AVVISO n.13875 26 Settembre 2006 SeDeX − PLAIN VANILLA

AVVISO n.13875

26 Settembre 2006

SeDeX − PLAIN VANILLA

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: UNICREDITO ITALIANO

Oggetto : Inizio negoziazione Covered Warrant Plain Vanilla "Unicredito Italiano" emessi nell'ambito di un Programma

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: A) “Covered Warrant su indici azionari con

scadenza 09.03.2007, 16.03.2007, 08.06.2007 e

15.06.2007”

B) “Covered Warrant sui tassi di cambio eur/jpy e

	eur/usd con scadenza 02.03.2007, 07.12.2007”	01.06.2007 e
Emittente:	UniCredito Italiano S.p.A.
Rating Emittente:	Società Long di Rating Term	Data Report
	Moody’s A1	dic 2005
	Standard & Poor’s A+	13/03/2006
	Fitch A+	01/12/2005

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 28 settembre 2006

Mercato di quotazione: Borsa - Comparto SEDEX, “segmento covered warrant

plain vanilla”

Borsa – Comparto TAH

Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dagli artt.

IA.5.1.6 e IA.6.1.9 delle Istruzioni

Operatore incaricato ad

assolvere l’impegno di quotazione: UBM-UniCredit Banca Mobiliare S.p.A.

Codice specialist: 1103

Modalità di liquidazione

dei contratti: liquidazione a contante garantita il terzo giorno di borsa aperta successivo a quello di conclusione dei contratti.

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

A) “Covered Warrant su indici azionari con scadenza 09.03.2007, 16.03.2007, 08.06.2007 e 15.06.2007”

B) “Covered Warrant sui tassi di cambio eur/jpy e eur/usd con scadenza 02.03.2007, 01.06.2007 e 07.12.2007”

Quantitativo minimo di

negoziazione di ciascuna serie: vedasi scheda riepilogativa delle caratteristiche dei

covered warrant (colonna “Lotto Neg.”) Controvalore minimo dei blocchi: 150.000 Euro

Impegno giornaliero ad esporre prezzi denaro e lettera

per ciascuna serie: vedasi scheda riepilogativa delle caratteristiche dei covered warrant (colonna “X.Xxxxx M.M.”)

Tipo di liquidazione: monetaria

Modalità di esercizio: americano

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 28 settembre 2006, i “Covered Warrant su indici azionari con scadenza 09.03.2007, 16.03.2007, 08.06.2007 e 15.06.2007” e i “Covered Warrant sui tassi di cambio eur/jpy e eur/usd con scadenza 02.03.2007, 01.06.2007 e 07.12.2007” verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Schede riepilogative delle caratteristiche dei covered warrant;

- Final Terms dei covered warrant;

- Nota di sintesi e Terms and Conditions dei covered warrant.

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

1	IT0004110463	UI0410	404501	UC ND100 P1450	MZ07	NASDAQ100	Put	1450	16/03/2007	0,001	1000000	100	1000
2	IT0004110471	UI0411	404502	UC ND100 C1550	MZ07	NASDAQ100	Call	1550	16/03/2007	0,001	1000000	100	300
3	IT0004110489	UI0412	404503	UC ND100 P1550	MZ07	NASDAQ100	Put	1550	16/03/2007	0,001	1000000	100	600
4	IT0004110497	UI0413	404504	UC ND100 C1650	MZ07	NASDAQ100	Call	1650	16/03/2007	0,001	1000000	100	400
5	IT0004110505	UI0414	404505	UC ND100 P1650	MZ07	NASDAQ100	Put	1650	16/03/2007	0,001	1000000	100	400
6	IT0004110513	UI0415	404506	UC ND100 C1750	MZ07	NASDAQ100	Call	1750	16/03/2007	0,001	1000000	100	700
7	IT0004110521	UI0416	404507	UC ND100 C1850	MZ07	NASDAQ100	Call	1850	16/03/2007	0,001	1000000	100	1500
8	IT0004110539	UI0417	404508	XX XX000 X0000	XX00	XXXXXX000	Put	1400	15/06/2007	0,001	1000000	100	800
9	IT0004110547	UI0418	404509	XX XX000 X0000	XX00	XXXXXX000	Call	1500	15/06/2007	0,001	1000000	100	150
10	IT0004110554	UI0419	404510	XX XX000 X0000	XX00	XXXXXX000	Put	1500	15/06/2007	0,001	1000000	100	600
11	IT0004110562	UI0420	404511	XX XX000 X0000	XX00	XXXXXX000	Call	1600	15/06/2007	0,001	1000000	100	200
12	IT0004110570	UI0421	404512	XX XX000 X0000	XX00	XXXXXX000	Put	1600	15/06/2007	0,001	1000000	100	400
13	IT0004110588	UI0422	404513	XX XX000 X0000	XX00	XXXXXX000	Call	1700	15/06/2007	0,001	1000000	100	400
14	IT0004110596	UI0423	404514	XX XX000 X0000	XX00	XXXXXX000	Call	1800	15/06/2007	0,001	1000000	100	600
15	IT0004110604	UI0424	404515	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	09/03/2007	0,1	1000000	100	200
16	IT0004110612	UI0425	404516	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	09/03/2007	0,1	1000000	100	100

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

17	IT0004110620	UI0426	404517	UC N225 C15500	MZ07	NIKKEI225	Call	00000	00/03/2007	0,1	1000000	100	50
18	IT0004110638	UI0427	404518	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	09/03/2007	0,1	1000000	100	50
19	IT0004110646	UI0428	404519	UC N225 C16500	MZ07	NIKKEI225	Call	00000	00/03/2007	0,1	1000000	100	100
20	IT0004110653	UI0429	404520	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	09/03/2007	0,1	1000000	100	30
21	IT0004110661	UI0430	404521	UC N225 C17500	MZ07	NIKKEI225	Call	00000	00/03/2007	0,1	1000000	100	150
22	IT0004110679	UI0431	404522	UC N225 C18500	MZ07	NIKKEI225	Call	00000	00/03/2007	0,1	1000000	100	400
23	IT0004110687	UI0432	404523	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	08/06/2007	0,1	1000000	100	300
24	IT0004110695	UI0433	404524	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	08/06/2007	0,1	1000000	100	150
25	IT0004110703	UI0434	404525	XX X000 X00000	XX00	NIKKEI225	Call	00000	00/06/2007	0,1	1000000	100	30
26	IT0004110711	UI0435	404526	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	08/06/2007	0,1	1000000	100	100
27	IT0004110729	UI0436	404527	XX X000 X00000	XX00	NIKKEI225	Call	00000	00/06/2007	0,1	1000000	100	50
28	IT0004110737	UI0437	404528	XX X000 X00000	XX00	XXXXXX000	Xxx	00000	08/06/2007	0,1	1000000	100	50
29	IT0004110745	UI0438	404529	XX X000 X00000	XX00	NIKKEI225	Call	00000	00/06/2007	0,1	1000000	100	100
30	IT0004110752	UI0439	404530	XX X000 X00000	XX00	NIKKEI225	Call	00000	00/06/2007	0,1	1000000	100	200
31	IT0004110760	UI0440	404531	UC SPMIB C36500 MZ07		S&P/MIB	Call	36500	16/03/2007	0,0001	1000000	100	100
32	IT0004110778	UI0441	404532	UC SPMIB P36500 MZ07		S&P/MIB	Put	36500	16/03/2007	0,0001	1000000	100	300
33	IT0004110786	UI0442	404533	UC SPMIB C37500 MZ07		S&P/MIB	Call	00000	00/03/2007	0,0001	1000000	100	150

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

34	IT0004110794	UI0443	404534	UC SPMIB P37500 MZ07	S&P/MIB	Put	37500	16/03/2007	0,0001	1000000	100	200
35	IT0004110802	UI0444	404535	UC SPMIB P38000 MZ07	S&P/MIB	Put	38000	16/03/2007	0,0001	1000000	100	200
36	IT0004110810	UI0445	404536	UC SPMIB C38500 MZ07	S&P/MIB	Call	00000	00/03/2007	0,0001	1000000	100	200
37	IT0004110828	UI0446	404537	UC SPMIB P38500 MZ07	S&P/MIB	Put	38500	16/03/2007	0,0001	1000000	100	150
38	IT0004110836	UI0447	404538	UC SPMIB P39000 MZ07	S&P/MIB	Put	39000	16/03/2007	0,0001	1000000	100	150
39	IT0004110844	UI0448	404539	UC SPMIB C39500 MZ07	S&P/MIB	Call	00000	00/03/2007	0,0001	1000000	100	300
40	IT0004110851	UI0449	404540	UC SPMIB C41000 MZ07	S&P/MIB	Call	00000	00/03/2007	0,0001	1000000	100	400
41	IT0004110869	UI0450	404541	XX XXXXX X00000 XX00	S&P/MIB	Put	34000	15/06/2007	0,0001	1000000	100	300
42	IT0004110877	UI0451	404542	XX XXXXX X00000 XX00	S&P/MIB	Put	35000	15/06/2007	0,0001	1000000	100	200
43	IT0004110885	UI0452	404543	XX XXXXX X00000 XX00	S&P/MIB	Put	36000	15/06/2007	0,0001	1000000	100	200
44	IT0004110893	UI0453	404544	XX XXXXX X00000 XX00	S&P/MIB	Call	00000	00/06/2007	0,0001	1000000	100	100
45	IT0004110901	UI0454	404545	XX XXXXX X00000 XX00	S&P/MIB	Put	37000	15/06/2007	0,0001	1000000	100	150
46	IT0004110919	UI0455	404546	XX XXXXX X00000 XX00	S&P/MIB	Call	00000	00/06/2007	0,0001	1000000	100	150
47	IT0004110927	UI0456	404547	XX XXXXX X00000 XX00	S&P/MIB	Put	38000	15/06/2007	0,0001	1000000	100	150
48	IT0004110935	UI0457	404548	XX XXXXX X00000 XX00	S&P/MIB	Call	00000	00/06/2007	0,0001	1000000	100	150
49	IT0004110943	UI0458	404549	XX XXXXX X00000 XX00	S&P/MIB	Call	00000	00/06/2007	0,0001	1000000	100	200
50	IT0004110950	UI0459	404550	XX XXXXX X00000 XX00	S&P/MIB	Call	00000	00/06/2007	0,0001	1000000	100	300

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

51	IT0004110968	UI0460	404551	XX XXXXX X00000 XX00	S&P/MIB	Call	00000	00/06/2007	0,0001	1000000	100	400
52	IT0004110976	UI0461	404552	UC SP500 P1300 MZ07	S&P500	Put	1300	16/03/2007	0,001	1000000	100	1000
53	IT0004110984	UI0462	404553	UC SP500 C1350 MZ07	S&P500	Call	1350	16/03/2007	0,001	1000000	100	800
54	IT0004110992	UI0463	404554	UC SP500 C1450 MZ07	S&P500	Call	1450	16/03/2007	0,001	1000000	100	4000
55	IT0004111008	UI0464	404555	UC SP500 P1100 GN07	S&P500	Put	1100	15/06/2007	0,001	1000000	100	3000
56	IT0004111016	UI0465	404556	UC SP500 C1200 GN07	S&P500	Call	1200	15/06/2007	0,001	1000000	100	200
57	IT0004111024	UI0466	404557	UC SP500 P1200 GN07	S&P500	Put	1200	15/06/2007	0,001	1000000	100	1500
58	IT0004111032	UI0467	404558	UC SP500 C1300 GN07	S&P500	Call	1300	15/06/2007	0,001	1000000	100	400
59	IT0004111040	UI0468	404559	UC SP500 P1300 GN07	S&P500	Put	1300	15/06/2007	0,001	1000000	100	700
60	IT0004111057	UI0469	404560	UC SP500 C1400 GN07	S&P500	Call	1400	15/06/2007	0,001	1000000	100	1000

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

1	IT0004111404	UI0470	404411	UC EURJPY P137,5MZ07	EUR/JPY	Put	137,5	02/03/2007	10	1000000	100	500
2	IT0004111412	UI0471	404412	UC EURJPY P140 MZ07	EUR/JPY	Put	140	02/03/2007	10	1000000	100	300
3	IT0004111420	UI0472	404413	UC EURJPY C142,5MZ07	EUR/JPY	Call	142,5	02/03/2007	10	1000000	100	100
4	IT0004111438	UI0473	404414	UC EURJPY P142,5MZ07	EUR/JPY	Put	142,5	02/03/2007	10	1000000	100	200
5	IT0004111446	UI0474	404415	UC EURJPY C147,5MZ07	EUR/JPY	Call	147,5	02/03/2007	10	1000000	100	100
6	IT0004111453	UI0475	404416	UC EURJPY P147,5MZ07	EUR/JPY	Put	147,5	02/03/2007	10	1000000	100	100
7	IT0004111461	UI0476	404417	UC EURJPY P150 MZ07	EUR/JPY	Put	150	02/03/2007	10	1000000	100	100
8	IT0004111479	UI0477	404418	UC EURJPY C152,5MZ07	EUR/JPY	Call	152,5	02/03/2007	10	1000000	100	200
9	IT0004111487	UI0478	404419	UC EURJPY C157,5MZ07	EUR/JPY	Call	157,5	02/03/2007	10	1000000	100	400
10	IT0004111495	UI0479	404420	UC EURJPY C160 MZ07	EUR/JPY	Call	160	02/03/2007	10	1000000	100	500
11	IT0004111503	UI0480	404421	UC EURJPY P137,5GN07	EUR/JPY	Put	137,5	01/06/2007	10	1000000	100	300
12	IT0004111511	UI0481	404422	XX XXXXXX X000 XX00	XXX/XXX	Put	140	01/06/2007	10	1000000	100	150
13	IT0004111529	UI0482	404423	UC EURJPY C142,5GN07	EUR/JPY	Call	142,5	01/06/2007	10	1000000	100	50
14	IT0004111537	UI0483	404424	UC EURJPY P142,5GN07	EUR/JPY	Put	142,5	01/06/2007	10	1000000	100	150
15	IT0004111545	UI0484	404425	XX XXXXXX X000 XX00	XXX/XXX	Call	145	01/06/2007	10	1000000	100	100
16	IT0004111552	UI0485	404426	XX XXXXXX X000 XX00	XXX/XXX	Put	145	01/06/2007	10	1000000	100	100

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

17	IT0004111560	UI0486	404427	XX XXXXXX X000,0XX00	XXX/XXX	Call	147,5	01/06/2007	10	1000000	100	100
18	IT0004111578	UI0487	404428	UC EURJPY P147,5GN07	EUR/JPY	Put	147,5	01/06/2007	10	1000000	100	100
19	IT0004111586	UI0488	404429	XX XXXXXX X000 XX00	XXX/XXX	Call	150	01/06/2007	10	1000000	100	150
20	IT0004111594	UI0489	404430	XX XXXXXX X000 XX00	XXX/XXX	Put	150	01/06/2007	10	1000000	100	50
21	IT0004111602	UI0490	404431	UC EURJPY C152,5GN07	EUR/JPY	Call	152,5	01/06/2007	10	1000000	100	150
22	IT0004111610	UI0491	404432	UC EURJPY P152,5GN07	EUR/JPY	Put	152,5	01/06/2007	10	1000000	100	50
23	IT0004111628	UI0492	404433	XX XXXXXX X000 XX00	XXX/XXX	Call	155	01/06/2007	10	1000000	100	200
24	IT0004111636	UI0493	404434	XX XXXXXX X000 XX00	XXX/XXX	Put	155	01/06/2007	10	1000000	100	50
25	IT0004111644	UI0494	404435	UC EURJPY C157,5GN07	EUR/JPY	Call	157,5	01/06/2007	10	1000000	100	300
26	IT0004111651	UI0495	404436	XX XXXXXX X000 XX00	XXX/XXX	Call	160	01/06/2007	10	1000000	100	300
27	IT0004111669	UI0496	404437	UC EURJPY P137,5DC07	EUR/JPY	Put	137,5	07/12/2007	10	1000000	100	100
28	IT0004111677	UI0497	404438	XX XXXXXX X000 XX00	XXX/XXX	Put	140	07/12/2007	10	1000000	100	100
29	IT0004111685	UI0498	404439	UC EURJPY C142,5DC07	EUR/JPY	Call	142,5	07/12/2007	10	1000000	100	50
30	IT0004111693	UI0499	404440	UC EURJPY P142,5DC07	EUR/JPY	Put	142,5	07/12/2007	10	1000000	100	100
31	IT0004111701	UI0500	404441	UC EURJPY C145 DC07	EUR/JPY	Call	145	07/12/2007	10	1000000	100	100
32	IT0004111719	UI0501	404442	XX XXXXXX X000 XX00	XXX/XXX	Put	145	07/12/2007	10	1000000	100	50
33	IT0004111727	UI0502	404443	UC EURJPY C147,5DC07	EUR/JPY	Call	147,5	07/12/2007	10	1000000	100	100

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

34	IT0004111735	UI0503	404444	UC EURJPY P147,5DC07	EUR/JPY	Put	147,5	07/12/2007	10	1000000	100	50
35	IT0004111743	UI0504	404445	UC EURJPY C150 DC07	EUR/JPY	Call	150	07/12/2007	10	1000000	100	100
36	IT0004111750	UI0505	404446	XX XXXXXX X000 XX00	XXX/XXX	Put	150	07/12/2007	10	1000000	100	50
37	IT0004111768	UI0506	404447	UC EURJPY C152,5DC07	EUR/JPY	Call	152,5	07/12/2007	10	1000000	100	100
38	IT0004111776	UI0507	404448	UC EURJPY P152,5DC07	EUR/JPY	Put	152,5	07/12/2007	10	1000000	100	30
39	IT0004111784	UI0508	404449	UC EURJPY C155 DC07	EUR/JPY	Call	155	07/12/2007	10	1000000	100	100
40	IT0004111792	UI0509	404450	XX XXXXXX X000 XX00	XXX/XXX	Put	155	07/12/2007	10	1000000	100	30
41	IT0004111800	UI0510	404451	UC EURJPY C157,5DC07	EUR/JPY	Call	157,5	07/12/2007	10	1000000	100	150
42	IT0004111818	UI0511	404452	UC EURJPY C160 DC07	EUR/JPY	Call	160	07/12/2007	10	1000000	100	150
43	IT0004111826	UI0512	404453	UC EURUSD P1,175MZ07	EUR/USD	Put	1,175	02/03/2007	10	1000000	100	500
44	IT0004111834	UI0513	404454	UC EURUSD P1,225MZ07	EUR/USD	Put	1,225	02/03/2007	10	1000000	100	200
45	IT0004111842	UI0514	404455	UC EURUSD P1,255MZ07	EUR/USD	Put	1,255	02/03/2007	10	1000000	100	150
46	IT0004111859	UI0515	404456	UC EURUSD C1,275MZ07	EUR/USD	Call	1,275	02/03/2007	10	1000000	100	100
47	IT0004111867	UI0516	404457	UC EURUSD P1,275MZ07	EUR/USD	Put	1,275	02/03/2007	10	1000000	100	100
48	IT0004111875	UI0517	404458	UC EURUSD C1,325MZ07	EUR/USD	Call	1,325	02/03/2007	10	1000000	100	200
49	IT0004111883	UI0518	404459	UC EURUSD P1,325MZ07	EUR/USD	Put	1,325	02/03/2007	10	1000000	100	50
50	IT0004111891	UI0519	404460	UC EURUSD C1,375MZ07	EUR/USD	Call	1,375	02/03/2007	10	1000000	100	400

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

51	IT0004111909	UI0520	404461	UC EURUSD P1,375MZ07	EUR/USD	Put	1,375	02/03/2007	10	1000000	100	30
52	IT0004111917	UI0521	404462	UC EURUSD C1,425MZ07	EUR/USD	Call	1,425	02/03/2007	10	1000000	100	700
53	IT0004111925	UI0522	404463	UC EURUSD C1,45 MZ07	EUR/USD	Call	1,45	02/03/2007	10	1000000	100	1000
54	IT0004111933	UI0523	404464	UC EURUSD C1,475MZ07	EUR/USD	Call	1,475	02/03/2007	10	1000000	100	1500
55	IT0004111941	UI0524	404465	UC EURUSD P1,15 GN07	EUR/USD	Put	1,15	01/06/2007	10	1000000	100	400
56	IT0004111958	UI0525	404466	UC EURUSD P1,175GN07	EUR/USD	Put	1,175	01/06/2007	10	1000000	100	300
57	IT0004111966	UI0526	404467	XX XXXXXX X0,0 XX00	EUR/USD	Call	1,2	01/06/2007	10	1000000	100	50
58	IT0004111974	UI0527	404468	XX XXXXXX X0,0 XX00	EUR/USD	Put	1,2	01/06/2007	10	1000000	100	200
59	IT0004111982	UI0528	404469	UC EURUSD P1,225GN07	EUR/USD	Put	1,225	01/06/2007	10	1000000	100	150
60	IT0004111990	UI0529	404470	UC EURUSD C1,25 GN07	EUR/USD	Call	1,25	01/06/2007	10	1000000	100	50
61	IT0004112006	UI0530	404471	UC EURUSD P1,25 GN07	EUR/USD	Put	1,25	01/06/2007	10	1000000	100	100
62	IT0004112014	UI0531	404472	UC EURUSD C1,275GN07	EUR/USD	Call	1,275	01/06/2007	10	1000000	100	100
63	IT0004112022	UI0532	404473	UC EURUSD P1,275GN07	EUR/USD	Put	1,275	01/06/2007	10	1000000	100	100
64	IT0004112030	UI0533	404474	XX XXXXXX X0,0 XX00	EUR/USD	Call	1,3	01/06/2007	10	1000000	100	100
65	IT0004112048	UI0534	404475	XX XXXXXX X0,0 XX00	EUR/USD	Put	1,3	01/06/2007	10	1000000	100	100
66	IT0004112055	UI0535	404476	UC EURUSD C1,325GN07	EUR/USD	Call	1,325	01/06/2007	10	1000000	100	100
67	IT0004112063	UI0536	404477	UC EURUSD P1,325GN07	EUR/USD	Put	1,325	01/06/2007	10	1000000	100	50

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

68	IT0004112071	UI0537	404478	UC EURUSD C1,35 GN07	EUR/USD	Call	1,35	01/06/2007	10	1000000	100	150
69	IT0004112089	UI0538	404479	UC EURUSD P1,35 GN07	EUR/USD	Put	1,35	01/06/2007	10	1000000	100	50
70	IT0004112097	UI0539	404480	UC EURUSD C1,375GN07	EUR/USD	Call	1,375	01/06/2007	10	1000000	100	200
71	IT0004112105	UI0540	404481	XX XXXXXX X0,0 XX00	EUR/USD	Call	1,4	01/06/2007	10	1000000	100	200
72	IT0004112113	UI0541	404482	UC EURUSD C1,425GN07	EUR/USD	Call	1,425	01/06/2007	10	1000000	100	300
73	IT0004112121	UI0542	404483	UC EURUSD P1,15 DC07	EUR/USD	Put	1,15	07/12/2007	10	1000000	100	150
74	IT0004112139	UI0543	404484	UC EURUSD P1,175DC07	EUR/USD	Put	1,175	07/12/2007	10	1000000	100	150
75	IT0004112147	UI0544	404485	UC EURUSD C1,2 DC07	EUR/USD	Call	1,2	07/12/2007	10	1000000	100	30
76	IT0004112154	UI0545	404486	UC EURUSD P1,2 DC07	EUR/USD	Put	1,2	07/12/2007	10	1000000	100	100
77	IT0004112162	UI0546	404487	UC EURUSD P1,225DC07	EUR/USD	Put	1,225	07/12/2007	10	1000000	100	100
78	IT0004112170	UI0547	404488	UC EURUSD C1,25 DC07	EUR/USD	Call	1,25	07/12/2007	10	1000000	100	50
79	IT0004112188	UI0548	404489	UC EURUSD P1,25 DC07	EUR/USD	Put	1,25	07/12/2007	10	1000000	100	100
80	IT0004112196	UI0549	404490	UC EURUSD C1,275DC07	EUR/USD	Call	1,275	07/12/2007	10	1000000	100	50
81	IT0004112204	UI0550	404491	UC EURUSD P1,275DC07	EUR/USD	Put	1,275	07/12/2007	10	1000000	100	100
82	IT0004112212	UI0551	404492	UC EURUSD C1,3 DC07	EUR/USD	Call	1,3	07/12/2007	10	1000000	100	50
83	IT0004112220	UI0552	404493	UC EURUSD P1,3 DC07	EUR/USD	Put	1,3	07/12/2007	10	1000000	100	50
84	IT0004112238	UI0553	404494	UC EURUSD C1,325DC07	EUR/USD	Call	1,325	07/12/2007	10	1000000	100	100

Serie Isin Sigla SIA Descrizione Sottostante Facoltà Strike Scad. Multiplo Ammontare Lotto Neg. X.Xxxxx MM

85	IT0004112246	UI0554	404495	UC EURUSD P1,325DC07	EUR/USD	Put	1,325	07/12/2007	10	1000000	100	50
86	IT0004112253	UI0555	404496	UC EURUSD C1,35 DC07	EUR/USD	Call	1,35	07/12/2007	10	1000000	100	100
87	IT0004112261	UI0556	404497	UC EURUSD P1,35 DC07	EUR/USD	Put	1,35	07/12/2007	10	1000000	100	30
88	IT0004112279	UI0557	404498	UC EURUSD C1,375DC07	EUR/USD	Call	1,375	07/12/2007	10	1000000	100	100
89	IT0004112287	UI0558	404499	UC EURUSD C1,4 DC07	EUR/USD	Call	1,4	07/12/2007	10	1000000	100	100
90	IT0004112295	UI0559	404500	UC EURUSD C1,425DC07	EUR/USD	Call	1,425	07/12/2007	10	1000000	100	150

Final Terms

Dated 14 September 2006 UNICREDITO ITALIANO S.p.A.

