Società di cartolarizzazione dei crediti INPS

Società di cartolarizzazione dei crediti INPS - S.C.C.I. S.p.A. (incorporated with limited liability under the laws of the Republic of Italy)

€1,925,000,000 Series 7A Asset-Backed Floating Rate Notes due 2016 €1,575,000,000 Series 9 Asset-Backed Floating Rate Notes due 2018 €1,500,000,000 Series 10 Asset-Backed Floating Rate Notes due 2019

(Issue Price: 100 per cent)

Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF "), which is the Luxembourg competent au thority for the purpose of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in Luxembourg, for approval of this prospectus (the "Prospectus") as a prospectus issued in compliance with the Prospectus Directive and relevan t implementing measures in Luxembourg for the purposes of giving information with regard to the issue by Società di cartolarizzazione dei crediti INPS - S.C.C.I. S.p.A. (the "Issuer") of €1,925,000,000 Series 7A Asset-Backed Floating Rate Notes due 2016 (the "Series 7A Notes"), €1,575,000,000 Series 9 Asset-Backed Floating Rate Notes due 2018 (the "Series 9 Notes") and €1,500,000,000 Series 10 Asset -Backed Floating Rate Notes due 2019 (the "Series 10 Notes", and, together with the Series 7A Notes and the Series 9 Notes, the "New Notes") on or about 6 December 2005 or such other date as the Issuer and Lead Managers agree (the "New Issue Date"). Application has been made for the New Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange.

On 29 November 1999 (the "First Portfolio Issue Date"), the Issuer issued €1,550,000,000 Series 1 Asset-Backed Floating Rate Notes due 2002 (the "Series 1 Notes"), €1,550,000,000 Series 2 Asset -Backed Floating Rate Notes due 2004 (the "Series 2 Notes") and €1,550,000,000 Series 3 Asset -Backed Floating Rate Notes due 2008 (the "Series 3 Notes " and, together with the Series 1 Notes and the Series 2 Notes, the "First Portfolio Notes "). On 31 May 2001 (the "Second Portfolio Issue Date"), the Issuer issued €1,710,000,000 Series 4 Asset -Backed Floating Rate Notes due 2008 (the "Second Portfolio Notes" or the "Series 4 Notes"). On 18 July 2002 (the "Third Portfolio Issue Date"), the Issuer issued €1,500,000,000 Series 5 Asset-Backed Floating Rate Notes due 2010 (the "Series 5 Notes") and €1,500,000,000 Series 6 Asset-Backed Floating Rate Notes due 2015 (the "Series 6 Notes" and, together with the Series 5 Notes, the "Third Portfolio Notes"). On 22 July 2003 (the "Fourth Portfolio Issue Date ", the Issuer issued €1,500,000,000 Series 4A Asset -Backed Floating Rate Notes due 2008 (the "Series 4A Notes") and €1,500,000,000 Series 7 Asset -Backed Floating Rate Notes due 2015 (the "Series 7 Notes" and, together with the Series 4A Notes, the "Fourth Portfolio Notes "). On 30 November 2004 (the "Fifth Portfolio Issue Date" and, together with the First Portfolio Issue Date, the Second Portfolio Issue Date, the Third Portfolio Issue Date and the Fourth Portfolio Issue Date, the "Original Portfolio Issue Dates"), the Issuer issued €1,500,000,000 Series 5A Asset -Backed Floating Rate Notes due 2010 (the "Series 5A Notes") and the €2,050,000,000 Series 8 Asset -Backed Floating Rate Notes due 2016 (the "Series 8 Notes" and, together with the Series 5A Notes, the "Fifth Portfolio Notes "). The First Portfolio Notes, the Second Portfolio Notes, the Third Portfolio Notes, the Fourth Portfolio Notes and the Fifth Portfolio Notes are together referred to as the "Original Notes" and the Original Notes and the New Notes are together referred to as the "Notes" and the holders thereof, the "Noteholders". As at the date of this Prospectus, the First Portfolio Notes, the Second Portfolio Notes and the Series 5 Notes have been redeemed in full and, of the Original Notes, only the Series 5A Notes, Series 6 Notes, Series 7 Notes and Series 8 Notes are still outstanding.

This Prospectus is being made available by the Issuer in connection with the offer of the New Notes. This Prospectus is provided for information purposes only to the holders of the Original Notes following, inter alia, changes to the terms and conditions of the Original Notes upon the issue by the Issuer of the New Notes, as described herein. This Prospectus is issued pursuant to Article 2, paragraph 3 of Law No. 130 of 30 April 1999 (Legge sulla cartolarizzazione dei crediti) (the "Securitisation Law") and constitutes a prospetto informativo for the Notes in accordance with such law.

All of the Notes, irrespective of series (each, a "Series"), rank pari passu and rateably without any preference or priority among themselves for all purposes, other than as provided in the Conditions (as defined below), including in relation to the timing of repayment of principal.

The Notes will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. ("Monte Titoli") for the account of the relevant Monte Titoli account holders (as defined below). The Original Notes were accepted for clearance by Monte Titoli S.p.A. with effect from the respective Original Portfolio Issue Dates thereof and the New Notes will be accepted for clearance by Monte Titoli S.p.A with effect from the New Issue Date. The expression "Monte Titoli account holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depositary banks appointed by Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme (formerly known as Cedelbank) (" Clearstream Luxembourg "). Monte Titoli shall act as depositary for Clearstream Luxembourg and Euroclear. The Notes will at all times be in book entry form and title to the Notes will be evidenced by book entry in accordance with the provisions of Legislative Decree No. 213 of 24 June 1998 and Resolut ion No. 11768 of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), each as amended from time to time. No physical document of title will be issued in respect of the Notes.

Interest on the Notes will be payable semi -annually in arrears, in Euro, on the last Business Day (as defined in Condition 5 (Interest) of the terms and conditions of the Notes (the "Conditions")) falling in January and July in each year (each, an "Interest Payment Date") as described in the Conditions. Interest on the New Notes will accrue from the New Issue Date and the first Interest Payment Date in respect thereof will be in January 2006 (subject to any adjustments as provided for in the Conditions).

Unless previously redeemed in accordance with the Conditions, the Notes will be redeemed on the Interest Payment Dates falling in the following months (in each case, the "Final Maturity Date" of such Notes): (i) Series 5A Notes: July 2010; (ii) Series 6 Notes: July 2015; (iii) Series 7 Notes: July 2015; ( iv) Series 7A Notes: July 2016; (v) Series 8 Notes: July 2016; (vi) Series 9 Notes: July 2018 and (vii) Series 10 Notes: July 2019. The Notes will be subject to mandatory early redemption as specified in "Key Features of the Programme - Principal Features of the Notes - Mandatory Redemption" below and in Condition 6.4 (Mandatory Redemption ). In certain other circumstances all (but not some only) of the Notes may be redeemed at the option of the Issuer at their Principal Amount Outstanding (as defined in Condition 6.1 (Final Redemption )) together with accrued interest to the date fixed for redemption (see "Key Features of the Programme - Principal Features of the Notes - Optional Redemption" and Condition 6.2 (Optional Redemption ) and Condition 6.3 (Redemption for taxation) below).

All payments of principal and interest on the Notes will be made free and clear of any withholding or deduction for or on account of Italian withholding or substitute taxes, unless the Issuer or any intermediary that intervenes in the payment of interest on the Notes is required by applicable law to make such a withholding or deduction. If any withholding or deduction for or on account of tax is applicable to the Notes, payments of interest on, and principal of, the Notes will be made subject to such withholding or deduction, and neither the Issuer nor any other person shall have any obligation to pay any additional amount(s) to any holder of Notes of any Series. See "Taxation" below.

The principal source of payment of interest and principal on the Notes will be recoveries and collections made in respect of a portfolio of social security contributions in arrears and connected rights (as further described herein, the "Receivables" or the "Portfolio") owed by certain debtors to Istituto Nazionale della Previdenza Sociale ("INPS") and purchased by the Issuer from INPS pursuant to the terms of the Receivables Purchase Agreements (as defined herein), in each case in accordance with Article 13 of Law No. 448 of 1998 (as amended from time to time, "Article 13").

As of the date of this Prospectus the outstanding Original Notes are rated AAA by Fitch Ratings Ltd. ("Fitch Ratings"), Aaa by Moody's Investors Service (" Moody's") and AAA by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies Inc. ("S&P " and, together with Fitch Ratings and Moody's, the "Rating Agencies"). The New Notes are expected to be rated on issue AAA by S&P, Aaa by Moody's and AAA by Fitch Ratings. The confirmation of the then current ratings of the outstanding Original Notes is a condition precedent to the issuance of the New Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organisation.

The New Notes will be limited recourse obligations solely of the Issuer. In particular, the New Notes will not be obligations or responsibilities of, and will not be guaranteed by, INPS (in any capacity), the Republic of Italy, the Debtors, the Transaction Bank, the Collection Bank, the Shareholders, the Arrangers, the Concessionari, the Issuer Corporate Servicer, the Auditors, the Principal Paying Agent, the Luxembourg Paying Agent, the Agent Bank, any of the Managers, the Representative of the Noteholders, the Report Auditor, the Hedging Counterparties or the Swap Guarantors (each as defined herein). No person, other than the Issuer, will accept any liability to Noteholders in respect of any failure by the Issuer to pay any amount due under the New Notes.

A "Risk Factors" section is included in this Prospectus. Prospective Noteholders should be aware of the aspects of the issue of the Notes that are described in that section. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the Issuer and the Portfolio and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment. A prospective investor who is in any doubt whatsoever as to the risk involved in investing in the Notes should consult its own independent professional advisors.

____________________

Arrangers, Lead Managers and Bookrunners in respect of the New Notes

MCC S.p.A. - CAPITALIA GRUPPO BANCARIO

SG CORPORATE & INVESTMENT BANKING

UBS INVESTMENT BANK

Prospectus dated 5 December 2005

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RESPONSIBILITY STATEMENTS

The Issuer accepts responsibility for the information contained in this document, other than that information for which any of INPS, the New Hedging Counterparties, the Principal Paying Agent, the Agent Bank, the Transaction Bank and the Luxembourg Paying Agent or the Issuer Corporate Servicer accepts responsibility in the following paragraph. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it takes responsibility is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

INPS accepts responsibility for the information included in this document in the sections headed "The Portfolio", "Latest Issuer Investor Report", "INPS' Recovery Procedures", "The Concessionari System" and "Annex 2 - INPS" and any other information contained in this document relating to the Receivables or their historical performance, the recovery procedures or itself. INPS declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it takes responsibility is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Each of the New Hedging Counterparties accepts responsibility for the information in relation to itself included in this document in the section headed "Annex 3 - The Hedging Counterparties and Swap Guarantors". Each of the New Hedging Counterparties declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it takes responsibility is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Each of the Principal Paying Agent, the Agent Bank, the Transaction Bank and the Luxembourg Paying Agent accepts responsibility for the information in relation to itself included in this document in the section headed "Annex 4 - The Principal Paying Agent, Agent Bank, Transaction Bank and Luxembourg Paying Agent ". Each of the Principal Paying Agent, the Agent Bank, the Transaction Bank and the Luxembourg Paying Agent declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it takes responsibility is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

The Issuer Corporate Servicer accepts responsibility for the information in relation to itself included in this document in the section headed "Annex 5 - The Issuer Corporate Servicer". The Issuer Corporate Servicer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it takes responsibility is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Each of the Issuer and INPS have confirmed to the New Managers named under "Plan of Distribution" below that, as regards the information for which it takes responsibility, this Prospectus contains all information which is material in the context of the issue and offering of the New Notes and which, according to the particular nature of the Issuer and the New Notes, is necessary to enable investors and their investment advisors to make an informed assessment of the assets, liabilities, financial position, profits and losses and prospects of the Issuer and the rights attaching to the New Notes; such information is true and accurate in all material respects and is not misleading in any material respect; the opinions and intentions expressed therein are honestly held and have been made after due and careful consideration of all relevant circumstances and are based on reasonable assumptions; there are no other facts known thereto the omission of which would make any of such information or the expression of any such opinions or intentions misleading in any material respect; it has made all proper enquiries to ascertain all facts material for the purposes aforesaid and to verify the accuracy of all such information and statements.

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TABLE OF CONTENTS

Important Notices 4

Summary 7

The Principal Parties 13

Key Features of the Programme 16

Diagrammatic Overview of the Transaction 40

Risk Factors 41

The Portfolio 53

Latest Issuer Investor Report 68

INPS' Recovery Procedures 75

The Concessionari System 88

Selected Aspects of Italian Law 97

Description of the Transaction Documents 101

Accounts 135

Use of Proceeds 136

Terms and Conditions of the Notes 137

Performance Reporting 167

Taxation 169

Plan of Distribution 177

General Information 182

Annex 1 - The Issuer 186

Annex 2 - INPS 189

Annex 3 - The Hedging Counterparties and Swap Guarantors 195

Annex 4 - The Principal Paying Agent, Agent Bank, Transaction Bank and Luxembourg Paying Agent

199

Annex 5 - The Issuer Corporate Servicer 200

Annex 6 - The Collection Bank 201

Glossary 202

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IMPORTANT NOTICES

No investigation

Without prejudice to the statements of responsibility set out above, none of the Issuer, the institutions named in "Plan of Distribution" below as managers of the First Portfolio Notes, the Second Portfolio Notes, the Third Portfolio Notes, the Fourth Portfolio Notes and/or the Fifth Portfolio Notes (together the "Original Portfolio Managers ") and the institutions named in "Plan of Distribution" below as managers of the New Notes (the "New Managers" and, together with the Original Portfolio Managers, the "Managers "), the Arrangers (as defined below) or any other party to any of the Transaction Documents (as defined herein), other than INPS, has undertaken or will undertake any investigation, searches or other actions to verify the details of the Portfolio sold by INPS to the Issuer, nor have the Issuer, the Arrangers, the Managers, INPS or any other party to the Transaction Documents undertaken, nor will they undertake, any investigations, searches or other actions to establish the creditworthiness of any Debtor (as defined herein).

No representations

No person has been authorised to give any information or to make any representation not contained in or not consistent with this document or any other document entered into in relation to the issue of the New Notes or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or INPS (in any capacity), the Managers, the Arrangers or any other party to any of the Transaction Documents. No representation or warranty is made or implied by the Managers or any of their respective affiliates and neither the Managers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained herein. Neither the delivery of this document nor the offering, sale or delivery of any Note shall, in any circumstances, constitute a representation or create any implication that there has been no change, or any event reasonably likely to involve any change, in the condition (financial or otherwise) of the Issuer, INPS or the information contained herein or supplied in connection with the issue of the Notes since the date of this Prospectus or that the information contained herein is correct as at any time subsequent to the date of this Prospectus.

Restrictions on distribution of Prospectus and offering of Notes

In certain jurisdictions, the distribution of this Prospectus and the offering of the Notes may be restricted by law. Persons into whose possession this document (or any part of it) comes are required by the Issuer and the Managers to inform themselves about, and to observe, any such restrictions. Neither this document nor any part of it constitutes an of fer, and may not be used for the purpose of an offer, to sell any of the Notes, or a solicitation of an offer to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawfu l.

The Notes may not be offered or sold directly or indirectly, and neither this document nor any other

prospectus, offering circular, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction (including the Republic of Italy, the United Kingdom and the United States), except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations.

No action has or will be taken which would allow an offering (nor a sollecitazione all'investimento) of the Notes to the public in the Republic of Italy, other than in compliance with the relevant Italian securities, tax and other applicable laws and regulations. Accordingly, the Notes may not be offered, sold or delivered, and neither this document nor any other offering material relating to the Notes may

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be distributed, or made available, to the public in the Republic of Italy, other than in compliance with such regulations and law. Individual sales of the Notes to any persons in the Republic of Italy may only be made in accordance with Italian securities, tax and other applicable laws and regulations.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") and are subject to United States tax law requirements. The Notes have been or are being offered outside the United States by the relevant Managers in accordance with Regulation S under

the Securities Act ("Regulation S") and may not be offered, sold or delivered within the United States or to, or for the account or on behalf of, United States persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

For a further description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and other offering material relating to the Notes, see "Plan of Distribution" below.

Numerical Information, Currency References and Capitalised Terms used in this Prospectus

Certain monetary amounts and currency translations included in this Prospectus have been subject to rounding adjustments ; accordingly, figures shown as totals in certain tables may not be an arithmetic

aggregation of the figures which preceded them.

In this Prospectus, references to "Italy", the "Republic", the "Italian Republic", the "Italian State" or the "State" are to the Republic of Italy and references to a "Ministry" or a "Minister" are to a

Ministry or Minister, respectively, of the Republic of Italy; references to laws, decrees, legislative decrees and courts are, unless otherwise stated, to the laws, decrees, legis lative decrees and courts of the Republic of Italy, and references to "€" and "Euro" are to the single currency introduced in the member states of the European Community which adopted the single currency in accordance with the Treaty of Rome of 25 March 1957, as amended from time to time.

From time to time capitalised terms are used in this Prospectus. Each of those capitalised terms has the meaning assigned to it in this Prospectus. A glossary of principal definitions is included at the end of this Prospectus for the purposes of identifying where the definitions of certain capitalised terms are

located.

Stabilisation

In connection with the issue of the New Notes, Société Générale London Branch as stabilising manager (the "Stabilising Manager") (or any person acting for the Stabilising Manager) may over-allot New Notes (provided that the aggregate principal amount of New Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Series) or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.

However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the New Notes is made and, if

begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the New Notes and 60 days after the date of the allotment of the New Notes.

Information incorporated by reference

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The following documents, which have previously been published or are published simultaneously with this Prospectus and have been filed with the CSSF, shall be deemed to be incorporated in, and to form part of, this Prospectus:

(1) the Issuer's audited financial statements in respect of the year ended 31 December 2003 comprising:

(i) balance sheet;

(ii) income statement;

(iii) notes to the financial statements;

(iv) director's report;

(v) statutory auditors' report; and

(vi) auditors' report;

(2) the Issuer's audited financial statements in respect of the year ended 31 December 2004 comprising:

(i) balance sheet;

(ii) income statement;

(iii) notes to the financial statements;

(iv) director's report;

(v) statutory auditors' report; and

(vi) auditors' report;

(3) the by-laws (statuto) of the Issuer,

in each case, translated into English.

For ease of reference, the balance sheet, income statement and notes to the financial statements form one document and the director's report, statutory auditors' report and the auditors' report are each contained in separate documents.

The by-laws (statuto) of the Issuer are incorporated by reference for information purposes only. In addition, any information not listed above but included in the documents incorporated by reference is given for information purposes only.

Copies of documents incorporated by reference in this Prospectus may be obtained from the registered office of the Issuer or from the principal office of the Listing Agent in Luxembourg for the time being and will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

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SUMMARY

This summary is provided in accordance with Directive 2003/71 of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC.

This summary must be read as an introduction to this Prospectus and any decision to invest in the New Notes should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. No civil liability attaches to the Issuer in any Member State of the European Economic Area which has implemented the Prospectus Directive solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of the translating the Prospectus before the legal proceedings are initiated.

Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Prospectus have the same meanings in this summary.

The Issuer

The Issuer, Società di cartolarizzazione dei crediti INPS - S.C.C.I. S.p.A., was incorporated as a joint stock company in Italy pursuant to Article 13 on 8 November 1999 and registered with number 31171 in the register held by Ufficio Italiano dei Cambi pursuant to Article 106 of the Banking Act. It is registered with number 05870001004 in the Rome register of enterprises, in the special register held by the Bank of Italy provided for by Article 107 of the Banking Act and has an ABI code of 32349.3. The duration of the Issuer is up to 2050.

Since its incorporation the Issuer has not engaged in any business other than the purchase and securitisation of the Original Portfolio, the entry into the agreements in connection therewith and the listing of the Notes, no dividends have been declared or paid and no indebtedness, other than the Original Notes and the Issuer's costs and expenses of incorporation, has been incurred by the Issuer.

The issued and fully paid up share capital of the Issuer is €100,000, divided into 1,000 shares of €100 each, and held as to 960 shares by Stichting Castore and 40 shares by Stichting Polluce.

The principal objects of the Issuer are to acquire social security contributions in arrears due to INPS and to issue asset-backed securities, each pursuant to Article 13.

So long as any of the Notes remain outstanding, the Issuer shall not, without the consent of the Representative of the Noteholders or as permitted by the Transaction Documents, incur any other indebtedness for borrowed monies or engage in any business (other than acquiring and holding the Portfolio, issuing the Notes and entering into the Transaction Documents to which it is a party), pay any dividends, repay or otherwise return any equity capital, have any subsidiaries, employees or premises, consolidate or merge with any other person or convey or

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transfer its property or assets to any person (otherwise than as contemplated in the Conditions) or issue any shares.

The Notes

The Notes will be held, until redemption or cancellation thereof, in dematerialised form on behalf of the beneficial owners by Monte Titoli for the account of the relevant Monte Titoli account holders. Monte Titoli shall act as depositary for Clearstream Luxembourg and Euroclear. The Notes will at all times be in book entry form and title to the Notes will be evidenced by book entry in accordance with the provisions of Italian Legislative Decree No. 213 of 24 June 1998 and CONSOB Resolution No. 11768 of 23 December 1998, each as amended from time to time. No physical document of title will be issued in respect of any of the Notes. All the Notes have been or will be issued in denominations of Euro 1,000.

Within each Series the Notes will rank pari passu and without preference or priority among themselves. As between Series, all the Notes rank pari passu and without preference or priority for all purposes, other than as provided in the Conditions, including in relation to the timing of amortisation of the Notes.

The obligations of the Issuer to the Noteholders are limited recourse obligations. The Notes have the benefit of Article 13 pursuant to which the Portfolio and the other Issuer's Rights are segregated by operation of law from the other assets of the Issuer. In addition, the rights of the Issuer under the Hedging Agreements are assigned to the Representative of the Noteholders on behalf of the Noteholders and other Issuer Creditors.

Interest is payable semi-annually at a rate of Euribor plus the margin specified for the relevant Series of Notes. The Notes are subject to mandatory redemption from their Mandatory Redemption Dates and, if not redeemed earlier, will be redeemed at their Principal Amount Outstanding on the relevant Final Maturity Date. The Notes may also be redeemed early following the exercise by the Issuer of its option to do so or upon certain changes to the tax treatment of the transaction.

The holder of the Notes will not be entitled to commence actions against the Issuer for the protections of its right in respect of the Notes, unless a meeting of the Noteholders has previously approved the commencement of such action and the Representative of the Noteholders has failed to commence such action within a reasonable period of time.

The rights, powers and discretions of the Representative of Noteholders are set forth in the Transaction Documents. Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice and knowledge of, all the provisions of the Transaction Documents applicable to them. By reason of holding Notes, each Noteholder recognises the Representative of the Noteholders as its representative and accepts to be bound by the terms of the Transaction Documents signed by the Representative of the Noteholders as if such Noteholder was a signatory thereto.

The Portfolio

The principal source of payments under the Notes will be recoveries and collections made in respect of the Portfolio purchased by the Issuer from INPS in accordance with Article 13 and

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comprises social security contributions in arrears and connected rights owed by certain debtors to INPS. INPS has made certain representations and warranties to the Issuer in respect of the Portfolio.

Collections and recoveries in respect of the Portfolio are made in part directly by INPS through its recovery procedures and in part by way of the Ruoli system by the Concessionari. A reform of the Concessionari system has been implemented pursuant to Decree No. 203.

Risk factors

The following is a summary of the principal risk factors connected to an investment in the Notes, for full disclosure of which, see "Risk Factors".

Risk factors on the Notes

The Notes are obligations solely of the Issuer and are not obligations or responsibilities of, or guaranteed by, any other party to the Transaction Documents.

The Notes will be limited in recourse to the Portfolio, the amounts standing to the credit of the Issuer's accounts, the Issuer's rights under the Hedging Agreements and the other Issuer's Rights under any of the Transaction Documents and the Issuer will have no other assets which may be used for payments under the Notes. If there are insufficient funds available to the Issuer to pay in full all amounts due under the Notes, the relevant Noteholders will have no further claims against the Issuer in respect of such unpaid amounts.

Any creditor of the Issuer (other than the parties to the Transaction Documents who have agreed therein to non petition covenants) who has a valid and unsatisfied claim may file a petition for the bankruptcy of the Issuer. There can be no assurance that if any bankruptcy proceedings were to be commenced against the Issuer, the Issuer would be able to meet all or any of its obligations under the Notes.

The ability of the Issuer to make payments in respect of the Notes will depend to a significant extent upon the due performance by the other parties to the Securitisation of their respective various obligations under the Transaction Documents to which they are party. In particular, the timely payment of amounts due on the Notes will depend on the ability of the Concessionari to service and collect the Ruoli Receivables pursuant to the Convenzioni, the ability of INPS to comply with its obligations under the Receivable Purchase Agreements and the Hedging Counterparties complying with their obligations under the Hedging Agreements (or the Swap Guarantor under the Swap Guarantees, as the case may be).

The protection and exercise of the Noteholders' rights against the Issuer and the security under the Notes is one of the duties of the Representative of the Noteholders. The Conditions limit the ability of the Noteholders to take individual action against the Issuer in any circumstances, except where the Representative of the Noteholders, having become obliged to do so, fails to take such actions as are deemed necessary for the protection of the rights of the Noteholders.

In certain circumstances, the Notes may become subject to early redemption. Early redemption of the Notes as a result of some circumstances may be dependent upon receipt by

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the Issuer of a direction from, or resolution by, at least certain of the Noteholders pursuant to a vote at a meeting of the relevant Noteholders. If the economic interest of a Noteholder represents a relatively small proportion of the majority and its individual vote is contrary to the majority vote, its direction or vote may be disenfranchised.

The Issuer has entered into interest rate swap agreements with the Hedging Counterparties. Should any Hedging Counterparty fail to provide the Issuer with all amounts owing thereto (if any) under the relevant Hedging Agreement (or the relevant Swap Guarantor under any Swap Guarantee), or should any of the Hedging Agreements be terminated (whether following a tax event, a default or otherwise), there is no assurance that the Issuer would be able to meet its obligations under the Notes in full or even in part.

Although application has been made for the New Notes to be listed on the regulated market of the Luxembourg Stock Exchange, there is currently no market for the New Notes. There can be no assurance that a secondary market for any of the New Notes will develop, or, if a secondary market does develop in respect of any of the New Notes, that it will provide the holders of such New Notes with liquidity of investments or that it will continue for the life of such New Notes.

The Representative of the Noteholders must have regard to the interests of the holders of the Notes as regards all powers, authorities, duties and discretions as if they formed a single Series and the Representative of the Noteholders shall not be bound, in the event of a conflict between the interests of the holders of different Series of Notes, to have regard only to the interests of the holders of one of the Series of Notes.

The structure of the transaction and, inter alia, the issue of the Notes and ratings assigned to the Notes are based on Italian law, tax and administrative practic e in effect at the date hereof, and having due regard to the expected tax treatment of all relevant entities under such law and practice. No assurance can be given as to any possible change to Italian law, tax or administrative practice after the New Issue Date. In particular, changes in the legislation on the Concessionari system and new condoni are currently under consideration and could become law shortly after the New Issue Date.

The Issuer may be required by INPS to create and issue further notes or to take loans to fund the prepayment to INPS of the deferred purchase price for the Portfolio. Although it is a condition precedent to any such event that the outstanding ratings of the Notes at the time is not adversely affected, the rights of the Noteholders in relation to the Portfolio and to the other assets of the Issuer may be affected and certain of the Transaction Documents may require to be amended or supplemented.

Risk factors on the Portfolio

None of the Issuer, the Representative of the Noteholders, the Managers, the Arrangers nor any other party to any of the Transaction Documents (other than INPS) has undertaken or will undertake any investigation, searches, due diligence or other actions to verify the details of the Portfolio sold by INPS to the Issuer, nor has any of such persons or INPS undertaken, nor will any of them undertake any investigations, searches or other actions to establish the creditworthiness of any debtor.

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The Portfolio will be serviced by the Concessionari in respect of the Ruoli Receivables and by INPS in respect of the Other Receivables. Consequently, the net cash flows from the Portfolio may be affected by actions taken (or omitted to be taken), and the collection and recovery procedures adopted, by INPS and/or each Concessionario.

Although the Issuer has acquired title to the Receivables pursuant to the Receivables Purchase Agreements, the Issuer will not be able to sell the Receivables, in whole or in part, other than to INPS, and the Issuer may only collect and service the Receivables through INPS and the Concessionari . The restrictions set out above will continue to apply even if a Trigger Event has occurred and is continuing.

The Concessioni and the underlying Convenzioni are due to expire on 31 December 2006. If the Concessioni are not extended or Concessionari are not appointed, there can be no assurance, however, that any successor will be found to the current Concessionari in a timely manner or at all or that any replacement Concessionario would be able to service the Receivables in the same manner as the current Concessionari.

The provisions of Decree No. 203 implement a reform of the Concessionari system which will have effect from 1 October 2006 and impact on the servicing of the Receivables collected through the Ruoli system, which will be made instead by Riscossione S.p.A. and its subsidiaries, and references throughout this Prospectus to the collection and recovery of the Receivables by the Concessionari shall be considered accordingly.

As the Portfolio consists entirely of social security contributions in arrears, recoveries from the Portfolio will be dependent upon the effectiveness of enforcement proceedings in respect of the Portfolio in the Republic of Italy. Enforcement proceedings in Italy may take a considerable amount of time.

The Debtors may be entitled in certain circumstances to set off the amounts due under the Receivables against any credit they may have or accrue against INPS or against any credits which Debtors may have or accrue in respect of t axes.

Risk factors on tax and accounting

In the event that any taxes are imposed in respect of payments to Noteholders of amounts due pursuant to the Notes, including any withholding or deduction for or on account of imposta sostitutiva under Decree No. 239, neither the Issuer nor any other person will be obliged to gross-up or otherwise compensate Noteholders for the lesser amounts the Noteholders will receive as a result of the imposition of such taxes. In certain circumstances, including the imposition of certain new withholding taxes, and upon satisfaction of certain conditions, the Issuer has an optional redemption right or obligation to redeem the Notes in whole.

The Issuer is a joint stock company and, as such, is subject to IRES and IRAP at the relevant applicable rate. On the basis of the current regulations issued by the Bank of Italy, the assets and liabilities and the costs and revenues of the Issuer directly attributable to the securitisation of the Receivables will be treated as off-balance sheet assets and liabilities and no taxable income should accrue to the Issuer (except with respect to the overhead and general expenses and any amount which the Issuer may apply out of the Issuer Available Funds for the payment

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of such overhead and general expenses). It is, however, possible that the tax treatment of the Issuer may change in the future.

EU Council Directive No. 2003/48/EC on the taxation of savings income, as implemented in each Member State, may impact the tax treatment of the income generated by the Notes.

Basel Committee on Banking Supervision has issued proposals for reform of the 1988 Capital Accord and reached a consensus on the new capital adequacy framework. The application of the New Basel Capital Accord proposals would potentiall y affect Noteholders.

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THE PRINCIPAL PARTIES

Issuer Società di cartolarizzazione dei crediti INPS - S.C.C.I. S.p.A., a joint stock company incorporated under Article 13 and whose registered office is at Largo Chigi 5, 00187 Rome, Italy (the "Issuer"), the issued share capital of which is held by the Shareholders.

Shareholders Stichting Castore and Stichting Polluce, each a Dutch Foundation, whose registered office is at Parnassustoren, Locatellikade 1, 1076 AZ Amsterdam, The Netherlands (together, the "Shareholders" and each, a "Shareholder").

INPS Istituto Nazionale della Previdenza Sociale, a public juridical entity created under the Royal Decree No. 1827 of 4 October 1935, converted into law with amendments by Law No. 1155 of 6 April 1936, as amended, whose registered office is at Via Ciro il Grande 21, Rome, Italy ("INPS").

Debtors Debtors comprise: (i) employers required to file monthly statements for the payment of social security contributions ("Aziende"), (ii) self-employed persons (including arti sans and traders) ("Artigiani e Commercianti"), (iii) agricultural enterprises, farmers, farmhands and sharecroppers ("Agricoli" and, together with the Aziende and the Artigiani e Commercianti, the "Debtors").

Concessionari Companies charged, pursuant to Article 13, paragraph 7, with the collection of Receivables entered onto the rolls ("Ruoli" and each, a "Ruolo") (together, the "Concessionari" and each, a "Concessionario"). The Concessionari will act as such pursuant to the terms of Convenzioni (as defined below).

Representative of the Noteholders

Sanpaolo Fiduciaria S.p.A., whose registered office is at Via Tommaso Grossi 5, Milan, Italy (the "Representative of the Noteholders"). The Representative of the Noteholders will act as such pursuant to the Subscription Agreements (as defined in the Conditions), the Conditions and the Intercreditor Agreement (each as defined below).

Principal Paying Agent JPMorgan Chase Bank, N.A., a national banking association acting through its branch at Via Catena 4, Milan, Italy, registered with No. 533550 in the register of banks held by the Bank of Italy pursuant to Article 13 of Legislative Decree No. 385 of 1 September 1993 (the "Banking Act") (the "Principal Paying Agent"). The Principal Paying Agent will act as such pursuant to the Agency Agreement (as defined below).

Luxembourg Paying J.P. Morgan Bank Luxembourg S.A., a bank incorporated under the

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Agent laws of the Grand Duchy of Luxembourg, whose registered office is at 6 route de Trèves, L-2633 Senningerberg, Luxembourg (the "Luxembourg Paying Agent" and, together with the Principal Paying Agent, the "Paying Agents"). The Luxembourg Paying Agent will act as such pursuant to the Agency Agreement.

Agent Bank JPMorgan Chase Bank, N.A., a national banking association acting through its branch at Via Catena 4, Milan, Italy, registered with No. 533550 in the register of banks held by the Bank of Italy pursuant to Article 13 of the Banking Act (the "Agent Bank"). The Agent Bank will act as such pursuant to the Agency Agreement. The Agent Bank shall be the soggetto incaricato dei servizi di cassa e pagamento to the extent that such role is required in relation to the Securitisation of the Portfolio in accordance with Law No. 130 of 30 April 1999 (the "Securitisation Law") and the instructions issued by the Bank of Italy on 3 November 2003.

Collection Bank The Tesoreria Centrale dello Stato, acting through the Bank of Italy (the "Collection Bank"), whose principal place of business is at Via XX Settembre 97/e, Rome, Italy.

Transaction Bank JPMorgan Chase Bank, N.A., a national banking association acting through its branch at Via Catena 4, Milan, Italy, registered with No. 533550 in the register of banks held by the Bank of Italy pursuant to Article 13 of the Banking Act (the "Transaction Bank"). The Transaction Bank will act as such pursuant to the Agency Agreement.

Report Auditor KPMG Audit S.p.A. whose registered office is at Via Vittor Pisani 25, Milan, Italy (the "Report Auditor"). The Report Auditor will act as such pursuant to the Report Audit Agreement (as defined below).

Original Hedging Counterparties

UBS AG ("UBS AG"), Morgan Stanley Capital Services Inc. ("MSCS"), UniCredito Italiano S.p.A. ("UniCredito"), JPMorgan Chase Bank, N.A., acting through its London branch ("JPMorgan"), Sanpaolo IMI S.p.A. ("Sanpaolo IMI"), Banca Intesa S.p.A. ("Banca Intesa") and Credit Suisse First Boston International ("CSFBi" and, together with, UBS AG, MSCS, UniCredito, JPMorgan, Sanpaolo IMI and Banca Intesa the "Original Hedging Counterparties"). The Original Hedging Counterparties act as such pursuant to the Original Hedging Agreements (as defined below).

New Hedging Counterparties

Société Générale S.A., a French limited liability company (société anonyme) whose registered office is at 29 Boulevard Haussman, 75009 Paris, France ("Société Générale") and UBS Limited, whose registered office is at 1 Finsbury Avenue, London EC2M 2PP, United Kingdom ("UBSL" and, together with Société Générale, the

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"New Hedging Counterparties" and, together with the Original Hedging Counterparties, the "Hedging Counterparties" and each, a "Hedging Counterparty"). The New Hedging Counterparties will act as such pursuant to the New Hedging Agreements (as defined below).

Swap Guarantors In respect of MSCS's obligations under its Hedging Agreements, Morgan Stanley (the "MS Swap Guarantor"). The MS Swap Guarantor acts as such pursuant to the MS Swap Guarantee (as defined below).

In respect of UBS Limited's obligations under its Hedging Agreements, UBS AG (the "UBS Swap Guarantor"). The UBS Swap Guarantor acts as such pursuant to the UBS Swap Guarantee (as defined below).

Issuer Corporate Servicer

FIS Fiduciaria Generale S.p.A., whose registered office is at Via San Vito 7, Milan, Italy (the "Issuer Corporate Servicer"). The Issuer Corporate Servicer will act as such pursuant to the Issuer Corporate Services Agreement (as defined below).

Auditor PKF Italia S.p.A., whose registered office is at Via Vittorio Veneto No.10, Milan, Italy (the "Auditor"). The Auditor will act as such pursuant to the Auditing Agreement (as defined below).

Monte Titoli Monte Titoli S.p.A., whose registered office and principal place of business is at Via Mantegna 6, 20154 Milan, Italy ("Monte Titoli").

Arrangers in respect of the New Notes

MCC S.p.A. - Capitalia Gruppo Bancario, Société Générale London Branch and UBS Limited (together, the "New Arrangers" and, together with the arrangers of the securitisation of the Original Portfolio, the "Arrangers").

Lead Managers and Bookrunners in respect of the New Notes

MCC S.p.A. - Capitalia Gruppo Bancario, Société Générale London Branch and UBS Limited (together, the "New Managers").

Rating Agencies Fitch Ratings, Moody's and S&P (together, the "Rating Agencies").

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KEY FEATURES OF THE PROGRAMME

The following information is a summary of certain aspects of the transaction. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the detailed information presented elsewhere in this document. An index of defined terms appears at the end of this Prospectus.

Principal Features of the Notes

Title The Original Notes have been issued by the Issuer on the relevant Original Portfolio Issue Dates and the Series 7A Notes, the Series 9 Notes and the Series 10 Notes will be issued by the Issuer on the New Issue Date, as follows (each, a "Series"):

€1,550,000,000 Series 1 Asset-Backed Floating Rate Notes due 2002.




€1,500,000,000 Series 4A Asset-Backed Floating Rate Notes due 2008.








€1,500,000,000 Series 10 Asset-Backed Floating Rate Notes due 2019 .

The First Portfolio Notes, the Second Portfolio Notes, the Series 4A Notes and the Series 5 Notes have been redeemed in full. No redemption has been made of any of the other Series of Notes.

Issue Dates The Original Notes have been, and the New Notes will be, issued on the following Issue Dates:

First Portfolio Notes: 29 November 1999

Second Portfolio Notes: 31 May 2001

Third Portfolio Notes: 18 July 2002

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Fourth Portfolio Notes: 22 July 2003

Fifth Portfolio Notes: 30 November 2004

New Notes: 6 December 2005

Issue Price The Original Notes were issued at a price of 100% of their principal amount and the New Notes will be issued at a price of 100% of their principal amount (in each case, the "Issue Price").

Form The Notes will be held, until redemption or cancellation thereof, in dematerialised form on behalf of the beneficial owners by Monte Titoli S.p.A. ("Monte Titoli") for the account of the relevant Monte Titoli account holders. The expression "Monte Titoli account holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depositary banks appointed by Clearstream Luxembourg and Euroclear. Monte Titoli shall act as depositary for Clearstream Luxembourg and Euroclear. The Notes will at all times be in book entry form and title to the Notes will be evidenced by book entry in accordance with the provisions of Italian Legislative Decree No. 213 of 24 June 1998 and CONSOB Resolution No. 11768 of 23 December 1998, each as amended from time to time. No physical document of title will be issued in respect of any of the Notes.

Denomination The Original Notes have been, and the New Notes will be, issued in the denomination of €1,000.

Status Within each Series the Notes will rank pari passu and without any preference or priority among themselves. As between Series, all of the Notes (irrespective of Series) rank pari passu and rateably without any preference or priority among themselves for all purposes, other than as provided in the Conditions, including in relation to the timing of repayment of principal.

Limited Recourse The obligations of the Issuer to each holder of Notes as well as to each of the other Issuer Creditors (as defined herein) will be limited recourse obligations of the Issuer. Each Noteholder, as well as each other Issuer Creditor, will have a claim against the Issuer only to the extent of the Issuer Available Funds (as defined below). The Intercreditor Agreement sets out the order of priority of application of Issuer Available Funds.

Security for the Notes The Notes have the benefit of the provisions of Article 13 pursuant to which the Portfolio and the other Issuer's Rights are segregated by operation of law from the other assets of the Issuer. For the avoidance of doubt, the First Portfolio, the Second Portfolio, the

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Third Portfolio, the Fourth Portfolio, the Fifth Portfolio and the New Portfolio form a single portfolio pursuant to the Transaction Documents (as defined in the Conditions). Both before and after a winding-up of the Issuer, amounts deriving from the Portfolio and the other Issuer's Rights will be available for the purpose of satisfying the Issuer's obligations to the Issuer Creditors in priority to the Issuer's obligations to any other creditor.

The "Issuer Creditors" are (i) the Noteholders, (ii) the Issuer's other creditors under the Transaction Documents, and (iii) any other third party creditors in respect of any taxes, costs, fees or expenses incurred by the Issuer in relation to the securitisation of the Portfolio (the "Securitisation").

The Portfolio and the other Issuer's Rights may not be seized or attached in any form by creditors of the Issuer other than the Noteholders, until full discharge by the Issuer of its payment obligations under the Notes or cancellation of the Notes. See "Selected Aspects of Italian Law - Law 448" below.

In addition, pursuant to the terms of the Deeds of Charge (as defined below), the Issuer has assigned, or, in the case of the New Hedging Agreements, will assign its rights under the Hedging Agreements (as defined below) to the Representative of the Noteholders on behalf of, inter alios, the Noteholders. See "Other Principal Transaction Documents - Deeds of Charge" below.

Interest The outstanding Original Notes have borne interest and continue to bear interest on their Principal Amount Outstanding (as defined in Condition 6.1 (Final Redemption) from and including the relevant Original Portfolio Issue Dates, and the New Notes will bear interest on their Principal Amount Outstanding from and including the New Issue Date, at the following margins above the Euro Interbank Offered Rate ("EURIBOR") for six month Euro deposits (other than in respect of the Initial Interest Period for the New Notes in relation to which an interpolated rate based on one and two month deposits in Euro will be used):

Series 5A Notes 0.05% per annum

Series 6 Notes 0.29% per annum


Series 7A Notes 0.11% per annum


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The rate of EURIBOR for each Interest Period will be ascertained by the Agent Bank in accordance with Condition 5 (Interest). Information about the past rates of EURIBOR can be found by Noteholders on Reuters' page EURIBOR01.

Yield Yield can be calculated in relation to each Series as follows:

Yield = PAO * (EURIBOR + M) * NIP / 360

Where:

PAO = Principal Amount Outstanding as at the beginning of the relevant Interest Period

M = relevant margin

NIP = number of days in the relevant Interest Period (as calculated in accordance with the Conditions).

Interest Payment Dates Interest is payable in respect of the Notes semi-annually in arrears in Euro on the last Business Day of January and July in each year subject to adjustment as set out in the Conditions (each such date an "Interest Payment Date"). The first interest payment in respect of the New Notes will be made on the Interest Payment Date falling in January 2006 in respect of the period from (and including) the New Issue Date to (but excluding) such Interest Payment Date.

Mandatory Redemption The Notes will be subject to mandatory redemption in full or in part on the following Interest Payment Dates and on each Interest Payment Date thereafter, if on the Determination Date (as defined in Condition 4 (Order of Priority)) prior to such Interest Payment Date there are sufficient Available Redemption Funds (as defined below) which may be applied for this purpose in accordance with the priority of payments set out below in "Priority of Payments" and in Condition 4 (Order of Priority):

Series 5A Notes Interest Payment Date falling in July 2006

Series 6 Notes Interest Payment Date falling in July 2007




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On each Interest Payment Date prior to the delivery of a Trigger Notice (as defined below), Available Redemption Funds will be applied in the following order of priority:

(i) paying principal on the Series 5A Notes until the Series 5A Notes have been redeemed;

(ii) after the Series 5A Notes have been redeemed in full, paying principal on the Series 6 Notes until the Series 6 Notes have been redeemed;

(iii) after the Series 6 Notes have been redeemed in full, paying principal on the Series 7 Notes until the Series 7 Notes have been redeemed;

(iv) after the Series 7 Notes have been redeemed in full, paying principal on the Series 7A Notes until the Series 7A Notes have been redeemed;

(v) after the Series 7A Notes have been redeemed in full, paying principal on the Series 8 Notes until the Series 8 Notes have been redeemed;

(vi) after the Series 8 Notes have been redeemed in full, paying principal on the Series 9 Notes until the Series 9 Notes have been redeemed; and

(vii) after the Series 9 Notes have been redeemed in full, paying principal on the Series 10 Notes until the Series 10 Notes have been redeemed.

The Series 1 Notes, the Series 2 Notes, the Series 3 Notes, the Series 4 Notes, the Series 4A Notes and the Series 5 Notes were redeemed in full on the Interest Payment Dates falling on 31 January 2001, 31 January 2002, 31 July 2002, 30 July 2004, 30 July 2004 and 29 July 2005, respectively.

After the delivery of a Trigger Notice, the Notes will rank pro rata equally as to the priority of payments of principal, irrespective of Series.

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Given the mandatory redemption provisions set forth above, if there are sufficient Available Redemption Funds, full redemption of the outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes, Series 7A Notes, Series 8 Notes, Series 9 Notes and Series 10 Notes will be achieved on the following dates:








No assurances can be given that there will be sufficient Available Redemption Funds on the Determination Dates (as defined in Condition 4.2) immediately preceding such Interest Payment Dates (or any subsequent Interest Payment Dates) to achieve full redemption of the Notes or even redemption in part only.

Final Redemption To the extent not otherwise redeemed, the outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes, Series 7A Notes, Series 8 Notes, Series 9 Notes and Series 10 Notes will be redeemed at their Principal Amount Outstanding on the Interest Payment Date falling in the month indicated below in respect of such Series (in each case, the "Final Maturity Date" of such Notes), provided that there are sufficient Available Redemption Funds:








Cancellation Date If any of the Notes cannot be redeemed in full on their Final Maturity Date, as a result of the Issuer having insufficient Available Redemption Funds, any amount unpaid shall remain outstanding and

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the Conditions shall continue to apply in full in respect of such Notes until the earlier of (i) the date on which such Notes are redeemed in full and (ii) the last Business Day in January 2025 at which date (the "Cancellation Date") any amounts remaining outstanding in respect of such Notes shall be deemed to be released by the holders of the relevant Notes and all liabilities attaching thereto shall be cancelled.

Optional Redemption The Issuer may redeem outstanding Notes at their Principal Amount Outstanding together with interest accrued to the date fixed for redemption, as follows:

(i) the Series 5A Notes, in whole (but not in part) on any Interest Payment Date falling in or after July 2006;

(ii) the Series 6 Notes, in whole (but not in part) on any Interest Payment Date falling in or after July 2007 (but only if any outstanding Series 5A Notes are redeemed concurrently);

(iii) the Series 7 Notes, in whole (but not in part) on any Interest Payment Date falling in or after July 2008 (but only if any outstanding Series 5A Notes and Series 6 Notes are redeemed concurrently);

(iv) the Series 7A Notes, in whole (but not in part) on any Interest Payment Date falling in or after July 2008 (but only if any outstanding Series 5A Notes, Series 6 Notes and Series 7 Notes are redeemed concurrently);

(v) the Series 8 Notes, in whole (but not in part) on any Interest Payment Date falling in or after July 2009 (but only if any outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes and Series 7A Notes are redeemed concurrently);

(vi) the Series 9 Notes, in whole (but not in part) on any Interest Payment Date falling in or after July 2010 (but only if any outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes, Series 7A Notes and Series 8 Notes are redeemed concurrently);

(vii) the Series 10 Notes, in whole (but not in part) on any Interest Payment Date falling in or after July 2011 (but only if any outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes, Series 7A Notes, Series 8 Notes and Series 9 Notes are redeemed concurrently); and

(viii) each Series, together with all the other outstanding Notes to the extent not already redeemed, in whole (but not in part) on

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any Interest Payment Date in the event of certain tax changes in Italy affecting the Notes or payments in respect of the Receivables.

Trigger Event If any of the following events (each a "Trigger Event") occurs:

(i) Non-payment:

Default is made in the payment on the Final Maturity Date of the Notes, or any of them, of the amount of principal then due on the Notes, or any of them, or, for a period of 3 Business Days or more, in the payment on the due date therefor of the amount of interest (if any) then due on the Notes or any of them; or

(ii) Breach of other obligations:

The Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes, or any of them, or of any of the Transaction Documents to which it is a party (other than any obligation for the payment of principal or interest on the Notes) and except where, in the sole and absolute opinion of the Representative of the Noteholders, such default is incapable of remedy (in which case no notice will be required), such default remains unremedied for 30 days after the Representative of the Noteholders has given written notice thereof to the Issuer, certifying that such default is, in the opinion of the Representative of the Noteholders, materially prejudicial to the interests of the Noteholders; or

(iii) Insolvency etc.:

(a) An administrator, administrative receiver or liquidator of the Issuer or the whole or any part of the undertaking, assets and/or revenues of the Issuer is appointed or the Issuer becomes subject to any bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar proceedings (or application for the commencement of any such proceeding) or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Issuer;

(b) Proceedings are initiated against the Issuer under any applicable bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar laws and proceedings are

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not, in the opinion of the Representative of the Noteholders, being disputed in good faith;

(c) The Issuer takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or applies for bankruptcy or suspension of payments; or

(iv) Winding-up etc.:

An order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer (except a winding up for the purposes of or pursuant to an amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Noteholders or by an extraordinary resolution of the Noteholders); or

(v) Unlawfulness:

It is or will become unlawful in any respect deemed by the Representative of the Noteholders to be material for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any other Transaction Document to which it is a party; or

(vi) Non-Performance Trigger:

On any Determination Date the aggregate amount of (a) principal of the Notes which has been repaid on each Interest Payment Date from and including the Interest Payment Date falling in January 2006 up to and including the Interest Payment Date immediately preceding the relevant Determination Date and (b) the Available Redemption Funds (including the Expense Reserve, the Third Portfolio Debt Service Reserve and the Accumulation Amount (each as defined below) but, for the avoidance of doubt, net of amounts due as interest under the Notes) in respect of such Determination Date is less than 65 per cent. of the aggregate of the Anticipated Repayment Amounts (as defined in Condition 6.4 (Mandatory Redemption)) for each Interest Payment Date from and including the Interest Payment Date falling in January 2006 up to and including the Interest Payment Date immediately preceding the relevant

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Determination Date and the Anticipated Repayment Amounts for the Interest Payment Date immediately following such Determination Date (as set out in Condition 6.4 (Mandatory Redemption)),

then the Representative of the Noteholders may, in its sole and absolute discretion (and, if so requested by the holders of at least one fifth of the aggregate Principal Amount Outstanding of the Notes or by an extraordinary resolution of the Noteholders, shall) give written notice (a "Trigger Notice") to the Issuer declaring all the Notes to be due and repayable, whereupon they shall become immediately due and repayable at their Principal Amount Outstanding together with accrued interest without further action or formality, provided that in the case of any of the events referred to in (ii) to (v) above (both inclusive) the Representative of the Noteholders shall have such discretion or obligation only if the Representative of the Noteholders shall have certified in writing that such event is, in its opinion, materially prejudicial to the interests of the Noteholders.

After the Notes have become immediately due and repayable following the service of a Trigger Notice, all payments of principal, interest and other amounts due in respect of the Notes shall be made pro rata according to the respective amounts due in respect thereof without any preference or priority as between Series.

Further Issues The Issuer may be required by INPS, subject to the conditions set out therein and without the consent of the Noteholders or the Representatives of the Noteholders, to create and issue further notes or to take loans to fund the prepayment to INPS of the deferred purchase price. It is a condition precedent to any such loan or further issue that none of the outstanding ratings of the Notes at the time is adversely affected by such loan or further issue. In the event of the Issuer issuing such further notes or taking such loans, the rights of the Noteholders in relation to the Portfolio and to the other assets of the Issuer, as described in this Prospectus, may be affected and certain of the Transaction Documents may require to be amended or supplemented. In particular, any such further notes or loans may be repayable from collections and recoveries in respect of the Portfolio and the other Issuer's Rights. Any such issue of further notes or taking of loans shall be notified to the Noteholders by or on behalf of the Issuer in accordance with the Conditions.

Ratings The outstanding Original Notes have all been assigned a rating of AAA by Fitch Ratings, Aaa by Moody's and AAA by S&P. The confirmation of the then current ratings of the outstanding Original

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Notes is a condition precedent to the issuance of the New Notes.

The ratings of the outstanding Original Portfolio Notes are expected to be confirmed and ratings are expected to be assigned on the New Issue Date in respect of the New Notes as follows: AAA by Fitch Ratings, Aaa by Moody's and AAA by S&P.

The ratings on the Notes address the likelihood of the timely receipt by the Noteholders of all payments of interest to which they are entitled on each Interest Payment Date and the ultimate rec eipt by the Noteholders of all payments of principal to which they are entitled on or before the Final Maturity Date. The ratings take into consideration the credit quality of the Portfolio, structural and legal aspects associated with the Notes, and the extent to which the payment stream from the Portfolio is adequate to make payments of interest and principal required under the Notes.

The ratings on the Notes do not represent any assessment of:

(i) the tax attributes of the Notes or the Issuer;

(ii) non-credit risks which may have a significant effect on the receipt by the Noteholders of interest and principal; and

(iii) the yield to maturity that investors may experience.

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organisation.

Taxation All payments of interest and principal under the Notes will be made free and clear of any withholding or deduction for and on account of taxes, unless the Issuer is required by applicable law to make such a withholding or deduction.

Upon the occurrence of any withholding or deduction for or on account of tax, whether or not through a substitute tax, from any payments under the Notes, neither the Issuer, the Representative of the Noteholders, the Paying Agents nor any other person shall have any obligation to pay any additional amount to or otherwise compensate the Noteholders for the lesser amounts the Noteholders will receive as a result of such withholding or deduction. See "Taxation".

Listing and trading The Original Notes have been listed and are traded on, and application has been made to list and trade the New Notes on, the regulated market of the Luxembourg Stock Exchange. It is possible that, in the future, application may be made for the New Notes to be admitted to listing and/or trading on other regulated markets

27

although there can be no assurance that such application will be made.

The Original Notes have been admitted to trading on the Mercato Telematico dei Titoli di Stato ("MTS") in accordance with the regulations governing MTS. The Series 5 Notes, Series 6 Notes and Series 7 Notes have also been admitted to trading on Mercato Telematico delle Euro-Obbligazioni (EuroMOT) ("EuroMOT"), organised and managed by Borsa Italiana S.p.A.. Application has been made to admit the Series 5A Notes and Series 8 Notes to trading on the EuroMOT.

