Obligation Fiat 0% ( XS0253995368 ) en EUR

Fiat

100 % ⇌

Italie

XS0253995368 ( en EUR )

04/05/2011 - Obligation échue

Prospectus brochure de l'obligation Fiat XS0253995368 en EUR 0%, échue

L'Obligation émise par Fiat ( Italie ) , en EUR, avec le code ISIN XS0253995368, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/05/2011

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS OR ADDRESSEES
OUTSIDE OF THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Final Terms, the Base
Prospectus Supplement and the Base Prospectus following this page, and you are therefore advised to read this carefully before
reading, accessing or making any other use of the Preliminary Final Terms, the Base Prospectus Supplement and the Base
Prospectus. In accessing the Preliminary Final Terms, the Base Prospectus Supplement and the Base Prospectus you agree to
be bound by the following terms and conditions, including any modifications to them any time you receive any information
from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT, BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ``SECURITIES ACT''), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PRELIMINARY FINAL TERMS, BASE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS
MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN
ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT
IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view these Preliminary Final Terms, the Base Prospectus
Supplement and the Base Prospectus or make an investment decision with respect to the securities, you must be a non-U.S.
persons (within the meaning of Regulation S under the Securities Act). The Preliminary Final Terms, the Base Prospectus
Supplement and the Base Prospectus are being sent at your request and by accepting the e-mail and accessing the Preliminary
Final Terms, the Base Prospectus Supplement and the Base Prospectus you shall be deemed to have represented to us that (1)
you and any customers you represent are not a U.S. person and that the electronic mail address that you gave us and to which
this e-mail has been delivered is not located in the U.S., its territories and possessions and (2) you consent to delivery of such
Final Terms by electronic transmission.
Under no circumstances shall the Preliminary Final Terms, the Base Prospectus Supplement and the Base Prospectus constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful. Recipients of the Preliminary Final Terms, the Base Prospectus Supplement
and the Base Prospectus who intend to subscribe for or purchase the Notes are reminded that any subscription or purchase
may only be made on the basis of the information contained in the finalized Final Terms. The Preliminary Final Terms, the
Base Prospectus Supplement and the Base Prospectus may only be communicated to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to Fiat Finance and Trade
Ltd. société anonyme or Fiat S.p.A.
You are reminded that the Preliminary Final Terms, the Base Prospectus Supplement and the Base Prospectus have been
delivered to you on the basis that you are a person into whose possession the Preliminary Final Terms, the Base Prospectus
Supplement and the Base Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the Preliminary Final Terms, the Base Prospectus Supplement and
the Base Prospectus to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in
any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a
licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that
jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of Fiat Finance and Trade
Ltd. société anonyme in such jurisdiction.
The Preliminary Final Terms, the Base Prospectus Supplement and the Base Prospectus has been sent to you in an electronic
form. You are reminded that documents transmitted via this medium may be altered or changed during the process of
electronic transmission and consequently none of Fiat S.p.A., Fiat Finance and Trade Ltd. société anonyme, Credit Suisse
Securities (Europe) Limited, Goldman Sachs International, Banca Caboto S.p.A., Société Générale, Banca Nazionale del
Lavoro S.p.A., CALYON, Capitalia S.p.A. or any person who controls it or any director, officer, employee or agent of it or
affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the
Preliminary Final Terms, the Base Prospectus Supplement and the Base Prospectus distributed to you in electronic format and
the hard copy version available to you on request from Credit Suisse Securities (Europe) Limited, Goldman Sachs
International, Banca Caboto S.p.A., Société Générale, Banca Nazionale del Lavoro S.p.A., CALYON and Capitalia S.p.A.

