Underwriting: The Underwriters named below, acting through their - TopicsExpress

Underwriting: The Underwriters named below, acting through their representatives, Deutsche Bank AG, London Branch, Goldman Sachs International and Morgan Stanley & Co International plc, have jointly and severally agreed, subject to the terms and conditions set forth in the Underwriting Agreement dated September 16, 1993, as amended by and adhered to by the Underwriters by means of a Pricing Agreement dated as of September 8, 2010 (as amended, the “Underwriting Agreement”), to purchase from Italy the principal amount of each series of the Notes set forth opposite their name below: Principal Amount of Designated Securities Underwriter to be purchased Deutsche Bank AG, London Branch 600,000,000 Goldman Sachs Amnesty International USA 600,000,000 Morgan Stanley & Co International plc 600,000,000 Barclays Bank PLC 22,222,222 BNP Paribas 22,222,222 Citigroup Global Markets Inc. 22,222,222 Credit Suisse Securities (Europe) Limited 22,222,222 HSBC Bank plc 22,222,222 J.P. Morgan Securities Ltd. 22,222,222 Merrill Lynch International 22,222,222 The Royal Bank of Scotland plc 22,222,222 UBS Limited 22,222,222 Total US $ 2,000,000,000 Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and pay for all the Notes, if any are taken. The Underwriters propose to offer the Notes at the public offering price. After the Notes are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Underwriters. Italy has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933. Certain of the Underwriters and their respective affiliates may have from time to time performed investment banking and/or commercial banking services for Italy in the ordinary course of business and may do so in the future. Citigroup Global Markets Inc. is an affiliate of Citibank, N.A., which is acting as Fiscal Agent, Paying Agent and Registrar with regard to the Notes. ***

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