Governing Law The Original Notes are and the New Notes will be governed by Italian law.

Accounts and Cash Flow

Collection Account All amounts received or recovered by the Issuer from INPS or the Concessionari in respect of the Portfolio will be paid into an account (the "Collection Account") established in the name of the Issuer with the Collection Bank. The Collection Account will be maintained with the Collection Bank as long as the Republic of Italy's short term unsecured and unsubordinated debt obligations are rated at least A-1+ by S&P, P-1 by Moody's and F1 by Fitch Ratings. As at 31 October 2005, the balance of the Collection Account was approximately Euro 3,187 million.

Payment Account All payments to Noteholders will be made out of an account (the "Payment Account") established in the name of the Issuer with the Transaction Bank. The Payment Account will be maintained with the Transaction Bank so long as its short-term unsecured and unsubordinated debt obligations are rated at least A-1 by S&P, P-1 by Moody's and F1 by Fitch Ratings. Prior to the Notes becoming due and payable following a Trigger Event, payments due to the Noteholders from the Issuer will be paid out of the Payment Account in accordance with the instructions of the Agent Bank.

Expense Reserve The Issuer has established and will maintain an expense reserve (the "Expense Reserve") for an amount of €200,000 (the "Expense Amount") which will be credited to the Payment Account, in order to fund the payment of certain amounts required to be paid by the Issuer during Interest Periods. The funds standing to the credit of the Expense Reserve will form part of the Issuer Available Funds.

Third Portfolio Debt Service Reserve and Third Portfolio Deferred Initial

The Issuer has established and will maintain a debt service reserve (the "Third Portfolio Debt Service Reserve") funded initially out of the proceeds of the issue of the Third Portfolio Notes in the sum of €200,000,000. On each Interest Payment Date up to but

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Purchase Price excluding the Interest Payment Date on which the Third Portfolio Notes are redeemed in full or, if earlier, the Notes becoming due and payable following a Trigger Event, amounts will be credited by the Issuer to the Third Portfolio Debt Service Reserve for an amount of €200,000,000 (the "Maximum DSR Amount") to the extent that funds are available in accordance with the priority of payments set out in the Intercreditor Agreement. On the Interest Payment Date on which the Third Portfolio Notes are redeemed in full and subject to no Trigger Event having occurred, the Issuer will pay to INPS the deferred initial purchase price for the Third Portfolio (the "Third Portfolio Deferred Initial Purchase Price") in an amount of the Maximum DSR Amount in accordance with the priority of payments, provided that, if on such Interest Payment Date there are not enough Issuer Available Funds to allow the Issuer to pay the Third Portfolio Deferred Initial Purchase Price for an amount equal to the Maximum DSR Amount, the remainder of the Third Portfolio Deferred Initial Purchase Price shall be due on subsequent Interest Payment Dates and paid in accordance with the Priority of Payments until the aggregate amount of Third Portfolio Deferred Initial Purchase Price received by INPS is equal to the Maximum DSR Amount. The Third Portfolio Debt Service Reserve will form part of the Collection Account and the funds standing to the credit of the Third Portfolio Debt Service Reserve, if any, will form part of the Issuer Available Funds.

Issuer Available Funds "Issuer Available Funds" means, in respect of any Determination Date, the aggregate of:

(i) all amounts received or recovered by the Issuer from INPS or the Concessionari (or any entity which legally replace the same) in accordance with the terms of the Receivables Purchase Agreements or the Convenzioni or from any other party to the transaction in accordance with the terms of any other Transaction Documents (other than any amounts received under the Hedging Agreements, the Swap Guarantees or the Hedging Agreement Credit Support Annexes), during the period from (and including) the preceding Determination Date to (but excluding) such Determination Date (each such period a "Collection Period");

(ii) all monies received during the related Collection Period or expected to be received by the Issuer on or before the immediately following Interest Payment Date under the Hedging Agreements and the Swap Guarantees;

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(iii) all amounts of interest accrued due and paid on the Payment Account or the Collection Account during such Collection Period;

(iv) funds standing to the credit of the Collection Account (including any funds recorded as Third Portfolio Debt Service Reserve or as Accumulation Amount); and

(v) funds standing to the credit of the Payment Account (including any funds recorded as Expense Reserve).

Available Redemption Funds

"Available Redemption Funds" means, in respect of any Determination Date, the difference between (a) Issuer Available Funds in respect of such Determination Date, and (b) the aggregate of the payments described under items first to fifth (inclusive) in "Priority of Payments" below, and which are required to be made by the Issuer on the related Interest Payment Date.

Priority of Payments The Agent Bank will procure that on each Interest Payment Date, until the delivery of a Trigger Notice in respect of the Notes or, after the Notes have been repaid in full, on any date, the following payments are made by the Issuer (after payment on such date of certain collateral amounts, if any, then due or overdue to the Hedging Counterparties under the relevant Hedging Agreement Credit Support Annexes, if any) in the order of priority set out below (in each case only to the extent of the Issuer Available Funds (calculated as at the Determination Date prior to such Interest Payment Date) and if and to the extent that payments of a higher priority have been made in full):

first, pari passu and pro rata according to the respective amounts thereof, to pay: (i) all fees, costs, expenses and taxes required to be paid in order to preserve the corporate existence of the Issuer or to maintain it in good standing or to comply with the applicable legislation or in connection with any listing or deposit of the Notes, or any notice to be given to the Noteholders or other parties to the Transaction Documents, and (ii) to replenish the Expense Amount standing to the credit of the Payment Account;

second, in no order or priority inter se, but pro rata to the respective amounts then due, to pay any amounts due and payable on such Interest Payment Date to the Representative of the Noteholders, the Agent Bank, the Principal Paying Agent, the Luxembourg Paying Agent, the Issuer Corporate Servicer, the Collection Bank, the Transaction Bank and the Report Auditor;

third, to pay all amounts due and payable to INPS under the Receivables Purchase Agreements in respect of services rendered to

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the Issuer by INPS and collection cost adjustments payable to INPS thereunder;

fourth, in no order or priority inter se, but pro rata to the respective amounts then due, to pay amounts due and payable to any Hedging Counterparty under the Hedging Agreements on such Interest Payment Date (other than termination payments due under any Hedging Agreement);

fifth, in no order of priority inter se, but pro rata to the respective amounts then due to pay, pari passu, (i) all amounts of interest then due and payable on the Notes on such Interest Payment Date, (ii) pari passu and pro rata, any termination payment due and payable to a Hedging Counterparty under a Hedging Agreement other than any Subordinated Termination Payments (as defined in the Conditions);

sixth, to pay all amounts of principal (if any) due and payable on the Notes on such Interest Payment Date in the following order: (i) the Series 5A Notes until redemption in full of the Series 5A Notes, (ii) thereafter, the Series 6 Notes until redemption in full of the Series 6 Notes, (iii) thereafter, the Series 7 Notes until redemption in full of the Series 7 Notes, (iv) thereafter, the Series 7A Notes until redemption in full of the Series 7A Notes, (v) thereafter, the Series 8 Notes until redemption in full of the Series 8 Notes; (vi) thereafter, the Series 9 Notes until redemption in full of the Series 9 Notes; and (viii) thereafter, the Series 10 Notes until redemption in full of the Series 10 Notes;

seventh, to pay (i) up to but excluding the Interest Payment Date on which the Third Portfolio Notes are redeemed in full, amounts to the credit of the Third Portfolio Debt Service Reserve up to the Maximum DSR Amount, and (ii) from and including the Interest Payment Date on which the Third Portfolio Notes are redeemed in full, the Third Portfolio Deferred Initial Purchase Price to INPS up to an aggregate maximum (over all Interest Payment Dates) of the Maximum DSR Amount;

eighth, if on such Interest Payment Date any amount of principal remains outstanding in respect of any Series of Notes, to credit the Accumulation Amount, if any, to the Collection Account;

ninth, pari passu and pro rata, to pay any Subordinated Termination Payments due and payable to any Hedging Counterparty under a Hedging Agreement; and

tenth, once the Notes have been repaid in full, to pay to INPS any deferred purchase price payable to it pursuant to the Receivables

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Purchase Agreements.

"Accumulation Amount" means any Issuer Available Funds which are not used for payments under items first to seventh (inclusive) of the Priority of Payments.

Priority of Payments following a Trigger Event

Following the occurrence of a Trigger Event the order of priority of payments described under "Priority of Payments" above will not change, except that the Notes (irrespective of Series) will rank equally as to the priority of payments of principal and no further amounts will be credited to the Expense Reserve, the Third Portfolio Debt Service Reserve or the Accumulation Amount.

Following the occurrence of a Trigger Event the Representative of the Noteholders will be entitled to receive an additional fee specified in the Subscription Agreements as remuneration for the services required to be performed by it in such circumstances.

Performance Reporting The Agent Bank shall, not later than the fifteenth day of February and August in each year prior to redemption in full or cancellation of the Notes compile and provide the Note Payment Reports and the Semi-annual Performance Reports (each as defined below) to the Representative of the Noteholders, the Issuer, the Rating Agencies and the Issuer Corporate Servicer.

The Agent Bank shall, not later than the fifteenth day of May and November in each year prior to the redemption in full or cancellation of the Notes, compile and provide the Quarterly Performance Updates to the Representative of the Noteholders, the Issuer, the Rating Agencies and the Issuer Corporate Servicer.

The Note Payment Reports, the Semi-annual Performance Reports and the Quarterly Performance Updates shall be available at the principal office of each of the Issuer, the Representative of the Noteholders and the Luxembourg Paying Agent. See "Performance Reporting".

Portfolio and Servicing

Acquisition of the Portfolio The principal source of payment of interest and principal on the Notes will be recoveries and collections made in respect of the Portfolio purchased by the Issuer from Istituto Nazionale della Previdenza Sociale ("INPS") without recourse (pro soluto) in accordance with Article 13 as follows:

(i) in part pursuant to the terms of a receivables purchase agreement between the Issuer and INPS dated the First Portfolio Issue Date in relation to Receivables originated in

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(and accounted for in the financial year) 1999 and earlier (the "First Receivables Purchase Agreement"). In the First Receivables Purchase Agreement, INPS warranted that the Receivables to be transferred thereunder to the Issuer had an aggregate nominal value (including penalties) of not less than €41,671,019,146;

(ii) in part pursuant to the terms of a receivables purchase agreement between the Issuer and INPS dated the Second Portfolio Issue Date in relation to Receivables originated in (and accounted for in the financial year) 2000 (the "Second Receivables Purchase Agreement"). In the Second Receivables Purchase Agreement, INPS warranted that the Receivables to be transferred thereunder to the Issuer had an aggregate nominal value of not less than €1,704,000,000 (in the case of the Receivables from Aziende), not less than €1,136,000,000 (in the case of the Receivables from Artigiani e Commercianti), and not less than €413,000,000 (in the case of the Receivables from Agricoli), with an aggregate amount of €3,253,000,000, in each case excluding any penalties and interest;

(iii) in part pursuant to the terms of a receivables purchase agreement between the Issuer and INPS dated the Third Portfolio Issue Date in relation to Receivables originated in (and accounted for in the financial year) 2001 (the "Third Receivables Purchase Agreement"). In the Third Receivables Purchase Agreement, INPS warranted that the Receivables to be transferred thereunder to the Issuer had an aggregate nominal value of not less than €1,962,000,000 (in the case of Receivables from Aziende), not less than €1,085,000,000 (in the case of Receivables from Artigiani e Commercianti) and not less than €620,000,000 (in the case of Receivables from Agricoli), with an aggregate amount of €3,667,000,000, in each case excluding any penalties and interest;

(iv) in part pursuant to the terms of a receivables purchase agreement between the Issuer and INPS dated on or around the Fourth Portfolio Issue Date in relation to Receivables originated in (and accounted for in the financial year) 2002 and originated in (and accounted for in the financial year) 2003 (the "Fourth Receivables Purchase Agreement"). In the Fourth Receivables Purchase Agreement, INPS warranted that (i) the 2002 Receivables (as defined below) to be transferred thereunder to the Issuer had an aggregate

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nominal value of not less than €1,855,000,000 (in the case of 2002 Receivables from Aziende), not less than €1,050,000,000 (in the case of 2002 Receivables from Artigiani e Commercianti) and not less than €595,000,000 (in the case of 2002 Receivables from Agricoli), with an aggregate amount of €3,500,000,000, in each case excluding any penalties and interest and (ii) the 2003 Receivables (as defined below) to be transferred thereunder to the Issuer had an aggregate nominal value of not less than €1,859,000,000 (in the case of 2003 Receivables from Aziende), not less than €977,000,000 (in the case of 2003 Receivables from Artigiani e Commercianti) and not less than €557,000,000 (in the case of 2003 Receivables from Agricoli), with an aggregate amount of €3,393,000,000, in each case excluding any penalties and interest;

(v) in part pursuant to the terms of a receivables purchase agreement between the Issuer and INPS dated on or about the Fifth Portfolio Issue Date in relation to Receivables originated in and accounted for in the financial year 2004 (the "Fifth Receivables Purchase Agreement" and, together with the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Third Receivables Purchase Agreement and the Fourth Receivables Purchase Agreement, the "Original Receivables Purchase Agreements"). In the Fifth Receivables Purchase Agreement, INPS warranted that the receivables to be transferred thereunder to the Issuer had an aggregate nominal value of not less than €1,855,000,000 (in the case of the Receivables from Aziende), not less than €1,050,000,000 (in the case of the Receivables from Artigiani e Commercianti) and not less than €595,000,000 (in the case of the Receivables from Agricoli), with an aggregate minimum amount of €3,500,000,000, in each case excluding any penalties and interest; and

(vi) in part pursuant to the terms of a receivables purchase agreement between the Issuer and INPS dated on or about the New Issue Date in relation to Receivables originated in and accounted for in the financial year 2005 (the "Sixth Receivables Purchase Agreement" and, together with the Original Receivables Purchase Agreements, the "Receivables Purchase Agreements"). In the Sixth Receivables Purchase Agreement, INPS warranted that the receivables to be transferred thereunder (the "New Receivables") to the Issuer had an aggregate nominal value of not less than

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€4,200,000,000 (in the case of the Receivables from Aziende) and not less than €1,800,000,000 (in the case of the Receivables from Artigiani e Commercianti) with an aggregate minimum amount of €6,000,000,000, in each case excluding any penalties and interest.

Purchase price for the New Receivables

The initial purchase price for the New Receivables shall be paid by the Issuer to INPS on or about the New Issue Date upon fulfilment of the conditions set out in the Sixth Receivables Purchase Agreement. The deferred purchase price for the New Receivables shall be paid by the Issuer to INPS, together with the deferred purchase price for the Original Receivables, in accordance with the order of Priority of Payments. See "Description of the Transaction Documents - 4. The Sixth Receivables Purchase Agreement - The Purchase Price").

Representations and warranties

Under the Receivables Purchase Agreements, in addition to the representations as the nominal value of the Receivables, INPS gives other representations and warranties to the Issuer in relation to the Portfolio and has agreed to indemnify the Issuer in respect of certain costs, expenses and liabilities of the Issuer incurred in connection with the purchase and ownership of the Portfolio. In particular, INPS has agreed, subject to certain conditions, to indemnify the Issuer for the non-existence of the Receivables.

Collection Procedures in respect of Ruoli Receivables

Under the terms of Convenzioni (as defined below) entered into between the Issuer and each Concessionario in respect of the First Portfolio Notes (together, the "Principal Convenzioni"), as extended by supplemental letter agreements between the Issuer and the Concessionari entered into on or about the Second Portfolio Issue Date, on or about the Third Portfolio Issue Date, on or about the Fourth Portfolio Issue Date, on or about the Fifth Portfolio Issue Date and on or about the New Issue Date (the Principal Convenzioni as so supplemented and extended, the "Convenzioni" and each, a "Convenzione"), each Concessionario agrees to collect and administer on behalf of the Issuer those Receivables entered into the Ruoli delivered to it in respect of the district for which such Concessionario has been granted a concession by the Ministry of Economy and Finance (now acting through the Agenzia delle Entrate) (the "Ruoli Receivables"). In particular, the Concessionari will collect amounts due in respect of the relevant Ruoli Receivables and will commence and pursue enforcement proceedings, all in accordance with the rules set out in the Convenzioni and applicable laws and regulations.

Each Concessionario will prepare and submit to INPS on behalf of the Issuer an annual report in the form provided in the relevant

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Convenzione not later than two months from the end of each year. This report will contain information as to the collections and recoveries made in respect of the Ruoli Receivables administered by such Concessionario during the relevant period.

For a description of the proposed reform of the Concessionari system, see "The Concessionari System - Reform of the Concessionari system."

Collection Procedures in respect of Other Receivables

Under the terms of the Receivables Purchase Agreements, INPS will agree to administer and service on behalf of the Issuer those Receivables (i) which are disputed before a civil judge or (ii) which are the subject of enforcement proceedings or (iii) with respect to the First Receivables Purchase Agreement only, (a) in respect of which the debtor was granted by INPS before 30 November 1999 a concession permitting payment in instalments or (b) the payment of which was rescheduled prior to 30 November 1999 following an amnesty ("condono") (together, the "Other Receivables"). In particular, INPS has agreed to collect amounts due in respect of the Other Receivables, and to continue the relevant proceedings. In the performance of its debt recovery and collection activities, INPS will act in accordance with the procedures and criteria set out in the Receivables Purchase Agreements. Any Other Receivable which is not paid by the Debtor when due shall be entered by INPS on to the Ruoli for collection by the Concessionari under the Convenzioni, thereby becoming a Ruolo Receivable.

Other principal documents in connection with the Securitisation

Intercreditor Agreement Pursuant to the terms of an intercreditor agreement between the Issuer, the Representative of the Noteholders and the other parties thereto to be dated on or about the New Issue Date (the "Fifth Supplemental Intercreditor Agreement"), supplemental to an intercreditor agreement dated the First Portfolio Issue Date (the "Principal Intercreditor Agreement") as supplemented also on or about the Second Portfolio Issue Date, on or about the Third Portfolio Issue Date, on or about the Fourth Portfolio Issue Date and on or about the Fifth Portfolio Issue Date (the Principal Intercreditor Agreement as so supplemented, the "Intercreditor Agreement"), the Issuer has granted irrevocable instructions to the Representative of the Noteholders to empower the Representative of the Noteholders, upon the Notes becoming due and payable following a Trigger Event, to exercise all the Issuer's Rights under the Transaction Documents and generally to take such action in the name and on behalf of the Issuer as the Representative of the Noteholders may deem necessary to protect the interests of the Issuer, the Noteholders and the other Issuer Creditors in respect of

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the Portfolio and the other Issuer's Rights. Such instructions will be governed by Italian law. See "Description of the Transaction Documents - Intercreditor Agreement".

Agency Agreement Pursuant to the terms of an agency agreement between the Issuer, the Representative of the Noteholders, the Principal Paying Agent, the Agent Bank, the Luxembourg Paying Agent and the Transaction Bank to be dated on our about the New Issue Date (the "Fifth Supplemental Agency Agreement"), supplemental to an agency agreement dated the First Portfolio Issue Date (the "Principal Agency Agreement") as supplemented also on or about the Second Portfolio Issue Date, amended on 31 July 2001 and supplemented on or about the Third Portfolio Issue Date, on or about the Fourth Portfolio Issue Date and on or about the Fifth Portfolio Issue Date (the Principal Agency Agreement as so supplemented and amended, the "Agency Agreement"), the Issuer has appointed each of the Principal Paying Agent, the Luxembourg Paying Agent, the Agent Bank and the Transaction Bank to carry out the calculation, payment and banking services in relation to the Notes, the Issuer Available Funds and the accounts of the Issuer as set out therein. See "Description of the Transaction Documents - Agency Agreement".

Issuer Corporate Services Agreement

Pursuant to the terms of a corporate services agreement between the Issuer, the Representative of the Noteholders and the Issuer Corporate Servicer to be dated on or around the New Issue Date (the "Fifth Supplemental Issuer Corporate Services Agreement"), supplemental to a corporate services agreement dated on or about the First Portfolio Issue Date (the "Principal Issuer Corporate Services Agreement") as supplemented also on or about the Second Portfolio Issue Date, on or about the Third Portfolio Issue Date, on or about the Fourth Portfolio Issue Date and on or about the Fifth Portfolio Issue Date (the Principal Issuer Corporate Services Agreement as so supplemented, the "Issuer Corporate Services Agreement"), the Issuer Corporate Services Agreement will provide the Issuer with certain corporate and administrative services. See "Description of the Transaction Documents - Issuer Corporate Services Agreement".

Original Hedging Agreements

The Issuer has protected itself against certain interest rate risks arising in respect of its floating rate interest obligations under the Notes by entering into separate swap transactions under International Swaps and Derivatives Association, Inc. ("ISDA") 1992 Master Agreements with the Original Hedging Counterparties on or around the relevant Original Portfolio Issue Dates. Under the terms of such agreements (together with the schedules thereto and the confirmations evidencing the swap transactions thereunder, as

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amended or restated from time to time, the "Original Hedging Agreements"), each Original Hedging Counterparty provides a proportion of the total cover required by the Issuer in relation to its potential interest rate exposure arising in respect of its floating rate obligations under the Original Notes hedged by its Original Hedging Agreement. See "Description of the Transaction Documents - Hedging Agreements."

New Hedging Agreements Under the terms of the 1992 ISDA Master Agreements (together with the schedules thereto and the confirmations evidencing the swap transactions to be entered into thereunder in relation to the New Notes, as amended or restated from time to time, the "New Hedging Agreements" and, together with the Original Hedging Agreements, the "Hedging Agreements"), each New Hedging Counterparty will provide a proportion of the total cover required by the Issuer in relation to its potential interest rate exposure arising in respect of its floating rate obligations under the New Notes.

See "Description of the Transaction Documents - Hedging Agreements."

Credit Support Annexes and Swap Guarantees

In connection with their obligations under the Hedging Agreements, the Hedging Counterparties may enter into or may be required to enter into hedging agreement credit support annexes (together, the "Hedging Agreement Credit Support Annexes") or arrange for guarantees by guarantors (any such guarantor, a "Swap Guarantor") of their liabilities thereunder (together, the "Swap Guarantees").

Cash amounts received by the Issuer pursuant to each of Hedging Agreement Credit Support Annexes will be paid into the relevant Hedging Collateral Cash Account (as defined below). Securities received by the Issuer pursuant to each Hedging Agreement Credit Support Annex will be deposited into the relevant Hedging Collateral Custody Account (as defined below).

MSCS's obligations under its Hedging Agreements benefit from the unconditional, irrevocable guarantee of the MS Swap Guarantor under swap guarantees given thereby (together, the "MS Swap Guarantees") and MSCS has entered into a Credit Support Annex with the Issuer. The Issuer has opened the MSCS Hedging Collateral Cash Account and the MSCS Hedging Collateral Custody Account.

UBS Limited's obligations under its Hedging Agreements benefit from the unconditional, irrevocable guarantee of the UBS Limited Swap Guarantor under a swap guarantee given thereby (the "UBS

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Swap Guarantee").

The Hedging Agreements and the UBS Swap Guarantee are governed by English law and the MS Swap Guarantees are governed by the law of the State of New York.

Deeds of Charge Pursuant to deeds of charge entered into or to be entered into on or about the Fourth Portfolio Issue Date, the Fifth Portfolio Issue Date and the New Issue Date (together, the "Deeds of Charge"), the Issuer has assigned or will assign in favour of the Representative of the Noteholders as trustee for the Noteholders and the Issuer Creditors all monetary claims and rights and all the amounts to which the Issuer is entitled pursuant to the Hedging Agreements. See "Description of the Transaction Documents - Deeds of Charge".

Report Audit Agreement On the Second Portfolio Issue Date the Issuer and, inter alios, KPMG S.p.A. entered into a report audit agreement (the "Principal Report Audit Agreement"), subsequently amended, restated and/or replaced by a report audit agreement between, inter alios, the Issuer, KPMG S.p.A. and the Report Auditor entered into on the Third Portfolio Issue Date (the "First Amended and Restated Report Audit Agreement"), by a report audit agreement between, inter alios, the Issuer and the Report Auditor entered into on the Fourth Portfolio Issue Date (the "Second Amended and Restated Report Audit Agreement"), by a report audit agreement between, inter alios, the Issuer and the Report Auditor entered into on or about the Fifth Portfolio Issue Date (the "Third Amended and Restated Report Audit Agreement") and by a report audit agreement between, inter alios, the Issuer and the Report Auditor expected to be dated on or about the New Issue Date (the "Fourth Amended and Restated Report Audit Agreement" and, together with the Principal Report Audit Agreement, the First Amended and Restated Report Audit Agreement, the Second Amended and Restated Report Audit Agreement and the Third Amended and Restated Report Audit Agreement, the "Report Audit Agreement").

Pursuant to the Report Audit Agreement, the Report Auditor shall provide certain report auditing services to the Issuer in respect of the Portfolio and the Receivables. See "Description of the Transaction Documents - Report Audit Agreement".

Auditing Agreement On 18 July 2003, the Issuer and the Auditor entered into an auditing agreement, as supplemented by a letter agreement on or about the Fifth Portfolio Issue Date and to be supplemented on or about the New Issue Date (as so supplemented, the "Auditing Agreement"), pursuant to which the Auditor has agreed to carry out the auditing

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activities relating to the financial statements of the Issuer. In relation to such duties the Auditor has acknowledged, inter alia, the contents of the Intercreditor Agreement and agreed to be bound by it as if it was a party thereto.

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DIAGRAMMATIC OVERVIEW OF THE TRANSACTION

The following is a diagram showing the structure of the Securitisation as at the New Issue Date. It is not intended to be exhaustive and prospective Noteholders should also read the detailed information set out elsewhere in this Prospectus.

* Following proposed reform of Concessionari system.

INPS

Collection Ac count

Hedging Counterparties

INPS/ Concessionari (Riscossione

SpA*)

Noteholders

Series 5A Notes

Series 8 Notes

Series 7 Notes

Series 7A Notes

Issuer Servicing agreements

Net proceeds

Servicing

Notes

Proceeds

Series 10 Notes

Series 6 Notes

Transfer of receivables

Series 9 Notes

Transaction

Bank/Collection Bank/Paying

Agents/Issuer Corporate

Servicer/Agent Bank/Report

Auditor

Representative of the Noteholders

Debtors

Social Security

Contributions

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RISK FACTORS

Prospective investors should read the entire Prospectus. Investing in the Notes involves certain risks. Prospective investors should consider, inter alia, the following:

Liability under the Notes

The Original Notes are and the New Notes will be obligations solely of the Issuer. In particular, the Notes will not be obligations or responsibilities of, nor will they be guaranteed by, INPS (in any capacity), the Republic of Italy, the Debtors, the Agent Bank, the Issuer Corporate Servicer, the Auditor, the Transaction Bank, the Collection Bank, the Principal Paying Agent, the Luxembourg Paying Agent, the Representative of the Noteholders, the Report Auditor, any Hedging Counterparty, any Swap Guarantors, the Concessionari, the Shareholders, the Managers or the Arrangers. None of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make any payment of any amount due on the Notes.

Issuer's ability to meet its obligations under the Notes and limited recourse nature of the Notes

The Issuer will not, upon the transfer of the New Receivables as of the New Issue Date, have any significant assets which may be used for, inter alia, payment of the Notes, other than the Receivables, the Expense Reserve and the balance of the Collection Account. The Notes will be limited in recourse to the Portfolio, the Expense Reserve, the amounts standing to the credit of the Collection Account, the Issuer's rights under the Hedging Agreements and the other Issuer's Rights under any of the Transaction Documents. The ability of the Issuer to meet its obligations in respect of the Notes will be dependent on the extent of (i) collections and recoveries from the Portfolio made by INPS, acting in its capacity as servicer in respect of the Other Receivables under the Receivables Purchase Agreements, and by the Concessionari acting as such under the Convenzioni with respect to the Ruoli Receivables (ii) any payments required to be made by the Hedging Counterparties under the Hedging Agreements (and, where applicable, the Hedging Agreement Credit Support Annexes and the Swap Guarantees) and (iii) any other amounts payable to the Issuer pursuant to the terms of the Transaction Documents to which it is a party.

There is no assurance that, over the life of the Notes or at the redemption date of any Series of Notes (whether on the Final Maturity Date, the Cancellation Date, upon redemption by acceleration of maturity following the occurrence of a Trigger Event, or otherwise), there will be sufficient funds to enable the Issuer to pay interest on such Notes, or to repay such Notes in full or even in part.

The Original Notes are and the New Notes will be limited recourse obligations of the Issuer. If there are insufficient funds available to the Issuer to pay in full all principal and interest and other amounts due in respect of any Series of Notes, then the holders of such Notes will have no further claims against the Issuer in respect of any such unpaid amounts. After the Notes have become due and payable following the occurrence of a Trigger Event, the only remedy available to the Noteholders and the other Issuer Creditors is the exercise by the Representative of the Noteholders of the Issuer's Rights under the Transaction Documents.

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After the Notes have become immediately due and repayable following a Trigger Event, the Notes (irrespective of Series) will rank equally as to the priority of payments of principal and no further amounts will be credited to the Expense Reserve, the Third Portfolio Debt Service Reserve or the Accumulation Amount.

No independent investigation/reliance on warranties

None of the Issuer, the Representative of the Noteholders, the Managers, the Arrangers nor any other party to any of the Transaction Documents (other than INPS) has undertaken or will undertake any investigation, searches, due diligence or other actions to verify the details of the Portfolio sold by INPS to the Issuer, nor has any of such persons (including INPS) undertaken, nor will any of them undertake any investigations, searches or other actions to establish the creditworthiness of any debtor, and the Issuer has relied on the representations and warranties in respect thereof from INPS contained in the Receivables Purchase Agreements together with such information as is publicly available relating thereto. In the Receivables Purchase Agreements, INPS has agreed, subject to certain conditions, to indemnify the Issuer for the non-existence of the Receivables.

Issuer's ability to issue further notes

Under the Receivables Purchase Agreements, the Issuer may be required by INPS, subject to the conditions set out therein and, pursuant to Condition 15 (Further Issues), without the consent of the Noteholders (including the holders of the New Notes) or the Representative of the Noteholders, to create and issue further notes or to take loans to fund the prepayment to INPS of the deferred purchase price pursuant to the Receivables Purchase Agreements. It is a condition precedent to any such loan or further issue that none of the then current ratings of the Notes at the time is adversely affected by such loan or further issue. In the event of the Issuer issuing such further notes or taking such loans, the rights of the Noteholders in relation to the Portfolio and to the other assets of the Issuer as described in this Prospectus may be affected. In particular, any such further notes or loans may be repayable from collections and recoveries in respect of the Portfolio and the other Issuer's Rights.

Release by the Issuer of Third Portfolio Debt Service Reserve

At any time prior to the Notes becoming due and payable following a Trigger Event but following the redemption in full of the Third Portfolio Notes, the Issuer will pay to INPS the Deferred Initial Purchase Price for the Third Portfolio, subject to the provisions of the Transaction Documents. Amounts will only be credited to the Third Portfolio Debt Service Reserve until but excluding the Interest Payment Date on which the Third Portfolio Notes are redeemed in full. There can be no assurance that any amounts so released to INPS would not then ultimately be needed for payments due in respect of any of the Notes.

Claims of creditors of the Issuer

Under Italian law and the Transaction Documents, prima facie, any creditor of the Issuer (other than the parties to the Transaction Documents who have agreed therein to non petition covenants) who has a valid and unsatisfied claim may file a petition for the bankruptcy of the Issuer, although no creditors other than the Representative of the Noteholders on behalf of the

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Noteholders, the other Issuer Creditors under the Transaction Documents and any third party creditors having the right to claim for amounts due in connection with the Securitisation contemplated hereby would have the right to claim in respect of the Portfolio, the Collection Account or the Payment Account, even in a bankruptcy of the Issuer.

The Issuer is unlikely to have a large number of credito rs unrelated to the Securitisation because the corporate object of the Issuer as contained in its statuto is limited and the Issuer has provided certain covenants in the Intercreditor Agreement which contain restrictions on the activities which the Issuer may carry out (including not to incur any debt other than as provided in, or contemplated by, the Transaction Documents), with the result that the Issuer may only carry out limited transactions in connection with the Securitisation. Accordingly, the Issuer is less likely to have creditors who would claim against it other than the Issuer Creditors. The parties to the Transaction Documents have agreed therein not to commence insolvency or winding-up proceedings against the Issuer, except in certain limited circumstances. Furthermore, amounts standing to the credit of the Payments Account may be used for the purposes of paying the ongoing fees, costs, expenses and taxes of the Issuer to the Issuer Creditors which become due and payable during an Interest Period.

By operation of Italian law, the Issuer's right, title and interest in and to the Portfolio and the other Issuer's Rights will be segregated from all other assets of the Issuer. For the avoidance of doubt, the First Portfolio, the Second Portfolio, the Third Portfolio, the Fourth Portfolio, the Fifth Portfolio and the New Portfolio (each as defined in the Conditions) form a single portfolio pursuant to the Transaction Documents. Both before and after a winding-up of the Issuer, amounts deriving from the Portfolio and the other Issuer's Rights will be available for the purposes of satisfying the Issuer's obligations to the Issuer Creditors in priority to the Issuer's obligations to any other creditor. The Portfolio and the other Issuer's Rights may not be seized or attached in any form by creditors of the Issuer other than the Noteholders, until full discharge by the Issuer of its payment obligations under the Notes or cancellation of the Notes.

Notwithstanding the foregoing, there can be no assurance that if any bankruptcy proceedings were to be commenced against the Issuer, the Issuer would be able to meet all or any of its obligations under the Notes.

Servicing of the Portfolio

The Portfolio will be serviced by the Concessionari in respect of the Ruoli Receivables and by INPS in respect of the Other Receivables. Consequently, the net cash flows from the Portfolio may be affected by actions taken (or omitted to be taken), and the collection and recovery procedures adopted, by INPS and/or each Concessionario. In each case the performance by such parties of their respective obligations thereunder is dependent on the solvency of each relevant party (with respect to the solvency of INPS see, however, the considerations set out below).

INPS has undertaken in the Receivables Purchase Agreements to administer the Other Receivables to the same standard as if it continued to be the owner of such Receivables.

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There are certain elements in the transaction which reduce the risk to the Noteholders resulting from an insolvency or default of the relevant parties. In particular, it should be noted that:

(i) as a public body INPS cannot be declared bankrupt (Article 1 of the Bankruptcy Law No. 267 of 1942). INPS would be subject to a special liquidation procedure set out by Law No. 1404 of 1956. Since INPS is a fundamental instrument of social security policy for the Italian State, the liquidation of INPS could affect the constitutional requirement to provide social security services as contemplated by Article 38 of the Italian Constitution. Consequently, should INPS cease its activities, the Italian State would be obliged to act directly to fulfil those aims or to transfer the duties and functions previously performed by INPS to another public body;

(ii) the due and punctual performance by the Concessionari of their payment obligations under the Convenzioni is secured in each case by a guarantee issued by a bank or an insurance company, and this guarantee may be enforced by the Minister of Economy and Finance upon the request of any relevant creditor (see "The Concessionari system"); and

(iii) the Agenzia delle Entrate will supervise the collection activities carried out by the Concessionari also with respect to the Ruoli Receivables.

For a discussion of the changes to the servicing of the Portfolio in relation to the Ruoli Receivables, see "The Concessionari System - Reform of the Concessionari system."

Limitations on the Issuer's ability to service the Receivables

Although the Issuer has acquired full title to the Receivables pursuant to the Receivables Purchase Agreements, current Italian legislation limits its ability to service such Receivables. This is due primarily to the particular nature of the Receivables and to the fact that the collection of such Receivables involves the exercise of public powers. As a result, the Issuer will not be able to sell the Receivables, in whole or in part, other than to INPS, as provided in the Receivables Purchase Agreements.

The Issuer may only collect and service the Receivables through INPS and the Concessionari. This means that the Issuer will have no right directly to enforce payment of the Receivables by the Debtors. In addition, the Issuer may not terminate the appointment of the Concessionari and/or INPS as servicers of the Receivables under the Convenzioni and the Receivables Purchase Agreements, respectively. The Ministry of Economy and Finance has the sole power to remove the Concessionari .

Furthermore, the Concessionari are allowed to recover the Ruoli Receivables only in accordance with the procedures established by law and under the supervision of the Agenzia delle Entrate (see "The Concessionari System - The Ruoli Collection and Recovery General Proceedings").

The restrictions set out above will continue to apply even if a Trigger Event has occurred and is continuing.

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Termination of Convenzioni

Pursuant to Article 57 of Decree No. 112, as supplemented by Article 1, paragraph 427 of Law No. 311 of 30 December 2004 ("Law No. 311"), the Concessionari already in place as of 1 July 1999 continue acting up to 31 December 2006, unless the relevant concession is terminated prior to its expiry date by the Minister of Economy and Finance or the Concessionario resigns from its office.

If the Concessioni are not extended or Concessionari are not appointed, in accordance with article 3 of Decree No. 112, the collection procedures in respect of the Receivables may be carried out in accordance with article 12 of Decree No. 112, pursuant to which, in the absence of any Concessionari, during the period needed for the appointment of new Concessionari , the Ministry of Economy and Finance may appoint (by Ministerial Decree) a commissario governativo to carry out the collection procedures. See "The Concessionari System - Requirements and designation procedure of the Concessionari and Termination of collection concessions". There can be no assurance, however, that any successor (whether a commissario governativo or otherwise) will be found to the current Concessionari in a timely manner or at all or that any replacement Concessionario would be able to service the Receivables in the same manner as the current Concessionari. See "The Concessionari System".

Pursuant to the terms of Law Decree No. 203 of 30 September 2005 of which the draft conversion law (disegno di legge n. 3617), as of 30 November 2005, had been approved with amendments by the Italian Senate (Senato) and by the Italian Chamber of Deputies (Camera dei Deputati) and was in the process of being promulgated and published on the Gazzetta Ufficiale della Repubblica Italiana ("Decree No. 203"), the term of each Concessioni will be anticipated to 30 September 2006 upon the reform of the Concessionari system provided for thereby, as to which see "The Concessionari System - Reform of the Concessionari system."

Rights in relation to enforcement proceedings

The Issuer will obtain certain advantages in enforcement proceedings carried out by the Concessionari in relation to the Ruoli Receivables in comparison with standard enforcement proceedings. The Issuer will not be entitled to benefit from such procedural advantages in respect of enforcement proceedings carried out by INPS in respect of the Other Receivables. See "The Concessionari System - The Ruoli Collection and Recovery General Proceedings".

Effectiveness of enforcement proceedings in respect of the Portfolio

As the Portfolio consists entirely of social security contributions in arrears, recoveries from the Portfolio will be dependent upon the effectiveness of enforcement proceedings in respect of the Portfolio in the Republic of Italy. Enforcement proceedings may take a considerable amount of time, depending on the region in which such action is taken and on the type of action that is required.

Information on the Concessionari servicing activities

The Ruoli collection system in respect of the recovery and collection of social security contributions in arrears owed to INPS has been introduced as a statutory collection system by

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Legislative Decree No. 46 of 26 February 1999, as amended ("Decree No. 46"), and has been effective since 1 July 1999. Article 13, paragraph 6, as amended, provides that INPS shall register onto the Ruoli in accordance with Decree No. 46 the Receivables transferred to the Issuer (other than the Other Receivables).

The Ruoli collection system was implemented starting in the year 2000. Decree No. 112 and the Ministry of Economy and Finance Decree dated 4 August 2000 regulate the remuneration of the Concessionari whilst Decree No. 112 and the Ministry of Economy and Finance Decree dated 16 November 2000 regulate the access of the Concessionari to the information available at the Anagrafe Tributaria.

In addition, the IT link between the Concessionari, the Compulsory Association of Concessionari (the Consorzio Nazionale Obbligatorio dei Concessionari or "CNC") and INPS has been implemented. There can be no assurances, however, that there will be no problems with the system implemented, in particular, in relation to the reconciliation of the information flows regarding collections by the Concessionari.

Rights of set-off of Debtors

The Debtors may be entitled in certain circumstances to set off the amounts due under the Receivables against any credit they may have or accrue against INPS or against any credits which Debtors may have or accrue in respect of taxes. In the Receivables Purchase Agreements, INPS has agreed to keep the Issuer indemnified in respect of any such set-off which may be validly raised against the Issuer.

Credit risk on parties to the Transaction Documents

The ability of the Issuer to make payments in respect of the Notes will depend to a significant extent upon the due performance by the other parties to the Securitisation of their respective various obligations under the Transaction Documents to which they are party. In particular, the timely payment of amounts due on the Notes will depend on the ability of the Concessionari to service and collect the Ruoli Receivables pursuant to the Convenzioni, the ability of INPS to comply with its obligations under the Receivable Purchase Agreements and the Hedging Counterparties complying with their obligations under the Hedging Agreements (or the Swap Guarantor under the Swap Guarantees, as the case may be).

Limited enforcement rights

The protection and exercise of the Noteholders' rights against the Issuer and the security under the Notes is one of the duties of the Representative of the Noteholders (to the extent provided in the Subscription Agreements). The Conditions limit the ability of the Noteholders to take individual action against the Issuer in any circumstances, except where the Representative of the Noteholders, having become obliged to do so, fails to take such actions as are deemed necessary for the protection of the rights of the Noteholders.

Noteholder directions and resolutions in respect of early redemption of the Notes

In certain circumstances, the Notes may become subject to early redemption. Early redemption of the Notes as a result of some circumstances may be dependent upon receipt by

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the Issuer of a direction from, or resolution by, at least certain of the Noteholders pursuant to a vote at a meeting of the relevant Noteholders. If the economic interest of a Noteholder represents a relatively small proportion of the majority and its individual vote is contrary to the majority vote, its direction or vote may be disenfranchised and, if a determination is made by certain of the Noteholders to redeem the Notes, such minority Noteholders may not receive all amounts due and payable to it.

Interest rate risk

The Issuer expects to meet its obligations under the Notes primarily from payments received from collections and recoveries made in respect of the Receivables. Such payments have no natural correlation to EURIBOR (being the base rate for the interest payable on the Notes). To protect the Issuer from a situation where EURIBOR increases to the point where the collections and recoveries are no longer sufficient to cover the obligations of the Issuer under the Notes, the Issuer has entered into interest rate swap agreements with the Hedging Counterparties. Should any Hedging Counterparty fail to provide the Issuer with all amounts owing thereto (if any) as of any payment date under the relevant Hedging Agreement (or the relevant Swap Guarantor under any Swap Guarantee), or should any of the Hedging Agreements be terminated, there is no assurance that the Issuer would be able to meet its obligations under the Notes in full or even in part. In addition, following the occurrence of a Trigger Event there is no assurance that the Hedging Agreements would continue to provide the same protection. Moreover, in the event of insolvency of any Hedging Counterparty, the Issuer will be treated by the relevant receiver as a general creditor of such Hedging Counterparty and there can be no assurance that the Issuer would be able to find a suitable replacement thereto.

Termination of the Hedging Agreements following Tax Event

Certain of the Hedging Agreements provide that if, due to action taken by a relevant taxing authority or brought in a court of competent jurisdiction or any change in tax law, either the Issuer or the relevant Hedging Counterparty, as the case may be, will or is substantially likely to, on the next Interest Payment Date, either:

(a) receive a payment from the other party from which an amount is required to be deducted or withheld for or on account of tax and no additional amount is required to be paid by that other party to ensure that the net amount actually received by the Issuer or the relevant Hedging Counterparty, as the case may be, will equal the full amount that that party would have received had no such withholding or deduction been required; or

(b) be required to pay additional amounts in respect of tax under the Hedging Agreements,

then the relevant Hedging Agreement may be terminated. If the relevant Hedging Agreement is terminated and the Issuer is unable to find a suitable replacement hedge provider, then the Issuer may not have the necessary funds to make the interest payments required to be made by it in respect of the Notes.

Transfer of Receivables

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The transfer of the New Receivables is not effective against any third party creditor of INPS or subsequent assignee of such Receivables from INPS until the payment, even in part and provided that any such payment bears a certain date (data certa), of the relevant purchase price therefore, and until such time any such third party creditor may succeed in attaching assets of INPS, including such Receivables. The purchase price for the New Receivables is being paid on the New Issue Date using the net proceeds of the New Notes.

Limited liquidity

Although application has been made for the New Notes to be listed on the regulated market of the Luxembourg Stock Exchange, there is currently no market for the New Notes. While the New Managers intend to make a market in the New Notes, they are under no obligation to do so.

The Notes have not been registered under the Securities Act and will be subject to significant restrictions on resale in the United States.

There can be no assurance that a secondary market for any of the New Notes will develop, or, if a secondary market does develop in respect of any of the New Notes, that it will provide the holders of such New Notes with liquidity of investments or that it will continue for the life of such New Notes. Consequently, any purchaser of New Notes must be prepared to hold such New Notes until the final redemption or cancellation thereof.

Change of law

The structure of the transaction and, inter alia, the issue of the Notes and ratings assigned to the Notes are based on Italian law, tax and administrative practice in effect at the date hereof, and having due regard to the expected tax treatment of all relevant entities under such law and practice. No assurance can be given as to any possible change to Italian law, tax or administrative practice after the New Issue Date or that such change will not adversely impact the structure of the transaction and the treatment of the Notes. See, for further details, "Selected Aspects of Italian Law" and "Taxation - Taxation in the Republic of Italy".

Without prejudice to the generality of the foregoing, investors should be aware that the provisions of Decree No. 203 implement a reform of the Concessionari system which will have effect from 1 October 2006 and will impact on the servicing of the Receivables.

Furthermore, it cannot be excluded that the Italian Government approves legislation reducing the principal, interest and/or penalties payable on certain types of receivables within the Portfolio (as in the past the Italian Government has approved legislation reducing the level of interest and penalties on certain receivables). See "The Portfolio - General Characteristics of the Portfolio".

Withholding tax under the Notes

In the event that any taxes are imposed in respect of payments to Noteholders of amounts due pursuant to the Notes, including any withholding or deduction for or on account of imposta sostitutiva under Legislative Decree No. 239 of 1 April 1996, as amended ("Decree No. 239"), neither the Issuer nor any other person will be obliged to gross-up or otherwise

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compensate Noteholders for the lesser amounts the Noteholders will receive as a result of the imposition of such taxes. In certain circumstances as set out in Condition 6.3 (Redemption for Taxation), including the imposition of certain new withholding taxes, and upon satisfaction of certain conditions, the Issuer has an optional redemption right or obligation to redeem the Notes in whole, but not in part.

Tax Treatment of the Issuer

The Issuer is a joint stock company and, as such, is subject to: (i) Italian corporate income tax ("IRES"), at a rate presently equal to 33 per cent; and (ii) Italian local tax ("IRAP") at the relevant applicable rate. Pursuant to the regulations issued by the Bank of Italy on 29 March 2000 (Schemi di bilancio delle società per la cartolarizzazione dei crediti), the assets and liabilities and the costs and revenues of the Issuer directly attributable to the securitisation of the Receivables will be treated as off-balance sheet assets and liabilities, costs and revenues (except for the overhead and general expenses and any amount which the Issuer may apply out of the Issuer Available Funds for the payment of such overhead and general expenses). Based on the general rules applicable to the calculation of the net taxable income of a company, taxable income should be calculated on the basis of accounting earnings (that is, on balance sheet earnings), subject to such adjustments as are specifically provided for by applicable income tax rules and regulations. On this basis and within the aforesaid limits, no taxable income should accrue to the Issuer for the purposes of both IRES and IRAP in the context of the securitisation of the Receivables (except for with respect to the overhead and general expenses and any amount which the Issuer may apply out of the Issuer Available Funds for the payment of such overhead and general expenses).

In any event, by virtue of the provisions of paragraph 11 of Article 13, the tax revenues of the Issuer should, in any financial year of the Issuer, match its tax deductible expenses and, as a consequence, no taxable income should accrue to the Issuer in any given financial year with respect to the Portfolio. Furthermore, Circular No. 8/E issued by the Agenzia delle Entrate on 6 February 2003, which clarifies the tax position of securitisation vehicles, confirmed that only once all the creditors who benefit from the segregated securitisation assets (the patrimonio separato) have been paid in full, any income resulting from the business of a securitisation vehicle and available to such securitisation vehicle after fully discharging all its obligations in respect of any costs, fees and expenses in relation to a securitisation transaction would be subject to tax. Consequently, the Issuer should not have any taxable income if no amounts are available to the Issuer after discharging all its obligations deriving from and connected to the Securitisation.

It is, however, pos sible that the Ministry of Economy and Finance or another competent authority may issue further regulations letters or rulings relating to Article 13, the Securitisation Law or the interpretation thereof, which might alter or affect, or which may lead a competent court or authority to take a different view with respect to the tax position of the Issuer as described above. The transaction has been structured so that payment of tax, if any, ranks in priority to payment of amounts due to the Noteholders.

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Any interest which accrues on accounts opened by the Issuer in the Republic of Italy with any Italian bank or any Italian branch of a non-Italian bank will be subject to withholding tax which, as at the date of this Prospectus, is levied at the rate of 27%.

European Savings Directive

Under EU Council Directive No. 2003/48/EC on the taxation of savings income, each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the first fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.

Also with effect from 1 July 2005, a number of non-EU countries, and certain dependent or associated territories of certain Member States, have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident in one of those territories.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts to Noteholders or to otherwise compensate Noteholders for the reduction in the amounts that they will receive as a result of the imposition of such withholding tax. The Issuer will be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the directive (if such a state exists).

Italy has implemented the EU Council Directive No. 2003/48/EC through Legislative Decree no. 84 of 18 April 2005 ("Decree No. 84"). Under Decree No. 84, subject to a number of conditions being met, in the case of int erest (including interest accrued on the Notes at the time of their disposal) paid to individuals that qualify as beneficial owners thereof and are resident for tax purposes in a Member State other than Italy, the paying agent shall report to the Italian tax authorities details of the relevant payments and personal information on the individual beneficial owners. Such information is transmitted by the Italian tax authorities to the competent foreign tax authorities of the Member State of residence of the beneficial owner. In certain circumstances, the same reporting requirements must be complied with also in respect of interest paid to an entity established in another Member State, other than legal persons (with the exception of certain Finnish and Swedish entities), entities whose profits are included in business incomes taxable under general arrangements for business taxation and, in certain circumstances, UCITS recognised in accordance with Directive 85/11/EC.

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Proposed changes to the Basel Capital Accord

In June 1999, the Basel Committee on Banking Supervision (the "Basel Committee") issued proposals for reform of the 1988 Capital Accord and proposed a new capital adequacy framework which places enhanced emphasis on market discipline. Following an extensive consultation period on its proposals, the Basel Committee announced on 11 May 2004 that it had achieved consensus on the framework of the New Basel Capital Accord. The text of the New Basel Capital Accord was published on 26 June 2004. This text will serve as the basis for national and supra-national rule-making and approval processes to continue and for banking organisations to complete their preparation for the implementation of the New Basel Capital Accord at year end 2006. Consequently, recipients of this Prospectus should consult their own advisers as to the consequences to and effect on them of the potential application of the New Basel Capital Accord proposals.

Projections, forecasts and estimates

Forward looking statements including estimates, any other projections and forecasts in this document are necessarily speculative in nature and some or all of the assumptions underlying the forward looking statements may not materialise or may vary significantly from actual results.

The Representative of the Noteholders

The Conditions and the Intercreditor Agreement contain provisions requiring the Representative of the Noteholders to have regard to the interests of the holders of the Notes as regards all powers, authorities, duties and discretions of the Representative of the Noteholders as if they formed a single Series and the Representative of the Noteholders shall not be bound, in the event of a conflict between the interests of the holders of different Series of Notes, to have regard only to the interests of the holders of one of the Series of Notes.

Suitability

Structured securities, such as the Notes, are sophisticated instruments, which can involve a significant degree of risk. Prospective investors in any Series of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to the relevant risk. Such prospective investors should also ensure that they have sufficient knowledge, experience and access to professional advice to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Notes and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition.

Fixed and floating security

Security given under the English law governed transaction documents, although expressed as fixed security, may take effect as a floating charge and thus on enforcement, certain preferential creditors may rank ahead of the Noteholders in respect of the security given thereunder.

Historical, financial and other information

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The historical, financial and other information set out in the section headed "The Portfolio" and elsewhere herein represents the historical experience of INPS. There can be no assurance that the performance of the Portfolio, will be similar to the experience shown in this Prospectus.

The Issuer believes that the risks described above are the principal risks inherent in the transaction for Noteholders, but the inability of the Issuer to pay interest or repay principal on the Notes may occur for other reasons. While the various structural elements described in this Prospectus are intended to lessen some of these risks for holders of the Notes, there can be no assurance that these measures will be sufficient or effective to ensure payment to the holders of the Notes of interest or principal on such Notes on a timely basis or at all.

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THE PORTFOLIO

It should be noted that for the purposes of the compilation of the statistics and historical data on which the information in this section is based, the meaning of the defined terms used in this section do not fully conform to the meanings of the same terms used elsewhere in this Prospectus.

1. GENERAL CHARACTERIST ICS OF THE DEBTORS

Debtor type

The Portfolio contains three broad debtor types:

(a) employers which are on behalf of their employees required to fill out monthly statements for payments of social security contributions (referred to in this section as "Aziende");

(b) self-employed persons which are required to pay social security contributions themselves (Artigiani e Commercianti) (referred to in this section as "Autonomi"); and

(c) other than with respect to the New Portfolio, farm owners, agricultural enterprises and agricultural workers (referred to in this section as "Agricoli").

Contributions to social security in Italy are compulsory and given the national status of INPS, the Receivables are distributed widely across Italy. Contributions, including the Receivables, are governed by Italian law.

Economic environment

All of the Debtors are situated in Italy.

Italy's GDP grew by 1.2 per cent. in 2004, more slowly than that of the other main European economies. Output was sustained mainly by consumption and investment, while stocks were a slight drag on growth. In the fourth quarter, GDP contracted by 1.2 per cent. on an annualised basis.

Growth in value added increased slightly in services (from 0.9 per cent. in 2003 to 1.2 per cent. in 2004) and in construction (from 2.3 per cent. in 2003 to 2.7 per cent.).

In 2004, general government net borrowing remained unchanged at 3.2 per cent. of GDP and general government debt declined from 106.8 per cent. to 106.5 per cent. of GDP, due largely to the privatisations and sales of property.

2. GENERAL CHARACTERIST ICS OF THE PORTFOLIO

General

The Portfolio consists of social security contributions classified as "in arrears" by INPS. Contributions to social security in Italy are compulsory in accordance with Royal Decree No. 1827 of 4 October 1935 and are paid by companies on behalf of their employees and directly

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by self-employed individuals. An annual declaration form must be filed with details of earning and giving rise to the claims.