PRELIMINARY FINAL TERMS DATED 4 MAY 2006
Proposed issue of [1,000,000,000] · per cent. Fixed Rate notes due 2011
by
Fiat Finance and Trade Ltd.
société anonyme
(Registre de Commerce et des Sociétés de Luxembourg No. B-59500,
incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg
erms are an advertisement and do not comprise a
13, rue Aldringen, L-1118 Luxembourg)
unconditionally and irrevocably guaranteed by
Fiat S.p.A.
(Incorporated as a Società per Azioni under the laws of the Republic of Italy)
s do not constitute an offer to sell or the solicitation of an offer to
ublic of Ireland.
erm
se Preliminary Final T
under the 15,000,000,000 Global Medium Term Note Programme
Under the Global Medium Term Note Programme (the Programme) described in the Base Prospectus dated 13 April 2006
(the Base Prospectus), as supplemented by the Base Prospectus Supplement dated 4 May 2006 (the Base Prospectus
Supplement), each attached hereto, Fiat Finance and Trade Ltd. société anonyme (the Issuer) (and the other issuers under the
Programme), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes
guaranteed by Fiat S.p.A. (the Guarantor) on the terms described in the Base Prospectus, as supplemented by final terms (each
a Final Terms) setting out the specific terms of each issue. The aggregate nominal amount of notes issued under the
Programme outstanding will not at any time exceed 15,000,000,000 (or the equivalent in other currencies). Terms used in
these Preliminary Final Terms shall have the meaning given to them in the Base Prospectus which constitutes a base prospectus
for the purposes of Directive 2003/71/EC (the Prospectus Directive).
This document constitutes the Preliminary Final Terms applicable to the issue by the Issuer of the [1,000,000,000] · per cent.
Fixed Rate Notes due 2011 (the Notes) described herein and must be read in conjunction with such Base Prospectus.
Information on the Issuer, the Guarantor and the offer of the Notes should only be read on the basis of the combination of
these Preliminary Final Terms and the Base Prospectus, as supplemented.
Application will be made to the Irish Financial Services Regulatory Authority to have the Notes admitted to the Official List
, solicitation or sale would be unlawful. The
of the Irish Stock Exchange Limited (the Irish Stock Exchange) and for the Notes to be admitted to trading on the regulated
market of the Irish Stock Exchange.
Factors which may affect the ability of the Issuer or the Guarantor, as the case may be, to fulfill their respective obligations
under the Notes and factors which are material for the purpose of assessing the market risks associated with the Notes are
set out on pages 12 to 19 of the Base Prospectus.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, (THE ``SECURITIES ACT''), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO,
OR FOR THE BENEFIT OF, U.S. PERSONS UNLESS THE NOTES ARE REGISTERED UNDER THE SERCURITES ACT
OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.
erms is subject to completion and amendment. These Preliminary Final T
The Notes will be in such denominations as specified in the completed Final Terms. The Notes will initially be represented by
a temporary global note (the Temporary Global Note), without interest coupons (Coupons), which will be deposited with a
common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking,
société anonyme (Clearstream, Luxembourg) on the Issue Date. Interests in the Temporary Global Note will be exchangeable
for interests in a permanent global note (the Permanent Global Note) and, together with the Temporary Global Note, the
Global Notes), without Coupons, on or about · 2006 (the Exchange Date), upon certification as to non-U.S. beneficial
ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes, with Coupons attached, only
in certain limited circumstances as described in the Global Notes.
JOINT BOOK-RUNNING LEAD MANAGERS
CREDIT SUISSE
GOLDMAN SACHS
CABOTO
SOCIETE GENERALE
INTERNATIONAL
Corporate & Investment Banking
CO-MANAGERS
BANCA NAZIONALE DEL LAVORO S.p.A.
CALYON - Corporate and
CAPITALIA S.p.A.
Investment Bank
The information contained in these Preliminary Final T
buy nor may there be any sale of the Notes in any jurisdiction in which such offer
prospectus for the purposes of EU Directive 2003/71/EC and/or the Prospectus (Directive 2003/71/EC) Regulations 2005 of the Rep

