer without the consent of any holders of the Securities of such Series: (i) to correct a manifest error or cure an ambiguity; or (ii) if the modification is of a formal or technical nature or for the benefit of the holders of the Securities. The Issuer will publish the details of any modification of the Securities of such Series made pursuant to this Section 11(b) within ten days of the modification becoming legally effective.

(c) Form of Proposed Amendments. It shall not be necessary for the vote or consent of the holders of Securities of a Series 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.

(d) Notations. Securities of a Series authenticated and delivered after the effectiveness of any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action may bear a notation in the form approved by the Fiscal Agent and the Issuer as to any matter provided for in such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action. New Securities of such Series modified to conform, in the opinion of the Fiscal Agent and the Issuer, to any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action may be prepared by the Issuer, authenticated by the Fiscal Agent (or any authenticating agent appointed pursuant to Section 3 hereof) and delivered in exchange for Outstanding Securities of such Series.

12. Indemnity by the Fiscal Agent.

The Fiscal Agent shall indemnify the Issuer against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which the Issuer may incur as a result of or arising out of or in relation to the Fiscal Agent’s wilful misconduct, negligence or bad faith or that of its officers, directors or employees. The obligations of the Fiscal Agent under this Section 12 shall survive payment of all Securities, the resignation or removal of the Fiscal Agent or the termination or the expiry of this Agreement, as the case may be.

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13. Governing Law.

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

14. Notices.

All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Fiscal Agent shall be delivered, or transmitted by facsimile to it at its Corporate Trust Office, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Facsimile No. +44-20-7500-5877, Attention: Agency and Trust, or if sent to Italy shall be delivered or transmitted by facsimile to it at Ministry of Economy and Finance, Via XX Settembre 97, 00187 Rome, Italy, Facsimile No. +39-06-481-4476, Attention: Director General, Public Debt. The foregoing addresses for notices or communications may be changed by written notice given by the addressee to each party hereto, and the addressee’s address shall be deemed changed for all purposes from and after the giving of such notice.

If the Fiscal Agent shall receive any notice or demand addressed to the Issuer by the holder of a Security, the Fiscal Agent shall promptly forward such notice or demand to the Issuer.

Notice to holders of Securities of a Series shall be given as provided in the terms of the Securities of such Series, provided, however, if the Fiscal Agent is requested to give notice in the name and at the expense of Italy it shall receive notice from Italy at least 15 days prior to the last date for notice to the holders. Notwithstanding the foregoing, in the case of a holder of a global Security notice by the Fiscal Agent shall be sufficient once made to DTC as is customary in arrangements between the Fiscal Agent and DTC.

15. Consent to Service; Jurisdiction.

The Issuer hereby appoints 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 or coupons or this Agreement which may be instituted in any State or Federal court in The City of New York by the holder of any Security or coupon and expressly accepts the jurisdiction of any such court in respect of such action. The Issuer hereby irrevocably waives any immunity to service of process in respect of any such action to which it might otherwise be entitled and any objection to venue in any action arising out of or based on the Securities or coupons or this Agreement which may be instituted by the Fiscal Agent or holder of any Security or coupon in any State or Federal court in The City of New York or (except as to venue) in any competent court in the Republic of Italy. 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 provided to the Fiscal Agent pursuant to the terms hereof and either paid or returned to the Issuer as provided in Section 8(b) hereof, except that, if for any reason, its Ambassador to the United States ceases to be able to act as Authorized Agent or no longer has an address in the United States, the Issuer will appoint another person in Washington, D.C. or The City of New York, selected in its discretion, as such Authorized Agent. Prior to the date of issuance of any Securities hereunder, the Issuer shall obtain the acceptance of its Ambassador to the United States to his appointment as such Authorized Agent, a copy of which acceptance it

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shall provide to the Fiscal Agent. The Issuer shall take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated above, as such address may be changed within Washington, D.C. by notice given by the Authorized Agent to each party hereto, shall be deemed, in every respect, effective service of process upon the Issuer. Notwithstanding the foregoing, any action arising out of or based on the Securities may be instituted by the holder of any Security or coupon in any competent court in the Republic of Italy. The Issuer hereby waives irrevocably any immunity from jurisdiction (but not 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 or coupons or this Agreement which may be instituted by the Fiscal Agent or the holder of any Security or coupon in any State or Federal court in The City of New York or in any competent court in Republic of Italy. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States Federal securities laws.

16. Whole Agreement.

(a) This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.

(b) Each party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.

(c) So far as it is permitted by law and except in the case of fraud, each party agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).

(d) For purposes of Clauses (a) – (c) above, “this Agreement” includes all documents entered into pursuant to this Agreement.

17. Headings.

The section headings herein are for convenience only and shall not affect the construction hereof.

18. Counterparts.

This Agreement may be executed in one or more counterparts, and by each party separately on a separate counterpart, and each such counterpart when executed and delivered shall be deemed to be an original. Such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency Agreement as of the date first above written,

REPUBLIC OF ITALY
By:	/s/ Dr. Maria Cannata
	Name:	Dr. Maria Cannata
	Title:	Director General
		Directorate II
		Department of Treasury
		Ministry of Economy and Finance
CITIBANK, NA,
By:	/s/ Rachel Clear
	Name:	Rachel Clear
	Title:	Vice President

SCHEDULE 1

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

This Schedule shall apply to each Series of Securities issued under the Fiscal Agency Agreement subject to any modifications that may be applicable to such Series of Securities as set out in the relevant terms and conditions for such Series of Securities. Unless otherwise specified in the relevant terms and conditions for such Series of Securities, references to “Securities” in this Schedule shall mean the Securities of that applicable Series only and “Holders” shall be construed accordingly.

1. General Definitions

Unless otherwise defined in this Schedule, capitalized terms used but not defined in this Schedule shall have the respective meanings ascribed to them in the Fiscal Agency Agreement. As used herein, the following expressions shall have the following meanings unless the context otherwise requires:

(a) ‘cross series modification’ means a modification involving (i) any Series of Securities or any agreement governing the issuance or administration of such Series, and (ii) the debt securities of one or more other series or any agreement governing the issuance or administration of such other debt securities.

(b) ‘cross series proposal’ means a proposal or matter for consideration affecting or concerning (i) any Series of Securities or any agreement governing the issuance or administration of such Series, and (ii) one or more other series of debt securities or any agreement governing the issuance or administration of such other series of debt securities.

(c) ‘debt securities’ means the Securities and any other bills, bonds, debentures, notes or other debt securities issued by the Issuer in one or more series with an original stated maturity of more than one year, and includes any such obligation, irrespective of its original stated maturity, that formerly constituted a component part of a debt security.

(d) ‘holder’ in relation to any Security means (i) the person in whose name the Security is registered on the books and records of the Issuer, (ii) the bearer of the Security, and/or (iii) the person the Issuer is entitled to treat as the legal holder of the Security; and in relation to any other debt security means the person the Issuer is entitled to treat as the legal holder of the debt security in accordance with the terms and conditions of such debt security or any agreement governing the issuance or administration of such debt security.

(e) ‘index linked obligation’ means a debt security that provides for the payment of additional amounts linked to changes in a published index, but does not include a component part of an index linked obligation that is no longer attached to that index linked obligation.

(f) ‘modification’ in relation to the Securities means any modification, amendment, supplement or waiver of the terms and conditions of the Securities or any agreement governing the issuance or administration of the Securities, and has the same meaning in relation to the debt securities of any other series save that any of the foregoing references to the Securities or any agreement governing the issuance or administration of the

Securities shall be read as references to such other debt securities or any agreement governing the issuance or administration of such other debt securities.

(g) ‘outstanding’ in relation to any Security means a Security that is outstanding for purposes of Section 2.7 of this Schedule, and in relation to debt securities of any other series means a debt security that is outstanding for purposes of Section 2.8 of this Schedule.

(h) ‘proposal’ in relation to any Security means any proposal, plan, scheme, request and/or any matter whatsoever put forward for consideration, acceptance, adoption and/or performance in connection with such Security.

(i) ‘record date’ in relation to any proposal or proposed modification relating to any Series of Securities means the date fixed by the Issuer for determining the holders of Securities and, in the case of a cross series modification and/or cross series proposal, the holders of debt securities of each other series, in each case that are entitled to vote on or sign a written resolution in relation to the proposed modification.

(j) ‘reserved matter’ in relation to the Securities of any Series means any proposal relating to and/or a modification of the terms and conditions of the Securities of such Series or of any agreement governing the issuance or administration of the Securities that relates to or would, if approved, give rise to:

(i) change the date on which any amount is payable on such Securities;

(ii) reduce any amount, including any overdue amount, payable on such Securities;

(iii) change the method used to calculate any amount payable on such Securities;

(iv) reduce the redemption price for the Securities or change any date on which such Securities may be redeemed;

(v) change the currency or place of payment of any amount payable on such Securities;

(vi) impose any condition on or otherwise modify the Issuer’s obligation to make payments on such Securities;

(vii) except as permitted by any related guarantee, release any guarantee issued in relation to such Securities or change the terms of that guarantee;

(viii) except as permitted by any related security agreement, release any collateral that is pledged or charged as security for the payment of such Securities or change the terms on which that collateral is pledged or charged;

(ix) change any payment related circumstance under which such Securities may be declared due and payable prior to their stated maturity;

(x) change the seniority or ranking of such Securities;

(xi) change the law governing such Securities;

(xii) change any court to whose jurisdiction the Issuer has submitted or any immunity waived by the Issuer in relation to legal proceedings arising out of or in connection with such Securities;

(xiii) change the principal amount of outstanding Securities or, in the case of a cross series modification and/or cross series proposal, the principal amount of debt securities of any other series required to approve a proposed modification in relation to such Securities, the principal amount of outstanding Securities required for a quorum to be present, or the rules for determining whether a Security is outstanding for these purposes; or

(xiv) change the definition of a reserved matter,

and has the same meaning in relation to the debt securities of any other series save that any of the foregoing references to the Securities or any agreement governing the issuance or administration of the Securities shall be read as references to such other debt securities or any agreement governing the issuance or administration of such other debt securities.

(k) ‘series’ means, unless otherwise specified in the terms and conditions of such debt securities, debt securities that are (i) identical in all respects except for their date of issuance or first payment date, and (ii) expressed to be consolidated and form a single series.

(l) ‘zero coupon obligation’ means a debt security that does not expressly provide for the accrual of interest, and includes the former component parts of a debt security that did expressly provide for the accrual of interest if that component part does not itself expressly provide for the accrual of interest.

(m) ‘48 hours’ means a period of 48 hours including all or part of two days upon which commercial banks are generally open for business (x) in the place where the relevant meeting is to be held, (y) in Italy, and (z) in the place where the relevant agent of the Issuer for the purposes of receiving notices of proxies has its specified office (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which commercial banks are generally open for business in all of the places as aforesaid.

2. Proposals relating to, and Modification of, Securities

2.1 Reserved Matter Proposals and/or Modifications. Except as provided in Section 2.2, any conditions of the Securities and any agreement governing the issuance or administration of the Securities may be modified in relation to a reserved matter with the consent of the Issuer and:

(a) the affirmative vote of holders of not less than 75% of the aggregate principal amount of the outstanding Securities represented at a duly called meeting of Holders; or

(b) a written resolution signed by or on behalf of holders of not less than 66 2/3% of the aggregate principal amount of the Securities then outstanding.

2.2 Cross Series Proposals and/or Cross Series Modifications. In the case of a cross series modification and/or cross series proposal, any modification in relation to, or proposal relating to, a reserved matter, affecting the terms and conditions of the Securities and debt securities of any other series, and/or any agreement governing the issuance or administration of the Securities or debt securities of such other series, may be modified in relation to a reserved matter with the consent of the Issuer and:

(a)(i) the affirmative vote of not less than 75% of the aggregate principal amount of the outstanding debt securities represented at separate duly called meetings of the holders of the debt securities of all the series (taken in the aggregate) that would be affected by the proposal and/or proposed modification; or

(ii) a written resolution signed by or on behalf of the holders of not less than 66 2/3% of the aggregate principal amount of the outstanding debt securities of all the series (taken in the aggregate) that would be affected by the proposal and/or proposed modification;

and

(b)(i) the affirmative vote of more than 66 2/3% of the aggregate principal amount of the outstanding debt securities represented at separate duly called meetings of the holders of each series of debt securities (taken individually) that would be affected by the proposal and/or proposed modification; or

(ii) a written resolution signed by or on behalf of the holders of more than 50% of the aggregate principal amount of the then outstanding debt securities of each series (taken individually) that would be affected by the proposal and/or proposed modification.

A separate meeting for each affected series of debt securities will be called and held, or a separate written resolution signed for each affected series of debt securities, in relation to any modification or proposal.

2.3 Proposed Cross Series Modifications and/or Cross Series Proposals. A proposed cross series modification and/or cross series proposal may include one or more proposed alternative proposals and/or modifications of the terms and conditions of each affected series of debt securities or of any agreement governing the issuance or administration of any affected series of debt securities, provided that all such proposed alternative proposals and/or modifications are addressed to and may be accepted by any holder of any debt security of any affected series.

2.4 Partial Cross Series Modifications and/or Cross Series Proposals. If a proposed cross series modification and/or cross series proposal is not approved in relation to a reserved matter in accordance with Section 2.2, but would have been so approved if the proposal and/or proposed modification had involved only the Securities and one or more, but less than all, of the other series of debt securities affected by the proposal and/or proposed modification, that cross series modification and/or cross series proposal will be deemed to

have been approved, notwithstanding Section 2.2, in relation to the Securities and debt securities of each other series whose proposal and/or modification would have been approved in accordance with Section 2.2 if the proposal and/or proposed modification had involved only the Securities and debt securities of such other series, provided that:

(a) prior to the record date for the proposed cross series modification and/or cross series proposal, the Issuer has publicly notified holders of the Securities and other affected debt securities of the conditions under which the proposed cross series modification will be deemed to have been approved if it is approved in the manner described above in relation to the Securities and some but not all of the other affected series of debt securities; and

(b) those conditions are satisfied in connection with the proposed cross series modification and/or cross series proposal.

2.5 Non Reserved Matter Proposal and Modification. Any modification in relation to, or proposal relating to, the terms and conditions of the Securities and/or any agreement governing the issuance or administration of the Securities and which is not, or does not relate to a reserved matter, may only be approved with the consent of the Issuer and:

(a) the affirmative vote of holders of more than 50% of the aggregate principal amount of the outstanding Securities represented at a duly called meeting of Holders; or

(b) a written resolution signed by or on behalf of a Holder or Holders of more than 50% of the aggregate principal amount of the outstanding Securities.