(the "Issuer")

Issue of Euro 11,470,400 Warrants linked to Indices under its Warrant and Certificate Programme

This document constitutes the Final Terms relating to the issue of Securities described herein and final terms for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive).

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 28 November 2005, the supplemental Prospectus dated 13 February 2006, the supplemental Prospectus dated 18 April 2006, the supplemental Prospectus dated 06 June 2006, the supplemental Prospectus dated 14 July 2006 and the supplemental Prospectus dated 18 August 2006, which together constitute a prospectus for the purposes of the Prospectus Directive. These Final Terms contain the final terms of the Securities described herein and must be read in conjunction with such Prospectus in order to obtain full information on the Issuer and the Securities themselves. Copies of such Prospectus are available free of charge to the public during normal business hours at the registered office of the Issuer and in an electronic form at xxx.xxxxxxxxxx.xx and the website of Borsa Italiana

S.p.A. at xxx.xxxxxxxxxxx.xx .

Save as disclosed in "Offering and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

References herein to numbered Conditions are to the Terms and Condition of the Warrants and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms, save as where otherwise expressly provided.

The Issuer (the Responsible Person) accepts responsibility for the information contained in these Final Terms. To the best of the knowledge and belief of the Issuer, which has taken all reasonable care to ensure that such is the case, the information contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such information.

PART A - CONTRACTUAL TERMS

A.1 GENERAL PROVISIONS

1. Issuer: UniCredito Italiano S.p.A.

2. Series Number: The series number of each Series of Warrants is as specified in Annex I.

3. Tranche: The Tranche of each Series of Warrants is specified in Annex I.

4. Denomination: Not Applicable

5. Consolidation: Not Applicable

6. Type of Securities: (i) The Securities are Warrants.

(ii) The Securities are Index Warrants.

(iii) The Securities relate to indices (the Index or the Indices), as specified in Annex I. See also Xxxxx XX for a description of the Indices.

7. Form of Securities: No Warrants in definitive form will be issued in relation to any Series. No physical document of title will be issued to represent the Warrants of any Series. On issue, the Warrants of each Series will be registered in the books of Monte Titoli. The Warrants of each Series will be held in bearer form on behalf of the beneficial owners until redemption and cancellation thereof.

8. Status of the Securities: Direct, unsubordinated and unsecured.

9. Date Board approval for issuance of Securities obtained:

Not Applicable

10. Admission to trading: Application has been made for the Warrants of each Series to be

admitted to trading on the SeDeX of Borsa Italiana S.p.A.

UniCredit Banca Mobiliare S.p.A., xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxx (Xxxxx), (the Market Maker) has undertaken to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A., where the Warrants of each Series are expected to be listed. The obligations of the Market Maker are regulated by the Regulation on regulated markets, and relevant Instructions, of Borsa Italiana S.p.A..

11. Averaging: Not Applicable

12. Number of Securities being issued: See Annex I in relation to each Series of Warrants.

13. Issue Price: The indicative issue price per Warrant in relation to each Series is the one specified as such in Annex I.

14. Issue Date: 28 September 2006

15. Exchange Business Day As set out in Condition 3

16. Business Day Centre(s): Milan

17. Valuation Date(s): The date, as determined by the Calculation Agent, is:

(a) in the case of Automatic Exercise, the Maturity Date of the Warrants (as defined in Annex I);

(b) in the case of exercise of the Warrant during the Exercise Period, one Business Day immediately succeeding the relevant Effective Exercise Date (as defined in Annex III).

18. Settlement: Settlement will be by way of cash payment.

Subject as set out in the Conditions (as supplemented and/or amended by these Final Terms), on the Settlement Date, the Issuer will pay the amount to which the Holder is entitled, in the Settlement Currency, in relation to each Series of Warrants (the Cash Settlement Amount).

In relation to each Series of Warrants, the Cash Settlement Amount shall be determined by the Calculation Agent at the Valuation Date as follows:

1. if such Warrants are Call Warrants, Holders will receive in relation to each Warrant, an amount in EUR calculated in accordance with the following formula:

Cash Settlement Amount = [(Settlement Price – Exercise Price) * Parity] / Exchange Rate

Where:

Parity means the amount indicated as such in Annex I in relation to each Series of Warrants and shall only be used in connection with the calculation of the Cash Settlement Amount pursuant this paragraph 18.

2. if such Warrants are Put Warrants, Holders will receive in relation to each Warrant, an amount in EUR calculated in accordance with the following formula:

Cash Settlement Amount = [(Exercise Price – Settlement Price) * Parity]/Exchange Rate

The Cash Settlement Amount will be rounded to the nearest four decimal places in the relevant Settlement Currency, 0.00005 being rounded upwards.

19. Issuer's option to vary settlement: Not Applicable

20. Exchange Rate: The applicable rate of exchange for conversion of any amount into the Settlement Currency for the purposes of determining the Cash Settlement Amount is:

− with respect to the NASDAQ100 Index and the S&P500 Index, the European Central Bank Settlement Spot Rate, fixing of the exchange rate of the USD against the EUR at 14:15 CET on the Valuation Date, as published on the Reuters page ECB37;

− with respect to the NIKKEI225 Index, the European Central Bank Settlement Spot Rate, fixing of the exchange rate of the JPY against the EUR at 14:15 CET on the Valuation Date, as published on the Reuters page ECB37.

21. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is EUR.

22. Principal Agent: UniCredito Italiano S.p.A.

23. Calculation Agent: UniCredit Banca Mobiliare S.p.A.

24. Exchange(s): Not Applicable

25. Exchange(s) and Index Sponsor: The relevant Exchange is:

− with respect to the NASDAQ100 Index, Nasdaq Stock Market Inc.;

− with respect to the NIKKEI225 Index, Tokyo Stock Exchange Inc.;

− with respect to the S&P/MIB Index, Borsa Italiana S.p.A.;

− with respect to the S&P500 Index, New York Stock Exchange Inc..

The relevant Index Sponsor is:

− with respect to the NASDAQ100 Index, Nasdaq Stock Market Inc. (xxx.xxxxxx.xxx);

− with respect to the NIKKEI225 Index, Nihon Keizai Shimbun Inc. (xxx.xxx.xxxxxx.xx.xx\Markets Japan);

− with respect to the S&P/MIB Index and the S&P500 Index, Standard and Poor’s Corp.(xxx.xxxxxxxxxxxxxxxx.xxx);

26. Related Exchange(s): The Related Exchange is:

− with respect to the NASDAQ100 Index and the S&P500 Index, the Chicago Board Options Exchange (xxx.xxxx.xxx);

− with respect to the NIKKEI225 Index, the Osaka Securities Exchange (xxx.xxx.xx.xx);

− with respect to the S&P/MIB Index, IDEM of Borsa Italiana

S.p.A. (xxx.xxxxxxxxxxx.xx).

27. Multiplier: Not Applicable

28. Nominal Amount: Not Applicable

29. Relevant Asset(s): Not Applicable

30. Entitlement: Not Applicable

31. Settlement Price: In relation to each Series of Warrants, the Settlement Price of the relevant Index, as determined by the Calculation Agent, is:

(a) in the case of Automatic Exercise:

− with respect to the NASDAQ100 Index and the S&P500 Index, the “special quotation” of each Index, as established by the relevant Related Exchange on the Valuation Date at xxx.xxxx.xxx. As of 28 September 2006, the special quotation for calculating the final settlement price of the NASDAQ100 options is based on the opening price of each stock on the last business day before the expiration date of the options;

− with respect to the NIKKEI225 Index, the “special quotation” of the Index, as established by the relevant Related Exchange on the Valuation Date at xxx.xxx.xx.xx. As of 28 September 2006, the special quotation for calculating the final settlement price of the NIKKEI225 options is based on the total opening prices of each component issue in the Nikkei Stock Average on the business day following the last trading day of the options;

− with respect to the S&P/MIB Index, the official opening price of the Index, as established by the relevant Related Exchange on the Valuation Date at xxx.xxxxxxxxxxx.xx;

In case of delisting of the relevant options contracts related to each Index listed on the relevant Related Exchange, at any time between the Issue Date and the Maturity Date (both included) of any Series of Warrants, the Settlement Price will be an official price of the Index calculated by the relevant Index Sponsor on the Valuation Date. The Calculation Agent will notify the Holders of the Settlement Price of the Index used for

the purpose of calculating the Cash Settlement Amount.

(b) in the case of exercise of the Warrant during the Exercise Period:

− with respect to the NASDAQ100 Index, the official closing price of the Index, as calculated and published by the relevant Index Sponsor on the Valuation Date at xxx.xxxxxx.xxx;

− with respect to the NIKKEI225 Index, the official opening price of each Index, as calculated and published by the relevant Index Sponsor on the Valuation Date at xxx.xxx.xxxxxx.xx.xx \Markets Japan;

− with respect to the S&P/MIB Index and the S&P500 Index, the official opening price of each Index, as calculated and published by the relevant Index Sponsor on the Valuation Date at xxx.xxxxxxxxxxxxxxxx.xxx.;

32. Disrupted Day: In relation to each Series of Warrants, if the Valuation Date is a Disrupted Day:

− in the case of Automatic Exercise, the Settlement Price of the relevant Index will be the one established for the same purpose by the relevant Related Exchange on such date and in such manner according to its applicable regulations.

If the relevant Related Exchange does not establish the Settlement Price of the relevant Index within eight Scheduled Trading Days immediately following the Valuation Date:

(i) that eight Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day; and

(ii) the Calculation Agent shall calculate the Settlement Price in its good faith and absolute discretion, by taking into account the market conditions, a price of the Index estimated on the basis of last announced prices of the components and such other conditions or factors that the Calculation Agent reasonably considers to be relevant.

− in the case of exercise of the Warrant during the Exercise Period, the first succeeding Scheduled Trading Day that is not a Disrupted Day is deemed to be the Valuation Date, unless each of the eight Scheduled Trading Days immediately following the Valuation Date is a Disrupted Day. In that case:

(i) that eight Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day; and

(ii) the Calculation Agent shall calculate the Settlement Price

in its good faith and absolute discretion, by taking into account the market conditions, a price of the Index estimated on the basis of last announced prices of the components and such other conditions or factors that the Calculation Agent reasonably considers to be relevant.

33. Redemption of underlying of Debt Securities:

Not Applicable

34. Relevant Time: In relation to each Series of Warrants, the Relevant Time for the calculation of the Settlement Price of the relevant Index is:

(a) in the case of Automatic Exercise, the relevant scheduled time specified by the relevant Related Exchange on the Valuation Date;

(b) in the case of exercise of the Warrant during the Exercise Period, the relevant scheduled time specified by the relevant Index Sponsor on the Valuation Date.

35. Currency: Not Applicable

36. Additional Disruption Events: Not Applicable

37. Failure to Deliver due to Illiquidity: Not Applicable

38. Special conditions or other modifications to the Terms and Conditions:

See Xxxxx XXX in relation to each Series of Warrants with respect to the exercise of such Warrants and the provisions of Conditions 4 and 5 shall be amended accordingly.

Condition 13 (“Substitution of Issuer”) shall not apply and shall be replaced by the following:

(1) “The Issuer shall be entitled at any time, without the consent of the Holder, to substitute any company within the UniCredit Group, being UniCredito Italiano S.p.A. and its consolidated subsidiaries, in place of the Issuer (the New Issuer) with respect to all obligations under or in connection with the Warrants, provided that:

(i) the New Issuer assumes all obligations of the Issuer in relation to the Holders under or in connection with the Warrants;

(ii) the New Issuer has obtained all necessary authorisations, if any, by the competent authorities, under which the New Issuer may perform all obligations arising under or in connection with the Warrants and transfer payments to the Paying Agent; and

(iii) the Issuer unconditionally and irrevocably guarantees the obligations of the New Issuer, except in the case where the Issuer is UniCredit Banca Mobiliare S.p.A. and the New Issuer is UniCredito Italiano S.p.A. in which case such

guarantee is not required.

(2) In case of any such substitution of the Issuer, any reference in these Conditions to the Issuer shall be construed as a reference to the New Issuer.

(3) The substitution of the Issuer shall be final, binding and conclusive on the Holders and will be notified to the Holders without undue delay in accordance with Condition 10.

(4) In connection with such right of substitution the Issuer shall not be obliged to have regard to the consequences of the exercise of such right for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and no Holder shall be entitled to claim from the Issuer or New Issuer any indemnification or payment in respect of any tax consequence of any such substitution upon such Holder.”

The third paragraph of Condition 7 (“Illegality”) shall not apply and shall be replaced by the following:

"If the Issuer cancels the Warrants then the Issuer will, if and to the extent permitted by applicable law, pay an amount to each Holder in respect of each Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, held by such Holder, which amount shall be the fair market value of a Warrant or Unit, as the case may be, notwithstanding such illegality, plus, if already paid by or on behalf of the Holder, the Exercise Price, all as determined by the Calculation Agent in its sole and absolute discretion. Payment will be made in such manner as shall be notified to the Holders in accordance with Condition 10.".

The following paragraph shall be added to Condition 15 (A) (2) (b) (Modification and Cessation of Calculation of an Index) and numerated as "(ii)" so that the current Condition 15 (A) (2) (b) (ii) shall be numerated as Condition 15 (A) (2) (b) (iii):

"The Calculation Agent shall determine whether such Index Modification has a diluting or concentrative effect on the value of the Index and, if so, will (i) make the corresponding adjustment, if any, to any one or more of the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the terms of these Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for that diluting or concentrative effect and (ii) determine the effective date of that adjustment. The Calculation Agent may, but need not, determine the appropriate adjustment by reference to the adjustment in respect of such Index Adjustment Event made by an options exchange to options on the Index traded on that options exchange; or"

and the new Condition 15 (A) (2) (b) (iii) shall be replaced by the following:

"cancel the Warrants by giving notice to Holders in accordance with Condition 10. If the Warrants are so cancelled the Issuer will pay an amount to each Holder in respect of each Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, held by him which amount shall be the fair market value of a Warrant or a Unit, as the case may be, taking into account the Index Adjustment Event, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders in accordance with Condition 10.".

39. Listing: Application has been made for each Series of Warrants to be listed on the SeDeX of Borsa Italiana S.p.A.

40. Additional Selling Restrictions: Not Applicable

41. Syndication: Not Applicable

42. Additional or Alternative Clearing System:

All the transactions of each Series of Warrants negotiated on the SeDeX of Borsa Italiana S.p.A. will be settled in Monte Titoli.

43. Notice provisions (other than as set out in Condition 10):

All notices to the Holders shall be valid if published by Borsa Italiana S.p.A.. All notices to the Holders shall also be published by the Calculation Agent on the website xxx.xxxxxxxxxx.xx. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A..

44. Governing law of the Securities: Italian law

A.2 PROVISIONS RELATING TO WARRANTS

45. Type of Warrants: (i) The Warrants are American Style Warrants.

(ii) The Warrants are Call Warrants and Put Warrants. See Annex I in relation to each Series of Warrants.

(iii) Automatic Exercise applies.

46. Units: Warrants must be exercised in Units. Each Unit consists of 100 Warrants.

47. Issue price per Unit: See Annex I in relation to each Series of Warrants.

48. Exercise Price: See Annex I in relation to each Series of Warrants.

49. Exercise Date: Not Applicable

50. Exercise Period: The exercise period in respect of the Warrants is from and including the Issue Date to and including one Exercise Business Day immediately preceding the Maturity Date (10.00 a.m. Milan Time).

51. Settlement Date: The fifth Business Day following the Valuation Date.

52. Minimum Exercise Number: 1 Unit

53. Maximum Exercise Number: Not Applicable

PART B - OTHER INFORMATION

B.1 DISTRIBUTION:

54. If syndicated, names and addresses of Managers and underwriting commitments:

Not Applicable

55. Date of [Subscription] Agreement: Not Applicable

56. Stabilising Manager (if any): Not Applicable

57. If non-syndicated, name and address of Manager:

The Warrants of each Series shall be available for trading on Borsa Italiana S.p.A. once the Warrants have been admitted to trading by such exchange.

58. Total commission and concession: Not Applicable

59. Condition of the offer: Not Applicable

B.2 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES:

60. (i) Reasons for the offer: See “Use of Proceeds” in the Prospectus.

61. (ii) Estimated net proceeds: Not Applicable

62. (iii) Estimated total expenses: Not Applicable

B.3 OPERATIONAL INFORMATION:

63. ISIN Code: See Annex I in relation to each Series of Warrants. Each Series of Warrants is also identified by the ET Code, as specified in Annex I.

64. Common Code: Not Applicable

65. Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

The Warrants are held through Monte Titoli in dematerialised form pursuant to Italian Legislative Decree no.213 of 24 June 1998, as subsequently amended and integrated. The Warrants of each Series will at all times be in book-entry form and title to Warrants will be evidenced by book entry in accordance with the provisions of the Italian Legislative Decree no. 213 of 24 June 1998, as subsequently amended and integrated. No physical document of title will be issued in respect of any Series of Warrants.

66. Delivery: Delivery free of payment. The Warrants of each Series shall, in the first instance, be credited to the account of the Issuer with Xxxxx Xxxxxx. Payment is not made in favour of the Issuer contemporaneously with the crediting of Warrants to its account with Monte Titoli.

Annex II Information about the Indices

1. NASDAQ100 Index

1.1 Composition

The composition of the Index is available on the website xxx.xxxxxx.xxx .

As of 13 September 2006 the basket of shares composing the Index is the following:

Name	Symbol
ACTIVISION INC NEW	ATVI
ADOBE SYS INC	ADBE
AKAMAI TECHNOLOGIES INC	AKAM
ALTERA CORP	ALTR
AMAZON COM INC	AMZN
AMERICAN PWR CONVERSION CORP	APCC
AMGEN INC	AMGN
AMYLIN PHARMACEUTICALS INC	AMLN
APOLLO GROUP INC	APOL
APPLE COMPUTER INC	AAPL
APPLIED MATLS INC	AMAT
ATI TECHNOLGIES INC	ATYT
AUTODESK INC	ADSK
BEA SYS INC	BEAS
BED BATH & BEYOND INC	BBBY
BIOGEN IDEC INC	BIIB
BIOMET INC	BMET
BROADCOM CORP	BRCM
C D W CORP	CDWC
C H XXXXXXXX WORLDWIDE INC	CHRW
CADENCE DESIGN SYSTEM INC	CDNS
CELGENE CORP	CELG
CHECK POINT SOFTWARE TECH LT	CHKP
CHECKFREE CORP NEW	CKFR
CINTAS CORP	CTAS
CISCO SYS INC	CSCO
CITRIX SYS INC	CTXS
COGNIZANT TECHNOLOGY SOLUTIO	CTSH
COMCAST CORP NEW	CMCSA
COMVERSE TECHNOLOGY INC	CMVT
COSTCO WHSL CORP NEW	COST
DELL INC	DELL
DENTSPLY INTL INC NEW	XRAY
DISCOVERY HOLDING CO	DISCA
EBAY INC	EBAY.OQ
ECHOSTAR COMMUNICATIONS NEW	DISH
ELECTRONIC ARTS INC	ERTS
ERICSSON L M TEL CO	ERICY
EXPEDIA INC DEL	EXPE
EXPEDITORS INTL WASH INC	EXPD

EXPRESS SCRIPTS INC	ESRX
FASTENAL CO	FAST
FISERV INC	FISV
FLEXTRONICS INTL LTD	FLEX
GARMIN LTD	GRMN
GENZYME CORP	GENZ
GILEAD SCIENCES INC	GILD
GOOGLE INC	GOOG
IAC INTERACTIVECORP	IACI
INTEL CORP	INTC
INTUIT	INTU
INTUITIVE SURGICAL INC	ISRG
JDS UNIPHASE CORP	JDSU
JOY GLOBAL INC	JOYG
JUNIPER NETWORKS INC	JNPR
XXX-XXXXXX XXXX	XXXX
LAM RESEARCH CORP	LRCX
XXXXX ADVERTISING CO	LAMR
LIBERTY GLOBAL INC	LBTYA
LINCARE HLDGS INC	LNCR
LINEAR TECHNOLOGY CORP	LLTC
MARVELL TECHNOLOGY GROUP LTD	MRVL
MAXIM INTEGRATED PRODS INC	MXIM
MEDIMMUNE INC	MEDI
MICROCHIP TECHNOLOGY INC	MCHP
MICROSOFT CORP	MSFT
MONSTER WORLDWIDE INC	MNST
MILLICOM INTL	MICC
NETWORK APPLIANCE INC	NTAP
NII HLDGS INC	NIHD
NTL INC DEL	NTLI
NVIDIA CORP	NVDA
ORACLE CORP	ORCL
PACCAR INC	PCAR
XXXXXXXXX COMPANIES INC	PDCO
XXXXXXXXX UTI ENERGY INC	PTEN
PAYCHEX INC	PAYX
PETSMART INC	PETM
QUALCOMM INC	QCOM
RED HAT INC	RHAT
RESEARCH IN MOTION LTD	RIMM
XXXX STORES INC	ROST
SANDISK CORP	SNDK
SEARS HLDGS CORP	SHLD
SEPRACOR INC	SEPR
SIGMA XXXXXXX CORP	SIAL
SIRIUS SATELLITE RADIO INC	XXXX
XXXXXXX INC	SPLS
STARBUCKS CORP	SBUX
SUN MICROSYSTEMS INC	SUNW

SYMANTEC CORP	SYMC
TELLABS INC	TLAB
TEVA PHARMACEUTICAL INDS LTD	TEVA
URBAN OUTFITTERS INC	URBN
VERISIGN INC	VRSN
WHOLE FOODS MKT INC	WFMI
XXXX RESORTS LTD	XXXX
XILINX INC	XLNX
XM SATELLITE RADIO HLDGS INC	XMSR
YAHOO INC	YHOO

1.2 Product information

The NASDAQ-100 Index includes 100 of the largest domestic and international non-financial securities listed on The NASDAQ Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. It does not contain securities of financial companies including investment companies.