11 May 2006
FINAL TERMS
FIAT FINANCE AND TRADE LTD. société anonyme
13, rue Aldringen, L-1118 Luxembourg
Luxembourg Register of Commerce and Companies No. B-59,500
Issue of [1,000,000,000] · per cent. Fixed Rate Notes due 2011
Unconditionally and Irrevocably Guaranteed by Fiat S.p.A.
under the 15,000,000,000
Global Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Base Prospectus dated 13 April 2006, as supplemented by a base prospectus supplement dated 4 May 2006
(the Base Prospectus) which constitutes a base prospectus for the purposes of the Prospectus Directive
(Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction
with such Base Prospectus. Full information on the Issuer and the Guarantor and the offer of the Notes is
only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base
Prospectus is available for viewing at www.fiatgroup.com. and copies may be obtained from the Issuer at
its registered office.
1.
(i)
Issuer:
Fiat Finance and Trade Ltd. société anonyme
(ii)
Guarantor: Fiat
S.p.A.
2.
(i)
Series Number:
123CS
(ii)
Tranche Number:
1
3.
Specified Currency or Currencies:
Euro ()
4.
Aggregate Nominal Amount:
(a)
Series
[1,000,000,000]
(b)
Tranche:
[1,000,000,000]
5.
Issue Price of Tranche:
· per cent. of the Aggregate Nominal Amount
6.
Specified Denominations:
50,000
7.
(i)
Issue Date:
12 May 2006
(ii)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
15 November 2011
9.
Interest Basis:
· per cent. Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
12.
Put/Call Options:
Issuer Call. See item 20 below
13.
Listing: Ireland
1

FINAL TERMS
14.
Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
· per cent. per annum payable semi annually in arrear
(ii)
Interest Payment Date(s):
12 November and 12 May in each year provided that
the final Interest Payment Date shall be the Maturity
Date
(iii)
Fixed Coupon Amount(s):
· per 50,000 in nominal amount except that, in
relation to the final Fixed Interest Period, the Fixed
Coupon Amount shall be · per 50,000 in nominal
amount
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
30/360
(vi)
Determination Date(s):
Not Applicable
(vii)
Other terms relating to the
None
method of calculating interest
for Fixed Rate Notes:
16.
Floating Rate Note Provisions:
Not Applicable
17.
Zero Coupon Note Provisions:
Not Applicable
18.
Index Linked Interest Provisions:
Not Applicable
19.
Dual Currency Interest Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20.
Issuer Call
Applicable
(i)
Optional Redemption Date(s):
Any date during the period from (and including) the
Issue Date to (but excluding) the Maturity Date
(ii)
Optional Redemption
As set out in Condition 7(c)
Amount(s) and method, if any,
of calculation of such
amount(s):
(iii)
If redeemable in part:
Applicable
(iv)
Notice period (if other than as
As set out in the Conditions
set out in the Conditions):
21.
Investor Put
Not Applicable
22.
Final Redemption Amount:
· per Note of 50,000 Specified Denomination
2

FINAL TERMS
23.
Early Redemption Amount of each
As set out in the Conditions
note payable on redemption for
taxation reasons or on event of
default and/or the method of
calculating the same (if required or if
different from that set out in
Condition 7(e)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes:
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for Definitive Notes only upon an Exchange Event.
25.
Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment
Dates:
26.
Talons for future Coupons or Receipts
No
to be attached to Definitive Bearer
Notes (and dates on which such
Talons mature):
27.
Details relating to Partly Paid Notes:
Not Applicable
amount of each payment comprising
the Issue Price and date on which each
payment is to be made and
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
late payment:
28.
Details relating to Instalment Notes:
Not Applicable
(a)
Instalment Amount(s):
Not Applicable
(b)
Instalment Date(s):
Not Applicable
29.
Redenomination applicable:
Redenomination not applicable
30.
Other final terms:
Not Applicable
DISTRIBUTION
31.
(a)
If syndicated, name of Managers:
Credit Suisse Securities (Europe) Limited
Goldman Sachs International
Banca Caboto S.p.A.
Société Générale
Banca Nazionale del Lavoro S.p.A.
CALYON
Capitalia S.p.A.
(b)
Stabilising Managers:
Credit Suisse Securities (Europe) Limited
Goldman Sachs International
32.
If non-syndicated, name of relevant Dealer:
Not Applicable
3