INPS has given various representations and warranties on the Portfolio to the Issuer. See "Description of the Transaction Documents - The Receivables Purchase Agreements."

The Portfolio has characteristics that demonstrate capacity to produce funds to service payments due and payable on the Notes.

Rescheduling of payment obligations in respect of social security contributions in arrears following an amnesty (condoni)

Several laws (in the form of amnesties or "condoni") have been enacted by the Italian Parliament in recent years, offering debtors with social security contributions in arrears a reduction on the interest and penalties payable for the delay, provided that the debtor, in making the application for such reduction, acknowledges his debt as due to INPS and commits to paying the debt in accordance with an agreed instalment plan outlined in the relevant law. If the application is approved, the relevant debt becomes payable according to the specified repayment plan. Non-payment under the plan results in the original amount of debt, together with all applicable interest and penalties, becoming immediately due and payable to INPS, irrespective of the reduction and deferral initially granted. The last condono applicable to social security contributions was passed in 1998.

Condoni on social security contributions have thus far never allowed reductions of the principal amount but only a reduction or, in certain circumstances, a waiver of interest and penalties and a rescheduling of the principal payment due. Each law has generally provided an instalment repayment plan. Notwithstanding this, a condono could in the future apply also to principal. In the case of a new amnesty, it is likely that the relevant debtor would need to submit an application to INPS, requesting the benefit of such amnesty and, if approved, such debtors' receivables will become payable according to a rescheduled repayment plan outlined in the relevant legislation.

3. SELECTED STATISTICAL DATA OF THE ORIGINAL PORTFOLIO

General

The following tables outline the receivables for (i) the Aziende and Autonomi categories as at 31 March 2000 and for the Agricoli category as at 30 June 2000, in each case transferred pursuant to the First Receivables Purchase Agreement, (ii) the receivables for the Aziende, Autonomi and Agricoli categories as at 30 September 2001, in each case transferred pursuant to the Second Receivables Purchase Agreement, (iii) the receivables for the Aziende, Autonomi and Agricoli categories as at 29 October 2002, in each case transferred pursuant to the Third Receivables Purchase Agreement, (iv) the receivables for the Aziende, Autonomi and Agricoli categories as at 31 October 2003 with respect to the 2002 Receivables and 31 May 2004 with respect to the 2003 Receivables (each as defined below), in each case transferred pursuant to the Fourth Receivables Purchase Agreement; and (v) the receivables for the Aziende, Autonomi and Agricoli categories as at 15 October 2004 in each case transferred pursuant to the Fifth Receivables Purchase Agreement.

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It should be noted that these tables have been prepared on the basis of:

(i) the final lists of credits provided by INPS in accordance with the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Third Receivables Purchase Agreement, the Fourth Receivables Purchase Agreement and the Fifth Receivables Purchase Agreement; and

(ii) the adjustment to the final lists of credits relating to the Original Portfolio.

Analysis of Aziende, Autonomi and Agricoli credits by recovery phase

The table shows amounts relating to original nominal amount due, and penalties, interest and other additional sums due as of the above mentioned dates.

Original Portfolio composition:

All amounts are in millions of Euro

Aziende

Recovery phase

Nominal value

Penalties and interest

Amnesty & payments in instalments (dilazioni)

Total

Administrative 16,817 7,674 - 24,491

Legal 9,888 12,957 - 22,845

Amnesty - - 2,163 2,163

Total 26,705 20,631 2,163 49,499

Autonomi

Administrative 14,048 4,319 - 18,367

Legal 821 999 - 1,820

Amnesty - - 636 636

Total 14,869 5,318 636 20,823

Agricoli

Administrative 5,661 233 - 5,894

Legal 110 - - 110

Amnesty - - 971 971

Total 5,771 233 971 6,975

Aggregate total 47,345 26,182 3,770 77,297

Geographical distribution of Aziende, Autonomi and Agricoli Original Receivables

All amounts are in millions of Euro.

56

The table below includes amounts payable as principal, penalties, interests and other additional sums and exclude Original Receivables relating to amnesties and payments in instalments.

Region Aziende Amount

Aziende %

Autonomi Amount

Autonomi %

Agricoli Amount

Agricoli %

Piedmont 3,094 6.5% 1,500 7.4% 100 1.7% Aosta Valley 49 0.1% 46 0.2% 5 0.1% Lombardy 8,069 17.0% 2,796 13.8% 132 2.2% Veneto 3,170 6.7% 1,074 5.3% 137 2.3% Trentino Alto Adige 380 0.8% 171 0.8% 17 0.3% Friuli Venezia Giulia 749 1.6% 314 1.6% 25 0.4% Liguria 1,217 2.6% 704 3.5% 35 0.6% Emilia Romagna 2,393 5.1% 1,135 5.6% 139 2.3% Total Northern Italy 19,123 40.4% 7,741 38.3% 590 9.8% Tuscany 3,047 6.4% 1,338 6.6% 107 1.8% Marche 1,211 2.6% 419 2.1% 52 0.9% Umbria 678 1.4% 263 1.3% 40 0.7% Lazio 7,506 15.9% 2,162 10.7% 283 4.7% Abruzzo 1,352 2.9% 499 2.5% 76 1.3% Molise 322 0.7% 108 0.5% 32 0.5% Total Central Italy 14,115 29.8% 4,790 23.7% 590 9.8% Campania 4,341 9.2% 1,997 9.9% 962 16.0% Puglia 2,968 6.3% 1,486 7.4% 1,602 26.7% Basilicata 458 1.0% 239 1.2% 266 4.4% Calabria 1,266 2.7% 912 4.5% 726 12.1% Sicily 3,664 7.7% 2,342 11.6% 1,093 18.2% Sardinia 1,400 3.0% 681 3.4% 177 2.9% Total Southern Italy 14,097 29.8% 7,657 37.9% 4,824 80.3% Total 47,335 100% 20,189 100% 6,004 100%

Age distribution of Aziende, Autonomi, and Agricoli Original Receivables


The table below excludes amounts payable as penalties, interest and other additional sums and exclude Original Receivables relating to amnesties and payments in instalments.

Year Aziende Amount

(€)

Aziende %

Autonomi Amount

(€)

Autonomi %

Agricoli Amount

(€)

Agricoli %

1989 and prior 1,271 4.8% 404 2.7% 348 6.0% 1990 1,232 4.6% 161 1.1% 88 1.5% 1991 269 1.0% 229 1.5% 102 1.8% 1992 868 3.2% 260 1.8% 147 2.5% 1993 1,045 3.9% 319 2.1% 261 4.5%

57

1994 1,151 4.3% 421 2.8% 210 3.6% 1995 1,379 5.2% 670 4.5% 268 4.6% 1996 1,273 4.8% 678 4.6% 324 5.6% 1997 1,432 5.4% 968 6.5% 329 5.7% 1998 1,471 5.5% 1,298 8.7% 368 6.4% 1999 1,708 6.4% 1,632 11.0% 217 3.8% 2000 1,746 6.5% 1,131 7.6% 528 9.1% 2001 1,875 7.0% 1,530 10.3% 628 10.9% 2002 1,993 7.5% 1,726 11.6% 529 9.2% 2003 3,027 11.3% 1,601 10.8% 660 11.4% 2004 4,965 18.6% 1,841 12.4% 764 13.2% Total 26,705 100% 14,870 100% 5,771 100%

4. HISTORICAL DATA ON INPS' AGGREGATE RECEIVABLES FOR SOCIAL SECURITY CONTRIBUTIONS IN ARREARS

Value of Aggregate Receivables recorded

The following tables show the total gross and net book value of the receivables of the same nature as the Original Receivables present on the balance sheet of INPS over time. Each receivable consists of two components: (i) nominal value, and (ii) penalties, interest and other additional sums payable thereon.

Only the nominal value of the Receivables is recorded in the balance sheet of INPS. The penalties, interest and other additional sums payable on the receivables are not stated in INPS' balance sheet and are recognised in INPS' statement of revenue and expenses only once the receivables are paid.

Nominal value(1) of Aggregate INPS Receivables outstanding


1995 1996 1997 1998 1999 2000 2001

2002 2003

Aziende 9,278 10,466 12,406 12,962 12,128 13,961 14,642 14,803 15,891 Autonomi 3,901 4,984 5,947 6,745 7,089 7,474 7,964 8,446 9,032 Agricoli 2,218 2,315 2,645 3,086 3,309 3,498 3,639 3,835 4,074 Total 15,397 17,765 20,998 22,793 22,526 24,933 26,245 27,084 28,997

(1) Nominal value represents the principal value of Original Receivables, without interest penalties and other additional sums.

Source: INPS' Financial Statements

Net book value(1) of Original Receivables outstanding


58

1995 1996 1997 1998 1999 2000 2001 2002

2003

Aziende 5,547 5,700 6,664 6,140 5,519 6,325 7,066 7,526 8,102 Autonomi 2,938 2,880 3,481 3,838 4,047 4,269 4,637 4,992 5,332 Agricoli 1,342 1,504 1,768 1,774 1,855 1,951 2,067 2,226 2,352 Total 9,827 10,084 11,913 11,752 11,421 12,545 13,770 14,743 15,786

(1) Net book value represents the nominal value of Original Receivables net of allowances for bad debts as determined by INPS.

Source: INPS' Financial Statements

Ratio of net book value to nominal value

1995 1996 1997 1998 1999 2000 2001 2002

2003

Aziende 59.8% 54.5% 53.7% 47.4% 45.5% 45.3% 48.3% 50.8% 51.0% Autonomi 75.3% 57.8% 58.5% 56.9% 57.1% 57.1% 58.2% 59.1% 59.0% Agricoli 60.5% 65.0% 66.8% 57.5% 56.1% 55.8% 56.8% 58.0% 57.7% Total 63.8% 56.8% 56.7% 51.6% 50.7% 50.3% 52.5% 54.4% 54.4%

5. GENERAL CHARACTERIST ICS OF THE NEW PORTFOLIO

The New Portfolio is composed of credits originated (or accounted for in the relevant financial year) (i) in the course of the year 2005, and (ii) which have not already been collected by INPS as of 30 April 2005, and (iii) which have not been, nor shall be, cancelled by INPS in accordance with its internal procedure for collection of receivables prior to the date immediately preceding the date on which the lists referred to below are to be delivered. The credits satisfying these criteria are referred to as the "New Receivables". The debtor types are the same as those included in the portfolios previously transferred to the Issuer other than Agricoli, which are not transferred as part of the New Portfolio.

INPS has guaranteed that the lists of credits, to be delivered by 31 May 2006, with respect to the New Receivables will contain a minimum amount of credits as principal for each category, indicated as follows:

• Aziende: Euro 4,200,000,000

• Autonomi: Euro 1,800,000,000

with an aggregate amount of not less then Euro 6,000,000,000.

Pursuant to the provisions of the Sixth Receivables Purchase Agreement, any shortfall in the actual amounts delivered from the guaranteed amounts will have to be covered by INPS according to a predetermined mechanism. See for further information "Description of the Transaction Documents - The Sixth Receivables Purchase Agreement".

59

6. HISTORICAL RECOVERIES

Recovery methods

Recoveries have been made using the following recovery methods:

(i) administrative phase managed by INPS;

(ii) legal phase managed by INPS;

(iii) amnesties;

(iv) Concessionari recoveries; and

(v) other methods (including recoveries from a collection agency trial in 1989).

Administrative phase

A recovery is deemed to be in the administrative phase if a payment is received prior to the commencement of any legal process.

Legal phase

Under INPS recovery procedures, if the debtor has not made any payment in respect of the amount owed, then details of the receivable are passed onto the legal department of INPS. Legal proceedings against the debtor start during this phase and would lead to judicial enforcement procedures. This category within the Original Receivables is limited mainly to those Receivables that were already in the Legal phase at the time of the introduction of the Concessionari system.

Historical recovery rates for the legal and administrative phases

By assessing the annual recovery levels for receivables originated in a particular year, recovery rates over time can be calculated for Aziende, Autonomi and Agricoli. These recovery rates are calculated using the following formula:

INPS recoveries made in years "N+1", "N+2" .... related to receivables originated in year "N"

Receivables originated and outstanding at end of year "N" net of subsequent year reductions*

%

* The amount of outstanding receivables may be reduced due to eliminazioni (non existence or other write offs) or to variazioni residui (adjustments to previous year residual debts).

The tables below take into account only principal recoveries (excluding any penalties and interest) obtained by INPS. This includes principal recoveries deriving from condoni (amnesties), rateazioni (payment in instalments), and legal and administrative phase recoveries managed by INPS. No Concessionari collections are included. The introduction of the Concessionari has reduced the amount of receivables allocated to INPS for recovery to (i) those for which, at the time of the First Receivables Purchase Agreement, legal proceedings

60

had already being commenced, (ii) amnesties, and (iii) newly originated credits prior to being passed on to Concessionari.

Note that all collections related to a particular condoni receivable are accounted for by INPS on the year in which the condono is "closed", resulting in an overestimate of collections in certain years and an underestimate in others. The tables in this section have been adjusted to remove this effect.

The collection amounts used for the calculations refer only to collections that have already been reconciled with the relevant credits. Reconciliation between cash collected or received and the relevant credit is an ongoing process that may take several months.

Recovery rates for Receivables originated in a particular ("N") year - Aziende

N= 2003

N= 2002

N= 2001

N= 2000

N= 1999

N= 1998

N= 1997

N= 1996

N= 1995

N= 1994

Average

N+1 17.7% 11.3% 14.1% 14.9% 17.2% 20.9% 15.3% 11.1% 4.9% 19.6% 14.7% N+2 8.0% 4.5% 4.5% 4.8% 6.8% 12.3% 6.7% 8.1% 4.2% 6.7% N+3 2.7% 3.1% 2.4% 3.3% 5.9% 14.1% 8.1% 4.6% 5.5% N+4 2.1% 1.7% 2.1% 4.0% 7.0% 16.4% 8.7% 6.0% N+5 2.1% 1.4% 3.4% 5.0% 6.1% 10.8% 4.8% N+6 1.9% 3.1% 4.0% 3.6% 4.2% 3.4% N+7 3.9% 4.0% 2.4% 2.6% 3.2% N+8 4.9% 2.3% 1.8% 3.0% N+9 2.8% 1.6% 2.2% N+10 2.0% 2.0% Total 17.7% 19.3% 21.3% 24.6% 28.1% 36.3% 48.0% 56.7% 54.7% 60.3% 51.5%

Recovery rates for Receivables originated in a particular ("N") year – Autonomi

N= 2003

N= 2002

N= 2001

N= 2000

N= 1999

N= 1998

N= 1997

N= 1996

N= 1995

N= 1994

N= 1993

Average

N+1 16.3% 19.5% 35.5% 20.1% 32.3% 20.7% 22.3% 28.1% 21.8% 16.2% 35.3% 24.4% N+2 5.4% 1.2% 2.1% 4.3% 5.1% 1.1% 3.6% 4.1% 1.2% 1.0% 2.9% N+3 3.8% 1.0% 1.2% 3.4% 1.5% 1.7% 3.9% 4.1% 0.5% 2.3%

N+4 3.6% 0.6% 1.8% 2.5% 1.9% 2.4% 4.3% 2.6% 2.5% N+5 0.9% 0.8% 1.0% 4.3% 2.4% 2.7% 2.0% 2.0% N+6 0.6% 0.4% 1.8% 7.5% 2.7% 1.7% 2.4% N+7 0.3% 0.6% 2.3% 9.2% 2.7% 3.0% N+8 0.4% 0.6% 2.7% 5.0% 2.2% N+9 0.5% 0.5% 1.3% 0.8% N+10 0.4% 0.4% 0.4% N+11 0.2% 0.2% Total 16.3% 24.9% 40.5% 26.8% 39.2% 32.4% 29.0% 42.4% 45.4% 44.1% 52.7% 43.1%

Recovery rates for Receivables originated in a particular ("N") year – Agricoli

N=2003 N=2002 N=2001 N=2000 N=1999 N=1998 N=1997 Average N+1 19.9% 26.8% 33.0% 45.1% 41.4% N/A N/A 23.7%

61

N+2 2.4% 4.6% 3.9% 4.7% 4.0% N/A 3.3% N+3 1.0% 0.5% 0.8% 1.4% 10.2% 2.8% N+4 2.5% 2.1% 0.4% 6.2% 2.8% N+5 0.2% 0.3% 5.4% 2.0% N+6 0.4% 4.9% 2.7% N+7 4.3% 4.3%

Total 19.9% 29.2% 38.6% 51.9% 49.2% 6.5% 31.0% 41.5% * These percentages are calculated on 1997 and 1998 residual receivables outstanding at 31 December 1999. Earlier data not available.

The following tables show the reductions applied to total receivables originated in a given year in years following the year of origination, until 31 December 2004. A negative number means an increase in the amount of receivables.

Reductions of Receivables by year of origination - Aziende


Origination year N=

2003 N= 2002

N= 2001

N = 2000

N = 1999

N = 1998

N = 1997

N = 1996

N = 1995

N = 1994

Cancellations 14 44 111 48 59 118 222 241 264 310 Variazioni residui

(20)

(12)

(42)

(46)

(19)

(29)

(10)

49

100

41

Outstanding Receivables at the end of the year

3,276

2,434

2,255

2,139

1,922

2,074

2,581

2,257

2,335

2,433

% Cancellations 0.4% 1.8% 4.9% 2.2% 3.1% 5.7% 8.6% 10.7% 11.3% 12.7%

% Variazioni residui

(0.6%)

(0.5%)

(1.9%)

(2.1%)

(1.0%)

(1.4%)

(0.4%)

2.2%

4.3%

1.7%

Total % Cancellations and Variazioni residui

-0.2%

1.3%

3.1%

0.1%

2.1%

4.3%

8.2%

12.9%

15.6%

14.4%

Reductions of Receivables by year of origination - Autonomi


Origination year

N= 2003

N= 2002

N= 2001

N = 2000

N = 1999

N = 1998

N = 1997

N = 1996

N = 1995

N = 1994

N = 1993

Cancellations 95 169 198 273 269 335 362 383 427 262 165 Outstanding Receivables at the end of the year

1,828

1,803

2,088 1,908

2,170

1,823 1,677

2,065

2,139 1,715

1,283

% Cancellations

5.20% 9.37% 9.48% 14.31% 12.40% 18.38% 21.59% 18.55% 19.96% 15.28% 12.86%

62

Reductions of Receivables by year of origination - Agricoli


N = 2003

N = 2002

N= 2001

N= 2000

N = 1999

N = 1998

N = 1997

Cancellations and natural disaster write offs

26 20

104

49

70

59

58 Outstanding Receivables at the end of the year **

757 707

818

790

804

612

355 % Cancellations 3.4% 2.8% 12.7% 6.2% 8.7% 9.6% 16.3% * Data on cancellations and natural disaster write-offs which occurred in 1998 and 1999 relating to receivables originated in years 1997 and 1998 are not available

** 1997 and 1998 outstanding receivables are the 1997 and 1998 residual receivables outstanding at 31 December 1999.

Historical recoveries for the legal and administrative phases – age breakdown

By assessing the composition of annual total recoveries by the year of origination of the related receivables, the relevance of newer and older cohorts to INPS recoveries can be estimated for Aziende and Autonomi (tables were not compiled for Agricoli given the limited number of years of data available). For each year the tables below show the percentage that recoveries related to a particular cohort in a particular year represent of total recoveries for that year:

INPS recoveries made in year "X" related to receivables originated in year "X-1", "X-2", "X-3", …

Total INPS recoveries made in year "X" related to receivables originated prior to year "X"

%

The tables below take into account the same data underlying the tables in the previous section. Thus, it includes only principal recoveries (excluding any penalties and interest) accounted for by INPS. This includes principal recoveries deriving from condoni* (amnesties), rateazioni (payment in instalments), legal and administrative phase managed by INPS. No Concessionari collections are included. The introduction of the Concessionari has reduced the amount of receivables allocated to INPS for recovery to (i) those for which, at the time of the First Receivables Purchase Agreement, legal proceedings had already being commenced, (ii) Amnesties, and (iii) newly originated credits prior to being passed on to Concessionari .

* Note that all collections related to a particular condoni receivable are accounted for by INPS on the year in which the condono is settled, resulting in an overestimate of collections in certain years and an underestimate in others. The tables in this section have been adjusted to remove this effect.

Age breakdown of recoveries in a particular ("X") year - Aziende

63

X=2004 X=2003 X=2002 X=2001 X=2000 X=1999 X=1998

X-1 43.2% 33.4% 35.3% 32.4% 27.4% 18.3% 27.8% X-2 14.3% 11.7% 11.1% 9.4% 11.4% 13.6% 12.0% X-3 4.3% 7.9% 5.2% 6.7% 12.8% 14.1% 14.0% X-4 3.2% 3.9% 4.8% 10.8% 13.9% 16.7% 14.7% X-5 2.9% 3.4% 9.7% 12.4% 12.2% 10.9% 31.6%1 X-6 2.7% 9.2% 10.3% 9.0% 8.4% 26.3%2 X-7 7.0% 10.3% 6.4% 6.4% 13.8% 3 X-8 7.6% 6.3% 4.7% 12.9%4 X-9 4.6% 4.4% 12.5%5 X-10 3.3% 9.6%6 X-11 7.0% 7

Total 100% 100% 100% 100% 100% 100% 100% 1 X-5 years and prior years

2 X-6 years and prior years




6X-10 years and prior years


Age breakdown of recoveries in a particular ("X") year - Autonomi

X=2004 X=2003 X=2002 X=2001 X=2000 X=1999 X=1998

X-1 49.7% 73.7% 70.3% 30.3% 71.3% 70.9% 55.9% X-2 15.4% 5.3% 3.6% 7.6% 8.8% 3.2% 11.6% X-3 12.5% 3.9% 2.3% 4.6% 2.3% 6.6% 12.7% X-4 10.4% 2.8% 2.8% 3.1% 3.6% 9.4% 12.0% X-5 3.0% 2.8% 1.4% 6.8% 4.7% 9.8% 2 7.8%1 X-6 1.6% 1.1% 3.2% 11.8% 4.5% X-7 0.6% 2.2% 4.2% 12.4% 3.5% X-8 1.3% 2.4% 4.1% 5.2% 1.2%3 X-9 1.4% 1.8% 1.5% 18.2% 4 X-10 1.0% 0.9% 6.7%5 X-11 0.5% 3.2% 6 X-12 2.6%7 Total 100% 100% 100% 100% 100% 100% 100%


2X-5 yeas and prior years






Performance of the Original Portfolio

64

The First Portfolio Notes, the Second Portfolio Notes, the Series 4A Notes and the Series 5 Notes have been redeemed in full. In particular:

(a) the Series 1 Notes were redeemed in full on the expected maturity date falling in January 2001;

(b) the Series 2 Notes were redeemed in full on the expected maturity date falling in January 2002;

(c) the Series 3 Notes were redeemed in full July 2002, one year prior to the expected maturity date;

(d) the Series 4 Notes were redeemed in full on the expected maturity date falling in July 2004;

(e) the Series 4A Notes were redeemed in full on the expected maturity date falling in July 2004; and

(f) the Series 5 Notes were redeemed in full on the expected maturity date falling in July 2004

The following tables provide a description of the overall collections.

Breakdown of collections made by INPS and paid to the Issuer up to 15 October 2005, by type of debtor and recovery phase (excludes Concessionari collections)

All amounts are in millions of Euro and net of collection fees

Aziende Autonomi Agricoli Total

Administrative and payments in instalments (dilazioni)

3,583 1,075 340 4,998

Legal 1,101 120 0 1,222 Amnesty 974 383 375 1,732 Set-offs and transfers (compensazioni e cessioni)

420 1 0 422

Total 6,078 1,580 715 8,373 Not assigned payments 0 0 0 32 Grand total 6,078 1,580 715 8,405

Breakdown of collections made by INPS and paid to the Issuer up to 15 October 2005 by region (excludes Concessionari collections)

All amounts are in millions of Euro and are net of collection fees

Region Collections % Piedmont 605 7.2% Aosta Valley 19 0.2% Lombardy 1,436 17.1%

65

Liguria 206 2.5% Trentino Alto Adige 92 1.1% Veneto 671 8.0% Friuli Venezia Giulia 146 1.7% Emilia Romagna 583 6.9% Northern Italy 3,758 44.7% Tuscany 525 6.2% Umbria 133 1.6% Marche 208 2.5% Lazio 971 11.6% Abruzzo 257 3.1% Molise 50 0.6% Central Italy 2,144 25.5% Campania 764 9.1% Puglia 481 5.7% Basilicata 102 1.2% Calabria 231 2.7% Sicily 687 8.2% Sardinia 237 2.8% Southern Italy 2,502 29.8%

Total 8,404 100.0%

Collections made by the Concessionari and paid to the Issuer up to 30 September 2005

As at 30 September 2005, the Concessionari had collected and paid to the Issuer Euro 3,868,953,000 million since November 1999, gross of collection fees.

INPS has performed an analysis on collections by Concessionari as reported to INPS, separating nominal value payments from interest and penalties. The following tables show collections by Concessionari since November 1999 broken down by type of collection (nominal amounts and interest and penalties) and by age of receivable (year in which the payment was originally due):

Breakdown of collections made by the Concessionari and paid to the Issuer by year of origination*

All amounts are in thousands of Euro

Aziende Collections

Autonomi Collections

Agricoli Collections

Total Collections

Origination Year

Nominal Value

Penalties & Interest

Nominal Value


Nominal Value


Nominal Value


Before 1980 458 2,486 11 38 51 153 520 2,678 1980 193 520 44 128 61 149 298 798 1981 207 646 231 694 142 298 580 1,639 1982 191 786 1,171 3,344 418 868 1,780 4,997 1983 234 715 1,670 4,403 420 774 2,324 5,892 1984 272 847 2,600 5,860 703 1,154 3,575 7,861 1985 483 1,321 4,565 8,942 1,060 1,569 6,108 11,831

66

1986 488 1,289 4,264 7,461 1,000 1,387 5,752 10,137 1987 507 1,240 7,088 10,418 783 1,033 8,378 12,691 1988 781 1,570 12,643 15,937 2,071 2,435 15,495 19.942 1989 1,160 2,166 16,007 18,197 3,184 3,319 20,352 23,682 1990 1,887 3,459 29,658 32,001 4,044 3,746 35,589 39,206 1991 2,885 4,732 45,669 47,253 5,426 5,021 53,951 57,006 1992 5,494 8,087 34,166 33,314 5,833 5,127 45,493 46,528 1993 6,038 8,105 46,979 41,870 6,432 5,777 59,449 55,752 1994 9,413 12,701 76,779 60,047 8,045 6,469 94,237 79,217 1995 15,172 17,890 109,020 72,209 10,785 6,919 134,976 97,017 1996 27,101 25,571 151,886 85,420 14,600 7,259 193,586 118,250 1997 44,275 37,626 239,813 96,951 20,108 7,792 304,195 142,369 1998 93,052 38,761 281,914 73,015 63,724 16,891 438,691 128,668 1999 117,642 30,902 246,359 44,582 65,195 12,400 429,196 87,885 2000 85,486 23,241 143,786 30,225 49,538 7,423 278,809 60,889 2001 62,031 12,253 211,757 53,646 41,340 5,551 315,128 71,449 2002 33,383 6,183 166,982 44,088 25,258 3,469 225,623 53,740 2003 0 802 38,647 3,983 9,941 1,173 48,588 5,959 2004 0 196 1 0 0 0 1 196 Total 508,802 244,097 1,873,712 794,028 340,158 108,156 2,722,672 1,146,280

*Concessionari collections during the year following origination of the receivables are limited due to time required in the year following origination to complete prior procedures (e.g. the avviso bonario) and the transfer to Concessionari and notification to the Debtors.

The amounts shown in the table above reflect collections up to 15 October 2005 gross of Concessionari servicing fee. The data are not comprehensive of all Concessionari collections to that date, but only of those collections in respect of which INPS has received and processed detailed information from Concessionari.

Geographical breakdown of collections made by the Concessionari and paid to the Issuer

All amounts are in thousands of Euro

Region Assigned Collections*

%

Aosta Valley 11,366 0% Piedmont 208,614 8%

Liguria 133,111 3% Lombardy 651,610 17% Veneto 302,521 8% Trentino Alto Adige 52,738 1% Friuli Venezia Giulia 76,884 2% Emilia Romagna 304,174 8% Total Northern Italy 1,841,018 48% Tuscany 286,380 7% Umbria 66,188 2% Marche 112,309 3% Lazio 356,734 9% Abruzzo 105,689 3% Total Central Italy 927,299 24% Basilicata 49,731 1% Campania 276,250 7% Calabria 98,167 3%

67

Molise 24,798 1% Puglia 253,807 7% Sardinia 117,623 3% Sicily 280,259 7.2% Total Southern Italy & Islands 1,100,635 28% Total Concessionari Collections 3,868,953 100% *Includes both principal as well as penalties & interest.

The amounts shown in the table above reflect collections up to 15 October 2005 gross of Concessionari servicing fee. The data are not comprehensive of all Concessionari collections to that date, but only of those collections in respect of which INPS has received and processed detailed information from Concessionari.

7. RESIDUAL ORIGINAL PO RTFOLIO

Original Portfolio as of 15 October 2005 (including penalties and interest but excluding the New Receivables)


Aziende Autonomi Agricoli Total Administrative and payments in instalments (dilazioni)

17,408,310

16,427,713 5,228,037 39,064,059

Legal 21,738,921 1,699,970 109,658 23,548,548

Amnesty 1,162,838 254,226 586,272 2,003,335

Total 40,310,068 18,381,909 5,923,967 64,615,944

Note: The above residual Original Portfolio as of 15 October 2005 is computed by subtracting from the Original Portfolio amounts collected up to that date, gross of collection fees.

8. COLLATERALISATION AND CASH FLOWS

As of 15 October 2005, the total residual collateral in the Original Portfolio was Euro 64,615,944,000. Assuming that the total collateral in the Sixth Portfolio has a value equal to the minimum guaranteed amounts of Euro 4,200,000,000 for the Aziende New Receivables and Euro 1,800,000,000 for the Autonomi New Receivables, the nominal aggregate amount of the outstanding Original Notes and the New Notes is equal to 16.3% of such value of the Portfolio.

As regards the New Notes, the base case is the starting point for the analysis to determine the Final Maturity Dates of the New Notes and start date for mandatory redemption thereof. The base case is determined by estimating the average historical performance by vintage cohort and type of debtor on the basis of historical data on INPS and the Concessionari and the penalties and interest collections by vintage cohort and type of debtor on the basis of available historical data, projecting the performance with certain haircutting, applying the projections to the total Portfolio (using the minimum guaranteed amounts for New Notes) and verifying consistency with past deal performance.

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LATEST ISSUER INVESTOR REPORT

The following is a copy of the text of the report to investors in the Original Notes published in November 2005. This report relates to the Original Receivables purchased by the Issuer pursuant to the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Third Receivables Purchase Agreement, the Fourth Receivables Purchase Agreement and the Fifth Receivables Purchase Agreement, more detailed information on which is contained in the section entitled "The Portfolio". This report is contained for ease of reference only and terminology used therein may not be identical to the capitalised terms used elsewhere in this Prospectus. The results described in the report are not to be taken as indicative of the future performance of collections.

"S.C.C.I. S.p.A.

Investor Report

November 2005

*********************

31 January 2006 Coupon Payment Summary

1) Coupon rates payable on 31/01/06

Series 5A 2.194% per annum 1.1336% per period (186 days) Series 6 2.434% per annum 1.2576% per period (186 days) Series 7 2.334% per annum 1.2059% per period (186 days) Series 8 2.234% per annum 1.1542% per period (186 days)

2) Interest amounts payable on 31/01/06

Series 5A €17,004,000.00 Series 6 €18,864,000.00 Series 7 €18,088,500.00 Series 8 €23,661,100.00 TOTAL €77,617,600.00

*********************

Index

• Summary

• Collections: Overall Performance

• Collections: Comparison with Base Case

• Collections through Concessiona ri

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• Appendix

*********************

Summary

• S.C.C.I. collections from 12 January 2005 to 15 October 2005 amounted to €1.947 million. On 31 October 2005, the balance of the collection account at the Bank of Italy stood at €3.187 million.

• This amount is already sufficient to (a) pay all the interest on all the outstanding Series of Notes up to and including the July 2007 Interest Payment Date, (b) fully reimburse the Series 5A Notes, which will be redeemable in July 2006, and (c) reimburse approximately 83% of the Series 6 Notes, which will be redeemable in July 2007.

• The collections from 12 January 2005 to 15 October 2005 (€1.947 million) are 6.3% higher than Base Case projections presented at the launch of the INPS 5 issuance (€1.832 million on a 9-month basis, €2.442 million for the whole 2005) and also above those reported during the same period in 2004 (€1.890 million).

• The Concessionari collections in the period amounted to €679 million, in line with those reported during the corresponding period in 2004.

*********************

Collections: Overall Performance

COLLECTIONS S.C.C.I. FROM 12.01.2005 TO 15.10.2005 (net of the servicing fee)

(Euro/000)

*********************

Collections: Overall Performance (continued)

Administrative phase &

payments in instalments

Legal phase Condono Compensazioni and Cessioni

Total INPS Concessionari Total

Aziende Autonomi Agricoli

832,395 145,436 34,649

94,701 10,602

0

30,300 12,176 36,903

65,633 0 0

1,023,029 168,214 71,552

Total 1,012,480 105,303 79,379 65,633 1,262,795 679,309 1,942,104 Collections to be allocated 4,489 Total 1,946,593

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Account Balance S.C.C.I. at the Bank of Italy

S.C.C.I. Balance as at 15.10.05 (Euro/000)

S.C.C.I. Balance 3,126,035 of which:

Series 5 and Series 6 Debt Service Reserve -200,000

S.C.C.I. Balance as at 31.10.05

(Euro/000)

S.C.C.I. Balance 3,187,256(*) of which:

Series 5 and Seri es 6 Debt Service Reserve -200,000

* This amount is inclusive of interest accrued on S.C.C.I. account during the first semester of 2005, accounted for on 18 October 2005 for an amount equal to €25,026,926.69.

*********************

Collections: Overall Performance (Continued)

S.C.C.I. QUARTERLY COLLECTIONS*

(1 January 2000 - 15 October 2005, in Euro thousands)

* Collections of third quarter 2005 include collections from 12 July 2005 to 15 October 2005.

*******************

Collections: Comparison with the Base Case

71

• Total collections from 12 January 2005 to 15 October 2005, equal to €1.947 million, are:

q 6.3% higher than Base Case projections prepared in November 2004, at the time of the issuance of Series 5A and Series 8 Notes (€1.832 million on a 9-month basis, €2.442 million for the whole 2005)

q slightly above the level of collections recorded during the same period in 2004 (€1.890 million)

• Collection data continue to show a positive trend, demonstrating the good and predictable performance of the collections.

*********************

Collections: through Concessionari

• During the period 12 January 2005 to 15 October 2005, Concessionari collections amounted to €679 million (representing 34.9% of total collections for the period).

• The performance data confirms the contribution of Concessionari to the collections.

Concessionari Collections* by quarter from

1 January 2001 to 15 October 2005 (in Euro thousands)

* Collections of third quarter 2005 include collections from 12 July 2005 to 15 October 2005.

**********************

Appendix

Supplementary Information

*********************

Collection: Geographic Distribution

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S.C.C.I. COLLECTION FROM INPS FROM 12.01.2005 TO 15.10.2005

(net of servicing fee - Euro/000)

Region

Piemonte 81,118 Valle d'Aosta 3,335 Lombardy 207,199 Liguria 28,098

Trentino Alto Adige 15,113 Veneto 107,493 Friuli Venezia Giulia 22,832 Emilia Romagna 78,891 Tuscany 79,331

Umbria 17,840 Marche 31,979 Lazio 157,107 Abruzzo 44,404 Molise 5,302

Campania 131,882 Puglia 70,212 Basilicata 15,104 Calabria 34,374 Sicily 95,948

Sardinia 35,233

Total 1,262,795

**********************

Collections: Geographical Distribution

COLLECTION INFORMATION FLOWS OF CONCESSIONARI UP TO 30 SEPTEMBER 2005

(gross of servicing fee - Euro/000)

Regions (Euro/000) %

Valle d'Aosta

11,366

0%

Piemonte 308,614 8%

Liguria 133,111 3%

Lombardy 651,610 17%

Veneto 302,521 8%

Trentino Alto Adige 52,738 1%

Friuli Venezia Giulia 76,884 2%

Emilia Romagna 304,174 8%

Total Northern Italy 1,841,018 48%

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Tuscany 286,380 7%

Umbria 66,188 2%

Marche 112,309 3%

Lazio 356,734 9%

Abruzzo 105,689 3%

Total Central Italy 927,299 24%

Basilicata 49,731 1%

Campania 276,250 7% Calabria 98,167 3% Molise 24,798 1% Puglia 253,807 7% Sardinia 117,623 3% Sicily 280,259 7%

Total Southern Italy 1,100,635 28%

Amounts shown in the table do not include all Concessionari collections up to 15 October 2005, but only electronic flows of collections received and accepted by INPS as at 30 September 2005.

Total Concessionari Collections 3,868,953 100%

Collections: Breakdown by year of Origination

COLLECTION INFORMATION FLOWS OF CONCESSIONARI UP TO 30 SEPTEMBER 2005

(gross of servicing fee - Euro/000)

Euro/000

Aziende Collections

Autonomi Collections

Agricoli Collections

Total Collections

Origination Year

Nominal Value


Nominal Value


Nominal Value


Nominal Value


Before 1980

458

2,486

11

38

51

153

520

2,678

1980 193 520 44 128 61 149 298 798 1981 207 646 231 694 142 298 580 1,639 1982 191 786 1,171 3,344 418 868 1,780 4,997 1983 234 715 1,670 4,403 420 774 2,324 5,892 1984 272 847 2,600 5,860 703 1,154 3,575 7,861 1985 483 1,321 4,565 8,942 1,060 1,569 6,108 11,831 1986 488 1,289 4,264 7,461 1,000 1,387 5,752 10,137 1987 507 1,240 7,088 10,418 783 1,033 8,378 12,691 1988 781 1,570 12,643 15,937 2,071 2,435 15,495 19,942 1989 1,160 2,166 16,007 18,197 3,184 3,319 20,352 23,682 1990 1,887 3,459 29,658 32,001 4,044 3,746 35,589 39,206 1991 2,855 4,732 45,669 47,253 5,426 5,021 53,951 57,006 1992 5,494 8,087 34,166 33,314 5,833 5,127 45,493 46,528 1993 6,038 8,105 46,979 41,870 6,432 5,777 59,449 55,752 1994 9,413 12,701 76,779 60,047 8,045 6,469 94,237 79,217 1995 15,172 17,890 109,020 72,209 10,785 6,919 134,976 97,017 1996 27,101 25,571 151,886 85,420 14,600 7,259 193,586 118,250 1997 44,275 37,626 239,813 96,951 20,108 7,792 304,195 142,369 1998 93,052 38,761 281,914 73,015 63,724 16,891 438,691 128,668

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1999 117,642 30,902 246,359 44,582 65,195 12,400 429,196 87,885 2000 85,486 23,241 143,786 30,225 49,538 7,423 278,809 60,889 2001 62,031 12,253 211,757 53,646 41,340 5,551 315,128 71,449 2002 33,383 6,183 166,982 44,088 25,258 3,469 225,623 53,740 2003 0 802 38,647 3,983 9,941 1,173 48,588 5,959 2004 0 196 1 0 0 0 1 196

Total 508,802 244,097 1,873,712 794,028 340,158 108,156 2,722,672 1,146,280 Amounts shown in the table do not include all Concessionari collections up to 15 October 2005, but only electronic flows of collections received and accepted by INPS as at 30 September 2005

************

Residual Portfolio Composition*

S.C.C.I. PORTFOLIO OUTSTANDING AS AT 11.07.2005

(Euro/000)

Aziende Autonomi Agricoli Total Administrative Phase & payments in instalments

17,408,310

16,427,713 5,228,037 39,064,059

Legal Phase 21,738,921 1,699,970 109,658 23,548,548 Condoni 1,162,838 254,226 586,272 2,003,335

Total 40,310,068 18,381,909 5,923,967 64,615,944 (*) The residual portfolio has been determined by subtracting the gross collections in the period 12 January 2005 to 15 October 2005 from the residual portfolio as at 11 January 2005 (gross collections means collections including the 3% "servicing fee" that must be deducted for INPS collections and for "collections still to be allocated", and including the 2.5% servicing fee that must be deducted for Concessionari collections).

The collections re lative to "Compensazioni and Cessioni" have been allocated pro rata to the "Administrative Phase & payments in instalments" and "Condoni" categories.

The Concessionari collections have been allocated to the "Administrative Phase & payments in instalments" (pro rata to the Aziende, Autonomi and Agricoli categories).

The collections "still to be allocated" have been assigned pro rata to all the categories."

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INPS' RECOVERY PROCEDURES

The Credit Recovery Department

INPS' Credit Recovery Department (the "Credit Recovery Department") has primary responsibility for the recovery of contributions and is responsible for co-ordinating the work carried out by the different offices of INPS involved in the collection activity.

Origination of receivables

Generally, the credit recovery process begins following either inspections or missed payments following self-assessments from the contributors.

Inspections

INPS employs approximately 2,200 inspectors throughout Italy to carry out inspections in relation to contribution payers and to record any breaches of INPS' regulations. At the end of each inspection, the inspector prepares a detailed report which will form the basis of any charge against the contribution payer if it is in breach of its obligations, and which will set out the relevant sanction. The report must be signed by the contribution payer or, in the event that the contribution payer refuses to sign it, the report must be served on the contribution payer. The contribution payer may challenge the report and resort to the competent authorities for recourse. Once the 30 day period in which objections to the report may be raised has expired or if the objections have been refuted, the file will be handed over to the Credit Recovery Department for the commencement of recovery procedures.

Missed payments following self-assessments

The procedure for the collection of missed payments following self-assessments varies according to the debtor. Aziende are required to present a monthly statement of the contributions owed, calculated on the basis of the aggregate amount of remuneration paid to its employees (a "DM10/2 Declaration"). The DM10/2 Declaration states the total amount of contributions owed to INPS in a particular month and the contribution shown as due is paid by the employer via its bank or its local post office and sent to the local INPS office, where it is loaded onto INPS' computer records. The data recorded relating to payments received are then compared to the DM10/2 Declarations received. Missed payments (partial or total) of DM10/2 Declarations represent evidence of the debt and result in the file being handed over to the Credit Recovery Department for the commencement of the necessary procedures.

The procedure differs slightly for the self-employed, payments in relation to which are made partly in advance in a fixed amount and are partly calculated according to income. Payment by the self-employed of the fixed amount is made on a quarterly basis using pre-printed forms which are sent directly by INPS to individuals at the beginning of the year. Payment of the variable amount by the self-employed is made by calculating the amount due to INPS on the basis of the income declared on the self-employed person's annual tax return.

A missed payment of a fixed contribution (required by pre-printed form) can be identified quickly by INPS and the recovery procedure started immediately. Balancing payments are

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more complex, as verification of the balance relies on the transmission of the annual tax returns to INPS by the Minister of Economy and Finance.

Commencement of the recovery procedure

Once the Credit Recovery Department has identified a missed payment through one of the procedures described above, it will instigate the judicial collection and recovery procedure or, as the case may be, the Ruoli collection and recovery procedures described below. The judicial collection and recovery procedure may take place only in respect of the First Portfolio Receivables.

Judicial collection and recovery procedures relating to the First Portfolio Receivables

The passing of files from the Credit Recovery Department to the legal office occurs by way of delivery of a diskette of supporting information, accompanied by relevant documents, to the competent local legal office.

The transmitted data is then formally examined by the legal office which received it and in the event that defects are noted in the compilation of the data (for example, if any data is missing), the defective files are sent back to the Credit Recovery Department, which will rectify any errors or omissions. Once the files have been examined and accepted by the office, they are entered into the office's information technology system and a lawyer is assigned to the file who will draft an application for an injunction order or will draft a writ (precetto).

Once the appropriate choice has been made and the relevant document has been drafted, the applications for injunction orders are deposited with the registry of the court, whilst the writs and the enforcement document (titolo esecutivo) are sent to the Court Bailiff for service of process. Once the judge has delivered the injunction order, this will be sent to the Court Bailiff for the same purpose.

Once the documents (injunction order or writ) have been served, there are three alternatives, namely payment, challenge or enforcement proceedings.

Payment

Within 40 days of service of process or of the injunction order or within the date stated in the writ, the debtor may present himself at the relevant legal office and request to be permitted to make payment of the amount owed at a post office or at a bank. Once the legal office has received evidence of the payment, it will notify the Credit Recovery Department of the positive outcome of the judicial collection and recovery procedure, so that the collection can be recorded in the accounts and the file closed.

Challenge

Once the injunction order or the enforcement documents accompanied by the writ have been served, the debtor may challenge the action by presenting a petition in its defence to the employment judge at the court, to enable the latter to assess the substance of INPS' claim. In accordance with the judgment, in the event that the judge has found in INPS' favour, the

77

debtor will be ordered to pay the amount owed and in the event that the debtor does not make immediate payment, INPS will undertake enforcement proceedings against the debtor in order to obtain the full discharge of the debtor's obligations.

Enforcement Proceedings

Unless and until INPS' claims are negated by a final judgment, INPS may seek the compulsory realisation of its receivable by enforcing against the debtor's assets. As generally provided under Italian law, there are three types of assets against which it may seek enforcement: (i) moveable assets, (ii) real property, or (iii) assets owed to the debtor by third parties. To avoid enforcement action becoming statute-barred, the enforcement must be carried out between 10 and 90 days from the date of service of the writ served on the debtor.

Enforcement against moveable assets consists of the physical seizure of the debtor's moveable assets by the court bailiff (who must previously have been supplied with a copy of the writ served on the debtor and of the enforcement document). Once the asset has been seized, it will have to be sold by the court and INPS will have the right to receive the sale price of the asset up to the value of the claim and any costs awarded. In this regard, INPS has general priority over the assets of the debtor for the purposes of the recovery of social security contributions.

In the event that the enforcement proceedings are unsuccessful (for example, if there were no assets against which to enforce, or because the debtor could not be traced), the court bailiff will return the enforcement document and the writ to INPS together with the report which gave rise to the unsuccessful enforcement proceedings. In such a case, INPS will take various steps to assess whether or not the debtor possesses assets. These steps may be taken by (a) enlisting the help of a credit investigation agency or (b) seeking information directly from the Ministry of Economy and Finance's data bank (SIAT system), in cases where it is possible to carry out investigations on the basis of tax returns.

As regards enforcement against real property, once the asset which will be subject to the enforcement proceedings has been identified, a mortgage will be registered over it. The mortgage will be registered directly by the legal office which is responsible for the file in question on account of the asset being located in its area of competence, otherwise a request must be made to the legal office with the appropriate territorial competence.

After the enforcement, a petition for sale must be delivered to the court, in which a date for the auction of the asset must be established. Once the immoveable asset has been sold, an assignment of the sale price will be requested by INPS up to the value of its credit.

Aside from the enforcement proceedings referred to above, INPS may put into place garnishee proceedings. In this situation, using the court bailiff, enforcement against assets (usually money) owed to the debtor by a third party can be carried out prior to the assets being transferred to the debtor. This type of proceeding is efficient but difficult to adopt as it is not easy to establish the debts owed to the debtor by third parties. The most common situation is when a company requests a certificate of regular contribution (a document which is necessary for public-sector contracts), because requesting such a certificate is indicative of the fact that the company is owed sums by a public sector entity against which INPS can then enforce.

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As an alternative to the hypothetical situations referred to above, it may occur that INPS, prior to commencing enforcement proceedings as outlined above, receives notice that enforcement proceedings are already being undertaken in respect of the debtor and, therefore, decides to partake in the distribution of the proceeds. In this case, the distribution of the proceeds will be effected in accordance with the rules established by the Italian Civil Procedure Code.

Bankruptcy

If INPS is unable to recover the debts it is owed through one of the above methods of enforcement, INPS may seek a bankruptcy declaration against the debtor.

The decision to file a bankruptcy petition will be taken by the lawyer in charge of the proceedings, who will require the consent of the director of the local office. The petition for the debtor's bankruptcy will be filed with the competent court and the proceedings will take place in accordance with the provisions of the Italian Civil Procedure Code.

It is also possible for INPS to participate in bankruptcy proceedings which have already been instituted, alongside other creditors, for the distribution of proceeds; INPS shall have a pre-emption right on the distribution of such proceeds since its claims are privilegiati (that is, they rank in priority with respect to the claims of other creditors which (i) are not assisted by any form of security and (ii) do not have a higher ranking). Whenever one of INPS' offices receives notice of bankruptcy proceedings currently being carried out in respect of one of its debtors, such office is obliged to notify this information to all of INPS' offices and, at the same time, to request the transmission of information relating to all of INPS' credits against the debtor in question, in order to enable it to join in the proceedings for all sums owed to INPS by such debtor. The ordinary rules of the Italian Civil Procedure Code also apply in this situation.

Collection and recovery procedures under Decree No. 46

Introduction

In February 1999 the legal framework regulating the collection of INPS' receivables changed. Decree No. 46 established that, with effect from 1 July 1999, the collection and recovery of social security contributions would no longer be administered by INPS' legal offices but, instead, be delegated to a system of Concessionari who had been responsible for the collection of unpaid tax receivables on behalf of other Italian administrations.

For a further description of the reforms effected by Decree No. 46, see "The Concessionari System - The Ruoli collection and recovery general proceedings".

Description of the new recovery procedure

The new recovery procedure consists of the following 5 phases:

(i) issue of payment reminders to debtors (optional);

(ii) examination of debtors' requests to pay in instalments (if requested);

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(iii) preparation of the Ruoli (if a request to pay in instalments has been made by the debtor and accepted by INPS, Ruoli are prepared for the instalments);

(iv) transmission of the Ruoli to the Concessionari; and

(v) execution procedures by the Concessionari if the cartella di pagamento (referred to below) is not paid within 60 days.

Reminder of payment

Decree No. 46 of 1999 gives INPS the option to send all debtors a reminder of payment ("avviso bonario") before the listing of the receivables on the Ruoli, the purpose of which is to remind debtors that, if the amounts due are not paid within 30 days from the receipt of the letter, then the receivable will be listed on the Ruoli. The avviso bonario procedure has been adopted by INPS for all new credits arising from 1 January 2000 onwards.

Rateazione

Rateazione concerning social security contributions which are not listed on the Ruoli

Within 30 days of the receipt of a reminder, debtors are entitled to make a request to INPS for permission to pay the social security contributions not listed on the Ruoli in instalments ("rateazione"). Normally, the maximum number of monthly instalments will be 24, however, this may be increased to 36 if a request to this effect is specifically authorised by the Ministry of Labour and Social Policies.

In the circumstances mentioned in article 116, paragraph 15, letter a) of Law No. 388 of 23 December 2000, payment by instalments may be permitted for up to 60 months if duly authorised by the Ministry of Labour and Social Policies in conjunction with the Ministry of Economy and Finance

Rateazione concerning social security contributions which are listed on the Ruoli

INPS may allow the rateazione of the social security contributions listed on the Ruoli.

Article 3, paragraph 3-bis of Law Decree No. 138 of 8 July 2002, as converted into law and amended by article 1 of Law No. 178 of 8 August 2002, provides the possibility for INPS, where reasonable, to allow payments for social security contributions listed on the Ruoli to be made up to a maximum number of 60 monthly instalments, upon receipt of a notice requesting payments (cartella di pagamento) and prior to the commencement of the enforcement proceedings.

The criteria set out by INPS for the granting of the rateazione in 60 monthly instalments are included in the determinazione No. 1725 of 21 April 2004 of the Vice Commissario of INPS, attached to the circolare INPS No. 74 of 5 May 2004.

Method (for both forms of rateazione)

Requests are processed by the regional management and are examined according to internal criteria (see "INPS' internal rules regarding payment by instalments and delayed payments").

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The request may only be processed if accompanied by a receipt of payment of an advance, equal to at least 1/12th of the amount due as contribution. Once the rateazione has been granted, the debtor must pay each instalment by the last day of each calendar month during the agreed period. Upon receipt of a request for rateazione, INPS shall suspend the recovery activities of the Concessionario. All instalments are collected through the Ruoli. If the payments are not made according to the schedule agreed, then the debtor loses its entitlement to the rateazione and the Concessionario can commence enforcement proceedings.

Preparation and Transmission of the Ruoli

Each Ruolo is prepared and transmitted by INPS to the relevant Concessionario in the manner described in "Selected Aspects of Italian Law - The Ruoli collection and recovery general proceedings".

Forced recovery of the receivable by the Concessionari

Each Concessionario must notify the debtor of the amounts due from such debtor by a cartella di pagamento no later than the last day of the fifth month (or the second month, in the case of instalments inscribed on the Ruoli) following the month when the Ruolo has been transmitted by INPS to such Concessionario. Notice must be given by one of the methods specified in detail in article 12 of Decree No. 46 or article 26 of Decree No. 602 of 29 September 1973. Possible methods of notice are: registered mail with acknowledgement of receipt, Concessionario's employees who qualify as ufficiali della riscossione, and certain municipal officers. Debtors have up to 60 days to pay their debt. Alternatively, within the same term, the debtor may make a request to the Concessionari to pay its debt in instalments, notifying such request to the local INPS office (see "INPS' internal rules regarding payment by instalments and delayed payments"). If the request is accepted, execution is suspended and the instalments of the debt are inscribed onto the Ruoli. After this 60 day period has elapsed, the Concessionari can start execution proceedings.

See for further details, "Selected Aspects of Italian Law - The Concessionari system" and "Selected Aspects of Italian Law - The Ruoli collection and recovery general p roceedings".

The Concessionari

A list of all the Concessionari as at the date of this Prospectus and the districts in respect of which they are appointed is set out below. Most of the Concessionari are owned, directly or indirectly, by major Italian financial institutions including Banca Monte dei Paschi, Sanpaolo IMI, Banca Intesa, Banca di Roma and others. For further details of the Concessionari, see "The Concessionari System - General" and "The Concessionari System - Requirements and Designation Procedure of the Concessionari ".