2.6 Multiple Currencies, Index Linked Obligations and Zero Coupon Obligations. In determining whether a proposal and/or proposed modification has been approved or otherwise sanctioned (as the case may be) by the requisite principal amount of Securities and debt securities of one or more other series:

(a) if the proposal and/or modification involves debt securities denominated in more than one currency, the principal amount of each affected debt security will be equal to the amount of euro that could have been obtained on the record date for the proposed modification with the principal amount of that debt security, using the applicable euro foreign exchange reference rate for the record date published by the European Central Bank;

(b) if the proposal and/or modification involves an index linked obligation, the principal amount of each such index linked obligation will be equal to its adjusted nominal amount;

(c) if the proposal and/or modification involves a zero coupon obligation that did not formerly constitute a component part of an index linked obligation, the principal amount of each such zero coupon obligation will be equal to its nominal amount or, if its stated maturity date has not yet occurred, to the present value of its nominal amount;

(d) if the proposal and/or modification involves a zero coupon obligation that formerly constituted a component part of an index linked obligation, the principal amount of each such zero coupon obligation that formerly constituted the right to receive:

(i) a non index linked payment of principal or interest will be equal to its nominal amount or, if the stated maturity date of the non index linked payment has not yet occurred, to the present value of its nominal amount; and

(ii) an index linked payment of principal or interest will be equal to its adjusted nominal amount or, if the stated maturity date of the index linked payment has not yet occurred, to the present value of its adjusted nominal amount; and

(e) For purposes of this Section 2.6:

(i) the adjusted nominal amount of any index linked obligation and any component part of an index linked obligation is the amount of the payment that would be due on the stated maturity date of that index linked obligation or component part if its stated maturity date was the record date for the proposal and/or proposed modification, based on the value of the related index on the record date published by or on behalf of the Issuer or, if there is no such published value, on the interpolated value of the related index on the record date determined in accordance with the terms and conditions of the index linked obligation, but in no event will the adjusted nominal amount of such index linked obligation or component part be less than its nominal amount unless the terms and conditions of the index linked obligation provide that the amount of the payment made on such index linked obligation or component part may be less than its nominal amount; and

(ii) the present value of a zero coupon obligation is determined by discounting the nominal amount (or, if applicable, the adjusted nominal amount) of that zero coupon obligation from its stated maturity date to the record date at the specified discount rate using the applicable market day count convention, where the specified discount rate is:

(x) if the zero coupon obligation was not formerly a component part of a debt security that expressly provided for the accrual of interest, the yield to maturity of that zero coupon obligation at issuance or, if more than one tranche of that zero coupon obligation has been issued, the yield to maturity of that zero coupon obligation at the arithmetic average of all the issue prices of all the zero coupon obligations of that series of zero coupon obligations weighted by their nominal amounts; and

(y) if the zero coupon obligation was formerly a component part of a debt security that expressly provided for the accrual of interest:

(1) the coupon on that debt security if that debt security can be identified; or

(2) if such debt security cannot be identified, the arithmetic average of all the coupons on all of the Issuer’s debt securities (weighted by their principal amounts) referred to below that have the same stated maturity date as the zero coupon obligation to be discounted, or, if there is no such debt security, the coupon interpolated for these purposes on a linear basis using all of the Issuer’s debt securities (weighted by their principal amounts) referred to below that have the two closest maturity dates to the maturity date of the zero coupon obligation to be discounted, where the debt securities to be used for this purpose are all of the Issuer’s index linked obligations if the zero coupon obligation to be discounted was formerly a component part of an index linked obligation and all of the Issuer’s debt securities (index linked obligations and zero coupon obligations excepted) if the zero coupon obligation to be discounted was not formerly a component part of an index linked obligation, and in

either case are denominated in the same currency as the zero coupon obligation to be discounted.

2.7 Outstanding Securities. In determining whether Holders of the requisite principal amount of outstanding Securities have voted in favor of a proposal and/or proposed modification or whether a quorum is present at any meeting of Holders called to vote on a proposal and/or proposed modification, a Security will be deemed to be not outstanding, and may not be voted for or against a proposal and/or proposed modification or counted in determining whether a quorum is present, if on the record date for such proposal and/or proposed modification:

(a) the Security has previously been cancelled or delivered for cancellation or held for reissuance but not reissued;

(b) the Security has previously been called for redemption in accordance with its terms or previously become due and payable at maturity or otherwise and the Issuer has previously satisfied its obligation to make all payments due in respect of the Security in accordance with its terms; or

(c) the Security is held by the Issuer, by a department, ministry or agency of the Issuer, or by a corporation, trust or other legal entity that is controlled by the Issuer or a department, ministry or agency of the Issuer and, in the case of a Security held by any such above mentioned corporation, trust or other legal entity, the holder of the Security does not have autonomy of decision, where:

(i) the holder of a Security for these purposes is the entity legally entitled to vote the Security for or against a proposal and/or proposed modification or, if different, the entity whose consent or instruction is by contract required, directly or indirectly, for the legally entitled holder to vote the Security for or against a proposal and/or proposed modification;

(ii) a corporation, trust or other legal entity is controlled by the Issuer or by a department, ministry or agency of the Issuer if the Issuer or any department, ministry or agency of the Issuer has the power, directly or indirectly, through the ownership of voting securities or other ownership interests, by contract or otherwise, to direct the management of or elect or appoint a majority of the board of directors or other persons performing similar functions in lieu of, or in addition to, the board of directors of that legal entity; and

(iii) the Holder of a Security has autonomy of decision if, under applicable law, rules or regulations and independent of any direct or indirect obligation the holder may have in relation to the Issuer:

(x) the Holder may not, directly or indirectly, take instruction from the Issuer on how to vote on a proposal and/or proposed modification; or

(y) the Holder, in determining how to vote on a proposal and/or proposed modification, is required to act in accordance with an objective prudential standard, in the interest of all of its stakeholders or in the Holder’s own interest; or

(z) the Holder owes a fiduciary or similar duty to vote on a proposal and/or proposed modification in the interest of one or more persons other than a person whose holdings of Securities (if that person then held any Securities) would be deemed to be not outstanding under this Section 2.7.

2.8 Outstanding Debt Securities. In determining whether holders of the requisite principal amount of outstanding debt securities of another series have voted in favor of a proposed cross series modification and/or cross series proposal or whether a quorum is present at any meeting of the holders of such debt securities called to vote on a proposed cross series modification and/or cross series proposal, an affected debt security will be deemed to be not outstanding, and may not be voted for or against a proposed cross series modification and/or cross series proposal or counted in determining whether a quorum is present, in accordance with the applicable terms and conditions of that debt security.

2.9 Entities Having Autonomy of Decision. For transparency purposes, the Issuer will publish promptly following the Issuer’s formal announcement of any proposal and/or proposed modification of the Securities, but in no event less than 10 days prior to the record date for the proposal and/or proposed modification, a list identifying each corporation, trust or other legal entity that for purposes of Section 2.7(c):

(a) is then controlled by the Issuer or by a department, ministry or agency of the Issuer;

(b) has in response to an enquiry from the Issuer reported to the Issuer that it is then the holder of one or more Securities; and

(c) does not have autonomy of decision in respect of its holdings of Securities.

2.10 Exchange and Conversion. Any duly approved modification of the terms and conditions of the Securities may be implemented by means of a mandatory exchange or conversion of the Securities for new debt securities containing the modified terms and conditions if the proposed exchange or conversion is notified to Holders prior to the record date for the relevant proposal and/or proposed modification. Any conversion or exchange undertaken to implement a duly approved proposal and/or modification will be binding on all Holders.

3. Calculation Agent

3.1 Appointment and Responsibility. The Issuer will appoint a person (the ‘calculation agent’) to tally and calculate votes cast in connection with any proposal and/or proposed modification for the purposes of determining whether the proposal and/or proposed modification has been approved by the requisite principal amount of outstanding Securities and, in the case of a cross series modification and/or cross series proposal, by the requisite principal amount of outstanding debt securities of each affected series of debt securities. In the case of a cross series modification and/or cross series proposal, the same person will be appointed as the calculation agent for the proposal and/or proposed modification of the Securities and each other affected series of debt securities.

3.2 Certificate. The Issuer will provide to the calculation agent and publish prior to the date of any meeting called to vote on a proposal and/or proposed modification in

respect of the Securities of any Series or the date fixed by the Issuer for the signing of a written resolution in relation to a proposed modification, a certificate:

(a) listing the total principal amount of Securities and, in the case of a cross series modification and/or cross series proposal, debt securities of each other affected series outstanding on the record date for purposes of Section 2.7;

(b) specifying the total principal amount of Securities and, in the case of a cross series modification and/or cross series proposal, debt securities of each other affected series that are deemed under Section 2.7(c) to be not outstanding on the record date; and

(c) identifying the holders of the Securities and, in the case of a cross series modification and/or cross series proposal, debt securities of each other affected series, referred to in (b) above, determined, if applicable, in accordance with the provisions of Section 2.6.

3.3 Reliance. The calculation agent may rely on any information contained in the certificate provided by the Issuer, and that information will be conclusive and binding on the Issuer and the Holders unless:

(a) an affected Holder delivers a substantiated written objection to the Issuer in relation to the certificate before the vote on a proposal and/or proposed modification or the signing of a written resolution in relation to a proposal and/or proposed modification; and

(b) that written objection, if sustained, would affect the outcome of the vote taken or the written resolution signed in relation to the proposal and/or proposed modification.

In the event a substantiated written objection is timely delivered, any information relied on by the calculation agent will nonetheless be conclusive and binding on the Issuer and affected Holders if:

(x) the objection is subsequently withdrawn;

(y) the Holder that delivered the objection does not commence legal action in respect of the objection before a court of competent jurisdiction within 15 days of the publication of the results of the vote taken or the written resolution signed in relation to the proposal and/or proposed modification; or

(z) a court of competent jurisdiction subsequently rules either that the objection is not substantiated or would not in any event have affected the outcome of the vote taken or the written resolution signed in relation to the proposal and/or proposed modification.

3.4 Publication. The Issuer will arrange for the publication of the results of the calculations made by the calculation agent in relation to any proposal and/or proposed modification relating to the Securities of any Series promptly following the meeting called to consider that proposal and/or modification or, if applicable, the date fixed by the Issuer for signing a written resolution in respect of that proposal and/or modification in respect of the

Securities of any Series, provided that non-publication will not invalidate the results or decisions taken.

4. Holder Meetings; Written Resolutions

4.1 General. The provisions set out below, and any additional rules adopted and published by the Issuer will, to the extent consistent with the provisions set out below, apply to any meeting of Holders called to vote on a proposal and/or proposed modification and to any written resolution adopted in connection with a proposal and/or proposed modification. Such additional rules may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant clearing system. Any action contemplated in this Section 4 to be taken by the Issuer may instead be taken by an agent acting on behalf of the Issuer.

4.2 Convening Meetings. A meeting of Holders:

(a) may be convened by the Issuer at any time; and

(b) will be convened by the Issuer if an event of default in relation to the Securities has occurred and is continuing and a meeting is requested in writing by the holders of not less than 10% of the aggregate principal amount of the Securities then outstanding.

4.3 Notice of Meetings. The notice convening a meeting of Holders will be published by the Issuer at least 21 days prior to the date of the meeting or, in the case of an adjourned meeting, at least 14 days prior to the date of the adjourned meeting. The notice will be in the English language and shall:

(a) state the time, date and venue of the meeting;

(b) set out the agenda and quorum for, and the text of any resolutions proposed to be adopted at, the meeting;

(c) specify the record date for the meeting, being not more than five business days before the date of the meeting, and the documents required to be produced by a Holder in order to be entitled to participate in the meeting;

(d) include the form of instrument to be used to appoint a proxy to act on a Holder’s behalf;

(e) set out any additional rules adopted by the Issuer for the convening and holding of the meeting and, if applicable, the conditions under which a cross series modification and/or cross series proposal will be deemed to have been satisfied if it is approved as to some but not all of the affected series of debt securities; and

(f) identify the person appointed as the calculation agent for any proposal and/or proposed modification to be voted on at the meeting,

provided that, if in the opinion of the Issuer, it is impracticable, unduly costly or onerous to set out any of the above information in full in such notice, such notice may instead state generally the nature or the business to be transacted at the relevant meeting and reference in such notice a website where the full information will be made available provided further that

such information shall be made available no later than 21 days before the date of the meeting, including the text of any relevant resolution.

4.4 Chair. The chair of any meeting of Holders will be appointed:

(a) by the Issuer; or

(b) if the Issuer fails to appoint a chair or the person nominated by the Issuer is not present at the meeting, by holders of more than 50% of the aggregate principal amount of the Securities then outstanding represented at the meeting.

The chair of an adjourned meeting need not be the same person as was the chair of the meeting from which the adjournment took place. The chair will not have any casting vote in respect of any proposal or proposed modification to be considered at a meeting.

4.5 Quorum. No business will be transacted at any meeting in the absence of a quorum other than the choosing of a chair if one has not been appointed by the Issuer. The quorum at any meeting at which Holders will vote on a proposal in relation to, or a proposed modification of:

(a) a reserved matter will be one or more persons present and holding not less than 66 2/3% of the aggregate principal amount of the Securities then outstanding; and

(b) a matter other than a reserved matter will be one or more persons present and holding not less than 50% of the aggregate principal amount of the Securities then outstanding.

4.6 Adjourned Meetings. If a quorum is not present within thirty minutes of the time appointed for a meeting, the meeting may be adjourned for a period of not more than 42 days and not less than 14 days as determined by the chair of the meeting. The quorum for any adjourned meeting will be one or more persons present and holding:

(a) not less than 66 2/3% of the aggregate principal amount of the Securities then outstanding in the case of a proposed reserved matter modification or a proposal relating to a reserved matter; and

(b) not less than 25% of the aggregate principal amount of the Securities then outstanding in the case of a non reserved matter modification or a proposal relating to a matter other than a reserved matter.

4.7 Written Resolutions. A written resolution signed by or on behalf of holders of the requisite majority of the Securities then outstanding will be valid for all purposes as if it was a resolution passed at a meeting of Holders duly convened and held in accordance with these provisions. A written resolution may be set out in one or more document in like form each signed by or on behalf of one or more Holders.

4.8 Entitlement to Vote. Any person who is a holder of an outstanding Security on the record date for a proposal and/or proposed modification, and any person duly appointed as a proxy by a holder of an outstanding Security on the record date for a proposal and/or proposed modification, will be entitled to vote on the proposal and/or proposed

modification at a meeting of Holders and to sign a written resolution with respect to the proposal and/or proposed modification.

4.9 Voting. Every proposal and/or proposed modification will be submitted to a vote of the Holders of outstanding Securities represented at a duly called meeting or to a vote of the Holders of all outstanding Securities by means of a written resolution without need for a meeting. A Holder may cast votes on each proposal and/or proposed modification equal in number to the principal amount of the Holder’s outstanding Securities. For these purposes:

(a) in the case of a cross series modification and/or cross series proposal involving debt securities denominated in more than one currency, the principal amount of each debt security will be determined in accordance with Section 2.6(a);

(b) in the case of a cross series modification and/or cross-series proposal involving an index linked obligation, the principal amount of each such index linked obligation will be determined in accordance with Section 2.6(b);

(c) in the case of a cross series modification and/or cross series proposal involving a zero coupon obligation that did not formerly constitute a component part of an index linked obligation, the principal amount of each such zero coupon obligation will be determined in accordance with Section 2.6(c); and

(d) in the case of a cross series modification and/or cross series proposal involving a zero coupon obligation that did formerly constitute a component part of an index linked obligation, the principal amount of each such zero coupon obligation will be determined in accordance with Section 2.6(d).

4.10 Proxies. Each Holder of an outstanding Security may, by an instrument in writing executed on behalf of the Holder and delivered to the Issuer not less than 48 hours before the time fixed for a meeting of Holders or the signing of a written resolution, appoint any person (a “proxy”) to act on the Holder’s behalf in connection with any meeting of Holders at which the Holder is entitled to vote or the signing of any written resolution that the Holder is entitled to sign. Appointment of a proxy pursuant to any form other than the form enclosed with the notice of the meeting will not be valid for these purposes.