Launched in January 1985, the NASDAQ-100 Index represents the largest non-financial domestic and international securities listed on The NASDAQ Stock Market based on market capitalization. The NASDAQ-100 Index is calculated under a modified capitalization-weighted methodology. The methodology is expected to retain in general the economic attributes of capitalization-weighting while providing enhanced diversification. To accomplish this, NASDAQ will review the composition of the NASDAQ-100 Index on a quarterly basis and adjust the weightings of Index components using a proprietary algorithm, if certain pre-established weight distribution requirements are not met.

1.3 Price dissemination

The Index is calculated by Nasdaq Stock Market Inc. on any Business Day and the values are published on the Nasdaq Stock Market website (xxx.xxxxxx.xxx), on the main info-provider systems such as Reuters (at the page:.NDX), on the most accredited financial newspapers (IlSole24Ore, MF) and on the Calculation Agent website xxx.xxxxxxxxxx.xxx and may be requested on any Business Day by calling: 000.00.00.00 (call free).

Historical prices and volatility of the Index will be available on the website xxx.xxxxxxxxxx.xxx in connection with each Security issued under these Final Terms.

1.4 Disclaimer

The Product is not sponsored, endorsed, sold or promoted by The Nasdaq Stock Market, Inc.(including its affiliates) (Nasdaq, with its affiliates, are referred to as the Corporations). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Product(s). The Corporations make no representation or warranty, express or implied to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly, or the ability of the Nasdaq-100 Index® to track general stock market performance. The Corporations' only relationship to UniCredito Italiano is in the licensing of the Nasdaq-100®, Nasdaq-100 Index®, and Nasdaq® trademarks or service marks, and certain trade names of the Corporations and the use of the Nasdaq-100 Index® which is determined, composed and calculated by Nasdaq without regard to Licensee or the Product. Nasdaq has no obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the Nasdaq-100 Index®. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product to be issued or in the determination or calculation of the equation by which the Product is to be

converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Product.

The Corporations do not guarantee the accuracy and/or uninterrupted calculation of the Nasdaq-100 index® or any data included therein. The Corporations make no warranty, express or implied, as to results to be obtained by Licensee, owners of the product, or any other person or entity from the use of the Nasdaq-100 Index® or any data included therein. The Corporations make no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Nasdaq-100 Index® or any data included therein. Without limiting any of the foregoing, in no event shall the Corporations have any liability for any lost profits or special, incidental, punitive, indirect, or consequential damages, even if notified of the possibility of such damages.

2. NIKKEI225 Index

2.1 Composition

The composition of the Index is available on the website xxx.xxx.xxxxxx.xx.xx .

As of 13 September 2006 the basket of shares composing the Index is the following:

Stock Code	Company Name
6857.T	ADVANTEST
8267.T	AEON
9202.T	ALL NIPPON AIR
6770.T	ALPS ELECTRIC
2502.T	ASAHI BREW
3407.T	ASAHI KASEI
2802.T	Ajinomoto
5201.T	Asahi Glass
4503.T	Astellas Pharma
5108.T	BRIDGESTONE
8332.T	Bank Of Yokohama
7751.T	CANON
6952.T	CASIO COMPUTER
4519.T	XXXXXX XXXXX
0000.X	CLARION
1721.T	COMSYS Holdings
9737.T	CSK HLDG
8331.T	Chiba Bank
6366.T	Chiyoda
9502.T	Chubu Elec Pwr
7762.T	Citizen Watch
8253.T	Credit Saison
7912.T	DAI NIP PRINT
4568.X	XXXXXXX XXXXXX
6367.T	DAIKIN INDS

Stock Code	Company Name
4506.T	Dainpn Sumi Phar
8601.T	Daiwa Sec Group
4061.T	Denki Kagaku
6361.T	EBARA
9020.T	East Japan Ry
4523.T	Eisai
6954.T	FANUC
6504.T	FUJI ELECTRIC HD
6702.T	FUJITSU
5715.T	FURUKAWA
9983.T	Fast Retailing
7270.T	Fuji Heavy Inds
4901.T	Fuji Photo Film
5803.X	Xxxxxxxx
5801.T	Furukawa Elec
6674.T	GS Yuasa Corp
8803.T	HEIWA R EST
3865.X	XXXXXXXX PAPER
7267.T	HONDA MOTOR
7205.T	Hino Motors
6501.T	Hitachi
7004.T	Hitachi Zosen
1605.T	INPEX Holdings
8001.T	ITOCHU
8238.T	Isetan

1925.T	DAIWA HOUSE
6902.T	DENSO
4324.T	DENTSU
5714.T	DOWA MINING
1963.T	JGC
6473.T	JTEKT
9205.T	Japan Airlines
5631.T	Japan Steel Wks
1812.T	KAJIMA
9433.T	KDDI
2801.T	KIKKOMAN
2503.T	KIRIN BREWERY
6301.T	KOMATSU
9766.T	KONAMI
4902.T	KONICA MINOLTA
6326.T	KUBOTA
3405.T	XXXXXXX
0000.X	KYOCERA
4151.T	KYOWA HAKKO
9503.T	Kansai Elec Pwr
4452.T	Kao
7012.T	Kawasaki Heavy
9107.T	Kawasaki Kisen
9008.T	Keio
9009.T	Keisei Elec Ry
5406.T	Kobe Steel
1861.T	Kumagai Gumi
8252.T	MARUI
6508.T	MEIDENSHA
6479.T	MINEBEA
8306.T	MITSUB UFJ FG
7211.T	MITSUBISHI MOTOR
8031.T	XXXXXX & XX
0000.X	MITSUMI ELECTRIC
8002.T	Marubeni
6752.T	Matsushita El In
6991.T	Matsushita El Wk
7261.T	Mazda Motor
2261.T	Meiji Dairies
2202.T	Meiji Seika

7013.T	Ishikawa Heavy
7202.T	Isuzu Motors
2914.T	JAPAN TOBACCO
5411.T	JFE Holdings
8802.T	Mitsubishi Est
7011.T	Mitsubishi Heavy
9301.T	Mitsubishi Logst
5711.T	Mitsubishi Matls
3864.T	Mitsubishi Paper
3404.T	Mitsubishi Xxxxx
0000.X	Mitsui Chemicals
7003.T	Mitsui Eng & Shp
8801.T	Mitsui Fudosan
5706.T	Mitsui Xxx & Sml
9104.T	Mitsui OSK Lines
8752.T	Mitsui Sumit Ins
8309.T	Mitsui Trust Hld
2779.X	Xxxxxxxxxx
8411.T	Mizuho Fincl Grp
8404.T	Mizuho Trst & Bk
6701.T	NEC
5333.T	NGK INSULATORS
2871.T	NICHIREI
7731.T	NIKON
9062.T	NIPPON EXPRESS
4272.T	NIPPON KAYAKU
2282.T	NIPPON MEAT PACK
5016.T	NIPPON MNING HLD
5001.T	NIPPON OIL
5401.T	NIPPON STEEL
7201.T	NISSAN MOTOR
2002.T	NISSHIN GROUP
3105.T	XXXXXXXXX XXXX
0000.X	NITTO BOSEKI
6471.T	NSK
6472.T	NTN
9432.T	NTT
9613.T	NTT DATA
9437.T	NTT DoCoMo
9101.T	NYK Line

8766.X	Xxxxxx Holdings
4188.T	Mitsub Chem Hldg
8058.T	Mitsubishi
6503.T	Mitsubishi Elec
5202.T	Nippon Sheet Gls
4041.T	Nippon Soda
1332.T	Nippon Suisan
4021.T	Nissan Chemical
2602.T	Nisshin OilliO
8604.T	Nomura Holdings
1802.X	XXXXXXXX
3861.T	OJI PAPER
6103.T	OKUMA Hldg
9532.T	OSAKA GAS
9007.T	Odakyu Elec Ry
6703.T	Oki Elec Ind
7733.T	Olympus
6773.T	PIONEER
7752.T	RICOH
8308.T	Resona Holdings
6764.T	SANYO ELECTRIC
2501.T	SAPPORO HOLDINGS
9735.T	SECOM
1803.T	SHIMIZU
8355.T	SHIZUOKA BANK
5002.T	SHOWA SHELL SEKI
4795.T	SKY Perfect Comm
8316.T	SMFG
9984.T	SOFTBANK
6758.T	SONY
8053.T	SUMITOMO
4005.T	SUMITOMO CHEM
6302.T	SUMITOMO HEAVY
7269.T	SUZUKI MOTOR
1928.T	Sekisui House
3382.T	Seven & I Hldg
6753.T	Sharp
4063.T	Shin-Etsu Chem
8606.T	Shinko Secs
8303.T	Shinsei Bank

8603.T	Nikko Cordial
2001.T	Xxxxxx Xxx Xxxxx
0000.X	Nippon Lt Metal
3893.T	Nippon Paper Grp
8755.T	Sompo Japan Ins
5802.T	Sumitomo Ele Ind
5405.T	Sumitomo Metal
5713.T	Sumitomo Mtl Min
5232.T	Sumitomo Osk Cmt
8830.T	Sumitomo Rty Dev
8403.T	Sumitomo Tst Bkg
8795.T	T&D Holdings
5233.T	TAIHEIYO CEMENT
1801.T	TAISEI
2531.T	TAKARA HOLDINGS
6762.T	TDK
3401.T	TEIJIN
4543.T	TERUMO
4045.T	TOAGOSEI
9001.T	TOBU RAILWAY
9605.T	TOEI
0000.X	XXXXX XXXXXX
0000.X	XXXXX DOME
9531.T	TOKYO GAS
9005.T	TOKYU
7911.T	TOPPAN PRINTING
7231.T	TOPY INDS
3402.T	TORAY INDUSTRIES
6502.T	TOSHIBA
4042.T	TOSOH
5332.T	TOTO
5901.T	TOYO SEIKAN
3101.T	TOYOBO
8015.T	TOYOTA XXXXXX
0000.X	Xxxxx Xxxxx
8233.X	Xxxxxxxxxxx
4502.T	Takeda Pharm
5707.T	Toho Zinc
9501.T	Tokyo Elec Power
8035.T	Tokyo Electron

4507.T	Xxxxxxxx & Xx
0000.X	Shiseido
4004.T	Showa Denko
2768.T	Sojitz
4208.T	Ube Industries
9021.T	West Jp Railway
7951.T	YAMAHA
6841.T	YOKOGAWA ELECTRC

7203.T	Toyota Motor
4704.T	Trend Micro
8583.T	UFJ NICOS
3103.T	UNITIKA
4689.T	Yahoo Japan
9064.T	Yamato Holdings
5101.T	Yokohama Rubber

2.2 Product Information

The Nikkei Stock Average is Japan's most widely watched index of stock market activity and has been calculated continuously since September 7, 1950.

The current calculation method, called the Dow Xxxxx method, has been used since 1950. The 225 components of the Nikkei Stock Average are among the most actively traded issues on the first section of the TSE. The index reflects the ex-rights-adjusted average stock price.

Since the Nikkei Stock Average is expected to represent the performance of stocks on the first section -

- and by extension the market in general - the mix of components has been rebalanced from time to time to assure that all issues in the index are both highly liquid and representative of Japan's industrial structure.

2.3 Price dissemination

The Index is calculated by Nihon Keizai Shimbun Inc. on any Business Day and the values are published on the Nihon Keizai Shimbun website (xxx.xxx.xxxxxx.xx.xx), on the main info-provider systems such as Reuters (at the page:.N225), on the most accredited financial newspapers (IlSole24Ore, MF) and on the Calculation Agent website xxx.xxxxxxxxxx.xxx and may be requested on any Business Day by calling: 000.00.00.00 (call free).

Historical prices and volatility of the Index will be available on the website xxx.xxxxxxxxxx.xxx in

connection with each Security issued under these Final Terms.

3. S&P/MIB Index

3.1 Composition

The composition of the Index is available on the website xxx.xxxxxxxxxxxxxxxx.xxx. As of 13 September 2006 the basket of shares composing the Index is the following:

ISIN	Stock Name	Stock Ticker
IT0001233417	AEM SPA	AEM
IT0003918577	Alitalia	AZA
IT0000078193	Alleanza Assicurazioni	AL
IT0000062072	Assicurazioni Generali SpA	G
IT0001137345	Autogrill SpA	AGL
IT0003506190	Autostrade SpA	AUTO
IT0000082963	Banca Fideuram SpA	BFI
IT0000072618	Banca Intesa Spa	BIN
IT0001334587	Banca Monte dei Paschi di Siena SpA	BMPS
IT0000064482	Banca Popolare di Milano Scrl	PMI
IT0003487029	Banche Popolari Unite Scrl	BPU
IT0003262513	Banco Popolare di Verona e Novara	BPVN
IT0001119087	Bulgari SpA	BUL

IT0003121495	Capitalia SpA	CAP
IT0003128367	Enel SpA	ENEL
IT0003132476	ENI SpA	ENI
IT0001423562	Fastweb	FWB
IT0001976403	FIAT Spa	F
IT0003856405	Finmeccanica SpA	FNC
IT0001463071	Fondiaria SAI	FSA
IT0001398541	Gruppo Editoriale L'Espresso SpA	ES
IT0001465159	Italcementi SpA	IT
IT0003990402	Lottomatica SpA	LTO
IT0001479374	Luxottica SPA	LUX
IT0001063210	Mediaset SpA	MS
IT0000062957	Mediobanca SpA	MB
IT0001279501	Mediolanum SpA	MED
IT0001469383	Mondadori (Xxxxxxx) Editore SpA	MN
IT0003826473	Parmalat SpA	PLT
IT0000072725	Pirelli & C. SPA	PC
IT0000062825	RAS - Rinunione Adriatica di Sicurta SpA	R
IT0000068525	Saipem SPA	SPM
IT0001269361	San Paolo-IMI SpA	SPI
IT0003479638	Seat Pagine Gialle SPA	PG
IT0003153415	Snam Rete Gas	SRG
NL0000226223	ST Microelectronics NV (Italy)	STM
IT0003497168	Telecom Italia SPA	TIT
LU0156801721	Tenaris	TEN
IT0003242622	Terna SPA	TRN
IT0000064854	UniCredito Italiano SpA	UC

3.2 Product information

The S&P/MIB, developed by Standard & Poor's and Borsa Italiana, is the benchmark index for the Italian equity markets. Capturing approximately 80% of the domestic market capitalisation and free float, the index is comprised of highly liquid, leading companies across leading economic sectors in Italy.

The index constituent count is currently 40 stocks. The number of S&P/MIB constituents is not fixed. The S&P/MIB Index Committee, composed of members from Borsa Italiana and Standard & Poor’s, is responsible for selecting the constituent companies and monitoring the ongoing composition of the index.

Companies themselves play no role in the selection process and are not consulted regarding their inclusion in any index. The S&P/MIB Index Committee reserves the right to change the number of constituents in the S&P/MIB Index after due analysis and consideration and with ample notice to the market.

3.3 Price dissemination

The Index is calculated by Standard and Poor’s Corp. on any Business Day and the values are published on the Standard and Poor’s website (xxx.xxxxxxxxxxxxxxxx.xxx), on the main info-provider systems such as Reuters (at the page: .SPMIB), on the most accredited financial newspapers (IlSole24Ore, MF) and on the Calculation Agent website xxx.xxxxxxxxxx.xxx and may be requested on any Business Day by calling: 000.00.00.00 (call free).

Historical prices and volatility of the Index will be available on the website xxx.xxxxxxxxxx.xxx in connection with each Security issued under these Final Terms.

3.4 Disclaimer

The Product is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Xxxx Companies, Inc. (“S&P®”) or Borsa Italiana S.p.A. (“BIt”). S&P and BIt make no representation, condition or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P/MIB to track general stock market performance. S&P’s only relationship to Licensee is the licensing of certain trademarks and trade names of S&P and the BIt and/or of the S&P/MIB which is determined, composed and calculated by S&P without regard to Licensee or the Product. S&P and BIt have no obligation to take the needs of Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P/MIB. S&P and BIt are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product to be issued or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P and BIt have no obligation or liability in connection with the administration, marketing or trading of the Product.

S&P AND BIt SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE S&P INDEXES FROM SOURCES THAT S&P CONSIDERS RELIABLE, BUT S&P AND BIt ACCEPT NO RESPONSIBILITY FOR, AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P AND BIt DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDEXES OR ANY DATA INCLUDED THEREIN. S&P AND BIt MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY FROM THE USE OF THE S&P INDEXES OR ANY DATA INCLUDED THEREIN. S&P AND BIt MAKE NO EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES IMPLIED BY STATUTE, GENERAL LAW OR CUSTOM WITH RESPECT TO THE S&P INDEXES OR ANY DATE INCLUDED THEREIN EXCEPT ANY IMPLIED CONDITION OR WARRANTY THE EXCLUSION OF WHICH WOULD CONTRAVENE ANY STATUTE OR CAUSE ANY PART OF THIS SECTION TO BE VOID.

4. S&P500 Index

4.1 Composition

The composition of the Index is available on the website xxx.xxxxxxxxxxxxxxxx.xxx. As of 13 September 2006 the basket of shares composing the Index is the following:

Stock Code	Company Name
MMM	3M Company
ACE	ACE Limited
ADCT	ADC Telecommunications
AES	AES Corp.
AFL	AFLAC Inc.
AT	ALLTEL Corp.
T	AT&T Inc.
ABT	Xxxxxx Labs
ADBE	Adobe Systems
AMD	Advanced Micro Devices
AET	Aetna Inc.
ACS	Affiliated Computer
A	Agilent Technologies
APD	Air Products & Chemicals
ACV	Xxxxxxx-Xxxxxx
AA	Alcoa Inc
AYE	Allegheny Energy

Stock Code	Company Name
AGN	Allergan, Inc.
AW	Allied Waste Industries
ALL	Allstate Corp.
ALTR	Altera Corp.
MO	Altria Group, Inc.
ASO	AmSouth Bancorporation
AMZN	Amazon Corp.
ABK	Ambac Financial Group
AEE	Ameren Corporation
AEP	American Electric Power
AXP	American Express
AIG	American Int'l. Group
APCC	American Power Conversion
ASD	American Standard
AMP	Ameriprise Financial, Inc.
ABC	AmerisourceBergen Corp.
AMGN	Amgen

ATI	Allegheny Technologies Inc
ADI	Analog Devices
ANDW	Xxxxxx Corp.
XXX	Xxxxxxxx-Xxxxx
AOC	Aon Corp.
APA	Apache Corp.
AIV	Apartment Investment & Mgmt'A'
APOL	Apollo Group
AAPL	Apple Computer
ABI	Applera Corp-Applied Biosystems Group
AMAT	Applied Materials
ADM	Xxxxxx-Xxxxxxx-Midland
ASN	Archstone-Xxxxx Trust
ASH	Xxxxxxx Inc.
AN	AutoNation, Inc.
AZO	AutoZone Inc.
ADSK	Autodesk, Inc.
ADP	Automatic Data Processing Inc.
AV	Avaya Inc.
XXX	Xxxxx Xxxxxxxx Corp.
AVP	Avon Products
BBT	BB&T Corporation
BIIB	BIOGEN IDEC Inc.
BJS	BJ Services
BMC	BMC Software
BHI	Xxxxx Xxxxxx
BLL	Ball Corp.
BAC	Bank of America Corp.
BK	Bank of New York
BCR	Bard (C.R.) Inc.
BRL	Xxxx Pharmaceuticals, Inc.
BOL	Bausch & Lomb
BAX	Xxxxxx International Inc.
BSC	Bear Xxxxxxx Cos.
BDX	Becton, Xxxxxxxxx
BBBY	Bed Bath & Beyond
BLS	BellSouth
BMS	Bemis Company
BBY	Best Buy Co., Inc.
BLI	Big Lots, Inc.
BMET	Biomet, Inc.
BDK	Black & Decker Corp.
HRB	Block H&R
BA	Boeing Company
BXP	Boston Properties
BSX	Boston Scientific
BMY	Bristol-Xxxxx Squibb
BRCM	Broadcom Corporation
BF.X	Xxxxx-Xxxxxx Corp.
BC	Brunswick Corp.

APC	Xxxxxxxx Petroleum
BNI	Burlington Northern Santa Fe C
CA	CA, Inc.
CBS	CBS Corp.
CI	CIGNA Corp.
CIT	CIT Group
CMS	CMS Energy
CSX	CSX Corp.
CVS	CVS Corp.
CPB	Xxxxxxxx Soup
COF	Capital One Financial
CAH	Cardinal Health, Inc.
CMX	Caremark Rx
CCL	Carnival Corp.
CAT	Caterpillar Inc.
CD	Cendant Corporation
CNP	CenterPoint Energy
CTX	Centex Corp.
CTL	Century Telephone
SCHW	Xxxxxxx Xxxxxx
CHK	Chesapeake Energy
CVX	Chevron Corp.
CB	Chubb Corp.
CIEN	Ciena Corp.
CINF	Cincinnati Financial
CTAS	Cintas Corporation
CC	Circuit City Group
CSCO	Cisco Systems
C	Citigroup Inc.
CZN	Citizens Communications
CTXS	Citrix Systems
CCU	Clear Channel Communications
CLX	Clorox Co.
COH	Coach, Inc.
KO	Coca Cola Co.
CCE	Coca-Cola Enterprises
CL	Colgate-Palmolive
CMCSA	Comcast Corp.
CMA	Xxxxxxxx Inc.
CBH	Commerce Bancorp
CBSS	Compass Bancshares
CSC	Computer Sciences Corp.
CPWR	Compuware Corp.
CMVT	Comverse Technology
CAG	ConAgra Foods, Inc.
COP	ConocoPhillips
ED	Consolidated Edison
STZ	Constellation Brands
CEG	Constellation Energy Group
CVG	Convergys Corp.