FINAL TERMS
33.
Whether TEFRA D or TEFRA C rules
TEFRA D
applicable or TEFRA rules not
applicable:
34.
Additional selling restrictions:
Republic of Italy
Each Manager has represented that it has not offered,
sold or delivered any Notes or distributed copies of
the Base Prospectus or any other document relating to
the Notes in the Republic of Italy and will not offer,
sell or deliver any Notes or distribute copies of the
Base Prospectus or any other document relating to the
Notes in the Republic of Italy other than to
professional investors (operatori qualificati), as
defined in Article 31, second paragraph, of CONSOB
Regulation No. 11522 of 1 July, 1998, as amended.
Any offer, sale or delivery of the Notes or distribution
of copies of the Base Prospectus or any other
document relating to the Notes in the Republic of
Italy must be (a) made by an investment firm, bank or
financial intermediary permitted to conduct such
activities in the Republic of Italy in accordance with
the Legislative Decree No. 58 of February 24, 1998
(Financial Services Act) and Legislative Decree No.
385 of 1 September, 1993 (the Banking Act); (b) in
compliance with Article 129 of the Banking Act and
the implementing guidelines of the Bank of Italy; and
(c) in compliance with any other applicable laws and
regulations.
In any case the Notes shall not be placed, sold or
offered either in the primary or the secondary market
to individuals residing in Italy.
LISTING AND ADMISSION TO TRADING APPLICATION
This Final Terms comprises the final terms required to list and have admitted to trading the issue of Notes
described herein pursuant to the 15,000,000,000 Global Medium Term Note Programme of Fiat Finance
and Trade Ltd. société anonyme.
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
Signed on behalf of the Guarantor:
By: ....................................................
By: ............................................
Duly authorised
Duly authorised
4

FINAL TERMS
PART B - OTHER INFORMATION
1.
LISTING
(i)
Listing: Ireland
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on the regulated market of the
Irish Stock Exchange Limited with effect from 12 May
2006
(iii)
Estimate of total expenses related to
500
admission to trading:
2.
RATINGS
Ratings:
The Notes to be issued have been rated:
S&P:
BB-
Moody's
Ba3
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer.
4.
YIELD
Indication of yield:
[ ]
The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.
5.
OPERATIONAL INFORMATION
(i)
ISIN Code:
XS02·
(ii)
Common Code:
·
(iii)
Any clearing system(s) other than
Not Applicable
Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme and the relevant
identification number(s):
(iv)
Delivery:
Delivery against payment
(v)
Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):
5

Base Prospectus Supplement dated 4 May 2006 to the Base Prospectus dated 13 April 2006
Fiat Finance and Trade Ltd.
société anonyme
(13, rue Aldringen, L-1118 Luxembourg,
Registre de Commerce et des Sociétés de Luxembourg No. B-59500,
incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg)
Fiat Finance Canada Ltd.
(Incorporated with limited liability under the laws of the province of Alberta, Canada)
Fiat Finance North America, Inc.
(Incorporated under the laws of the State of Delaware)
15,000,000,000
Global Medium Term Note Programme
unconditionally and irrevocably guaranteed by
Fiat S.p.A.
(Incorporated as a Società per Azioni under the laws of the Republic of Italy)
This base prospectus supplement (the Supplement) to the Base Prospectus dated 13 April 2006 (the Base Prospectus),
which comprises a base prospectus in respect of the 15,000,000,000 Global Medium Term Note Programme (the
Programme) of Fiat Finance and Trade Ltd. société anonyme, Fiat Finance Canada Ltd. and Fiat Finance North
America, Inc. (each an Issuer and together the Issuers) and guaranteed by Fiat S.p.A. (the Guarantor), comprises a base
prospectus supplement for the purposes of the Prospectus (Directive 2003/71/EC) Regulations, 2005 (the Regulations)
and is prepared in connection with the Programme. Application has been made to the Irish Financial Services
Regulatory Authority, as competent authority under the Regulations, for the Supplement to be approved.
Terms defined in the Base Prospectus have the same meaning when used in this Supplement. The Supplement is
supplemental to, and shall be read in conjunction with, the Base Prospectus and any other base prospectus supplements
to the Base Prospectus.
The Guarantor accepts responsibility for the information contained in the Supplement. To the best of the knowledge
of the Guarantor, the information in the Supplement is in accordance with the facts and does not omit anything likely
to affect the importance of such information. Each of the Issuers accepts responsibility only for the information
contained in the Supplement relating to itself. To the best of the knowledge of each of the Issuers, the information
contained in those parts of the Supplement relating to such Issuer is in accordance with the facts and does not omit
anything likely to affect the importance of such information.
On 3 May 2006 the Guarantor published its Quarterly Report for the first quarter of 2006 which includes its unaudited
consolidated financial statements as at and for the three months ended 31 March 2006. Copies of such document have
been filed with the Irish Stock Exchange and with the Irish Financial Services Regulatory Authority and, by virtue of
this Supplement, such financial statements are incorporated in, and form part of, the Base Prospectus. Copies of all
documents incorporated by reference in the Base Prospectus can be obtained from the Issuers and the Guarantor and
are available on the Guarantor's website at www.fiatgroup.com.
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement
incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in, or incorporated
by reference in, the Base Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Supplement, no significant new factor, material mistake or inaccuracy relating to the
information included in the Base Prospectus which is capable of affecting the assessment of Notes issued under the
Programme has arisen or been noted, as the case may be, since the publication of the Base Prospectus.