4.11 Legal Effect and Revocation of a Proxy. A proxy duly appointed in accordance with the above provisions will, subject to Section 2.7 and for so long as that appointment remains in force, be deemed to be (and the person who appointed that proxy will be deemed not to be) the Holder of the Securities to which that appointment relates, and any vote cast by a proxy will be valid notwithstanding the prior revocation or amendment of the appointment of that proxy unless the Issuer has received written notice or has otherwise been informed of the revocation or amendment at least 48 hours before the time fixed for the commencement of the meeting at which the proxy intends to cast its vote or, if applicable, the signing of a written resolution.

4.12 Binding Effect. A resolution duly passed at a meeting of Holders convened and held in accordance with these provisions, and a written resolution duly signed by the requisite majority of Holders, will be binding on all Holders, whether or not the Holder was present at the meeting, voted for or against the resolution or signed the written resolution.

4.13 Publication. The Issuer will without undue delay publish all duly adopted resolutions and written resolutions provided that the non-publication of such notice shall not invalidate such result.

5. Publication

5.1 Notices and Other Matters. The Issuer will publish all notices and other matters required to be published pursuant to the above provisions:

(a) on http://www.dt.tesoro.it/en/;

(b) through Cede & Co. (or such other person as may be nominated by DTC for this purpose), as nominee for DTC;

(c) in such other places, including in Gazzetta Ufficiale della Repubblica Italiana, and in such other manner as may be required by applicable law or regulation; and

(d) as in accordance with the terms and conditions of the Securities.

EXHIBIT A

FORM OF REGISTERED SECURITY

[Form of Face of Security]

[CUSIP No.                    ]

[ISFN No.                        ]

REPUBLIC OF ITALY

[Title of Securities]

No.   R-                      [Denomination]

Republic of Italy (herein called the “Issuer” or “Italy”), for value received, hereby promises to pay to                     , or registered assigns, the principal sum of                      [Currency] [                    ] on

[If the Security is to bear interest prior to maturity, insert-, and to pay interest thereon from                     or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [annually] [semi-annually] in arrears on                      [and                     ] in each year, commencing                      (each an “Interest Payment Date”), at the rate [of         % per annum] [to be determined in accordance with the provisions hereinafter set forth], until the principal hereof is paid or made available for payment [if applicable, insert-, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of         % per annum on any overdue principal [and premium] and on any overdue installment of interest]. 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              [or             ] (whether or not a business day) [, as the case may be] (each a “Regular Record Date”)[,] next preceding such Interest Payment Date. Interest will be calculated on the basis of [a 360-day year, consisting of twelve 30-day months]. 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 (as defined in the Fiscal Agency Agreement) 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.]

[Insert floating interest rate provisions, if applicable.]

[If the Security is not to bear interest prior to maturity, insert-(the “Stated Maturity”). The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of         % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of         % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

Principal of [(and premium, if any, on)] this Security shall be payable against surrender hereof at the corporate trust office of the Fiscal Agent, hereinafter referred to (or at such other offices or agencies as Italy may designate and notify the holders as provided in Paragraph 6[(e)] hereof) 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)] shall be made against surrender of registered Securities of a Series, and payments of [if applicable, insert- 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 registrar or[, in the case of payments of principal (and premium, if any)] to such other address as the registered holder may specify upon such surrender[; provided, however, that any payments shall be made, in the case of a registered holder of at least $                    aggregate principal amount of Securities of such Series, by transfer to an account maintained by the payee with a bank [located in                     ] if such registered holder so elects by giving notice to the Fiscal Agent, not less than [15] days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the date of the payments to be obtained, of such election and of the account to which payments are to be made). 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 and in Europe (which, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall include an office or agency in [Luxembourg] [London])] 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.

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:                     

REPUBLIC OF ITALY
By
	Name: Title:

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

CITIBANK, N.A. as Fiscal Agent
By
	Authorized Officer

[Form of Reverse

of Security]

1. This Security is one of a duly authorized issue of securities of the Issuer consisting of              principal amount of [Title of Securities] (herein called the “Securities”), issued and to be issued in accordance with a Fiscal Agency Agreement, dated as of January 29, 2013 (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 [the Borough of Manhattan, The City of New York] [London, England], and, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [Luxembourg] [London]. This Security is one of the Series designated on the face hereof [, limited in aggregate principal amount to $            ].

The Securities are the direct, unconditional and 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, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. 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.

Italy hereby agrees that it will not create any Encumbrances upon the whole or any part of its present or future revenues or assets to secure any present or future Public External Indebtedness without securing the Securities Outstanding (as defined in the Fiscal Agency Agreement) equally and ratably with such Public External Indebtedness, and the instrument creating any such mortgage, pledge or charge shall expressly provide therefor. “Encumbrances” shall mean any mortgage, charge, pledge, lien or other arrangement creating security other than (a) any Encumbrance on goods or other assets provided to or acquired by Italy and securing a sum of Public External Indebtedness not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services; or (b) any Encumbrance securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Encumbrance applies only to (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties. “Project Financing” shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project. “Public External Indebtedness” shall mean all indebtedness of Italy in the form of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or were intended to be quoted, listed or traded on any securities exchange or other securities market.

2. The Securities are issuable in fully registered form [(the “Registered Securities”), which rank pari passu without any discrimination, preferences or priority among

them whatsoever. Registered] [.] Securities are issuable in [the] authorized denomination[s] of $             [and [any integral multiple thereof] [integral multiples of $             above that amount]].

3. The Issuer shall maintain in [the Borough of Manhattan, The City of New York,] [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 [the Borough of Manhattan, The City of New York] [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 [Registered] Securities and registration of transfers of [Registered] Securities. [In addition, Italy has appointed the main offices of              in              and              in              as additional agencies (each a “Transfer Agent”) where Securities may be surrendered for registration of transfer or exchange.] 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 [the Borough of Manhattan, The City of New York] [London, England] [, and a Transfer Agent in a European city].

The transfer of a [Registered] Security is registrable on the aforementioned registrar upon surrender of such Security at the corporate trust office of the Fiscal Agent [or any Transfer 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. 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 [Registered] Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount.

At the option of the registered holder upon request confirmed in writing, [Registered] Securities may be exchanged for [Registered] Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] corporate trust office of the Fiscal Agent. Bearer Securities may not be issued in exchange for Registered Securities. Whenever any [Registered] Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, the [Registered] Securities which the registered holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon [the Transfer Agent or] the Fiscal Agent, as the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such reasonable requisitions as the Issuer may from time to time agree with [the Transfer Agents and] the Fiscal Agent.

[In the event of a redemption of the Securities in part, the Issuer shall not be required (i) to register the transfer or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any [Registered] Security, or portion thereof, called for redemption[, or (iii) to exchange any Bearer Security called for redemption, except for a Registered Security of like aggregate principal amount which is simultaneously surrendered for redemption].]

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, other than an exchange in connection with a partial redemption of a Security not involving any registration of a transfer.

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.

4. (a) The Issuer shall pay to the Fiscal Agent at its principal office in [the Borough of Manhattan, The City of New York] [London, England], on or prior to [each Interest Payment Date], [any redemption 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], [the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on,] and the principal of, the Securities due and payable on such [Interest Payment Date], [redemption 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], [redemption price] and principal in accordance with the terms of the Securities. Any monies paid by the Issuer to 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, upon call for redemption 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, on)] [or interest on] any Security [or the date fixed for redemption of any Security] shall be at any place of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal [(and premium)] [or interest] need not be made on such date at such place but may be made on the next succeeding day at such place which is not a day on which banking institutions are authorized or obligated by law to close, with the same force and effect as if made on the date for such payment [or the date fixed for redemption], and no interest shall accrue for the period after such date.

5. (a) All payments of principal and interest in respect of the Securities will be exempted 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 ordinarily 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 in respect of any Security presented for payment:

(i) by or 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) 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 expiry 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) 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.

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 Agency 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 subdivision 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. [(a) [If applicable, insert - The Securities of this Series are subject to redemption upon not more than 60 nor less than 30 days’ notice given as hereinafter provided, [if applicable, insert - (1) on             in any year commencing with the year             and ending with the year             through operation of the sinking fund for this Series at a redemption price equal to 100% of the principal amount, and (2) [at any time [on

or after             ], as a whole or in part, at the election of the Issuer, at the following redemption prices (expressed as percentages of the principal amount of the Securities to be redeemed]: if redeemed [on or before             %, and if redeemed] during the 12-month period beginning            of the years indicated.

Year Redemption Price Year Redemption Price

and thereafter at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, together, in the case of each of [(1) and (2)] foregoing, with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date, but interest installments on [Registered] Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the relevant Record Dates referred to above. [Partial redemptions must be in an amount not less than $             principal amount of Securities.]]¹

(b) As and for a sinking fund for the retirement of the Securities, the Issuer will, until all Securities are paid or payment thereof provided for, deposit with the Fiscal Agent, prior              to in each year, commencing in              and ending in              an amount in cash sufficient to redeem on such              [not less than $             and not more than] $             principal amount of Securities at the redemption price specified above for redemption through operation of the sinking fund. [The minimum amount of any sinking fund payment as specified in this Paragraph is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount is herein referred to as an “optional sinking fund payment”.] The cash amount of any [mandatory] sinking fund payment is subject to reduction as provided below. Each sinking fund payment shall be applied to the redemption of Securities on such              as herein provided. [The right to redeem Securities through optional sinking fund payments shall not be cumulative and to the extent not availed of on any sinking fund redemption date will terminate. The Issuer (i) may deliver Outstanding Securities (other than any previously called for redemption) and (ii) may apply as a credit Securities which have been redeemed otherwise than through the application of [mandatory] sinking fund payments, in each case in satisfaction of all or any part of any (mandatory) sinking fund payment and the amount of such (mandatory) sinking fund payment shall be reduced accordingly.]

[(c) In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent not less than 30 days prior to the redemption date from the Outstanding Securities not previously called for redemption, by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $             or any integral multiple thereof) of the principal amount of [Registered] Securities of a denomination larger than $            .]

[(d) Notices to redeem Securities shall be given to holders of [Registered] Securities in writing mailed, first-class postage prepaid, to each holder of [Registered] Securities, or portions thereof, so to be redeemed, at his address as it appears in the register

¹  Modification necessary if the Security is an Original Issue Discount Security.

hereinabove referred to. [In the case of a redemption in whole,] such notice will be given once not more that 60 days nor less than 30 days prior to the date fixed for redemption. [In the case of a partial redemption, notice will be given twice, the first such notice (the “First Partial Redemption Notice”) to be given not less than 45 days nor more than 60 days prior to the date fixed for redemption and the second such notice (the “Second Partial Redemption Notice”) to be given at least 20 days thereafter but not less than 20 days prior to the date fixed for redemption.] If by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the mailed notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to other Securities. Such notices will be deemed to have been given on the date of mailing. Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed [(or portion thereof in the case of a partial redemption of a [Registered] Security)], that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice² and that on and after said date interest thereon will cease to accrue [and that such redemption is for the sinking fund if such is the case]. [In addition, in the case of a partial redemption, the [First Partial Redemption] [N]otice shall specify the last date [prior to the Second Partial Redemption Notice] on which exchanges or registration of transfers of Securities may be made[,] [and the Second Partial Redemption Notice shall also specify] the Securities called for redemption and the aggregate principal amount of the Securities to remain Outstanding after the redemption.]]

(e) If notice of redemption has been given in the manner set forth in clause [(d)] of this Paragraph 6, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, the Securities shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified [(together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date)]. From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the corporate trust office of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, and the only right of the holders of such Securities shall be to receive payment of the redemption price (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date) as aforesaid. If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.

[(f) Any [Registered] Security which is to be redeemed only in part shall be surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the holder thereof or his attorney duly authorized in writing, and the Issuer shall

²  Modification necessary if zero-coupon security.

execute, and the Fiscal Agent shall authenticate and deliver to the registered Holder of such Security without service charge, a new [Registered] Security or Securities of this Series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.]

7. In the event:

(a) of default in the payment of any principal of [or 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 a period of 60 days following written notice thereof to Italy by any Securityholder; or

(c) that (i) any other present or future Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) becomes due and payable prior to the stated maturity thereof by reason of default in payment of principal thereof or premium, if any, or interest thereon, or any such Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) 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 Public External Indebtedness;

the Fiscal Agent shall, upon the instruction of the holders of not less than 25% in aggregate principal amount of the [Registered] Securities then Outstanding, declare [if the Security is not an Original Issue Discount Security - the principal of this Security and the interest accrued hereon] [if the Security is an Original Issue Discount Security - an amount of principal of this Security determined as hereinafter provided] to be immediately due and payable. Upon any declaration of acceleration properly given in accordance with this Paragraph 7, all amounts payable on the Securities will become immediately due and payable on the date that written notice of acceleration is received by the Issuer and the Fiscal Agent at its corporate trust office, unless all such defaults have been remedied or waived prior to the receipt of such written notice by the Issuer and the Fiscal Agent.

The holders of more than 50% of the aggregate principal amount of the [Registered] Securities then Outstanding, by written notice to the Issuer and to the Fiscal Agent as set forth in the Fiscal Agency Agreement may, on behalf of all the holders, rescind or annul any notice of acceleration given pursuant to this Paragraph 7.

[[ ]. Add in particular covenants relating to the Securities of this Series.]

[[8.] 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 the 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 [8] 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.

[9.]

Italy and the Fiscal Agent may, with the approval and/or upon the written consent of holders of Securities as provided in the Fiscal Agency Agreement, and in accordance with the procedures and with the effect set forth in the Fiscal Agency Agreement, 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. [Add reference to any additional Reserved Matters applicable to the Securities of this Series]. Notwithstanding anything to the contrary herein, the terms and conditions of the Securities and any agreement governing the issuance or administration of the Securities may be modified by the Issuer without the consent of any holders of the Securities: (i) to correct a manifest error or cure an ambiguity; or (ii) if the modification is of a formal or technical nature or for the benefit of the holders of the Securities. The Issuer will publish the details of any modification of the Securities made pursuant to this Paragraph 9 within ten days of the modification becoming legally effective.

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.] 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.

[11.] No holder of Securities will be entitled to institute proceedings against the Issuer or take steps to enforce the rights of the holders of Securities under the terms and conditions of the Securities unless the Fiscal Agent, having become bound to proceed in accordance with these terms and conditions, has failed to do so within a reasonable time and such failure is continuing.

[12.] This Security shall be governed by, and interpreted in accordance with, the laws of the State of New York.

[13.] [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 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.]

[14.] 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 (except as to venue) in any competent court in the Republic of Italy. 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 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. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States Federal securities laws.

EXHIBIT B

FORM OF BEARER SECURITY

[Form of Face of

Security]

[ISIN No.            ]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

REPUBLIC OF ITALY

[Title of Securities]

No. B-                     [Denomination]

Republic of Italy (herein called the “Issuer” or “Italy”), for value received, hereby promises to pay to bearer the principal sum             of [Currency] [            ] on             .

[if the security is to bear interest prior to maturity, insert-, and to pay interest thereon from the date hereof [annually],[semi-annually] in arrears on             [and            ] in each year, commencing             (each an “Interest Payment Date”), at the rate [of        % per annum] [to be determined in accordance with the provisions hereinafter set forth], until the principal hereof is paid or made available for payment [if applicable insert -, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of        % per annum on any overdue principal [and premium] and on any overdue installment of interest]. Interest will be calculated on the basis of [a 360-day year consisting of twelve 30-day months].