CBE	Cooper Industries, Ltd.
CTB	Cooper Tire & Rubber
GLW	Corning Inc.
COST	Costco Co.
CFC	Countrywide Financial Corp.
CVH	Coventry Health Care Inc.
CMI	Cummins Inc.
DHI	D.R. Xxxxxx
DTE	DTE Energy Co.
DHR	Xxxxxxx Corp.
DRI	Xxxxxx Restaurants
DF	Xxxx Foods
DE	Deere & Co.
DELL	Dell Inc.
DVN	Devon Energy Corp.
DDS	Xxxxxxx Inc.
DG	Dollar General
D	Dominion Resources
RRD	Donnelley (R.R.) & Sons
DOV	Dover Corp.
DOW	Dow Chemical
DJ	Dow Xxxxx & Co.
DD	Du Pont (E.I.)
XXX	Xxxx Energy
DYN	Dynegy Inc. (New) Class A
ET	E*Trade Financial Corp.
EMC	EMC Corp.
EOG	EOG Resources
EMN	Xxxxxxx Chemical
EK	Xxxxxxx Kodak
ETN	Xxxxx Corp.
ECL	Ecolab Inc.
EIX	Edison Int'l
EP	El Paso Corp.
ERTS	Electronic Arts
EDS	Electronic Data Systems
EQ	Embarq Corporation
EMR	Xxxxxxx Electric
ETR	Xxxxxxx Corp.
EFX	Equifax Inc.
EOP	Equity Office Properties
EQR	Equity Residential
EL	Xxxxx Xxxxxx Cos.
EXC	Exelon Corp.
ESRX	Express Scripts
XOM	Exxon Mobil Corp.
FISV	FIserv Inc.
FPL	FPL Group
FDO	Family Dollar Stores
FNM	Fannie Mae
FDX	FedEx Corporation

FRE	Federal Home Loan Mtg.
FD	Federated Dept. Stores
FII	Federated Investors Inc.
FITB	Fifth Third Bancorp
FDC	First Data
FHN	First Horizon National
FE	FirstEnergy Corp.
FSH	Xxxxxx Scientific
FLR	Fluor Corp. (New)
F	Ford Motor
FRX	Forest Laboratories
FO	Fortune Brands, Inc.
XXX	Xxxxxxxx Resources
FCX	Freeport-McMoran Cp & Gld
FSL.B	Freescale Semiconductor Inc.
GCI	Xxxxxxx Co.
GPS	Gap (The)
GTW	Gateway Inc.
GD	General Dynamics
GE	General Electric
GIS	General Xxxxx
GM	General Motors
GPC	Genuine Parts
GNW	Genworth Financial Inc.
GENZ	Genzyme Corp.
GILD	Gilead Sciences
GDW	Golden West Financial
GS	Goldman Sachs Group
GR	Goodrich Corporation
GT	Goodyear Tire & Rubber
GOOG	Google Inc.
GWW	Xxxxxxxx (W.W.) Inc.
HCA	HCA Inc.
XXX	Xxxxxxxxxxx Co.
HDI	Harley-Davidson
HAR	Harman Int'l Industries
HET	Harrah's Entertainment
HIG	Hartford Financial Xxx.Xx.
HAS	Hasbro Inc.
HMA	Health Management Assoc.
XXX	Xxxxx (H.J.)
HPC	Hercules, Inc.
HES	Xxxx Corporation
HPQ	Hewlett-Packard
HLT	Hilton Hotels
HD	Home Depot
HON	Honeywell Int'l Inc.
HSP	Hospira Inc.
HUM	Humana Inc.
HBAN	Xxxxxxxxxx Bancshares
RX	IMS Health Inc.

ITT	ITT Industries, Inc.
ITW	Illinois Tool Works
IR	Ingersoll-Rand Co. Ltd.
INTC	Intel Corp.
IBM	International Bus. Machines
IFF	International Flav/Frag
IGT	International Game Technology
IP	International Paper
IPG	Interpublic Group
INTU	Intuit, Inc.
JDSU	JDS Uniphase Corp
JPM	JPMorgan Chase & Co.
JBL	Jabil Circuit
JNS	Janus Capital Group
JNJ	Xxxxxxx & Xxxxxxx
JCI	Xxxxxxx Controls
XXX	Xxxxx Apparel Group
JNPR	Juniper Networks
KBH	KB Home
KLAC	KLA-Tencor Corp.
X	Xxxxxxx Co.
KMG	Xxxx-McGee
KEY	KeyCorp
KSE	Keyspan Energy
KMB	Xxxxxxxx-Xxxxx
XXX	Xxxxx Xxxxxx
KMI	Kinder Morgan
KG	King Pharmaceuticals
KRI	Knight-Ridder Inc.
KSS	Kohl's Corp.
KR	Kroger Co.
LLL	L-3 Communications Holdings
LSI	LSI Logic
LH	Laboratory Corp. of America Holding
LM	Legg Xxxxx
LEG	Xxxxxxx & Xxxxx
LEH	Xxxxxx Bros.
LEN	Lennar Corp.
LXK	Lexmark Int'l Inc
LLY	Lilly (Eli) & Co.
LTD	Limited Brands, Inc.
LNC	Xxxxxxx National
LLTC	Linear Technology Corp.
XXX	Xxx Xxxxxxxxx, Inc.
LMT	Xxxxxxxx Xxxxxx Corp.
LTR	Loews Corp.
LPX	Louisiana Pacific
LOW	Lowe's Cos.
LU	Lucent Technologies
NWS.A	News Corporation

MTB	M&T Bank Corp.
MBI	MBIA Inc.
MTG	MGIC Investment
HCR	Manor Care Inc.
MRO	Marathon Oil Corp.
MAR	Marriott Int'l.
MMC	Xxxxx & McLennan
MI	Xxxxxxxx & Xxxxxx Corp.
MAS	Masco Corp.
MAT	Mattel, Inc.
MXIM	Maxim Integrated Prod
MKC	McCormick & Co.
MCD	McDonald's Corp.
MHP	McGraw-Xxxx
MCK	McKesson Corp. (New)
MWV	MeadWestvaco Corporation
MEDI	MedImmune Inc.
MHS	Medco Health Solutions Inc.
MDT	Medtronic Inc.
XXX	Xxxxxx Bank Corp.
MRK	Merck & Co.
MDP	Meredith Corp.
MER	Xxxxxxx Xxxxx
MET	MetLife Inc.
MU	Micron Technology
MSFT	Microsoft Corp.
MIL	Millipore Corp.
MOLX	Molex Inc.
TAP	Xxxxxx Coors Brewing Company
MON	Monsanto Co.
MNST	Monster Worldwide
MCO	Moody's Corp
MS	Xxxxxx Xxxxxxx
MOT	Motorola Inc.
MUR	Xxxxxx Oil
MYL	Mylan Laboratories
NCR	NCR Corp.
GAS	NICOR Inc.
NKE	NIKE Inc.
NVDA	NVIDIA Corp.
NBR	Nabors Industries Ltd.
NCC	National City Corp.
NOV	National Oilwell Varco, Inc.
NSM	National Semiconductor
NAV	Navistar International Corp.
NTAP	Network Appliance
NYT	New York Times Cl. A
NWL	Xxxxxx Rubbermaid Co.
NEM	Newmont Mining Corp.(Hldg. C)
Q	Qwest Communications Int

NI	NiSource Inc.
NE	Noble Corporation
JWN	Nordstrom
NSC	Norfolk Southern Corp.
NFB	North Fork Bancorporation
NTRS	Northern Trust Corp.
NOC	Northrop Grumman Corp.
NOVL	Novell Inc.
NVLS	Novellus Systems
NUE	Xxxxx Corp.
OXY	Occidental Petroleum
ODP	Office Depot
OMX	OfficeMax Inc.
OMC	Omnicom Group
ORCL	Oracle Corp.
PCAR	PACCAR Inc.
PCG	PG&E Corp.
PMCS	PMC-Sierra Inc.
PNC	PNC Bank Corp.
PPG	PPG Industries
PPL	PPL Corp.
PTV	Pactiv Corp.
PLL	Pall Corp.
PMTC	Parametric Technology
PH	Parker-Hannifin
PDCO	Xxxxxxxxx Cos. Inc.
PAYX	Paychex Inc.
JCP	Xxxxxx (J.C.)
PGL	Peoples Energy
PBG	Pepsi Bottling Group
PEP	PepsiCo Inc.
PKI	PerkinElmer
PFE	Pfizer, Inc.
PD	Xxxxxx Dodge
PNW	Pinnacle West Capital
PBI	Xxxxxx-Bowes
PCL	Plum Creek Timber Co.
PX	Praxair, Inc.
PFG	Principal Financial Group
PLD	ProLogis
PG	Procter & Gamble
PGN	Progress Energy, Inc.
PGR	Progressive Corp.
PRU	Prudential Financial
PEG	Public Serv. Enterprise Inc.
PSA	Public Storage
PHM	Pulte Homes, Inc.
QLGC	QLogic Corp.
QCOM	QUALCOMM Inc.
DGX	Quest Diagnostics
TJX	TJX Companies Inc.

RSH	RadioShack Corp
RTN	Raytheon Co. (New)
RF	Regions Financial Corp. (New)
RAI	Xxxxxxxx American Inc.
RHI	Xxxxxx Half International
ROK	Xxxxxxxx Automation, Inc.
COL	Xxxxxxxx Xxxxxxx
ROH	Rohm & Xxxx
RDC	Xxxxx Cos.
X	Xxxxx System
SAFC	SAFECO Corp.
SLM	SLM Corporation
TSG	Sabre Holding Corp.
SWY	Safeway Inc.
SNDK	SanDisk Corporation
XXXX	Xxxxxxx-SCI Corp.
SLE	Xxxx Xxx Corp.
SGP	Schering-Plough
SLB	Schlumberger Ltd.
SSP	Scripps (E. W.) 'A'
SEE	Sealed Air Corp.(New)
SHLD	Sears Holdings Corporation
SRE	Sempra Energy
XXX	Xxxxxxx-Xxxxxxxx
SIAL	Sigma-Xxxxxxx
SPG	Xxxxx Property Group, Inc
SNA	Snap-On Inc.
SLR	Solectron
SO	Southern Co.
LUV	Southwest Airlines
SOV	Sovereign Bancorp
S	Sprint Nextel Corp.
STJ	St Jude Medical
STA	St. Xxxx Travelers Cos.
SWK	Xxxxxxx Works
SPLS	Staples Inc.
SBUX	Starbucks Corp.
HOT	Starwood Hotels & Resorts
STT	State Street Corp.
SYK	Xxxxxxx Corp.
SUNW	Sun Microsystems
STI	SunTrust Banks
SUN	Sunoco, Inc.
SVU	Supervalu Inc.
SYMC	Symantec Corp.
SBL	Symbol Technologies
SNV	Synovus Financial
SYY	Sysco Corp.
TROW	X. Xxxx Price Group
TE	TECO Energy
WMB	Xxxxxxxx Cos.

TXU	TXU Corp.
TGT	Target Corp.
TEK	Tektronix Inc.
TLAB	Tellabs, Inc.
TIN	Temple-Inland
THC	Tenet Healthcare Corp.
TER	Xxxxxxxx Inc.
TXN	Texas Instruments
TXT	Textron Inc.
HSY	The Xxxxxxx Company
TMO	Thermo Electron
TIF	Tiffany & Co.
TWX	Time Warner Inc.
TMK	Torchmark Corp.
RIG	Transocean Inc.
TRB	Tribune Co.
TYC	Tyco International
TSN	Xxxxx Foods
USB	U.S. Bancorp
UST	UST Inc.
UNP	Union Pacific
UIS	Unisys Corp.
UNH	United Health Group Inc.
UPS	United Parcel Service
X	United States Steel Corp.
UTX	United Technologies
UVN	Univision Communications
UNM	UnumProvident Corp.
VFC	V.F. Corp.
VLO	Xxxxxx Energy
VRSN	Verisign Inc.
VZ	Verizon Communications
VIA.B	Viacom Inc. (New)
VNO	Vornado Realty Trust
VMC	Vulcan Materials
WB	Wachovia Corp. (New)
WMT	Wal-Mart Stores
WAG	Walgreen Co.
DIS	Xxxx Xxxxxx Co.
WM	Washington Mutual
WMI	Waste Management Inc.
WAT	Waters Corporation
WPI	Xxxxxx Pharmaceuticals
WFT	Xxxxxxxxxxx International Ltd.
WLP	WellPoint Inc.
WFC	Xxxxx Xxxxx
XXX	Xxxxx'x International
WY	Weyerhaeuser Corp.
WHR	Whirlpool Corp.
WFMI	Whole Foods Market

XXX	Xxxxxxx (Xx) Xx.
WYE	Wyeth
XL	XL Capital
XTO	XTO Energy Inc.
XEL	Xcel Energy Inc
XRX	Xerox Corp.
XLNX	Xilinx, Inc
YHOO	Yahoo Inc.
YUM	Yum! Brands, Inc
ZMH	Zimmer Holdings
ZION	Zions Bancorp

4.2 Product information

Widely regarded as the best single gauge of the U.S. equities market, the S&P 500 index includes 500 leading companies in leading industries of the U.S. economy. Although the S&P 500 focuses on the large cap segment of the market, with over 80% coverage of U.S. equities it is also an ideal proxy for the total market.

The S&P 500 is maintained by the S&P Index Committee, a team of Standard & Poor's economists and index analysts, who meet on a regular basis. The goal of the Index Committee is to ensure that the S&P 500 remains a leading indicator of U.S. equities, reflecting the risk and return characteristics of the broader large-cap universe on an on-going basis. The Index Committee also monitors constituent liquidity to ensure efficient portfolio trading, while keeping index turnover to a minimum.

4.3 Price dissemination

The Index is calculated by Standard and Poor’s Corp. on any Business Day and the values are published on the Standard and Poor’s website (xxx.xxxxxxxxxxxxxxxx.xxx), on the main info-provider systems such as Reuters (at the page:.GSPC), on the most accredited financial newspapers (IlSole24Ore, MF) and on the Calculation Agent website xxx.xxxxxxxxxx.xxx and may be requested on any Business Day by calling: 000.00.00.00 (call free).

Historical prices and volatility of the Index will be available on the website xxx.xxxxxxxxxx.xxx in connection with each Security issued under these Final Terms.

4.4 Disclaimer

The Product is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Xxxx Companies, Inc. (“S&P®”). S&P makes no representation, condition or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 to track general stock market performance. S&P’s only relationship to Licensee is the licensing of certain trademarks and trade names of S&P and/or of the S&P 500 which is determined, composed and calculated by S&P without regard to Licensee or the Product. S&P has no obligation to take the needs of Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500. S&P is not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product to be issued or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product.

S&P SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE S&P INDEXES FROM SOURCES THAT S&P CONSIDERS RELIABLE, BUT S&P ACCEPTS NO RESPONSIBILITY FOR, AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDEXES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY FROM THE USE OF THE S&P INDEXES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES IMPLIED BY STATUTE, GENERAL LAW OR CUSTOM WITH RESPECT TO THE S&P INDEXES OR ANY DATE INCLUDED THEREIN EXCEPT ANY IMPLIED CONDITION OR WARRANTY THE EXCLUSION OF WHICH WOULD CONTRAVENE ANY STATUTE OR CAUSE ANY PART OF THIS SECTION TO BE VOID.

Annex III Special conditions

For the purpose of paragraphs 18 and 45(iii) of these Final Terms, the exercise of each Series of Warrants is automatic on the Maturity Date. Any Cash Settlement Amount shall be credited, within five Business Days following the Valuation Date, through the Calculation Agent, to the account of the relevant intermediary in Monte Titoli.

The Calculation Agent and the Issuer shall not apply any charge for the automatic exercise of the Warrants. Other taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties which may arise in connection with the automatic exercise of the Warrants are in charge of the Holder.

(A) Renouncement Right

The Holder has the right to renounce to the exercise of the relevant Warrants held by it (subject as set out below). In this case a duly completed renouncement notice (a Renouncement Notice) must be delivered by facsimile to the Calculation Agent prior to 10.00 a.m. Milan time on the Maturity Date (with respect to Warrants on S&P/MIB Index) or on the first Business Day following the Maturity Date (with respect to Warrants on NASDAQ100 Index, NIKKEI225 Index and S&P500 Index), at the facsimile number set out in the form of Renouncement Notice attached as Annex IV to these Final Terms.

The Holder must deliver the completed Renouncement Notice to his/her intermediary who will be in charge of sending it by facsimile to the Calculation Agent.

The Calculation Agent and the Issuer shall not apply any charge for the renouncement to the exercise of the Warrants.

Other taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties which may arise in connection with the renouncement of any Warrants duties are in charge of the Holder.

In the event that a Holder does not perform its obligations and so deliver, where applicable, a duly completed Renouncement Notice in accordance with the provisions hereof, such Warrants shall be exercised automatically and shall be repaid in the manner set out herein, and the Issuer's obligations in respect of such Warrants shall be discharged and no further liability in respect thereof shall attach to the Issuer.

The number of Warrants specified in the Renouncement Notice must be a multiple of a Unit, otherwise such number of Warrants so specified shall be rounded down to the preceding multiple of Units and the Renouncement Notice shall not be considered valid in respect of the Warrants exceeding such rounded number of Warrants.

The minimum number of Warrants specified in the Renouncement Notice must be equal to one Unit, otherwise the Renouncement Notice shall not be considered valid.

The Calculation Agent will, in its sole and absolute discretion, determine whether the above conditions are satisfactorily met and its determination will be final, conclusive and binding on the Issuer and on the Holders.

The Renouncement Notice is irrevocable.

(B) Exercise Right

The Holder also has the right to exercise the relevant Warrants prior to the Maturity Date. In this case a duly completed voluntary exercise notice (a Voluntary Exercise Notice) must be delivered by facsimile to the Calculation Agent prior to 10.00 a.m. Milan time on any Exercise Business Day during the Exercise Period (the Effective Exercise Date) at the facsimile number set out in the form of Voluntary Exercise Notice attached as Annex V to these Final Terms. The Holder must deliver the completed Voluntary Exercise Notice to its intermediary who will be in charge of transmitting such notice it by facsimile to the Calculation Agent.

If the Voluntary Exercise Notice is delivered after 10.00 a.m. on any Exercise Business Day during the Exercise Period, such Voluntary Exercise Notice will be deemed to have been delivered on the next Exercise Business Day, which Exercise Business Day shall be deemed to be the Effective Exercise Date.

The Warrants specified in the Voluntary Exercise Notice shall be deemed to be validly exercised on the Effective Exercise Date only if, prior to 17.00 p.m. Milan Time of that Effective Exercise Date:

(a) the Warrants specified in the Voluntary Exercise Notice have been credited to the account of 2S Banca, being account nr. 63307 held with Monte Titoli. For this purpose, the Holder must instruct his/her intermediary who will be in charge of requesting the transfer of the Warrants specified accordingly; or

(b) the intermediary has transmitted to the Calculation Agent a confirmation from Monte Titoli declaring that the Warrants specified in the Voluntary Exercise Notice have been transferred to the account of 2S Banca, being account nr. 63307 held with Monte Titoli.

In the event that a Holder does not perform its obligations and so deliver, where applicable, a duly completed Voluntary Exercise Notice in accordance with the provisions hereof, the Voluntary Exercise Notice shall be null and void and the Warrants shall be deemed to be automatically exercised at the Maturity Date (unless previously validly exercised).

If such Voluntary Exercise Notice is subsequently corrected to the satisfaction of the Calculation Agent, it shall be deemed to be a new Voluntary Exercise Notice submitted at the same time such corrected notice is delivered to the Calculation Agent.

Subject as set out above, delivery of a Voluntary Exercise Notice shall constitute an irrevocable election by the relevant Holder to exercise the Warrants specified.

The Calculation Agent and the Issuer shall not apply any charge for the voluntary exercise of the Warrants.

Other taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties arising in connection with the voluntary exercise of any Warrants duties are in charge of the Holder.

The number of Warrants specified in the Voluntary Exercise Notice must be a multiple of a Unit, otherwise such number of Warrants so specified shall be rounded down to the preceding multiple of Units and the Voluntary Exercise Notice shall not be considered valid in respect of the Warrants exceeding such rounded number of Warrants.

The minimum number of Warrants specified in the Voluntary Exercise Notice must be equal to one Unit, otherwise the Voluntary Exercise Notice shall not be considered valid.

The Voluntary Exercise Notice is irrevocable.

Xxxxx XX Renouncement Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: UniCredit Banca Mobiliare S.p.A. Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

Covered warrant su ………… scad. emessi da UniCredito Italiano S.p.A.

L’intermediario

che detiene in custodia i covered warrant per conto della propria clientela

con la presente comunica la volontà di rinuncia all’esercizio dei diritti garantiti dal covered warrant come da indicazione contenuta nel Regolamento dei covered warrant.

Codice ISIN dei covered warrant per i quali rinuncia all’esercizio:

Numero di covered warrant per i quali rinuncia all’esercizio:

Il sottoscritto è consapevole che la dichiarazione di rinuncia all’esercizio non è valida qualora non siano rispettati i requisiti indicati nel Regolamento dei covered warrant. Questo vale anche qualora la dichiarazione non dovesse essere consegnata in tempo utile a UniCredit Banca Mobiliare S.p.A.

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

Annex V Voluntary Exercise Notice

DICHIARAZIONE DI ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: UniCredit Banca Mobiliare S.p.A. Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

covered warrant su ………… scad. emessi da UniCredito Italiano S.p.A.

L’intermediario

che detiene in custodia i covered warrant per conto della propria clientela con la presente esercita in modo irrevocabile i diritti garantiti dal covered warrant come da indicazione contenuta nel Regolamento dei covered warrant.

Codice ISIN dei covered warrant da esercitare:

Numero di covered warrant da esercitare:

i covered warrant da esercitare sono stati trasferiti sul conto N. 63307 di 2S Banca presso Monte Titoli S.p.A.;

A - ordina irrevocabilmente a UniCredit Banca Mobiliare S.p.A. di trasmettere l'importo della differenza al seguente conto in Euro intestato a:

Titolare del conto

numero c/c

presso Istituto Bancario – ABI + CAB

B - ordina irrevocabilmente a UniCredit Banca Mobiliare S.p.A. di accreditare l’importo in Euro della differenza tramite stanza di compensazione giornaliera:

intestazione beneficiario

codice SIA

Il sottoscritto è consapevole che:

1. con la presente Dichiarazione di Esercizio esercita in modo irrevocabile i covered warrant con le caratteristiche precedentemente descritte che detiene in custodia per conto della propria clientela secondo le modalità previste nel Regolamento dei covered warrant;

2. nel momento in cui la Dichiarazione di Esercizio è ricevuta dall’Agente di Calcolo, non sarà possibile, per nessuna ragione, richiederne l’annullamento;

3. è esclusa la revoca della Dichiarazione di Esercizio;

4. deve adempiere ai seguenti obblighi: a) far pervenire la presente Dichiarazione di Esercizio entro le ore 10.00 (ora di Milano) del giorno in cui intende esercitare i covered warrant; b) provvedere al trasferimento dei covered warrant in relazione ai quali é inviata la presente Dichiarazione di Esercizio entro le ore 17.00 (ora di Milano) del giorno della richiesta di esercizio sul conto di 2S Banca, presso Monte Titoli S.p.A., n. 63307; c) trasferire i covered warrant in modo da rendere possibile una chiara correlazione alla Dichiarazione D'esercizio.

