Torino, Milano, 23 September 2010 – Intesa Sanpaolo has launched today a €1 billion Tier 1 Hybrid Instrument targeted at international markets.

It is a perpetual instrument redeemable by the Issuer starting from the 10th year after the issue date.
The instrument will be redeemable at the option of the Issuer after five years from the relevant issue date, if the implementation of the new CRDII Directive so allows, and on each interest payment date falling in the subsequent fifth year (each a “reset date”).

The Issuer will pay a 9.5% fixed rate coupon payable in arrear on 1 June of each year from and including 1 June 2011 up to and including 1 June 2016 (first short coupon from and including 1 October 2010 up to but excluding 1 June 2011).
The coupon is equal to the five-year midswap rate calculated on the issue date, plus an additional margin of 757 basis points. Such margin is fixed for the total life of the Notes.
In case the early redemption option scheduled for 1 June 2016 and next reset date is not exercised, a new fixed-rate coupon will be calculated by adding the initial spread to the five-year midswap rate to be determined on the refixing date.
The new annual coupon calculated on the basis of the above criteria will remain fixed for the next five years (until the next reset date).

In addition to the above mentioned five-year call options, in case 75% or more of the amount of the Notes is no longer eligible to qualify as regulatory Tier 1 capital for the issuer, the issuer may early redeem the notes at 102% of their principal amount starting from 1 January 2013 (“Regulatory Call”).

The re-offer price is 100%.

Settlement is due on or about 1 October 2010.

Minimum denomination of the bond issue is Euro 50 thousand and multiple.

The bond is not offered to the Italian retail market; it is distributed to international institutional investors and financial institutions. It will be listed on the Luxembourg Stock Exchange and, as usual, traded in the Over-the-counter.

Banca IMI, BofA Merrill Lynch, HSBC, Morgan Stanley and Société Générale act as joint lead managers for the placement of the bond.

The ratings assigned to Intesa Sanpaolo’s senior long-term debt are: Aa2 by Moody’s, A+ by Standard & Poor’s and AA- by Fitch.

This communication does not constitute an offer or an invitation to subscribe for or purchase any securities.  The securities have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act").  The securities may not be offered, sold or delivered within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) as part of their initial offering.  The securities may be initially offered and sold only outside the United States in reliance on Regulation S under the Securities Act and subsequent resales may be made only in accordance with applicable law. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.

This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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