[Insert floating interest rate provisions, if applicable.]

[If the Security is not to bear interest prior to maturity, insert- (the “Stated Maturity”). The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of         % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of         % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

Subject to applicable laws and regulations, principal of [(and premium, if any, on)] this Security shall be payable against presentation and surrender of this Security at the offices of the Paying Agents named on the reverse hereof¹ and at such other offices or agencies as the Issuer shall have appointed for the purpose pursuant to the Fiscal Agency Agreement hereinafter named and notified to the holders of the Securities. [Interest on this Security due on or before maturity shall be payable, by check to the bearer of each Coupon appertaining hereto in the amount set forth in such Coupon, on or after the due date for such payment as set forth in such Coupon, upon presentation and surrender thereof at the offices of the Paying Agents set forth on the reverse of such Coupon or at such other offices or agencies as the Issuer shall have appointed for the purpose pursuant to the Fiscal Agency Agreement and notified to the holders of the Securities.] No payment of principal [(or premium, if any)] [or interest] in respect of this Security shall be made at an office or agency of the Issuer in the United States (as defined on the reverse hereof), and no check in payment thereof which is mailed shall be mailed to an address in the United States, nor shall any transfer made in lieu of payment by check be made to an account maintained by the payee with a bank in the United States. Notwithstanding the foregoing, such payments may be made at an office or agency located in the United States if such payments are to be made in U.S. dollars and if payment of the full amount so payable at each office of the Fiscal Agent and of each Paying Agent outside the United States appointed and maintained pursuant to the Fiscal Agency Agreement is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the full payment or receipt of such amount in U.S. dollars. 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 and in Europe (which, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall include an office or agency in [Luxembourg] [London])] 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.

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, neither this Security nor any Coupon appertaining hereto shall be valid or obligatory for any purpose.

¹  Each such office is to be outside the United States, as defined herein.

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

²Dated:                     

REPUBLIC OF ITALY

By

Name:

Title:

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

CITIBANK, N.A.
	as Fiscal Agent
By
	Authorized Officer

²  To be dated the date from which interest accrues.

[Form of Reverse

of Security]

1. This Security is one of a duly authorized issue of securities of Italy consisting of             Principal amount of [Title of Securities] (herein called the “Securities”), issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of January 29, 2013 (herein called the “Fiscal Agency Agreement”) between Italy 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 [the Borough of Manhattan, The City of New York] [London, England,] and, so long as the Securities are listed on the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [Luxembourg] [London]. This Security is one of the series designated on the face hereof [, limited in aggregate principal amount to $            ].

The Securities are the direct, unconditional and 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, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. 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.

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 Public External Indebtedness without securing the Securities Outstanding (as defined in the Fiscal Agency Agreement) equally and ratably with such Public External Indebtedness, and the instrument creating any such mortgage, pledge or charge shall expressly provide therefor. “Encumbrance” shall mean any mortgage, charge, pledge, lien or other arrangement creating security other than (a) any Encumbrance on goods or other assets provided to or acquired by Italy and securing a sum of Public External Indebtedness not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services; or (b) any Encumbrance securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Encumbrance applies only to (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties. “Project Financing” shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project. “Public External Indebtedness” shall mean all indebtedness of Italy in the form of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or were intended to be quoted, listed or traded on any securities exchange or other securities market.

2. The Securities are issuable in bearer form (the “Bearer Securities”) with coupons (the “Coupons”)³ at the time of issue attached thereto for the amount due on each Interest Payment Date and in fully registered form (the “Registered Securities”), both of which rank pari passu without any discrimination, preference or priority among them whatsoever. Bearer Securities are issuable in [the] authorized denomination(s) of $             [and $            ], and Registered Securities are issuable in [the] authorized denomination(s) of $             [and [any integral multiple thereof] [integral multiples of $             above that amount]].

3. The Issuer shall maintain in [the Borough of Manhattan, The City of New York] [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 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, the Issuer will provide for the registration of Registered Securities and of transfers of Registered Securities. In addition, the Issuer has appointed the main offices of              in              and              in              as additional agencies (each a “Transfer Agent”) where Securities may be surrendered for registration of transfer or exchange. The Issuer 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] [the Borough of Manhattan, The City of New York] (in the event Securities are issued in registered form) [, and a Transfer Agent in a European city].

At the option of the bearer hereof upon request confirmed in writing, Bearer Securities may be exchanged for Registered Securities, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Bearer Securities to be exchanged, together with all unmatured Coupons and all matured Coupons in default appertaining thereto, at the office of any Transfer Agent or at the corporate trust office of the Fiscal Agent. If the bearer hereof is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Issuer in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Fiscal Agent if there be furnished to them such security or indemnity as they may require to save each of them and each other agency of the Issuer hereunder harmless. Notwithstanding the foregoing, if a Bearer Security is surrendered in exchange for a Registered Security (i) after the close of business on the             ⁴ [or             *] next preceding an Interest Payment Date and before the opening of business on such Interest Payment Date, or (ii) after the close of business on any special record date for the payment of defaulted interest and before the opening of business on the relevant proposed date of payment of such defaulted interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be, and the interest payable on such Interest Payment Date or proposed date of payment shall not be payable in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the holder of such Coupon upon presentation and surrender thereof when due. Bearer Securities may not be issued in exchange for Registered Securities.

³  References to coupons should be deleted as appropriate for non-interest-bearing Securities of a Series.

⁴  Insert Record Dates in respect of Registered Securities.

[In the event of a redemption of the Securities in part, the Issuer shall not be required (i) to register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, called for redemption, or (iii) to exchange any Bearer Security called for redemption, except for a Registered Security of like aggregate principal amount which is simultaneously surrendered for redemption.]

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, 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, other than an exchange in connection with a partial redemption of a Security not involving any registration of a transfer.

Title to Bearer Securities and Coupons shall pass by delivery. The Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may deem and treat the bearer of a Bearer Security, the bearer of a Coupon and the person in whose name a Registered Security is registered as the owner thereof for all purposes, whether or not such Security or Coupon be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.

4. (a) The Issuer shall pay to the Fiscal Agent at its principal office in [the Borough of Manhattan, The City of New York], [London, England] on or prior to [each Interest Payment Date], [any redemption 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], [the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on,] and the principal or, the Securities due and payable on such [Interest Payment Date], [redemption 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], [redemption price] and principal in accordance with the terms of the Securities. Any monies paid by the Issuer to 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, upon call for redemption 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, on)] [or interest on] any Security [or the date fixed for redemption of any Security] shall be at any place of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal [(and premium)] [or interest] need not be made on such date at such place but may be made on the next succeeding day at such place which is not a day on which banking institutions are authorized or obligated by law to close, with the same force and effect as if made on the date for such payment [or the date fixed for redemption], and no interest shall accrue for the period after such date.

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 ordinarily 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 in respect of any Security presented for payment.

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

(ii) 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 expiry 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) 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.

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 Agency 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 subdivision 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. (a) [If applicable, insert–The Securities of this Series are subject to redemption upon not more than 60 nor less than 30 days’ notice given as hereinafter provided. [If applicable, insert–(1) on              in any year commencing with the year              and ending with the year              through operation of the sinking fund for this Series at a redemption price equal to 100% of the principal amount, and (2)] [at any time (on or after             ], as a whole or in part, at the election of the Issuer, at the following redemption prices (expressed as percentages of the principal amount of the Securities to be redeemed): if redeemed [on or before             ,         %, and if redeemed] during the 12-month period beginning              of the years indicated.

Year Redemption Price Year Redemption Price

and thereafter at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, together, in the case of each of [(1) and (2)] foregoing, with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date, but interest installments on [Registered] Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the relevant Record Dates referred to above.)]] [Partial redemptions must be in an amount not less than $             principal amount of Securities.]⁵

[(b) As and for a sinking fund for the retirement of the Securities, the Issuer will, until all Securities are paid or payment thereof provided for, deposit with the Fiscal Agent, prior to              in each year, commencing in              and ending in              an amount in cash sufficient to redeem such              [not less than $             and not more than] $             principal amount of Securities at the redemption price specified in this Paragraph for redemption through operation of the sinking fund. [The minimum amount of any sinking fund payment as specified above is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount is herein referred to as an “optional sinking fund payment”.] The cash amount of any (mandatory) sinking fund payment is subject to reduction as provided below. Each sinking fund payment shall be applied to the redemption of Securities on such              as herein provided. [The right to redeem Securities through optional sinking fund payments shall not be cumulative and to the extent not availed of on any sinking fund redemption date will terminate. The Issuer (i) may deliver Outstanding Securities (other than any previously called for redemption) together, in the case of Bearer Securities, with all unmatured Coupons appertaining thereto and (ii) may apply as a credit Securities which have been redeemed otherwise than through the application of [mandatory] sinking fund payments, in each case in satisfaction of all or any part of any [mandatory] sinking fund payment and the amount of such [mandatory] sinking fund payment shall be reduced accordingly.]

⁵  Modification necessary if the Security is an Original Issue Discount Security.

[(c) In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent not less than 60 days prior to the redemption date from the Outstanding Securities not previously called for redemption, in the case of Bearer Securities, individually by lot and, in the case of Registered Securities, by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $             or any integral multiple thereof) of the principal amount of Registered Securities of a denomination larger than $            ]

[(d) Notices to redeem Securities shall be given to holders of Bearer Securities by publication at least once in a leading daily newspaper in the English language of general circulation in Europe, which so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall be a daily newspaper of general circulation in [Luxembourg] [London] and to holders of Registered Securities in writing mailed, first-class postage prepaid, to each holder of Registered Securities, or portions thereof, so to be redeemed, at his address as it appears in the register hereinabove referred to. [In the case of a redemption in whole,] (s)uch notice will be given once not more than 60 days nor less than 30 days prior to the date fixed for redemption. [In the case of a partial redemption, notice will be given twice, the first such notice (the “First Partial Redemption Notice”) to be given not less than 45 days not more than 60 days prior to the date fixed for redemption and the second such notice (the “Second Partial Redemption Notice”) to be given at least 20 days thereafter but not less than 20 days prior to the date fixed for redemption.] The term “daily newspaper” as used herein shall be deemed to mean a newspaper customarily published on each business day, whether or not it shall be published in Saturday, Sunday or holiday editions. If by reason of the suspension of publication of any newspaper or of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the publication or mailed notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to other Securities. Such notices will be deemed to have been given on the date of such publication or mailing or, if published in such newspapers on different dates, on the date of the first such publication. Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed (or portion thereof in the case of a partial redemption of a Registered Security), together, in the case of a Bearer Security, with all appurtenant Coupons, if any, maturing subsequent to the date fixed for redemption, that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice,⁶ and that on and after said date interest thereon will cease to accrue [and that such redemption is for the sinking fund if such is the case]. [In addition, in the case of a partial redemption, the [First Partial Redemption] [N]otice shall specify the last date [prior to the Second Partial Redemption Notice] on which exchanges or registration of transfers of Securities may be made [.] [and the Second Partial Redemption Notice shall also specify] the Securities called for redemption and the aggregate principal amount of the Securities to remain Outstanding after the redemption.]]

⁶  Modification necessary if zero coupon security.

(e) If notice of redemption has been given in the manner set forth in clause [(d)] of this Paragraph 6, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, together in the case of Bearer Securities with all appurtenant Coupons, if any, maturing subsequent to the redemption date, the Securities shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified [together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date; provided, however, that interest due on or prior to the redemption date on Bearer Securities shall be payable only upon the presentment and surrender of Coupons for such interest (at an office or agency outside the United States except as otherwise provided on the face of the Bearer Securities)]. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the redemption date, such Security may be paid after deducting from the amount otherwise payable an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Fiscal Agent if they are furnished with such security or indemnity as they may require to save each of them and each other paying agency of the Issuer harmless. From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the corporate trust office of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, the Coupons appertaining to Bearer Securities maturing subsequent to the redemption date shall be void, and the only right of the holders of such Securities shall be to receive payment of the redemption price [together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date] as aforesaid. If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.

7. 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 a period of 60 days following written notice thereof to Italy by any Securityholder; or

(c) that (i) any other present or future Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) becomes due and payable prior to the stated maturity thereof by reason of default in payment of principal thereof or premium, if any, or interest thereon, or any such Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) 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 Public External Indebtedness;

the Fiscal Agent shall, upon the instruction of the holders of not less than 25% in aggregate principal amount of the [Bearer] Securities then Outstanding, declare [if the Security is not an Original Issue Discount Security–the principal of this Security and the interest accrued hereon] [If the Security is an Original Issue Discount Security–an amount of principal of this Security determined as hereinafter provided] to be immediately due and payable. Upon any

declaration of acceleration properly given in accordance with this Paragraph 7, all amounts payable on the Securities will become immediately due and payable on the date that written notice of acceleration is received by the Issuer and the Fiscal Agent at its corporate trust office, unless all such defaults have been remedied or waived prior to the receipt of such written notice by the Issuer and the Fiscal Agent.

The holders of more than 50% of the aggregate principal amount of the [Bearer] Securities then Outstanding, by written notice to the Issuer and to the Fiscal Agent as set forth in the Fiscal Agency Agreement may, on behalf of all the holders, rescind or annul any notice of acceleration given pursuant to this Paragraph 7.

[[    ]. Add in particular covenants relating to the Securities of this Series.]

[[8.] If any mutilated Security or a Security with a mutilated coupon appertaining to it 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, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.

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 or coupon, 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 or coupon 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 or exchange for the Security to which such coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of like tenor and principal amount and bearing a number not contemporaneously Outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.

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 the expenses of the Fiscal Agent) connected therewith.

Every new Security with its coupons, if any, issued pursuant to this Paragraph in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone.

Any new Security delivered pursuant to this Paragraph shall be so dated the date of its authentication.

The provisions of this Paragraph [8] 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 or coupons.

[9.] Italy and the Fiscal Agent may, with the approval and/or upon the written consent of holders of Securities as provided in the Fiscal Agency Agreement, and in accordance with the procedures and with the effect set forth in the Fiscal Agency Agreement, 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. [Add reference to any additional Reserved Matters applicable to the Securities of this Series]. Notwithstanding anything to the contrary herein, the terms and conditions of the Securities and any agreement governing the issuance or administration of the Securities may be modified by the Issuer without the consent of any holders of the Securities: (i) to correct a manifest error or cure an ambiguity; or (ii) if the modification is of a formal or technical nature or for the benefit of the holders of the Securities. The Issuer will publish the details of any modification of the Securities made pursuant to this Paragraph 9 within ten days of the modification becoming legally effective.

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.] 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.

[11.] No holder of Securities will be entitled to institute proceedings against the Issuer or take steps to enforce the rights of the holders of Securities under the terms and conditions of the Securities unless the Fiscal Agent, having become bound to proceed in accordance with these terms and conditions, has failed to do so within a reasonable time and such failure is continuing.

[12.] This Security shall be governed by, and interpreted in accordance with, the laws of the State of New York.

[13.] [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 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.]