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

Final Terms

dated 14 September 2006 UNICREDITO ITALIANO S.p.A.

(the "Issuer")

Issue of Euro 32,033,900 Warrants linked to Currencies under its Warrant and Certificate Programme

Save as disclosed in "Offering and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

PART A - CONTRACTUAL TERMS

A.1 GENERAL PROVISIONS

1. Issuer: UniCredito Italiano S.p.A.

2. Series Number: The series number of each Series of Warrants is as specified in Annex I.

3. Tranche: The Tranche of each Series of Warrants is specified in Annex I.

4. Denomination: Not Applicable

5. Consolidation: Not Applicable

6. Type of Securities: (i) The Securities are Warrants.

(ii) The Securities are Currency Warrants.

(iii) The Securities relate to Currencies (the Currency or the Currencies), as specified in Annex I. See also Xxxxx XX for a description of the Currencies.

7. Form of Securities: No Warrants in definitive form will be issued in relation to any Series.

No physical document of title will be issued to represent the Warrants of any Series. On issue, the Warrants of each Series will be registered in the books of Monte Titoli. The Warrants of each Series will be held in bearer form on behalf of the beneficial owners until redemption and cancellation thereof.

8. Status of the Securities: Direct, unsubordinated and unsecured.

9. Date Board approval for issuance of Securities obtained:

Not Applicable

10. Admission to trading: (i) Application has been made for the Warrants of each Series to

be admitted to trading on the SeDeX of Borsa Italiana S.p.A.

(ii) UniCredit Banca Mobiliare S.p.A., xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxx (Xxxxx), (the Market Maker) has undertaken to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A., where the Warrants of each Series are expected to be listed. The obligations of the Market Maker are regulated by the Regulation on regulated markets, and relevant Instructions, of Borsa Italiana S.p.A..

11. Averaging: Not Applicable

12. Number of Securities being issued: See Annex I in relation to each Series of Warrants.

13. Issue Price: The indicative issue price per Warrant in relation to each Series is the one specified as such in Annex I.

14. Issue Date: 28 September 2006

15. Exchange Business Day: As set out in Condition 3

16. Business Day Centre(s): Milan

17. Valuation Date(s): The date determined by the Calculation Agent is:

(a) in the case of Automatic Exercise, the Maturity Date of the Warrants (as defined in Annex I);

(b) in the case of exercise of the Warrant during the Exercise Period, one Business Day immediately succeeding the Effective Exercise Date (as defined in Annex III).

18. Settlement: Settlement will be by way of cash payment.

In relation to each Series of Warrants, the Cash Settlement Amount shall be determined by the Calculation Agent at the Valuation Date as follows:

a) if such Warrants are Call Warrants, Holders will receive in relation to each Warrant, an amount in EUR calculated in accordance with the following formula:

Cash Settlement Amount = [(Settlement Price – Exercise Price) * Parity] / Exchange Rate

Where:

Parity means the amount indicated as such in Annex I in relation to each Series of Warrants and shall only be used in connection with the calculation of the Cash Settlement Amount pursuant this paragraph 18.

b) if such Warrants are Put Warrants, Holders will receive in relation to each Warrant, an amount in EUR calculated in accordance with the following formula:

Cash Settlement Amount = [(Exercise Price – Settlement Price) * Parity] / Exchange Rate

The Cash Settlement Amount will be rounded to the nearest four

decimal places in the relevant Settlement Currency, 0.00005 being rounded upwards.

19. Issuer's option to vary settlement: Not Applicable

20. Exchange Rate: The applicable rate of exchange for conversion of any amount into the

Settlement Currency for the purposes of determining the Cash Settlement Amount is:

- with respect to the EUR/JPY Currency, the rate calculated as cross rate between the fixing EUR/USD and USD/JPY on the Valuation Date, both published by the Federal Reserve Bank of New York (10 a.m. of New York) on Reuters at page “1FED”; and

- with respect to the EUR/USD Currency, the Fixing of the EUR/USD on the Valuation Date, as published by the Federal Reserve Bank of New York (10 a.m. of New York) on Reuters at page “1FED”.

21. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is EUR.

22. Principal Agent: UniCredito Italiano S.p.A.

23. Calculation Agent: UniCredit Banca Mobiliare S.p.A.

24. Exchange(s): Not Applicable

25. Exchange(s) and Index Sponsor: Not Applicable

26. Related Exchange(s): Not Applicable

27. Multiplier: Not Applicable

28. Nominal Amount: Not Applicable

29. Relevant Asset(s): Not Applicable

30. Entitlement: Not Applicable

31. Settlement Price: The Settlement Price of the Currencies is:

- with respect to the EUR/JPY Currency, the rate calculated as cross rate between the fixing EUR/USD and USD/JPY, both published by the Federal Reserve Bank of New York (10 a.m. of New York) on the Valuation Date on Reuters at page “1FED”;

- with respect to the EUR/USD Currency, the Fixing of the EUR/USD, published by the Federal Reserve Bank of New

York (10 a.m. of New York) on the Valuation Date on Reuters at page “1FED”;

32. Disrupted Day: If the Valuation Date is a Disrupted Day, the first succeeding Scheduled Trading Day that is not a Disrupted Day is deemed to be the Valuation Date, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day. In that case:

(i) that eight Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day; and

(ii) the Calculation Agent shall calculate the Settlement Price in its good faith and absolute discretion, by taking into account the market conditions, a price of the Currencies estimated on the basis of last announced prices of the Currencies and such other conditions or factors that the Calculation Agent reasonably considers to be relevant.

33. Redemption of underlying of Debt Securities:

Not Applicable

34. Relevant Time: The Relevant Time for the calculation of the Settlement Price of the Currencies is the scheduled time specified by the Federal Reserve Bank of New York on the Valuation Date.

35. Currency: (i) The Relevant Screen Page is:

− with respect to the EUR/JPY Currency, “EURJPY=”;

− with respect to the EUR/USD Currency, “EUR=”.

(ii) The relevant base currency (the Base Currency) is EUR.

(iii) The relevant subject currencies (the Subject Currency) are JPY and USD.

36. Additional Disruption Events: Not Applicable

37. Failure to Deliver due to Illiquidity: Not Applicable

38. Special conditions or other modifications to the Terms and Conditions:

See Xxxxx XXX in relation to each Series of Warrants with respect to the exercise of such Securities and the provisions of Conditions 4 and 5 shall be amended accordingly.

Condition 13 (“Substitution of Issuer”) shall not apply and shall be replaced by the following:

(1) “The Issuer shall be entitled at any time, without the consent of the Holder, to substitute any company within the UniCredit

Group, being UniCredito Italiano S.p.A. and its consolidated subsidiaries, in place of the Issuer (the New Issuer) with respect to all obligations under or in connection with the Warrants, provided that:

(i) the New Issuer assumes all obligations of the Issuer in relation to the Holders under or in connection with the Warrants;

(2) In case of any such substitution of the Issuer, any reference in these Conditions to the Issuer shall be construed as a reference to the New Issuer.

(3) The substitution of the Issuer shall be final, binding and conclusive on the Holders and will be notified to the Holders without undue delay in accordance with Condition 10.

The third paragraph of Condition 7 (“Illegality”) shall not apply and shall be replaced by the following:

accordance with Condition 10.".

39. Listing: Application has been made for each Series of Warrants to be listed on the SeDeX of Borsa Italiana S.p.A..

40. Additional Selling Restrictions: Not Applicable

41. Syndication: Not Applicable

42. Additional or Alternative Clearing System:

All the transactions of each Series of Warrants negotiated on the SeDeX of Borsa Italiana S.p.A. will be settled in Monte Titoli.

43. Notice provisions (other than as set out in Condition 10):

44. Governing law of the Securities: Italian law

A.2 PROVISIONS RELATING TO WARRANTS

45. Type of Warrants:

(i) The Warrants are American Style Warrants.

(ii) The Warrants are Call Warrants and Put Warrants. See Annex I in relation to each Series of Warrants.

(iii) Automatic Exercise applies.

46. Units: Warrants must be exercised in Units. Each Unit consists of 100 Warrant.

47. Issue price per Unit: See Annex I in relation to each Series of Warrants.

48. Exercise Price: See Annex I in relation to each Series of Warrants.

49. Exercise Date: Not Applicable

51. Settlement Date: The fifth Business Day following the Valuation Date.

52. Minimum Exercise Number: 1 Unit

53. Maximum Exercise Number Not Applicable

PART B - OTHER INFORMATION

B.1 DISTRIBUTION:

54. If syndicated, names and addresses of Managers and underwriting commitments:

Not Applicable

55. Date of [Subscription] Agreement: Not Applicable

56. Stabilising Manager (if any): Not Applicable

57. If non-syndicated, name and address of Manager:

The Warrants of each Series shall be available for trading on Borsa Italiana S.p.A. once the Warrants have been admitted to trading by such exchange.

58. Total commission and concession: Not Applicable

59. Condition of the offer: Not Applicable

B.2 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES:

60. (i) Reasons for the offer: See “Use of Proceeds” in the Prospectus.

61. (ii) Estimated net proceeds: Not Applicable

62. (iii) Estimated total expenses: Not Applicable

B.3 OPERATIONAL INFORMATION:

63. ISIN Code: See Annex I in relation to each Series of Warrants. Each Series of Warrants is also identified by the ET Code, as specified in Annex I.

64. Common Code: Not Applicable

65. Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

The Warrants are held through Monte Titoli in dematerialised form pursuant to Italian Legislative Decree no. 213 of 24 June 1998, as subsequently amended and integrated. The Warrants of each Series will at all times be in book-entry form and title to Warrants will be evidenced by book entry in accordance with the provisions of the Italian Legislative Decree no. 213 of 24 June 1998, as subsequently amended and integrated. No physical document of title will be issued in respect of any Series of Warrants.

Annex II Information about the Currencies

The current prices of the Currencies are published daily on “Il Sole 24 Ore” and “MF”, on xxx.xxxxxxxxxx.xx and may be requested on any Business Day by calling 000.00.00.00 (call free) and are also available on Reuters (at the pages “EUR=”, for the EUR/USD Currency, and “EURJPY=” for the EUR/JPY Currency).

The historical prices and official fixings of the Currencies are also published on the websites of the Federal Reserve Bank of New York (xxxx://xxx.xx.xxx.xxx/xxxxx.xxxx) and of the European Central Bank (xxx.xxx.xxx).

Annex III Special conditions

(A) Renouncement Right

The Holder has the right to renounce to the exercise of the relevant Warrants held by it (subject as set out below). In this case a duly completed renouncement notice (a Renouncement Notice) must be delivered by facsimile to the Calculation Agent prior to 10.00 a.m. Milan time on the first Business Day following the Maturity Date at the facsimile number set out in the form of Renouncement Notice attached as Annex IV to these Final Terms.

The Holder must deliver the completed Renouncement Notice to his/her intermediary who will be in charge of sending it by facsimile to the Calculation Agent.

The Calculation Agent and the Issuer shall not apply any charge for the renouncement to the exercise of the Warrants.

The minimum number of Warrants specified in the Renouncement Notice must be equal to one Unit, otherwise the Renouncement Notice shall not be considered valid.

The Renouncement Notice is irrevocable.

(B) Exercise Right

The Warrants specified in the Voluntary Exercise Notice shall be deemed to be validly exercised on the Effective Exercise Date only if, prior to 17.00 p.m. Milan Time of that Effective Exercise Date:

Subject as set out above, delivery of a Voluntary Exercise Notice shall constitute an irrevocable election by the relevant Holder to exercise the Warrants specified.

The Calculation Agent and the Issuer shall not apply any charge for the voluntary exercise of the Warrants. Other taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties arising in connection with the voluntary exercise of any Warrants duties are in charge of the Holder.

Voluntary Exercise Notice shall not be considered valid in respect of the Warrants exceeding such rounded number of Warrants.

The minimum number of Warrants specified in the Voluntary Exercise Notice must be equal to one Unit, otherwise the Voluntary Exercise Notice shall not be considered valid.

The Voluntary Exercise Notice is irrevocable.

Annex IV

Renouncement Notice

DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: UniCredit Banca Mobiliare S.p.A. Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

Covered warrant su ………… scad. emessi da UniCredito Italiano S.p.A.

L’intermediario

che detiene in custodia i covered warrant per conto della propria clientela

con la presente comunica la volontà di rinuncia all’esercizio dei diritti garantiti dal covered warrant come da indicazione contenuta nel Regolamento dei covered warrant.

Codice ISIN dei covered warrant per i quali rinuncia all’esercizio:

Numero di covered warrant per i quali rinuncia all’esercizio:

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

Annex V

Voluntary Exercise Notice

DICHIARAZIONE DI ESERCIZIO (FACSIMILE)

(da compilare su carta intestata)

A: UniCredit Banca Mobiliare S.p.A. Fax 02/8862.2666

Tel 02/8862.2746 - 02/8862.2736

covered warrant su ………… scad. emessi da UniCredito Italiano S.p.A.

L’intermediario

Codice ISIN dei covered warrant da esercitare:

Numero di covered warrant da esercitare:

i covered warrant da esercitare sono stati trasferiti sul conto N. 63307 di 2S Banca presso Monte Titoli S.p.A.;

A - ordina irrevocabilmente a UniCredit Banca Mobiliare S.p.A. di trasmettere l'importo della differenza al seguente conto in Euro intestato a:

Titolare del conto

numero c/c

presso Istituto Bancario – ABI + CAB

B - ordina irrevocabilmente a UniCredit Banca Mobiliare S.p.A. di accreditare l’importo in Euro della differenza tramite stanza di compensazione giornaliera:

intestazione beneficiario

codice SIA

Il sottoscritto è consapevole che:

2. nel momento in cui la Dichiarazione di Esercizio è ricevuta dall’Agente di Calcolo, non sarà possibile, per nessuna ragione, richiederne l’annullamento;

3. è esclusa la revoca della Dichiarazione di Esercizio;

4. deve adempiere ai seguenti obblighi: a) far pervenire la presente Dichiarazione di Esercizio entro le ore

10.00 (ora di Milano) del giorno in cui intende esercitare i covered warrant; b) provvedere al trasferimento dei covered warrant in relazione ai quali é inviata la presente Dichiarazione di Esercizio entro le ore 17.00 (ora di Milano) del giorno della richiesta di esercizio sul conto di 2S Banca, presso Monte Titoli S.p.A., n. 63307; c) trasferire i covered warrant in modo da rendere possibile una chiara correlazione alla Dichiarazione D'esercizio.

Luogo Data

Firma (firme) del legale rappresentante dell’intermediario

NOTA DI SINTESI

La presente Nota di Sintesi deve essere letta come introduzione al Prospetto e qualsiasi decisione di investire nei Xxxxxx deve essere presa tenendo in considerazione il Prospetto nel suo complesso, del quale sono parte integrante anche i documenti inseriti tramite riferimento. A seguito dell’attuazione delle relative disposizioni della Direttiva Prospetti in ognuno degli Stati Membri dell’Area Economica Europea, nessuna responsabilità civile potrà essere attribuita alla Persona Responsabile in uno qualsiasi di tali Stati Membri in relazione alla presente Nota di Sintesi, ivi compresa qualsiasi traduzione, salvo risulti fuorviante, imprecisa o contraddittoria rispetto ad altre parti del Prospetto. Qualora venga intrapresa un’azione legale in merito alle informazioni contenute nel Prospetto di fronte alle corti di giustizia di uno degli Stati dell’Area Economica Europea in cui viene intentata tale azione, il ricorrente, prima dell’inizio del procedimento giudiziario, potrebbe dover sostenere i costi della traduzione del Prospetto.

Alcuni dei termini contenuti nella seguente Nota di Sintesi saranno definiti nei restanti documenti che compongono il Prospetto. I termini e le locuzioni riportati nella presente Nota di Sintesi assumeranno il medesimo significato con cui sono intesi nelle “Condizioni dei Warrant” e “Condizioni dei Certificates" nonché nelle restanti sezioni del Prospetto.

Informazioni relative all’Emittente

Emittenti UniCredito Italiano S.p.A. (“UniCredito”) UniCredit Banca Mobiliare S.p.A. (“UBM”)

Descrizione di UniCredito: UniCredito, fondata a Genova con scrittura privata datata 28 aprile

1870 e con durata fino al 31 dicembre 2050, è stata costituita come società per azioni iscritta al Registro delle Imprese di Genova, codice fiscale e partita IVA 00348170101. La sede legale di UniCredito è sita in Xxx Xxxxx 0, 00000 Xxxxxx, mentre la Direzione Centrale è in Xxxxxx Xxxxxxxx, x. 0, 00000 Xxxxxx, telefono n. + 00.00.00000000.

Descrizione di UBM: UBM è stata costituita come società per azioni (o S.p.A.) il 14 luglio

1999 ai sensi della legislazione italiana. La sede legale di UBM, il cui numero di iscrizione al Registro delle Imprese è 12874220150, è sita in Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxxx.

Licenza Bancaria: Ai sensi della legislazione italiana, entrambi gli Emittenti detengono

una licenza bancaria, concessa dalla Banca d’Italia, che li autorizza all’esercizio in Italia di tutte le attività bancarie consentite.

Attività di UniCredito: UniCredito, una società costituita ai sensi della legislazione italiana, è

la capogruppo del Gruppo Bancario UniCredito Italiano, un gruppo che fornisce una serie completa di servizi finanziari, operante nei settori dell’attività bancaria, finanziaria e delle attività collegate in Italia e in otto paesi dell’Europa Orientale e Centrale (il Gruppo).

Attività di UBM: UBM, leader nei mercati dei capitali in Italia, propone servizi

finanziari interbancari a investitori istituzionali e agli intermediari distributori.

Capitalizzazione di UniCredito:

I dati consolidati relativi alla capitalizzazione e all’indebitamento del Gruppo al 31 marzo 2005 sono stati estratti dalla relazione trimestrale

consolidata (non assoggettata a revisione contabile) del Gruppo al 31 marzo 2005 e sono riportati a pagina 133.

Capitalizzazione di UBM: I dati consolidati relativi alla capitalizzazione e all’indebitamento di

UBM al 31 dicembre 2004 sono stati estratti dal bilancio consolidato (assoggettato a revisione contabile) al 31 dicembre 2004 e sono riportati a pagina 148.

Informazioni sul Management di UniCredito:

Il Consiglio d’Amministrazione di UniCredito è responsabile della gestione ordinaria e straordinaria di UniCredito e del Gruppo. Il Consiglio d’Amministrazione ha la facoltà di delegare i propri poteri a uno o più amministratori delegati e di nominare un comitato esecutivo stabilendone ambiti e poteri.

Informazioni sul Management di UBM:

La gestione di UBM è affidata al Consiglio d’Amministrazione. Tutti gli amministratori hanno il proprio ufficio presso la sede di Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxxx.

Informazioni relative al Programma

Descrizione: Programma di emissione di warrants e certificates.

Coordinatore: UBM

Principal Agent: Kredietbank S.A. Luxembourgeoise.

Metodo di emissione: Su base sindacata o non sindacata. I titoli saranno emessi in Serie a

cui corrispondono una o più date di emissione. Ogni Serie può essere emessa in Tranche (ognuna una Tranche) nella stessa data di emissione o in data differente.

Prezzo di emissione: I Titoli saranno emessi al prezzo stabilito dal relativo Emittente e dal

Manager in base alle condizioni di mercato prevalenti. I Xxxxxx potranno essere emessi ad un prezzo di emissione pari al valore nominale o al disaggio o all’aggio ad esso relativi.

Forma dei Titoli: A meno che nelle Condizioni definitive sia indicato che il sistema di

compensazione è Monte Titoli o venga specificato che è previsto un sistema di compensazione che non è Clearstream né Luxembourg, Euroclear o Monte Titoli, ogni emissione di Warrants sarà rappresentata da un Global Warrant ed ogni emissione di Certificates sarà rappresentata da un Global Certificate. Non verrà emesso alcun Warrant o Certificates in forma materializzata.

Tipo di Titoli: Gli Emittenti hanno la facoltà di emettere di volta in volta Titoli di

qualsiasi tipo, tra cui citiamo, a mero titolo esemplificativo, i Xxxxxx su indici, su azioni, di debito, su valute o materie prime. I Titoli rappresentano una forma di strumento finanziario derivato, il cui valore deriva dagli strumenti sottostanti.

Sistemi di compensazione: Monte Titoli, Clearstream, Luxembourg, Euroclear e altri sistemi di

compensazione come concordato con gli Emittenti e il Manager.

Valute: Euro, dollari statunitensi o altra valuta o valute, nell’osservanza delle

disposizioni giuridiche e/o regolamentari e/o imposte dalla Banca centrale applicabili in questo caso.

Scadenze: La data di scadenza dei Titoli sarà concordata dagli Emittenti e dal Manager, in osservanza dei limiti minimi e massimi stabiliti dalle relative norme, regolamenti e direttive.

Denominazione: I Titoli (se del caso) saranno emessi al valore nominale di volta in

volta eventualmente stabilito o consentito dalle normative vigenti in materia o dalle direttive applicabili alla valuta di riferimento.

Periodi e tassi di interesse: I periodi e il tasso di interesse (se del caso) o il suo metodo di calcolo

possono cambiare di volta in volta oppure rimanere costanti per ogni Serie. Tutte le informazioni a questo proposito sono riportate nelle relative Condizioni definitive.

Rimborso: Le Condizioni definitive applicabili specificheranno le condizioni di rimborso e di liquidazione dei Titoli.

Status dei Titoli: I Titoli costituiranno obbligazioni dirette, non subordinate e non

garantite dagli Emittenti.

Regime fiscale: Tutti i pagamenti effettuati dagli Emittenti saranno soggetti a

eventuali imposte, dazi, trattenute o altri oneri che potrebbe essere loro richiesto di effettuare, corrispondere, trattenere o dedurre. Si veda anche "Fattori di Rischio – Direttiva UE sul Risparmio" e "Regime fiscale" di seguito.

Quotazione: È stata avanzata al CSSF la richiesta di approvazione del presente documento sotto forma di due prospetti base. È stata altresì inoltrata richiesta alla Borsa valori di Lussemburgo perché i titoli rientranti nel Programma siano ammessi alla negoziazione sul mercato regolamentato della Borsa valori di Lussemburgo e ivi quotati.

I Titoli possono anche essere quotati o ammessi alla negoziazione, a seconda del caso, su altre o anche su altre borse valori o mercati o possono non essere quotati.

Restrizioni alla Vendita: Esistono restrizioni all’offerta, alla vendita e al trasferimento di

Titoli. Si veda a tal proposito la sezione "Offerta e Vendita".

Legge che governa i Xxxxxx: I Titoli sono governati dalla Legge italiana e dalla Legge inglese

come specificato nelle Condizioni definitive applicabili.

Fattori di Xxxxxxx: Esistono alcuni fattori che potrebbero incidere sulla capacità da parte

dell’Emittente di adempiere ai propri obblighi in relazione ai Xxxxxx

oggetto del programma.

