Preview | Pricing Agreement |

PRICING AGREEMENT

Dated as of
23 June 2004

BNP Paribas
Lehman Brothers Inc.
UBS Limited
(as Representatives of the several Underwriters
named in Schedule I hereto)
c/o UBS Limited
1 Finsbury Avenue
London EC2M 2PP
England

Dear Sirs:

US$2,000,000,000 3.75% Global Notes due December 14, 2007

The Republic of Italy (?Italy?) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 16, 1993 (the ?Underwriting Agreement?), between Italy on the one hand and the parties thereto on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the ?Underwriters?) the Securities specified in Schedule II hereto (the ?Designated Securities?). Subject to the amendments to the Underwriting Agreement set forth below, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of February 19, 2004 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 BNP Paribas, Lehman Brothers Inc. and UBS Limited. The offering of the Designated Securities will be jointly lead-managed by BNP Paribas, Lehman Brothers Inc. and UBS Limited. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the addresses of the Representatives are set forth on Schedule II hereto.

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

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

By signing this Pricing Agreement it is agreed that the Underwriting Agreement be and is hereby amended by: (i) substituting all references in the Underwriting Agreement to the obligations of the Underwriters being ?several? or ?several and not joint? with an obligation on the part of the Underwriters to purchase the Designated Securities on a joint and several basis as provided above; (ii) deleting Section 9 in its entirety; (iii) substituting the reference to ?Sullivan & Cromwell? in section 7(b) with a reference to ?Skadden, Arps, Slate, Meagher & Flom (UK) LLP?; and (iv) including in the definition of ?Fiscal Agent?, Citibank, N.A. and including in the definition of ?Fiscal Agency Agreement,? the Fiscal Agency Agreement, dated as of May 15, 2003, between Italy and Citibank, N.A., as fiscal agent.

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