[14.] 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 or coupons 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 or coupons which may be instituted by the holder of any Security in any State or Federal court in The City of

New York or (except as to venue) in any competent court in the Republic of Italy. 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 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 or coupons which may be instituted by the holder of any Security or coupon in any State or Federal court in The City of New York or in any competent court in the Republic of Italy. Neither such appointment nor such waiver of immunity shall be interpreted to include actions brought under the United States Federal securities laws.

[FORM OF COUPON]

[Form of Face of Coupon]

[ISIN No.                        ]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

[R-]⁷

[Currency]        

Due                   

REPUBLIC OF ITALY

[Title of Securities]

Unless the Security to which this Coupon appertains shall have been called for previous redemption and payment thereof duly provided for, on the date set forth hereon, the Republic of Italy (the “Issuer”) will pay to bearer, upon surrender hereof, the amount shown hereon (together with any additional amounts in respect thereof which the Issuer may be required to pay according to the terms of said Security) at the paying agencies set out on the reverse hereof or at such other places outside the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction as the Issuer may determine from time to time, at the option of the bearer as provided in the Security, by [United States dollar check drawn on a bank in The City of New York or transfer to a United States dollar account maintained by the payee with a bank located outside the United States, being the interest then payable on said Security].

REPUBLIC OF ITALY

By

⁷  For Coupons maturing on or after the date, if any, on which a partial redemption of Securities is possible, insert the letter “R” in front of the coupon number. The coupon number, payment amount and due date should appear in the right-hand section of the face of the Coupon.

Form of Reverse of Coupon

PAYING AGENTS

⁸

⁸  Insert names and addresses of initial paying agents located outside the United States.

EXHIBIT C

[FORM OF TEMPORARY BEARER GLOBAL SECURITY]

REPUBLIC OF ITALY

(Title of Securities)

Republic of Italy (herein called the “Issuer” or “Italy”), for value received, hereby promises to pay to bearer upon presentation and surrender of this temporary bearer global Security the principal sum of              [Currency] (            ).

[If the Security is to bear interest prior to maturity, insert -, and to pay interest [thereon] [calculated on ] from the date hereof [annually] [semi-annually] in arrears on              [and             ] in each year, commencing              (each an “Interest Payment Date”), at the rate [of             % per annum] [to be determined in accordance with the provisions hereinafter set forth], until the principal hereof is paid or made available for payment [If applicable insert -, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of         % per annum on any overdue principal and premium and on any overdue installment of interest); provided, however, that interest on this temporary bearer global Security shall be payable only after the issuance of the definitive Securities for which this temporary bearer global Security is exchangeable and, in the case of definitive bearer Securities; only upon presentation and surrender (at an office or agency outside the United States, except as otherwise provided in the Fiscal Agency Agreement referred to below) of the interest coupons thereto attached as they severally mature. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.]

[Insert floating interest rate provisions, if applicable.]

[If the Securities are not to bear interest prior to maturity, insert - (the “Stated Maturity”). The principal of this temporary bearer global Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this temporary bearer global Security shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand; provided, however, that such interest shall be payable only after the issuance of the definitive bearer Securities for which this temporary bearer global Security is exchangeable. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand, subject to the proviso in the preceding sentence.]

This temporary bearer global Security is one of a duly authorized issue of Securities of Italy designated as specified in the title hereof, issued and to be issued under the Fiscal Agency Agreement, dated as of January 29, 2013 (“Fiscal Agency Agreement”), between Italy and Citibank, N.A., as Fiscal Agent (“Fiscal Agent”). It is a temporary security and is exchangeable in whole or from time to time in part without charge upon request of the holder hereof for definitive bearer Securities [If the Securities of the Series are to bear

interest prior to maturity, insert - with interest coupons attached.] or in registered form, without coupons, of authorized denominations, or in the form of one or more definitive bearer global Securities, or any combination thereof, (a) if a date or the manner of its determination, prior to which no such exchange may be made has been designated pursuant to the Fiscal Agency Agreement, not earlier than such date and (b) as promptly as practicable following presentation of certification, in the form required by the Fiscal Agency Agreement for such purpose, that the beneficial owner or owners of this temporary bearer global Security, (or, if such exchange is only for a part of this temporary bearer global Security, of such part) are not U.S. persons other than (certain financial institutions). Definitive bearer Securities and definitive bearer global Securities to be delivered in exchange for any part of this temporary bearer global Security shall be delivered only outside the United States. Upon any exchange of a part of this temporary bearer global Security for definitive Securities, the portion of the principal amount hereof so exchanged shall be endorsed by the Fiscal Agent on the Schedule hereto, and the principal amount hereof shall be reduced for all purposes by the amount so exchanged.

Until exchanged in full for definitive Securities, this temporary bearer global Security shall in all respects be entitled to the same benefits and subject to the same terms and conditions of, and Italy shall be subject to the same restrictions as those to be endorsed on, the definitive Securities and those contained in the Fiscal Agency Agreement, except that neither the holder hereof nor the beneficial owners of this temporary bearer global Security shall be entitled to receive payment of interest hereon.

This temporary bearer global Security shall be governed by, and interpreted in accordance with, the laws of the State of New York.

All terms used in this temporary bearer global Security which are defined in the Fiscal Agency Agreement, including the exhibits thereto, or the definitive Securities shall have the meanings assigned to them therein.

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by the manual signature of one of its duly authorized officers, this temporary bearer global Security shall not be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this temporary bearer global Security to be duly executed.

Dated:	REPUBLIC OF ITALY
	By:
	Name:
	Title:

This is the temporary bearer global Security referred to in the within-mentioned Fiscal Agency Agreement.

CITIBANK, N.A.
As Fiscal Agent
By:
	Authorized Officer

SCHEDULE OF EXCHANGES

Date made Principal amount exchanged for definitive Securities Remaining principal amount following such exchange Notation made on behalf of the Fiscal Agent

EXHIBIT D

FORM OF GLOBAL DTC SECURITY

[Form of Face of Security]

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.                         [Denomination]

REPUBLIC OF ITALY

[Title of Securities]

CUSIP                             

ISIN                             

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 in the attached Schedule A, which principal sum at any time shall not exceed             [Currency] [            ] on            . [If the Security is to bear interest prior to maturity, insert -, and to pay interest thereon [at the rate of            % per annum][to be determined in accordance with the provisions hereinafter set forth] from and including             [, until the principal hereof is paid or made available for payment [If applicable, insert - , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of             % per annum on any overdue principal [and premium] and on any overdue installments of interest]. Interest shall be payable semi-annually in arrears [in two equal payments] commencing             [on             [and             ]] 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, unless it would thereby fall into the next calendar month, in which event the Interest Payment Date shall be the immediately preceding Banking Day]. 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.

[If fixed interest rate, insert - 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             and             [, 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 (as defined in the Fiscal Agency Agreement) 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.]

[Insert floating interest rate provisions, if applicable.]

[If the Security is not to bear interest prior to maturity, insert - (the “Stated Maturity”). The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of            % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

Principal of [(and premium, if any, on)] this Security shall be payable at the corporate trust office of [insert name of Paying Agent], as paying agent or its successor (the “Paying 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 registered Securities of a Series, and payments of [if applicable, insert - 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 [and in Europe (which, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall include an office or agency in [Luxembourg] [London])] 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 is set forth at this place.

The Securities are issued pursuant to a Fiscal Agency Agreement, dated as of January 29, 2013, between Italy and Citibank N.A. (the “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:                    

REPUBLIC OF ITALY
By
	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
	Authorized Officer

[Form of Reverse of Security]

REVERSE OF DTC NOTE

REPUBLIC OF ITALY

[Title of Securities]

1. (a) This Security is one of a duly authorized issue of securities of the Issuer consisting of              principal amount of [Title of Securities] (herein called the “Securities”), issued and to be issued in accordance with a Fiscal Agency Agreement, dated as of January 29, 2013 (herein called the “Fiscal Agency Agreement”), between the Issuer and Citibank, N.A. in respect of the issue of the Securities (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 [the Borough of Manhattan, The City of New York] [London, England] [, and, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [Luxembourg] [London].] This Security is one of the Series designated on the face hereof [, limited in aggregate principal amount to [Currency]             .]¹

(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, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. 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.

(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 Public External Indebtedness without securing the Securities Outstanding (as defined in the Fiscal Agency Agreement) equally and ratably with such Public 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 (a) any Encumbrance on goods or other assets provided to or acquired by Italy and securing a sum of Public External Indebtedness not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services; or (b) any Encumbrance securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Encumbrance applies only to (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties. “Project Financing” shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project. “Public External Indebtedness” shall mean all indebtedness of Italy in the form

¹  See Paragraph 11

of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or were intended to be quoted, listed or traded on any securities exchange or other securities market.

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”), each registered in the name of either (x) Cede & Co., or a nominee thereof, in respect of interests held through DTC, or a successor of DTC or a nominee thereof, or (y) Citivic Nominees Limited, a nominee of Citibank, N.A., London office, as common depositary for, and in respect of interests held through, Euroclear and Clearstream or a successor to Euroclear or Clearstream or a nominee thereof, (each of DTC, Euroclear and Clearstream, and any successor to any of them, is referred to herein as a “Clearing System”) and (i) no Global Security may be transferred, except in whole and not in part, and only to a Clearing System, one or more nominees of a Clearing System or one or more respective successors of a 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 Global Security, a Global Security may be transferred to, or exchanged for registered Securities registered in the name of, a person other than a Clearing System, a nominee of a Clearing System or a successor of a Clearing System or its nominee if (i) the relevant Clearing System (a) notifies Italy that it is unwilling or unable to continue as depositary for such Global Security or (b) in the case of DTC, or a successor thereto, 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 a Global Security 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 [7]). 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 denomination[s] of [Currency]              [and [integral multiples thereof.] [integral multiples of [Currency]              above that amount]].

3. The Issuer shall maintain in [the Borough of Manhattan, The City of New York] [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 [the Borough of Manhattan, The City of New York] [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. [In addition, Italy has appointed the main offices of              in              and              in              as additional agencies (each a “Transfer Agent”) where Securities may be surrendered for registration of transfer or exchange.] 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 [the Borough of Manhattan, The City of New York] [London, England][, and a Transfer Agent in a European City].

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 [or any Transfer 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.

[At the option of the registered holder upon request confirmed in writing, Registered Securities may be exchanged for Registered Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] corporate trust office of the Fiscal Agent. Bearer Securities may not be issued in exchange for Registered Securities. Whenever any Registered Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, the Registered Securities which the registered holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon [the Transfer Agent or] the Fiscal Agent, as the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such reasonable requisitions as the Issuer may from time to time agree with [the Transfer Agents and] the Fiscal Agent.]

[In the event of a redemption of the Securities in part, the Issuer shall not be required (i) to register the transfer or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any [Registered] Security, or portion thereof, called for redemption.]

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 in respect thereof first becomes due or, if the full amount of the money has not been received by a Fiscal Agent on or prior to such due date, the date on which, the full amount of such money having been so received, notice to that effect shall have been given to the holders.

4. (a) The Issuer shall pay to the Fiscal Agent at its principal office in [the Borough of Manhattan, The City of New York] [London, England], on or prior to [each Interest Payment Date] [any redemption 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 redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on,] the principal of, the Securities due and payable on such [Interest Payment Date] [redemption 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] [, redemption price and] principal in accordance with the terms of the Securities. Any monies paid by the Issuer to 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 [or the date fixed for redemption of any Security] shall not be a Banking Day, then payment of principal [(and premium)] need not be made on such date at such place but may be made on [the next succeeding Banking Day with the same force and effect as if made on the date for such payment [or the date fixed for redemption], and no interest shall accrue for the period after such date unless any [Interest Payment Date] would thereby fall into the next calendar month, in which event the [Interest Payment Date] shall be the immediately preceding Banking Day].

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; or

(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.

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 subdivision 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 paragraph in 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. (a) [If applicable, insert - The Securities of this Series are subject to redemption upon not more than 60 nor less than 30 days’ notice given as hereinafter provided, [if applicable, insert - (1) on              in any year              commencing with the year              and ending with the year              through operation of the sinking fund for this Series at a redemption price equal to 100% of the principal amount, and (2) [at any time [on or after             ], as a whole or in part, at the election of the Issuer, at the following redemption prices (expressed as percentages of the principal amount of the Securities to be redeemed]: if redeemed [on or before             %, and if redeemed] during the 12-month period beginning              of the years indicated.

Year Redemption Price Year Redemption Price

and thereafter at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, together, in the case of each of [(1) and (2)] foregoing, with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date, but interest installments on [Registered] Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the

relevant Record Dates referred to above. [Partial redemptions must be in an amount not less than $             principal amount of Securities.]]²

[(b) As and for a sinking fund for the retirement of the Securities, the Issuer will, until all Securities are paid or payment thereof provided for, deposit with the Fiscal Agent, prior to              in each year, commencing in              and ending in              an amount in cash sufficient to redeem on such              [not less than $             and not more than] $              principal amount of Securities at the redemption price specified above for redemption through operation of the sinking fund. [The minimum amount of any sinking fund payment as specified in this Paragraph is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount is herein referred to as an “optional sinking fund payment”.] The cash amount of any [mandatory] sinking fund payment is subject to reduction as provided below. Each sinking fund payment shall be applied to the redemption of Securities on such              as herein provided. [The right to redeem Securities through optional sinking fund payments shall not be cumulative and to the extent not availed of on any sinking fund redemption date will terminate. The Issuer (i) may deliver Outstanding Securities (other than any previously called for redemption) and (ii) may apply as a credit Securities which have been redeemed otherwise than through the application of [mandatory] sinking fund payments, in each case in satisfaction of all or any part of any (mandatory) sinking fund payment and the amount of such (mandatory) sinking fund payment shall be reduced accordingly.]

[(c) In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent not less than 30 days prior to the redemption date from the Outstanding Securities not previously called for redemption, by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to [Currency]              or any integral multiple thereof) of the principal amount of Registered Securities of a denomination larger than [Currency]             .]

[(d) Notices to redeem Securities shall be given by publication at least once in a leading daily newspaper in the English language of general circulation in Europe which, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall be a daily newspaper of general circulation in [Luxembourg] [London] [and] to holders of Registered Securities in writing mailed, first-class postage prepaid, to each holder of Registered Securities, or portions thereof, so to be redeemed, at his address as it appears in the register hereinabove referred to. [In the case of a redemption in whole,] such notice will be given once not more that 60 days nor less than 30 days prior to the date fixed for redemption. [In the case of a partial redemption, notice will be given twice, the first such notice (the “First Partial Redemption Notice”) to be given not less than 45 days nor more than 60 days prior to the date fixed for redemption and the second such notice (the “Second Partial Redemption Notice”) to be given at least 20 days thereafter but not less than 20 days prior to the date fixed for redemption.] [The term “daily newspaper” as used herein shall be deemed to mean a newspaper customarily published on each business day, whether or not it shall be published in Saturday, Sunday or holiday editions.] If by reason of the suspension of [publication of any newspaper or of] regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such

²  Modification necessary if the Security is an Original Issue Discount Security.

notification shall, so far as may be practicable, approximate the terms and conditions of the [publication or] mailed notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to other Securities. Such notices will be deemed to have been given on the date of [such publication or] mailing [or, if published in such newspapers on different dates, on the date of the first such publication]. Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed [(or portion thereof in the case of a partial redemption of a Registered Security)] [, that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice³ and that on and after said date interest thereon will cease to accrue [and that such redemption is for the sinking fund if such is the case]. [In addition, in the case of a partial redemption, the [First Partial Redemption] [N]otice shall specify the last date [prior to the Second Partial Redemption Notice] on which exchanges or registration of transfers of Securities may be made[,] [and the Second Partial Redemption Notice shall also specify] the Securities called for redemption and the aggregate principal amount of the Securities to remain Outstanding after the redemption.]]