District Concessionari Municipality Agrigento Montepaschi Serit S.p.A. - Sicilia - Agrigento Alessandria Caralt S.p.A. Alessandria Ancona Ancona Tributi S.p.A. Ancona Aosta Uniriscossioni S.p.A. Aosta Arezzo GET S.p.A. - Direzione Generale e Arezzo

81

Sede Legale Ascoli Piceno Ancona Tributi S.p.A. San Benedetto del Tronto -

Concessione di Ascoli Piceno Asti Sestri S.p.A. - Direzione Provinciale Asti Avellino GEI S.p.A. Avellino Bari Sesit Puglia S.p.A. Bari Belluno Uniriscossioni S.p.A. Belluno Benevento Sari Sannittica Riscossioni S.p.A. Benevento Bergamo Bergamo Esattorie S.p.A. Bergamo Biella Sestri S.p.A. - Direzione Provinciale Biella Bologna Gest Line S.p.A. Bologna Bolzano Alto Adige Riscossioni S.p.A. Bolzano Brescia Esatri - Esazione Tributi S.p.A. Brescia Brindisi Sesit Puglia S.p.A. Brindisi Cagliari Bipiesse Riscossioni S.p.A. Cagliari Caltanissetta Montepaschi Serit S.p.A. Caltanissetta Campobasso S.R.T. S.p.A. Campobasso Caserta Gest Line S.p.A. Caserta Catania Montepaschi Serit S.p.A. - Sicilia Catania Catanzaro E.T.R. Esazione Tributi S.p.A. Catanzaro Chieti SOGET S.p.A. Chieti Como Rileno S.p.A. Lecco-Concessione Di Como Cosenza E.T.R. Esazione Tributi S.p.A. Cosenza Cremona Bipielle Riscossioni S.p.A. Cremona Crotone E.T.R. Esazione Tributi S.p.A. Crotone Cuneo Gestioni Esazioni Convenzionate S.p.A. Cuneo Enna Montepaschi Serit S.p.A. - Sicilia Enna Ferrara SIFER S.p.A. Ferrara Firenze CERIT S.p.A. Scandicci - Concessione di

Firenze Coordinamento Provincia di Firenze

Foggia GEMA S.p.A. Foggia Forlì-Cesena CORIT Rimini e Forlì - Cesena S.p.A. Rimini - Concessione di Forlì Frosinone Banca di Roma S.p.A. Servizio

Concessioni Risc. Tributi Frosinone

Genova Gest Line S.p.A. Genova

Gorizia Gest Line S.p.A. Gorizia

Grosseto Banca Monte dei Paschi di Siena S.p.A. Grosseto Imperia Sestri S.p.A. - Direzione Provinciale Imperia Isernia S.R.T. S.p.A. Isernia L'Aquila GERIT S.p.A. L'Aquila La Spezia S:R:T: Servizio Riscossione Tributi

S.p.A. La Spezia

Latina Banca Monte dei Paschi di Siena S.p.A. Latina

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Lecce Sobarit S.p.A. Lecce Lecco Rileno S.p.A. Lecco Livorno Banca Monte dei Paschi di Siena S.p.A. Livorno Lodi ESATRI - Esazione Tributi S.p.A. Lodi Lucca Bipielle Riscossioni S.p.A. Lucca Macerata Marcheriscossioni S.p.A. Macerata Mantova Uniriscossioni S.p.A. Mantova Massa Carrara CERIT S.p.A. Scandicci - Concessione di

Massa Matera Ritrimat S.p.A. Matera Messina Montepaschi Serit S.p.A. - Sicilia Messina Milano ESATRI - Esazione Tributi S.p.A. Milano Modena Uniriscossioni S.p.A. Modena Napoli Gest Line S.p.A. Napoli Novara Sestri S.p.A. - Direzione Provinciale Novara Nuoro Bipiesse Riscossioni S.p.A. Nuoro Oristano Bipiesse Riscossioni S.p.A. Oristano Padova Gest Line S.p.A. Padova Palermo Montepaschi Serit S.p.A. - Sicilia Palermo Parma SEIT S.p.A. Parma Pavia ESATRI - Esazione Tributi S.p.A. Pavia Perugia SORIT S.p.A. - Foligno Foligno - Concessione di

Perugina Pesaro Urbino Marcheriscossioni S.p.A. Pesaro e Urbino Pescara SOGET S.p.A. Pescara Piacenza Padana Riscossioni S.p.A. - Sede Legale Piacenza Pisa GET S.p.A. - Direzione Provinciale Pisa Pistoia GET S.p.A. - Direzione Provinciale Pistoia Pordenone Uniriscossioni S.p.A. Pordenone Potenza SEM S.p.A. Potenza Prato Gest Line S.p.A. Prato Ragusa Montepaschi Serit S.p.A. - Sicilia Ragusa Ravenna SORIT Ravenna S.p.A. Ravenna Reggio Calabria E.T.R. Esazione Tributi S.p.A. Reggio Calabria Reggio Emilia Riscoservice S.p.A. Reggio Emilia Rieti Servizio Riscossione Tributi Rieti S.p.A. Rieti Rimini CORIT Rimini e Forlì - Cesena S.p.A. Rimini Roma Banca Monte dei Paschi di Siena S.p.A. Roma Rovigo Gest Line S.p.A. Rovigo Salerno E.T.R. Esazione Tributi S.p.A. Salerno Sassari Bipiesse Riscossioni S.p.A. Sassari Savona Sestri S.p.A. - Direzione Provinciale Savona Siena Banca Monte dei Paschi di Siena S.p.A. Siena Siracusa Montepaschi Serit S.p.A. - Sicilia Siracusa Sondrio RIPOVAL S.p.A. Sondrio

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Taranto SOGET S.p.A. Taranto Teramo SOGET S.p.A. Teramo Terni SERIT Terni S.p.A. Terni Torino Uniriscossioni S.p.A. Torino Trapani Montepaschi Serit S.p.A. - Sicilia Trapani Trento Uniriscossioni S.p.A. Lavis - Concessione di

Trento Treviso Uniriscossioni S.p.A. Treviso

Trieste Uniriscossioni S.p.A. Trieste

Udine SFET S.p.A. Udine Varese ESATRI - Esazione Tributi S.p.A. Varese Venezia Gest Line S.p.A. Mestre - Concessione di

Venezia Verbano Cusio Ossola

Sestri S.p.A. - Direzione Provinciale Verbania

Vercelli Sestri S.p.A. - Direzione Provinciale Vercelli Verona Uniriscossioni S.p.A. Verona Vibo Valentia E.T.R. Esazione Tributi S.p.A. Vibo Valentia Vicenza Uniriscossioni S.p.A. Vicenza Viterbo S.R.T. S.p.A. Viterbo

INPS' internal rules as to the write-off of INPS' receivables

Under the terms of the Receivables Purchase Agreements, the Portfolio will not include Receivables which have been written off by INPS in accordance with its internal write-off procedures. The amount of the written-off Receivables is not considered for the purposes of verifying that the relevant minimum amounts guaranteed by INPS in the Receivables Purchase Agreements are reached.

INPS' current internal write-off procedure has been mainly set forth by INPS' board of directors' resolution no. 210 of 10 February 1998 and the main contents of this procedure may be summarised as follows.

General

Receivables may be temporarily or definitively irrecoverable.

Receivables are considered temporarily irrecoverable if the debtor cannot be traced or is insolvent.

The fact that the debtor cannot be traced can be certified by a court official when serving notice, or by non-delivery of an administrative notice to pay (avviso bonario). It is up to the local office to establish that a debtor is untraceable once a search on the archives of other entities has failed to trace the debtor.

A state of insolvency has to be established and declared by INPS' Legal Department once any compulsory execution measures have proved unsuccessful. This latter hypothesis includes the

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closure of partnerships or one-man firms with zero or partial capacity to cover their liabilities under bankruptcy proceedings.

The archives of INPS and of related entities also have to be searched in cases of insolvency.

Balances considered to be temporarily irrecoverable will be transferred to an automated memo file which will be used to carry out a fresh search every two years and, in any case, during the three months prior to expiry of the prescription period, and receivables are definitively eliminated once this deadline is passed.

Receivables are considered definitively irrecoverable in the following circumstances:

(i) extinction of the legal entity that owes the money to INPS following a creditors' settlement or liquidation proceedings, providing there are no legal entities with joint liability for the debts in question and no action can be taken to claim liability or reimbursement from third parties;

(ii) death of the person who owes money to INPS without any estate and without any heirs who have accepted the inheritance;

(iii) prescription of the debt (five years, in the majority of cases);

(iv) if the debt claimed is proved not to exist as a result of a civil or criminal sentence passed by a court vis-à-vis INPS or between third parties, or if they derive from erroneous or duplicate accounting entries;

(v) sums no longer payable due to explicit provisions of law;

(vi) in cases where legal action to recover the debt would be uneconomical.

INPS' internal rules regarding payment by instalments and delayed payments

General

Article 13 provides that INPS retains the right to allow payment by instalments (a "rateazione") or a delayed payment (a "dilazione") in respect of the Receivables, even if entered onto the Ruoli.

This right is currently regulated by law and by INPS' internal rules, the main contents of which are summarised below. In the Receivables Purchase Agreements, INPS covenants that it shall without exception abide by such rules and will not modify such rules without the prior written consent of the Issuer. See for further details "Description of the Transaction Documents - The Original Receivables Purchase Agreements and the Sixth Receivables Purchase Agreement".

Main Features

INPS may grant an employer the option to defer payment of current contributions (contributi correnti) depending on the particular business concerned. The option to defer will be granted in the following circumstances:

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(i) if it is difficult for the employer to meet the usual payment date deadline (the 16th of each month), INPS can grant authorisation (which is renewable) to make deferred payments;

(ii) if the business shuts down during the holiday period, payment may be deferred until the 16th of the following month. The employer must file an application with INPS to defer payment by 31 May in each year.

Pursuant to, inter alia, INPS Circular No. 106 of 28 September 2005, decisions regarding (a) applications to pay social security contributions not listed in the Ruolo in arrears by up to 24 instalments or (b) applications to pay social security contributions listed in the Ruolo in arrears by up to 60 instalments are taken by the competent INPS manager as follows:

(i) by the provincial or subprovincial INPS manager if the amount due is less than Euro 500,000;

(ii) by the regional INPS manager if the amount due is more than Euro 500,000 and less than Euro 1,000,000; and

(iii) by the central INPS manager of contributions department if the amount due is more than Euro 1,000,000.

Payment by instalments of the social security contributions not listed in the Ruolo is not usually permitted for more than 24 monthly instalments; however, in the circumstances mentioned in article 116, paragraph 15, letter a) of Law No. 388 of 23 December 2000, it is possible to split the payments into 36 monthly instalments provided there is prior specific authorisation from the Ministry of Labour and Social Policies or into 60 monthly instalments, provided there is prior specific authorisation from the Ministry of Labour and Social Policies in conjunction with the Ministry of Economy and Finance.

The payment of social contributions listed in the Ruoli may be divided into up to 60 regular monthly instalments in arrears where the conditions of article 3, paragraph 3-bis, of Law Decree No. 138 of 8 July 2002, as converted in to law and as amended by article 1 of Law No. 178 of 8 August 2002 are met and in conformity with Circular no. 74 of 5 May 2004. For further details, see the section "Rateazione".

Applications to pay in instalments can only be taken into consideration if the applicant for instalment payment signs a deed by which it:

(i) explicitly and unconditionally recognises the amount owed to INPS, hence undertaking to waive all of the exceptions that might influence the existence of the debt and action taken to recover it, as well as to waive any legal action that could be taken in a civil court to oppose such recovery measures;

(ii) acknowledges that the interest rate applied to payments by instalments is 8.25% per annum corresponding to the interest rate on main refinancing operations of the Eurosystem (which rate replaced the Tasso Ufficiale di Riferimento from 1 September 2004), which is currently 2.25% per annum, as determined by the Governing Council of the European Central Bank plus 6% per annum ; the payment plan will therefore be

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laid down on the basis of the interest rate in force at the date of the relevant body's resolution granting the concession, while interest on the credit prior to the start of the payment plan will be calculated on the basis of the interest rate or rates in force during that period;

(iii) acknowledges that, should the applicant obtain under special regulations, a reduction in the interest rate applicable to the payment by instalments, INPS will handle the related adjustment or reimbursement;

(iv) undertakes to pay on a timely basis both the monthly instalments and current social security contributions;

(v) in the event that the applicant is owed money by INPS, gives INPS the right to offset this amount against the debt involved in the instalment payment scheme;

(vi) grants INPS the right to account payments received during the instalment payment scheme as a deduction from the item of the debt that INPS considers most appropriate;

(vii) acknowledges that partial payments made by the applicant within the instalment payment scheme will be accepted by INPS as an advance without prejudice to any deed or action that INPS might consider appropriate to take, at any moment in time, to recover the residual debt immediately;

(viii) acknowledges that concession of payment in instalments does not imply novation of the original debt and that consequently INPS' receivable maintains its legal privileges;

(ix) acknowledges that non-compliance, even partial non-compliance, with the conditions mentioned above entails immediate revocation of the concession.

Pending application for instalment payments to be decided on, the debtor will have to make monthly advances of an amount at least equal to the instalment proposed and, in any case, no less than one-twelfth of the debt.

The concession of payment by instalments may be subject, in the case of proven need, to the debtor issuing real or personal guarantees (such as a mortgage, surety or endorsement).

Decisions regarding applications for payment by instalments are to be based on an evaluation of the effectiveness of such a concession for the purpose of facilitating the recovery of INPS' receivables.

Applications by companies that are owed money by the State or by other parts of the public administration will be accepted. In cases in which a company's debt arose during the course of a preceding instalment payment scheme, applications will only be accepted if the debtor provides a bank guarantee or some equivalent security.

The concession of payment by instalments will normally be revoked if the debtor misses a payment, even of only one monthly instalment, and does not keep up-to-date with payments of current social security contributions.

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The measures adopted by the head of the relevant INPS' regional office regarding the payment by instalments of social contributions in arrears are definitive. It is not possible to appeal to any other body within INPS.

Changes to sanctions and recovery procedures related to agricoli introduced by Law No. 350 of 24 December 2003

Article 4, paragraphs 21, 22, 23, 24 and 27 of Law No. 350 of 24 December 2003 (Legge Finanziaria 2004) set new criteria for the determination of the amount due where a civil sanction is imposed for the non-payment and partial-payment of contributions and amounts due to INPS and other social security entities. These criteria relate to agricultural enterprises affected by natural disasters which occurred prior to 30 September 2003.

In order to implement these provisions, article 1 of Ministerial Decree of 21 April 2004 (adopted by the Ministry of Labour and Social Policies in conjunction with the Ministry of Economy and Finance) set the rate of such sanctions as the rate of legal interest (currently 2.5% per annum) instead of the ordinary rate of 7.5%, as pursuant to article 116 of Law No. 388 of 23 December 2000 (that is, the official interest rate plus 5.5%).

Furthermore, pursuant to article 4 of Law No. 350 of 24 December 2003, article 2 of the Ministerial Decree of 21 April 2004 and Law No. 71 of 25 April 2005, if the Agricoli referred to in article 1 of the abovementioned Ministerial Decree of 21 April 2004 have, as a result of one of the events covered by such article, suffered a damage for a value not less than 35% of their gross purchasable production as established in the year prior to the event, such Agricoli may pay their social security contributions in 40 quarterly instalments. The interest rate on such instalment payments will be the legal interest rate as at the date on which the rateazione was granted (as at 1 January 2004, 2.5% per annum).

The implementation and interpretation of these provisions was covered in INPS Circular No. 117 of 23 July 2004 and INPS Circular No. 140 of 6 October 2004.

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THE CONCESSIONARI SYSTEM

General

Pursuant to Article 13 and to Article 24 of Decree No. 46, collections of Receivables (except for collections of Other Receivables) takes place by way of the Ruoli system. Other Receivables will be recovered by INPS in accordance with the procedures described in "INPS' Recovery Procedures - Judicial Collection and Recovery Procedures".

The Ruoli system is operated by the Concessionari in accordance with the procedures set out in Decree No. 46 and implementing regulations of the Minister of Economy and Finance and in the servicing agreements (Convenzioni) entered into by the Concessionari with the Issuer, as amended or supplemented from time to time.

For a further description of the collection procedures under the collection by Ruoli system and of the Convenzione, see "The Ruoli collection and recovery general proceedings", "INPS' Recovery Procedures" and "Description of the Transaction Documents - The Convenzione", respectively.

Under the Ruoli system, the Concessionari are responsible for (i) the collection of the Ruoli Receivables; (ii) the collection of social security contributions due owed to, inter alia, INPS; (iii) the collection of taxes and withholding taxes in arrears owed to the Italian State and to Italian public bodies (other than public bodies carrying out an entrepreneurial activity). The Concessionari are also responsible for the collection of taxes and duties in arrears owed to Italian local authorities (regions, provinces and municipalities, etc.), unless the local authority resolves otherwise.

Under the terms of the Convenzione, the Concessionari are also required to comply with all the provisions of Decree No. 112 and subsequent implementing regulations. For a description of the main aspects of Decree No. 112, see below.

Requirements and Designation Procedure of the Concessionari

A Concessionario is a joint stock company which has as its object the collection of receivables by the Ruolo and the carrying out of related activities. It must have an issued paid up share capital of at least Euro 2,582,284.49, suitably experienced employees and an adequate information technology system connected with the Civil Service's general information technology network (rete unitaria della pubblica amministrazione).

The designation of the Concessionari for each district is made by the Minister of Economy and Finance, through the Agenzia delle Entrate, by tender conducted in accordance with Italian and European Union regulations. The selection is made taking into consideration (among other things), the creditworthiness of competitors in the bid, their technical and organisational skills and the remuneration requested for the collection services. Once appointed, each Concessionario is responsible for the collection of all receivables (including social security contributions, national taxes and local taxes) entered on the Ruoli and due from debtors residing in the district in respect of which the Concessionario has been appointed. The period and the district for which each collection concession is granted will be stated in

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respect of each tender by the Ministry of Economy and Finance. The period for which a collection concession is granted may not exceed ten years.

Pursuant to Article 57 of Decree No. 112, as supplemented by Article 1, paragraph 427 of Law No. 311 of 30 December 2004 ("Law No. 311"), the Concessionari already in place as of 1 July 1999 continue acting up to 31 December 2006, unless the relevant concession is terminated prior to its expiry date by the Minister of Economy and Finance or the Concessionario resigns from its office. Pursuant to Decree No. 203, the term of each Concessioni will be anticipated to 30 September 2006 upon the reform of the Concessionari system provided for thereby, as to which see "The Concessionari System - Reform of the Concessionari system."

Termination of collection concessions

Under Articles 9, 10 and 11 of Decree No. 112, a collection concession may be terminated before its scheduled maturity date in the following circumstances:

(i) at the option of the Concessionario, by prior notice (given through a court bailiff in accordance with the rules of the Italian Civil Procedure Code) within sixty days from the publication of the decree issued by the Ministry of Economy and Finance stating the remuneration for the Concessionari ; or

(ii) at the option of the Minister of Economy and Finance, by a ministerial decree notified to the Concessionario, in the case of, inter alia, breach by the Concessionario of the rules relating to receivables collection, or if the Concessionario fails to comply with the requirements set out in Article 2 of Decree No. 112 and does not, within 30 days from notice thereof by the Minister of Economy and Finance, comply with such requirements (see "Requirements and Designation Procedure of the Concessionari" above).

On termination of a concession and pending the designation of a new Concessionario, a company, acting as State officer ("commissario governativo") will be temporarily charged with the Ruoli collection procedure by the Minister of Economy and Finance. The commissario governativo must fulfil the same conditions as the Concessionario. The commissario governativo is appointed for a period of one year, renewable for one further year only. This appointment may be revoked at any time. A commissario governativo is also appointed each time a Concessionario office is vacant for any reason (for example, in the case of an auction at which there have been no bids). The commissario governativo is subject to the same main rules and procedures and has the same main rights and obligations as a Concessionario.

Supervision of the activities of the Concessionari

The Minister of Economy and Finance has supervisory authority over the receivables collection activities to be carried out by the Concessionari and is responsible for monitoring the due and punctual performance by the Concessionari of their duties. In addition, the Minister of Economy and Finance may issue general instructions binding on all Concessionari or specific instructions applicable to a single Concessionario.

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Remuneration of the Concessionari and expenses

The Concessionari are paid a percentage of amounts collected as remuneration for their services, except in relation to collections in respect of which the relevant creditor has issued a resolution stating that the amounts so collected were not due from the relevant debtor (in which case no remuneration will be due to the Concessionario for such amount). This percentage is revised for each district every two years by a decree of the Ministry of Economy and Finance, taking into account the average costs of the collection activity, the social and economic condition of each district and the time for which the receivables have been outstanding.

Pursuant to the decree issued by the Ministry of Finance, in conjunction with the Ministry of the Treasury on 4 August 2000, the Concessionari are entitled to a percentage fee of the amounts collected, which will be deducted from collected amounts and borne by the relevant creditor (such as INPS in respect of social security contribution arrears and the Issuer in respect of the Ruoli Receivables, save as provided below) if payment is made by the debtor within 60 days of the receipt by it of a notice requesting payment ("cartella di pagamento"), provided that with respect to the ruoli delivered prior to (and including) 31 July 2002, the cartella di pagamento might be notified up to 31 December 2002. If payment is not made by the debtor within the 60 day period specified above, the Concessionario will be entitled to an additional amount calculated on the amount collected, a portion of which will be borne by the debtor and the balance by the creditor. These additional amounts vary in accordance with a scale based on region, type of credit and age of credit.

The Concessionario is entitled to withhold the balance of its remuneration from the amounts collected from debtors, before such amounts are transferred to the creditor. The Concessionario is entitled to be reimbursed for expenses and legal fees incurred in connection with enforcement procedures, within the limits set forth in respect of each category of procedure by a decree issued by the Ministry of Economy and Finance.

These expenses and fees will be borne by the debtors, unless the receivables are subsequently declared not due or if a notice of irrecoverability is delivered by the Concessionario, in which case they are payable by the creditor. Under the terms of the Receivables Purchase Agreements, INPS will bear the costs associated with the collection procedures through the Concessionari , including the Ruoli collection procedures, insofar as they exceed 2% of the amounts collected, while an amount equal to 2% of the amounts collected will be paid by the Issuer in any event to cover such costs.

Principal duties of the Concessionari

The main duty of Concessionari is the collection of all receivables entered on the Ruoli transmitted to them in accordance with the rules and procedures set out in the relevant Convenzione, Decree No. 46 and Decree No. 112 as amended from time to time and subsequent regulations. All sums collected must be transferred by the Concessionario to the creditor within ten days of collection (in case of payments made by the debtors directly to the Concessionario), or within ten days of the day determined by a decree issued by the Ministry of Economy and Finance (in the case of payments made to a bank account or post-office

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account maintained by the Concessionario). The due and punctual performance by each Concessionario of its payment transfer obligations is secured by a guarantee from a bank or insurance company. This guarantee may be enforced by the Minister of Economy and Finance at the request of any relevant creditor. By letters dated 19 November 1999, 29 May 2001, 25 June 2002, 9 July 2003, 12 October 2004 and 24 November 2005, the Ministry of Economy and Finance, acting through the Agenzie delle Entrate, has confirmed that such guarantee will also be for the benefit of the Issuer in relation to the Concessionario payment transfer obligations in respect of the Ruoli Receivables.

If the relevant receivable has not been recovered in full by the Concessionario within 3 years from the date of delivery to it of the relevant Ruolo, the Concessionario must send a notice to the creditor stating that such receivable is either (i) still subject to execution proceedings or (ii) not recoverable. In the latter case, Article 20 of Decree No. 112 as amended by Article 3, paragraph 2 of Law Decree No. 138 of 8 July 2002 and by Article 4 of Law Decree No. 209 of 24 September 2002, as converted into law, with amendments, by Law No. 265 of 22 November 2002, provides a verification procedure in respect of irrecoverability notices delivered by a Concessionario. If a full discharge is refused by the creditor, the Concessionario is required to pay one quarter of the relevant receivables entered on the Ruoli within ten days of the delivery by the creditor of a notice to this effect and will have no right to be reimbursed for any legal costs and expenses incurred in connection with the recovery procedures. Refusal of a discharge may be challenged by the Concessionario before the Court of Accounts ("Corte dei Conti"). As partial derogation from the provisions described above, Law Decree No. 209 of 24 September 2002, as converted into law, with amendments, by Law No. 265 of 22 November 2002, has provided that, in relation to Ruoli delivered to a Concessionario at any time before 1 October 2001, the notice referred to above is not subject to the 3 year limit but may instead be sent by no later than 1 October 2004. In addition, Law No. 311 provides that, in relation to Ruoli delivered to a Concessionario at any time before 30 October 2003, the notice referred to above is not subject to the 3 year limit but may instead be sent by no later than 30 October 2006. Pursuant to Decree No. 203, these latter terms will be anticipated to 30 September 2003 and 30 September 2006, respectively, upon the entry into force of the reform of the Concessionari system provided for thereby, as to which see "The Concessionari System - Reform of the Concessionari system."

Decree No. 112 also requires the Concessionario to perform certain other ancillary services, including the following:

• maintaining books and records in respect of collections;

• transmitting to the relevant creditors (i) a monthly statement as to the status of collections and recovery procedures and (ii) an analytical annual statement of its collection activity within two months of the end of each year;

• maintaining the confidentiality of all data received;

• keeping the Ruoli and any other documentation related to the recovery procedures; and

• connect its IT systems to the Anagrafe Tributaria.

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The Concessionario will also reimburse debtors on behalf of the relevant creditor if receivables entered on the Ruoli are declared not to be due after collection by the Concessionario. In any case, pursuant to INPS Circular No. 165 of 21 December 2004 and Article 26, paragraphs 1 and 5 of Decree No. 112, the Concessionario will reimburse debtors, provided that INPS has authorised the payment and that the Concessionario has received such amount to be reimbursed from INPS. Any breach by the Concessionario of its duties and obligations may attract monetary penalties. These penalties are payable to the Minister of Economy and Finance, irrespective of the identity of the creditor. In partial derogation from the provisions described above, Law No. 311 has offered to each Concessionario a fiscal amnesty (sanatoria) for breaches of duties relating to collection activity carried out prior to 30 June 2005, with the exception of any criminal offences carried out thereby, provided that the Concessionario pays an amount of Euro 3 per person resident in the relevant district.

The Ruoli collection and recovery general proceedings

Law No. 337 of 1998 authorised the Italian Government to issue legislative decrees to reform the Ruoli collection and recovery proceedings and the Concessionari collection system. This reform, aimed at improving the effectiveness of the Ruoli collection and recovery proceedings and the activities of the Concessionari generally, was carried out through the issuance by the Italian Government of three legislative decrees during the first semester of 1999: Decree No. 112, Decree No. 46 (each as amended from time to time, including by Legislative Decree No. 326 of 17 August 1999, by Legislative Decree No. 193 of 27 April 2001, by Law No. 178 of 8 August 2002, by Law No. 265 of 22 November 2002 and by Law No. 289 of 27 December 2002) and Legislative Decree No. 37 of 22 February 1999.

The main steps of the Ruoli collection and recovery proceedings are as follows:

(i) the creditor draws up the Ruolo, which is a list recording the receivables to be collected and other relevant details.

Pursuant to Decree, issued by the Ministry of Finance in conjunction with the Ministry of Treasury on 3 September 1999 No. 321 ("Decree No. 321") the Minister of Finance has specified the content of the Ruoli and the methods for their transmission to the Concessionari. Decree No. 321 provides that each Ruolo must be completed by the relevant creditor (directly or with the assistance of the association among Concessionari (CNC)) with the information required concerning, inter alia, details of the creditor and the debtor, type of receivable, the period in which the payment by the debtor has become overdue, the number of instalments in which the receivable is to be paid and the date of transmission of the Ruolo to the relevant Concessionario.

Those Ruoli which are prepared directly by the creditors (that is, without the assistance of the CNC) are signed by them and transmitted via electronic systems to the relevant Concessionario through the CNC.

If the creditor is not able to complete and transmit the Ruoli in the manner indicated above, it will be assisted in the process by the CNC. For that purpose, Decree No. 321 provides that the creditor shall provide the CNC with the information required to complete each Ruolo. The CNC shall then prepare each Ruolo then rendered effective

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through delivery of a signed copy to the Concessionario on behalf of the relevant creditor. In the case of INPS, the Ruoli are prepared directly by it.

(ii) The Ruolo is transmitted to the relevant Concessionario (with all credits relating to the relevant Debtor claimed by any creditor having access to the Ruoli procedure) who is responsible for the collection of the receivables entered onto the Ruolo, having recourse to execution proceedings where required.

(iii) Following transmission of the Ruolo to the Concessionario, a notice requesting payment (cartella di pagamento) shall be served on the relevant debtor by the relevant Concessionario and, if no payment is then made by the debtor, the Concessionario is required to pursue execution proceedings to recover the relevant receivables.

Substantially all of the receivables to be collected under the Ruolo system are in arrears.

By Presidential Decree No. 43 of 28 January 1988, the Ruoli recovery procedure was mainly used for the collection and recovery of taxes and duties in arrears due to the State.

Decree No. 46 has enlarged the scope of the Ruoli collection and recovery procedure extending its use to INPS credits. This procedure is now used for the collection and recovery of all revenues in arrears due to the Italian State, including taxes and revenues in arrears as well as to public bodies (excluding public bodies carrying out an entrepreneurial activity).

Decree No. 46 has also strengthened the effectiveness of the execution proceedings. Under the new regulations, a Concessionario may select any execution proceedings provided by Italian law for the recovery of the receivables (Italian law provides for three execution proceedings: forced sale of a debtor's real estate, forced sale of a debtor's goods and attachment of a debtor's credits). Under the previous regulations, a Concessionario could only proceed with attachments of moveable property and, if the debt was not recovered through the use of such proceedings, it could only then start with attachments of land, upon indication by the creditor of the real estate to be so attached.

The Ruolo delivered to the Concessionario constitutes a writ of execution ("titolo esecutivo"). After the Concessionario has given a notice to the debtor requesting payment (cartella di pagamento) and this notice has not resulted in payment of the debt within 60 days from the notification, the Concessionario can register a mortgage on the debtor's real estate in the appropriate land registry (Conservatoria dei Registri Immobiliari) and, subject to certain conditions, can immediately attach the mortgaged property. No prior authorisation from a judge is required for the forced sale by a Concessionario of moveable or immoveable property of the debtor.

Concessionari are entitled to use the services of companies which specialise in the sale by auction and the administration of attached goods (istituti di vendita giudiziaria) in respect of the removal, custody and sale of moveable property against which execution is levied.

No execution proceedings may be carried out for the recovery of receivables through the Ruoli system below a specified minimum amount to be determined by way of a decree to be issued by the Ministry of Economy and Finance (currently set at Euro 12) in order to avoid Concessionari being involved in protracted recovery procedures which produce little result.

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Decree No. 46 and subsequent regulations implementing this decree have resulted in a continuing simplification of procedures. These simplifications include the following:

• the type of Ruoli have been reduced from four to two (that is, ordinary and extraordinary Ruoli, the latter may be used only when there are grounds for considering the collection to be at risk);

• the Minister of Economy and Finance has been given responsibility for procedures for drawing up and delivery of the Ruoli, in order to facilitate any required adjustments to these procedures from time to time;

• each Concessionario has been made responsible for the collection and recovery of all receivables entered onto the Ruoli due from debtors having their tax domicile in the Concessionario's district;

• collection of the Ruoli prepared by relevant public creditors and their distribution among the Concessionari according to the tax domicile of the debtors will take place through the CNC;

• the collection procedure starts by serving on the debtor a single notice (cartella di pagamento), requesting payment of the unpaid claims by all creditors and advising that, if payment is not made within 60 days, execution proceedings will be started, with the consequence of speeding up the recovery process and savings collection costs; and

• payment of amounts due by debtors may be made directly to the Concessionario or, in certain circumstances, to the bank account maintained by the Concessionario or through a post office.

See for further details "INPS' Recovery Procedures".

In order to implement judgments issued by the Constitutional Court (Corte Costituzionale), Decree No. 46 provides that a debtor whose property has been attached by a Concessionario may challenge before the competent court (i) execution proceedings carried out by the Concessionario, (ii) the accuracy of the Ruolo itself and/or the cartella di pagamento and/or (iii) any related tax assessment made by the relevant creditor. In some circumstances, administrative remedies against the relevant creditors are also available to the debtor. Subject to certain conditions, a challenge by the debtor may result in a suspension of execution proceedings.

Reform of the Concessionari system

Article 3 of Decree No. 203 ("Article 3") has implemented a reform of the Concessionari system. The reform is aimed at strengthening the Ruoli collection system by (i) reducing the gap between the entities which assess the receivables and prepare the Ruoli and those which collect and recover the receivables; (ii) centralising the collection activities and standardising the procedures within a limited purpose public company (thereby removing any potential conflict of interest in the event of debtors also being clients of any Concessionario's banking affiliate) which benefits from specifically enacted provisions of law aimed at improving the

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recovery system; and (iii) widening the methods available in order to perform the collection activities.

Pursuant to Article 3, from 1 October 2006, the system entrusting the Concessionari (servizio nazionale della riscossione) with the collection activities relating to public receivables will be terminated and the collection activities relating to public receivables will be vested instead in the Agenzia delle Entrate (Revenue Agency), which is in charge of the management, assessment, fiscal matters and collection of taxes and which is a non-profit public body acting under the supervision of the Ministry of Economy and Finance of the Republic of Italy. The Agenzia delle Entrate will exercise these functions through Riscossione S.p.A., a newly established company, and its subsidiaries. Riscossione S.p.A. was incorporated on 27 October 2005 as a società per azioni, with a share capital of Euro 150 million held initially by INPS (as to 49%) and Agenzia delle Entrate (as to 51%), and with its registered office at Via Carucci 85, 00143 Rome, Italy. Pursuant to Article 3, Riscossione S.p.A. may acquire a participation of not less than 51% of the share capital of any existing Concessionario (or in the collection line of business of any existing Concessionario, being a bank which directly operates collection activities) subject to that Concessionario acquiring a participation in the share capital of Riscossione S.p.A.. At all times, at least 51% of the share capital of Riscossione S.p.A. must be held by INPS and Agenzie delle Entrate in the same proportion as the one set out in the deed of incorporation. Any participation so acquired by any Concessionario in Riscossione S.p.A. may be sold to third parties after 24 months, but the public entity shareholders will have a pre-emption right in respect of such sale. By 31 December 2010, (i) the public entity shareholders of Riscossione S.p.A. shall repurchase the shares sold to non-public entity shareholders and (ii) Riscossione S.p.A. shall purchase the shares still held by shareholders in the Concessionari not entirely owned by Riscossione S.p.A.. From 31 December 2010, the public entity shareholders of Riscossione S.p.A. may sell shares to non-public entities subject to a minimum of 51% of the share capital remaining with public entity shareholders.

From 1 October 2006, each Concessionario which becomes a subsidiary of Riscossione S.p.A. will continue to collect the Ruoli as a service provider of Riscossione S.p.A. pursuant to an agreement to be entered into between Riscossione S.p.A. and such Concessionario (and no longer as direct concessionaire).

For these purposes, Article 3 provides:

(a) Riscossione S.p.A. will be entitled to use the personnel of the Concessionari which have not been acquired as described above, in order to benefit from their experience developed in the collections procedures;

(b) Riscossione S.p.A may use the personnel of INPS and Agenzia delle Entrate;

(c) the Guardia di Finanza (Italian tax police, whose main function is tax offence control) shall assist Riscossione S.p.A. in the collection activities (including Ruoli collection) and shall co-operate with Riscossione S.p.A. according to the provisions of a decree to be issued by the Ministry of Economy and Finance; and

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(d) new enforcement provisions will increase the effectiveness of the recovery through, inter alia, (i) the attachment of debtors' salaries (pignoramento del quinto dello stipendio) and (ii) legal seizure (fermo amministrativo).

In order to ensure a smooth process and the continuity of incentive schemes, Article 3 contains a number of provisions aimed at ensuring that personnel employed by the Concessionari or by the national association of Concessionari (Consorzio Nazionale Concessionari - CNC) maintains the same level of salary, incentives and treatment and, in the case of Concessionari of which Riscossione S.p.A. has not acquired a participation (as described above), may be employed directly by Riscossione S.p.A. at the same level of salary, incentive and treatment.

Pursuant to Article 3, as from 1 October 2006 any reference contained in any law provision (including Article 13) to the "Concessionari" shall be deemed as a reference to Riscossione S.p.A. and to its subsidiaries (as described above).

Article 3 does not contain any amendment to the provisions on the responsibility for the preparation of the Ruoli. Consequently, (i) INPS shall continue to be obliged to prepare the Ruoli in connection with the Receivables; and (ii) the Ruoli Receivables shall be collected by Riscossione S.p.A. and its subsidiaries, and the collection activity will be governed by the same law provisions applicable to the Concessionari before such date, as strengthened by the further provisions of Article 3.

Article 3 provides that no cauzione (guarantee) will be required in relation to the collection services to be provided by Riscossione S.p.A. and its subsidiaries.

In the Region of Sicily, the recovery and collection activities may be carried out by Agenzia delle Entrate through a company other than Riscossione S.p.A.. The majority of the share capital in such company must be held by public entity shareholders and the company would be subject to the same regulations provided for Riscossione S.p.A..

Law Decree No. 203 of 30 September 2005 was published in the Official Gazette of the Republic of Italy No. 230 of 3 October 2005 and the draft conversion law (disegno di legge n. 3617) approved by the Italian Senate (Senato) on 9 November 2005 and by the Italian Chamber of Deputies (Camera dei Deputati) on 30 November 2005 and at such later date was in the process of being promulgated and published on the Gazzetta Ufficiale della Repubblica Italiana.

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SELECTED ASPECTS OF ITALIAN LAW

The following is a summary of certain aspects of general Italian law that are relevant to the transactions described in this Prospectus and of which prospective Noteholders should be aware. It is not intended to be exhaustive. For the specific laws on the collection procedures in relation to the Portfolio, prospective Noteholders should also read the detailed information on law set out in the sections entitled "INPS' Recovery Procedures" and "The Concessionari System". For the specific laws on taxation in the Republic of Italy in relation to the Notes, prospective Noteholders should also read the detailed information on law set out in the sections entitled "Taxation - Taxation in the Republic of Italy".

Introduction

The transaction described in this Prospectus is the subject of specific legislation enacted by the Italian Parliament. Article 13 of Law No. 448 of 23 December 1998 (as subsequently amended, "Law 448") contains express provisions relating to the assignment and securitisation of social security contributions in arrears owed to INPS by Debtors. This article was subsequently amended by Law Decree No. 308 of 6 September 1999, converted into law, with amendments, by Law No. 402 of 5 November 1999, by Law No. 388 of 23 December 2000 and by Law Decree No. 138 of 18 July 2002, converted into law, with amendments, by Law No. 178 of 8 August 2002, and implemented from time to time by ministerial decrees.

By a decree issued by the Ministry of the Treasury, in conjunction with the Ministry of Finance and the Ministry of Labour, on 8 September 2000, the prepayment of the deferred purchase price due to INPS by the Issuer pursuant to the First Receivables Purchase Agreement (the "First Portfolio Deferred Purchase Price") and the payment of a purchase price for the sale of the Second Portfolio Receivables accruing during the year 2000 were authorised.

A decree issued by the Ministry of the Treasury, in conjunction with the Ministry of Finance and the Ministry of Labour, on 17 May 2001, authorised and established, inter alia, (i) the criteria of the Second Portfolio Receivables to be assigned by INPS and their relative guaranteed minimum nominal value, (ii) the amount owed by the Issuer to INPS as prepayment of the First Portfolio Deferred Purchase Price and the Second Portfolio purchase price for the Second Portfolio Receivables and the methods of payment for the deferred purchase price of the Second Portfolio Receivables, (iii) the criteria for substitution by INPS of Second Portfolio Receivables in the event of inexistence of the same, (iv) the characteristics and amounts of the bonds to be issued by the Issuer to finance the payment to INPS of the amounts referred to in (ii) above, and (v) the ancillary obligations to be assumed by INPS in connection with the assignment and securitisation of the Second Portfolio Receivables.

By a decree issued by the Ministry of Economy and Finance, in conjunction with the Ministry of Labour and Social Policies, on 23 May 2002, the prepayment of the First Portfolio Deferred Purchase Price and the deferred purchase price due to INPS by the Issuer pursuant to the Second Receivables Purchase Agreement (the "Second Portfolio Deferred Purchase

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Price") and the payment of a purchase price for the sale of the Third Portfolio Receivables (accruing during the year 2001) were authorised.

A decree issued by the Ministry of Economy and Finance, in conjunction with the Ministry of Labour and Social Policies, on 16 July 2002, authorised and established, inter alia, (i) the criteria of the Third Portfolio Receivables to be assigned by INPS and their relative guaranteed minimum nominal value, (ii) the amount owed by the Issuer to INPS as an advance for the First Portfolio Deferred Purchase Price and the Second Portfolio Deferred Purchase Price, the initial purchase price for the Third Portfolio Receivables and the methods of payment for the deferred purchase price of the Third Portfolio Receivables, (iii) the criteria for substitution by INPS of the Third Portfolio Receivables in the event of inexistence of the same, (iv) the characteristics and amounts of the bonds to be issued by the Issuer to finance the payment to INPS of the amounts referred to in (ii) above, and (v) the ancillary obligations to be assumed by INPS in connection with the assignment and securitisation of the Third Portfolio Receivables.

Decrees issued by the Ministry of Economy and Finance, in conjunction with the Ministry of Labour and Social Policies, on 17 March 2003 and on 15 July 2003, respectively, authorised and established, inter alia, (i) the prepayment of the First Portfolio Deferred Purchase Price, the Second Portfolio Deferred Purchase Price and the deferred purchase price due to INPS by the Issuer pursuant to the Third Receivables Purchase Agreement (the "Third Portfolio Deferred Purchase Price"), (ii) the sale of the 2002 Receivables and the 2003 Receivables and the conditions for the payment of an initial purchase price for the sale of the Fourth Portfolio Receivables, (iii) the categories of the receivables to be sold by INPS and their relevant guaranteed minimum nominal amounts, (iv) method for payment for the deferred purchase price of the Fourth Portfolio Receivables, (v) the criteria for substitution by INPS of Fourth Portfolio Receivables in the event of inexistence of the same, (vi) the characteristics and amounts of the notes to be issued by the Issuer to finance the payment to INPS of the amounts referred to in (i) and (ii) above and (vii) the ancillary obligations to be assumed by INPS in connection with the assignment and securitisation of the Fourth Portfolio Receivables.

By a decree issued by the Ministry of Economy and Finance, in conjunction with the Ministry of Labour and Social Policies, on 31 August 2004, the prepayment of the First Portfolio Deferred Purchase Price, of the Second Portfolio Deferred Purchase Price, of the Third Portfolio Deferred Purchase Price and of the deferred purchase price due to INPS by the Issuer pursuant to the Fourth Receivables Purchase Agreement (the "Fourth Portfolio Deferred Purchase Price") and the payment of a purchase price for the sale of the Fifth Portfolio Receivables (accruing during the year 2004) were authorised.

A decree issued by the Ministry of Economy and Finance, in conjunction with the Ministry of Labour and Social Policies, on 29 November 2004, authorised and established, inter alia, (i) the criteria of the Fifth Portfolio Receivables to be assigned by INPS and their guaranteed minimum nominal value, (ii) the amount owed by the Issuer to INPS as a prepayment for the First Portfolio Deferred Purchase Price, the Second Portfolio Deferred Purchase Price, the Third Portfolio Deferred Purchase Price, the Fourth Portfolio Deferred Purchase Price and the initial purchase price for the Fifth Portfolio Receivables and the methods of payment for the deferred purchase price of the Fifth Portfolio Receivables, (iii) the criteria for substitution

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by INPS of the Fifth Portfolio Receivables in the event of inexistence of the same, (iv) the characteristics and amounts of the bonds to be issued by the Issuer to finance the payment to INPS of the amounts referred to in (ii) above and (v) the ancillary obligations to be assumed by INPS in connection with the assignment and securitisation of the Fifth Portfolio Receivables.

By a decree issued by the Ministry of Economy and Finance, in conjunction with the Ministry of Labour and Social Policies, on 16 September 2005, the prepayment of part of the deferred purchase price due under the Original Receivables Purchase Agreements and the payment of a purchase price for the sale of the New Receivables (accruing during the year 2005) financed by a new issue of notes by the Issuer were authorised.

A decree issued by the Ministry of Economy and Finance, in conjunction with the Ministry of Labour and Social Policies, on 30 November 2005, authorised and established, inter alia, (i) the criteria of the New Receivables to be assigned by INPS and their guaranteed minimum nominal value, (ii) the amount owed by the Issuer to INPS as prepayment of part of the deferred purchase price due under the Original Receivables Purchase Agreements and the initial purchase price for the New Receivables and the methods of payment for the deferred purchase price of the New Receivables, (iii) the criteria for the substitution by INPS of the New Receivables in the event of inexistence of the same, (iv) the characteristics and amounts of the notes to be issued by the Issuer to finance the payment to INPS of the amounts referred to in (ii) above and (v) the ancillary obligations to be assumed by INPS in connection with the assignment and securitisation of the New Receivables.

Those aspects of the transaction for which Law No. 448 does not make express provision are regulated by the Securitisation Law.

Law 448

Article 13 contains certain provisions which relate to, inter alia: (i) the assignment of the receivables by INPS to the Issuer, (ii) the issue of notes by the Issuer, and (iii) the conduct of legal proceedings by INPS and the Issuer. In addition, Article 13 provides for statutory segregation of the Issuer's assets and sets out certain regulatory requirements in respect of the Issuer.

Assignment of the Receivables

In relation to the assignment of Receivables by INPS to the Issuer, paragraph 3 of Article 13 disapplies the normal rule set out in Article 1264 of the Italian Civil Code that the assignment of a receivable is only effective against the debtor if it has either (i) received formal notice of the assignment or (ii) consented to the assignment by means of a deed bearing an indisputable date (data certa). Provided that the Issuer pays the purchase price for the Receivables in whole or in part in accordance with the relevant Receivables Purchase Agreement and the date of payment is indisputable, then the assignment will be effective against (i) assignees of the Receivables whose title to the Receivables has not been perfected before payment of the purchase price and (ii) creditors who have not enforced their claims against the Receivables before payment of the purchase price.

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The Notes

The Original Notes are not and the New Notes will not be subjec t to the general provisions of the Italian Civil Code which regulate debt securities (obbligazioni).

Judicial proceedings

The Issuer is entitled to join INPS in civil proceedings (both on the merits and enforcement proceedings) which were pending in relation to Receivables at the date of assignment of such Receivables by INPS, but proceedings may not be brought against the Issuer. INPS cannot be excluded from such proceedings. Judgments in these proceedings may affect the Issuer's title in, or rights to, the relevant Receivables, whether or not the Issuer joins in the proceedings.

If, after the Ruoli have been entrusted to the Concessionari , Debtors challenge the Ruoli, both INPS and the Issuer must be joined in the relevant proceedings.

Segregation of the Receivables and other assets

Under the terms of Article 13 and the Transaction Documents, the Issuer's right, title and interest in and to the Portfolio and the other Issuer's Rights will be segregated from all other assets of the Issuer by operation of law and, both before and after a winding-up of the Issuer, amounts deriving from the Portfolio and the other Issuer's Rights will be available for the purposes of satisfying the Issuer's obligations to the Issuer Creditors (as defined below) in priority to the Issuer's obligations to any other creditor. The "Issuer Creditors" are (i) the Noteholders; (ii) the Issuer's other creditors under the Transaction Documents; and (iii) any other third party creditors in respect of any taxes, costs, fees or expenses incurred by the Issuer in relation to the Securitisation of the Portfolio. For the avoidance of doubt, the First Portfolio, the Second Portfolio, the Third Portfolio, the Fourth Portfolio, the Fifth Portfolio and the New Portfolio form a single portfolio pursuant to the Transaction Documents.

The Portfolio and the other Issuer's Rights may not be seized or attached in any form by creditors of the Issuer other than the Noteholders, until full discharge by the Issuer of its payment obligations under the Notes or cancellation of the Notes.

The Issuer

The Issuer is subject to the provisions of Chapter V of the Banking Act which specifies that companies intending to carry out financial activities in Italy must be registered on the register of financial companies held by the Ministry of Economy and Finance (Ufficio Italiano dei Cambi). In addition, pursuant to the Decree of the Ministry of the Treasury dated 13 May 1996, as amended by the Decree of the Ministry of the Treasury dated 4 April 2001, securitisation companies (as referred to in such decrees) must be registered in the special register held by the Bank of Italy provided for by Article 107 of the Banking Act ("Article 107"). Companies registered under Article 107 are subject to the supervision of the Bank of Italy.

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DESCRIPTION OF THE TRANSACTION DOCUMENTS

The description of the Transaction Documents set out below is a summary of certain features of such Transaction Documents and is qualified by reference to the detailed provisions contained therein. Prospective Noteholders may inspect a copy of the Transaction Documents described below upon request at the specified offices of each of the Representative of the Noteholders and the Luxembourg Paying Agent.

1. THE ORIGINAL RECEIVABLES PURCHASE AGREEMENTS

General description of the First Receivables Purchase Agreement

On or around the First Portfolio Issue Date, INPS and the Issuer entered into the First Receivables Purchase Agreement, pursuant to which INPS agreed to sell to the Issuer, in accordance with paragraph 1 of Article 13, without recourse (pro soluto) and in block (in blocco), certain social security contributions in arrears (including related interest, penalty interest and any additional sums in respect thereof) and owing to INPS, having each of the following characteristics:

(i) which had already accrued as at the date of signing of the First Receivables Purchase Agreement, or which would have accrued on or before 31 December 1999 (that is, those social security contributions not paid on the due date and which had been entered onto the balance sheet of INPS or would have been recorded in the 1999 or preceding balance sheet of INPS);

(ii) which had not already been collected by INPS for value as at 7 November 1999; and

(iii) which had not been cancelled by INPS, in accordance with its internal procedure for cancellation of receivables (approved by the Board of Directors of INPS with resolution No. 26 of 10 February 1998) prior to 29 February 2000 or, in the case of 'Agriculture' only, prior to 31 May 2000.

The receivables transferred with the above characteristics had an aggregate nominal minimum value (including penalties) of €41,671,019,146 as at the date of transfer.

In accordance with the provisions of the Decree dated 5 November 1999 of the Minister of the Treasury, issued in conjunction with the Minister of Finance and the Minister of Labour, the receivables transferred were all:

(i) owed to INPS by companies (including local authorities, provinces, regions and the Italian State) which are obliged to make a monthly declaration to INPS (DM10/2 Declaration), by self-employed people (including artisans, traders, farmers, farmhands and sharecroppers) or by agricultural enterprises; and/or

(ii) payable by debtors who had been granted a concession to make payments in instalments (rateazione) or an amnesty (condono) in relation to payment.

The receivables transferred and matching the above description, including related interest, penalty sums and any additional sums in respect thereof, are together referred to as the "First Portfolio Receivables".

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Following the provision of definitive lists within a specified time following the First Receivables Purchase Agreement, the aggregate nominal value (including penalties) of the First Portfolio Receivables was to be not less than Euro 41,671,019,146. If less, INPS was obliged to provide the Issuer with more receivables in order to reach the required value. Following the deposit of the lists, the aggregate nominal value of the First Portfolio Receivables was approximately €46,807 million.

As the transfer was made in block (in blocco), INPS and the Issuer agreed that, in the event that receivables were discovered which were mistakenly not included in the lists (but which fulfil the description of First Portfolio Receivables), such additional receivables would be the property of the Issuer, with no need for any further payment to be made by the Issuer.

The purchase price for the First Portfolio Receivables consisted of the following elements:

(i) the First Portfolio initial purchase price; and

(ii) the deferred purchase price, payable once the First Portfolio Notes issued by the Issuer have been repaid in full (including all related sums).

General description of the Second Receivables Purchase Agreement

On or around the Second Portfolio Issue Date, INPS and the Issuer entered into the Second Receivables Purchase Agreement, pursuant to which INPS agreed to sell to the Issuer, in accordance with paragraph 1 of Article 13, without recourse (pro soluto) and in block (in blocco), certain social security contributions in arrears (together with related interest, penalty interest and any additional sums in respect thereof) and owing to INPS, having each of the following characteristics:

(i) which have already accrued on 31 December 2000 (that is, all those social security contributions not paid on the due date and which have been entered on the balance sheet of INPS or will be entered on the 2000 balance sheet of INPS);

(ii) which have not already been collected by INPS as of 30 April 2001; and

(iii) which have not been, nor shall be cancelled by INPS, in accordance with its internal procedure for cancellation of receivables (approved by the Board of Directors of INPS on 10 February 1998) prior to 30 September 2001,

together, the "Second Portfolio Receivables".

In accordance with the provisions of the decree of 17 May 2001 of the Minister of the Treasury, issued in conjunction with the Minister of Finance and the Minister of Labour, the Second Portfolio Receivables being transferred pursuant to the Second Receivables Purchase Agreement had to all be owed to INPS: by companies (including local authorities, provinces, regions and the Italian State) (the "Aziende Second Portfolio Receivables") which are obliged to make a monthly declaration to INPS (DM10/2 Declaration); by self-employed people (including artisans and traders) (the "Artigiani e Commercianti Second Portfolio Receivables"); or by agricultural enterprises, farmers, farmhands and sharecroppers (the "Agricoli Second Portfolio Receivables").

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Following the deposit of definitive lists with a public notary within a specified time following the Second Receivables Purchase Agreement, the verified Second Portfolio Receivables were to comprise, as at 30 April 2001, at least (i) Euro 1,704,000,000 in nominal value of Aziende Second Portfolio Receivables, (ii) Euro 1,136,000,000 in nominal value of Artigiani e Commercianti Second Portfolio Receivables, and (iii) Euro 413,000,000 in nominal value of Agricoli Second Portfolio Receivables, with an aggregate nominal value of the Second Portfolio Receivables of at least Euro 3,253,000,000, in each case excluding any penalties and interest.

If less, INPS was obliged to provide the Issuer with more receivables in order to reach the required value. Following the deposit of the lists, the aggregate nominal value of the Second Portfolio Receivables was approximately €7,570 million.

As the transfer was made in block (in blocco), INPS and the Issuer agreed that, in the event that receivables were discovered which were mistakenly not included in the lists (but which fulfil the description of Second Portfolio Receivables), such additional rec eivables would be the property of the Issuer, with no need for any further payment to be made by the Issuer.

The purchase price for the Second Portfolio Receivables and the partial prepayment of the First Receivables Deferred Purchase Price due under the First Receivables Purchase Agreement, less the costs related to the issue of the Second Portfolio Notes, was equal to Euro 1,706,500,000 (items (a) and (b) (i) below) and consisted of the following elements:

(a) a partial pre payment of the deferred purchase price due under the First Receivables Purchase Agreement;

(b) as purchase price for the Second Portfolio Receivables:

(i) an initial purchase price and (ii) the partial prepayment amount of the deferred purchase price due under the First Receivables Purchase Agreement;

(ii) a deferred initial purchase price; and

(iii) a deferred purchase price, payable once all the Notes issued by the Issuer have been repaid in full (including all related sums).