Il 12 giugno 2005, UniCredito e HVB (come qui di seguito definito) hanno deciso di concludere un accordo di fusione nel quale si delineavano i termini di tale operazione che interessava HVB e il Gruppo. Qualora venisse attuata, tale fusione potrebbe avere ripercussioni negative sulle attività del Gruppo ed i relativi risultati. Tali ripercussioni negative potrebbero dipendere da: (i) la capacità di UniCredito di prevedere le proprie esigenze di capitale nonché di

soddisfare i propri obblighi di capitale e stimare i coefficienti Tier I e di capitale totale che dipendono da una serie di supposizioni (tra le quali il numero e il collocamento delle azioni proposte sul mercato in base alle offerte, le negoziazioni e le condizioni di mercato relative alle transazioni di raccolta dei capitali previste da UniCredito allo scopo di finanziare le offerte) che possono non rivelarsi corrette e le divergenze rispetto a tali supposizioni potrebbero portare a risultati di capitale che si discostano sensibilmente dalle attese di UniCredito; e da (ii) il fatto che la proposta acquisizione di HVB richiede l’integrazione e l’unione di management, strategie, procedure, prodotti e servizi, basi clienti e reti di distribuzione diversi allo scopo di delineare una struttura aziendale e di attività del gruppo di recente ampliamento e non si può avere la garanzia che il Gruppo sia in grado di assimilare la struttura, il management e la base clienti di HVB.

Inoltre, durante il 2004 e i primi sei mesi del 2005, UniCredito ha concluso o negoziato numerosi accordi di acquisizione, ivi comprese importanti acquisizioni in Italia e nei paesi dell’Europa allargata e l’integrazione di tali acquisizioni presenta ed implica per il futuro sfide di integrazione, in particolare laddove i sistemi contabili e di informazione sulla gestione differiscono sensibilmente da quelli utilizzati altrove nel Gruppo. Sono significativi anche i rischi connessi alla conduzione di attività nell’Europa allargata: la natura di tali rischi differisce notevolmente da un paese all’altro, ma in generale si tratta di condizioni economiche, di scambio e di mercati borsistici egualmente caratterizzati da volatilità così come, in molti casi, di infrastrutture politiche, finanziarie e giuridiche meno sviluppate.

I risultati del Gruppo sono influenzati dalle condizioni economiche, finanziarie e commerciali generali. Durante i periodi di recessione, può verificarsi una riduzione della richiesta di prodotti di finanziamento e un maggior numero di clienti del Gruppo potrebbe non riuscire ad adempiere ai propri impegni correlati al finanziamento o ad obblighi di altra natura. Gli aumenti dei tassi di interesse potrebbero altresì influenzare la richiesta di mutui e di altri prodotti di finanziamento. Anche le fluttuazioni dei tassi di interesse in Europa e su altri mercati in cui il Gruppo opera ne influenza la performance.

Ai sensi del Regolamento dell’Unione Europea CE 1606/2002, tutte le società quotate in borsa all’interno dell’Unione Europea, compresa UniCredito, sono tenute a redigere i propri bilanci in conformità ai principi IFRS (come di seguito definito), a partire dall’esercizio che si conclude il 31 dicembre 2005. UniCredito non può escludere l’eventualità che il passaggio agli IFRS possa avere un impatto notevole su determinate voci di bilancio e rendere estremamente difficile procedere ad un confronto con il bilancio attuale.

I Titoli.

I Portatori dei Titoli emessi nell’ambito del Programma sono esposti a numerosi rischi connessi ai Titoli, per esempio ai rischi legati alla struttura di un particolare Titolo, al tasso di interesse, di cambio, al valore tempo e ai rischi politici così come ai rischi di mercato legati all’investimento in una determinata base di riferimento.

Per una descrizione più dettagliata dei fattori di rischio, si suggerisce

di consultare le pagine 13 - 22 del presente Prospetto.

Rappresentazione dei Portatori di Xxxxxx:

Sono previste delle modalità con cui i Portatori di Xxxxxx possano essere rappresentati in conformità alla Condizione 9(D).

TERMS AND CONDITIONS OF THE WARRANTS

The following is the text of the Terms and Conditions of the Warrants which, unless Monte Titoli or an alternative clearing system other than Euroclear, Clearstream Luxembourg or Monte Titoli is specified as the relevant clearing system in the applicable Final Terms, will be attached to each Global Warrant (as defined below). The applicable Final Terms in relation to any issue of Warrants may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Warrants. The applicable Final Terms (or the relevant provisions thereof) will be attached to each Global Warrant, unless the applicable Final Terms specify that Monte Titoli is the relevant clearing system or specify that a clearing system other than Clearstream, Luxembourg, Euroclear or Monte Titoli is applicable. References in the Conditions to "Securities" are to the Securities of one Series only, not to all Securities that may be issued under the Programme.

The Warrants will be issued in series (each a Series). The Warrants of each Series being intended to be interchangeable with all other Warrants of that Series. Series means a Tranche or Tranches of Warrants which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates and Issue Prices and a Series may comprise Warrants in more than one denomination. Each Series may be issued in Tranches (each a Tranche) on the same or different issue dates , the terms of which are identical in all respects (including as to listing) save that a Tranche may comprise Warrants in more than one denomination. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price and nominal amount (where applicable) of the Tranche, will be identical to the terms of other Tranches of the same Series, including as to listing) will be set out in the applicable Final Terms.

Unless the applicable Final Terms specify that Monte Titoli is the relevant clearing system or specify that a clearing system other than Clearstream, Luxembourg, Euroclear or Monte Titoli is applicable, the series of Warrants described in the applicable Final Terms (in so far as it relates to such series of Warrants) (such Warrants being hereinafter referred to as the Warrants which expression, unless the context otherwise requires, shall include the Global Warrants (as defined below) are constituted by a global warrants (the Global Warrants) and are issued by the Issuer specified in the applicable Final Terms and references to the Issuer shall be construed accordingly. If applicable, the Warrants are issued pursuant to an Agency Agreement dated 28 November 2005 (the Agency Agreement) between UniCredito Italiano S.p.A., UniCredit Banca Mobiliare S.p.A. and Kredietbank S.A. Luxembourgeoise as principal agent (the Principal Agent, which expression shall include any successor principal agent and, together with any additional agents, the Agents UniCredit Banca Mobiliare S.p.A. shall undertake the duties of calculation agent (the Calculation Agent) in respect of the Warrants as set out below and in the applicable Final Terms unless another entity is so specified as calculation agent in the applicable Final Terms. The expression Calculation Agent shall, in relation to the relevant Warrants, include such other specified calculation agent.

Unless the applicable Final Terms specify that Monte Titoli is the relevant clearing system or specify that a clearing system other than Clearstream, Luxembourg, Euroclear or Monte Titoli is applicable, the applicable Final Terms for the Warrants is attached to the Global Warrant. No Warrants in definitive form will be issued. Unless the applicable Final Terms specify that Monte Titoli is the relevant clearing system or specify that a clearing system other than Clearstream, Luxembourg, Euroclear or Monte Titoli is applicable, the Global Warrant has been deposited with the Common Depositary common to Clearstream, Luxembourg and Euroclear. If Monte Titoli is specified in the applicable Final Terms as the relevant clearing system, no physical document of title will be issued to represent the Warrants. On issue, the Warrants have been or will be registered in the books of Monte Titoli. The

issue of any Warrants may be cancelled at any time until the Warrants are registered in the books of Monte Titoli.

The applicable Final Terms for the Warrants supplement these Terms and Conditions and may specify or set out in full other terms and conditions which shall, to the extent so specified or set out or to the extent inconsistent with these Terms and Conditions, supplement, replace or modify these Terms and Conditions for the purposes of the Warrants.

References herein to the "applicable Final Terms" are to the Final Terms (in the case of any further warrants issued pursuant to Condition 12 and forming a single series with the Warrants) relating to the Warrants.

Copies of the Agency Agreement (which contains the form of the Final Terms) and the applicable Final Terms may be obtained from the specified office of the Principal Agent, save that if the Warrants are unlisted, the applicable Final Terms will only be obtainable by a Holder and such Holder must produce evidence satisfactory to the Principal Agent as to identity.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated.

The Holders (as defined in Condition 1(B)) are entitled to the benefit of and are deemed to have notice of and are bound by all the provisions of the Agency Agreement (insofar as they relate to the Warrants) and the applicable Final Terms, which are binding on them.

1. Type, Title and Transfer

(A) Type

The Warrants may be Index Warrants, Share Warrants, Debt Warrants, Currency Warrants, Commodity Warrants or any other or further type of warrants as is specified in the applicable Final Terms. Certain terms which will, unless otherwise varied in the applicable Final Terms, apply to Index Warrants, Share Warrants, Debt Warrants, Currency Warrants or Commodity Warrants are set out in Condition 15.

The applicable Final Terms will indicate whether the Warrants are American style Warrants (the American Style Warrants) or European style Warrants (the European Style Warrants) or such other type as may be specified in the applicable Final Terms, whether automatic exercise (the Automatic Exercise) applies to the Warrants, whether settlement shall be by way of cash payment (the Cash Settled Warrants) or physical delivery (the Physical Delivery Warrants), whether the Warrants are call Warrants (the Call Warrants) or put Warrants (the Put Warrants), or such other type as may be specified in the applicable Final Terms, whether the Warrants may only be exercised in Units and whether averaging (the Averaging) will apply to the Warrants. If Units are specified in the applicable Final Terms, Warrants must be exercised in Units and any Exercise Notice which purports to exercise Warrants in breach of this provision shall be void and of no effect. If Averaging is specified as applying in the applicable Final Terms the applicable Final Terms will state the relevant Averaging Dates and, if an Averaging Date is a Disrupted Day, whether Omission, Postponement or Modified Postponement (each as defined in Condition 3 below) applies.

References in these Terms and Conditions, unless the context otherwise requires, to Cash Settled Warrants shall be deemed to include references to Physical Delivery Warrants, which include an option (as set out in the applicable Final Terms) at the Issuer's election to request cash settlement of such Warrant and where settlement is to be by way of cash payment, and

references in these Terms and Conditions, unless the context otherwise requires, to Physical Delivery Warrants shall be deemed to include references to Cash Settled Warrants which include an option (as set out in the applicable Final Terms) at the Issuer's election to request physical delivery of the relevant underlying asset in settlement of such Warrant and where settlement is to be by way of physical delivery.

Warrants may allow Holders to elect for settlement by way of cash payment or by way of physical delivery or by such other method of settlement as is specified in the applicable Final Terms. Those Warrants where the Holder has elected for cash payment will be Cash Settled Warrants and those Warrants where the Holder has elected for physical delivery will be Physical Delivery Warrants. The rights of a Holder as described in this paragraph may be subject to the Issuer's right to vary settlement as indicated in the applicable Final Terms.

Cash Settled Warrants may provide for one or more Exercise Date(s) and may provide for the Holders to receive a specific amount calculated as specified in the applicable Final Terms on each such Exercise Date, all as specified in the applicable Final Terms. In such an event, the Warrants shall remain outstanding until their Settlement Date.

(B) Title to Warrants

Each person who is for the time being shown in the records of Clearstream, Luxembourg or of Euroclear as the holder of a particular amount of Warrants (in which regard any certificate or other document issued by Clearstream, Luxembourg or Euroclear as to the amount of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and the Principal Agent as the holder of such amount of Warrants for all purposes (and the expressions Holder and Holder of Warrants and related expressions shall be construed accordingly). Warrants which are represented by a Global Warrant will be transferable only in accordance with the rules and procedures for the time being of Clearstream, Luxembourg and/or Euroclear, as the case may be.

All transactions (including transfers of Warrants) in the open market or otherwise must be effected through an account at Clearstream, Luxembourg or Euroclear subject to and in accordance with the rules and procedures for the time being of Clearstream, Luxembourg or of Euroclear, as the case may be. Title will pass upon registration of the transfer in the books of either Clearstream, Luxembourg or Euroclear, as the case may be. Transfers of Warrants may not be effected after the exercise of such Warrants pursuant to Condition 5.

Any reference herein to Clearstream, Luxembourg and/or Euroclear shall, whenever the context so permits, be deemed to include a reference to Monte Titoli or any additional or alternative clearing system approved by the Issuer and the Principal Agent from time to time and notified to the Holders in accordance with Condition 10.

2. Status of the Warrants

The Warrants constituted direct, unsubordinated and unsecured obligations of the Issuer and rank equally among themselves and will rank pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (except as prescribed by law).

3. Definitions

For the purposes of these Terms and Conditions, the following general definitions will apply:

"Actual Exercise Date" means the Exercise Date (in the case of European Style Warrants) or, subject to Condition 6(A)(ii), the date during the Exercise Period on which the Warrant is actually or is deemed exercised or, if Automatic Exercise is specified as applying in the applicable Final Terms, is automatically exercised (in the case of American Style Warrants, as more fully set out in Condition 4(A)(i));

"Affiliate" means in relation to any entity (the First Entity), any entity controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity directly or indirectly under common control with the First Entity. For these purposes "control" means ownership of a majority of the voting power of an entity;

"Averaging Date" means, in respect of an Actual Exercise Date, each date specified as an Averaging Date in the applicable Final Terms or, if any such date is not a Scheduled Trading Day, the immediately following Scheduled Trading Day unless, in the opinion of the Calculation Agent any such day is a Disrupted Day. If any such day is a Disrupted Day, then:

(a) if "Omission" is specified as applying in the applicable Final Terms, then such date will be deemed not to be an Averaging Date for the purposes of determining the relevant Settlement Price provided that, if through the operation of this provision no Averaging Date would occur in respect of such Actual Exercise Date, then the provisions of the definition of Valuation Date will apply for purposes of determining the relevant level, price or amount on the final Averaging Date with respect to that Actual Exercise Date as if such Averaging Date were a Valuation Date that was a Disrupted Day; or

(b) if "Postponement" is specified as applying in the applicable Final Terms, then the provisions of the definition of Valuation Date will apply for the purposes of determining the relevant level, price or amount on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date; or

(i) where the Warrants are Index Warrants relating to a single Index or Share Warrants relating to a single Share, the Averaging Date shall be the first succeeding Valid Date (as defined below). If the first succeeding Valid Date has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the original date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date in respect of such Actual Exercise Date, then (A) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date), and (B) the Calculation Agent shall determine the relevant level or price for that Averaging Date in accordance with sub- paragraph (a)(ii) of the definition of Valuation Date below;

(ii) where the Warrants are Index Warrants relating to a Basket of Indices or Share Warrants relating to a Basket of Shares, the Averaging Date for each Index

or Share not affected by the occurrence of a Disrupted Day shall be the originally designated Averaging Date (the Scheduled Averaging Date) and the Averaging Date for an Index or Share affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date (as defined below) in relation to such

Index or Share. If the first succeeding Valid Date in relation to such Index or Share has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the original date that, but for the occurrence of

another Averaging Date or Disrupted Day, would have been the final Averaging Date in respect of such Actual Exercise Date, then (A) that eighth Scheduled Trading Day shall be deemed the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date) in respect of such Index or Share, and (B) the Calculation Agent shall determine the relevant level,

price or amount for that Averaging Date in accordance with sub-paragraph (b)(ii)

of the definition of Valuation Date below; and

(iii) where the Warrants are Debt Warrants, Currency Warrants or Commodity Warrants, provisions for determining the Averaging Date in the event of Modified Postponement applying will be set out in the applicable Final

Terms,

for the purposes of these Terms and Conditions, "Valid Date" means a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date in relation to the Actual Exercise Date does not or is not deemed to occur;

"Business Day" means (i) a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant Business Day Centre(s) and Clearstream, Luxembourg and Euroclear are open for business and (ii) for the purposes of making payments in Euro, any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;

"Cash Settlement Amount" means, in relation to Cash Settled Warrants, the amount to which the Holder is entitled in the Settlement Currency in relation to each such Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, as determined by the Calculation Agent pursuant to Condition 4;

"Disrupted Day" means any Scheduled Trading Day on which a relevant Exchange or any Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred;

"Entitlement" means, in relation to a Physical Delivery Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, the quantity of the Relevant Asset or the Relevant Assets, as the case may be, which a Holder is entitled to receive on the Settlement Date in respect of each such Warrant or Unit, as the case may be, following payment of the Exercise Price (and any other sums payable) rounded down as provided in Condition 4(C)(i), as determined by the Calculation Agent including any documents evidencing such Entitlement;

"Exchange" means:

(a) in respect of Index Warrants and in relation to an Index each exchange or quotation system specified as such for such Index in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the securities/commodities comprising such Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the securities/commodities comprising such Index on such temporary substitute exchange or quotation system as on the original Exchange); and

(b) in respect of Share Warrants and in relation to a Share, each exchange or quotation system specified as such for such Share in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange);

"Exchange Business Day" means any Scheduled Trading Day on which each Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time;

"Exercise Business Day" means:

(a) in the case of Cash Settled Warrants, a day that is a Business Day; and

(b) in the case of Physical Delivery Warrants, a day that is a Business Day and a Scheduled Trading Day;

"Related Exchange" means, in respect of Index Warrants and in relation to an Index or in respect of Share Warrants and in relation to a Share, each exchange or quotation system specified as such for such Index or Share in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to such Index or Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Index or such Share on such temporary substitute exchange or quotation system as on the original Related Exchange), provided that where "All Exchanges" is specified as the Related Exchange in the applicable Final Terms, "Related Exchange" shall mean each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index or such Share;

"Relevant Assets" means, in respect of Physical Delivery Warrants, the relevant asset to which the Warrants relate;

"Scheduled Closing Time" means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours;

"Scheduled Trading Day" means any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective regular trading sessions;

"Scheduled Valuation Date" means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date;

"Settlement Date" means:

(a) in relation to Cash Settled Warrants:

in relation to each Actual Exercise Date, (i) where Averaging is not specified in the applicable Final Terms, the third Business Day following the Valuation Date provided that if the Warrants are Index Warrants relating to a Basket of Indices,

Share Warrants relating to a Basket of Shares, Debt Warrants relating to a Basket of Debt Securities or Commodity Warrants relating to a Basket of Commodities and the occurrence of a Disrupted Day has resulted in a Valuation Date for one or more Indices, Shares, Debt Securities or Commodities, as the case may be, being adjusted as set out in the definition of Valuation Date below, the Settlement Date shall be the third Business Day next following the last occurring Valuation Date in relation to any Index, Share, Debt Security or Commodity, as the case may be, or (ii) where Averaging is specified in the applicable Final Terms, the third Business Day following the last occurring Averaging Date provided that where the Warrants are Index Warrants relating to a Basket of Indices, Share Warrants relating to a Basket of Shares, Debt Warrants relating to a basket of Debt Securities or Commodity Warrants relating to a Basket of Commodities and the occurrence of a Disrupted Day has resulted in an Averaging Date for one or more Indices, Shares, Debt Securities or Commodities, as the case may be, being adjusted as set out in the definition of Averaging Date above, the Settlement Date shall be the third Business Day next following the last occurring Averaging Date in relation to any Index, Share, Debt Security or Commodity, as the case may be, or such other date as is specified in the applicable Supplement; and

(b) in relation to Physical Delivery Warrants:

the date specified as such in the applicable Final Terms;

"Settlement Price" means, in relation to each Cash Settled Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be:

(a) in respect of Index Warrants, subject to Condition 15(A) and as referred to in Valuation Date below or Averaging Date above, as the case may be:

(i) in the case of Index Warrants relating to a Basket of Indices, an amount (which shall be deemed to be a monetary value on the same basis as the Exercise Price) equal to the sum of the values calculated for each Index as the official closing level for each Index as determined by the Calculation Agent or, if so specified in the applicable Final Terms, the level of each Index determined by the Calculation Agent as set out in the applicable Final Terms at the Relevant Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequently published correction, multiplied by the relevant Multiplier; and

(ii) in the case of Index Warrants relating to a single Index, an amount (which shall be deemed to be a monetary value on the same basis as the Exercise Price) equal to the official closing level of the Index as determined by the Calculation Agent or, if so specified in the applicable Final Terms, the level of the Index determined by the Calculation Agent as set out in the applicable Final Terms at the Relevant Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequently published correction;

(b) in respect of Share Warrants, subject to Condition 15(B) and as referred to in Valuation Date below or Averaging Date above, as the case may be:

(i) in the case of Share Warrants relating to a Basket of Shares, an amount equal to the sum of the values calculated for each Share at the official closing price (or the price at the Relevant Time on the Valuation Date or an Averaging Date, as the case may be, if so specified in the applicable Final Terms) quoted on the relevant Exchange for such Share (as defined in Condition 15(B)) on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequently published correction (or if in the opinion of the Calculation Agent, any such official closing price or the price at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) cannot be so determined and the Valuation Date or Averaging Date, as the case may be, is not a Disrupted Day, an amount determined by the Calculation Agent to be equal to the arithmetic mean of the closing fair market buying price (or the fair market buying price at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) and the closing fair market selling price (or the fair market selling price at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) for the relevant Share whose official closing price (or the price at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) cannot be determined based, at the Calculation Agent's discretion, either on the arithmetic mean of the foregoing prices or middle market quotations provided to it by two or more financial institutions (as selected by the Calculation Agent) engaged in the trading of the relevant Share or on such other factors as the Calculation Agent shall decide), multiplied by the relevant Multiplier, each such value to be converted, if so specified in the applicable Final Terms, into the Settlement Currency at the Exchange Rate and the sum of such converted amounts to be the Settlement Price, all as determined by or on behalf of the Calculation Agent; and

(ii) in the case of Share Warrants relating to a single Share, an amount equal to the official closing price (or the price at the Relevant Time on the Valuation Date or an Averaging Date, as the case may be, if so specified in the applicable Final Terms) quoted on the relevant Exchange for such Share (as defined in Condition 15(B)) on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date and, in either case, without regard to any subsequent published correction (or if, in the opinion of the Calculation Agent, any such official closing price or the price at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) cannot be so determined and the Valuation Date or Averaging Date, as the case may be, is not a Disrupted Day, an amount determined by the Calculation Agent to be equal to the arithmetic mean of the closing fair market buying price (or the fair market buying price at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) and the closing fair market selling price (or the fair market selling price at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, if so specified in the applicable Final Terms) for the Share based, at the Calculation Agent's discretion, either on the

arithmetic mean of the foregoing prices or middle market quotations provided to it by two or more financial institutions (as selected by the Calculation Agent) engaged in the trading of the Share or on such other factors as the Calculation Agent shall decide), such amount to be converted, if so specified in the applicable Final Terms, into the Settlement Currency at the Exchange Rate and such converted amount to be the Settlement Price, all as determined by or on behalf of the Calculation Agent;

(i) in the case of Debt Warrants relating to a Basket of Debt Securities, an amount equal to the sum of the values calculated for each Debt Security at the bid price for such Debt Security as determined by or on behalf of the Calculation Agent by reference to the bid price for such Debt Security appearing on the Relevant Screen Page at the Relevant Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, or if such price is not available, the arithmetic mean of the bid prices for such Debt Security at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, as received by it from two or more market-makers (as selected by the Calculation Agent) in such Debt Security, such bid prices to be expressed as a percentage of the nominal amount of such Debt Security, multiplied by the relevant Multiplier;

(ii) in the case of Debt Warrants relating to a single Debt Security, an amount equal to the bid price for the Debt Security as determined by or on behalf of the Calculation Agent by reference to the bid price for such Debt Security appearing on the Relevant Screen Page at the Relevant Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, or if such price is not available, the arithmetic mean of the bid prices for such Debt Security at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, as received by it from two or more market-makers (as selected by the Calculation Agent) in such Debt Security, such bid prices to be expressed as a percentage of the nominal amount of the Debt Security;

(d) in respect of Currency Warrants:

(i) in the case of Currency Warrants relating to a Basket of Subject Currencies, an amount equal to the sum of the values calculated for each Subject Currency at the spot rate of exchange appearing on the Relevant Screen Page at the Relevant Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, for the exchange of such Subject Currency into the Base Currency (expressed as the number of units (or part units) of such Base Currency for which one unit of the Subject Currency can be exchanged) or, if such rate is not available, the arithmetic mean (rounded, if necessary, to four decimal places, with 0.00005 being rounded upwards) as determined by or on behalf of the Calculation Agent of the bid and offer Subject Currency/Base Currency exchange rates (expressed as aforesaid) at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, of two or more leading dealers (as selected by the Calculation

Agent) on a foreign exchange market (as selected by the Calculation Agent), multiplied by the relevant Multiplier; and

(ii) in the case of Currency Warrants relating to a single Subject Currency, an amount equal to the spot rate of exchange appearing on the Relevant Screen Page at the Relevant Time on (A) if Averaging is not specified in the applicable Final Terms, the Valuation Date or (B) if Averaging is specified in the applicable Final Terms, an Averaging Date, for the exchange of such Subject Currency into the Base Currency (expressed as the number of units, or part units, of the Base Currency for which one unit of the Subject Currency can be exchanged) or, if such rate is not available, the arithmetic mean (rounded, if necessary, to four decimal places, with 0.00005 being rounded upwards) as determined by or on behalf of the Calculation Agent of the bid and offer Subject Currency/Base Currency exchange rates (expressed as aforesaid) at the Relevant Time on the Valuation Date or such Averaging Date, as the case may be, of two or more leading dealers (as selected by the Calculation Agent) on a foreign exchange market (as selected by the Calculation Agent);

(e) in respect of Commodity Warrants, the provisions relating to the calculation of the Settlement Price will be set out in the applicable Final Terms.