(e) If notice of redemption has been given in the manner set forth in clause [(d)] of this paragraph 6, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, the Securities shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date]. From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the corporate trust office of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, the only right of the holders of such Securities shall be to receive payment of the redemption price (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date) as aforesaid. If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.

[(f) Any Registered Security which is to be redeemed only in part shall be surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the holder thereof or his attorney duly authorized in writing, and the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver to the registered Holder of such Security without service charge, a new Registered Security or Securities of this Series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.]

7. 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

³  Modification necessary if zero-coupon security.

(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; or

(c) that (i) any other present or future Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) becomes due and payable prior to the stated maturity thereof by reason of default in payment of principal thereof or premium, if any, or interest thereon, or any such Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) 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 Public External Indebtedness;

the Fiscal Agent shall, upon the instruction of the holders of not less than 25% in aggregate principal amount of the Securities then Outstanding, declare [if the Security is not an Original Issue Discount Security - the principal of this Security and the interest accrued hereon] [if the Security is an Original Issue Discount Security - an amount of the principal of this Security determined as hereinafter provided] to be immediately due and payable. Upon any declaration of acceleration properly given in accordance with this Paragraph 7, all amounts payable on the Securities will become immediately due and payable on the date that written notice of acceleration is received by the Issuer and the Fiscal Agent at its corporate trust office, unless all such defaults have been remedied or waived prior to the receipt of such written notice by the Issuer and the Fiscal Agent.

The holders of more than 50% of the aggregate principal amount of the Securities then Outstanding, by written notice to the Issuer and to the Fiscal Agent as set forth in the Fiscal Agency Agreement may, on behalf of all the holders, rescind or annul any notice of acceleration given pursuant to this Paragraph 7.

[[ ]. Add in particular covenants relating to the Securities of this Series.]

[8.] 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 [8] 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.

[9.] Italy and the Fiscal Agent may, with the approval and/or upon the written consent of holders of Securities as provided in the Fiscal Agency Agreement, and in accordance with the procedures and with the effect set forth in the Fiscal Agency Agreement, 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. [Add reference to any additional Reserved Matters applicable to the Securities of this Series]. Notwithstanding anything to the contrary herein, the terms and conditions of the Securities and any agreement governing the issuance or administration of the Securities may be modified by the Issuer without the consent of any holders of the Securities: (i) to correct a manifest error or cure an ambiguity; or (ii) if the modification is of a formal or technical nature or for the benefit of the holders of the Securities. The Issuer will publish the details of any modification of the Securities made pursuant to this Paragraph 9 within ten days of the modification becoming legally effective.

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.] 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.

[[11.] 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.]

[12.] No holder of Securities will be entitled to institute proceedings against the Issuer or take steps to enforce the rights of the holders of Securities under the terms and conditions of the Securities unless the Fiscal Agent, having become bound to proceed in accordance with these terms and conditions, has failed to do so within a reasonable time and such failure is continuing.

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

[14.] 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.

[15.] 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 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:                    

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Global Note shall be [Currency]             . The following increases or decreases in the principal amount of this Global Note have been made:

Amount of
decrease in
principal amount of
this Global Note Amount of
increase in principal
amount of this
Global Note Principal amount
of this Global
Note Signature of
authorized
officer of
Trustee or
Common
Depositary Date of exchange
following such
decrease or
increase

EXHIBIT E

FORM OF GLOBAL INTERNATIONAL SECURITY

[Form of Face of Security]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”), 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 CITIVIC NOMINEES LIMITED (“CITIVIC”), AS NOMINEE FOR CITIBANK, N.A., LONDON OFFICE (“CITIBANK”) AS COMMON DEPOSITARY FOR, AND IN RESPECT OF INTERESTS HELD THROUGH EUROCLEAR BANK S.A./N.V., AS OPERATOR OF EUROCLEAR AND CLEARSTREAM OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR AND CLEARSTREAM AND ANY PAYMENT IS MADE TO CITIVIC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CITIVIC, HAS AN INTEREST HEREIN.

No.             [Denomination]

REPUBLIC OF ITALY

[Title of Securities]

[Common Code               ]

[CUSIP                               ]

[ISIN                                     ]

The Republic of Italy (herein called the “Issuer” or “Italy”), for value received, hereby promises to pay to Citivic Nominees Limited, or registered assigns, the principal sum set forth in the attached Schedule A, which principal sum at any time shall not exceed              [Currency] [            ] on             . [If the Security is to bear interest prior to maturity, insert-, and to pay interest thereon [at the rate of     % per annum] [to be determined in accordance with the provisions hereinafter set forth] from and including              [, until the principal hereof is paid or made available for payment [if applicable, insert - , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of     % per annum on any overdue principal [and premium] and on any overdue installments of interest]. Interest shall be payable semi-annually in arrears in [two equal payments] commencing              [on              [and             ]] 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, unless it would thereby fall into the next calendar month, in which event the Interest Payment Date shall be the immediately preceding Banking Day]. 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.

[If fixed interest rate, insert - 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              and              [, 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 (as defined in the Fiscal Agency Agreement) 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.]

[Insert floating interest rate provisions, if applicable.]

[If the Security is not to bear interest prior to maturity, insert-(the “Stated Maturity”). The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

Principal of [(and premium, if any, on)] this Security shall be payable at the corporate trust office of [insert name of Paying Agent], as paying agent or its successor (the “Paying 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 registered Securities of a Series, and payments of [if applicable, insert - 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 [and in Europe (which, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall include an office or agency in [Luxembourg] [London])] 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 is set forth at this place.

The Securities are issued pursuant to a Fiscal Agency Agreement, dated as of January 29, 2013, between Italy and Citibank, N.A. (the “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:                     

REPUBLIC OF ITALY
By
	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
	Authorized Officer

[Form of Reverse of Security]

REVERSE OF INTERNATIONAL NOTE

REPUBLIC OF ITALY

[Title of Securities]

1. This Security is one of a duly authorized issue of securities of the Issuer consisting of              principal amount of [Title of Securities] (herein called the “Securities”), issued and to be issued in accordance with a Fiscal Agency Agreement, dated as of January 29, 2013 (herein called the “Fiscal Agency Agreement”), between the Issuer and Citibank, N.A. in respect of the issue of the Securities (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 [the Borough of Manhattan, The City of New York] [London, England][, and, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [Luxembourg] [London].] This Security is one of the Series designated on the face hereof[, limited in aggregate principal amount to [Currency]            .]¹

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, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. 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.

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 Public External Indebtedness without securing the Securities Outstanding (as defined in the Fiscal Agency Agreement) equally and ratably with such Public 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 (a) any Encumbrance on goods or other assets provided to or acquired by Italy and securing a sum of Public External Indebtedness not greater than the purchase price (together with interest and other related charges) of such goods or assets and any related services; or (b) any Encumbrance securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Encumbrance applies only to (i) assets which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties. “Project Financing” shall mean any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any assets pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds and contractual claims) generated by such project. “Public External Indebtedness” shall mean all indebtedness of Italy in the form

¹  See Paragraph 11

of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or were intended to be quoted, listed or traded on any securities exchange or other securities market.

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”), each registered in the name of either (x) Cede & Co., or a nominee thereof, in respect of interests held through DTC, or a successor of DTC or a nominee thereof, or (y) Citivic Nominees Limited, a nominee of Citibank, N.A., London office, as common depositary for, and in respect of interests held through, Euroclear and Clearstream or a successor to Euroclear or Clearstream or a nominee thereof, (each of DTC, Euroclear and Clearstream, and any successor to any of them, is referred to herein as a “Clearing System”) and (i) no Global Security may be transferred, except in whole and not in part, and only to a Clearing System, one or more nominees of a Clearing System or one or more respective successors of a 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 Global Security, a Global Security may be transferred to, or exchanged for registered Securities registered in the name of, a person other than a Clearing System, a nominee of a Clearing System or a successor of a Clearing System or its nominee if (i) the relevant Clearing System (a) notifies Italy that it is unwilling or unable to continue as depositary for such Global Security or (b) in the case of DTC, or a successor thereto, 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 a Global Security 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 [7]). 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 denomination[s] of [Currency]              [and [integral multiples thereof] [integral multiples of [Currency]             above that amount]].

3. The Issuer shall maintain [the Borough of Manhattan, The City of New York] [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 [the Borough of Manhattan, The City of New York] [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. [In addition, Italy has appointed the main offices of              in              and              in              as additional agencies (each a “Transfer Agent”) where Securities may be surrendered for registration of transfer or exchange.] 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 [the Borough of Manhattan, The City of New York] [London, England] [, and a Transfer Agent in a European City].

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 [or any Transfer 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.

At the option of the registered holder upon request confirmed in writing, Registered Securities may be exchanged for Registered Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] corporate trust office of the Fiscal Agent. Bearer Securities may not be issued in exchange for Registered Securities. Whenever any Registered Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, the Registered Securities which the registered holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon [the Transfer Agent or] the Fiscal Agent, as the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such reasonable requisitions as the Issuer may from time to time agree with [the Transfer Agents and] the Fiscal Agent.]

[In the event of a redemption of the Securities in part, the Issuer shall not be required (i) to register the transfer or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any [Registered] Security, or portion thereof, called for redemption.]

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 in respect thereof first becomes due or, if the full amount of the money has not been received by a Fiscal Agent on or prior to such due date, the date on which, the full amount of such money having been so received, notice to that effect shall have been given to the holders.

4. (a) The Issuer shall pay to the Fiscal Agent at its principal office in [the Borough of Manhattan, The City of New York] [London, England], on or prior to [each Interest Payment Date] [any redemption 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 redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on,] the principal of, the Securities due and payable on such [Interest Payment Date] [redemption 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] [, redemption price and] principal in accordance with the terms of the Securities. Any monies paid by the Issuer to 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 [or the date fixed for redemption of any Security] shall not be a Banking Day, then payment of principal [(and premium)] need not be made on such date at such place but may be made on [the next succeeding Banking Day with the same force and effect as if made on the date for such payment [or the date fixed for redemption], and no interest shall accrue for the period after such date unless any [Interest Payment Date] would thereby fall into the next calendar month, in which event the [Interest Payment Date] shall be the immediately preceding Banking Day].

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; or

(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.

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. (a) [If applicable, insert - The Securities of this Series are subject to redemption upon not more than 60 nor less than 30 days’ notice given as hereinafter provided, [if applicable, insert - (1) on              in any year              commencing with the year              and ending with the year              through operation of the sinking fund for this Series at a redemption price equal to 100% of the principal amount, and (2) [at any time [on or after             ], as a whole or in part, at the election of the Issuer, at the following redemption prices (expressed as percentages of the principal amount of the Securities to be redeemed]: if redeemed [on or before             %, and if redeemed] during the 12-month period beginning              of the years indicated.

Year Redemption Price Year Redemption Price

and thereafter at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, together, in the case of each of [(1) and (2)] foregoing, with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date, but interest installments on [Registered] Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the

relevant Record Dates referred to above. [Partial redemptions must be in an amount not less than $             principal amount of Securities.]]²

[(b) As and for a sinking fund for the retirement of the Securities, the Issuer will, until all Securities are paid or payment thereof provided for, deposit with the Fiscal Agent, prior to              in each year, commencing in              and ending in              an amount in cash sufficient to redeem on such              [not less than $             and not more than] $              principal amount of Securities at the redemption price specified above for redemption through operation of the sinking fund. [The minimum amount of any sinking fund payment as specified in this Paragraph is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount is herein referred to as an “optional sinking fund payment”.] The cash amount of any [mandatory] sinking fund payment is subject to reduction as provided below. Each sinking fund payment shall be applied to the redemption of Securities on such              as herein provided. [The right to redeem Securities through optional sinking fund payments shall not be cumulative and to the extent not availed of on any sinking fund redemption date will terminate. The Issuer (i) may deliver Outstanding Securities (other than any previously called for redemption) and (ii) may apply as a credit Securities which have been redeemed otherwise than through the application of [mandatory] sinking fund payments, in each case in satisfaction of all or any part of any (mandatory) sinking fund payment and the amount of such (mandatory) sinking fund payment shall be reduced accordingly.]

[(c) In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent not less than 30 days prior to the redemption date from the Outstanding Securities not previously called for redemption, by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to [Currency]              or any integral multiple thereof) of the principal amount of [Registered] Securities of a denomination larger than [Currency]             .]

[(d) Notices to redeem Securities shall be given by publication at least once in a leading daily newspaper in the English language of general circulation in Europe which, so long as the Securities are listed on [the Luxembourg Stock Exchange] [the London Stock Exchange plc] and such Exchange shall so require, shall be a daily newspaper of general circulation in [Luxembourg] [London] [and] to holders of Registered Securities in writing mailed, first-class postage prepaid, to each holder of Registered Securities, or portions thereof, so to be redeemed, at his address as it appears in the register hereinabove referred to. [In the case of a redemption in whole,] such notice will be given once not more that 60 days nor less than 30 days prior to the date fixed for redemption. [In the case of a partial redemption, notice will be given twice, the first such notice (the “First Partial Redemption Notice”) to be given not less than 45 days nor more than 60 days prior to the date fixed for redemption and the second such notice (the “Second Partial Redemption Notice”) to be given at least 20 days thereafter but not less than 20 days prior to the date fixed for redemption.] [The term “daily newspaper” as used herein shall be deemed to mean a newspaper customarily published on each business day, whether or not it shall be published in Saturday, Sunday or holiday editions.] If by reason of the suspension of [publication of any newspaper or of] regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such

²  Modification necessary if the Security is an Original Issue Discount Security.

notification shall, so far as may be practicable, approximate the terms and conditions of the [publication or] mailed notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to other Securities. Such notices will be deemed to have been given on the date of [such publication or] mailing [or, if published in such newspapers on different dates, on the date of the first such publication]. Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed [(or portion thereof in the case of a partial redemption of a Registered Security)] [, that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice³ and that on and after said date interest thereon will cease to accrue [and that such redemption is for the sinking fund if such is the case]. [In addition, in the case of a partial redemption, the [First Partial Redemption] [N]otice shall specify the last date [prior to the Second Partial Redemption Notice] on which exchanges or registration of transfers of Securities may be made[,] [and the Second Partial Redemption Notice shall also specify] the Securities called for redemption and the aggregate principal amount of the Securities to remain Outstanding after the redemption.]]

(e) If notice of redemption has been given in the manner set forth in clause [(d)] of this Paragraph 6, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, the Securities shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date]. From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the corporate trust office of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, the only right of the holders of such Securities shall be to receive payment of the redemption price (together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date) as aforesaid. If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.

[(f) Any Registered Security which is to be redeemed only in part shall be surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the holder thereof or his attorney duly authorized in writing, and the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver to the registered Holder of such Security without service charge, a new Registered Security or Securities of this Series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.]

7. 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

³  Modification necessary if zero-coupon security.