General description of the Third Receivables Purchase Agreement

On or around the Third Portfolio Issue Date, INPS and the Issuer entered into the Third Receivables Purchase Agreement, pursuant to which INPS agreed to sell to the Issuer, in accordance with paragraph 1 of Article 13, without recourse (pro soluto) and in block (in blocco), certain social security contributions in arrears (together with related interest, penalty interest and any additional sums in respect thereof) and owing to INPS, having each of the following characteristics:


(ii) which have not already been collected by INPS as of 31 May 2002; and

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(iii) which have not been, nor shall be cancelled by INPS, in accordance with its internal procedure for cancellation of receivables (approved by the Board of Directors of INPS on 10 February 1998) prior to the date immediately preceding the date on which the lists referred to below are delivered,

together, the "Third Portfolio Receivables".

In accordance with the provisions of the decree of 16 July 2002 of the Minister of Economy and Finance, issued in conjunction with the Ministry of Labour and Social Policies, the Third Portfolio Receivables being transferred pursuant to the Third Receivables Purchase Agreement all had to be owed to INPS: by companies (including local authorities, provinces, regions and the Italian State) (the "Aziende Third Portfolio Receivables") which are obliged to make a monthly declaration to INPS (DM10/2 Declaration); by self-employed people (including artisans and traders) (the "Artigiani e Commercianti Third Portfolio Receivables"); or by agricultural enterprises, farmers, farmhands and sharecroppers (the "Agricoli Third Portfolio Receivables").

Following the deposit of definitive lists with a public notary within a specified time following the Third Receivables Purchase Agreement, the verified Third Portfolio Receivables were to comprise, as at 31 May 2002, at least (i) Euro 1,962,000,000 in nominal value of Aziende Third Portfolio Receivables, (ii) Euro 1,085,000,000 in nominal value of Artigiani e Commercianti Third Portfolio Receivables, and (iii) Euro 620,000,000 in nominal value of Agricoli Third Portfolio Receivables, with an aggregate nominal value of the Third Portfolio Receivables of at least Euro 3,667,000,000, in each case excluding any penalties and interest.

If less, INPS was obliged to provide the Issuer with more receivables in order to reach the required value. Following the deposit of the lists, the aggregate nominal value of the Third Portfolio Receivables was approximately €4.033 million.

As the transfer was made in block (in blocco), INPS and the Issuer agreed that, in the event that receivables were discovered which were mistakenly not included in the lists (but which fulfil the description of Third Portfolio Receivables), such additional receivables will be the property of the Issuer, with no need for any further payment to be made by the Issuer.

The purchase price for the Third Portfolio Receivables and the partial pre-payment of the First Portfolio Receivables Deferred Purchase Price and the Second Portfolio Receivables Deferred Purchase Price due under the Second Receivables Purchase Agreement, less the costs related to the issue of the Third Portfolio Notes and the initial amount to be held in the Third Portfolio Debt Service Reserve (equal to Euro 200,000,000), was equal to Euro 2,799,070,705 (items (a) and (b) below) and consisted of the following elements:

(a) as partial prepayment of the Deferred Purchase Price due under each of the previous Original Receivables Purchase Agreements;

(b) an initial purchase price for the Third Portfolio Receivables;

(c) a deferred initial purchase price for the Third Portfolio Receivables to be deposited to the credit of the Third Portfolio Debt Service Reserve, payable by the Issuer to INPS

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up to a maximum of Euro 200,000,000, subject to the fulfilment of certain conditions; and

(d) a deferred purchase price, payable once all the Notes have been repaid in full.

General description of the Fourth Receivables Purchase Agreement

On or around the Fourth Portfolio Issue Date, INPS and the Issuer entered into the Fourth Receivables Purchase Agreement, pursuant to which INPS agreed to sell to the Issuer, in accordance with paragraph 1 of Article 13, without recourse (pro soluto) and in block (in blocco), certain social security contributions in arrears (together with related interest, penalty interest and any additional sums in respect thereof) and owing to INPS, having each of the following characteristics:

(i) receivables arising from unpaid social security contributions which have not been paid by Debtors on the relevant due date (a) between 1 January 2002 and 31 December 2002 and accounted for in the 2002 accounts of INPS or (b) between 1 January 2003 and 31 December 2003 and accounted for in the 2003 accounts of INPS;

(ii) which have not already been collected by INPS as of 31 May 2003; and

(iii) which have not been, nor shall be cancelled by INPS, in accordance with its internal procedure for cancellation of receivables (as approved by the Board of Directors of INPS on 10 February 1998) prior to the date immediately preceding the date on which the lists referred to below are to be delivered.

The receivables satisfying the criteria set forth under (i)(a), (ii) and (iii) are hereinafter referred to as the "2002 Receivables" and the receivables satisfying the criteria set forth under (i)(b), (ii) and (iii) are hereinafter referred to as the "2003 Receivables" and together with the 2002 Receivables, the "Fourth Portfolio Receivables".

In accordance with the provisions of the decree issued by the Minister of Economy and Finance, in conjunction with the Minister of Labour and Social Policies on 15 July 2003, the Fourth Portfolio Receivables being transferred pursuant to the Fourth Receivables Purchase Agreement all had to be owed to INPS: by companies (including local authorities, provinces, regions and the Italian State) (the "Aziende Fourth Portfolio Receivables") which are obliged to make DM10/2 Declaration to INPS; by self-employed people (including artisans and traders) (the "Artigiani e Commercianti Fourth Portfolio Receivables"); or by agricultural enterprises (aziende agricoli), farmers (coltivatori diretti), farmhands (coloni) and sharecroppers (mezzadri) (the "Agricoli Fourth Portfolio Receivables").

Following the deposit of definitive lists with a public notary within specified times following the Fourth Receivables Purchase Agreement, the verified Fourth Portfolio Receivables were to comprise:

(i) in relation to the 2002 Receivables, as at 1 June 2003, at least (i) Euro 1,855,000,000 in nominal value of Aziende 2002 Receivables, (ii) Euro 1,050,000,000 in nominal value of Artigiani e Commercianti 2002 Receivables, and (iii) Euro 595,000,000 in nominal value of Agricoli 2002 Receivables, with an aggregate nominal value of the

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2002 Receivables of at least Euro 3,500,000,000, in each case excluding any penalties and interest (the "2002 Receivables Minimum Guaranteed Amounts" and, each of them, a "2002 Receivables Minimum Guaranteed Amount"); and

(ii) in relation to the 2003 Receivables, as at 31 December 2003, at least (i) Euro 1,859,000,000 in nominal value of Aziende 2003 Receivables, (ii) Euro 977,000,000 in nominal value of Artigiani e Commercianti 2003 Receivables, and (iii) Euro 557,000,000 in nominal value of Agricoli 2003 Receivables, with an aggregate nominal value of the 2003 Receivables of at least Euro 3,393,000,000, in each case excluding any penalties and interest (the "2003 Receivables Minimum Guaranteed Amounts" and, each of them, a "2003 Receivables Minimum Guaranteed Amount").

If less, INPS was obliged to provide the Issuer with more receivables in order to reach the required value. Following the deposit of the lists, the aggregate nominal value of the Fourth Portfolio Receivables was approximately €9,536 million.

As the transfer was made in block (in blocco), INPS and the Issuer agreed that, in the event that receivables were discovered which were mistakenly not included in the lists (but which fulfil the description of Fourth Portfolio Receivables), such additional receivables will be the property of the Issuer, with no need for any further payment to be made by the Issuer.

The purchase price for the Fourth Portfolio Receivables and the partial pre-payment of the deferred purchase price due under each of the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement and the Third Receivables Purchase Agreement, less the costs related to the issue of the Fourth Portfolio Notes, was equal to Euro 2,998,842,433 (items (a), (b) and (c) below) and consisted of the following elements:

(a) a partial pre payment of the Deferred Purchase Price due under each of the previous Original Receivables Purchase Agreements;

(b) an initial purchase price for the 2002 Receivables;

(c) an initial purchase price for the 2003 Receivables;

(d) a deferred purchase price payable once all the Notes have been repaid in full.

General description of the Fifth Receivables Purchase Agreement

On or around the Fifth Portfolio Issue Date, INPS and the Issuer entered into the Fifth Receivables Purchase Agreement, pursuant to which INPS agreed to sell to the Issuer, in accordance with paragraph 1 of Article 13, without recourse (pro soluto) and in block (in blocco), certain social security contributions in arrears (together with related interest, penalty interest and any additional sums in respect thereof) and owing to INPS, having each of the following characteristics:



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(iii) which have not been, nor shall be cancelled by INPS, in accordance with its internal procedure for cancellation of receivables (approved by the Board of Directors of INPS on 10 February 1998) prior to the date immediately preceding the date on which the lists referred to below are delivered,

together, the "Fifth Portfolio Receivables".

In accordance with the provisions of the decree of 29 November 2004 of the Minister of Economy and Finance, issued in conjunction with the Ministry of Labour and Social Policies, the Fifth Portfolio Receivables being transferred pursuant to the Fifth Receivables Purchase Agreement all had to be owed to INPS: by companies (including local authorities, provinces, regions and the Italian State) (the "Aziende Fifth Portfolio Receivables") which are obliged to make a monthly declaration to INPS (DM10/2 Declaration); by self-employed people (including artisans and traders) (the "Artigiani e Commercianti Fifth Portfolio Receivables"); or by agricultural enterprises, farmers, farmhands and sharecroppers (the "Agricoli Fifth Portfolio Receivables").

Following the deposit of definitive lists with a public notary within a specified time following the Fifth Receivables Purchase Agreement, the verified Fifth Portfolio Receivables were to comprise, as at 31 December 2004, at least (i) Euro 1,855,000,000 in nominal value of Aziende Fifth Portfolio Receivables, (ii) Euro 1,050,000,000 in nominal value of Artigiani e Commercianti Fifth Portfolio Receivables, and (iii) Euro 595,000,000 in nominal value of Agricoli Fifth Portfolio Receivables, with an aggregate nominal value of the Fifth Portfolio Receivables of at least Euro 3,500,000,000, in each case excluding any penalties and interest.

If less, INPS was obliged to provide the Issuer with more receivables in order to reach the required value. Following the deposit of the lists, the aggregate nominal value of the Fifth Portfolio Receivables was approximately €7,570 million.

As the transfer was made in block (in blocco), INPS and the Issuer agreed that, in the event that receivables were discovered which were mistakenly not included in the lists (but which fulfil the description of Fifth Portfolio Receivables), such additional receivables will be the property of the Issuer, with no need for any further payment to be made by the Issuer.

The purchase price for the Fifth Portfolio Receivables and the partial pre-payment of the First Portfolio Receivables Deferred Purchase Price, the Second Portfolio Receivables Deferred Purchase Price, the Third Portfolio Receivables Deferred Purchase Price and the Fourth Portfolio Receivables Deferred Purchase Price, less the costs related to the issue of the Fifth Portfolio Notes, was equal to Euro 3,548,909,915 (items (a), (b) and (c) below) and consisted of the following elements:

(a) as partial prepayment of the Deferred Purchase Price due under each of the previous Original Receivables Purchase Agreements;

(b) an initial purchase price for the Fifth Portfolio Receivables;

(c) a deferred purchase price payable once all the Notes have been repaid in full.

Advance of the deferred purchase price

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In accordance with the decrees issued by the Ministry of Economy and Finance pursuant to paragraph 2 of Article 13 in relation to the transfer of each of the Original Portfolios, INPS may ask the Issuer for an advance of the deferred purchase price under any of the Original Receivables Purchase Agreements, to be funded by way of further issues of notes, or by entry into loan agreements, repayment of which may be funded from collections on the Original Receivables, upon the conditions set out in such Original Receivables Purchase Agreements.

The method of calculating the deferred purchase price for the Original Receivables is the same as that for calculating the deferred purchase price for the New Portfolio Receivables as described at paragraph 2 below ("The Sixth Receivables Purchase Agreement").

Representations and Warranties

Each of the Original Receivables Purchase Agreements contains certain representations, warranties and indemnities by INPS in relation to itself and the Original Receivables transferred under such Receivables Purchase Agreement. In particular, in relation to the existence of the Original Receivables upon the transfer thereof, INPS acknowledged its obligation under paragraph 3 of Article 13 to guarantee the existence of such Original Receivables at the time of the assignment. The Original Receivables are considered as existing, inter alia, until otherwise declared or ascertained by any judicial authority in a final judgment or by INPS as a result of the cancellation of the relevant Original Receivables in accordance with the internal procedures on cancellation of receivables of INPS after the relevant date as set out in the relevant Original Receivables Purchase Agreements.

If:

(a) any Original Receivable proves to be non-existent; or

(b) any Original Receivable proves to be extinguished upon the conclusion of the relevant prescription period; or

(c) a non-final judgment is delivered against INPS in respect of any Original Receivable,

(but, for the avoidance of doubt, not in the event of the insolvency or disappearance of the relevant debtor), then (subject as provided in the following sentence) INPS must, in accordance with the terms of and upon the conditions of the relevant Original Receivables Purchase Agreements, either pay the Issuer the nominal amount of such Original Receivable or transfer to the Issuer new receivables.

Original Receivables to be registered on the Ruoli

INPS has undertaken in the Original Receivables Purchase Agreements to provide the Issuer with certain services in relation to the Original Receivables that shall be inscribed onto the Ruoli. In particular INPS has undertaken the following:

1. to the extent that it is necessary or opportune for the Issuer to amend the Convenzione with the Concessionari , INPS shall provide its consent not later than 30 days from the request, such consent not to be unreasonably withheld;

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2. with reference to the Original Receivables not already inscribed onto the Ruoli, to register them onto the Ruoli within certain time limits;

3. to use its right to ask for payment by means of a reminder of payment (avviso bonario) referred to in paragraph 2 of article 24 of Decree No. 46 (see for further details "INPS' Recovery Procedures" above); and

4. to check the Concessionari's activities (for a further description of INPS' obligations in respect of the Concessionari's activities see "Description of the Convenzione" below), in particular to: (i) check the discharge for irrecoverability given by the Concessionari to INPS pursuant to Decree No. 112; (ii) check the activities of the Concessionario relevant for the discharge for irrecoverability; (iii) look for any further asset owed by the relevant debtor in the case that a discharge for irrecoverability is given, in order to reregister the receivable onto the Ruolo; (iv) notify to the Issuer the account given by the Concessionari to INPS pursuant to article 25 of Decree No. 112, and (v) check the data transmission in order to notify the Issuer and the Ministry of Economy and Finance of any default.

Servicing of Original Receivables subject to legal proceedings

INPS undertook in the Original Receivables Purchase Agreements to provide certain services with respect to the Original Receivables subject to legal proceedings (for a further description of such proceedings, see "INPS' Recovery Procedures" above). In particular INPS undertook to: (i) pursue the merits and enforce legal proceedings already commenced with the diligence with which it would pursue such proceedings had the receivables been its own (diligentia quam suis), and (ii) challenge any dispute in court that might arise in relation to the Original Receivables.

Payments

All the fees and expenses for the recovery and the collections made by the Concessionari in relation to the Original Receivables were borne by the Issuer up to a maximum amount of 2% of the sums collected and recovered, and any additional amount was charged to INPS.

As regards the First Portfolio Receivables, the Second Portfolio Receivables, the Third Portfolio Receivables and the Fourth Portfolio Receivables directly recovered by INPS, INPS was due an amount equal to 2% of the sums recovered and collected directly thereby.

Pursuant to the Fifth Portfolio Receivables Agreement, in respect of all the Original Receivables directly recovered and colle cted by INPS, INPS was due an amount equal to (i) 3% of the sums recovered and collected directly thereby in a semester, if such sums were less than or equal to 80% of the total amount of the collections made in such semester (including sums collected by the Concessionari) due and paid by INPS to the Issuer, or (ii) 2.50% of the sums recovered and collected directly thereby in a semester, if such sums are more than 80% of the total amount of the collections made in such semester (including sums collected by the Concessionari ) due and paid by INPS to the Issuer.

Any payment to be made by the Issuer to INPS is made in accordance with the Priority of Payments.

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Data provision

INPS has undertaken to provide to the Issuer the data necessary to allow each of the Agent Bank and the Report Auditor to fulfil their reporting and audit obligations.

Applicable law and jurisdiction

Each of the Original Receivables Purchase Agreements is governed by and will be construed in accordance with Italian law. The courts of Rome have exclusive jurisdiction to hear any disputes that arise in connection therewith.

2. THE SIXTH RECEIVABLES PURCHASE AGREEMENT

Introduction

On or about the New Issue Date, INPS and the Issuer will enter into the Sixth Receivables Purchase Agreement, pursuant to which INPS will sell to the Issuer, in accordance with paragraph 1 of Article 13, without recourse (pro soluto) and in block (in blocco), certain social security contributions in arrears (together with related interest, penalty interest and any additional sums in respect thereof) and owing to INPS, having each of the following characteristics:

(i) which have already accrued or will accrue on the relevant due date between 1 January 2005 and 31 December 2005 and which have been accounted for or will be accounted for in the 2005 accounts of INPS;


(iii) which have not been, nor shall be cancelled by INPS, in accordance with its internal procedure for cancellation of receivables (approved by the Boa rd of Directors of INPS on 10 February 1998) prior to the date immediately preceding the date on which the lists referred to below are to be delivered,

together, the "Sixth Portfolio Receivables".

In accordance with the provisions of the decree issued by the Minister of Economy and Finance, in conjunction with the Minister of Labour and Social Policies on 30 November 2005, the New Receivables being transferred pursuant to the Sixth Receivables Purchase Agreement must all be owed to INPS: by companies (including local authorities, provinces, regions and the Italian State) (the "Aziende New Receivables") which are obliged to make monthly declarations (DM10/2 Declarations) to INPS; or by self-employed people (including artisans and traders) (the "Artigiani e Commercianti New Receivables").

Pursuant to the provisions of paragraph 6 of Article 13, INPS shall deposit with a public notary, no later than 31 May 2006, lists detailing the New Receivables categorised as follows:

(i) a list of the Aziende New Receivables that have been or will be entered by INPS onto the Ruoli, in accordance with the provisions of the Sixth Receivables Purchase Agreement; and

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(ii) a list of the Artigiani e Commercianti New Receivables that have been or will be entered by INPS onto the Ruoli, in accordance with the provisions of the Sixth Receivables Purchase Agreement.

INPS warrants that the New Receivables shall comprise, as at 31 December 2005, at least (i) Euro 4,200,000,000 in nominal value of Aziende New Receivables, and (ii) Euro 1,800,000,000 in nominal value of Artigiani e Commercianti New Receivables, with an aggregate nominal value of the New Receivables of at least Euro 6,000,000,000, in each case excluding any penalties and interest and gross of any cash received after 30 April 2005 (the "New Receivables Minimum Guaranteed Amounts" and, each of them, a "New Receivables Minimum Guaranteed Amount").

If it results that the New Receivables Minimum Guaranteed Amounts are not reached within each of the categories, it will be necessary to verify if there are New Receivables capable of being used to remedy such shortfall. Any such excess shall be considered using the criteria specified in the table set out below:

Category of Receivables fo r which excess occurs: percentages to be applied to excess relative to minimum amount to compensate the shortfall:

Category of Receivables for

which minimum is not reached:

Aziende Artigiani e Commercianti

Aziende N/A 40%

Artigiani e Commercianti

170% N/A

The weighting factors in the table above are applied to the amount of New Receivables in excess of the minimum amount for each category of New Receivables, to determine whether there are enough New Receivables to remedy shortfalls in all categories. Once the weighting factors have been applied, the amounts resulting from the lists referred to above shall be adjusted to verify that the minimum guaranteed amounts have been reached. To this extent, in relation to Aziende New Receivables, an excess in the Artigiani e Commercianti New Receivables can only be used to remedy shortfalls of up to Euro 500 million.

If, notwithstanding the above, the New Receivables Minimum Guaranteed Amounts are not reached in all of the categories, then:

(1) If possible in accordance with Article 13, INPS shall provide, no later than the end of the month immediately following the date on which the New Receivables lists are delivered, the Issuer with additional receivables using the criteria specified in the table below. New receivables transferred in this way will be subject to a chronological limitation, such that INPS shall, separately for each category, transfer new receivables strictly in the order in which they have become due. In other words, INPS may only transfer a new receivable that had become due on a certain date, if all new receivables which became due before that date have been or are being transferred as well; or

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(2) if it is not possible to provide the Issuer with additional receivables as a result of not being authorised to do so by law or the abovementioned remedy is not sufficient or not carried out by the end of the month immediately following the date on which the lists are delivered in relation to the New Receivables, pay the Issuer the following percentage of the amount by which the minimum amount is not reached (once the weighting factors have been applied): 80% for the Aziende New Receivables, and 50% for the Artigiani e Commercianti New Receivables.

Category of receivables and percentages to be applied to compensate the shortfall:

Category of New Receivables for

which minimum is not reached: Aziende Artigiani e Commercianti

Aziende 100% 40%

Artigiani e Commercianti

170% 100%

As the transfer is made in block (in blocco), INPS and the Issuer agree that, in the event that receivables are discovered which have mistakenly not been included in the lists (but which fulfil the description of New Receivables), such additional receivables will be the property of the Issuer, with no need for any further payment to be made by the Issuer.

The Purchase Price

The purchase price for the New Receivables and the partial pre-payment of the deferred purchase price due under each of the Original Receivables Purchase Agreements in respect of the transfer of the First Portfolio and the Second Portfolio, less the costs related to the issue of the New Notes, is equal to Euro 4,999,211,001 (items (a) and (b)) and a deferred purchase price (item (c) below) and consists of the following elements:

(a) as partial prepayment of the Deferred Purchase Price due under the Original Receivables Purchase Agreements in respect of the First Portfolio and the Second Portfolio, an amount of €2,305,069,026;

(b) as initial purchase price for the New Receivables, an amount of €2,694,141,975;

(c) a deferred purchase price payable once all the Notes have been repaid in full by means of: (i) any amounts collected under the Receivables and under the Transaction Documents in excess of the aggregate of (1) the initial purchase prices and the deferred initial purchase prices due under the Receivables Purchase Agreements, (2) the partial prepayment of any deferred purchase price in respect of the Portfolio, and (3) all the costs of the Securitisation (this excess shall be increased by any amounts that the Issuer has received under the Transaction Documents and that have not been used for the repayment of any amounts due under the Notes or for the payment of the costs of the transaction); or (ii) provided that any amount outstanding under the Notes has been repaid in full, the transfer of any uncollected Receivables from the Issuer to INPS, with

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no guarantee as to either the solvency of the debtors or the existence of the Receivables, together with, inter alia, any sums collected under the Receivables which have not been used for the payment of the costs of the transaction.

Such deferred purchase price is to include and replace the deferred purchase price agreed in the Original Receivables Purchase Agreements in respect of the Original Portfolio Receivables.

In accordance with the decree of the Ministry of Economy and Finance issued pursuant to paragraph 2 of Article 13 on 30 November 2005, pursuant to the Sixth Receivables Purchase Agreement, INPS may ask the Issuer for an advance of the deferred purchase price, to be funded by way of further issues of notes, or by entry into loan agreements, repayment of which may be funded from collections on the Receivables, upon the conditions that: (i) such advance has been authorised by way of one or more ministerial decrees issued pursuant to paragraph 2 of Article 13; (ii) the Rating Agencies have confirmed that the then current rating of the Notes will not be adversely affected by such new borrowing, and (iii) the Issuer is able to fund such advance through the issue of notes or borrowing under loan agreements.

In calculating the deferred purchase price, the parties will take into account the following costs of the transaction:

(i) interest and other costs incurred in connection with the purchase of the Original Receivables and the securitisation of the same;

(ii) interest and other costs of the financing incurred in connection with the purchase of the New Receivables and the securitisation of the same; and

(iii) costs of collection and other fees owed to the Concessionari (or any successor thereto in respect of the collection of the Receivables) and to INPS.


2.1 In relation to the existence of the New Receivables

Pursuant to the Sixth Receivables Purchase Agreement, INPS will acknowledge its obligation under paragraph 3 of Article 13 to guarantee the existence at the date of the Sixth Receivables Purchase Agreement of the New Receivables as listed in the New Receivables lists. The New Receivables will be considered as existing, inter alia, until otherwise declared or ascertained by any judicial authority in a final judgment or by INPS as a result of the cancellation of the relevant New Receivables in accordance with INPS' internal procedures on cancellation of receivables within the day immediately preceding the date on which the lists have been delivered.

If:

(a) any New Receivable proves to be non-existent (including if stated in a non-final judgment); or

(b) any New Receivable proves to be extinguished upon the conclusion of the relevant prescription period,

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(but, for the avoidance of doubt, not in the event of the concurrent insolvency or disappearance of the relevant debtor), then (subject as provided in the following sentence) INPS must either (i) pay the Issuer the following percentage of the nominal amount of the relevant New Receivable: 80% for the Aziende New Receivables and 50% for the Artigiani e Commercianti New Receivables; or (ii) substitute such Receivables with other receivables using the criteria set out in the table above, provided that the Rating Agencies have confirmed that the use of such criteria does not adversely affect any outstanding rating of the Notes. The obligations under (i) and (ii) above will be conditional upon (x) the nominal value of such non-existing New Receivables exceeding the difference between the minimum guaranteed amount and the amount resulting from the list for each category of receivables increased by any New Receivables transferred to the Issuer by INPS pursuant to the Sixth Receivables Purchase Agreement (taking into consideration the relevant excess using the criteria specified in the table above), (y) the substitution of such New Receivable or such payment of the excess amount referred to in (x) above being necessary for the Issuer to meet its obligations to pay interest or principal under the Notes in accordance with the anticipated repayment schedule of the Notes (as set out in Condition 6.4) and the other costs and expenses payable in accordance with Clause 3.3 of the Receivables Purchase Agreements, and in accordance with the priority of payments set out in the Intercreditor Agreement, and (z) in the event that any Original Receivable has proved to be non-existent in accordance with Clause 6.12 of the relevant Original Receivables Purchase Agreements, notwithstanding INPS having remedied such non-existence in accordance with the provisions of such clause, the substitution of the New Receivable or the payment of the excess amount in the percentages referred to above is still necessary in accordance with (y) above.

INPS shall provide the Issuer with evidence of any event or circumstance that affects the existence of any New Receivable and shall calculate the change in value of the portfolio of New Receivables as a result thereof.

2.2 As to matters affecting INPS

The Sixth Receivables Purchase Agreement will also contain representations and warranties given by INPS as to matters of law and fact affecting INPS including: (i) that INPS is validly existing as a public juridical entity, has the corporate authority and power to enter into the transaction and assume the obligations contemplated therein and has all the necessary authorisations therefor; (ii) that general bankruptcy or liquidation procedures would not apply to INPS and only liquidation procedures governed by Law No. 1404 of 4 December 1956 relating to public entities could apply to INPS; (iii) that INPS is not subject to any such liquidation procedure governed by Law No. 1404 of 4 December 1956; (iv) that the Sixth Receivables Purchase Agreement is a binding obligation of INPS and requires no further ratification or other act; (v) that the conclusion of the Sixth Receivables Purchase Agreement and the carrying out the sale of the New Receivables are private acts even if regulated and authorised by public or administrative acts, and (vi) that INPS shall not raise against the Issuer any immunity or privilege deriving from its public nature.

2.3 In respect of the New Receivables

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In the Sixth Receivables Purchase Agreement, INPS will warrant in respect of the New Receivables, inter alia, as follows:

(i) that the nominal amount and any other information relating to each New Receivable included in any of the lists referred to above is and will be complete, true and accurate in matters of substance;

(ii) that the New Receivables already accrued as at the date of the sale or accruing originate from (i) assessments duly carried out fully in accordance with any applicable provisions, or (ii) self-declarations made by the debtors (DM10/2 Declarations), the accuracy of which has been verified by INPS;

(iii) that, following the inscription on the Ruoli of the New Receivables will only take place pursuant to (i) assessments duly carried out fully in accordance with any applicable provisions, or (ii) self-declarations made by the debtors (DM10/2 Declarations) the accuracy of which has been verified by INPS;

(iv) that INPS, at the date of execution of the Sixth Receivables Purchase Agreement, is the only entity authorised to transfer the New Receivables and that the New Receivables have not already been transferred by INPS or other third parties and are free of any charge, lien or privilege of whatsoever nature;

(v) that the collection of the New Receivables inscribed on the Ruoli can be validly carried out by the Concessionari and as from 1 October 2006, any successor thereto in respect of the collection of Receivables pursuant to Decree no. 203;

(vi) that none of INPS, the Concessionari nor any successor thereto in respect of the collection of Receivables pursuant to Decree no. 203 are obliged to make withholdings or deductions in respect of the New Receivables;

(vii) that the debtors under the New Receivables are obliged to make payments in Euro;

(viii) that applicable rules relating to the power of INPS to give concessions to make delayed payments or payment by instalments (such rules being scheduled to the Sixth Receivables Purchase Agreement) are full and exhaustive, that INPS shall scrupulously and without exception abide by such rules and that INPS shall not modify such rules without the written consent of the Issuer (which consent shall not be withheld by the Issuer where the Rating Agencies have confirmed that such proposed amendment is not substantially prejudicial to the interests of the new Noteholders);

(ix) that INPS cannot exercise the right to suspend the collection of credits provided for by article 25 of Decree No. 46 in relation to the New Receivables;

(x) that INPS will do whatever is reasonable or necessary to facilitate the collection of the New Receivables and to continue to carry out the assessments of the existence of the New Receivables; and

(xi) that INPS will not transfer, dispose of, pledge or make subject to a lien any of the New Receivables without the prior agreement with the other parties and always subject to

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receipt of confirmation from the Rating Agencies that any outstanding ratings of the Notes is not adversely affected by such disposal.

If any of the representations or warranties set out above proves to have been untrue or incorrect when made in respect of any New Receivable, INPS must notify the Issuer and indemnify it against any damages, costs or expenses arising as a consequence thereof (but, to the extent that such representations or warranties relate to the existence of the New Receivables, only to the extent provided in connection with the non-existence thereof). Notwithstanding the above, the Sixth Receivables Purchase Agreement may be terminated by the Issuer in accordance with article 1456 of the Italian Civil Code, giving prior notice to INPS and upon fulfilment of certain other conditions, in the event of inter alia:

(a) failure of INPS to pay the sums due (1) as an alternative means to satisfy its obligation to transfer additional receivables to the Issuer in the circumstances specified in the Sixth Receivables Purchase Agreement, or (2) as aggi, commissions and recovery expenses for an amount exceeding 2% of the collected sums and as advances for the remuneration of the Concessionari, provided that such sums exceed Euro 15,000,000, or

(b) termination of any of the Original Receivables Purchase Agreements.

If it is so terminated, the Issuer is entitled to receive damages.

New Receivables to be registered on the Ruoli

INPS will undertake in the Sixth Receivables Purchase Agreement to provide the Issuer with certain services in relation to the New Receivables that shall be inscribed onto the Ruoli and, in particular, as follows:

1. to the extent that it is necessary or opportune for the Issuer to amend the Convenzione with the Concessionari , INPS shall provide its consent not later than 30 days from the request, such consent not to be unreasonably withheld;

2. with reference to the New Receivables not already inscribed onto the Ruoli, to inscribe those New Receivables, make the Ruoli effective and promptly deliver the same to the Concessionari in any case not later than 30 September 2006 with respect to the New Receivables;

3. with reference to the New Receivables, INPS shall utilise the reminder of payment (avviso bonario) option referred to in paragraph 2 of article 24 of Decree No. 46 (see for further details "INPS' Recovery Procedures" above) and shall inscribe the sums onto the Ruoli in any case no later than 30 September 2006 with respect to the New Receivables;

4. to check the Concessionari's activities (for a further description of INPS' obligations in respect of the Concessionari's activities see "Description of the Convenzione" below), in particular to: (i) check the discharge for irrecoverability given by the Concessionari to INPS pursuant to Decree No. 112; (ii) check the activities of the Concessionario relevant for the discharge for irrecoverability; (iii) look for any further asset owed by

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the relevant Debtor in the case that a discharge for irrecoverability is given, in order to reregister the receivable onto the Ruolo; (iv) notify to the Issuer the account given by the Concessionari to INPS pursuant to article 25 of Decree No. 112; and (v) check the data transmission in order to notify the Issuer and the Ministry of Economy and Finance of any default.

Servicing of New Receivables subject to legal proceedings

INPS will undertake in the Sixth Receivables Purchase Agreement to provide certain services with respect to the New Receivables subject to legal proceedings (for a further description of such proceedings, see "INPS' Recovery Procedures" above). In particular, INPS will: (i) pursue the merits and enforce legal proceedings already commenced with the diligence with which it would pursue such proceedings had the receivables been its own (diligentia quam suis), and (ii) challenge any dispute in court that might arise in relation to the New Receivables.

Payments

All the fees and expenses for the recovery and the collections relating to the Receivables shall be borne as follows:

(a) with regard to the Receivables inscribed on the Ruoli and collected by the Concessionari, the Issuer shall bear up to a maximum amount equal to 2% of the sums collected by the Concessionari , and any additional amount will be charged to INPS; and

(b) with regard to the other Receivables directly recovered and collected by INPS, INPS shall have the right to receive an amount equal to (i) 4% of the sums recovered and collected directly thereby, if such sums are less than or equal to 80% of the total amounts of the collections (including the sums collected by the Concessionari) due and paid by INPS to the Issuer, or (ii) 3.50% of the sums recovered and collected directly thereby, if such sums are more than 80% of the total amount of the collections (including the sums collected by the Concessionari) due and paid by INPS to the Issuer.

The above provisions for fees and expenses apply in relation to the recovery and collection of all the Receivables transferred pursuant to the Receivables Purchase Agreements and replace the provisions on remuneration in the Original Receivables Purchase Agreements.

INPS will submit a reconciliation statement within 20 days of the end of successive 6 month periods and any sums due from INPS to the Issuer or vice versa as a result of the payment of fees already made during the relevant period shall be reimbursed. INPS will at the same time provide an overall summary of the position of the Receivables.

Any payment to be made by the Issuer to INPS will be made in accordance with the Priority of Payments set out in the Intercreditor Agreement.

Data provision

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INPS will provide to the Issuer the data necessary to allow each of the Agent Bank and the Report Auditor to fulfil their reporting and audit obligations.

Applicable law and jurisdiction

The Sixth Receivables Purchase Agreement is governed by and will be construed in accordance with Italian law. The courts of Rome have exclusive jurisdiction to hear any disputes that arise in connection therewith.

3. THE ISSUER CORPORATE SERVICES AGREEMENT

Introduction

The Issuer, the Issuer Corporate Servicer and the Representative of the Noteholders entered into a corporate services agreement on the First Portfolio Issue Date (the "Principal Issuer Corporate Services Agreement"). The Issuer, the Issuer Corporate Servicer and the Representative of the Noteholders entered into supplemental corporate services agreements on or about the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date and the Fifth Portfolio Issue Date which respectively extended the terms of the Principal Issuer Corporate Services Agreement, and in particular the services to be provided by the Issuer Corporate Servicer thereunder, to the securitisation transactions financed through the issuance of all the Original Notes.

The Issuer, the Issuer Corporate Servicer and the Representative of the Noteholders will enter into a supplemental corporate services agreement on or about the New Issue Date (the "Fifth Supplemental Issuer Corporate Services Agreement" and, together with the Principal Issuer Corporate Services Agreement, as amended or supplemented from time to time, the "Issuer Corporate Services Agreement") which shall extend the terms of the Principal Issuer Corporate Services Agreement as amended or supplemented from time to time, and in particular the services to be provided by the Issuer Corporate Servicer thereunder, to the securitisation transaction financed through the issuance of the New Notes.

Services

Under the terms of the Issuer Corporate Services Agreement, the Issuer Corporate Servicer provides certain corporate administration and management services to the Issuer.

These services include the safekeeping of documentation pertaining to meetings of the Issuer's shareholders, noteholders and directors, maintaining the shareholders' register, preparing VAT and other tax and accounting records, preparing the Issuer's annual balance sheet, administering all matters relating to the taxation of the Issuer and liasing with the Representative of the Noteholders. Moreover, the Issuer Corporate Servicer will assist the Issuer in giving payment instructions to the Collection Bank in accordance with the instructions of the Agent Bank.

General

As compensation for its services under the Issuer Corporate Services Agreement, the Issuer Corporate Servicer is entitled to an annual aggregate fee.

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The Issuer Corporate Services Agreement is governed by and construed in accordance with Italian law.

4. THE AGENCY AGREEMENT

Introduction

The Issuer, the Paying Agents, the Agent Bank, the Representative of the Noteholders and the Transaction Bank entered into an agency agreement on the First Portfolio Issue Date (the "Principal Agency Agreement"). The Issuer, the Paying Agents, the Agent Bank, the Representative of the Noteholders and the Transaction Bank entered into supplemental agency agreements on or about the Second Portfolio Issue Date, 31 July 2001, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date and the Fifth Portfolio Issue Date which extended the terms of the Principal Agency Agreement as amended or supplemented to all the Original Notes and the Original Portfolio and, furthermore, provided that the Representative of the Noteholders acts on behalf of the holders of all the Original Notes.

The Issuer, the Paying Agents, the Agent Bank, the Representative of the Noteholders and the Transaction Bank will enter into a supplemental agency agreement on or about the New Issue Date (the "Fifth Supplemental Agency Agreement" and, together with the Principal Agency Agreement as supplemented or amended from time to time, the "Agency Agreement"). Pursuant to the Fifth Supplemental Agency Agreement, the Issuer, the Paying Agents, the Agent Bank, the Representative of the Noteholders and the Transaction Bank will confirm that the terms of the Principal Agency Agreement, as supplemented or amended from time to time, extend also to the New Notes and the New Portfolio, and, furthermore, that the Representative of the Noteholders also acts on behalf of the holders of New Notes.

Duties of the Paying Agents

The Paying Agents perform certain services in relation to the Notes, including arranging for the payment of principal and interest to the Noteholders.

Duties of the Agent Bank

The Agent Bank shall calculate the amount of interest and principal payable on the Notes on each Interest Payment Date and shall perform certain other calculations in respect of the Notes. In addition, the Agent Bank will procure that, on each Interest Payment Date, payments are made by the Issuer in the order of priority set out in the Intercreditor Agreement.

Performance reporting on the Portfolio

The Agent Bank shall, on the basis of data provided by INPS, compile the Semi-annual Performance Report (which shall be audited by the Report Auditor) and the Quarterly Performance Update. See "Performance Reporting".

Reporting on the Notes

The Agent Bank shall compile the semi-annual Note Payment Reports. See "Performance Reporting".

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Role of the Agent Bank

The Agent Bank shall be the soggetto incaricato dei servizi di cassa e pagamento to the extent that such role is required in relation to the Securitisation of the Portfolio in accordance with the Securitisation Law and the instructions issued by the Bank of Italy on 3 November 2003.

Meeting of the Noteholders

The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by extraordinary resolution of the Noteholders of a modification of the Notes (including the Conditions) or the provisions of any of the Transaction Documents.

General

For their services under the Agency Agreement, the Agent Bank, the Transaction Bank and the Paying Agents will together be entitled to an aggregate ongoing annual fee (payable in respect of all the Notes).

The Agency Agreement will be governed by and construed in accordance with Italian law.

5. THE ORIGINAL WARRANTY AND INDEMNITY AGREEMENTS

INPS and the First Portfolio Managers entered into an agreement on or about the First Portfolio Issue Date (the "First Warranty and Indemnity Agreement"), INPS and the Second Portfolio Managers entered into an agreement on or about the Second Portfolio Issue Date, as amended on 19 July 2001 (as amended, the "Second Warranty and Indemnity Agreement"), INPS and the Third Portfolio Managers entered into an agreement on or about the Third Portfolio Issue Date (the "Third Warranty and Indemnity Agreement"), INPS and the Fourth Portfolio Managers entered into an agreement on or about the Fourth Portfolio Issue Date (the "Fourth Warranty and Indemnity Agreement") and INPS and the Fifth Portfolio Managers entered into an agreement on or about the Fifth Portfolio Issue Date (the "Fifth Warranty and Indemnity Agreement" and, together with the First Warranty and Indemnity Agreement, the Second Warranty and Indemnity Agreement, the Third Warranty and Indemnity Agreement and the Fourth Warranty and Indemnity Agreement, the "Original Warranty and Indemnity Agreements"), pursuant to which INPS made certain representations and warranties to the First Portfolio Managers, Second Portfolio Managers, Third Portfolio Managers, the Fourth Portfolio Managers and the Fifth Portfolio Managers, as the case may be, in respect of inter alia, the Receivables transferred thereby on or around the date of the relevant Original Warranty and Indemnity Agreement. Furthermore, INPS agreed to indemnify such Managers in connection with these representations and warranties to the extent set out therein.

The Original Warranty and Indemnity Agreements are governed by and construed in accordance with Italian law.

6. THE SIXTH WARRANTY AND INDEMNITY AGREEMENT

INPS and the New Managers will enter into an agreement on or about the New Issue Date (the "Sixth Warranty Indemnity Agreement") in which INPS will repeat to the New

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Managers the representations and warranties which it made to the Original Managers in each of the Original Warranty and Indemnity Agreements as of the dates on which such representations and warranties were made before and makes additional representations and warranties to the New Managers. Furthermore, INPS agrees to indemnify the Managers in connection with these representations and warranties to the extent set out therein. The Sixth Warranty and Indemnity Agreement is governed by and will be construed in accordance with Italian law.

7. THE ORIGINAL SUBSCRIPTION AGREEMENTS

The Issuer, the First Portfolio Managers and the Representative of the Noteholders entered into an agreement on the First Portfolio Issue Date (the "First Subscription Agreement") under which the First Portfolio Managers agreed to subscribe for the First Portfolio Notes and pay the Issuer the Issue Price for the First Portfolio Notes on the First Portfolio Issue Date, subject to the conditions set out therein.

The Issuer, the Second Portfolio Managers and the Representative of the Noteholders entered into an agreement dated the Second Portfolio Issue Date (the "Second Subscription Agreement") under which the Second Portfolio Managers agreed to subscribe for the Second Portfolio Notes and pay the Issuer the issue price for the Second Portfolio Notes on the Second Portfolio Issue Date, subject to the conditions set out therein.

The Issuer, the Third Portfolio Managers and the Representative of the Noteholders entered into an agreement dated the Third Portfolio Issue Date (the "Third Subscription Agreement") under which the Third Portfolio Managers agreed to subscribe for the Third Portfolio Notes and pay the Issuer the Issue Price for the Third Portfolio Notes on the Third Portfolio Issue Date, subject to the conditions set out therein.

The Issuer, the Fourth Portfolio Managers and the Representative of the Noteholders entered into an agreement dated on or about the Fourth Portfolio Issue Date (the "Fourth Subscription Agreement") under which the Fourth Portfolio Managers agreed to subscribe for the Fourth Portfolio Notes and pay the Issuer the Issue Price for the Fourth Portfolio Notes on the Fourth Portfolio Issue Date, subject to the conditions set out therein.

The Issuer, the Fifth Portfolio Managers and the Representative of the Noteholders entered into an agreement dated on or about the Fifth Portfolio Issue Date (the "Fifth Subscription Agreement" and, together with the First Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement and the Fourth Subscription Agreement, the "Original Subscription Agreements") under which the Fifth Portfolio Managers agreed to subscribe for the Fifth Portfolio Notes and pay the Issuer the Issue Price for the Fifth Portfolio Notes on the Fifth Portfolio Issue Date, subject to the conditions set out therein.

Under each of the Original Subscription Agreements, the relevant Managers appointed the Representative of the Noteholders as initial holders of the relevant Original Notes being subscribed by such Managers thereunder.

The Original Subscription Agreements are governed by and construed in accordance with Italian law.

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8. SIXTH SUBSCRIPTION AGREEMENT

General

The Issuer, the New Managers and the Representative of the Noteholders will enter into an agreement dated 5 December 2005 (the "Sixth Subscription Agreement") under which the New Managers agree to subscribe for the New Notes and pay the Issuer the Issue Price for the New Notes on the New Issue Date, subject to the conditions set out therein. The Sixth Subscription Agreement will be governed by and construed in accordance with Italian law.

Terms of Appointment of the Representative of the Noteholders

Under the terms of the Sixth Subscription Agreement, the New Managers will confirm the appointment of Sanpaolo Fiduciaria S.p.A. as the Representative of the Noteholders, in respect of the holders of New Notes, for the period commencing on the New Issue Date and ending (subject to early termination of its appointment as discussed below) on the date on which all of the New Notes have been cancelled or redeemed in accordance with the Conditions, such appointment to be in accordance with the terms of the Sixth Subscription Agreement.

The Issuer will pay the Representative of the Noteholders an annual fee of €15,000 for its services in respect of the New Notes. Following the occurrence of a Trigger Event, the annual fee would be increased to €45,000 in recognition of the additional services required to be performed by the Representative of the Noteholders in such circumstances.

The appointment of the Representative of the Noteholders by the holders of the New Notes is otherwise on the same terms as the appointment thereof pursuant to the First Subscription Agreement.

9. THE CONVENZIONE

Introduction

The Issuer has entered into a servicing agreement (Convenzione) with each collection agent (Concessionario) responsible for the collection through the Ruoli system in its relevant district. The form of such document was approved by INPS on 10 November 1999, by resolution of the Board of Directors, and contains the same terms for each of the Concessionari . Under the terms of the Convenzioni, the Concessionari have agreed to provide to the Issuer certain services in relation to the collection and the recovery of the Ruoli Receivables (for a further description of the collection under the Ruolo system see "The Concessionari System - The Ruoli Collection and Recovery General Proceedings").

For a description of the proposed reform of the Concessionari system, see "The Concessionari System - Reform of the Concessionari System".

Recovery

In relation to the district in respect of which it is appointed, each Concessionario is required to recover the Ruoli Receivables, on the basis of the Ruoli prepared by INPS pursuant to the provisions of Decree No. 46, as subsequently amended.

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These Ruoli will be prepared and delivered to each Concessionario by INPS through the CNC. Accordingly, the Issuer will not be liable for any event affecting the preparation or the delivery of the Ruoli.

In particular, each Concessionario undertakes to (i) send a notice requesting payments (cartella di pagamento) to the relevant debtor within the time limit and in the manner set out in Decree No. 46; (ii) begin the enforcement proceedings and (iii) comply with the provisions referred to in Article 13, Decree No. 46, Decree No. 112 and any further secondary legislation or instructions provided for by the Ministry of Economy and Finance.

Where the enforcement proceeding has to be carried out outside the district of a Concessionario, such Concessionario is obliged to delegate its duties to another Concessionario to carry out the necessary activities.

Payment of collected sums

Under the terms of the Convenzione, each Concessionario has undertaken to pay the collected sums to the Issuer by crediting the Collection Account within 10 days of collection and/or receipt via bank or post office. If a delay occurs, these sums will be increased by an amount equal to the legal interest accrued during the delay.

Notice of irrecoverability

The Concessionari have agreed to transmit to INPS (acting on behalf of the Issuer), by electronic means, a notice of irrecoverability, for the purpose of obtaining a discharge of the receivable on the grounds of irrecoverability. This notice must comply with the provisions referred to in the Decree to be issued by the Ministry of Economy and Finance pursuant to article 19 of Decree No. 112, as subsequently amended.

Notices of irrecoverability will be checked by INPS, which may accept or refuse the discharge in accordance with the provisions of article 19 of Decree No. 112. In the event that a discharge is refused, the sums to be paid by the Concessionario as a result of such refusal will be paid to the Issuer into the Collection Account.

Before the notice of irrecoverability is delivered to INPS, if the Concessionario is notified by INPS of the existence of any new asset owned by the debtor, the Concessionario is obliged to proceed against these assets. The Concessionario acknowledges that INPS is entitled to prepare a new Ruolo in relation to a receivable that has already been discharged.

Reimbursement

Under the Convenzione, the Concessionario undertakes to reimburse debtors with any sum paid thereby which is subsequently recognised not to be due. These sums will be paid to the Concessionario by INPS, and the Concessionario waives any right to request reimbursement from the Issuer.

In the case of overpayments by the Concessionario, the Concessionario is entitled to be reimbursed by the Issuer upon presentation of an appropriate notice in accordance with the provisions set out in the Intercreditor Agreement.

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Judicial proceedings

In judicial proceedings brought against the Concessionario which do not exclusively relate to the validity of the executive acts, the Concessionario is obliged to join INPS as a party to the proceeding; otherwise the Concessionario will be fully liable.

Accounting obligations

Under the Convenzione the accounting obligations of the Concessionario relating to collections under the Ruoli will be checked by INPS (on behalf of the Issuer).

Data transmission

The Concessionario is obliged to provide INPS (on behalf of the Issuer) with all the information required by Decree No. 112. This information is required to be checked by INPS (on behalf of the Issuer).

Privacy provisions

The processing of personal data will be carried out by the Concessionario as sole owner in accordance with the provisions of the Legislative Decree No. 196 of 30 June 2003 (Italian privacy code).

Undertakings of the Concessionario

Under the terms of the Convenzione, each Concessionario has agreed to (i) provide INPS, as delegate of the Issuer, with all necessary assistance and co-operation for the carrying out of its duties; (ii) fulfil its obligations with the same diligence with which it would fulfil its obligation if acting on its own account (diligentia quam suis); (iii) avoid any discrimination between the Issuer's receivables and the other receivables collected under the Ruoli (iv) ensure the validity, timeliness, efficiency and effectiveness of collection; (v) comply with the instructions provided by the Ministry of Economy and Finance, and (vi) enter into an identical new Convenzione with the Issuer in the event that it is awarded a new Concessione for a different district.

Guarantee ("Cauzione")

Under the terms of the Convenzione, the Issuer and the Concessionario acknowledge that the Cauzione already given by the Concessionario, at the time of its appointment as Concessionario, will also be in favour of the Issuer. The new Cauzione which the Concessionario is obliged to give pursuant to the provisions of Decree No. 112 will be made also in favour of the Issuer. The Issuer is entitled to make a request to the Ministry of Economy and Finance to enforce the Cauzione.

Fees

The fees owed to the Concessionario for performing the collection activities were set out in the Decree dated 4 August 2000 issued by the Ministry of Finance pursuant to article 17 of Decree No. 112 (as amended by article 3 of Legislative Decree No. 326 of 1999 and article 3 of Legislative Decree No. 193 of 2001, Law Decree No. 138/2002 and Law Decree No.

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209/2002). Such fees will be deducted by the Concessionari at the time of transfer of the collected amounts to the Issuer and will be borne in part by the Issuer, as creditor of the Ruoli Receivables, and in part by the debtor. Any fees payable to the Concessionari for the collections under the Convenzione are exempt from VAT, pursuant to paragraph 16 of Article 13.

In addition to the fees referred to above, the Concessionario is entitled to be reimbursed for expenses incurred in carrying out the execution procedures. Such reimbursement will be made either by INPS (where the relevant Ruolo is cancelled) or by the relevant Debtor (in all other cases).


Each Concessionario represents and warrants to the Issuer that, inter alia: (i) it is duly constituted and in existence; (ii) it is a legal entity and duly empowered to enter into the Convenzione; (iii) it is not subject to any bankruptcy proceedings; (iv) it has received all necessary authorisations and complied with all procedures in order to enter into the Convenzione; (v) the Convenzione will constitute a valid and binding obligation of the Concessionario without the need for further consents; (vi) the Concessionario is the owner of the Concessione for the collection in the relevant district; (vii) the Concessionario is in compliance with all the necessary requirements, and (viii) there are no proceedings pending aiming to revoke or terminate the Concessione, nor has the Concessionario exercised its right to renounce the Concessione.

The Concessionario is required to indemnify the Issuer against any damages, costs and expenses it may incur as a result of any of these representations and warranties proving to be false or incorrect.

Duration of the Convenzione

The Convenzione takes effect from the delivery to the Concessionario of the first Ruolo pursuant to the provisions of the Decree No. 321 and continues until the end of the Concessione (except upon the occurrence of any early termination event such as: (i) renunciation of the Concessionario, notified to the Issuer, and (ii) revocation or termination of the appointment of the Concessionario pursuant to the provisions referred to in articles 10, 11 and 12 of Decree No. 112).

On the occurrence of an early termination as described in (i) and (ii) above the Concessionario will not be entitled to any indemnity. A Concessionario whose appointment is terminated will be obliged to transmit all the documentation relating to the collection to the Commissario Governativo or to the new Concessionario.

Assignment of the Convenzione

The Convenzione may not be assigned to third parties by Concessionario, other than to its holding company in the event that the Concessione is also transferred to it.

The Convenzione may be assigned by the Issuer to INPS in accordance with the provisions of the Receivables Purchase Agreements.

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Payments

Any payment to be made by the Issuer to the Concessionario shall be made in Euro. The Concessionario will not be entitled to set-off any of its liabilities to the Issuer. The Issuer is required to make payments of sums due to the Concessionario only in accordance with the provisions of the Intercreditor Agreement.

Taxes and expenses

Pursuant to paragraph 16 of Article 13, the Convenzione is exempt from any registration tax, stamp duty or any other indirect taxation.

The Issuer will be entitled to receive from the Concessionario all the necessary documentation in the event of inspections, assessments or challenges from administrative authorities or if the Issuer should decide to challenge the requests made by administrative authorities, whether Italian or foreign.

In the event that any tax is due, the Concessionario undertakes to advance the sums owed to the Issuer, if requested to do so. The provisions relating to payments (as set out above) will apply.

Any expenses incurred in the execution of the Convenzione will be borne by the Concessionario.

Applicable Law and Jurisdiction

The Convenzione are governed by and construed in accordance with Italian law. All disputes will be referred to an arbitration panel to be established in Rome, in accordance with the provisions of Italian law.

Supplemental Convenzioni

Pursuant to the supplemental Convenzioni entered into on or around the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date and the Fifth Portfolio Issue Date (by letter agreement with each Concessionario), the Issuer and each Concessionario confirmed that the terms of the Convenzione extend to all the Original Portfolios and to the phases of the securitisation transaction involving the Original Portfolios. Furthermore, each Concessionario acknowledged therein the extension of the Principal Intercreditor Agreement to all the Original Portfolio.

Pursuant to the supplemental Convenzione entered into on or around the New Issue Date (by letter agreement with each Concessionario), the Issuer and each Concessionario confirmed that the terms of the Convenzione extend also to the New Portfolio Receivables and to the sixth phase of the securitisation transaction financed by the Issuer through the issuance of the New Notes. Furthermore, each Concessionario acknowledged therein the extension of the Principal Intercreditor Agreement to the New Portfolio.

10. THE HEDGING AGREEMENTS

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Under the terms of the Hedging Agreements, as amended or restated or novated from time to time, each Hedging Counterparty has provided and/or will provide a proportion of the total cover required by the Issuer in respect of its potential aggregate interest rate exposure in relation to the floating rate interest obligations under the Notes. The Hedging Agreements mitigate certain interest rate risks borne by the Issuer in respect of its floating rate obligations under the Notes. The Hedging Agreements will terminate on the final maturity date of the Notes unless terminated earlier in accordance with their terms. The Hedging Agreements will contain certain limited termination events and events of default which will entitle either party to terminate the relevant Hedging Agreement.