"Valuation Date" means the first Scheduled Trading Day following the Actual Exercise Date of the relevant Warrant unless, in the opinion of the Calculation Agent, such day is a Disrupted Day. If such day is a Disrupted Day, then:

(a) where the Warrants are Index Warrants relating to a single Index, Share Warrants relating to a single Share, Debt Warrants relating to a single Debt Security or Commodity Warrants relating to a single Commodity, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the Settlement Price in the manner set out in the applicable Final Terms or, if not set out or if not practicable, determine the Settlement Price:

(i) in the case of Index Warrants, by determining the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with (subject to Condition 15(A)(2)) the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security/commodity comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security/commodity on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security/commodity as of the Valuation Time on that eighth Scheduled Trading Day); or

(ii) in the case of Share Warrants, Debt Warrants or Commodity Warrants, in accordance with its good faith estimate of the Settlement Price as of the Valuation Time on that eighth Scheduled Trading Day; or

(b) where the Warrants are Index Warrants relating to a Basket of Indices, Share Warrants relating to a Basket of Shares, Debt Warrants relating to a Basket of Debt

Securities or Commodity Warrants relating to a Basket of Commodities, the Valuation Date for each Index, Share, Debt Security or Commodity, as the case may be, not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date, and the Valuation Date for each Index, Share, Debt Security or Commodity affected, as the case may be, (each an Affected Item) by the occurrence of a Disrupted Day shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Item unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day relating to the Affected Item. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date for the Affected Item, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the Settlement Price using, in relation to the Affected Item, the level or value as applicable, determined in the manner set out in the applicable Final Terms, and, in the case of a Share, Debt Security or Commodity a price determined in the manner set out in the applicable Final Terms or, if not set out or if not practicable, using:

(i) in the case of an Index, the level of that Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating that Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security/commodity comprised in that Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security/commodity on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security/commodity as of the Valuation Time on that eighth Scheduled Trading Day); or

(ii) in the case of a Share, Debt Security or Commodity, its good faith estimate of the value for the Affected Item as of the Valuation Time on that eighth Scheduled Trading Day,

and otherwise in accordance with the above provisions; and

"Valuation Time" means the Relevant Time specified in the applicable Final Terms or, in the case of Index Warrants or Share Warrants, if no Relevant Time is specified, the Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date or Averaging Date, as the case may be, in relation to each Index or Share to be valued. If the relevant Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time.

4. Exercise Rights

Unless the applicable Final Terms specify that Monte Titoli is the relevant clearing system or specify that a clearing system other than Clearstream, Luxembourg, Euroclear or Monte Titoli is applicable (in which cases the relevant provisions on the exercise of the Warrants will be set out therein), the provision of this Condition 4 shall apply.

(A) Exercise Period

(i) American Style Warrants

American Style Warrants are exercisable on any Exercise Business Day during the Exercise Period.

If Automatic Exercise is not specified as applying in the applicable Final Terms, any American Style Warrant with respect to which no Exercise Notice (as defined below) has been delivered in the manner set out in Condition 5, at or prior to 10.00 a.m., Luxembourg or Brussels time, as the case may be, on the last Exercise Business Day of the Exercise Period (the Expiration Date), shall become void.

If Automatic Exercise is specified as applying in the applicable Final Terms any such American Style Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Condition 5, at or prior to 10.00 a.m., Luxembourg or Brussels time, as the case may be, on the Expiration Date shall be automatically exercised on the Expiration Date and the provisions of Condition 5(F) shall apply.

The Exercise Business Day during the Exercise Period on which an Exercise Notice is delivered prior to 10.00 a.m., Luxembourg or Brussels time (as appropriate), to Clearstream, Luxembourg or Euroclear, as the case may be, and the copy thereof so received by the Principal Agent or, if Automatic Exercise is specified as applying in the applicable Final Terms and no Exercise Notice has been delivered at or prior to 10.00 a.m., Luxembourg or Brussels time (as appropriate) on the Expiration Date, the Expiration Date, is referred to herein as the "Actual Exercise Date". If any Exercise Notice is received by Clearstream, Luxembourg or Euroclear, as the case may be, or if the copy thereof is received by the Principal Agent, in each case, after 10.00 a.m., Luxembourg or Brussels time (as appropriate), on any Exercise Business Day during the Exercise Period, such Exercise Notice will be deemed to have been delivered on the next Exercise Business Day, which Exercise Business Day shall be deemed to be the Actual Exercise Date, provided that any such Warrant in respect of which no Exercise Notice has been delivered in the manner set out in Condition 5 at or prior to 10.00 a.m. Luxembourg or Brussels time (as appropriate) on the Expiration Date shall (i) if Automatic Exercise is not specified as applying in the applicable Final Terms, become void or (ii), if Automatic Exercise is specified as applying in the applicable Final Terms, be automatically exercised on the Expiration Date as provided above.

(ii) European Style Warrants

European Style Warrants are only exercisable on the Exercise Date.

If Automatic Exercise is not specified as applying in the applicable Final Terms, any European Style Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Condition 5, at or prior to 10.00 a.m., Luxembourg or Brussels time (as appropriate) on the Actual Exercise Date, shall become void.

If Automatic Exercise is specified as applying in the applicable Final Terms, any such European Style Warrant with respect to which no Exercise Notice has been delivered in the manner set out in Condition 5, at or prior to 10.00 a.m., Luxembourg or Brussels time (as appropriate) on the Actual Exercise Date, shall be automatically exercised on the Actual Exercise Date and the provisions of Condition 5(F) shall apply.

(B) Cash Settlement

If the Warrants are Cash Settled Warrants, each such Warrant or, if Units are specified in the applicable Final Terms, each Unit entitles its Holder, upon due exercise and subject to certification as to non-U.S. beneficial ownership, to receive from the Issuer on the Settlement Date a Cash Settlement Amount calculated by the Calculation Agent (which shall not be less than zero) equal to:

(i) where Averaging is not specified in the applicable Final Terms:

(a) if such Warrants are Call Warrants,

(Settlement Price less Exercise Price) multiplied by, in the case of Debt Warrants only, the Nominal Amount;

(b) if such Warrants are Put Warrants,

(Exercise Price less Settlement Price) multiplied by, in the case of Debt Warrants only, the Nominal Amount; and

(c) if such Warrants are not Call Warrants nor Put Warrants, settlement will be as specified in the applicable Final Terms;

(ii) where Averaging is specified in the applicable Final Terms:

(a) if such Warrants are Call Warrants,

(the arithmetic mean of the Settlement Prices for all the Averaging Dates less Exercise Price) multiplied by, in the case of Debt Warrants only, the Nominal Amount;

(b) if such Warrants are Put Warrants,

(Exercise Price less the arithmetic mean of the Settlement Prices for all the Averaging Dates) multiplied by, in the case of Debt Warrants only, the Nominal Amount; and

(c) if such Warrants are not Call Warrants nor Put Warrants, settlement will be as specified in the applicable Final Terms.

Any amount determined pursuant to the above, if not an amount in the Settlement Currency, will be converted into the Settlement Currency at the Exchange Rate specified in the applicable Final Terms for the purposes of determining the Cash Settlement Amount. The Cash Settlement Amount will be rounded to the nearest two decimal places in the relevant Settlement Currency, 0.005 being rounded upwards, with Warrants exercised at the same time by the same Holder being aggregated for the purpose of determining the aggregate Cash Settlement Amounts payable in respect of such Warrants or Units, as the case may be.

(i) Exercise Rights in relation to Physical Delivery Warrants

If the Warrants are Physical Delivery Warrants, each such Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, entitles its Holder, upon due exercise and subject to certification as to non-U.S. beneficial ownership, to receive from the Issuer on the Settlement Date the Entitlement subject to payment of the relevant Exercise Price and any other sums payable. The method of delivery of the Entitlement is set out in the applicable Final Terms.

Warrants or Units, as the case may be, exercised at the same time by the same Holder will be aggregated for the purpose of determining the aggregate Entitlements in respect of such Warrants or Units, as the case may be, provided that the aggregate Entitlements in respect of the same Holder will be rounded down to the nearest whole unit of the Relevant Asset or each

of the Relevant Assets, as the case may be, in such manner as the Calculation Agent shall determine.

Following exercise of a Share Warrant which is a Physical Delivery Warrant, all dividends on the relevant Shares to be delivered will be payable to the party that would receive such dividend according to market practice for a sale of the Shares executed on the relevant Actual Exercise Date and to be delivered in the same manner as such relevant Shares. Any such dividends to be paid to a Holder will be paid to the account specified by the Holder in the relevant Exercise Notice as referred to in Condition 5(A)(2)(vi).

(ii) Settlement Disruption

If, following the exercise of Physical Delivery Warrants, in the opinion of the Calculation Agent, delivery of the Entitlement using the method of delivery specified in the applicable Final Terms is not practicable by reason of a Settlement Disruption Event (as defined below) having occurred and continuing on any Settlement Date, then such Settlement Date for such Warrants shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, provided that the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Warrant or Unit, as the case may be, by delivering the Entitlement using such other commercially reasonable manner as it may select and in such event the Settlement Date shall be such day as the Issuer deems appropriate in connection with delivery of the Entitlement in such other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Entitlement, the Settlement Date for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Settlement Date. In the event that a Settlement Disruption Event will result in the delivery on a Settlement Date of some but not all of the Relevant Assets comprising the Entitlement, the Calculation Agent shall determine in its discretion the appropriate pro rata portion of the Exercise Price to be paid by the relevant Holder in respect of that partial settlement. For so long as delivery of the Entitlement is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof, the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Warrant or Unit, as the case may be, by payment to the relevant Holder of the Disruption Cash Settlement Price (as defined below) on the third Business Day following the date that notice of such election is given to the Holders in accordance with Condition 10. Payment of the Disruption Cash Settlement Price will be made in such manner as shall be notified to the Holders in accordance with Condition 10. The Calculation Agent shall give notice as soon as practicable to the Holders in accordance with Condition 10 that a Settlement Disruption Event has occurred. No Holder shall be entitled to any payment in respect of the relevant Warrant or Unit, as the case may be, in the event of any delay in the delivery of the Entitlement due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer.

For the purposes hereof:

"Disruption Cash Settlement Price" means, in respect of any relevant Warrant or Unit, as the case may be, the fair market value of such Warrant or Unit, as the case may be (taking into account, where the Settlement Disruption Event affected some but not all of the Relevant Assets comprising the Entitlement and such non-affected Relevant Assets have been duly delivered as provided above, the value of such Relevant Assets), less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Issuer in its sole and absolute discretion, plus, if already paid, the Exercise Price (or, where as provided above some Relevant Assets have been delivered, and a pro rata portion thereof has been paid, such pro rata portion); and

"Settlement Disruption Event" means, in the opinion of the Calculation Agent, an event beyond the control of the Issuer as a result of which the Issuer cannot make delivery of the Relevant Asset(s) using the method specified in the applicable Final Terms.

(iii) Failure to Deliver due to Illiquidity

If "Failure to Deliver due to illiquidity" is specified as applicable in the applicable Final Terms and, following the exercise of Physical Delivery Warrants, in the opinion of the Calculation Agent, it is impossible or impracticable to deliver, when due, some or all of the Relevant Assets (the Affected Relevant Assets) comprising the Entitlement, where such failure to deliver is due to illiquidity in the market for the Relevant Assets (a Failure to Deliver), then

(a) subject as provided elsewhere in the Conditions, any Relevant Assets which are not Affected Relevant Assets, will be delivered on the originally designated Settlement Date in accordance with Condition 4(C)(i) and the Calculation Agent shall determine in its discretion the appropriate pro rata portion of the Exercise Price to be paid by the relevant Holder in respect of that partial settlement; and

(b) in respect of any Affected Relevant Assets, in lieu of physical settlement and notwithstanding any other provision hereof, the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Warrant or Unit, as the case may be, by payment to the relevant Holder of the Failure to Deliver Settlement Price (as defined below) on the third Business Day following the date that notice of such election is given to the Holders in accordance with Condition 10. Payment of the Failure to Deliver Settlement Price will be made in such manner as shall be notified to the Holders in accordance with Condition 10. The Calculation Agent shall give notice as soon as practicable to the Holders in accordance with Condition 10 that the provisions of this Condition 4(C)(iii) apply.

For the purposes hereof:

"Failure to Deliver Settlement Price" means, in respect of any relevant Warrant or Unit, as the case may be, the fair market value of such Warrant or Unit, as the case may be (taking into account, the Relevant Assets comprising the Entitlement which have been duly delivered as provided above), less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Issuer in its sole and absolute discretion, plus, if already paid, the Exercise Price (or, where as provided above some Relevant Assets have been delivered, and a pro rata portion thereof has been paid, such pro rata portion).

(D) Issuer's Option to Vary Settlement

If the applicable Final Terms indicate that the Issuer has an option to vary settlement in respect of the Warrants, upon a valid exercise of Warrants in accordance with these Terms and Conditions, the Issuer may at its sole and unfettered discretion in respect of each such Warrant or, if Units are specified in the applicable Final Terms, each Unit, elect not to pay the relevant Holders the Cash Settlement Amount or to deliver or procure delivery of the Entitlement to the relevant Holders, as the case may be, but, in lieu thereof to deliver or procure delivery of the Entitlement or make payment of the Cash Settlement Amount on the Settlement Date to the relevant Holders, as the case may be. Notification of such election will be given to Holders no later than 10.00 a.m. (London time) on the second Business Day following the Actual Exercise Date.

(E) General

In relation to any Warrants where Automatic Exercise is specified as applying in the applicable Final Terms, the expressions "exercise", "due exercise" and related expressions shall be construed to apply to any such Warrants which are automatically exercised in accordance with the above provisions.

None of the Issuer, the Calculation Agent and the Principal Agent shall have any responsibility for any errors or omissions in the calculation of any Cash Settlement Amount or of any Entitlement.

The purchase of Warrants does not confer on any Holder of such Warrants any rights (whether in respect of voting, distributions or otherwise) attaching to any Relevant Asset.

All references in this Condition to "Luxembourg or Brussels time" shall, where Warrants are cleared through an additional or alternative clearing system, be deemed to refer as appropriate to the time in the city where the relevant clearing system is located.

5. Exercise Procedure

Unless the applicable Final Terms specify that Monte Titoli is the relevant clearing system or specify that a clearing system other than Clearstream, Luxembourg, Euroclear or Monte Titoli is applicable (in which cases the relevant provisions on the exercise of the Warrants will be set out therein), the provision of this Condition 5 shall apply.

(A) Exercise Notice

Subject as provided in condition 4(A)(i), Warrants may only be exercised by the delivery, or the sending by tested telex (confirmed in writing), of a duly completed exercise notice (an Exercise Notice) in the form set out in the Agency Agreement (copies of which form may be obtained from Clearstream, Luxembourg, Euroclear and the Principal Agent) to Clearstream, Luxembourg or Euroclear, as the case may be, with a copy to the Principal Agent in accordance with the provisions set out in Condition 4 and this Condition.

(1) In the case of Cash Settled Warrants, the Exercise Notice shall:

(i) specify the series number of the Warrants and the number of Warrants being exercised and, if Units are specified in the applicable Final Terms, the number of Units being exercised;

(ii) specify the number of the Holder's account at Clearstream, Luxembourg or Euroclear, as the case may be, to be debited with the Warrants being exercised;

(iii) irrevocably instruct Clearstream, Luxembourg or Euroclear, as the case may be, to debit on or before the Settlement Date the Holder's account with the Warrants being exercised;

(iv) specify the number of the Holder's account at Clearstream, Luxembourg or Euroclear, as the case may be, to be credited with the Cash Settlement Amount (if any) for each Warrant or Unit, as the case may be, being exercised;

(v) include an undertaking to pay all taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties arising in connection with the exercise of such Warrants (the Exercise Expenses) and an authority to Clearstream, Luxembourg or Euroclear to deduct an amount in respect thereof from any Cash Settlement Amount due to such Holder and/or to debit a specified account of the Holder at Clearstream, Luxembourg or Euroclear, as the case may be, in respect thereof and to pay such Exercise Expenses;

(vi) certify, inter alia, that the beneficial owner of each Warrant being exercised is not a U.S. person (as defined in the Exercise Notice), the Warrant is not being exercised within the United States or on behalf of a U.S. person and no cash has been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with any exercise thereof; and

(vii) authorise the production of such certification in any applicable administrative or legal proceedings,

all as provided in the Agency Agreement.

(2) In the case of Physical Delivery Warrants, the Exercise Notice shall:

(i) specify the series number of the Warrants and the number of Warrants being exercised and, if Units are specified in the applicable Final Terms, the number of Units being exercised;

(ii) specify the number of the Holder's account at Clearstream, Luxembourg or Euroclear, as the case may be, to be debited with the Warrants being exercised;

(iii) irrevocably instruct Clearstream, Luxembourg or Euroclear, as the case may be, to debit on or before the Settlement Date the Holder's account with the Warrants being exercised;

(iv) irrevocably instruct Clearstream, Luxembourg or Euroclear, as the case may be, to debit on the Actual Exercise Date a specified account of the Holder with Clearstream, Luxembourg or Euroclear, as the case may be, with the aggregate Exercise Prices in respect of such Warrants or Units, as the case may be, (together with any other amounts payable);

(v) include an undertaking to pay all taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties arising from the exercise of such Warrants and/or the delivery or transfer of the Entitlement pursuant to the terms of such Warrants (the Exercise Expenses) and an authority to Clearstream, Luxembourg or Euroclear to debit a specified account of the Holder at Clearstream, Luxembourg or Euroclear, as the case may be, in respect thereof and to pay such Exercise Expenses;

(vi) include such details as are required by the applicable Final Terms for delivery of the Entitlement which may include account details and/or the

name and address of any person(s) into whose name evidence of the Entitlement is to be registered and/or any bank, broker or agent to whom documents evidencing the Entitlement are to be delivered and specify the name and the number of the Holder's account with Euroclear or Clearstream, Luxembourg, as the case may be, to be credited with any cash payable by the Issuer, either in respect of any cash amount constituting the Entitlement or any dividends relating to the Entitlement or as a result of the occurrence of a Settlement Disruption Event or a Failure to Deliver and the Issuer electing to pay the Disruption Cash Settlement Price or Failure to Deliver Cash Settlement Price, as applicable;

(vii) in the case of Currency Warrants only, specify the number of the Holder's account at Clearstream, Luxembourg or Euroclear, as the case may be, to be credited with the amount due upon exercise of the Warrants;

(viii) certify, inter alia, that the beneficial owner of each Warrant being exercised is not a U.S. person (as defined in the Exercise Notice), the Warrant is not being exercised within the United States or on behalf of a U.S. person and no cash has been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with any exercise thereof; and

(ix) authorise the production of such certification in any applicable administrative or legal proceedings,

all as provided in the Agency Agreement.

(3) If Condition 4(D) applies, the form of Exercise Notice required to be delivered will be different from that set out above and reasonably selected, from time to time, by the Issuer. Copies of such Exercise Notice may be obtained from Clearstream, Luxembourg, Euroclear and the Principal Agent during normal office hours.

(B) Verification of the Holder

Unless otherwise specified in the applicable Final Terms, upon receipt of an Exercise Notice, Clearstream, Luxembourg or Euroclear, as the case may be, shall verify that the person exercising the Warrants is the Holder thereof according to the books of Clearstream, Luxembourg or Euroclear, as the case may be. Subject thereto, Clearstream, Luxembourg or Euroclear, as the case may be, will confirm to the Principal Agent the series number and number of Warrants being exercised and the account details, if applicable, for the payment of the Cash Settlement Amount or, as the case may be, the details for the delivery of the Entitlement of each Warrant or Unit, as the case may be, being exercised. Upon receipt of such confirmation, the Principal Agent will inform the Issuer thereof. Clearstream, Luxembourg or Euroclear, as the case may be, will on or before the Settlement Date debit the account of the relevant Holder with the Warrants being exercised. If the Warrants are American Style Warrants, upon exercise of less than all the Warrants constituted by the Global Warrant, the Common Depositary will, on the instructions of, and on behalf of, the Principal Agent, note such exercise on the Schedule to the Global Warrant and the number of Warrants so constituted shall be reduced by the cancellation pro tanto of the Warrants so exercised.

(i) Cash Settled Warrants

The Issuer shall on the Settlement Date pay or cause to be paid the Cash Settlement Amount (if any) for each duly exercised Warrant or Unit, as the case may be, to the Holder's account specified in the relevant Exercise Notice for value on the Settlement Date less any Exercise Expenses.

(ii) Physical Delivery Warrants

Subject to payment of the aggregate Exercise Prices and payment of any Exercise Expenses with regard to the relevant Warrants or Units, as the case may be, the Issuer shall on the Settlement Date deliver, or procure the delivery of, the Entitlement for each duly exercised Warrant or Unit, as the case may be, pursuant to the details specified in the Exercise Notice. Subject as provided in Condition 4(C), the Entitlement shall be delivered and evidenced in such manner as set out in the applicable Final Terms.

(D) Determinations

Any determination as to whether an Exercise Notice is duly completed and in proper form shall be made by Clearstream, Luxembourg or Euroclear, as the case may be, in consultation with the Principal Agent, and shall be conclusive and binding on the Issuer, the Principal Agent and the relevant Holder. Subject as set out below, any Exercise Notice so determined to be incomplete or not in proper form, or which is not copied to the Principal Agent immediately after being delivered or sent to Clearstream, Luxembourg or Euroclear, as the case may be, as provided in paragraph (A) above, shall be null and void.