(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 Securityholder; or

(c) that (i) any other present or future Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) becomes due and payable prior to the stated maturity thereof by reason of default in payment of principal thereof or premium, if any, or interest thereon, or any such Public External Indebtedness in an amount equal to or exceeding U.S.$50 million (or its equivalent) 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 Public External Indebtedness;

the Fiscal Agent shall, upon the instruction of the holders of not less than 25% in aggregate principal amount of the Securities of this Series then Outstanding, declare [if the Security is not an Original Issue Discount Security - the principal of this Security and the interest accrued hereon] [if the Security is an Original Issue Discount Security - an amount of the principal of this Security determined as hereinafter provided] to be immediately due and payable. Upon any declaration of acceleration properly given in accordance with this Paragraph 7, all amounts payable on the Securities will become immediately due and payable on the date that written notice of acceleration is received by the Issuer and the Fiscal Agent at its corporate trust office, unless all such defaults have been remedied or waived prior to the receipt of such written notice by the Issuer and the Fiscal Agent.

The holders of more than 50% of the aggregate principal amount of the Securities then Outstanding, by written notice to the Issuer and to the Fiscal Agent as set forth in the Fiscal Agency Agreement may, on behalf of all the holders, rescind or annul any notice of acceleration given pursuant to this Paragraph 7.

[[]]. Add in particular covenants relating to the Securities of this Series.]

[8.] 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 [8] 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.

[9.] Italy and the Fiscal Agent may, with the approval and/or upon the written consent of holders of Securities as provided in the Fiscal Agency Agreement, and in accordance with the procedures and with the effect set forth in the Fiscal Agency Agreement, 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. [Add reference to any additional Reserved Matters applicable to the Securities of this Series]. Notwithstanding anything to the contrary herein, the terms and conditions of the Securities and any agreement governing the issuance or administration of the Securities may be modified by the Issuer without the consent of any holders of the Securities: (i) to correct a manifest error or cure an ambiguity; or (ii) if the modification is of a formal or technical nature or for the benefit of the holders of the Securities. The Issuer will publish the details of any modification of the Securities made pursuant to this Paragraph 9 within ten days of the modification becoming legally effective.

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.] 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.

[[11.] 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.]

[12.] No holder of Securities will be entitled to institute proceedings against the Issuer or take steps to enforce the rights of the holders of Securities under the terms and conditions of the Securities unless the Fiscal Agent, having become bound to proceed in accordance with these terms and conditions, has failed to do so within a reasonable time and such failure is continuing.

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

[14.] 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.

[15.] 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 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:                     

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Global Note shall be [Currency]             . The following increases or decreases in the principal amount of this Global Note have been made:

Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note Signature of authorized officer of Trustee or Common Depositary Date of exchange following such decrease or increase

EXHIBIT F¹

[FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP]

CERTIFICATE

REPUBLIC OF ITALY

[Title of the Securities]

This is to certify that as of the date hereof, [and except as set forth below,]² the above-captioned Securities [held by you for our account]³ [to be acquired from you]⁴ (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or its agent that it will comply with the requirements of Section 165(i)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, in addition, if the owner of the Notes is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is to further certify that such financial institution has not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

[We undertake to advise you by tested telex if the above statement is not correct on the date on which you intend to submit your certificate relating to such Securities to the Fiscal Agent, and in the absence of any such notification it may be assumed that this certificate applies as of such date.]⁵

¹  For use in those instances where a definitive bearer Security, a temporary bearer Security, a temporary bearer global Security or a definitive bearer global Security is delivered in an Offshore Offering to non-U.S. persons at the time of sale thereof.

²  To be included if the Certificate is being provided to Euroclear or Clearstream

³  To be included if the Certificate is being provided to Euroclear or Clearstream

⁴  To be included if the Certificate is being provided directly to the Issuer.

⁵  To be included if the Certificate is being provided to Euroclear or Clearstream

This certificate excepts and does not relate to $             of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes cannot be made until we do so certify.

We understand that this certificate is required in connection with certain tax laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceedings.

Dated:
By:
	As, or as agent for, the beneficial owner(s) of the Securities to which this certificate relates.

EXHIBIT G

[FORM OF CERTIFICATE TO BE GIVEN BY

THE EUROCLEAR OPERATOR OR CLEARSTREAM]

CERTIFICATE

REPUBLIC OF ITALY

[TITLE OF SECURITIES]

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organizations”), substantially to the effect set forth in the Fiscal Agency Agreement, as of the date hereof,              principal amount of the above-captioned Securities (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or its agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global Security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which

this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:
	Yours faithfully,
	EUROCLEAR BANK S.A./N.V., as operator of the Euroclear System
	Or
	CLEARSTREAM BANKING S.A.
	By:

G-2

EX-99.B

Exhibit B

Republic of Italy

Debt Securities

Form of Underwriting Agreement

[—] 20[—]

[—]

Dear Sirs:

From time to time the Republic of Italy (“Italy”), proposes to enter into one or more Pricing Agreements in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the fiscal agency agreement as amended from time to time (the “Fiscal Agency Agreement”), dated as of January 29, 2013, between Italy and Citibank, N.A., as fiscal agent (the “Fiscal Agent”).

1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of Italy to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of Italy to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not

set forth in the Fiscal Agency Agreement and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

2. Italy represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives, have been declared effective by the Commission in such form; no other document with respect to such registration statement has heretofore been filed or transmitted for filing with the Commission; and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the “Act”), being hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement becomes effective, each as amended at the time such part of the registration statement becomes effective, being hereinafter called the “Registration Statement”; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of Italy on Form 18-K or amendments thereto on Form 18-KA filed after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing);

(b) Any documents filed with the Commission and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may

be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Italy by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities;

(c) The Prospectus, the Preliminary Prospectus (if any) and any Issuer Free Writing Prospectus (as defined in Rule 433 under the Act) with respect to Designated Securities attached as Schedule III to the relevant Pricing Agreement (the “Time of Sale Information”) does not at the time when sales of the Designated Securities were first made (the “Time of Sale”) and will not at the Time of Delivery (as defined below) for such Designated Securities contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Italy by an Underwriter of Designated Securities through the Representatives expressly for use in such Time of Sale Information;

(d) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Italy by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities;

(e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial, economic, political or other, of Italy, otherwise than as set forth in or contemplated in the Registration Statement and the Prospectus;

(f) The Securities have been duly authorized, and, when Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding direct, general and unconditional obligations of Italy entitled to the benefits provided by the Fiscal Agency Agreement; the Fiscal Agency Agreement has been duly authorized and, at the Time of Delivery for such Designated Securities (as defined in Section 4 hereof), the Fiscal Agency Agreement will

constitute a valid and legally binding instrument enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Fiscal Agency Agreement conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented (including by way of an Issuer Free Writing Prospectus) with respect to such Designated Securities;

(g) All consents and approvals of any court, government department, branch of government or other regulatory body required by Italy for the execution and delivery of this Agreement and any Pricing Agreement and the Fiscal Agency Agreement and the issue and distribution of the Securities and the performance of the terms of the Securities, this Agreement and any Pricing Agreement and the Fiscal Agency Agreement have been obtained or (as to any Pricing Agreement) will be obtained prior to the execution and delivery of such Pricing Agreement and are or will be in full force and effect;

(h) Other than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus (exclusive of any amendment or supplement thereto), there are no legal or governmental proceedings pending or, to the knowledge of Italy, threatened or contemplated to which Italy is a party or of which any of its properties is the subject which, if determined adversely to Italy, would individually or in the aggregate have a material adverse effect on the transactions herein contemplated or on Italy’s ability to perform its obligations under the Securities, this Agreement or any Pricing Agreement or the Fiscal Agency Agreement;

(i) Italy is not in default under the provisions of any agreement or instrument evidencing or relating to any outstanding indebtedness in respect of bonds, notes, debentures or other securities issued by Italy on international markets that are or were intended to be quoted, listed or traded on any securities exchange or other securities market, any such indebtedness being hereinafter called “Public External Indebtedness”, and the issue and sale of the Securities and the compliance by Italy with all of the provisions of the Securities, the Fiscal Agency Agreement and this Agreement and any Pricing Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Constitution of Italy, any statutes, laws, decrees or regulations of Italy or any international treaty or convention or any agreement or other instrument to which Italy is a party or by which it is bound;

(j) The full faith and credit of Italy has been pledged for the due and punctual payment of the Securities and for the due and timely performance of the obligations of Italy with respect thereto; and the Securities 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 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, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party; and

(k) Other than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, there is no tax, levy, deduction, charge or

withholding imposed by Italy or any political subdivision thereof either (i) on or by virtue of the execution, delivery or enforcement of this Agreement or any Pricing Agreement or the Fiscal Agency Agreement or (ii) on any payment to be made by Italy hereunder, under any Pricing Agreement or under the Securities.

3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. Each Underwriter with respect to any Designated Securities severally represents and warrants to, and agrees with, Italy to the effect of the provisions, if any, set forth under “Selling Restrictions” in the Pricing Agreement with respect to such Designated Securities.

4. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, either in definitive global or in definitive certificated form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to Italy, shall be delivered by or on behalf of Italy to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check or checks, payable to the order of Italy in the funds specified in such Pricing Agreement, or by wire transfer of immediately available funds to such account as Italy shall specify in the applicable Pricing Agreement, all at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and Italy may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Securities.

5. Italy agrees with each of the Underwriters of any Designated Securities:

(a) (i) To prepare the Prospectus as amended and supplemented in relation to the applicable Designated Securities and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); (ii) to make no further amendment or any supplement to the Registration Statement (including the Prospectus or any Preliminary Prospectus) or the Time of Sale Information prior to the termination of the offering of the Securities, unless Italy furnishes the Underwriters with a copy of any such amendment or supplement for their review prior to filing; (iii) to advise the Representatives promptly of any such amendment or supplement and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements, in each case if any, required to be filed by Italy with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or otherwise for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities; and (v) during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus, amended Prospectus or Issuer Free Writing Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to

the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

(b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith Italy shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) To furnish the Underwriters with copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required during such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered in connection with the sales of the Securities by any Underwriter or dealer and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an 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 when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance;

(d) Italy agrees that unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with Italy that unless it has or shall have obtained the prior written consent of Italy, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act), other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(e) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Annex A hereto; provided further that the prior written consent of Italy shall not be required for any Bloomberg screen or similar electronic communication providing for certain ratings or proposed terms of the Securities or

relating to administrative or procedural matters in connection with the offering of the Securities. Any such free writing prospectus consented to by the Representatives or Italy is hereinafter referred to as a “Permitted Free Writing Prospectus”. Italy agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rule 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping;

(e) Italy agrees to prepare a final term sheet, containing solely a description of the final terms of the Designated Securities and the offering thereof, in the form approved by the Representatives and as attached as Schedule III to the relevant Pricing Agreement and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether before or after the time that the Registration Statement becomes effective, Italy will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review;

(f) To make generally available to its security holders in the United States and to you as soon as practicable, but in any event not later than twenty-four months after the effective date of the Registration Statement, a statement in the English language of revenues and expenditures of Italy (which need not be audited) covering the first full fiscal year of Italy commencing after the date hereof that will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder;

(g) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the later of (i) the termination of trading restrictions for such Designated Securities, as notified to Italy by the Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of outside of Italy any debt securities of Italy which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives;

(h) So long as any Securities are outstanding, to furnish the Representatives, as soon as practicable after the determination thereof, copies of its annual statement of revenues and expenditures and of all reports and financial statements filed with the Commission or any national securities exchange of the United States;

(i) So long as any Securities are outstanding, to obtain and maintain in full force and effect all governmental approvals which may be necessary under the laws of Italy for the performance of Italy’s obligations under the Securities or for the validity or enforceability thereof or hereof and duly take all necessary and appropriate governmental and administrative action in Italy in order to permit all payments to be made under the Securities in accordance with their terms; and

(j) To apply for listing of the Designated Securities on each securities exchange, if any, listed in the Pricing Agreement with respect to such Designated Securities, and to use its reasonable best efforts to cause each such listing to be approved and, if required in connection with any such listing, to register such Designated Securities under the Exchange Act as soon as practicable after the applicable Time of Delivery.

6. Italy covenants and agrees with the several Underwriters that Italy will pay or cause to be paid the following: (i) the fees, disbursements and expenses of Italy’s counsel in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing, preparing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, the Fiscal Agency Agreement, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Fiscal Agent and any agent of the Fiscal Agent and the fees and disbursements of counsel for the Fiscal Agent in connection with the Fiscal Agency Agreement and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. To the extent provided in any Pricing Agreement, Italy also agrees to pay such sum as may be therein provided in partial reimbursement of the Representatives’ expenses and to reimburse the Underwriters for any intra-day interest cost incurred by the Underwriters at the Time of Delivery under such Pricing Agreement in connection with the purchase of the applicable Designated Securities. It is understood, however, that, except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

7. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of Italy in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that Italy shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;

(b) White & Case LLP, as United States counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the validity of the Fiscal Agency Agreement, the Designated Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Italian counsel for the Underwriters and internal counsel for the Treasury satisfactory to the Representatives shall have furnished to the Representatives their written opinions, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:

(i) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by Italy and, assuming that this Agreement and such Pricing Agreement constitute valid and legally binding agreements under New York law, this Agreement and such Pricing Agreement constitute valid and legally binding agreements of Italy;

(ii) The Designated Securities 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 constitute the 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; the full faith and credit of Italy is pledged for the due and punctual payment of the Designated Securities and for the performance of the obligations of Italy with respect thereto; and the Designated Securities 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 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, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party;

(iii) The Fiscal Agency Agreement has been duly authorized, executed and delivered by Italy and, assuming due authorization, execution and delivery thereof by the Fiscal Agent, constitutes the valid and legally binding, direct and unconditional obligation of Italy enforceable in accordance with its terms;

(iv) Neither the execution and delivery of the Fiscal Agency Agreement, the Designated Securities, this Agreement or the Pricing Agreement with respect to the Designated Securities, nor the consummation of

the transactions therein or herein contemplated nor compliance with the terms and provisions thereof or hereof, including performance of each of the obligations contained in the Designated Securities (A) will conflict with, violate or result in a breach of the Constitution of Italy or any law or administrative regulation of or applicable to Italy, (B) will conflict with or 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 or (C) will result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the revenues or assets of Italy under any such agreement or instrument;

(v) The Registration Statement, the Preliminary Prospectus and the Prospectus as amended or supplemented and the Time of Sale Information and any other documents incorporated by reference in the Prospectus as amended or supplemented and their filing with the Commission have been duly authorized by and on behalf of Italy, and the Registration Statement has been duly executed by and on behalf of Italy; the information in the Registration Statement, the Preliminary Prospectus and the Prospectus as amended or supplemented and the Time of Sale Information and any other documents incorporated by reference in the Prospectus as amended or supplemented stated on the authority of public officials of Italy has been stated in their official capacities thereunto duly authorized by Italy; all statements with respect to or involving matters of Italian law set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus as amended or supplemented and the Time of Sale Information and any other documents incorporated by reference in the Prospectus as amended or supplemented are true and correct in all respects; and such counsel has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by Italy prior to the applicable Time of Delivery contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus as amended or supplemented and the Time of Sale Information and any other documents incorporated by reference in the Prospectus as amended or supplemented or any further amendment or supplement thereto made by Italy prior to the applicable Time of Delivery contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or that, as of the applicable Time of Delivery, either the Registration Statement or the Prospectus as amended or supplemented or any document incorporated by reference in the Prospectus as amended or supplemented or the Time of Sale Information or any further amendment or supplement thereto made by Italy prior to the applicable Time of Delivery contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading (such opinion need not express any opinion or belief as to the financial data contained in the Registration Statement or the Prospectus as amended or supplemented or the Time of Sale Information or any other documents incorporated by reference in the Prospectus as amended or supplemented);