The Hedging Counterparties hedging each Series of outstanding Notes are as follows:

Series 5A Notes: Banca Intesa S.p.A., Credit Suisse First Boston International and JPMorgan Chase Bank, N.A.

Series 6 Notes: UBS Limited, MSCS and UniCredito Italiano S .p.A.

Series 7 Notes: JPMorgan Chase Bank, N.A. and Sanpaolo IMI S.p.A.

Series 7A Notes: Société Générale and UBS Limited

Series 8 Notes: Banca Intesa S.p.A., Credit Suisse First Boston International and JPMorgan Chase Bank, N.A.

Series 9 Notes: Société Générale and UBS Limited

Series 10 Notes: Société Générale and UBS Limited

For details of the Hedging Counterparties, see "Annex 3 - The Hedging Counterparties and Swap Guarantors".

Banca Intesa S.p.A. Hedging Agreement

If the ratings of the unsecured and unsubordinated debt obligations of Banca Intesa fall below certain ratings and the other conditions indicated in its Hedging Agreement are met, Banca Intesa will be required, within 30 days of the occurrence of such event, either (a) to transfer all of its rights and obligations with respect to such Hedging Agreement to an appropriately rated entity; or (b) to arrange for an appropriately rated entity to become a guarantor or co-obligor in respect of its obligations under its Hedging Agreement; or (c) to provide appropriate collateral pursuant to the Banca Intesa Hedging Agreement Credit Support Annex (as defined below), or (d) to take such other action acceptable to the relevant Rating Agency in order to maintain the outstanding ratings of the Notes. If Banca Intesa does not take any of the measures described in (a), (b), (c) or (d) above, then the relevant Hedging Agreement may be terminated. In addition, if the ratings of the unsecured and unsubordinated debt obligations of Banca Intesa fall below certain other ratings indicated in its Hedging Agreement, Banca Intesa will be required to (a) transfer all of its rights and obligations with respect to such Hedging Agreement to an appropriately rated entity, (b) arrange for an appropriately rated entity to become guarantor or co-obligor in respect of its obligations under its Hedging Agreement, or (c) take such other action acceptable to the relevant Rating Agency in order to

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maintain the outstanding ratings of the Notes. If Banca Intesa does not take any of the measures described in (a), (b) or (c) above, the relevant Hedging Agreement may be terminated.

The Issuer and Banca Intesa will enter, upon the occurrence of certain events specified in the relevant Hedging Agreement, into a new hedging agreement credit support annex (the "Banca Intesa Hedging Agreement Credit Support Annex"). If the ratings of the unsecured and unsubordinated debt obligations of Banca Intesa fall below certain ratings indicated in its Hedging Agreement, Banca Intesa will make transfers of collateral to a cash account or custody account opened by the Issuer in accordance with the Intercreditor Agreement in support of its obligations under its Hedging Agreement and the Issuer will be obliged to return such collateral in accordance with the terms of the Banca Intesa Hedging Agreement Credit Support Annex. Such return of collateral by the Issuer shall not be subject to the Priority of Payments.

Credit Suisse First Boston International

If the ratings of the unsecured and unsubordinated debt obligations of CSFBi fall below certain ratings and the other conditions indicated in its Hedging Agreement are met, CSFBi will be required within 30 days of the occurrence of such event either (a) to transfer all of its rights and obligations with respect to such Hedging Agreement to an appropriately rated entity; or (b) to arrange for an appropriately rated entity to become a guarantor or co-obligor in respect of its obligations under its Hedging Agreement; or (c) to provide appropriate collateral pursuant to the CSFBi Hedging Agreement Credit Support Annex (as defined below), or (d) to take such other action acceptable to the relevant Rating Agency in order to maintain the outstanding ratings of the Notes. If CSFBi does not take any of the measures described in (a), (b), (c) or (d) above, then the relevant Hedging Agreement may be terminated. In addition, if the ratings of the unsecured and unsubordinated debt obligations of CSFBi fall below certain other ratings indicated in its Hedging Agreement, CSFBi will be required to (a) transfer all of its rights and obligations with respect to such Hedging Agreement to an appropriately rated entity, (b) arrange for an appropriately rated entity to become guarantor or co-obligor in respect of its obligations under its Hedging Agreement, or (c) take such other action acceptable to the relevant Rating Agency in order to maintain the outstanding ratings of the Notes. If CSFBi does not take any of the measures described in (a), (b) or (c) above, the relevant Hedging Agreement may be terminated.

The Issuer and CSFBi will enter into a new hedging agreement credit support annex (the "CSFBi Hedging Agreement Credit Support Annex"). If the ratings of the unsecured and unsubordinated debt obligations of CSFBi fall below certain ratings indicated in its Hedging Agreement, CSFBi will make transfers of collateral to a cash account or custody account opened by the Issuer in accordance with the Intercreditor Agreement in support of its obligations under its Hedging Agreement and the Issuer will be obliged to return such collateral in accordance with the terms of the CSFBi Hedging Agreement Credit Support Annex. Such return of collateral by the Issuer shall not be subject to the Priority of Payments.

JPMorgan Chase Bank, N.A.

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If the ratings of the unsecured and unsubordinated debt obligations of JPMorgan Chase Bank, N.A. fall below certain ratings and the other conditions indicated in its Hedging Agreement are met, JPMorgan Chase Bank, N.A. will be required within 30 days of the occurrence of such event either (a) to transfer all of its rights and obligations with respect to such Hedging Agreement to an appropriately rated entity; or (b) to arrange for an appropriately rated entity to become a guarantor or co-obligor in respect of it s obligations under its Hedging Agreement; or (c) to provide collateral pursuant to a collateral arrangement which may be based on the credit support documentation published by ISDA or otherwise in such amount as is set out in the relevant Hedging Agreement and in any case acceptable to the Rating Agencies in order to maintain the outstanding ratings of the Notes, or (d) to take such other action acceptable to the relevant Rating Agency in order to maintain the outstanding ratings of the Notes. If JPMorgan Chase Bank, N.A. does not take any of the measures described in (a), (b), (c) or (d) above, then the relevant Hedging Agreement may be terminated. In addition, if the ratings of the unsecured and unsubordinated debt obligations of JPMorgan Chase Bank, N.A. fall below certain other ratings indicated in its Hedging Agreement, JPMorgan Chase Bank, N.A. will be required within 30 days of the occurrence of such event to (a) transfer all of its rights and obligations with respect to such Hedging Agreement to an appropriately rated entity, (b) arrange for an appropriately rated entity to become guarantor or co-obligor in respect of its obligations under its Hedging Agreement, or (c) take such other action acceptable to the relevant Rating Agency in order to maintain the outstanding ratings of the Notes. If JPMorgan Chase Bank, N.A. does not take any of the measures described in (a), (b) or (c) above, the relevant Hedging Agreement may be terminated.

The Issuer and JPMorgan Chase Bank, N.A. will enter into a hedging agreement credit support annex (the "JPM Hedging Agreement Credit Support Annex"). If the ratings of the unsecured and unsubordinated debt obligations of JPMorgan Chase Bank, N.A. fall below certain ratings indicated in its Hedging Agreement, JPMorgan Chase Bank, N.A. will make transfers of collateral to a cash account or custody account opened by the Issuer in accordance with the Intercreditor Agreement in support of its obligations under its Hedging Agreement and the Issuer will be obliged to return such collateral in accordance with the terms of the JPM Hedging Agreement Credit Support Annex. Such return of collateral by the Issuer shall not be subject to the Priority of Payment.

MSCS

The obligations of MSCS under its Original Hedging Agreements benefit from the unconditional, irrevocable guarantee of Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co) (the "MS Swap Guarantor") under the relevant MS Swap Guarantees. MSCS also entered into a collateral agreement with the Issuer (the "MSCS Hedging Agreement Credit Support Annex") in support of its obligations under its hedging agreement entered into in connection with the First Portfolio Notes and will provide such collateral support in respect of its obligations under the Original Hedging Agreements relating to the Series 6 Notes as is acceptable to the Rating Agencies in order to maintain the outstanding ratings of the Notes.

Pursuant to the MSCS Hedging Agreement Credit Support Annex, from time to time, MSCS will make transfers of collateral to the MSCS Hedging Collateral Cash Account and the

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MSCS Hedging Collateral Custody Account in support of its obligations under its Hedging Agreements and the Issuer will be obliged to return such collateral in accordance with the terms of the MSCS Hedging Agreement Credit Support Annex.

Collateral amounts required to be posted by MSCS pursuant to the MSCS Hedging Agreement Credit Support Annex may be delivered in the form of cash or securities. Cash amounts received by the Issuer pursuant to the MSCS Hedging Agreement Credit Support Annex will be paid into the MSCS Hedging Collateral Cash Account. Securities received by the Issuer pursuant to the MSCS Hedging Agreement Credit Support Annex will be deposited into the Hedging Collateral Custody Accoun t.

Amounts equal to any amounts of interest on the credit balance of the MSCS Hedging Collateral Cash Account, or equivalent to distributions received on securities held in the MSCS Hedging Collateral Custody Account, are required to be paid to MSCS in accordance with the terms of the MSCS Hedging Agreement Credit Support Annex and the Intercreditor Agreement in priority to any other payment obligations of the Issuer. The obligation of the Issuer in respect of any return of securities posted as collateral pursuant to the MSCS Hedging Agreement Credit Support Annex is to return "equivalent securities".

MSCS will provide appropriate collateral support in respect of its obligations under its Hedging Agreements.

Sanpaolo IMI

If the ratings of the unsecured and unsubordinated debt obligations of Sanpaolo IMI fall below certain ratings and the other conditions indicated in its Hedging Agreement are met, Sanpaolo IMI will be required within 30 days of the occurrence of such event either (a) to transfer all of its rights and obligations with respect to such Hedging Agreement to an appropriately rated entity; or (b) to arrange for an appropriately rated entity to become guarantor in respect of its obligations under its Hedging Agreement; or (c) to provide collateral pursuant to a collateral arrangement which may be based on the credit support documentation published by ISDA or otherwise in such amount as is set out in the relevant Hedging Agreement and in any case acceptable to the Rating Agencies in order to maintain the outstanding ratings of the Notes, or (d) to take such other action acceptable to the relevant Rating Agency in order to maintain the outstanding ratings of the Notes. If Sanpaolo IMI does not take any of the measures described in (a), (b), (c) or (d) above, then the relevant Hedging Agreement may be terminated.

Société Générale

If the ratings of the unsecured and unsubordinated debt obligations of Société Générale falls below certain ratings or if Société Générale fails to perform its obligations unde r its Hedging Agreements resulting in the Issuer being entitled to terminate such Hedging Agreements, Société Générale Limited will be required within 30 days of the occurrence of such event either (a) to procure for the Issuer no later than prior to the next succeeding Interest Payment Date replacement hedging agreements on the same terms with an appropriately rated entity or (b) to arrange for an appropriately rated entity to become jointly and severally liable for the obligations of Société Générale under its Hedging Agreements or (c) to provide to the Issuer

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appropriate collateral pursuant to the terms of a 1995 ISDA Credit Support Annex (Bilateral Form - Transfer).

UBS Limited

If the ratings of the unsecured and unsubordinated debt obligations of UBS AG falls below certain ratings or if UBS Limited fails to perform its obligations under its Hedging Agreements resulting in the Issuer being entitled to terminate such Hedging Agreements, UBS Limited will be required within 30 days of the occurrence of such event either (a) to procure for the Issuer no later than prior to the next succeeding Interest Payment Date replacement hedging agreements on the same terms with an appropriately rated entity or (b) to arrange for an appropriately rated entity to become jointly and severally liable for the obligations of UBS Limited under its Hedging Agreements or (c) to provide to the Issuer appropriate collateral pursuant to the terms of a 1995 ISDA Credit Support Annex (Bilateral Form - Transfer).

The obligations of UBS Limited under its Hedging Agreements are guaranteed by the UBS Swap Guarantor pursuant to the UBS Swap Guarantee.

UniCredito

If the ratings of the unsecured and unsubordinated debt obligations of UniCredito falls below certain ratings or if UniCredito fails to perform its obligations under its Hedging Agreement resulting in the Issuer being entitled to terminate such Hedging Agreement, UniCredito will be required within 30 days of the occurrence of such event either (a) to procure for the Issuer no later than prior to the next succeeding Interest Payment Date a replacement hedging agreement on the same terms with an appropriately rated entity or (b) to arrange for an appropriately rated entity to become jointly and severally liable for the obligations of UniCredito under its Hedging Agreement or (c) to provide to the Issuer collateral pursuant to the terms of a 1995 ISDA Credit Support Annex (Bilateral Form - Transfer) to be entered into in accordance with such Hedging Agreement.

General

Each Hedging Counterparty will be obliged to make payments under its Hedging Agreement without any deduction or withholding of taxes unless required by law. If any such withholding or deduction is required by law, the relevant Hedging Counterparty will be required to pay such additional amount as is necessary to ensure that the net amount actually received by the Issuer will equal the full amount that the Issuer would have received had no such withholding or deduction been required. The Issuer is similarly obliged to make payments under each of the Hedging Agreements without any withholding or deduction of taxes unless required by law and is similarly obliged to pay additional amounts.

Certain of the Hedging Agreements provide that if, due to action taken by a relevant taxing authority or brought in a court of competent jurisdiction or any change in tax law, either the Issuer or the relevant Hedging Counterparty, as the case may be, will or is substantially likely to, on the next Interest Payment Date, either:

(a) receive a payment from the other party from which an amount is required to be deducted or withheld for or on account of tax and no additional amount is required to

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be paid by that other party to ensure that the net amount actually received by the Issuer or the relevant Hedging Counterparty, as the case may be, will equal the full amount that that party would have received had no such withholding or deduction been required; or

(b) be required to pay additional amounts in respect of tax under the Hedging Agreements,

then the relevant Hedging Agreement may be terminated.

The Hedging Agreements and the UBS Swap Guarantee are governed by and will be construed in accordance with English law. The MS Swap Guarantee is governed by and will be construed in accordance with the laws of the State of New York.

11. THE LETTER OF UNDERTAKING

Pursuant to a letter of undertaking dated the First Portfolio Issue Date between the Shareholders of the Issuer, TMF Management B.V. ("TMF ") as corporate servicer of the Shareholders and the Representative of the Noteholders (the "Letter of Undertaking"), TMF and the Shareholders have given certain undertakings to the Representative of the Noteholders in relation to the continued corporate existence and management of the Shareholders or the Issuer. In particular, each of the Shareholders and TMF have agreed not to take any action to liquidate or wind up the Shareholders or the Issuer and not to replace the Director of the Issuer without the prior written consent of the Representative of the Noteholders and INPS. The Shareholders have also agreed not to dispose of, a charge or pledge, their respective shares in the Issuer without the prior written consent of the Representative of the Noteholders. The Letter of Undertaking is governed by the law of The Netherlands.

By letters dated on or about the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date and the Fifth Portfolio Issue Date, the Shareholders and TMF each confirmed to the Representative of the Noteholders that the undertakings given thereby in the Letter of Undertaking shall be extended to cover the second, third, fourth and fifth phases of the securitisation transaction. By a letter to be dated on or about the New Issue Date, the Shareholders and TMF will each confirm to the Representative of the Noteholders that the undertakings given thereby in the Letter of Undertaking shall be extended to cover the sixth phase of the securitisation transaction financed by the Issuer through the issuance of the New Notes.

12. THE INTERCREDITOR AGREEMENT

Pursuant to a supplemental intercreditor agreement dated on or about the New Issue Date between the Issuer, INPS, the Representative of the Noteholders (on its own behalf and as agent for the Noteholders), the Agent Bank, the Paying Agents, the Concessionari , the Transaction Bank, the Issuer Corporate Servicer, the Hedging Counterparties, the MS Swap Guarantor and the Report Auditor (the "Fifth Supplemental Intercreditor Agreement"), supplemental to an intercreditor agreement dated the First Portfolio Issue Date (the "Principal Intercreditor Agreement" as amended or supplemented on or about the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date and the Fifth Portfolio Issue Date, the "Intercred itor Agreement"), provision is made as to the application

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of the proceeds of collections in respect of the Portfolio, as to the application of the revenues deriving from the Deeds of Charge and as to the circumstances in which the Representative of the Noteholders will be entitled to exercise certain rights in relation to the Portfolio.

The Intercreditor Agreement also sets out the Priority of Payments to be made by the Issuer in connection with the Securitisation.

Pursuant to the Fifth Supplemental Intercreditor Agreement, the parties will confirm that the terms of the Principal Intercreditor Agreement, the First Supplemental Intercreditor Agreement, the Second Supplemental Intercreditor Agreement, the Third Supplemental Intercreditor Agreement and the Fourth Supplemental Intercreditor Agreement extend also to the New Notes and the New Portfolio and, furthermore, that the Representative of the Noteholders acts as such also on behalf of the holders of New Notes. The parties will agree that the Priority of Payments attached to the Fourth Supplemental Intercreditor Agreement are replaced in their entirety by the Priority of Payments set out in the Fifth Supplemental Intercreditor Agreement.

The parties acknowledge that, pursuant to or in connection with any applications for listing of the Notes which may be made in the future on any stock exchange (including, but not limited to, EuroMOT) other than the stock exchange on which the Notes are listed as at the New Issue Date, the Issuer may incur direct or indirect fees, costs, expenses and taxes in connection with such listing. Any such fees, costs, expenses and taxes may fall to be paid within the first item in the Priority of Payments.

The parties acknowledge that the debt service reserve established upon the issue of the First Portfolio Notes has been cancelled and that the Issuer has established an Expense Reserve, the Expense Amount to be allocated in accordance with the Priority of Payments, for the payment of certain expenses during an Interest Period. The parties acknowledge that the Third Portfolio Debt Reserve will not be replenished from and including the Interest Payment Date on which the Third Portfolio Notes are redeemed in full and that the Third Portfolio Deferred Initial Purchase Price will be released to INPS from such Interest Payment Date.

The Issuer agrees in the Intercreditor Agreement that it will not, without the prior written consent of the Representative of the Noteholders, exercise its right to terminate any of the Receivables Purchase Agreements pursuant to article 1456 of the Italian Civil Code.

The Intercreditor Agreement is governed by and will be construed in accordance with Italian law.

13. THE REPORT AUDIT AGREEMENT

Pursuant to a report audit agreement dated the New Issue Date between the Issuer, the Representative of the Noteholders and the Report Auditor (the "Fourth Amended and Restated Report Audit Agreement"), which amends previous report audit agreements in relation to the issue of the Original Notes (as amended, restated and/or replaced, the "Report Audit Agreement"), the Report Auditor has agreed to provide certain report auditing services to the Issuer in respect of the Portfolio and the Receivables in accordance with the Report Audit Agreement.

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The Report Auditor will, in accordance with International Accounting Standards, review each Semi-annual Performance Report and provide a commentary setting out the results of the audit carried out on such report, including any discrepancies which it has found. In order to perform this review, the Report Auditor will, inter alia, (i) verify the procedures by which INPS generate the data on credits collected, (ii) reconcile Receivables collected and due to the Issuer from those credits collected and belonging to INPS, (iii) reconcile and distinguish Receivables collected and due to the Issuer from amounts in the Tesoreria Centrale dello Stato (where the Issuer holds the Collection Account) which in fact are due to INPS, (iv) analyse payments received directly from INPS, via the Concessionari, through the legal, amnesty and dilazione procedures, and (v) conduct random analysis in order to confirm the reconciliation between the sums paid into the account of the Issuer and the accounting collections.

The Report Audit Agreement is governed by, and will be construed in accordance with Italian law.

14. THE DEEDS OF CHARGE

On or about the Fourth Portfolio Issue Date and the Fifth Portfolio Issue Date, the Issuer and the Representative of the Noteholders entered into deeds of charge (the "Original Deeds of Charge"), pursuant to which the Issuer assigned in favour of the Representative of the Noteholders on behalf of the Issuer Creditors, all monetary claims and rights and all the amounts payable from time to time (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled pursuant to the Original Hedging Agreements.

On or about the New Issue Date, the Issuer and the Representative of the Noteholders will enter into a deed of charge (the "Third Deed of Charge" and, together with the Original Deeds of Charge, the "Deeds of Charge"), pursuant to which the Issuer shall assign in favour of the Representative of the Noteholders on behalf of the Issuer Creditors, all monetary claims and rights and all the amounts payable from time to time (including payment for claims, indemnities, damages, penalties, credits and guarantees) to which the Issuer is entitled pursuant to the New Hedging Agreements.

The Deeds of Charge are governed by, and will be construed in accordance with English law.

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ACCOUNTS

The Issuer has established the following accounts:

(a) with the Transaction Bank:

(i) the "Payment Account", a Euro denominated account out of which all payments to Noteholders will be made and in which the Expense Amount will be deposited;

(ii) the "MSCS Hedging Collateral Cash Account", a Euro denominated account for the deposit of cash amounts received by the Issuer pursuant to the Hedging Agreement Credit Support Annex; and

(iii) the "MSCS Hedging Collateral Custody Account", a securities account, in which securities received by the Issuer pursuant to the Hedging Agreement Credit Support Annex will be deposited;

(b) with the Tesoreria Centrale dello Stato acting through the Bank of Italy, the "Collection Account", an account for the deposit of all amounts denominated in Euro received by the Issuer from INPS or the Concessionari, and for holding the Third Portfolio Debt Service Reserve and the Accumulation Amount.

Except for the accounts as set out above or as provided under the Transaction Documents, the Issuer will not open or maintain a bank account with any person without the prior written consent of the Representative of the Noteholders.

The Payment Account will be maintained with the Transaction Bank so long as its short-term unsecured and unsubordinated debt obligations are rated at least A -1 by S&P, P-1 by Moody's and F1 by Fitch Ratings.

The Collection Account will be maintained with Tesoreria Centrale dello Stato acting through the Bank of Italy as long as the Republic of Italy's short term unsecured and unsubordinated debt obligations are rated at least A-1+ by S&P, P-1 by Moody's and F1 by Fitch Ratings.

The MSCS Hedging Collateral Cash Account together with any hedging collateral cash account to be opened by the Issuer in accordance with the Intercreditor Agreement shall together be referred to as the "Hedging Collateral Cash Accounts".

The MSCS Hedging Collateral Custody Account together with any hedging collateral custody account to be opened by the Issuer in accordance with the Intercreditor Agreement shall together be referred to as the "Hedging Collateral Custody Accounts".

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USE OF PROCEEDS

The net proceeds from the issue of the First Portfolio Notes, being approximately Euro 4,647,055,000, were applied by the Issuer in the purchase of the First Portfolio and in establishing an initial debt service reserve (now extinguished).

The net proceeds from the issue of the Second Portfolio Notes, being approximately Euro 1,706,500,000, were applied by the Issuer in the purchase of the Second Portfolio, in payment of Euro 673,586,000 to INPS as the initial purchase price due to INPS pursuant to the Second Receivables Purchase Agreement, in establishing the a debt service reserve in respect of the Second Portfolio Notes (now extinguished) and in payment of Euro 516,457,000 to INPS in respect of First Portfolio Receivables Deferred Purchase Price.

The net proceeds from the issue of the Third Portfolio Notes, being approximately Euro 2,999,070,705, were applied by the Issuer in the purchase of the Third Portfolio, in payment of Euro 840,000,000 to INPS as the initial purchase price due to INPS pursuant to the Third Receivables Purchase Agreement, in establishing the Third Portfolio Debt Service Reserve (as to Euro 200,000,000) and in payment of Euro 1,959,070,705 to INPS as an advance of the First Portfolio Receivables Deferred Purchase Price and Second Portfolio Receivables Deferred Purchase Price.

The net proceeds from the issue of the Fourth Portfolio Notes, being approximately Euro 2,998,842,433, were applied by the Issuer in the purchase of the Fourth Portfolio, in payment of Euro 1,098,842,433 to INPS as the 2002 Receivables initial purchase price due to INPS pursuant to the Fourth Receivables Purchase Agreement, in depositing on the Collection Account Euro 1,200,000,000 as initial purchase price for the 2003 Receivables paid pursuant to the Fourth Receivables Purchase Agreement on or about 19 December 2003 and in payment of Euro 700,000,000 to INPS an advance of the First Portfolio Receivables Deferred Purchase Price, the Second Portfolio Receivables Deferred Purchase and the Third Portfolio Deferred Purchase Price.

The net proceeds from the issue of the Fifth Portfolio Notes, being approximately Euro 3,548,909,915, were applied by the Issuer in the purchase of the Fifth Portfolio, in payment of Euro 1,300,000,000 to INPS as initial purchase price due to INPS pursuant to the Fifth Receivables Purchase Agreement and in payment of Euro 2,248,909,915 to INPS as an advance of the First Portfolio Receivables Deferred Purchase Price, the Second Portfolio Receivables Deferred Purchase, the Third Portfolio Deferred Purchase Price and the Fourth Portfolio Receivables Deferred Purchase Price.

The estimated net proceeds from the issue of the New Notes, being approximately Euro 4,999,211,001, will be applied by the Issuer in the purchase of the New Portfolio on the New Issue Date, in payment of Euro 2,694,141,975 to INPS as initial purchase price due to INPS pursuant to the Sixth Receivables Purchase Agreement and in payment of Euro 2,305,069,026 to INPS as a prepayment in part of the deferred purchase price for the First Portfolio and the Second Portfolio due pursuant to the Original Receivables Purchase Agreements.

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TERMS AND CONDITIONS OF THE NOTES

The Notes are issued by Società di cartolarizzazione dei crediti INPS - S.C.C.I. S.p.A. (the "Issuer") pursuant to Article 13 ("Article 13") of Law No. 448 of 23 December 1998, as amended from time to time.

The following is the text of the terms and conditions of the Notes (the "Conditions") deposited by the Issuer with Monte Titoli S.p.A.. In these Conditions, references to the "holder" of a Note or to "Noteholders" are to the beneficial owners of Notes issued in dematerialised form and evidenced in book entry form with Monte Titoli S.p.A. in accordance with the provisions of (i) Legislative Decree No. 213 of 24 June 1998 and (ii) Resolution No. 11768 of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa, each as amended from time to time.

The Series 1 Notes, the Series 2 Notes, the Series 3 Notes, the Series 4 Notes, the Series 4A Notes and the Series 5 Notes were redeemed in full on the Interest Payment Dates (as defined in the Conditions) falling in January 2001, January 2002, July 2002, July 2004, July 2004 and July 2005, respectively.

The €1,550,000,000 Series 1 Asset-Backed Floating Rate Notes due 2002 (the "Series 1 Notes") together with the €1,550,000,000 Series 2 Asset-Backed Floating Rate Notes due 2004 (the "Series 2 Notes") and the €1,550,000,000 Series 3 Asset-Backed Fixed Rate Notes due 2008 (the "Series 3 Notes" and, together with the Series 1 Notes and the Series 2 Notes, the "First Portfolio Notes") have been issued by the Issuer on 29 November 1999 (the "First Portfolio Issue Date"), to finance the purchase of a portfolio of receivables and connected rights (the "First Portfolio" or the "First Portfolio Receivables") from Istituto Nazionale della Previdenza Sociale ("INPS"). The €1,710,000,000 Series 4 Asset-Backed Floating Rate Notes due 2008 (the "Series 4 Notes" or the "Second Portfolio Notes") have been issued by the Issuer on 31 May 2001 (the "Second Portfolio Issue Date"), to finance the purchase of a portfolio of receivables and connected rights (the "Second Portfolio" or the "Second Portfolio Receivables") from INPS. The €1,500,000,000 Series 5 Asset-Backed Floating Rate Notes due 2010 (the "Series 5 Notes") and the €1,500,000,000 Series 6 Asset-Backed Floating Rate Notes due 2015 (the "Series 6 Notes" and, together with the Series 5 Notes, the "Third Portfolio Notes") have been issued by the Issuer on 18 July 2002 (the "Third Portfolio Issue Date"), to finance the purchase of a portfolio of receivables and connect ed rights (the "Third Portfolio" or the "Third Portfolio Receivables"). The €1,500,000,000 Series 4A Asset-Backed Floating Rate Notes due 2008 (the "Series 4A Notes") and the €1,500,000,000 Series 7 Asset-Backed Floating Rate Notes due 2015 (the "Series 7 Notes" and, together with the Series 4A Notes, the "Fourth Portfolio Notes") have been issued by the Issuer on 22 July 2003 (the "Fourth Portfolio Issue Date"), to finance the purchase of a portfolio of receivables and connected rights (the "Fourth Portfolio" or the "Fourth Portfolio Receivables"). The €1,500,000,000 Series 5A Asset-Backed Floating Rate Notes due 2010 (the "Series 5A Notes") and the €2,050,000,000 Series 8 Asset-Backed Floating Rate Notes due 2016 (the "Series 8 Notes" and, together with the Series 5A Notes, the "Fifth Portfolio Notes") have been issued by the Issuer on 30 November 2004 (the "Fifth Portfolio Issue Date"), to finance the purchase of a portfolio of receivables and connected rights (the "Fifth Portfolio" or the "Fifth Portfolio Receivables" and, together with the First Portfolio,

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the Second Portfolio, the Third Portfolio and the Fourth Portfolio or the First Portfolio Receivables, the Second Portfolio Receivables, the Third Portfolio Receivables and the Fourth Portfolio Receivables, as appropriate, the "Original Portfolio" or the "Original Receivables") from INPS. The €1,925,000,000 Series 7A Asset-Backed Floating Rate Notes due 2016 (the "Series 7A Notes"), the €1,575,000,000 Series 9 Asset-Backed Floating Rate Notes due 2018 (the "Series 9 Notes") and the €1,500,000,000 Series 10 Asset-Backed Floating Rate Notes due 2019 (the "Series 10 Notes" and, together with the Series 7A Notes and the Series 9 Notes, the "New Notes") have been issued by the Issuer on or about 6 December 2005 (the "New Issue Date"), to finance the purchase of a portfolio of receivables and connected rights (the "New Portfolio" or the "New Receivables" and, together with the Original Portfolio or the Original Receivables, the "Portfolio" or the "Receivables") from INPS.

The First Portfolio Notes, the Second Portfolio Notes, the Third Portfolio Notes, the Fourth Portfolio Notes and the Fifth Portfolio Notes are together referred to as the "Original Notes" and the Original Notes and the New Notes are hereinafter together referred to as the "Notes".

Any reference below to a "Series" of Notes or a "Series" of Noteholders shall be a reference to the Series 1 Notes, the Series 2 Notes, the Series 3 Notes, the Series 4 Notes, the Series 4A Notes, the Series 5 Notes, the Series 5A Notes, the Series 6 Notes, the Series 7 Notes, the Series 7A Notes, the Series 8 Notes, the Series 9 Notes or the Series 10 Notes as the case may be, or to the respective holders thereof. Any references to the "holder" of a Note or to "Noteholders" are to the beneficial owners of Notes issued in dematerialised form and evidenced in book entry form with Monte Titoli S.p.A. ("Monte Titoli") in accordance with the provisions of (i) Legislative Decree No. 213 of 24 June 1998 and (ii) Resolution No. 11768 of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa, each as amended from time to time.

The principal source of payment of amounts due on the Notes will be recoveries and collections made in respect of the First Portfolio purchased by the Issuer from INPS pursuant to the first receivables purchase agreement entered into on the First Portfolio Issue Date between the Issuer and INPS (the "First Receivables Purchase Agreement"), in respect of the Second Portfolio purchased by the Issuer from INPS pursuant to the second receivables purchase agreement entered into on the Second Portfolio Issue Date between the Issuer and INPS (the "Second Receivables Purchase Agreement"), in respect of the Third Portfolio purchased by the Issuer from INPS pursuant to the third receivables purchase agreement entered into on the Third Portfolio Issue Date between the Issuer and INPS (the "Third Receivables Purchase Agreement"), in respect of the Fourth Portfolio purchased by the Issuer from INPS pursuant to the fourth receivables purchase agreement entered into on the Fourth Portfolio Issue Date (the "Fourth Receivables Purchase Agreement"), in respect of the Fifth Portfolio purchased by the Issuer from INPS pursuant to the fifth receivables purchase agreement entered into on or about 29 November 2004 between the Issuer and INPS (the "Fifth Receivables Purchase Agreement") and in respect of the New Portfolio purchased by the Issuer from INPS pursuant to the sixth receivables purchase agreement entered into on or about the New Issue Date between the Issuer and INPS (the "Sixth Receivables Purchase Agreement" and, together with the First Receivables Purchase

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Agreement, the Second Receivables Purchase Agreement, the Third Receivables Purchase Agreement, the Fourth Receivables Purchase Agreement and the Fifth Receivables Purchase Agreement, the "Receivables Purchase Agreements").

By operation of article 13 of Law No. 448 of 23 December 1998, as amended from time to time ("Article 13") and the Transaction Documents (as defined below), the Issuer's Rights (as defined below) will be segregated from all other assets of the Issuer and amounts deriving therefrom will be available, both before and after a winding-up of the Issuer, to satisfy the obligations of the Issuer to the holders of the Notes and the other Issuer Creditors (as defined below), in the order of priority set out in Condition 4 (Order of Priority) below, in priority to the Issuer's obligations to any other creditors. The "Issuer Creditors" are: (i) the Noteholders; (ii) the Issuer's other creditors under the Transaction Documents; and (iii) any other third party creditors in respect of any taxes, costs, fees or expenses incurred by the Issuer in relation to the securitisation of the Portfolio (the "Securitisation"). The "Issuer's Rights" are the Issuer's right, title and interest in and to the Portfolio and any rights that the Issuer has acquired against INPS or third parties for the benefit of the holders of the Notes. The Portfolio and the other Issuer's Rights may not be seized or attached in any form by credito rs of the Issuer other than the Noteholders, until full discharge by the Issuer of its payment obligations under the Notes or cancellation of the Notes.

By the subscription agreement entered into on or about the First Portfolio Issue Date between the Issuer, Sanpaolo Fiduciaria S.p.A. (the "Representative of the Noteholders") and the managers of the First Portfolio Notes (the "First Subscription Agreement"), the managers as subscribers for the First Portfolio Notes have, inter alia, appointed Sanpaolo Fiduciaria S.p.A. as their representative to perform, on behalf of the holders of the First Portfolio Notes, the activities described in the First Subscription Agreement, in the Conditions of the First Portfolio Notes, in the Principal Intercreditor Agreement and in the other Transaction Documents (each as defined below), and Sanpaolo Fiduciaria S.p.A. has accepted such appointment. By the subscription agreement entered into on or about the Second Portfolio Issue Date between the Issuer, the Representative of the Noteholders and the managers of the Second Portfolio Notes (the "Second Subscription Agreement"), the managers as subscribers for the Second Portfolio Notes have, inter alia, confirmed the appointment of Sanpaolo Fiduciaria S.p.A. as Representative of the Noteholders also on behalf of the holders of the Second Portfolio Notes. By the subscription agreement entered into on or about the Third Portfolio Issue Date between the Issuer, the Representative of the Noteholders and the managers of the Third Portfolio Notes (the "Third Subscription Agreement"), the managers as subscribers for the Third Portfolio Notes have, inter alia, confirmed the appointment of Sanpaolo Fiduciaria S.p.A. as Representative of the Noteholders also on behalf of the holders of the Third Portfolio Notes. By the subscription agreement entered into on or about the Fourth Portfolio Issue Date between the Issuer, the Representative of the Noteholders and the managers of the Fourth Portfolio Notes (the "Fourth Subscription Agreement"), the managers as subscribers for the Fourth Portfolio Notes have, inter alia, confirmed the appointment of Sanpaolo Fiduciaria S.p.A. as Representative of the Noteholders also on behalf of the holders of the Fourth Portfolio Notes. By the subscription agreement entered into on or about the Fifth Portfolio Issue Date between the Issuer, the Representative of the Noteholders and the managers of the Fifth Portfolio Notes (the "Fifth Subscription

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Agreement"), the managers as subscribers for the Fifth Portfolio Notes have, inter alia, confirmed the appointment of Sanpaolo Fiduciaria S.p.A. as Representative of the Noteholders also on behalf of the holders of the Fifth Portfolio Notes. By the subscription agreement entered into on 5 December 2005 between the Issuer, the Representative of the Noteholders and the managers of the New Notes (the "Sixth Subscription Agreement" and, together with the First Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement and the Fifth Subscription Agreement, the "Subscription Agreements"), the managers as subscribers for the New Notes have, inter alia, confirmed the appointment of Sanpaolo Fiduciaria S.p.A. as Representative of the Noteholders also on behalf of the holders of the New Notes. The terms of such appointment are scheduled to the Sixth Subscription Agreement (as defined above) a copy of which is available for inspection at the specified office of each of the Representative of the Noteholders, the Issuer and the Luxembourg Paying Agent. The Noteholders have the power to remove and appoint any representative of the Noteholders.

In connection with, inter alia, the First Subscription Agreement, INPS entered into on the First Portfolio Issue Date a warranty and indemnity agreement with the managers of the First Portfolio Notes (the "First Warranty and Indemnity Agreement"), in connection with, inter alia, the Second Subscription Agreement, on the Second Portfolio Issue Date a warranty and indemnity agreement with the managers of the Second Portfolio Notes as amended on 19 July 2001 (as amended, the "Second Warranty and Indemnity Agreement"), in connection with, inter alia, the Third Subscription Agreement, on the Third Portfolio Issue Date a warranty and indemnity agreement with the managers of the Third Portfolio Notes (the "Third Warranty and Indemnity Agreement") in connection with, inter alia, the Fourth Subscription Agreement, on or about the Fourth Portfolio Issue Date a warranty and indemnity agreement with the managers of the Fourth Portfolio Notes (the "Fourth Warranty and Indemnity Agreement"), in connection with, inter alia, the Fifth Subscription Agreement, on or about the Fifth Portfolio Issue Date a warranty and indemnity agreement with the managers of the Fifth Portfolio Notes (the "Fifth Warranty and Indemnity Agreement") and, in connection with, inter alia, the Sixth Subscription Agreement, on or about the New Issue Date a warranty and indemnity agreement with the managers of the New Notes (the "Sixth Warranty and Indemnity Agreement" and, together with the First Warranty and Indemnity Agreement, the Second Warranty and Indemnity Agreement, the Third Warranty and Indemnity Agreement, the Fourth Warranty and Indemnity Agreement and the Fifth Warranty and Indemnity Agreement, the "Warranty and Indemnity Agreements"), pursuant to which INPS has made certain warranties and given certain indemnities in favour of the relevant managers.

By certain servicing agreements (the "Principal Convenzioni") entered into between the Issuer and certain entities appointed for the collection, inter alia, of social security contributions by the Ministry of Economy and Finance in accordance with article 2 of Legislative Decree No. 112 of 13 April 1999 ("Decree No. 112"), as subsequently amended or extended by letter agreements on or about the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date, the Fifth Portfolio Issue Date and the New Issue Date (the "Supplemental Convenzioni" and, together with the relevant Principal

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Convenzioni, the "Convenzioni" and each, a "Convenzione"), the Concessionari have agreed to service and administer the Receivables entered into the Ruoli (rolls) on behalf of the Issuer.

The Issuer entered into or extended hedging agreements on or about the Issue Date of each Series of Original Notes (as amended or restated from time to time, together with the schedules thereto and the confirmations evidencing the swap transactions to be entered into thereunder, the "Original Hedging Agreements") to hedge the potential interest rate exposure of the Issuer in relation to its floating rate interest obligations under the Original Notes with UBS AG ("UBS AG"), Morgan Stanley Capital Services, Inc. ("MSCS"), UniCredito Italiano S.p.A. ("UniCredito"), JPMorgan Chase Bank, N.A. ("JPMorgan"), Sanpaolo IMI S.p.A. ("Sanpaolo"), Banca Intesa S.p.A. ("Banca Intesa") and Credit Suisse First Boston International ("CSFBi" and, together with UBS Limited, MSCS, Unicredito, JPMorgan, Sanpaolo, Banca Intesa and CSFBi, the "Original Hedging Counterparties"). The Issuer entered into new hedging agreements on or about the New Issue Date (as amended or restated from time to time, together with the schedules thereto and the confirmations evidencing the swap transactions to be entered into thereunder in relation to the New Notes, the "New Hedging Agreements" and, together with the Original Hedging Agreements, the "Hedging Agreements") with each of Société Générale S.A. ("SocGen") and UBS Limited ("UBSL" and, together with SocGen, the "New Hedging Counterparties", and the New Hedging Counterparties together with the Original Hedging Counterparties, the "Hedging Counterparties") separately to hedge the potential interest rate exposure of the Issuer in relation to its floating rate interest obligations under the New Notes.

In connection with their obligations under the Hedging Agreements, the Hedging Counterparties may enter into or may be required to enter into hedging agreement credit support annexes (together, the "Hedging Agreement Credit Support Annexes") or arrange for guarantees by guarantors (any such guarantor, a "Swap Guarantor") of their liabilities thereunder (together, the "Swap Guarantees"). The obligations of MSCS under its Hedging Agreements benefit from the unconditional, irrevocable guarantees of Morgan Stanley (the "MS Swap Guarantor") under the relevant swap guarantees (together, the "MS Swap Guarantees"). The obligations of UBS Limited under its Hedging Agreements benefit from the unconditional, irrevocable guarantee of UBS AG (the "UBS Swap Guarantor") under its swap guarantee (the "UBS Swap Guarantee").

Cash amounts received by the Issuer pursuant to the Hedging Agreement Credit Support Annex will be paid into cash accounts opened in the name of the Issuer with the Transaction Bank (as defined below) in accordance with the Intercreditor Agreement (the "Hedging Collateral Cash Accounts"). Securities received by the Issuer pursuant to the Hedging Agreement Credit Support Annex will be deposited into custody accounts opened in the name of the Issuer with the Transaction Bank in accordance with the Intercreditor Agreement (the "Hedging Collateral Custody Accounts").

By deeds of charge entered into on or about the Fourth Portfolio Issue Date (the "First Deed of Charge"), on or about the Fifth Portfolio Issue Date (the "Second Deed of Charge") and on or about the New Issue Date (the "Third Deed of Charge" and, together with the First Deed of Charge and the Second Deed of Charge, the "Deeds of Charge") between the Issuer and the Representative of the Noteholders (on behalf of itself and the other Issuer Creditors),

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the Issuer assigned in favour of the Representative of the Noteholders (on behalf of itself and the other Issuer Creditors) all monetary claims and rights and all the amounts to which the Issuer is entitled pursuant to the Hedging Agreements.

By an agency agreement entered into on the First Portfolio Issue Date (the "Principal Agency Agreement"), as amended and/or supplemented on or about each of the Second Portfolio Issue Date, 31 July 2001, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date, the Fifth Portfolio Issue Date and the New Issue Date (the Principal Agency Agreement as so amended and/or supplemented from time to time, the "Agency Agreement") between the Issuer, the Representative of the Noteholders, JPMorgan Chase Bank, N.A. as principal paying agent (the "Principal Paying Agent"), as agent bank (the "Agent Bank") and as transaction bank (the "Transaction Bank") and J.P. Morgan Bank Luxembourg S.A. as Luxembourg paying agent (the "Luxembourg Paying Agent" and, together with the Principal Paying Agent, the "Paying Agents"), the Paying Agents have agreed to provide the Issuer with certain payment services in relation to the Notes, the Transaction Bank has agreed to provide the Issuer with certain account services and the Agent Bank has agreed to provide the Issuer with certain calculation, notification, reporting and record keeping services together with cash administration services in relation to the monies standing from time to time to the credit of the Collection Account, the Payment Account (both as defined below), the Hedging Collateral Cash Account and the Hedging Collateral Custody Account. Furthermore, the Agent Bank has agreed to be the soggetto incaricato dei servizi di cassa e pagamento to the extent that such role is required in relation to the securitisation of the Portfolio in accordance with Law No. 130 of 30 April 1999 and the instructions issued by the Bank of Italy on 3 November 2003. The Agency Agreement contains provisions for, inter alia, the payment of principal and interest in respect of the Notes of each Series and sets out the terms of appointment of the Representative of the Noteholders.

By an intercreditor agreement entered into on the First Portfolio Issue Date (the "Principal Intercreditor Agreement") as amended and/or supplemented on or about each of the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date, the Fifth Portfolio Issue Date and the New Issue Date (the Principal Intercreditor Agreement as so supplemented and/or amended from time to time, the "Intercreditor Agreement") between the Issuer, INPS, the Representative of the Noteholders (on its own behalf and as agent for the Noteholders), the Agent Bank, the Paying Agents, the Concessionari , the Transaction Bank, the Issuer Corporate Servicer, the Hedging Counterparties, the MS Swap Guarantor and the Report Auditor (each as defined herein), provision is made as to the application of the proceeds of collections in respect of the Portfolio and as to the circumstances in which the Representative of the Noteholders will be entitled to exercise certain rights in relation to the Portfolio. The Representative of the Noteholders shall have exclusive right under the Intercreditor Agreement to make demands, give notices, to exercise or refrain from exercising any rights and to take or refrain from taking any action in accordance with the Intercreditor Agreement.

By a corporate services agreement entered into on or about the First Portfolio Issue Date (the "Principal Issuer Corporate Services Agreement"), as supplemented and/or amended on or about each of the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth

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Portfolio Issue Date, the Fifth Portfolio Issue Date and the New Issue Date (the Principal Issuer Corporate Services Agreement as so supplemented and/or amended, the "Issuer Corporate Services Agreement") between the Issuer, the Representative of the Noteholders and FIS Fiduciaria Generale S.p.A. (the "Issuer Corporate Servicer", which expression shall include its successors and any further or other Issuer Corporate Servicer appointed pursuant to the Issuer Corporate Services Agreement), the Issuer Corporate Servicer has agreed to provide the Issuer with certain corporate administrative services.

By a letter of undertaking dated the First Portfolio Issue Date (the "Principal Letter of Undertaking"), as supplemented and/or amended on or about each of the Second Portfolio Issue Date, the Third Portfolio Issue Date, the Fourth Portfolio Issue Date, the Fifth Portfolio Issue Date and the New Issue Date (the Principal Letter of Undertaking as so supplemented and/or amended, the "Letter of Undertaking"), between Stichting Castore, Stichting Polluce (together with Stichting Castore, the "Shareholders"), TMF Management B.V. ("TMF ") as corporate servicer of the Shareholders and the Representative of the Noteholders, TMF and the Shareholders have given certain undertakings to the Representative of the Noteholders in relation to the continued corporate existence and management of the Shareholders and the exercise of the rights of the Shareholders as shareholders of the Issuer. In particular, each of the Shareholders and TMF have agreed not to take any action to liquidate or wind-up the Shareholders or the Issuer and not to replace the Director of the Issuer without the prior written consent of the Representative of the Noteholders and INPS. The Shareholders have also agreed not to dispose of, or charge or pledge, their respective shares in the Issuer without the prior written consent of the Representative of the Noteholders.

By a report audit agreement entered into on or about the Second Portfolio Issue Date (the "Principal Report Audit Agreement") as amended, restated and/or replaced on or about each of the Third Portfolio Issue Date, the Fourth Portfolio Issue Date, the Fifth Portfolio Issue Date and the New Issue Date (the Principal Report Audit Agreement as so amended, restated and/or replaced from time to time, the "Report Audit Agreement") between the Issuer, the Representative of the Noteholders, and KPMG Audit S.p.A. (the "Report Auditor"), the Report Auditor has agreed to provide certain report auditing services to the Issuer in relation to the Notes and the Portfolio.

The Issuer has established an account (the "Payment Account") with the Transaction Bank out of which all payments to Noteholders will be made. The Issuer has also established a further account (the "Collection Account") with the Tesoreria Centrale dello Stato, acting through the Bank of Italy (the "Collection Bank"), into which all amounts received or recovered by the Issuer from INPS or the Concessionari will be paid.

These Conditions include summaries of, and are subject to, the detailed provisions of the Intercreditor Agreement, the Deeds of Charge, the Receivables Purchase Agreements, the Convenzioni, the Hedging Agreements, the Swap Guarantees, the Hedging Agreement Credit Support Annexes, the Issuer Corporate Services Agreement, the Letter of Undertaking, the Subscription Agreements, the Agency Agreement, the Report Audit Agreement and the Warranty and Indemnity Agreements (together with the Conditions, the "Transaction Documents"). Copies of the Transaction Documents are available for inspection during

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normal business hours by the Noteholders at the registered office for the time being of each of the Representative of the Noteholders, the Issuer and the Luxembourg Paying Agent.

The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Transaction Documents applicable to them. In particular, each Noteholder, by reason of holding of Notes, recognises the Representative of the Noteholders as its representative and accepts to be bound by the terms of the Transaction Documents signed by the Representative of the Noteholders as if such Noteholder was a signatory thereto.

1. FORM, DENOMINATION AND TITLE

1.1 The Notes of each Series are issued in bearer form in the denomination of €1,000.

1.2 The Notes are in bearer form and will be wholly and exclusively deposited with Monte Titoli's system in accordance with Legislative Decree No. 213 of 24 June 1998 of the Republic of Italy, through the authorised institutions listed in article 30 of such Legislative Decree.

1.3 The Notes are issued in dematerialised form and are held on behalf of the beneficial owners until redemption by Monte Titoli for the account of the relevant Monte Titoli account holder. The expression "Monte Titoli account holder" means any authorised financial intermediary institution entitled to hold accounts on behalf of its customers with Monte Titoli. The Notes will at all times be in book entry form and title to the Notes will be evidenced by book entry in accordance with the provisions of (i) Legislative Decree No. 213 of 24 June 1998 and (ii) Resolution No. 11768 of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa, each as amended from time to time.

2. STATUS, PRIORITY AND SEGREGATION

2.1 The Notes constitute limited recourse obligations of the Issuer and, accordingly, the extent of the obligation of the Issuer to make payments under the Notes is limited to the amounts received or recovered by the Issuer in respect of the Portfolio and the other Issuer's Rights. The Noteholders acknowledge that the limited recourse nature of the Notes produces the effects of a "contratto aleatorio" and they accept the consequences thereof.

2.2 Subject to the provisions of Conditions 4 (Order of Priority), 5 (Interest) and 6 (Redemption, Purchase and Cancellation), the Notes rank, irrespective of Series, pari passu and rateably without preference or priority amongst themselves.

3. COVENANTS

For so long as any amount remains outstanding in respect of the Notes of any Series, the Issuer shall not, save with the prior written consent of the Representative of the Noteholders or as provided in or envisaged by any of the Transaction Documents:

3.1 Negative pledge

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create or permit to subsist any Security Interest whatsoever over the Portfolio or any part thereof or over any of its other assets or sell, lend, part with or otherwise dispose of all or any part of the Portfolio; or

3.2 Restrictions on activities

engage in any activity whatsoever which is not incidental to or necessary in connection with any of the activities in which the Transaction Documents provide or envisage that the Issuer will engage; or

have any società controllata (as defined in article 2359 of the Italian Civil Code) or any employees or premises; or

at any time approve or agree or consent to any act or thing whatsoever which may be materially prejudicial to the interests of the Noteholders under the Transaction Documents and shall not do, or permit to be done, any act or thing in relation thereto which may be materially prejudicial to the interests of the Noteholders under the Transaction Documents; or

3.3 Dividends or Distributions

pay any dividend or make any other distribution or return or repay any equity capital to its shareholders, or issue any further shares; or

3.4 Borrowings

incur any indebtedness in respect of borrowed money whatsoever or give any guarantee in respect of indebtedness or of any obligation of any person; or

3.5 Merger

consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person; or

3.6 No variation or waiver

permit any of the Transaction Documents to which it is party to be amended, terminated or discharged, or exercise any powers of consent or waiver pursuant to the terms of any of the other Transaction Documents to which it is a party, or permit any party to any of the Transaction Documents to which it is a party to be released from such obligations; or

3.7 Bank Accounts

have an interest in any bank account other than the Collection Account, the Payment Account, the Hedging Collateral Cash Accounts and the Hedging Collateral Custody Accounts; or

3.8 Statutory Documents

amend, supplement or otherwise modify its statuto or atto costitutivo.

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None of the above covenants shall prohibit the Issuer from carrying out the securitisation of one or more further portfolios of receivables originated by INPS or to issue further notes or enter into further loans pursuant to Condition 15 (Further Issues).

In these Conditions:

"Security Interest" means any mortgage, charge, pledge, lien, right of set-off, special privilege (privilegio speciale), assignment by way of security, retention of title or any other security interest whatsoever or any other agreement or arrangement having the effect of conferring security.

4. ORDER OF PRIORITY

The Series 1 Notes were redeemed in full on the Interest Payment Date (as defined in the Conditions) falling in January 2001, the Series 2 Notes were redeemed in full on the Interest Payment Date falling in January 2002, the Series 3 Notes were redeemed in full on the Interest Payment Date falling in July 2002, the Series 4 Notes were redeemed in full on the Interest Payment Date falling in July 2004, the Series 4A Notes were redeemed in full on the Interest Payment Date falling in July 2004 and the Series 5 Notes were redeemed in full on the Interest Payment Date falling in July 2005.

4.1 Prior to the service of a Trigger Notice (as defined in Condition 10 (Trigger Events)), the Issuer Available Funds (as defined below) shall be applied on each Interest Payment Date (as defined in Condition 5.1 (Interest Payment Dates and Interest Periods)) or, on any date, if the Notes have been repaid in full, in making the following payments (after payment on such date of any amount then due or overdue to the Hedging Counterparties under the relevant Hedging Agreement Credit Support Annexes, if any, to the extent not met by payments from the Hedging Collateral Cash Account or by the release of securities from the Hedging Collateral Custody Account) in the following order of priority (in each case, only if and to the extent that payments of a higher priority have been made in full):

first, pari passu and pro rata according to the respective amounts thereof, to pay: (i) all fees, costs, expenses and taxes required to be paid in order to preserve the corporate existence of the Issuer or to maintain it in good standing or to comply with the applicable legislation or in connection with any listing or deposit of the Notes, or any notice to be given to the Noteholders or other parties to the Transaction Documents, and (ii) to replenish the Expense Amount standing to the credit of the Payment Account;

second, in no order or priority inter se, but pro rata to the respective amounts then due, to pay any amounts due and payable on such Interest Payment Date to the Representative of the Noteholders, the Agent Bank, the Principal Paying Agent, the Luxembourg Paying Agent, the Issuer Corporate Servicer, the Collection Bank, the Transaction Bank and the Report Auditor;

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third, to pay all amounts due and payable to INPS under the Receivables Purchase Agreements in respect of services rendered to the Issuer by INPS and collection cost adjustments payable to INPS thereunder;


fifth, in no order of priority inter se, but pro rata to the respective amounts then due to pay, pari passu, (i) all amounts of interest then due and payable on the Notes on such Interest Payment Date, (ii) pari passu and pro rata, any termination payment due and payable to a Hedging Counterparty under a Hedging Agreement other than any Subordinated Termination Payments (as defined in the Conditions);

sixth, to pay all amounts of principal (if any) due and payable on the Notes on such Interest Payment Date in the following order: (i) the Series 5A Notes until redemption in full of the Series 5A Notes, (ii) thereafter, the Series 6 Notes until redemption in full of the Series 6 Notes, (iii) thereafter, the Series 7 Notes until redemption in full of the Series 7 Notes, (iv) thereafter, the Series 7A Notes until redemption in full of the Series 7A Notes, (v) thereafter, the Series 8 Notes until redemption in full of the Series 8 Notes; (vi) thereafter, the Series 9 Notes until redemption in full of the Series 9 Notes; and (viii) thereafter, the Series 10 Notes until redemption in full of the Series 10 Notes;

seventh, to pay (i) up to but excluding the Interest Payment Date on which the Third Portfolio Notes are redeemed in full, amounts to the credit of the Third Portfolio Debt Service Reserve up to the Maximum DSR Amount, and (ii) from and including the Interest Payment Date on which the Third Portfolio Notes are redeemed in full, the Third Portfolio Deferred Initial Purchase Price to INPS up to an aggregate maximum (over all Interest Payment Dates) of the Maximum DSR Amount;

eighth, if on such Interest Payment Date any amount of principal remains outstanding in respect of any Series of Notes, to credit the Accumulation Amount, if any, to the Collection Account;

ninth, pari passu and pro rata, to pay any Subordinated Termination Payments due and payable to any Hedging Counterparty under a Hedging Agreement; and

tenth, once the Notes have been repaid in full, to pay to INPS any deferred purchase price payable to it pursuant to the Receivables Purchase Agreements.