If such Exercise Notice is subsequently corrected to the satisfaction of Clearstream, Luxembourg or Euroclear, as the case may be, in consultation with the Principal Agent, it shall be deemed to be a new Exercise Notice submitted at the time such correction was delivered to Clearstream, Luxembourg or Euroclear, as the case may be, and the Principal Agent.

If Automatic Exercise is not specified as applying in the applicable Final Terms, any Warrant with respect to which the Exercise Notice has not been duly completed and delivered in the manner set out above by the cut-off time specified in Condition 4(A)(i), in the case of American Style Warrants, or Condition 4(A)(ii), in the case of European Style Warrants, shall become void.

Clearstream, Luxembourg or Euroclear, as the case may be, shall use its best efforts promptly to notify the Holder submitting an Exercise Notice if, in consultation with the Principal Agent, it has determined that such Exercise Notice is incomplete or not in proper form. In the absence of negligence or wilful misconduct on its part, none of the Issuer, the Principal Agent, Clearstream, Luxembourg or Euroclear shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to a Holder.

(E) Delivery of an Exercise Notice

Delivery of an Exercise Notice shall constitute an irrevocable election by the relevant Holder to exercise the Warrants specified. After the delivery of such Exercise Notice, such exercising Holder may not transfer such Warrants.

(F) Automatic Exercise

This paragraph only applies if Automatic Exercise is specified as applying in the applicable Final Terms and Warrants are automatically exercised as provided in Condition 4(A)(i) or Condition 4(A)(ii).

Unless otherwise specified in the applicable Final Terms, in order to receive the Cash Settlement Amount, if the Warrants are Cash Settled Warrants, or the Entitlement, if the Warrants are Physical Delivery Warrants, in respect of a Warrant, or if Units are specified in the applicable Final Terms, a Unit, as the case may be, the relevant Holder must deliver or send by tested telex (confirmed in writing) a duly completed Exercise Notice to Clearstream, Luxembourg or Euroclear, as the case may be, with a copy to the Principal Agent on any Business Day until not later than 10.00 a.m., Luxembourg or Brussels time (as appropriate), on the day (the Cut-off Date) falling 180 days after (i) the Expiration Date, in the case of American Style Warrants or (ii) the Actual Exercise Date, in the case of European Style Warrants. The Exercise Notice shall include the applicable information set out in the Exercise Notice referred to in Condition 5(A)(1), Condition 5(A)(2) or Condition 5(A)(3), as applicable. The Business Day during the period from the Expiration Date or the Actual Exercise Date, as the case may be, until the Cut-off Date on which an Exercise Notice is delivered to Clearstream, Luxembourg or Euroclear, as the case may be, and a copy thereof delivered to the Principal Agent is referred to in this Condition 5(F) as the "Exercise Notice Delivery Date", provided that, if the Exercise Notice is received by Clearstream, Luxembourg or Euroclear, as the case may be, or if the copy thereof is received by the Principal Agent, in each case, after 10.00 a.m., Luxembourg or Brussels time (as appropriate), on any Business Day, such Exercise Notice shall be deemed to have been delivered on the next Business Day, which Business Day shall be deemed to be the Exercise Notice Delivery Date.

Subject to the relevant Holder performing its obligations in respect of the relevant Warrant or Unit, as the case may be, in accordance with these Conditions, the Settlement Date for such Warrants or Units, as the case may be, shall be (i) in the case of Cash Settled Warrants, the third Business Day following the Exercise Notice Delivery Date and (ii) in the case of Physical Delivery Warrants and subject to Condition 5(C)(ii), the third Settlement Business Day following the Exercise Notice Delivery Date. In the event that a Holder does not so deliver an Exercise Notice in accordance with this Condition 5(F) prior to 10.00 a.m., Luxembourg or Brussels time (as appropriate), on the Cut-off Date, the Issuer's obligations in respect of such Warrants shall be discharged and no further liability in respect thereof shall attach to the Issuer.

Unless otherwise specified in the applicable Final Terms, if Monte Titoli is specified in the applicable Final Terms as the relevant clearing system, any Cash Settlement Amount shall be automatically credited to the bank account notified by the Holder to the bank with which the Warrants have been deposited.

(G) Exercise Risk

Exercise of the Warrants is subject to all applicable laws, regulations and practices in force on the relevant Exercise Date and none of the Issuer and the Principal Agent shall incur any liability whatsoever if it is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, regulations or practices. None of the Issuer and the Principal Agent shall under any circumstances be liable for any acts or defaults of Clearstream, Luxembourg or Euroclear in relation to the performance of its duties in relation to the Warrants.

6. Minimum and Maximum Number of Warrants Exercisable

(A) American Style Warrants

This paragraph (A) applies only to American Style Warrants.

(i) The number of Warrants exercisable by any Holder on any Actual Exercise Date or, in the case of Automatic Exercise, the number of Warrants held by any Holder on any Actual Exercise Date, in each case, as determined by the Issuer, must not be less than the Minimum Exercise Number specified in the applicable Final Terms and, if specified in the applicable Final Terms, if a number greater than the Minimum Exercise Number, must be an integral multiple of the number specified in the applicable Final Terms. Any Exercise Notice which purports to exercise Warrants in breach of this provision shall be void and of no effect.

(ii) If the Issuer determines that the number of Warrants being exercised on any Actual Exercise Date by any Holder or a group of Holders (whether or not acting in concert) exceeds the Maximum Exercise Number (a number equal to the Maximum Exercise Number being the Quota), the Issuer may deem the Actual Exercise Date for the first Quota of such Warrants, selected at the discretion of the Issuer, to be such day and the Actual Exercise Date for each additional Quota of such Warrants (and any remaining number thereof) to be each of the succeeding Exercise Business Days until all such Warrants have been attributed with an Actual Exercise Date, provided, however, that the deemed Actual Exercise Date for any such Warrants which would thereby fall after the Expiration Date shall fall on the Expiration Date. In any case where more than the Quota of Warrants are exercised on the same day by Xxxxxx(s), the order of settlement in respect of such Warrants shall be at the sole discretion of the Issuer.

(B) European Style Warrants

This paragraph (B) applies only to European Style Warrants.

The number of Warrants exercisable by any Holder on the Exercise Date, as determined by the Issuer, must be equal to the Minimum Exercise Number specified in the applicable Final Terms and, if specified in the applicable Final Terms, if a number greater than the Minimum Exercise Number, must be an integral multiple of the number specified in the applicable Final Terms. Any Exercise Notice which purports to exercise Warrants in breach of this provision shall be void and of no effect.

7. Illegality

If the Issuer determines that the performance of its obligations under the Warrants has become illegal in whole or in part for any reason, the Issuer may cancel the Warrants by giving notice to Holders in accordance with Condition 10.

Should any one or more of the provisions contained in these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not in any way be affected thereby.

If the Issuer cancels the Warrants then the Issuer will, if and to the extent permitted by applicable law, pay an amount to each Holder in respect of each Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, held by such Holder, which amount shall be the fair market value of a Warrant or Unit, as the case may be, notwithstanding such illegality less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements plus, if already paid by or on behalf of the Holder, the Exercise Price, all as determined by the Calculation Agent in its sole and absolute

discretion. Payment will be made in such manner as shall be notified to the Holders in accordance with Condition 10.

8. Purchases

The Issuer may, but is not obliged to, at any time purchase Warrants at any price in the open market or by tender or private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation.

9. Agents, Determinations, Meetings Provisions and Modifications

(A) Principal Agent

The specified office of the Principal Agent is as set out at the end of this Prospectus.

The Issuer reserves the right at any time to vary or terminate the appointment of the Principal Agent and to appoint further or additional Agents, provided that no termination of appointment of the Principal Agent shall become effective until a replacement Principal Agent shall have been appointed and provided that, so long as any of the Warrants are listed on a stock exchange, there shall be a Principal Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange. Notice of any termination of appointment and of any changes in the specified office of an Agent will be given to Holders in accordance with Condition 10. In acting under the Agency Agreement, an Agent acts solely as agent of the Issuer and does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the Warrants by an Agent shall (save in the case of manifest error) be final, conclusive and binding on the Issuer and the Holders.

(B) Calculation Agent

In relation to each issue of Warrants, the Calculation Agent (whether it be UniCredit Banca Mobiliare S.p.A. or another entity) acts solely as agent of the Issuer, does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders. All calculations and determinations made in respect of the Warrants by the Calculation Agent shall (save in the case of manifest error) be final, conclusive and binding on the Issuer and the Holders.

The Calculation Agent may, with the consent of the Issuer, delegate any of its obligations and functions to a third party as it deems appropriate.

Any determination made by the Issuer pursuant to these Terms and Conditions shall (save in the case of manifest error) be final, conclusive and binding on the Issuer and the Holders.

(D) Meetings of Holders

Meetings of the Holders will be convened from time to time to consider any matter affecting the interests of the Holders, including the sanctioning by Extraordinary Resolution (as defined below) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, or Holders holding not less than 5 per cent. (by number) of the Warrants for the time being remaining unexercised. The quorum at a

meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercised. A resolution will be an extraordinary resolution (the Extraordinary Resolution) when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 4 and Condition 5 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 4 and Condition 5 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously.

(E) Modifications

The Issuer may modify these Terms and Conditions and/or the Agency Agreement without the consent of the Holders in any manner which the Issuer may deem necessary or desirable provided that such modification is not materially prejudicial to the interests of the Holders or such modification is of a formal, minor or technical nature or to correct a manifest or proven error or to cure, correct or supplement any defective provision contained herein and/or therein. Notice of any such modification will be given to the Holders in accordance with Condition 10 but failure to give, or non-receipt of, such notice will not affect the validity of any such modification.

10. Notices

All notices to Holders shall be valid (i) if delivered and so long as the Warrants are held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear, to Clearstream, Luxembourg and Euroclear for communication by them to the Holders, (ii) if and so long as the Warrants are listed on a stock exchange, in accordance with the rules and regulations of the relevant stock exchange and (iii) as otherwise specified in the applicable Final Terms. If the Warrants are listed on the Luxembourg Stock Exchange, and so long as publication in a daily newspaper with general circulation in Luxembourg is required by the rules of the Luxembourg Stock Exchange, notices shall be published in the d'Wort or the Tageblatt. Any such notice shall be deemed to have been given on the second Business Day following such delivery or, if earlier, the date of such publication or, if published more than once, on the date of the first such publication.

11. Expenses and Taxation

(A) A Holder of Warrants must pay all Exercise Expenses relating to such Warrants as provided above.

(B) The Issuer shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, exercise or enforcement of any Warrant and all payments made by the Issuer shall be made subject to any such tax,

duty, withholding or other payment which may be required to be made, paid, withheld or deducted.

12. Further Issues

The Issuer shall be at liberty from time to time without the consent of Holders to create and issue further Warrants so as to be consolidated with and form a single series with the outstanding Warrants.

13. Substitution of Issuer

(A) The Issuer, shall be entitled at any time, without the consent of the Holders, to substitute any subsidiary or holding company of the Issuer or any subsidiary of any such holding company (the New Issuer) in place of the Issuer, as obligor in respect of the Warrants, provided that the New Issuer shall assume all obligations of the Issuer in relation to the Holders under or in relation to the Warrants. In the event of any such substitution, any reference in these Conditions to the Issuer shall be construed as a reference to the New Issuer and a supplement to this Prospectus (the Supplement) will be prepared and submitted to the Luxembourg Stock Exchange. Such substitution shall be promptly notified to the Holders in accordance with Condition 10. In connection with such right of substitution the Issuer shall not be obliged to have regard to the consequences of the exercise of such right for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and no Holder shall be entitled to claim from the Issuer or New Issuer any indemnification or payment in respect of any tax consequence of any such substitution upon such Holder.

(B) The Issuer shall be entitled at any time, without the consent of the Holders, to substitute any other entity (the New Entity) the identity of which shall be in the absolute discretion of the Issuer to act as issuer in respect of Warrants issued by it provided that the New Entity's long term unsecured, unsubordinated and unguaranteed debt obligations are rated at least the same as the current Issuer’s long term rating at the date on which the substitution is to take effect or the New Entity has an equivalent long term rating from another internationally recognised rating agency. In the event of any such substitution, any reference in the Terms and Conditions to the Issuer shall be construed as a reference to the New Entity. Such substitution shall be promptly notified to the Holders in accordance with Condition 10. In connection with such right of substitution, the Issuer shall not be obliged to have regard to the consequences of the exercise of such right for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and no Holder shall be entitled to claim from the Issuer or New Entity any indemnification or payment in respect of any tax or other consequence of any such substitution upon such Holder.

14. Governing Law and Jurisdiction

The Agency Agreement is governed by, and shall be construed in accordance with, English law. The Issuer irrevocably agrees for the exclusive benefit of each Holder that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Agency Agreement and that accordingly any suit, action or proceeding (together in this Condition referred to as Proceedings) arising out of or in connection with the Agency Agreement may be brought in such courts.

If Italian law is specified as the governing law of the Warrants in the applicable Final Terms, the Warrants are governed by, and shall be construed in accordance with, Italian law and the Issuer irrevocably agrees for the exclusive benefit of each Holder that the courts of Milan are

to have jurisdiction to settle any disputes which may arise out of or in connection with the Warrants and that accordingly any Proceedings arising out of or in connection with the Warrants may be brought in such courts, or, where the Holder of the Warrants falls within the definition of "consumer" pursuant to article 1469 bis of the Italian Civil Code, in the courts where the Holder of the Warrants has his residence or domicile.

If English law is specified as the governing law of the Warrants in the applicable Final Terms, the Warrants are governed by, and shall be construed in accordance with, English law and the Issuer irrevocably agrees for the exclusive benefit of each Holder that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Warrants and that accordingly any Proceedings arising out of or in connection with the Warrants may be brought in such courts.

The Issuer agrees that process in connection with Proceedings in the courts of England will be validly served on it if served upon UniCredito Italiano S.p.A., London branch at its offices at 00 Xxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, or if different its principal office for the time being in London.

Nothing contained in this Condition shall limit the right of any Holder to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.

15. Terms for Index Warrants, Share Warrants, Debt Warrants and Commodity Warrants

(A) Index Warrants

For the purposes of this Condition 15:

"Indices" and "Index" mean, subject to adjustment in accordance with this Condition 15(A), the indices or index specified in the applicable Final Terms and related expressions shall be construed accordingly; and

"Index Sponsor" means, in relation to an Index, the corporation or other entity that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any related to such Index and (b) announces (directly or through an agent) the level of such Index on a regular basis during each Scheduled Trading Day, which as of the Issue Date is the index sponsor specified for such Index in the applicable Final Terms.

(1) Market Disruption

"Market Disruption Event" means, in relation to Warrants relating to a single Index or Basket of Indices, in respect of an Index:

(a) the occurrence or existence at any time during the one hour period that ends at the Valuation Time:

(i) of any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise:

(A) on any relevant Exchange(s) relating to securities/commodities that comprise 20 per cent. or more of the level of the relevant Index; or

(B) in futures or options contracts relating to the relevant Index on any relevant Related Exchange;

(ii) of any event (other than an event described in (b) below) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (A) to effect transactions in, or obtain market values for, on any relevant Exchange(s) securities/commodities that comprise 20 per cent. or more of the level of the relevant Index, or (B) to effect transactions in, or obtain market values for, futures or options contracts relating to the relevant Index on any relevant Related Exchange,

which in either case the Calculation Agent determines is material; or

(b) the closure on any Exchange Business Day of any relevant Exchange(s) relating to securities/commodities that comprise 20 per cent. or more of the level of the relevant Index or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at least one hour prior to (A) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if earlier, (B) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day.

For the purposes of determining whether a Market Disruption Event in respect of an Index exists at any time, if a Market Disruption Event occurs in respect of a security/commodity included in the Index at any time, then the relevant percentage contribution of that security/commodity to the level of the Index shall be based on a comparison of (i) the portion of the level of the Index attributable to that security/commodity and (ii) the overall level of the Index, in each case immediately before the occurrence of such Market Disruption Event.

The Calculation Agent shall give notice as soon as practicable to the Holders in accordance with Condition 10 of the occurrence of a Disrupted Day on any day that, but for the occurrence of a Disrupted Day would have been an Averaging Date or a Valuation Date. A copy of such notice shall be sent to the Luxembourg Stock Exchange, if the Securities are listed in Luxembourg.

(2) Adjustments to an Index

(a) Successor Index Sponsor Calculates and Reports an Index

If a relevant Index is (i) not calculated and announced by the Index Sponsor but is calculated and announced by a successor sponsor acceptable to the Calculation Agent, or (ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of that Index, then in each case that index (the Successor Index) will be deemed to be the Index.

(b) Modification and Cessation of Calculation of an Index

If (i) on or prior to a Valuation Date or an Averaging Date the relevant Index Sponsor makes or announces that it will make a material change in the formula for or the method of calculating a relevant Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain that Index in the event of changes in constituent stock and capitalisation, contracts or

commodities and other routine events) (an Index Modification), or permanently cancels a relevant Index and no Successor Index exists (an Index Cancellation), or

(ii) on a Valuation Date or an Averaging Date the Index Sponsor or (if applicable) the Successor Index Sponsor fails to calculate and announce a relevant Index (an Index Disruption and, together with an Index Modification and an Index Calculation, each an Index Adjustment Event), then

(i) the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the Warrants and, if so, shall calculate the relevant Settlement Price using, in lieu of a published level for that Index, the level for that Index as at the Valuation Time on that Valuation Date or that Averaging Date, as the case may be, as determined by the Calculation Agent in accordance with the formula for and method of calculating that Index last in effect prior to the change, failure or cancellation, but using only those securities/commodities that comprised that Index immediately prior to that Index Adjustment Event; or

(ii) cancel the Warrants by giving notice to Holders in accordance with Condition 10. If the Warrants are so cancelled the Issuer will pay an amount to each Holder in respect of each Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, held by him which amount shall be the fair market value of a Warrant or a Unit, as the case may be, taking into account the Index Adjustment Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders in accordance with Condition 10.

The Calculation Agent shall, as soon as practicable, notify the Principal Agent of any determination made by it pursuant to paragraph (b) above and the action proposed to be taken in relation thereto and the Principal Agent shall make available for inspection by Holders copies of any such determinations. A copy of such notice shall be sent to the Luxembourg Stock Exchange, if the Securities are listed in Luxembourg.

(3) Correction of an Index

Unless otherwise specified in the applicable Final Terms, if the level of an Index published or announced on a given day and used or to be used by the Calculation Agent to calculate the value of the Index (the Original Determination) is subsequently corrected and the correction (the Corrected Level) published by the sponsor or the successor sponsor within 30 days of the original publication, then the Calculation Agent shall notify the Issuer of the Corrected Level as soon as reasonably practicable and shall, on the day of the publication of the Corrected Level (the Correction Publication Date), re-determine the value of the Index (the Replacement Determination) using the Corrected Level.

If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary, the Calculation Agent may adjust any relevant terms accordingly.

A notice of the above correction will be published in order to inform the investors.

(B) Share Warrants

For the purposes of this Condition 15:

"Basket Company" means a company whose shares are included in the Basket of Shares and "Basket Companies" means all such companies;

"Shares" and "Share" mean, subject to adjustment in accordance with this Condition 15(B), in the case of an issue of Warrants relating to a Basket of Shares, each share and, in the case of an issue of Warrants relating to a single Share, the share, specified in the applicable Final Terms and related expressions shall be construed accordingly; and

"Share Company" means, in the case of an issue of Warrants relating to a single Share, the company that has issued such share.

(1) Market Disruption

"Market Disruption Event" means, in relation to Warrants relating to a single Share or a Basket of Shares, in respect of a Share:

(a) the occurrence or existence any time during the one hour period that ends at the Valuation Time for such Share:

(A) relating to the Share on the Exchange; or

(B) in futures or options contracts relating to the Share on any relevant Related Exchange; or

(ii) of any event (other than as described in (b) below) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general (A) to effect transactions, in or obtain market values for, the Share on the Exchange or (B) to effect transactions in, or obtain market values for, futures or options contracts on or relating to the Share on any relevant Related Exchange,

which in either case the Calculation Agent determines is material; or

(b) the closure on any Exchange Business Day of the relevant Exchange or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at least one hour prior to (A) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if earlier, (B) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day.

(2) Potential Adjustment Events, Merger Event, Tender Offer, De-listing,

Nationalisation and Insolvency

(a) "Potential Adjustment Event" means any of the following:

a subdivision, consolidation or reclassification of relevant Shares (unless resulting in a Merger Event) or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;

a distribution, issue or dividend to existing holders of the relevant Shares of (a) such Shares or (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Basket Company or Share Company, as the case may be, equally or proportionately with such payments to holders of such Shares or (c) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Basket Company or Share Company as a result of a spin-off or other similar transaction or (d) any other type of securities, rights or warrants or other assets, in any case for payment (in cash or in other consideration) at less than the prevailing market price as determined by the Calculation Agent;

an extraordinary dividend as determined by the Calculation Agent;

a call by a Basket Company or Share Company, as the case may be, in respect of relevant Shares that are not fully paid;

a repurchase by the Basket Company or Share Company, as the case may be, of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

in respect of a Basket Company or Share Company, as the case may be, an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of such Basket Company or Share Company, as the case may be, pursuant to a shareholder rights plan or arrangement directed against hostile take-overs that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or

any other event having, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the relevant Shares.

Following the declaration by the Basket Company or Share Company, as the case may be, of the terms of any Potential Adjustment Event, the Calculation Agent will, in its sole and absolute discretion, determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Shares and, if so, will (i) make the corresponding adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Share) and (ii)

determine the effective date of that adjustment. The Calculation Agent may, but need not, determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by an options exchange to options on the Shares traded on that options exchange.

Upon the making of any such adjustment by the Calculation Agent, the Calculation Agent shall give notice as soon as practicable to the Holders in accordance with Condition 10, stating the adjustment to any Relevant Asset and/or the Entitlement and/or the Exercise Price and/or the Multiplier and/or any of the other terms of these Terms and Conditions and/or the applicable Final Terms and giving brief details of the Potential Adjustment Event.

(b) "De-Listing" means, in respect of any relevant Shares, the Exchange announces that pursuant to the rules of such Exchange, such Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in a member state of the European Union).

"Insolvency" means that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Basket Company or Share Company, as the case may be, (i) all the Shares of that Basket Company or Share Company, as the case may be, are required to be transferred to a trustee, liquidator or other similar official or (ii) holders of the Shares of that Basket Company or Share Company, as the case may be, become legally prohibited from transferring them.

"Merger Date" means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

"Merger Event" means, in respect of any relevant Shares, any (i) reclassification or change of such Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of a Basket Company or Share Company, as the case may be, with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such Basket Company or Share Company, as the case may be, is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding), (iii) take-over offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares of the Basket Company or Share Company, as the case may be, that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Basket Company or its subsidiaries or the Share Company or its subsidiaries, as the case may be, with or into another entity in which the Basket Company or Share Company, as the case may be, is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event, in each case if the Merger Date is on or before (a) in the case of Cash Settled Warrants, the last occurring Valuation Date or

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AVVISO n.13875 26 Settembre 2006 SeDeX − PLAIN VANILLA

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