(vi) All authorizations, approvals and consents (which shall be specified in such opinion and certified copies of which shall be furnished to White & Case LLP) from all governmental authorities in Italy that are necessary for the execution and delivery of this Agreement and the Pricing Agreement with respect to the Designated Securities and the Fiscal Agency Agreement, and for the execution, issuance, sale and delivery of the Designated Securities hereunder and thereunder and the performance by Italy of the covenants contained in the Designated Securities have been obtained;

(vii) Under the laws of Italy, Italy would not be entitled to plead, or cause to be pleaded on its behalf, immunity from the jurisdiction of the Italian administrative courts in respect of any action arising out of or relating to its obligations under this Agreement or the Pricing Agreement with respect to the Designated Securities, the Fiscal Agency Agreement or the Designated Securities, and such courts would have jurisdiction in respect of such actions; and under the laws of Italy, except to the extent described in such opinion, neither Italy nor any of its property has any immunity from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise);

(viii) The choice of New York law in this Agreement and the Pricing Agreement with respect to the Designated Securities, the Fiscal Agency Agreement and the Designated Securities is a valid choice of law under the law of Italy and, accordingly, would be applied by the courts of Italy if this Agreement or such Pricing Agreement, the Fiscal Agency Agreement or any of the Designated Securities or any claim made thereunder is brought before any such court upon proof of the relevant provisions of New York law and provided that such provisions are not contrary to the public policy of Italy; no provision in this Agreement or such Pricing Agreement, the Fiscal Agency Agreement or the Designated Securities conflicts with the public policy of Italy; the irrevocable submission of Italy pursuant to Section 15 hereof to the jurisdiction of any State or Federal court in The City of New York and the waiver by Italy of any objection to the venue of a proceeding in any such court are legal, valid and binding; the waiver by Italy pursuant to Section 15 hereof of any immunity to jurisdiction to which it may otherwise be entitled (including sovereign immunity) or to any right to which it may be entitled, based upon place of residence or domicile, is legal, valid and binding; service of process effected in the manner set forth in Section 15 hereof, assuming its validity under New York law, will be effective, insofar as Italian law is concerned, to confer valid personal jurisdiction over Italy; any judgment obtained in a New York State or Federal court sitting in The City of New York arising out of or in relation to the obligations of Italy under this Agreement or the Pricing Agreement with respect to the Designated Securities would be enforceable against Italy in the courts of Italy;

(ix) to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or the Pricing Agreement with respect to the Designated Securities, the Fiscal Agency Agreement or the Designated Securities, it is not necessary that this Agreement or such Pricing Agreement, the Fiscal Agency Agreement or the Designated Securities or any other

document be filed, registered or recorded with, or executed or notarized before, any court or other authority in Italy, or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement or such Pricing Agreement, the Fiscal Agency Agreement or the Designated Securities;

(x) there is no tax, levy, deduction, charge or withholding imposed by Italy or any political subdivision thereof either (A) on or by virtue of the execution, delivery or enforcement of this Agreement or the Pricing Agreement with respect to the Designated Securities or the Fiscal Agency Agreement or (B) on any payment to be made by Italy hereunder or any payment of principal or interest under any Securities provided that such Security is held by an individual who is not a resident of Italy or by a non-Italian corporation directly and not through a permanent establishment thereof in Italy;

(xi) this Agreement and the Pricing Agreement with respect to the Designated Securities, the Fiscal Agency Agreement and the Designated Securities are in proper legal form under the laws of Italy for the enforcement thereof against Italy under the law of Italy; and

(xii) the statements in the Prospectus as amended or supplemented under the caption “Description of Debt Securities – Italian Taxation” fairly summarize the provisions of Italian tax law therein described.

Such counsel may rely as to all matters of New York and United States federal law upon the opinion or opinions referred to under subsection (b) above;

(d) Italy shall have furnished to the Representatives a certificate in English, dated the Time of Delivery for the Designated Securities, of a Director General of the Ministry of the Treasury, in which such official shall state that, to the best of his knowledge after reasonable investigation: (i) the representations and warranties of Italy in this Agreement are true and correct with the same effect as though such representations and warranties had been made at and as of such Time of Delivery, (ii) Italy has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Time of Delivery, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission, (iv) no proceeding has been initiated or threatened to restrain or enjoin the issuance or delivery of the Securities by Italy or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the Designated Securities have been issued or to question the validity of the Designated Securities and none of said laws, proceedings, directives, resolutions, approvals, consents or orders have been repealed, revoked or rescinded in whole or in part, and (v) since the respective dates as of which information is given in the Prospectus as amended or supplemented or in the Time of Sale Information, there has been no material adverse change, nor any development involving a prospective material adverse change, in or affecting the condition, financial, economic, political or other, of Italy, except as set forth in or contemplated by the Prospectus as amended or supplemented or in the Time of Sale Information;

(e) Since the respective dates as of which information is given in the Prospectus as amended or supplemented or in the Time of Sale Information there shall not have been any change, or any development involving a prospective material adverse change, in or affecting the financial, economic, political or other conditions, of Italy, the United States or elsewhere, or national or international exchange rates or exchange controls, otherwise than as set forth in or contemplated by the Prospectus as amended or supplemented, the effect of which, in any such case, is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated by the Prospectus as amended or supplemented or in the Time of Sale Information;

(f) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded Italy’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of Italy’s debt securities;

(g) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on or by the New York Stock Exchange; (ii) trading of any securities of Italy shall have been formally suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities in New York or Italy declared by either United States or New York State authorities or authorities of Italy, respectively; or (iv) the outbreak or escalation of hostilities involving the United States or Italy or the declaration by the United States or Italy of a national emergency or war, if the effect of any such event specified in this clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated by the Prospectus as amended or supplemented;

(h) Each securities exchange (if any) listed in such Pricing Agreement shall have approved such Designated Securities for listing; and

(i) Italy shall have furnished to the Representatives such further information, certificates and documents as they may reasonably request.

8. (a) Italy will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto or any Time of Sale Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in

connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that Italy shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement or any Time of Sale Information in reliance upon and in conformity with written information furnished to Italy by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities.

(b) Each Underwriter will indemnify and hold harmless Italy against any losses, claims, damages or liabilities to which Italy may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto or any Time of Sale Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement or any Time of Sale Information in reliance upon and in conformity with written information furnished to Italy by such Underwriter through the Representatives expressly for use therein; and will reimburse Italy for any legal or other expenses reasonably incurred by Italy in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein,

then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by Italy on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of Italy on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by Italy on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by Italy bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Italy on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Italy and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

(e) The obligations of Italy under this Section 8 shall be in addition to any liability which Italy may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each person who has signed the Registration Statement or any post-effective amendment thereto.

9. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating

to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then Italy shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify Italy that they have so arranged for the purchase of such Designated Securities, or Italy notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or Italy shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and Italy agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and Italy as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then Italy shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and Italy as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if Italy shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or Italy, except for the expenses to be borne by Italy and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties and other statements of Italy and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, Italy, or any person on behalf of Italy, and shall survive delivery of and payment for the Securities.

11. Italy acknowledges and agrees that in connection with this offering, sale of the Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between Italy and any other person, on the one hand, and the Underwriters, on the other, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to Italy, including, without limitation, with respect to the determination of the public offering price of the Securities, and such relationship between Italy, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to Italy shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of Italy. Except in the case of fraud, Italy waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

12. If any Pricing Agreement shall be terminated pursuant to Section 9 hereof, Italy shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 6 and Section 8 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of Italy as provided herein, Italy will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but Italy shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 6 and Section 8 hereof.

13. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to Italy shall be delivered or sent by mail or facsimile transmission to Ministry of Economy and Finance, Via XX Settembre 97, 00187 Rome, Italy, Facsimile No. +39-06-481-4476, Attention: Director General, Public Debt; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to Italy by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, Italy and, to the extent provided in Section 8 and Section 10 hereof, each person who controls any Underwriter and any person

who signed the Registration Statement or any post-effective amendment thereto, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Italy hereby appoints its Ambassador to the United States, 3000 Whitehaven Street N.W., Washington, D.C. 20008-3612, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement or the Pricing Agreement with respect to any Designated Securities which may be instituted in any State or Federal court in The City of New York by any Underwriter or by any persons controlling such Underwriter, and Italy expressly accepts the jurisdiction of any such court in respect of such action. 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 in respect of all the Securities have been provided to the Fiscal Agent pursuant to the terms thereof except that, if for any reason, its Ambassador to the United States ceases to be able to act as Authorized Agent or no longer have an address in the United States, Italy will appoint another person in Washington, D.C. or The City of New York, selected in its discretion, as such Authorized Agent. Prior to the Time of Delivery for such Designated Securities, Italy shall obtain the acceptance of its Ambassador to the United States to his appointment as such Authorized Agent, a copy of which acceptance it shall provide to you. Italy shall take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated above, as such address may be changed within the United States by notice given by the Authorized Agent to each party hereto, shall be deemed, in every respect, effective service of process upon Italy. Notwithstanding the foregoing, any action arising out of or based on the Securities may be instituted by any Underwriter or any persons controlling such Underwriter in any competent court in the Republic of Italy. Italy hereby irrevocably waives any immunity to service of process or laying of venue in respect of any such action to which it might otherwise be entitled in any action arising out of or based on this Agreement or the Pricing Agreement with respect to any Designated Securities which may be instituted by any Underwriter or by any persons controlling such Underwriter in any State or Federal court in The City of New York or (except as to venue) in any competent court in the Republic of Italy, and Italy waives any right to which it may be entitled on account of residence or domicile. Such waiver of immunity constitutes only a limited and specific waiver for the purposes of this Agreement and Securities and in relation to such courts and under no circumstances shall it be interpreted as a general waiver by Italy or a waiver with respect to proceedings unrelated to this Agreement and the Securities or in other courts. Italy reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under U.S. federal or state securities law. Italy does not waive any immunity in respect of present or future “premises of the mission” as such term is defined in the Vienna Convention on Diplomatic Relations signed in 1961, or “consular premises” as such term is defined in the Vienna Convention on Consular Relations signed in 1963 or military property or military assets of Italy related thereto. Italy agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided that such service of process is effected upon such party in the manner provided by this Agreement.

16. Time shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

17. This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of law provisions thereof.

18. This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof.

Very truly yours,
REPUBLIC OF ITALY
By:
	Dr. Maria Cannata
	Director General
	Directorate II
	Department of Treasury
	Ministry of Economy and Finance

Accepted as of the date hereof:

By:

Annex I

FORM OF PRICING AGREEMENT

Dated as of

[—], 20[—]

[—]

Dear Sirs:

US$ [—] [—]% Global Notes due [—], 20[—]

The Republic of Italy (“Italy”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated [—] (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 [—] of the Underwriting Agreement shall be deemed to be a representation or warranty as of [—], 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 [—].

The offering of the Designated Securities will be jointly lead-managed by [—], [—] and [—]. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

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.

[In connection with this issue of Designated Securities, [—] (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 $[—] 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:

[—]

Accepted as of the date hereof.

[—]

As Representatives of the Underwriters

named in Schedule I hereto.

By:

Name:

2

SCHEDULE I

Underwriter	Principal Amount of Designated Securities to be purchased
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
[—]		[	—]
Total		[	—]

3

SCHEDULE II

Title of Designated Securities:

$[—] [—]% Global Notes due [—], 20[—] (the “Securities”).

Aggregate principal amount:

US$[—]

Price to Public:

[—]% of the principal amount of the Securities.

Purchase Price by Underwriters:

[—]% of the principal amount of the Securities.

Underwriting commission:

[—]% of the principal amount of the Securities.

Specified funds for payment of purchase price:

[—]

Fiscal Agency Agreement:

[—]

Maturity Date:

[—], 20[—], at [—].

Interest Rate:

[—]

Collective Action Clauses:

[—]

Interest Payment Dates:

[—] and [—] of each year, commencing [—], 20[—] (each an “Interest Payment Date”), with interest accruing from [—], 20[—], 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 [—] and [—] 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.

4

Redemption:

[—]

Sinking Fund Provisions:

[—]

Time of Delivery:

[—]:00 [—].M., London time, on [—], 20[—] or as otherwise agreed by Italy and the Underwriters (the “Closing Date”).

Closing Location:

[—]

Names and addresses for Notices, etc.:

[—]

Attention: [—]

Telephone: [—]

Facsimile: [—]

Email: [—]

[—]

Attention: [—]

Tel: [—]

Fax: [—]

Email: [—]

Selling Restrictions:

[—]

Listing:

[—]

Notification of U.S. Sales:

[—]

5

SCHEDULE III

FINAL PRICING ANNOUNCEMENT

Registration Statement No. 333-[—]

Issuer:

The Republic of Italy.

Securities Offered:

$[—] principal amount of [—]% Notes due [—].

Maturity Date:

[—]

Spread to Treasury:

[—]

Treasury Yield:

[—]

Benchmark Treasury:

[—]

Redemption Basis:

[—]

Initial Price to Public:

[—]

Purchase Price by the Underwriters:

[—]

Underwriting Commission:

[—]

Interest Rate:

The Notes will bear interest from [—] at the rate of [—]% per annum, payable on [—] and thereafter [—] in arrear in [—] equal payments.

Interest Payment Dates:

[—] and [—] of each year commencing [—], 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 [—] and [—] 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:

[—]

Form and Settlement:

[—]

Stabilization:

[—]

6

Withholding Tax:

[—]

Redemption:

[—]

Collective Action Clauses:

[—]

Governing Law:

[—]

Underwriting:

[—]

***

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: [—]. Alternatively, [—] will arrange to send you the prospectus if you request it by calling [—].

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.

7

EX-99.C

Exhibit C

CONSENT

I hereby consent to the use of my name and the making of the statements with respect to me which are set forth under the caption “Official Statements” in the Prospectus of the Republic of Italy included in this Registration Statement filed by the Republic of Italy with the Securities and Exchange Commission of the United States.

By:	/s/ Dr. Maria Cannata
	Name:	Dr. Maria Cannata
	Title:	Director General Directorate II Department of Treasury Ministry of Economy and Finance

Dated: January 29, 2013.

EX-99.D

Exhibit D

CONSENT

We hereby consent to the use of our name and the making of the statements with respect to us which are set forth under the caption “Validity of the Securities” in the Prospectus included in this Registration Statement filed by the Republic of Italy with the Securities and Exchange Commission of the United States.

In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

WHITE & CASE LLP

Dated: January 29, 2013.

EX-99.E

Exhibit E

CONSENT

I hereby consent to the use of the Legal Affairs Directorate of the Department of Treasury of the Ministry of Economy and Finance of Italy and the making of the statements with respect to it which are set forth under the caption “Validity of the Securities” in the Prospectus included in this Registration Statement filed by the Republic of Italy with the Securities and Exchange Commission of the United States.

In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

By:	/s/ Paola Tirocchi
	Name: Paola Tirocchi
	Title: Head of the Unit VII
	Legal Affairs Directorate
	Department of Treasury
	Ministry of Economy and Finance

Dated: January 29, 2013.