During an Interest Period (as defined in Condition 5 (Interest)) the Agent Bank will be entitled, until the service of a Trigger Notice pursuant to Condition 10 (Trigger

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Events), to apply on behalf of the Issuer, amounts standing to the credit of the Expense Reserve in payment of any fees, costs, expenses or taxes as due and payable by the Issuer in such Interest Period to any Issuer Creditor.

4.2 Following the service of a Trigger Notice, all amounts received or recovered by the Issuer and/or the Representative of the Noteholders in respect of the Portfolio and the other Issuer's Rights (after payment on such date of any amount then due or overdue to the Hedging Counterparties under the relevant Hedging Agreement Credit Support Annexes, if any, to the extent not met by payments from the Hedging Collateral Cash Account or by the release of securities from the Hedging Collateral Custody Account) shall be applied as follows (in each case, only if and to the extent that payments of a higher priority have been made in full):

first, all fees, costs, expenses and taxes required to be paid in order to preserve the corporate existence of the Issuer, or to maintain it in good standing or to comply with the applicable legislation, or in connection with any listing or deposit of the Notes, or any notice to be given to the Noteholders or to other parties to the Transaction Documents;

second, in no order or priority inter se, but pro rata to the respective amounts then due, to pay any amounts due and payable to the Representative of the Noteholders, the Agent Bank, the Principal Paying Agent, the Luxembourg Paying Agent, the Issuer Corporate Servicer, the Collection Bank, the Transaction Bank and the Report Auditor;

third, to pay amounts due and payable to INPS under the Receivables Purchase Agreements in respect of services rendered to the Issuer by INPS and collection cost adjustments payable to INPS thereunder;


fifth, in no order of priority, inter se, but pro rata to the respective amounts then due, to pay (i) all amounts of interest then due and payable on the Notes, and (ii) pari passu and pro rata, any termination payment due and payable to a Hedging Counterparty under a Hedging Agreement other than any Subordinated Termination Payments;

sixth, to pay pari passu, all amounts of principal (if any) due and payable on each Series of the Notes;

seventh, pari passu and pro rata, to pay any Subordinated Termination Payments due and payable to any Hedging Counterparty under a Hedging Agreement; and

eighth, once the Notes have been repaid in full, to pay to INPS any deferred purchase price payable to it pursuant to the Receivables Purchase Agreements.

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"Accumulation Amount" means any Issuer Available Funds which are not used for payments under items first to seventh (inclusive) of the Priority of Payments;

"Collection Period" means each period commencing on (and including) a Determination Date (as defined below) and ending on (but excluding) the next succeeding Determination Date;

"Deferred Initial Purchase Price" means the deferred initial purchase price for the any of the Original Portfolios pursuant to the relevant Original Receivables Purchase Agreement;

"Determination Date" means, in relation to an Interest Payment Date, the fifteenth Business Day prior to such Interest Payment Date;

"Expense Reserve" means the expense reserve for an amount of €200,000 (the "Expense Amount") credited to the Payment Account and used to fund payment of expenses required to be paid by the Issuer during Interest Periods;

"Issuer Available Funds" means, in respect of any Determination Date, the aggregate of:

(i) all amounts received or recovered by the Issuer from INPS or the Concessionari (or any entity which legally replace the same) in accordance with the terms of the Receivables Purchase Agreements or the Convenzioni or from any other party to the transaction in accordance with the terms of any other Transaction Documents (other than any amounts received under the Hedging Agreements, the Swap Guarantees or the Hedging Agreement Credit Support Annexes), during the Collection Period ending immediately prior to such Determination Date;

(ii) all monies received during the related Collection Period or expected to be received by the Issuer on or before the immediately following Interest Payment Date under the Hedging Agreements and the Swap Guarantees;

(iii) all amounts of interest accrued and paid on the Payment Account or the Collection Account during such Collection Period;

(iv) funds standing to the credit of the Collection Account (including any funds recorded as Third Portfolio Debt Service Reserve or as Accumulation Amount); and

(v) funds standing to the credit of the Payment Account (including any funds recorded as Expense Reserve).

"Maximum DSR Amount" means €200,000,000.

"Subordinated Termination Payment" means, subject as set out below, any termination payments due and payable to any Hedging Counterparty under a Hedging

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Agreement entered into in connection with the Series 5A Notes, the Series 7A Notes, the Series 8 Notes, the Series 9 Notes or the Series 10 Notes where such termination results from (a) an Additional Termination Event (Ratings Event) as defined in the relevant Hedging Agreement where the relevant Hedging Counterparty is the Affected Party (as defined in the relevant Hedging Agreement), or (b) any Event of Default (as defined in the relevant Hedging Agreement) where such Hedging Counterparty is the sole Defaulting Party under the relevant Hedging Agreement, other than the amount of any termination payment due and payable to such Hedging Counterparty in relation to the termination of such Hedging Agreement to the extent of any premium received (net of any cost incurred by the Issuer to find a replacement hedging counterparty) by the Issuer from a replacement hedging counterparty in consideration for entering into a hedging agreement with the Issuer on the same terms as the Hedging Agreement.

"Third Portfolio Debt Service Reserve" means the debt service reserve funded initially out of the issue of the Third Portfolio Notes, to be replenished in accordance with the Priority of Payments on each Interest Payment Date until but excluding the Interest Payment Date on which the Third Portfolio Notes are redeemed in full and forming part of the Collection Account.

"Third Portfolio Deferred Initial Purchase Price" means the deferred initial purchase price for the Third Portfolio.

5. INTEREST

The Series 1 Notes were redeemed in full on the Interest Payment Date (as defined in the Conditions) falling in January 2001, the Series 2 Notes were redeemed in full on the Interest Payment Date falling in January 2002, the Series 3 Notes were redeemed in full on the Interest Payment Date falling in July 2002, the Series 4 Notes were redeemed in full on the Interest Payment Date falling in July 2004, the Series 4A Notes were redeemed in full on the Interest Payment Date falling in July 2004 and the Series 5 Notes were redeemed in full on the Interest Payment Date falling in July 2005.

5.1 Interest Payment Dates and Interest Periods

Each Series 6 Note bears interest on its Principal Amount Outstanding (as defined in Condition 6.1 (Final Redemption)) from (and including) the Third Portfolio Issue Date, each Series 7 Note bears interest on its Principal Amount Outstanding from and including the Fourth Portfolio Issue Date, each Fifth Portfolio Notes bears interest on it Principal Amount Outstanding from (and including) the Fifth Portfolio Issue Date and each New Note bears interest on its Principal Amount Outstanding from (and including) the New Issue Date. Subject as provided in Condition 5.8 (Notice to be given when no interest payable), interest in respect of the Notes of each Series is payable in Euro semi-annually in arrears on the last day in January and July in each year (or if such day is not a Business Day (as defined in Condition 5.8 (Notice to be given when no interest payable)), the immediately preceding Business Day) (each an "Interest Payment Date") in respect of the Interest Period (as defined in Condition 5.8 (Notice to be given when no interest payable)) ending immediately prior thereto. The

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first Interest Payment Date in respect of the Series 6 Notes was 31 January 2003, the first Interest Payment Date in respect of the Series 7 Notes was 31 January 2004, the first Interest Payment Date in respect of the Fifth Portfolio Notes was 31 January 2005 and the first Interest Payment Date in respect of the New Notes will be 31 January 2006 (subject to adjustment as provided above).

Interest in respect of any Interest Period or any other period will be calculated on the basis of the actual number of days elapsed and a 360 day year.

Interest shall cease to accrue on any part of the Principal Amount Outstanding of a Note from (and including) the due date for redemption of such part unless payment of principal due and payable but unpaid is improperly withheld or refused, whereupon interest shall continue to accrue on such principal (as well after as before judgment) at the rate from time to time applicable to the Notes until the monies in respect thereof have been received by the Representative of the Noteholders or the Principal Paying Agent on behalf of the relevant Noteholders and notice to that effect is given in accordance with Condition 14 (Notices).

5.2 Rate of Interest

The rate of interest payable from time to time in respect of each Series of Notes (the "Rate of Interest ") will be determined by the Agent Bank two Business Days prior to each Interest Payment Date (each, an "Interest Determination Date") in respect of the Interest Period commencing on that date.

The Rate of Interest applicable to the Notes for each Interest Period shall be the aggregate of:

5.2.1 The Relevant Margin (as defined below); and

5.2.2 (A) the arithmetic mean of the offered quotations to leading banks (rounded to four decimal places with the mid-point rounded up) for six month Euro deposits in the Euro-Zone Inter-bank market which appear on EURIBOR01 REUTERS (or such other page as may replace EURIBOR01 REUTERS on that service for the purpose of displaying such information or, if that service ceases to display such information, such page as displays such information on such equivalent service (or, if more than one, that one which is approved in writing by the Representative of the Noteholders to replace the EURIBOR01 REUTERS Monitor) (the "Screen Rate"), at or about 11.00 a.m. (Brussels time) on the relevant Interest Determination Date (except in respect of the Initial Interest Period where (i) for each Series of Original Notes, the Rate of Interest was the aggregate of the Relevant Margin and an adjusted rate for deposits in the Euro-Zone Inter-bank market, and (ii) for the New Notes, where the Rate of Interest shall be the aggregate of the Relevant Margin and the interpolation of the rates for one month euro deposits and two month euro deposits in the Euro-Zone Inter-bank market which appears on EURIBOR01 REUTERS, in each case at or about 11.00 a.m. (Brussels time) on the relevant Interest Determination Date); or

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(B) if the Screen Rate is unavailable at such time for six month Euro deposits, then the rate for the relevant Interest Period shall be the arithmetic mean (rounded to four decimal places with the mid-point rounded up) of the rates notified to the Agent Bank at its request by each of the Reference Banks (as defined in Condition 5.7 (Reference Banks and Agent Bank) below) as the rate at which six month Euro deposits in a representative amount are offered by that Reference Bank to leading banks in the Euro-Zone Inter-bank market at or about 11.00 a.m. (Brussels time) on the relevant Interest Determination Date. If on any such Interest Determination Date, two only of the Reference Banks provide such offered quotations to the Agent Bank the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those Reference Banks providing such quotations. If, on any such Interest Determination Date, only one of the Reference Banks provides the Agent Bank with such an offered quotation, the Agent Bank shall forthwith consult with the Representative of the Noteholders and the Issuer for the purposes of agreeing one additional bank to provide such a quotation or quotations to the Agent Bank (which bank is in the opinion of the Representative of the Noteholders suitable for such purpose) and the Rate of Interest for the Interest Period in question shall be determined, as aforesaid, on the basis of the offered quotations of such banks as so agreed. If no such bank or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a quotation or quotations, then the rate for the relevant Interest Period shall be the rate in effect for the last preceding Interest Period to which sub-paragraph (A) of this Condition 5.2.2 shall have applied.

The "Relevant Margin" determined pursuant to Condition 5.2.2 is as follows:

- for the Series 5A Notes, 0.05 per cent. per annum above

- for the Series 6 Notes, 0.29 per cent. per annum above


- for the Series 7A Notes, 0.11 per cent. per annum above




There shall be no maximum or minimum Rate of Interest.

5.3 Determination of rat es of Interest and Calculation of Interest Payments

The Agent Bank shall, on each Interest Determination Date, determine and notify to the Issuer and the Representative of the Noteholders:

5.3.1 the Rate of Interest applicable to the Interest Period beginning after such Interest Determination Date (or in the case of the Initial Interest Period

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relating to the New Notes, beginning on and including the New Issue Date) in respect of the Notes; and

5.3.2 the Euro amount (the "Interest Payment Amount") payable on the Notes in respect of such Interest Period. The Interest Payment Amount payable in respect of any Interest Period in respect of the Notes shall be calculated by applying the relevant Rate of Interest to the Principal Amount Outstanding of the Notes on the relevant Interest Payment Date (or, in the case of the Initial Interest Period for the New Notes, the New Issue Date) at the commencement of such Interest Period (after deducting therefrom any payment of principal due on that Interest Payment Date), multiplying the product of such calculation by the actual number of days in the Interest Period and dividing by 360, and rounding the resultant figure to the nearest cent (half a cent being rounded up).

5.4 Publication of the Rate of Interest and the Interest Payment Amount

The Agent Bank will cause the Rate of Interest and the Interest Payment Amount applicable to the Notes for each Interest Period and the Interest Payment Date in respect of such Interest Payment Amount to be notified promptly after determination (and, in the case of the Luxembourg Stock Exchange, no later than the first day of such Interest Period) to the Issuer, the Representative of the Noteholders, Monte Titoli and the Luxembourg Stock Exchange and will cause the same to be published in accordance with Condition 14 (Notices) on or as soon as possible after the relevant Interest Determination Date.

5.5 Determination or calculation by the Representative of the Noteholders

If the Agent Bank or the Issuer, as the case may be, does not at any time for any reason determine the Rate of Interest and/or calculate the Interest Payment Amount for the Notes in accordance with the foregoing provisions of this Condition 5 (Interest ), the Representative of the Noteholders shall:

5.5.1 determine the Rate of Interest for the Notes at such rate as (having regard to the procedure described above) it shall consider fair and reasonable in all the circumstances and/or (as the case may be); and

5.5.2 calculate the Interest Payment Amount for the Notes in the manner specified in Condition 5.3 (Determination of rates of Interest and Calculation of Interest Payments) above,

and any such determination and/or calculation shall be deemed to have been made by the Agent Bank.

5.6 Notification to be final

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 5 (Interest), whether by the Reference Banks (as defined in Condition 5.7 (Reference

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Banks and Agent Bank)) (or any of them), the Agent Bank, the Issuer or the Representative of the Noteholders shall (in the absence of wilful default, bad faith or manifest error) be binding on the Reference Banks, the Agent Bank, the Issuer, the Representative of the Noteholders and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders shall attach to the Reference Banks, the Agent Bank, the Issuer or the Representative of the Noteholders in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretions hereunder.

5.7 Reference Banks and Agent Bank

The Issuer shall ensure that, so long as any of the Notes remains outstanding, there shall at all times be three Reference Banks (the "Reference Banks") and an Agent Bank. The initial Reference Banks shall be Banca Intesa S.p.A., Barclays Bank PLC and JPMorgan Chase Bank, N.A.. In the event of any such bank being unable or unwilling to continue to act as a Reference Bank, the Issuer shall appoint such other bank as may have been previously approved in writing by the Representative of the Noteholders to act as such in its place. The Agent Bank may not resign until a successor approved in writing by the Representative of the Noteholders has been appointed. If a new Agent Bank is appointed a notice will be published in accordance with Condition 14 (Notices).

5.8 Notice to be given when no interest payable

The Issuer shall arrange for notice to be given forthwith by the Agent Bank to the Representative of the Noteholders and the Paying Agents and will cause notification to be given to Noteholders in accordance with Condition 14 (Notices), no later than the third Business Day prior to each Interest Payment Date, of any Interest Payment Date on which, pursuant to this Condition, interest on the Notes of any Series will not be paid in full.


"Business Day" means a day on which the Trans-European Automated Real Time Gross Transfer System (or any successor thereto) is open;

"Euro-zone" means the region comprised of member states of the European Union that adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March 1957) as amended by the Treaty on European Union (signed in Maastricht on 7 February 1992);

"Interest Period" means each period from (and including) an Interest Payment Date to (but excluding) the next following Interest Payment Date, provided that the first Interest Period (the "Initial Interest Period") in respect of (a) the Series 6 Notes began on (and included) the Third Portfolio Issue Date and ended on (but excluded) the Interest Payment Date falling in January 2003, (b) the Series 7 Notes began on (and included) the Fourth Portfolio Issue Date and ended on (but excluded) the Interest Payment Date falling in January 2004, (c) the Fifth Portfolio Notes began on (and

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included) the Fifth Portfolio Issue Date and ended on (but excluded) the Interest Payment Date falling in January 2005, and (d) the New Notes shall begin on (and include) the New Issue Date and end on (but exclude) the Interest Payment Date falling in January 2006.

6. REDEMPTION, PURCHASE AND CANCELLATION

The Series 1 Notes were redeemed in full on the Interest Payment Date falling in January 2001. The Series 2 Notes were redeemed in full on the Interest Payment Date falling in January 2002. The Series 3 Notes were redeemed in full on the Interest Payment Date falling in July 2002. The Series 4 Notes were redeemed in full on the Interest Payment Date falling in July 2004. The Series 4A Notes were redeemed in full on the Interest Payment Date falling in July 2004. The Series 5 Notes were redeemed in full on the Interest Payment Date falling in July 2005.

6.1 Final Redemption

Unless previously redeemed in full as provided in this Condition 6 (Redemption, Purchase and Cancellation), the Issuer shall redeem the Series 5A Notes at their Principal Amount Outstanding on the Interest Payment Date falling in July 2010, the Series 6 Notes at their Principal Amount Outstanding on the Interest Payment Date falling in July 2015, the Series 7 Notes at their Principal Amount Outstanding on the Interest Payment Date falling in July 2015, the Series 7A Notes at their Principal Amount Outstanding on the Interest Payment Date falling in July 2016, the Series 8 Notes at their Principal Amount Outstanding on the Interest Payment Date falling in July 2016, the Series 9 Notes at their Principal Amount Outstanding on the Interest Payment Date falling in July 2018 and the Series 10 Notes at their Principal Amount Outstanding on the Interest Payment Date falling in July 2019 (in each case, the "Final Maturity Date" of the relevant Series).

The Issuer may not redeem Notes in whole or in part prior to that date except as provided below in Condition 6.2 (Optional redemption), 6.3 (Redemption for taxation) or 6.4 (Mandatory redemption), but without prejudice to Condition 10 (Trigger Events).

If the Notes of any Series cannot be redeemed in full on their Final Maturity Date, as a result of the Issuer having insufficient Available Redemption Funds for application in or towards such redemption, any amount unpaid shall remain outstanding and the Conditions shall continue to apply in full in respect of such Notes until the earlier of (i) the date on which such Notes are redeemed in full and (ii) the last Business Day in January 2025, at which date (the "Cancellation Date") any amount outstanding, whether in respect of interest, principal or other amounts in respect of the Notes shall be finally and definitively cancelled.

If the whole amount of Notes of any Series is not redeemed on the relevant Final Maturity Date, a notice will be published in accordance with Condition 14 (Notices), and the Luxembourg Stock Exchange will be informed in due time of the extension of the Final Maturity Date.

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The "Principal Amount Outstanding" of a Note on any date shall be the principal amount of that Note upon issue less the aggregate amount of all principal payments in respect of that Note that have been paid prior to such date.

6.2 Optional redemption

The Issuer may redeem Notes at their Principal Amount Outstanding (as defined in Condition 6.1 (Final redemption)) together with interest accrued to the date fixed for redemption, as follows:

(i) the Series 5A Notes, in whole (but not in part) on any Interest Payment Date on or after the Interest Payment Date in July 2006 (but only if any outstanding Series 5 Notes are redeemed concurrently);

(ii) the Series 6 Notes in whole (but not in part) on any Interest Payment Date on or after the Interest Payment Date in July 2007 (but only if any out standing Series 5A Notes are redeemed concurrently);

(iii) the Series 7 Notes in whole (but not in part) on any Interest Payment Date on or after the Interest Payment Date in July 2008 (but only if any outstanding Series 5A Notes and Series 6 Notes are redeemed concurrently);

(iv) the Series 7A Notes in whole (but not in part) on any Interest Payment Date on or after the Interest Payment Date in July 2008 (but only if any outstanding Series 5A Notes, Series 6 Notes and Series 7 Notes are redeemed concurrently);

(v) the Series 8 Notes in whole (but not in part) on any Interest Payment Date on or after the Interest Payment Date in July 2009 (but only if any outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes and Series 7A Notes are redeemed concurrently);

(vi) the Series 9 Notes in whole (but not in part) on any Interest Payment Date on or after the Interest Payment Date in July 2010 (but only if any outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes, Series 7A Notes and Series 8 Notes are redeemed concurrently) and

(vii) the Series 10 Notes in whole (but not in part) on any Interest Payment Date on or after the Interest Payment Date in July 2011 (but only if any outstanding Series 5A Notes, Series 6 Notes, Series 7 Notes, Series 7A Notes, Series 8 Notes and Series 9 Notes are redeemed concurrently).

Any such redemption shall be effected by the Issuer giving not more than 60 nor less than 30 days' prior notice to the Representative of the Noteholders in writing and to the Noteholders in accordance with Condition 14 (Notices) and provided that (i) on such Interest Payment Date on which such notice expires, no Trigger Notice has been served, and (ii) the Issuer has, prior to giving such notice, certified to the Representative of the Noteholders and produced evidence acceptable to the Representative of the Noteholders that it will have the necessary funds not subject to

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interests of any other person to discharge all its outstanding liabilities in respect of the Notes and any amounts required under the Intercreditor Agreement and the order of priority of payments set out in Condition 4 (Order of Priority) to be paid in priority to or pari passu with the Notes, the Issuer may redeem the Notes in whole but not in part only on such Interest Payment Date at their Principal Amount Outstanding together with all accrued but unpaid interest thereon up to and including such Interest Payment Date.

6.3 Redemption for taxation

If the Issuer at any time satisfies the Representative of the Noteholders immediately prior to the giving of the notice referred to below that on the next Interest Payment Date the Issuer would be required to deduct or withhold (other than in respect of a Law 239 Deduction) from any payment of principal or interest on the Notes, (or that amounts payable to the Issuer in respect of the Receivables would be subject to withholding or deduction), of any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein (such event, a "Tax Event"), the Issuer may on any Interest Payment Date at its option having given not more than 60 nor less than 30 days' notice to the Representative of the Noteholders in writing and to the Noteholders in accordance with Condition 14 (Notices) and having, prior to giving such notice, certified to the Representative of the Noteholders and produced evidence acceptable to the Representative of the Noteholders that the Issuer will have the necessary funds not subject to the interest of any other person to discharge all its outstanding liabilities in respect of the Notes and any amounts required under the Intercreditor Agreement and the order of priorit y of payments set out in Condition 4 (Order of Priority) to be paid in priority to or pari passu with the Notes redeem all but not some only of the Notes at their Principal Amount Outstanding together with accrued but unpaid interest up to and including the relevant Interest Payment Date.


"Law 239 Deduction" means any withholding or deduction for or on account of "imposta sostitutiva" under Legislative Decree No. 239 of 1 April 1996 as subsequently amended.

6.4 Mandatory Redemption

Each Series of Notes will be subject to mandatory redemption in full or in part on the respective Interest Payment Dates set out below and, in each case, on each Interest Payment Date thereafter, in each case if on the related Determination Date (as defined below) there are sufficient Available Redemption Funds (as defined below) which may be applied for this purpose in accordance with the order of priority of payments set out in Condition 4 (Order of Priority):

Series 5A Notes: In full or in part on the Interest Payment Date falling in July 2006

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Series 6 Notes: In full or in part on the Interest Payment Date falling in July 2007


Series 7A Notes: In full or in part on the Interest Payment Date falling in July 2008



Series 10 Notes In full or in part on the Interest Payment Date falling in July 2011


"Anticipated Repayment Amount" means, in respect of any Series and any Interest Payment Date specified in the table below, the amount specified in such table in respect of such Series on such Interest Payment Date (and in respect of any Series on any Interest Payment Date not specified in the table below, zero), being the amount of principal which the Issuer anticipates repaying on such Series on such Interest Payment Date to the extent that there are Available Redemption Funds for such purpose:

Anticipated Repayment Amount (€ million)

Interest Payment Date

Series 5A Notes

Series 6 Notes

Series 7 Notes

Series 7A Notes

Series 8 Notes

Series 9 Notes

Series 10 Notes

Total (Eur min)

July 2006 1,500 - - - - - - 1,500

July 2007 - 1,500 - - - - - 1,500

July 2008 - - 1,500 1,925 - - - 3,425

July 2009 - - - - 2,050 - - 2,050

July 2010 - - - - 1,575 - 1,575

July 2011 - - - - - 1,500 1,500

Total 1,500 1,500 1,500 1,925 2,050 1,575 1,500 11,550

"Available Redemption Funds" means, in respect of any Determination Date, the difference between (a) Issuer Available Funds in respect of such Determination Date, and (b) the aggregate of the payments described under items first to fifth (inclusive) in Condition 4.1, and which are required to be made by the Issuer on the related Interest Payment Date.

6.5 Note Principal Payments, Redemption Amounts and Principal Amount Outstanding

On each Determination Date, the Issuer shall procure that the Agent Bank determines:

6.5.1 the amount of the Available Redemption Funds (if any);

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6.5.2 the principal payment (if any) due on the next following Interest Payment Date; and

6.5.3 the Principal Amount Outstanding of each Note on the next following Interest Payment Date (after deducting any principal payment due to be made on that Interest Payment Date).

Each determination by or on behalf of the Issuer of Available Redemption Funds, any principal payment and the Principal Amount Outstanding of a Note shall in each case (in the absence of wilful default, bad faith or manifest error) be final and binding on all persons.

The Issuer will, no later than the third Business Day prior to each Interest Payment Date, cause each determination of a principal payment (if any) and Principal Amount Outstanding to be notified forthwith by the Agent Bank to the Representative of the Noteholders, Monte Titoli, the Paying Agents and the Luxembourg Stock Exchange and will cause notice of each determination of a principal payment and Principal Amount Outstanding to be given in accordance with Condition 14 (Notices). If no principal payment is due to be made on the Notes on an Interest Payment Date, a notice to this effect will be given by the Issuer to the Noteholders in accordance with Condition 14 (Notices).

If no principal payment or Principal Amount Outstanding is determined by or on behalf of the Issuer in accordance with the preceding provisions of this paragraph, such principal payment and Principal Amount Outstanding may be determined by the Representative of the Noteholders in accordance with this paragraph and each such determination or calculation shall be deemed to have been made by the Issuer.

6.6 Notice of Redemption

Any such notice as is referred to in Conditions 6.2 (Optional redemption), 6.3 (Redemption for taxation) and 6.4 (Mandatory redemption) above shall be irrevocable and, upon the expiration of such notice, the Issuer shall be bound to redeem the Notes in accordance with this Condition 6 (Redemption, Purchase and Cancellation).

6.7 No purchase by Issuer

The Issuer shall not purchase any of the Notes.

6.8 Cancellation

All Notes redeemed in full and surrendered to the Issuer will be cancelled upon redemption or purchase and surrender, and may not be resold or re-issued.

7. PAYMENTS

7.1 Payment of principal and interest in respect of the Notes deposited with Monte Titoli will be credited, according to the instructions of Monte Titoli, by the Issuer to the accounts of those banks and authorised brokers whose accounts with Monte Titoli are credited with those Notes and thereafter credited by such banks and authorised brokers

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from such aforementioned accounts to the accounts of the beneficial owners of those Notes. Alternatively, the Paying Agent may arrange for payments of principal and interest in respect of the Notes to be made to Noteholders through Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme (formerly known as Cedelbank) ("Clearstream Luxembourg") to the accounts with Euroclear and Clearstream Luxembourg of the beneficial owners of those Notes, in accordance with the rules and procedures of Euroclear or, as the case may be, Clearstream Luxembourg.

7.2 Payments of principal and interest in respect of the Notes are subject in all cases to any fiscal or other laws and regulations applicable thereto.

7.3 If the due date for any payment of principal and/or interest (or any later date on which any Note could otherwise be presented for payment) is not a Business Day, the holder of the relevant Note will not be entitled to payment of the relevant amount until the immediately succeeding Business Day. Noteholders will not be entitled to any interest or other payment in consequence of any delay after the due date in receiving the amount due as a result of the due dat e not being a Business Day.

7.4 The Issuer reserves the right, subject to the prior written approval of the Representative of the Noteholders, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents including the Principal Paying Agent provided that (so long as the Notes are listed on the regulated market of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) the Issuer will at all times maintain a Paying Agent with a specified office in Luxembourg. The Issuer will cause at least 30 days' notice of any change in or addition to the Paying Agents or their specified offices to be given in accordance with Condition 14 (Notices).

8. TAXATION

All payments in respect of the Notes will be made without withholding or deduction for or on account of any present or future taxes, duties or charges of whatsoever nature other than a Law 239 Deduction (as defined in Condition 6.3 (Redemption for taxation)) or any other withholding or deduction required to be made by applicable law. Neither the Issuer nor any other person shall be obliged to pay any additional amount to any holder of Notes on account of a Law 239 Deduction or any other such withholding or deduction.

9. PRESCRIPTION

Claims against the Issuer for payments in respect of the Notes shall be prescribed and become void unless made within five years from the appropriate Relevant Date in respect of them.

In this Condition 9 (Prescription), the "Relevant Date", in respect of a Note, is the date on which a payment in respect thereof first becomes due and payable or (if the full amount of the monies payable in respect of all Notes due and payable on or before that date has not been duly received by the Paying Agents or the Representative of the Noteholders on or prior to

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such date) the date on which notice that the full amount of such monies has been received is duly given to the Noteholders in accordance with Condition 14 (Notices).

10. TRIGGER EVENTS

If any of the following events (each a "Trigger Event") occurs:

10.1 Non-payment

Default is made in the payment on the Final Maturity Date of the Notes or any of them, of the amount of principal then due on the Notes, or any of them, or, for a period of three Business Days or more, in the payment on the due date therefor of the amount of interest (if any) then due on the Notes or any of them; or

10.2 Breach of other obligations

The Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes, or any of them, or of any of the Transaction Documents to which it is a party (other than any obligation for the payment of principal or interest on the Notes) and except where, in the sole and absolute opinion of the Representative of the Noteholders, such default is incapable of remedy (in which case no notice will be required), such default remains unremedied for 30 days after the Representative of the Noteholders has given written notice thereof to the Issuer, certifying that such default is, in the opinion of the Representative of the Noteholders, materially prejudicial to the interests of the Noteholders; or

10.3 Insolvency etc.

(a) an administrator, administrative receiver or liquidator of the Issuer or the whole or any part of the undertaking, assets and/or revenues of the Issuer is appointed or the Issuer becomes subject to any bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar proceedings (or application for the commencement of any such proceeding) or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Issuer;

(b) proceedings are initiated against the Issuer under any applicable bankruptcy, liquidation, administration, insolvency, composition, reorganisation or similar laws and proceedings are not, in the opinion of the Representative of the Noteholders, being disputed in good faith;

(c) the Issuer takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or applies for bankruptcy or suspension of payments; or

10.4 Winding up etc.

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An order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer except a winding up for the purposes of or pursuant to an amalgamation or reconstruction, the terms of which have been previously approved in writing by the Representative of the Noteholders or by an extraordinary resolution of the Noteholders; or

10.5 Unlawfulness

It is or will become unlawful in any respect deemed by the Representative of the Noteholders to be material for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any Transaction Document to which it is a party; or

10.6 Non-Performance Trigger

On any Determination Date the aggregate amount of (a) principal of the Notes which has been repaid on each Interest Payment Date from and including the Interest Payment Date falling in January 2006 up to and including the Interest Payment Date immediately preceding the relevant Determination Date and (b) the Available Redemption Funds (including the Expense Reserve, the Third Portfolio Debt Service Reserve and the Accumulation Amount but, for the avoidance of doubt, net of amounts due as interest under the Notes) in respect of such Determination Date is less than 65 per cent. of the aggregate of the Anticipated Repayment Amounts (as defined in Condition 6.4 (Mandatory Redemption)) for each Interest Payment Date from and including the Interest Payment Date falling in January 2006 up to and including the Interest Payment Date immediately preceding the relevant Determinati on Date and the Anticipated Repayment Amounts for the Interest Payment Date immediately following such Determination Date (as set out in Condition 6.4 (Mandatory Redemption)),

then the Representative of the Noteholders may, in its sole and absolute discretion (and, if so requested by the holders of at least one fifth of the aggregate Principal Amount Outstanding of the Notes or by an extraordinary resolution of the Noteholders, shall) give written notice (a "Trigger Notice") to the Issuer declaring all the Notes to be due and payable, whereupon they shall become immediately due and payable at their Principal Amount Outstanding together with accrued interest without further action or formality, provided that the Representative of the Noteholders shall have such discretion or obligation in the case of any of the events referred to in Condition 10.2 to Condition 10.5 above (both inclusive) only if the Representative of the Noteholders shall have certified in writing that such event is, in its opinion materially, prejudicial to the interests of the Noteholders.

After the Notes have become immediately due and repayable following the service of a Trigger Notice, all payments of principal, interest and other amounts due in respect of the Notes shall be made pro rata according to the respective amounts due in respect of each Series without any priority as between Series.

11. ENFORCEMENT

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At any time after the Notes have become due and repayable, the Representative of the Noteholders may, at its discretion and without further notice, take such steps and/or institute such proceedings against the Issuer as it may think fit to enforce repayment of the Notes and payment of accrued interest thereon, but it shall not be bound to take any such proceedings or steps unless:

11.1 it shall have been so requested in writing by the holders of at least 50 per cent. in aggregate of the Principal Amount Outstanding of the Notes or unless it shall have been so directed by an extraordinary resolution of the Noteholders; and

11.2 it shall have been indemnified to its satisfaction.

No Noteholder shall be entitled to proceed directly against the Issuer unless the Representative of the Noteholders, having become bound so to do, fails to do so within a reasonable period and such failure shall be continuing.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of Condition 10 (Trigger Events) or this Condition 11 (Enforcement) by the Representative of the Noteholders shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders or the Issuer shall attach to the Representative of the Noteholders in connection with the exercise or non-exercise by either or any of them of their powers, duties and discretions hereunder.

12. MEETINGS OF NOTEHOLDERS; MODIFICATION; CONSENT; WAIVER

12.1 The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by extraordinary resolution of the Noteholders of a modification of the Notes (including these Conditions) or the provisions of any of the Transaction Documents. The quorum at any meeting of Noteholders for passing an extraordinary resolution shall be two or more persons holding or representing over 50 per cent. of the aggregate Principal Amount Outstanding of the Notes then outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the aggregate Principal Amount Outstanding of the Notes so held or represented, except that, at any meeting the business of which includes the sanctioning of a modification of certain terms including, inter alia, the date of maturity of any Series of Notes or a modification which would have the effect of postponing any day for payment of interest thereon, reducing or cancelling the amount of principal payable in respect of any Series of Notes or the rate of interest applicable in respect of any Series of Notes or altering the majority required to pass an extraordinary resolution or altering the currency of payment of any Series of Notes or any alteration of the date or priority of redemption of any Series of Notes (any such modification being referred to below as a "Basic Terms Modification"), the necessary quorum for passing an extraordinary resolution shall be two or more persons holding or representing 75 per cent., or, at any adjourned such meeting, 25 per cent., or more of the aggregate Principal Amount Outstanding of the Notes then outstanding (irrespective of their Series).

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12.2 A resolution in writing executed by or on behalf of the holders of 50 per cent. or, in the case of a Basic Terms Modification 75 per cent. in aggregate Principal Amount Outstanding of the Notes shall be as effective as an extraordinary resolution passed at a meeting of Noteholders duly convened and held and may consist of several instruments in like form each executed by or on behalf of one or more of such holders. In the case of a Basic Terms Modification, an extraordinary resolution of a meeting of each Series of Noteholders affected by such Basic Terms Modification will also be required provided that no Trigger Notice has been served (and the rules relating to meetings of Noteholders, including matters relating to quorums and resolutions, shall apply mutatis mutandis to any meeting of any Series of Noteholders).

12.3 The Representative of the Noteholders may agree, without the consent of the Noteholders (i) to any modification (except a Basic Terms Modifications) of, or to the waiver or authorisation of any breach or proposed breach of the Notes (including these Conditions) or any of the Transaction Documents, which is not, in the opinion of the Representative of the Noteholders, materially prejudicial to the interests of the Noteholders or (ii) to any modification of the Notes (including these Conditions) or any of the Transaction Documents, which in the opinion of the Representative of the Noteholders is to correct a manifest error or is of a formal, minor or technical nature. The Representative of the Noteholders may also, without the consent of the Noteholders, determine that any Trigger Event shall not, or shall not subject to specified conditions, be treated as such. Any such modification, waiver, authorisation or determination shall be binding on the Noteholders and, unless the Representative of the Noteholders agrees otherwise, any such modification shall be notified to the Noteholders in accordance with Condition 14 (Notices) as soon as practicable thereafter.

12.4 Where the Representative of the Noteholders is required, in connection with the exercise of its powers, authorities, duties and discretions under or in relation to Notes (including these Conditions) or any of the Transaction Documents, to have regard to the interests of the Noteholders, it shall have regard to the interests of the Noteholders as a class and, in particular but without prejudice to the generality of the foregoing, shall not have regard to, or be in any way liable for, the consequences of such exercise for individual Noteholders 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 the Representative of the Noteholders shall not be entitled to require, nor shall any Noteholder be entitled to claim from the Issuer or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders.

13. INDEMNIFICATION AND EXONERATION OF THE REPRESENTATIVE OF THE NOTEHOLDERS

13.1 Each Noteholder accepts the appointment of the Representative of the Noteholders upon the terms of its appointment for the time being, subject to these Conditions.

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13.2 The provisions governing the appointment of the Representative of the Noteholders (which are contained in the Subscription Agreements and scheduled to the Agency Agreement) contain provisions governing the responsibility (and relief from responsibility) of the Representative of the Noteholders (including provisions relieving it from taking proceedings unless indemnified to its satisfaction and providing for the Representative of the Noteholders to be indemnified in certain other circumstances) and provisions which govern the termination of the appointment of the Representative of the Noteholders and amendments to the terms of such appointment.

14. NOTICES

Any notice regarding the Notes of any Series shall be deemed to have been duly given to Noteholders if published in Il Sole 24 Ore or, for so long as Notes are held on behalf of the beneficial owners thereof by Monte Titoli, through the systems of Monte Titoli.

In addition, for so long as the Notes are listed on the regulated market of the Luxembourg Stock Exchange and the rules thereof require such publication, notices will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in a leading daily newspaper having general circulation in Luxembourg (which is expected to be the d'Wort) (or, if this is not practicable, in another appropriate English language newspaper having general circulation in Europe).

Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made in the manner required in one of the newspapers referred to above.

The Representative of the Noteholders shall be at liberty to sanction some other method of giving notice to Noteholders (or to the Noteholders of any Series) if, in its opinion, such other method is reasonable having regard to market practice then prevailing and to the rules of the stock exchange on which the Notes are then listed and provided that notice of such other method is given to the Noteholders in such manner as the Representative of the Noteholders shall require.

15. FURTHER ISSUES

The Issuer may be required by INPS, subject to the conditions set out therein and without the consent of the Noteholders or the Representative of the Noteholders, to create and issue further notes or to take loans to fund the prepayment to INPS of deferred purchase price pursuant to the Receivables Purchase Agreements. It is a condition precedent to any such loan or further issue of notes that none of the then current ratings of the outstanding Notes at the time is adversely affected by such loan or further issue. In the event of the Issuer issuing such further notes or taking such loans, the rights of the Noteholders in relation to the Portfolio and to the other assets of the Issuer as described in the prospectus relating to the Notes may be affected and some of the Transaction Documents may require to be amended or supplemented. Notice of any such issue of further notes or taking of loans will be notified to the Noteholders in accordance with Condition 14 (Notices).

16. GOVERNING LAW

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16.1 The Notes are governed by Italian law.

16.2 The Courts of Rome are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Notes.

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PERFORMANCE REPORTING

Information on the transaction shall be given to investors following the issue of the New Notes through the following reports prepared on behalf of the Issuer.

Note Payment Report (February and August)

The Agent Bank shall, not later than the fifteenth day of February and August in each year prior to redemption in full or cancellation of the Notes, compile and provide to the Representative of the Noteholders, the Issuer, the Rating Agencies and the Issuer Corporate Servicer a report (each, a "Note Payment Report") containing certain information with respect to the Notes. Such report shall include (i) the amount outstanding on each Series of Notes and (ii) all payments made to and by the Issuer during the previous Interest Period, including interest and principal payments on the Notes on the previous Interest Payment Date. The report shall be available at the principal office of each of the Representative of the Noteholders, the Issuer and the Luxembourg Paying Agent.

Semi-annual Performance Report (February and August)

The Agent Bank shall, simultaneously with the Note Payment Report to be provided thereby in February and August of each year, compile on the basis of information provided to it by INPS a report (the "Semi-annual Performance Report") containing certain information with respect to the Portfolio, determined on a cumulative basis for that year, commencing on the first Determination Date in that year, including (i) collections made by INPS in respect of the Receivables up to the end of the previous December or June, as the case may be, and paid to the Issuer prior to the most recent Determination Date, (ii) collections made by the Concessionari in respect of the Receivables prior to the most recent Determination Date, (iii) unallocated collections made prior to the most recent Determination Date, (iv) the amount of outstanding Receivables as at the most recent Determination Date, and (v) the amounts standing to the credit of each of the accounts of the Issuer (including any reserves therein) as at the most recent Determination Date. The Agent Bank will provide such report to the Issuer, the Luxembourg Paying Agent, the Issuer Corporate Servicer, the Representative of the Noteholders and the Rating Agencies, together with a written commentary on the results of the auditing carried out by the Report Auditor on the Semi-annual Performance Report, setting out any discrepancies which the Report Auditor has found. The report shall be available to Noteholders at the principal office of each of the Representative of the Noteholders, the Issuer and the Luxembourg Paying Agent.

Quarterly Performance Update (May and November)

The Agent Bank shall, not later than the fifteenth day of May and November in each year prior to the redemption in full or cancellation of the Notes, compile on the basis of the information provided to it by INPS and provide to the Representative of the Noteholders, the Issuer, the Rating Agencies and the Issuer Corporate Servicer a report (the "Quarterly Performance Update") containing certain information with respect to the total cash collections in respect of the Receivables, such report to contain substantially the same categories of information and be compiled in the same manner as the Semi-annual Performance Report on the basis of collections up to and amounts at the fifteenth day of April

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or October, as the case may be. This report will be accompanied by a written commentary on the results of the auditing carried out by the Report Auditor on such report, setting out any discrepancies which the Report Auditor has found. The report shall be available to Noteholders at the principal office of each of the Representative of the Noteholders, the Issuer and the Luxembourg Paying Agent.

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TAXATION

TAXATION IN THE REPUBLIC OF ITALY

The following is a general summary of current Italian law and practice relating to certain Italian tax considerations concerning the purchase, ownership and disposition of the Notes. It does not purport to be a complete analysis of all tax conside rations that may be relevant to the decision of a prospective Noteholder to purchase, own or dispose of the Notes, and does not purport to deal with the tax consequences applicable to all categories of prospective beneficial owners of Notes, some of which may be subject to special rules. The following summary does not discuss the treatment of Notes that are held in connection with a permanent establishment or fixed base through which a non-Italian resident beneficial owner carries on business or performs professional services in Italy.

Prospective purchasers of Notes should consult their tax advisers as to the consequences under Italian tax law, under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes, including in particular the effect of any state, regional or local tax laws. Prospective Noteholders who may be unsure as to their tax position should seek their own professional advice.

Income Tax

Pursuant to the provisions of article 13, paragraph 5, of Law No. 448 ("Law 448") of 23 December 1998, the Notes will be subject to articles 129 and 143 of Legislative Decree No. 385 of 1 September 1993 ("Decree No. 385") and to the tax regime provided for bonds issued by companies whose shares are listed on a stock exchange, including the provisions set out in Decree No. 239 (the only exception being the inapplicability of the last sentence of article 26, paragraph 1 of Presidential Decree No. 600 dated 29 September 1973).

Italian resident Noteholders

Where an Italian resident Noteholder is (i) an individual not engaged in an entrepreneurial activity to which the Notes are connected (unless he has opted for the application of the risparmio gestito regime - see "Capital gains tax" below), (ii) a non-commercial partnership, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, interest, premium and other income relating to the Notes, accrued during the relevant holding period, are subject to a tax withheld at source, referred to as imposta sostitutiva, levied at the rate of 12.5 per cent. If the Noteholders described under (i) to (iii) above are engaged in an entrepreneurial activity to which the Notes are connected, the imposta sostitutiva applies as a provisional tax.

Where an Italian resident Noteholder is a company or similar commercial entity and the Notes are deposited with an authorised intermediary, interest, premium and other income from the Notes will not be subject to imposta sostitutiva but must be included in the relevant Noteholder's income tax return and are therefore subject to general Italian corporate taxation (and, in certain circumstances, depending on the "status" of the Noteholder, also to IRAP, the regional tax on productive activities).

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Where an Italian resident Noteholder is an Italian real estate investment fund to which the provisions of Law Decree No. 351 of 25 September 2001, as subsequently amended, apply, interest, premium and other income relating to the Notes will be subject neither to imposta sostitutiva nor to any other income tax in the hands of the real estate investment fund.

Where an Italian resident Noteholder is an open-ended or a closed-ended investment fund or a SICAV and the Notes are deposited with an authorised intermediary, interest, premium and other income relating to the Notes and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to a 12.5 per cent. substitute tax.

Where an Italian resident Noteholder is a pension fund (subject to the regime provided for by articles 14, 14ter and 14quater, paragraph 1, of Legislative Decree No. 124 of 21 April 1993) and the Notes are deposited with an authorised intermediary, interest, premium and other income relating to the Notes and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to a 11 per cent. substitute tax.

Pursuant to Decree No. 239, imposta sost itutiva is applied by banks, SIMs, fiduciary companies, SGRs, stockbrokers and other entities identified by a decree of the Ministry of Economy and Finance (each, an "Intermediary"). An Intermediary must (i) be resident in Italy or be a permanent establishment in Italy of a non-Italian resident financial intermediary and (ii) intervene, in any way, in the collection of interest or in the transfer of the Notes.

For the purpose of the application of the imposta sostitutiva, a transfer of Notes includes any assignment or other act, either with or without consideration, which results in a change of the ownership of the relevant Notes or in a change of the Intermediary with which the Notes are deposited.

Where the Notes are not deposited with an Intermediary, the imposta sostitutiva is applied and withheld by any entity paying interest to a Noteholder.

Non-Italian resident Noteholders

Where the Noteholder is a non-Italian resident, an exemption from the imposta sostitutiva also applies provided that the non-Italian resident beneficial owner is either (i) resident, for tax purposes, in a country which allows for a satisfactory exchange of information with the Republic of Italy; or (ii) an international body or entity set up in accordance with international agreements which have entered into force in Italy; or (iii) a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or (iv) an institutional investor which is incorporated in a country which allows for a satisfactory exchange of information with the Republic of Italy, even if it does not possess the status of a taxpayer in its own country of residence.

For the purpose of the application of the exemption, the countries which allow for a satisfactory exchange of information with Italy are those listed in Ministerial Decree dated 4 September 1996, as amended from time to time, which includes, inter alia, most of the

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members of the European Union, Australia, Brazil, Canada, Japan and the United States of America, but excludes, inter alia, Switzerland and Cyprus.

The imposta sostitutiva will be applicable at the rate of 12.5 per cent. (or at the reduced rate provided for by the applicable double tax treaty, if any) to interest, premium and other income paid to Noteholders who are resident, for tax purposes, in countries which do not allow for a satisfactory exchange of information with Italy.

In order to ensure gross payment, non-Italian resident Noteholders must be the beneficial owners of the payments of interest, premium or other income and (i) deposit, directly or indirectly, the Notes with a resident bank or SIM or a permanent establishment in Italy of a non-Italian resident bank or SIM or with a non-Italian resident entity or company participating in a centralised securities management system which is in contact, via computer, with the Ministry of Economy and Finance and (ii) file with the relevant depository, prior to or concurrently with the deposit of the Notes, a statement of the relevant Noteholder, which remains valid until withdrawn or revoked, in which the Noteholder declares to be eligible to benefit from the applicable exemption from imposta sostitutiva. Such statement, which is not requested for international bodies or entities set up in accordance with international agreements which have entered into force in Italy nor in case of foreign Central Banks or entities which manage, inter alia, the official reserves of a foreign State, must comply with the requirements set forth by Ministerial Decree of 12 December 2001, as subsequently amended.

Capital Gains Tax

Any gain obtained from the sale or redemption of the Notes would be treated as part of the taxable income (and, in certain circumstances, depending on the "status" of the Noteholder, also as part of the net value of the production for IRAP purposes) if realised by an Italian company or a similar commercial entity (including the Italian permanent establishment of foreign entities to which the Notes are connected) or Italian resident individuals engaged in an entrepreneurial activity to which the Notes are connected.

Where an Italian resident Noteholder is an individual holding the Notes not in connection with an entrepreneurial activity and certain other persons, any capital gain realised by such Noteholder from the sale or redemption of the Notes would be subject to an imposta sostitutiva, levied at the current rate of 12.5 per cent. Noteholders may set-off losses with gains.

In respect of the application of the imposta sostitutiva, taxpayers may opt for one of the three regimes described below.

Under the tax declaration regime (regime della dichiarazione), which is the default regime for Italian resident individuals not engaged in an entrepreneurial activity to which the Notes are connected, the imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any incurred capital loss, realised by the Italian resident individual Noteholder holding the Notes not in connection with an entrepreneurial activity pursuant to all sales or redemptions of the Notes carried out during any given tax year. Italian resident individuals holding the Notes not in connection with an entrepreneurial activity must indicate

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the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years.

As an alternative to the tax declaration regime, Italian resident individual Noteholders holding the Notes not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Notes (the risparmio amministrato regime). Such separate taxation of capital gains is allowed subject to (i) the Notes being deposited with Italian banks, SIMs or certain authorised financial intermediaries and (ii) an express election for the risparmio amministrato regime being timely made in writing by the relevant Noteholder. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Notes (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Noteholder or using funds provided by the Noteholder for this purpose. Under the risparmio amministrato regime, where a sale or redemption of the Notes results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Under the risparmio amministrato regime, the Noteholder is not required to declare the capital gains in the annual tax return.

Any capital gains realised by Italian resident individuals holding the Notes not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Notes, to an authorised intermediary and have opted for the so-called risparmio gestito regime will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 12.5 per cent. substitute tax, to be paid by the managing authorised intermediary. Under the risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Noteholder is not required to declare the capital gains realised in the annual tax return.

Any capital gains realised by a Noteholder who is an Italian real estate investment fund to which the provisions of Law Decree No. 351 of 25 September 2001, as subsequently amended, apply, will not be subject to any income tax in the hands of the real estate investment fund.

Any capital gains realised by a Noteholder who is an Italian open-ended or a closed-ended investment fund or a SICAV will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 12.5 per cent. substitute tax.

Any capital gains realised by a Noteholder who is an Italian pension fund (subject to the regime prov ided for by articles 14, 14ter and 14quater, paragraph 1, of Legislative Decree No. 124 of 21 April 1993) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. substitute tax.

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Capital gains realised by non-Italian resident Noteholders, not having a permanent establishment in Italy to which the Note is connected, from the sale or redemption of Notes traded on regulated markets are not subject to the imposta sostitutiva.

Capital gains realised by non-Italian resident Noteholders, not having a permanent establishment in Italy to which the Note is connected, from the sale or redemption of the Notes not traded on regulated markets are not subject to the imposta sostitutiva provided that the effective beneficiary: (i) is resident in a country which allows for a satisfactory exchange of information with Italy; or (ii) is an international entity or body set up in accordance with international agreements which have entered into force in Italy; or (iii) is a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or (iv) is an institutional investor which is resident in a country which allows for a satisfactory exchange of information with Italy, even if it does not possess the status of a taxpayer in its own country of residence.

If none of the conditions described above is met, capital gains realised by non-Italian resident Noteholders from the sale or redemption of the Notes not traded on regulated markets are subject to the imposta sostitutiva at the current rate of 12.5 per cent.

In any event, non-Italian resident individuals or entities without a permanent establishment in Italy to which the Notes are connected that may benefit from a double tax treaty with Italy providing that capital gains realised upon the sale or redemption of the Notes are to be taxed only in the country of tax residence of the recipient, will not be subject to imposta sostitutiva in Italy on any capital gains realised upon the sale or redemption of the Notes.

Italian gift tax

Italian inheritance tax was abolished by Law No. 383 of 18 October 2001 in respect of gifts made or succession proceedings started after 25 October 2001. Transfers of the Notes by reason of gift to persons other than the spouse, siblings, ascendants and descendants or relatives within the fourth degree will be subject to the transfer taxes ordinarily applicable to the relevant transfer for consideration, if due, in respect of the value of the gift received by each person exceeding €180,759.91 (or, in certain cases, €516,456.90).

Transfer tax

Pursuant to Italian Legislative Decree No. 435 of 21 November 1997, which partly amended the regime set forth by Royal Decree No. 3278 of 30 December 1923, the transfer of the Notes may be subject to the Italian transfer tax, which is currently payable at a rate between a maximum of €0.0083 and a minimum of €0.00465 per €51.65 (or fraction thereof) of the price at which the Notes are transferred. Where the transfer tax is applied at a rate of €0.00465 per €51.65 (or fraction thereof) of the price at which Notes are transferred, the transfer tax cannot exceed €929.62.