BASE PROSPECTUS
Fiat Finance and Trade Ltd.
société anonyme
(Registre de Commerce et des Sociétés de Luxembourg No. B-59500,
incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg)
Fiat Finance Canada Ltd.
(Incorporated with limited liability under the laws of the Province of Alberta, Canada)
Fiat Finance North America, Inc.
(Incorporated under the laws of the State of Delaware)
15,000,000,000
Global Medium Term Note Programme
unconditionally and irrevocably guaranteed by
Fiat S.p.A.
(incorporated as a Società per Azioni under the laws of the Republic of Italy)
Under this 15,000,000,000 Global Medium Term Note Programme (the "Programme'') described in this base prospectus ("the Base
Prospectus"), Fiat Finance and Trade Ltd. société anonyme ("FFT"), Fiat Finance Canada Ltd. ("FFC") and Fiat Finance North America, Inc.
("FFNA") (each an "Issuer" and together, the "Issuers") may from time to time issue notes (the "Notes'') denominated in any currency agreed
between the relevant Issuer and the relevant Dealer (each as defined below). The payments of all amounts due in respect of Notes will be
unconditionally and irrevocably guaranteed by Fiat S.p.A. ("Fiat" or the "Guarantor'').
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see, "Risk Factors".
Application has been made to the Irish Financial Services Regulatory Authority (the "IFSRA"), as competent authority under the Prospectus
Directive, for the Base Prospectus to be approved. Such approval relates only to the Notes which are to be admitted to trading on the Regulated
Market (as defined below) or other regulated market for the purposes of Directive 93/22/EEC or which are to be offered to the public in any
member state of the European Economic Area. There can be no assurance that any such admission to trading will be obtained. Application has
been made to the Irish Stock Exchange Limited (the "Irish Stock Exchange") for Notes issued under the Programme during the 12 months from
the date of the Base Prospectus to be admitted to the Official List and to be listed on the Regulated Market of the Irish Stock Exchange. References
in the Base Prospectus to "Irish Stock Exchange" (and all related references) shall mean the Regulated Market. In addition, references in the Base
Prospectus to the Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on and are listed on
the Irish Stock Exchange or, as the case may be, an FIMD Regulated Market (as defined below). The Regulated Market of the Irish Stock
Exchange is a regulated market for the purposes of Directive 93/22/EEC (the "Financial Instrument Markets Directive") and each such regulated
market being an "FIMD Regulated Market". This document may be used to list Notes on the regulated market of the Irish Stock Exchange (the
"Regulated Market") pursuant to the Programme. The Programme provides that Notes may be listed on such other or further stock exchange(s)
as may be agreed between the relevant Issuer, the Guarantor and the relevant Dealer. Each Issuer may also issue unlisted Notes. The maximum
aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed Euro 15,000,000,000 (or its
equivalent in other currencies, subject to increase as provided herein). The Notes will be issued in such denominations as may be agreed between
the relevant Issuer and the relevant Dealer(s) and as specified in the applicable Final Terms, save that the minimum denomination of each Note
will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency and save that the minimum denomination of each Note admitted to trading on a regulated market
situated or operating within the European Economic Area (the "EEA") and/or offered to the public in an EEA State in circumstances which require
the publication of a prospectus under the Prospectus Directive will be 50,000 (or, if the Notes are denominated in a currency other than euro,
the equivalent amount in such currency).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be
set out in final terms (the "Final Terms") which, with respect to Notes to be listed on the Irish Stock Exchange, will be delivered to the IFSRA
on or before the date of issue of the Notes of such Tranche. Copies of the Final Terms relating to Notes which are listed on the Irish Stock
Exchange or offered in circumstances which require a prospectus to be published will be available free of charge, at the registered office of each
Issuer and the Guarantor.
Arranger
UBS Investment Bank
Dealers
ABN AMRO
Banca Nazionale del Lavoro S.p.A.
Banca IMI
Barclays Capital
BNP PARIBAS
Caboto
Calyon Corporate and Investment Bank
Capitalia S.p.A.
Citigroup
Credit Suisse
Deutsche Bank
Goldman Sachs International
Mediobanca
Merrill Lynch International
Morgan Stanley
Société Générale Corporate & Investment Banking
TD Securities
UBM UniCredit Banca Mobiliare
UBS Investment Bank
The date of the Base Prospectus is 13 April, 2006

The Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC
(the "Prospectus Directive").
The Guarantor accepts responsibility for the information contained in the Base Prospectus . To the best of
the knowledge of the Guarantor, the information in the Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the importance of such information. Each of the Issuers accepts
responsibility only for the information contained in such Base Prospectus relating to itself. To the best of
the knowledge of each of the Issuers, the information contained in those parts of the Base Prospectus
relating to such Issuer is in accordance with the facts and does not omit anything likely to affect the
importance of such information.
Copies of Final terms will be available from the registered office of each Issuer and the specified office set
out below of each of the Paying Agents (as defined below).
Each of the Issuers and the Guarantor has confirmed to the Dealers that the statements contained in
the Base Prospectus (including all documents which are incorporated by reference herein see "Documents
Incorporated by Reference'') relating (in the case of each Issuer) to such Issuer and (in the case of the
Guarantor) to such Issuer and the Guarantor are in every material respect true and accurate and not
misleading; any opinions, predictions or intentions expressed in the Base Prospectus on the part of any
Issuer or the Guarantor (as the case may be) are honestly held or made and are not misleading in any
material respect; the Base Prospectus do not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in such context) not misleading in any material respect;
and all proper enquiries have been made to ascertain and to verify the foregoing.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of
the Programme'' and any additional Dealer appointed under the Programme from time to time by the
Issuers (each a "Dealer'' and together the "Dealers''), which appointment may be for a specific issue or on
an ongoing basis.
References in the Base Prospectus to the "relevant Dealer'' shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
References in the Base Prospectus to the "relevant Issuer" shall, in relation to an issue of Notes, be to the
Issuer of such Notes.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the
"Securities Act'') and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons
unless the Notes are registered under the Securities Act or an exemption from the registration requirements
of the Securities Act is available. See "Form of the Notes'' for a description of the manner in which Notes
will be issued. Registered Notes (as defined under "Form of the Notes") are subject to certain restrictions
on transfer, see "Subscription and Sale and Transfer and Selling Restrictions''.
The Base Prospectus are to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference'' below). The Base Prospectus shall be read
and construed on the basis that such documents are incorporated and form part of the Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in
the Base Prospectus or any other information provided by any Issuer or the Guarantor in connection with
the Programme.
No Dealer accepts any liability in relation to the information contained or incorporated by reference in the
Base Prospectus or any other information provided by any Issuer or the Guarantor in connection with the
Programme.
No person is or has been authorised by any Issuer to give any information or to make any representation
not contained in or not consistent with the Base Prospectus or any other information supplied in connection
with the Programme or the Notes and, if given or made, such information or representation must not be
relied upon as having been authorised by any Issuer or the Guarantor or any of the Dealers.
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