However, the transfer tax does not apply, inter alia, to: (i) contracts entered into on regulated markets relating to the transfer of securities, including contracts between the intermediary and its principal or between qualified intermediaries; (ii) off-market transactions regarding securities listed on regulated markets, provided that the contracts are entered into (a) between

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banks, SIMs or other financial intermediaries regulated by Decree No. 415 of 23 July 1996 as superseded by Decree No. 58 of 24 February 1998, or stockbrokers; (b) between the subjects mentioned in (a) above, on the one hand, and non-Italian residents, on the other hand; (c) between the subjects mentioned in (a) above, even if non-resident in Italy, on the one hand, and undertakings for collective investment in transferable securities, on the other hand; (iii) contracts related to sales of securities occurring in the context of a public offering (offerta pubblica di vendita) aimed at the listing on regulated markets, or involving financial instruments already listed on regulated markets, (iv) contracts regarding securities not listed on a regulated market entered into between the authorised intermediaries referred to in (ii)(a) above, on the one hand, and non-Italian residents on the other hand.

EU Savings Directive and implementation in Italy

Under EU Council Directive No. 2003/48/EC on the taxation of savings income (the "Savings Directive"), each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the first fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.

Also with effect from 1 July 2005, a number of non-EU countries, and certain dependent or associated territories of certain Member States (currently Jersey, Guernsey, Isle of Man, Netherlands, Antilles, British Virgin Islands, Turks and Caicos, Cayman Islands, Montserrat, Anguilla and Aruba), have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident in one of those territories.

Italy has implemented the directive with Legislative Decree No. 84 of 18 April 2005 ("Decree No. 84"). Decree No. 84 applies to payments of interest made by paying agents established in Italy to beneficial owners who are individuals resident in a different EU Member State or in a dependent or associated territory under the relevant international agreement. Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid from 1 July 2005 (including interest accrued on the Notes at the time of their disposal) to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State (or the territories referred to above), Italian paying agents (that is, banks, SIMs, fiduciary companies, SGRs resident for tax purposes in Italy, permanent establishments in Italy of non-resident persons and any other economic operator resident for tax purposes in Italy paying interest for professional or commercial reasons) shall report to the Italian tax authorities details of the relevant payments and personal information on the individual beneficial owner, namely: identity and residence of the beneficial owner;

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name and address of the paying agent; account number of the beneficial owner or, otherwise, information of the debt claim giving rise to the interest payment and amount of interest paid.

Such information is transmitted by the Italian tax authorities to the competent foreign tax authorities of the State of residence of the beneficial owner. In certain circumstances, the same reporting requirements must be complied with also in respect of interest paid to certain entities established in another Member State, other than legal persons (with the exception of certain Finnish and Swedish entities), whose profits are taxed under general arrangements for business taxation and, in certain circumstance, UCITs recognised in accordance with Directive 85/611/EEC.

Companies, similar entities subject to taxation on business profits, UCITs passported under the Directive No. 85/611/EEC and non passported UCITs that have elected to be treated like passported, are excluded from the application of Decree No. 84.

Both payments of interest on the Notes and the realisation of capitalised interest through a sale of the Notes would constitute "payments of interest" under Article 6 of the Directive and, as far as Italy is concerned, Article 2 of the Decree No. 84. Accordingly, such payment of interest arising out of the Notes falls within the scope of the Directive being the Notes issued after 1 March 2001 (see article 15 of the Directive and article 2(5) of Decree No. 84).

TAXATION IN LUXEMBOURG

The following is a general description of certain Luxembourg tax considerations relating to the Notes. It specifically contains information on taxes on the income from the securities withheld at source and provides an indication as to whether the issuer assumes responsibility for the withholding of taxes at the source. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in Luxembourg or elsewhere. Prospective purchasers of the Notes should consult their own tax advisers as to which countries' tax laws could be relevant to acquiring, holding and disposing of the Notes and receiving payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of Luxembourg. This summary is based upon the law as in effect on the date of this Prospectus. The information contained within this section are limited to certain taxation issues, and prospective investors should not apply any information set out below to other areas, including (but not limited to) the legality of transactions involving the Notes.

Withholding Tax

All payments of interest and principal by the Issuer under the Notes can be made free and clear of any withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or taxing authority thereof or therein, in accordance with applicable Luxembourg laws and administrative practice subject, however, to the application of the Luxembourg law of 21 June 2005 implementing the Savings Directive (see "EU Savings Directive and implementation in Luxembourg"), which may be applicable in the event of the Issuer appointing a paying agent in Luxembourg within the meaning of the above-mentioned Directive.

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Responsibility for the withholding of tax in applic ation of the Luxembourg law of 21 June 2005 implementing the Savings Directive is assumed by the paying agent and not by the Issuer.

In addition, as regards Luxembourg resident individuals, the Luxembourg government recently announced its plan to introduce a 10% final withholding tax on savings interest starting with the year 2006. The responsibility of this withholding tax would also be borne by the paying agent within the meaning of this bill.

EU Savings Directive and implementation in Luxembourg

On 3 June 2003, the EU Council of Economic and Finance Ministers adopted the Savings Directive. The Savings Directive is, in principle, applied by Member States as from 1 July 2005 and has been implemented in Luxembourg by the Law of 21 June 2005. Under the Savings Directive, each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a paying agent within the meaning of the EU Savings Directive to an individual or certain types of entities called "residual entities" resident(s) in that other Member State. For a transitional period, however, Austria, Belgium and Luxembourg may apply an optional information reporting system whereby if a beneficial owner does not comply with one of two procedures for information reporting, the Member State will levy a withholding tax on payments to such beneficial owner, at rates rising over the course of the transitional period to 35%. The transitional period is to commence on the date from which the Savings Directive is to be applied by Member States and to terminate at the end of the first fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.

Also with effect from 1 July 2005, a number of non-EU countries (Switzerland, Andorra, Liechtenstein, Monaco and San Marino) and certain dependent or associated territories of certain Member States have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a paying agent within its jurisdiction to, or collected by such a paying agent for, an individual or a residual entity in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories (Jersey, Guernsey, Isle of Man, Montserrat, British Virgin Islands, Netherlands Antilles and Aruba) in relation to payments made by a paying agent in a Member State to, or collected by such a paying agent for, an individual or a residual entity resident in one of those territories.

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PLAN OF DISTRIBUTION

Original Notes

Caboto Holding SIM S.p.A., Merrill Lynch International, Paribas, Banque Nationale de Paris, Carisbo S.p.A., Banca Akros S.p.A., Barclays Bank PLC, ICCREA S.p.A., Bank Austria Aktiengesellschaft, Cassa di Risparmio di Alessandria S.p.A., CDC Marches, Credit Commercial de France, Credit Lyonnais, Goldman Sachs International, Bayerische Hypo und Vereinsbank AG and Westdeutsche Landesbank Girozentrale (together, the "First Portfolio Managers") severally agreed pursuant to the First Subscription Agreement to subscribe and pay the Issuer for the First Portfolio Notes.

Banca d'Intermediazione Mobiliare IMI, Morgan Stanley & Co. International Limited, UBS AG, acting through its business group, UBS Warburg, UBS Warburg Ltd., Banca Nazionale del Lavoro S.p.A., Barclays Bank PLC and Caboto Holding SIM S.p.A. (together, the "Second Portfolio Managers") severally agreed pursuant to the Second Subscription Agreement to subscribe and pay the Issuer for the Second Portfolio Notes.

Morgan Stanley & Co. International Limited, UBS AG, acting through its business group, UBS Warburg and UniCredito Banca Mobiliare S.p.A. (together, the "Third Portfolio Managers") severally agreed pursuant to the Third Subscription Agreement to subscribe and pay the Issuer for the Third Portfolio Notes.

Banca IMI S.p.A., J.P. Morgan Securities Ltd. and Lehman Brothers International (Europe) (together, the "Fourth Portfolio Managers") severally agreed pursuant to the Fourth Subscription Agreement to subscribe and pay the Issuer for the Fourth Portfolio Notes.

Banca Caboto S.p.A., Credit Suisse First Boston (Europe) Limited and J.P. Morgan Securities Ltd. (together, the "Fifth Portfolio Managers") severally agreed pursuant to the Fifth Subscription Agreement to subscribe and pay the Issuer for the Fifth Portfolio Notes.

The First Portfolio Notes, Second Portfolio Notes, Series 4A Note s and Series 5 Notes have been redeemed in full. In respect of the outstanding Notes, the Issuer paid to the relevant Managers the following combined management and underwriting commission on the principal amount of the relevant Notes:

Series 5A Notes Series 6 Notes Series 7 Notes Series 8 Notes

Combined management and underwriting commission

0.03% 0.03% 0.0376% 0.03%

Selling Restrictions of the outstanding Original Notes

The offering of the outstanding Original Notes and the distribution of the offering circulars relating thereto were in each subject to selling restrictions, both of a general nature in and in relation to specific countries including the United States, the United Kingdom and the Republic of Italy.

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Sixth Subscription Agreement

MCC S.p.A. - Capitalia Gruppo Bancario with registered office at Via Piemonte 51, Rome, Italy, Société Générale London Branch with principal office at 41 Tower Hill, London EC3N 4SG, United Kingdom and UBS Limited with registered office at 1 Finsbury Avenue, London EC2M 2PP, United Kingdom (together, the "New Managers") will severally agree pursuant to the Sixth Subscription Agreement to subscribe and pay for the New Notes, in each case at the issue price of 100 per cent. of their principal amount.

The Issuer will pay to the New Managers the following combined management and underwriting commission on the principal amount of the New Notes:

Series 7A Notes Series 9 Notes Series 10 Notes

Combined management and underwriting commission

0.015% 0.015% 0.015%

The Sixth Subscription Agreement is subject to a number of conditions and may be terminated by the New Managers in certain circumstances prior to payment for the New Notes to the Issuer. The Issuer has agreed to indemnify the New Managers against certain liabilities in connection with the issue of the New Notes.

Selling Restrictions of the New Notes

General

With the exception of the approval by the CSSF of this Prospectus as a prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg, no action has been or will be taken in any country or jurisdiction by the Issuer or the New Managers that would permit a public offering of New Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands the Prospectus comes are required by the Issuer and the New Managers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver New Notes or have in their possession or distribute such offering material, in all cases at their own expense.

The New Managers shall not be bound by any of the restrictions relating to any specific jurisdiction (set out below) to the extent that such restrictions shall, as a result of change(s) or change(s) in official interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the New Managers described in the paragraph headed "General" above.

United States of America

The New Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the

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Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transaction permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder.

Each New Manager has agreed that, except as permitted by the Sixth Subscription Agreement, it will not offer or sell Notes (i) as part of its distribution at any time; or (ii) otherwise until 40 days after the later of the date of commencement of the offering of the Notes and the New Issue Date (the "distribution compliance period"), within the United States or to, or for the account or benefit of, U.S. persons, and that it will have sent to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. per sons.

In addition, until 40 days after the commencement of the offering, an offer or sale of the Notes within the United States by any dealer (whether or not participating in this offering) may violate the requirements of the Securities Act.

United Kingdom

Each New Manager has represented and agreed with the Issuer that:

(1) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(2) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Notes in, from or otherwise involving the United Kingdom.

Republic of Italy

Each New Manager has acknowledged that no action has been taken which allows an offering (or a sollecitazione all'investimento) of the New Notes to the public in the Republic of Italy, nor will any action be taken which allow an offering (or a sollecitazione all'investimento) of the New Notes to the public in the Republic of Italy, unless in compliance with the relevant Italian securities, tax and other applicable laws and regulations.

Accordingly, each New Manager has represented and agreed that it has not offered, sold or delivered, and will not offer, sell or deliver, and has not distributed and will not distribute and has not made and will not make available in the Republic of Italy any New Notes, this Prospectus nor any other offering material relating to New Notes other than:

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(a) to "Professional Investors", as defined in article 31, paragraph 2 of CONSOB Regulation No. 11522 of 1 July 1998 ("Regulation No. 11522"), pursuant to article 30, paragraph 2 and article 100 of Legislative Decree No. 58 of 24 February 1998 ("Decree No. 58");

(b) through investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 ("Decree No. 385"), Decree No. 58, Regulation No. 11522 and any other applicable laws and regulations;

(c) in compliance with article 129 of Decree No. 385 and the implementing instructions of the Bank of Italy, pursuant to which the issue or placement of securities in Italy is subject to prior notification to the Bank of Italy, unless an exemption, depending, inter alia, on the amount of the issue and the characteristics of the securities, applies; and

(d) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each New Manager has represented, warranted and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State (the "Relevant Implementation Date") it has not made and will not make an offer of New Notes to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer New Notes to the public in that Relevant Member State:

(a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those New Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, and ending on the date which is 12 months after the date of such publication;

(b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) an annual turnover of more than Euro 50,000,000, all as shown in its last annual or consolidated accounts; or

(d) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression "offer of Notes to the public" in relation to any New Notes in any Relevant Member State means the communication in any form and by

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any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to purchase or subscribe the New Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Japan

The New Notes have not been and will not be registered under the Securities and Exchange Law of Japan and, accordingly, each New Manager has undertaken that it will not offer or sell any New Notes directly or indirectly, in Japan or to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

Singapore

The Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (the "MAS") under the Securities and Futures Act (Chapter 289 of Singapore) (the "Securities and Futures Act").

Accordingly the New Notes may not be offered or sold or made the subject of an invitation for subscription or purchase nor may the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any New Notes be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (i) to an institutional investor or other person falling within Section 274 Securities and Futures Act, (ii) to a sophisticated investor (as defined in Section 275 Securities and Futures Act) and in accordance with the conditions specified in Section 275 Securities and Futures Act) or (iii) otherwise than pursuant to, and in accordance with, the conditions of any other applicable provision of the Securities and Futures Act.

China

The Prospectus does not constitute a public offer of the New Notes, whether by way of sale or subscription, in the Peoples Republic of China ("PRC"). The New Notes are not being offered and may not be offered or sold directly or indirectly in the PRC to, or for the benefit of, legal or natural persons of the PRC. According to the laws and regulatory requirements of the PRC, the New Notes may only be offered or sold to natural or legal persons in Taiwan, Hong Kong or Macau or any country other than the PRC, whether by means of the Prospectus or otherwise.

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GENERAL INFORMATION

Listing

The Original Notes have been listed on the Luxembourg Stock Exchange.

Application has been made for the New Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange.

Authorisations

The creation and issue of the New Notes was authorised by a resolution of the board of Directors of the Issuer dated 24 November 2005. All authorisations, consents and approvals required to be obtained by the Issuer for, or in connection with, the creation and issue of the Notes, the execution, delivery and performance by the Issuer of the obligations expressed to be undertaken by it under the Transaction Documents to which it is a party and the distribution of this Prospectus have been obtained and are in full force and effect.

Clearing of the Notes

The outstanding Notes and the New Notes have been accepted for clearance through Monte Titoli, Euroclear and Clearstream Luxembourg which have accorded the following International Securities Identification Numbers ("ISINs") and Common Codes thereto:

ISIN Common Code

Series 5A Notes IT0003749352 020515970

Series 6 Notes IT0003341770 015169478

Series 7 Notes IT0003505440 017316443

Series 7A Notes IT0003953350 023667428

Series 8 Notes IT0003749360 020516003

Series 9 Notes IT0003953376 023667517

Series 10 Notes IT0003953384 023667568

Litigation

The Issuer is not nor has it been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months before the date of this Prospectus which may have, or have had in the recent past, significant effects on its financial position or profitability.

No significant change

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Save as disclosed in this Prospectus, there has been no material adverse change in the prospects of the Issuer since 31 December 2004, nor has there been any significant change in the financial or trading position of the Issuer, which has occurred since 31 December 2004.

Documents available for inspection

For so long as any Notes remain outstanding, copies and, where appropriate, English translations of the following documents may be inspected during normal business hours at the specified office of the Luxembourg Paying Agent, the Representative of the Noteholders and the Issuer:

(a) the following contracts:

(i) the Receivables Purchase Agreements;

(ii) the Issuer Corporate Services Agreement;

(iii) the Convenzioni;

(iv) the Hedging Agreements, the Hedging Agreement Credit Support Annexes and the Swap Guarantees;

(v) the Intercreditor Agreement;

(vi) the Deeds of Charge;

(vii) the Letter of Undertaking;

(viii) the Report Audit Agreement;

(ix) the Agency Agreement;

(x) the Subscription Agreements; and

(xi) the Warranty and Indemnity Agreements;

(b) the latest Note Payment Report (in January and July each year), Semi-Annual Performance Report (in February and August each year) and Quarterly Performance Update (in May and November each year).

(c) all documents incorporated by reference into this Prospectus (for further details, see "Information incorporated by reference").

Estimated fees

The estimated fees and expenses payable by the Issuer in connection with the securitisation of the Portfolio amount to approximately €255,000 per annum. The estimated fees and expenses payable by the Issuer in connection with the issue of the New Notes is €788,999.

Interests of natural and legal persons involved in the issue/offer

The persons involved in the issue and offer of the New Notes have no interests, including conflicting interests, that are material to the issue and offer of the New Notes.

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Post-issuance information

Information on the transaction shall be given to investors following the issue of the New Notes through the following reports prepared on behalf of the Issuer: the Note Payment Reports (in January and July each year), the Semi-Annual Performance Reports (in February and August each year) and the Quarterly Performance Updates (in May and November each year). Such reports may be inspected during normal business hours at the specified office of the Luxembourg Paying Agent, the Representative of the Noteholders and the Issuer. See "Performance Reporting" for a description of the contents of those reports.

Information for holders of Original Notes

This Prospectus is provided for information purposes only to the holders of the Original Notes following, inter alia, changes to the terms and conditions of the Original Notes upon the issue by the Issuer of the New Notes, as described herein. Copies of the Transaction Documents (including the documents entered into on or about the date of this Prospectus) and other information listed under "Documents available for inspection" above may be inspected by the holders of the Original Notes during normal business hours at the specified office of the Luxembourg Paying Agent, the Representative of the Noteholders and the Issuer, together with a copy of the notice to be published by the Issuer on or about the New Issue Date for the benefit of the holders of the Original Notes in connection with the changes to the terms and conditions of the Original Notes.

The principal changes made to the terms and conditions of the Original Notes upon the issue of the New Notes include:

(i) Recitals to the Conditions: amended to include (a) a description of the issue of the New Notes, (b) a description of the new Transaction Documents being signed upon the issue of the New Notes, and (c) updated definitions resulting from the New Notes being issued and the new Transaction Documents being signed;

(ii) Condition 4.1: amended to include payments in respect of (i) the New Notes being issued, (ii) the New Hedging Counterparties entering into hedging agreement in connection with the New Notes, and (iii) a new Expense Reserve for Euro 200,000 for use by the Issuer during the Interest Periods in connection with ongoing expenses. Furthermore the Debt Service Reserve has been removed from the Priority of Payments and the Third Portfolio Debt Service Reserve will only be replenished until the Interest Payment Date on which the Third Portfolio Notes are redeemed in full at which point, the Third Portfolio Initial Deferred Purchase Price will be paid to INPS;

(iii) Condition 4.2: amended to include payments in respect of (i) the New Notes being issued, and (ii) the New Hedging Counterparties entering into hedging agreements in connection with the New Notes;

(iv) Condition 5: the provision on payments of interest have been amended to include the interest payable in respect of the New Notes;

(v) Condition 5.2.2: amended to reflect a change in the screen used for fixing EURIBOR;

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(vi) Condition 6: the provision on redemption of principal have been amended to include the principal payable in respect of the New Notes;

(vii) Condition 14: amended to provide that notices to Noteholders may be published on the website of the Luxembourg Stock Exchange at www.bourse.lu rather than published in the d'Wort; and

(viii) Condition 15: amended to provide that notice of any issue of further notes or taking of loans in accordance w ith Condition 15 will be notified to the Noteholders.

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ANNEX 1

THE ISSUER

The following is a description of the Issuer of the Notes.

Introduction

The Issuer was incorporated in the Republic of Italy pursuant to Article 13 as a joint stock company on 8 November 1999 under the name of Società di cartolarizzazione dei crediti INPS - S.C.C.I. S.p.A. and registered with number 31171 in the register held by Ufficio Italiano dei Cambi pursuant to Article 106 of the Banking Act. The Issuer has been registered with number 05870001004 in the register of enterprises held in Rome, in the special register held by the Bank of Italy provided for by Article 107 of the Banking Act and assigned an ABI code of 32349.3. The duration of the Issuer is up to 2050.

Since the date of its incorporation the Issuer has not engaged in any business other than the purchase and securitisation of the Original Portfolio, the entry into the agreements referred to in item 8(c) of "General Information" below, the listing of the Series 5 Notes, Series 6 Notes and Series 7 Notes on the EuroMOT and the application for the listing of the Series 5A Notes and the Series 8 Notes on the EuroMOT, no dividends have been declared or paid and no indebtedness, other than the Original Notes and the Issuer's costs and expenses of incorporation, has been incurred by the Issuer. The Issuer has no employees.

The issued share capital of the Issuer is €100,000, divided into 1,000 shares of €100 each, fully paid up as to €100,000. No decision has been taken to issue further capital. The shareholders of the Issuer are as follows:

Stichting Castore 960 shares

Stichting Polluce 40 shares

Neither of the Quotaholders has unlimited liability. There is no direct or indirect ownership or control of the Issuer apart from by its Quotaholders and Directors.

Principal Activities

The principal objects of the Issuer, as set out in Article 2 of its By-laws (statuto), are to acquire social security contributions in arrears due to INPS and to issue asset-backed securities, each pursuant to article 13 of Law No. 448 of 23 December 1998, as amended from time to time.

So long as any of the Notes remain outstanding, the Issuer shall not, without the consent of the Representative of the Noteholders or as permitted by the Transaction Documents (as provided in Condition 3 (Covenants) and in the Intercreditor Agreement), incur any other indebtedness for borrowed monies o r engage in any business (other than acquiring and holding the Portfolio, issuing the Notes and entering into the Transaction Documents to which it is a party), pay any dividends, repay or otherwise return any equity capital, have any subsidiaries, employees or premises, consolidate or merge with any other person or convey or transfer its

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property or assets to any person (otherwise than as contemplated in the Conditions) or issue any shares.

The Issuer will covenant to observe, inter alia, those restrictions which are detailed in Condition 3 (Covenants) of the Notes.

Directors and statutory auditors

The current directors of the Issuer (the "Directors"), their respective business addresses and principal activities outside the Issuer (where these are significant with respect to the Issuer) are as follows:

Name Business Address Principal Activities

Gordon Edwin Charles Burrows (Chairman)

Via Cassia 1170, 00189 Rome Company Director

Gabriele Perrotti (Vice President)

Via Fiume Giallo 324, 00144 Rome Company Director

Gabriele Boleso Via L. Muratori 29, 20135 Milan Company Director

The Directors were each appointed on 29 April 2004 for a period of three fiscal years, and, in any case, until the approval of the financial statements for the fiscal year ending on 31 December 2006.

The statutory auditors of the Issuer (the "Statutory Auditors"), their respective business addresses and principal activities outside the Issuer (where these are significant with respect to the Issuer) are as follows:

Name Business Address Principal Activities

Alberto Amati (Chairman)

Via Olivella 54, 40100 Serravalle (Republic of San Marino)

Company auditor

Bruno De Cristofaro Via Po 24, 00198 Rome Company auditor

John Alexander Stewart Via San Vito 7, 20123 Milan Company auditor

Alessandra Cislaghi Via San Vito 7, 20123 Milan Company auditor

Gian Paolo Giannini Via San Vito 7, 20123 Milan Company auditor

Each of the Statutory Auditors is registered inter alia in the list of auditors in accordance with Ministerial Decree dated 12 April 1995, published in the Official Gazette no. 31-bis of 21 April 1995, or in accordance with the Ministerial Decree dated 15 October 1999, published in the Official Gazette no. 87 of 2 November 1999.

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The appointment of the Statutory Auditors was renewed on 29 April 2004 for the period of three fiscal years from 2004, and, in any case, until the approval of the financial statements for the fiscal year ending on 31 December 2006.

Registered office

The Issuer's registered office is located at Largo Chigi 5, 00187 Rome, Italy and its telephone number is: +39 06 697 7571 (contact: Francesco Scolamiero / Veronica Gentiloni / Erminio Ripamonti).

Financial statements of the Issuer

The Issuer produces proper accounts (ordinata contabilità interna) and audited (to the extent required by applicable laws or listing rules) financial statements in respect of each financial year. The Issuer is not obliged by law to prepare interim financial statements. The next financial statements in respect of the Issuer will be prepared in relation to the year ending 31 December 2005.

The financial statements prepared by the Issuer are prepared according to the national accounting standards applicable in Italy. The financial statements have been audited by the Auditors in accordance with the auditing standards recommended by Commissione Nazionale per le Società e la Borsa (the Italian Commission for Companies and the Italian Stock Exchange).

The audited financial statements of the Issuer in respect of the years ended 31 December 2003 and 31 December 2004 are incorporated in this Prospectus by reference. See "Important Notices - Information incorporated by reference". The financial statements for these periods have been audited by PKF Italia S.p.A., whose registered office is at Viale Vittorio Veneto 10, Milan, Italy. The Auditor is registered under No. 31 in the special register (Albo speciale) held by CONSOB pursuant to Article 161 of Legislative Decree No. 58 of 24 February 1998, as amended, and under No. 132587 in the Register of Accountant Auditors (Registro dei Revisori Contabili) in compliance with Legislative Decree No. 88 of 27 January 1992.

Save for its share capital and the Notes, as at the date of this document, the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities.

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ANNEX 2

INPS

The following is a description of INPS, who acts as Originator of the Portfolio and servicer in respect thereto.

Introduction

INPS is a public juridical entity which was established pursuant to Royal Decree No. 1827 of 4 October 1935, converted into law, with amendments, by Law No. 1155 of 6 April 1936, as amended. The registered office of INPS is at Via Ciro il Grande 21, Rome, Italy.

As a public body INPS cannot be declared bankrupt (Article 1 of the Bankruptcy Law, No. 267 of 1942). INPS is a fundamental instrument of social security policy for the Italian State and therefore the liquidation of INPS could affect the constitutional requirement to provide social security services as contemplated by Article 38 of the Italian Constitution. Consequently should INPS cease its activities, the Italian State would have to act directly to fulfil those aims or transfer the duties and functions previously performed by INPS to another public body.

INPS is the main Italian institution providing social security provisions to over 15 million people. Its annual turnover is estimated to be more than one sixth of Italian gross domestic product.

Every year INPS on average manages the social security contributions relating to/for the benefit of:

• approximately 1,520,000 aziende with 15,100,000 employees; • approximately 1,730,000 craftsmen; • approximately 1,700,000 tradesmen; • approximately 210,000 farmers with 900,000 employees; • approximately 500,000 autonomous country workers; and • approximately 3,600,000 parasubordinati.

Objectives of INPS

INPS provides a wide range of social provisions to contributors and non-contributors alike, including retirement pensions, invalidity pensions, family benefit, unemployment benefit and compensation for temporary lay-offs, sickness benefit and maternity benefit.

Contributors

INPS requires contributions to be made from all private sector employers also on behalf of their employees and self-employed individuals.

Funding

Italy operates a "pay-as-you-go" pension system where contributions form the main source of funding.

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Calculation of contributions

Contributions due from the employers for the employees are calculated as a percentage of wages. The contribution is paid partly by the employer and partly by the employee through a deduction from salary.

Self-employed individuals pay a fixed quarterly amount plus a variable component based upon the income derived from the business.

Geographical presence

INPS has a presence throughout Italy, with 20 regional offices and 476 local branches.

Information management system

INPS has developed a sophisticated system to ensure the timely collection of contributions and payment of benefits. The central office in Rome has laid down guidelines for all local INPS offices as to the hardware they are permitted to purchase in order that minimum standards of compatibility and performance are maintained. Most of the software applications are developed in-house by INPS with the help of software designers.

Management and supervisory bodies

INPS is an autonomous public institution with independent legal status, supervised by the Ministry of Labour and Social Policies and the Ministry of Economy and Finance.

The corporate bodies of INPS are:

• the Chairman; • the Board of Directors; • Consiglio di Indirizzo e Vigilanza ("C.I.V."); and

• the General Director.

The supervisory bodies are:

• the Collegio dei Sindaci; and • the Magistrato della Corte dei Conti.

INPS' financial statements

The financial and economic position of INPS can be summarised from its approved financial statements for the year ending 31 December 2004. As a public entity, part of the Italian public administration, INPS produces accounts based on the accounting policies of such public administrations which are audited by statutory internal auditors and approved by C.I.V.. The financial statements of INPS are prepared by the Chairman with the assistance of the Direzione centrale finanza contabilità e bilancio and are submitted for approval to the Board of Directors and C.I.V. (see "Management and supervisory bodies" above). The approval process is monitored by the st atutory auditors (Collegio dei Sindaci) of INPS and by a magistrate of the Corte dei Conti (the court empowered to supervise the expenses incurred by the Italian State). Law No. 88 of 9 March 1989 provides that the procedure set out above is

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to be completed by 31 July of each year. Upon approval, the financial statements are transmitted to the Ministry of Economy and Finance and to the Ministry of Labour and Social Policies for their examination (esame). Following the examination by the Ministry of Economy and Finance and the Ministry of Labour and Social Policies, the financial statements are published. The financial statements for the year ended 31 December 2004 are currently before the Ministry of Economy and Finance and the Ministry of Labour and Social Policies for examination (esame).

Sources and uses of funds (Euro million)

INPS cash requirements 66,482

Decrease in cash holdings 3,203

Total funding requirement 63,279

Sources of funds

State transfers 65,700

Treasury advances 2,768

Refunds to Treasury -5,189

Total funds 63,279

Liquid funds available (Euro million)

Funds available at Bank of Italy and

Post Office

Bank Accounts

Total

1 January 2004 24,978 1,129 26,107

31 December 2004 22,007 897 22,904

Net Change -2,971 -232 -3,203

Summary of statement of revenues and expenses (Euro million)

Year Income Charges Net Profit/ Loss for the

Financial Period

Financial Deficit

SCAU Financial

Surplus

Aggregate Financial

Deficit

2003 197,825 197,420 405 16,952 32 16,984

2004 210,076 204,812 5,264 22,215 33 22,248

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Net change

Nominal 12,251 7,392 4,859 5,263 1 5,264

% 6.2% 3.7% 0% 31% 3.1% 31%

Balance sheet (Euro million)

Outstanding Net Change Assets at 1/1/2004 at 31/12/2004 Nominal %

Cash at bank and in hand 26,107 22,904 -3,203 -12.3%

Other assets 59,284 64,842 5,558 9.4%

Accrued income 15,634 16,670 1,036 6.6%

Due from banks 3,467 3,822 355 10.2%

Other assets 126 139 13 10.3%

Securities 24 24 0 0.0%

Real estate 502 342 -160 -31.9%

Tangible assets 948 1,030 82 8.6%

Employees' social security deficit provision

32 30 -2 -6.3%

Provision for other long term costs (altri costi pluriennali)

38 71 33 86.8%

Total Assets 106,162 109,874 3,712 3.5%

Deficit 14,717 11,778 -2,939 -2.0%

Total Balance 120,879 121,652 773 0.6%

Deficit -14,717 11,778 2,939 -20%

Mandatory reserves 31,669 33,993 2,324 7.3%

Servizio per i Contributi Agricoli Unificati

32 33 1 3.1%

Net Deficit 16,984 22,248 5,264 31%

Outstanding Net Change Liabilities at 1/1/2004 at 31/12/2004 Nominal %

Liabilities to Bank of Italy 32,414 27,937 -4,477 -13.8%

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Bank current account overdrafts 10,715 12,770 2,055 19.2%

Other liabilities 15,885 17,322 1,437 9%

Accrued expenses 4,590 4,561 -29 -0.6%

Bank and financial debts 404 277 -127 -31.4%

Other liabilities 3,860 4,079 219 5.7%

Provisions 5,160 3,652 -1,508 -29.2%

Asset adjustments 16,149 17,027 878 5.4%

Liabilities to Istituto Nazionale per l'Assicurazione contro gli Infortuni sul Lavoro

1 1 0 0%

Total Liabilities 89,178 87,626 -1,552 -1.7%

Net Equity 31,701 34,026 2,325 7.3%


Equity surplus ex Servizio per i Contributi Agricoli Unificati

32 33 1 3.1%

Total Balance 120,879 121,652 773 0.6%

Selected financial data (Euro million)

Items Statement for 2003

Statement for 2004

Net Change %

1. Net First Portfolio Financial Position

Capital account -12,888 -14,717 -1,829 -14.2%


Equity surplus ex Servizio per i Contributi Agricoli Unificati

32 32 0 0%

Total 16,579 16,984 405 2.4%

2. Revenue and Expenses

Revenue 197,825 210,076 12,251 6.2%

Expenses 197,420 204,812 7,392 3.7%

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Deficit for the Financial Period 405 5,264 4,859

3. Net Financial Position at Year End

Equity deficit -14,717 -11,778 2,939 -20%


Equity Surplus Ex Servizio per i Contributi Agricoli Unificati

32 33 1 3.1%

Total 16,984 22,248 5,264 31%

1. Net Financial Position at start of Financial Period

16,579 16,984 405 2.4%

2. Income

Current financial earnings 175,493 184,561 9,068 5.2%

Non-financial items 22,232 25,515 3,183 14.3%

Total Income 197,825 210,076 12,251 6.2%

3. Charges

Current financial expenses 173,745 180,578 6,833 3.9%

Non-financial items 23,675 24,234 559 2.4%

Total Charges 197,420 204,812 7,392 3.7%

4. Profit/loss for the financial period 405 5,264 4,859

5. Net Financial Position at Year End 16,984 22,248 5,264 31%

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ANNEX 3

THE HEDGING COUNTERPARTIES AND SWAP GUARANTORS

The following is a description of the entities which have entered into Hedging Agreements or Swap Guarantees for the purposes of the Notes.

Original Hedging Counterparties

The information provided below in relation to the Original Hedging Counterparties was provided thereby for the purposes of the offering circulars prepared by the Issuer at the time of entering into the Original Hedging Agreements with such Original Hedging Counterparties. This information is accurately reproduced from such offering circulars for information purposes only and provides information that was up-to-date at the time such information was contained in the relevant offering circulars.

Banca Intesa S.p.A.

Banca Intesa S.p.A. is the parent company of Italy's largest banking group ("Gruppo Intesa") in terms of total assets (€267 billion as of 30 June 2004), loans to customers (€154 billion), direct customer deposits (€179 billion) and customer deposits under administration (€466 billion). The Gruppo Intesa provides a wide range of services and products to its more than 7 million retail customers, nearly 1 million corporate customers in Italy and 2.5 million customers abroad. It relies on a network of over 3,000 branches located in all the Italian regions and 600 branches abroad. Gruppo Intesa ranks among the main banks in Croatia, Hungary and Slovakia through its local subsidiaries and is present in about 30 countries with a specialised international network.

Credit Suisse First Boston International

Credit Suisse First Boston International ("CSFBi") was incorporated in England and Wales under the Companies Act 1985, on 9 May 1990, with registered no. 2500199 and was re-registered as an unlimited liability company under the name "Credit Suisse Financial Products" on 6 July 1990. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ. CSFBi is an English bank and is regulated as an EU credit institution by The Financial Services Authority ("FSA") under the Financial Servi ces and Markets Act 2000. The FSA has issued a scope of permission notice authorising the Issuer to carry out specified regulated investment activities. With effect from 27 March 2000, CSFBi was renamed "Credit Suisse First Boston International".

CSFBi is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of CSFBi in the event of its liquidation.

CSFBi commenced business on 16 July 1990. Its principal business is banking, including the trading of derivative products linked to interest rates, equities, foreign exchange and credit. The primary objective of CSFBi is to provide comprehensive treasury and risk management derivative product services world-wide. CSFBi has established a significant presence in global derivative markets through offering a full range of derivative products and continues to

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develop new products in response to the needs of its customers and changes in underlying markets. CSFBi is part of the Credit Suisse First Boston business unit of Credit Suisse Group. Credit Suisse First Boston is a leading global investment bank, serving institutional, corporate, government and individual clients.

Credit Suisse First Boston owns 56 per cent, Credit Suisse First Boston (International) Holding AG, a wholly owned subsidiary of Credit Suisse First Boston, owns 24 per cent and Credit Suisse Group owns 20 per cent of CSFBi's ordinary voting shares. Credit Suisse First Boston and Credit Suisse First Boston (International) Holding AG have entered into a voting agreement relating to the election of directors. With respect to CSFBi's participating non-voting shares (other than an issue of "Class A" participating non-voting shares) Credit Suisse First Boston owns 4.9 per cent, Credit Suisse First Boston (UK) Investments, a wholly owned subsidiary of Credit Suisse First Boston, owns 75.1 per cent and Credit Suisse Group owns 20 per cent. In addition, Credit Suisse First Boston and Credit Suisse First Boston (UK) Investments each hold half of the Issuer's "Class A" participating non-voting shares and Credit Suisse First Boston (UK) Investments holds 80 per cent and Credit Suisse Group holds 20 per cent of the Issuer's perpetual non-cumulative "Class A" preference shares.

JPMorgan Chase Bank, National Association

JPMorgan Chase Bank, National Association (for the purposes of this description, "JPMCB") is a wholly-owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation. JPMCB is a commercial bank offering a wide range of banking services to its customers both domestically and internationally. It is chartered, and its business is subject to examination and regulation, by the Office of the Comptroller of the Currency, a bureau of the United States Department of the Treasury. It is a member of the Federal Reserve System and its deposits are insured by the Federal Deposit Insurance Corporation.

Effective 1 July 2004, Bank One Corporation merged with and into JPMorgan Chase & Co., the surviving corporation in the merger, pursuant to the Agreement and Plan of Merger dated as of 14 January 2004.

Prior to 13 November 2004, JPMCB was in the legal form of a banking corporation organised under the laws of the State of New York and was named JPMorgan Chase Bank. On that date, it became a national banking association and its name was changed to JPMorgan Chase Bank, National Association (the "Conversion"). Immediately after the Conversion, Bank One, N.A. (Chicago) and Bank One, N.A. (Columbus) merged into JPMCB.

Additional information, including the most recent Form 10-K for the year ended 31 December 2003, of JPMorgan Chase & Co. and additional annual, quarterly and current reports filed with the Securities and Exchange Commission by JPMorgan Chase & Co., as they become available, may be obtained from the Securities and Exchange Commission's Internet site (http://www.sec.gov), or without charge by each person to whom this Official Statement is delivered upon the written request of any such person to the Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.

MSCS

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MSCS is a Delaware corporation which conducts forward payment business, including interest rate swaps, currency swaps and interest rate guarantees with institutional clients.

Sanpaolo IMI S.p.A.

Sanpaolo IMI S.p.A. ("Sanpaolo IMI") is incorporated as a limited liability company (società per azioni or S.p.A.) under the laws of Italy. Sanpaolo IMI was created on 1 November 1998 by the merger (the "Merger") of Istituto Bancario San Paolo di Torino S.p.A. ("IBSPT") and Istituto Mobiliare Italiano S.p.A. ("IMI"). Sanpaolo IMI is the legal successor of both IBSPT and IMI and all rights previously exercised and all obligations and liabilities previously incurred by IBSPT and IMI have passed to Sanpaolo IMI.

Unicredito

UniCredito is a bank incorporated as a limited liability company (Società per Azioni or S.p.A.) under the laws of Italy on 28 April 1870 and is based in Milan. UniCredito and its subsidiaries form one of the largest financial services groups in Italy and are engaged in a wide range of banking, financial and related activities, in Italy and abroad.

New Hedging Counterparties

The information contained in the following paragraphs has been provided by Société Générale or UBSL, as appropriate for use in this Prospectus. Except for the information as set out below, neither Société Générale or UBSL or their respective affiliates have been involved in the preparation of, or accept responsibility for, this Prospectus as a whole.

Société Générale S.A.

Société Générale S.A. is a French limited liability company (société anonyme) having the status of a bank and is registered in France in the Commercial Register under number 552120222. It has its registered office at 29 Boulevard Haussman, 75009 Paris (France) and its head office at Tour S.G., 17, Cours Valmy, 97972 Paris La-Défense.

Société Générale S.A. was incorporated by deed approved by the decree of 4 May 1864. Société Générale S.A. shareholders' equity stood at Euro 18.6 billion at 31 December 2004. The total assets of Société Générale S.A. and its subsidiaries (the "Société Générale Group") were Euro 601.1 billion as at 31 December 2004.

The short-term unsecured obligations of Société Générale S.A. are rated A-1+ by S&P, P-1 by Moody's and F1+ by Fitch Ratings and the long-term obligations of Société Générale S.A. are rated AA- by S&P, Aa3 by Moody's and AA- by Fitch Ratings.

The information contained herein Société Générale S.A. relates to and has been obtained from it. The delivery of this Prospectus shall not create any implication that there has been no change in the affairs of Société Générale S.A. since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to such date.

UBS Limited and UBS AG

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UBS Limited ("UBSL") is a company limited by shares incorporated in Great Britain under the Companies Act 1985, registered in England and Wales with number 2035362 on 9 July 1986, now having its registered office and principal place of business situated at 1 Finsbury Avenue, London EC2M 2PP.

UBSL is an "authorised institution" under the FSMA regulated by the FSA and is a wholly-owned subsidiary of UBS AG, a company incorporated with limited liability in Switzerland on 28 February 1978 registered at the Commercial Registry Office of the Canton of Zurich and the Commercial Registry Office of the Canton of Basel-City with Identification No: CH-270.3.004.646-4 having its registered offices at Bahnhofstrasse 45, 8001 Zurich and Aeschenvorstadt 1, 4051 Basel, Switzerland. At 31 December 2004, UBSL had an issued share capital of £252,000,000 divided into 252,000,000 ordinary shares of £1.00 each fully paid and total shareholders' funds of £235,168,000. Total assets were £181,778,000,000.

UBS AG is the guarantor for the obligations of UBSL under the interest rate swap. UBS AG was incorporated in Basel under the name SBC AG on 28 February 1978. On 8 December 1997, SBC AG changed its name to UBS AG. UBS AG in its present form was created on 29 June 1998 by the merger of Union Bank of Switzerland (founded 1862) and Swiss Bank Corporation (founded 1872). With headquarters in Zurich and Basel, Switzerland, UBS AG operates in over 50 countries and from all major international centres. As of 31 December 2004, UBS AG had total invested assets of CHF 2,217 billion, a market capitalisation of CHF 104 billion and employed more than 67,000 people. As at the date of this Prospectus, UBS AG had a long-term debt credit rating of "Aa2" from Moody's and "AA+" from S&P.

UBS AG is publicly owned, and its shares are listed on the SWS Swiss Exchange, New York and Tokyo Stock Exchange. The information contained herein with regard to UBSL and UBS AG relates to and has been obtained from it. The delivery of this Prospectus shall not create any implication that there has been no change in the affairs of UBSL and UBS AG since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to its date.

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ANNEX 4

THE PRINCIPAL PAYING AGENT, AGENT BANK, TRANSACTION BANK AND LUXEMBOURG PAYING AGENT

The following is a description of JPMorgan Chase Bank, N.A., who acts as Principal Paying, Agent Bank and Transaction Bank, and of J.P. Morgan Bank Luxembourg S.A., who acts as Luxembourg Paying Agent

JPMorgan Chase Bank, N.A.

JPMorgan Chase Bank, National Association (for the purposes of this description, "JPMCB") is a wholly-owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation whose principal office is located in New York, New York. JPMCB is a commercial bank offering a wide range of banking services to its customers both domestically and internationally. It is chartered, and its business is subject to examination and regulation, by the Office of the Comptroller of the Currency, a bureau of the United States Department of the Treasury. It is a member of the Federal Reserve System and its deposits are insured by the Federal Deposit Insurance Corporation.

Effective 1 July 2004, Bank One Corporation merged with and into JPMorgan Chase & Co., the surviving corporation in the merger, pursuant to the Agreement and Plan of Merger dated as of 14 January 2004.

Prior to 13 November 2004, JPMCB was in the legal form of a banking corporation organised under the laws of the State of New York and was named JPMorgan Chase Bank. On that date, it became a national banking association and its name was changed to JPMorgan Chase Bank, National Association (the "Conversion"). Immediately after the Conversion, Bank One, N.A. (Chicago) and Bank One, N.A. (Columbus) merged into JPMCB.

Additional information, including the most recent Form 10-K for the year ended 31 December 2004, of JPMorgan Chase & Co. and additional annual, quarterly and current reports filed with the Securities and Exchange Commission by JPMorgan Chase & Co., as they become available, may be obtained from the Securities and Exchange Commission's internet site (http://www.sec.gov), or without charge by each person to whom this Official Statement is delivered upon the written request of any such person to the Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.

J.P. Morgan Bank Luxembourg S.A.

J.P. Morgan Bank Luxembourg S.A. was incorporated under the laws of the Grand Duchy of Luxembourg as a société anonyme on 16 May 1973 under the name Chase Manhattan Bank Luxembourg S.A. (changed to J.P. Morgan Bank Luxembourg S.A. in November 2001). Its registered office is at 6 route de Trèves, L-2633 Senningerberg, Luxembourg and it is registered with the Register of Commerce and Companies held at the District Court of Luxembourg under number B-10.958.

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ANNEX 5

THE ISSUER CORPORATE SERVICER

The following is a description of FIS Fiduciaria Generale S.p.A., who acts as Issuer Corporate Servicer

FIS Fiduciaria Generale S.p.A. is a joint stock company incorporated on 19 October 1962 under the laws of the Republic of Italy, whose registered office is at Via San Vito 7, Milan, Italy. It is regulated by the Italian law and by its corporate by-laws, its company number is 00816620157 and its principal activities are the provision of accounting, administration, tax and corporate compliance services.

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ANNEX 6

THE COLLECTION BANK

The following is a description of the Tesoreria Centrale dello Stato, who acts as Collection Bank.

The Collection Account is held with the Tesoria Centrale dello Stato (the Central State Treasury), whose principal place of business is at Via XX Settembre 97/e, Rome, Italy.

State treasury operations are conducted by the Bank of Italy on an agency basis through the central treasury in Rome and its branches in the province. The legal basis for the initial establishment of the Tesoria Centrale dello Stato is found in Law No. 720 of 29 October 1984. Since that date, a number of laws have been enacted amplifying its coverage and the responsibilities of the Bank of Italy.

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GLOSSARY

The following terms are used throughout this document. The page number opposite a term indicates the page on which such term is first defined.

Accumulation Amount 31 Agency Agreement 36

Agent Bank 14 Agricoli 13 Agricoli Second Portfolio Receivables 102 Agricoli Third Portfolio Receivables 104 Agricoli Fourth Portfolio Receivables 105 Agricoli Fifth Portfolio Receivables 107 Anticipated Repayment Amounts 158 Arrangers 15 Article 3 94 Article 13 1 Article 107 100 Artigiani e Commercianti 13 Artigiani e Commercianti New Receivables 110 Artigiani e Commercianti Second Portfolio Receivables 102 Artigiani e Commercianti Third Portfolio Receivables 104 Artigiani e Commercianti Fourth Portfolio Receivables 105 Artigiani e Commercianti Fifth Portfolio Receivables 107 Auditing Agreement 38 Auditor 15 Autonomi 53 Available Redemption Funds 29 avviso bonario 79 Aziende 13 Aziende New Receivables 110 Aziende Second Portfolio Receivables 102 Aziende Third Portfolio Receivables 104 Aziende Fourth Portfolio Receivables 105 Aziende Fifth Portfolio Receivables 107 Banca Intesa 14 Banca Intesa Hedging Agreement Credit Support Annex 128 Banking Act 13 Basel Committee 51 Basic Terms Modification 163 Business Day 154 Cancellation Date 22 cartella di pagamento 90 Cauzione 124 Clearstream Luxembourg 1 C.I.V. 190

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CNC 46 Collection Account 27 Collection Bank 14 Collection Period 28 commissario governativo 89 Concessionari 13 Concessionario 13 Conditions 1 condoni 54 Condono 35 CONSOB 1 Convenzione 34 Convenzioni 34 Conversion 196 Corte dei Conti 91 Credit Recovery Department 75 CSFBi 14 CSFBi Hedging Agreement Credit Support Annex 128 CSSF 1 Debtors 13 Decree No. 46 46 Decree No. 58 180 Decree No. 84 50 Decree No. 112 140 Decree No. 203 45 Decree No. 239 48 Decree No. 321 92 Decree No. 385 169 Deeds of Charge 38 Deferred Initial Purchase Price 149 Determination Date 149 dilazione 84 Directors 187 DM10/2 Declaration 75 Distribution compliance period 179 € 5 EURIBOR 18 Euro 5 Euroclear 1 EuroMOT 27 Euro-zone 154 Expense Amount 27 Expense Reserve 27 Fifth Portfolio 137 Fifth Portfolio Issue Date 1

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Fifth Portfolio Managers 177 Fifth Portfolio Notes 1 Fifth Portfolio Receivables 107 Fifth Receivables Purchase Agreement 33 Fifth Subscription Agreement 121 Fifth Supplemental Agency Agreement 36 Fifth Supplemental Intercreditor Agreement 35 Fifth Supplemental Issuer Corporate Services Agreement 36 Fifth Warranty and Indemnity Agreement 120 Final Maturity Date 1 First Amended and Restated Report Audit Agreement 38 First Deed of Charge 141 First Portfolio Deferred Purchase Price 97 First Portfolio 137 First Portfolio Issue Date 1 First Portfolio Managers 177 First Portfolio Notes 1 First Portfolio Receivables 101 First Receivables Purchase Agreement 32 First Subscription Agreement 121 First Warranty and Indemnity Agreement 120 Fitch Ratings 1 Fourth Amended and Restated Report Audit Agreement 38 Fourth Portfolio 137 Fourth Portfolio Deferred Purchase Price 98 Fourth Portfolio Issue Date 1 Fourth Portfolio Managers 177 Fourth Portfolio Notes 1 Fourth Portfolio Receivables 105 Fourth Receivables Purchase Agreement 32 Fourth Subscription Agreement 121 Fourth Warranty and Indemnity Agreement 120 FSA 195 FSMA 179 Gruppo Intesa 195 Hedging Agreements 37 Hedging Agreement Credit Support Annexes 37 Hedging Collateral Cash Accounts 135 Hedging Collateral Custody Accounts 135 Hedging Counterparties 15 Hedging Counterparty 15 Holder 137 IBSPT 197 IMI 197 Initial Interest Period 154

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INPS 1 Intercreditor Agreement 35 Interest Determination Date 151 Interest Payment Amount 153 Interest Payment Date 1 Interest Period 154 Intermediary 170 IRAP 49 IRES 49 ISDA 36 ISINs 182 Issue Price 17 Issuer 1 Issuer Available Funds 28 Issuer Corporate Servicer 15 Issuer Corporate Services Agreement 36 Issuer Creditors 18 Issuer's Rights 139 Italian Republic 5 Italian State 5 Italy 5 Japanese Person 181 JPMCB 196 JPM Hedging Agreement Credit Support Annex 129 JPMorgan 14 Law 239 Deduction 157 Law 448 97 Law No. 311 45 Letter of Undertaking 132 Luxembourg Paying Agent 1 Managers 4 MAS 181 Merger 197 Minister 5 Ministry 5 Monte Titoli 1 Monte Titoli account holders 1 Moody's 1 MS Swap Guarantees 37 MS Swap Guarantor 15 MSCS 14 MSCS Hedging Agreement Credit Support Annex 129 MSCS Hedging Collateral Cash Account 135 MSCS Hedging Collateral Custody Account 135 MTS 27

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New Arrangers 15 New Hedging Agreements 37 New Hedging Counterparties 15 New Issue Date 1 New Managers 4 New Notes 1 New Portfolio 138 New Receivables 33 New Receivables Minimum Guaranteed Amounts 111 New Receivables Minimum Guaranteed Amount 111 Note Payment Report 167 Noteholders 1 Notes 1 Offer of Notes to the public 180 Original Deeds of Charge 134 Original Notes 1 Original Hedging Agreements 37 Original Hedging Counterparties 14 Original Portfolio 138 Original Portfolio Issue Dates 1 Original Portfolio Managers 4 Original Receivables 138 Original Receivables Purchase Agreement 33 Original Warranty and Indemnity Agreements 120 Original Subscription Agreements 121 Other Receivables 35 Paying Agents 14 Payment Account 27 Portfolio 1 PRC 181 Principal Agency Agreement 36 Principal Amount Outstanding 156 Principal Convenzioni 34 Principal Intercreditor Agreement 35 Principal Issuer Corporate Services Agreement 36 Principal Letter of Undertaking 143 Principal Paying Agent 13 Principal Report Audit Agreement 38 Prospectus Directive 1 Quarterly Performance Update 167 Rate of Interest 151 rateazione 79 Rating Agencies 1 Republic 5 2002 Receivables 105

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2003 Receivables 105 2002 Receivables Minimum Guaranteed Amounts 106 2003 Receivables Minimum Guaranteed Amounts 106 2002 Receivables Minimum Guaranteed Amount 106 2003 Receivables Minimum Guaranteed Amount 106 Receivables 1 Receivables Purchase Agreements 33 Reference Banks 154 Regulation No. 11522 180 Regulation S 5 Relevant Date 160 Relevant Implementation Date 180 Relevant Margin 152 Relevant Member State 180 Report Auditor 14 Report Audit Agreement 38 Representative of the Noteholders 13 Ruoli 13 Ruoli Receivables 34 Ruolo 13 S&P 1 Sanpaolo IMI 14 Savings Directive 174 Screen Rate 151 Second Amended and Restated Report Audit Agreement 38 Second Deed of Charge 141 Second Portfolio 137 Second Portfolio Deferred Purchase Price 97 Second Portfolio Issue Date 1 Second Portfolio Managers 177 Second Portfolio Notes 1 Second Portfolio Receivables 102 Second Receivables Purchase Agreement 32 Second Subscription Agreement 121 Second Warranty and Indemnity Agreement 120 Securities Act 5 Securities and Futures Act 181 Securitisation 18 Securitisation Law 1 Semi-annual Performance Report 167 Series 1 Series 1 Notes 1 Series 2 Notes 1 Series 3 Notes 1 Series 4 Notes 1

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Series 4A Notes 1 Series 5 Notes 1 Series 5A Notes 1 Series 6 Notes 1 Series 7 Notes 1 Series 7A Notes 1 Series 8 Notes 1 Series 9 Notes 1 Series 10 Notes 1 Shareholder 13 Shareholders 13 Sixth Portfolio Receivables 110 Sixth Receivables Purchase Agreement 33 Sixth Subscription Agreement 122 Sixth Warranty and Indemnity Agreement 120 Société Générale 14 Société Générale Group 197 Stabilising Manager 6 Statutory Auditors 187 Subordinated Termination Payment 149 Subscription Agreements 140 Supplemental Convenzioni 140 Swap Guarantees 37 Swap Guarantor 37 Tax Event 157 Third Amended and Restated Report Audit Agreement 38 Third Deed of Charge 134 Third Portfolio 137 Third Portfolio Deferred Purchase Price 98 Third Portfolio Deferred Initial Purchase Price 28 Third Portfolio Debt Service Reserve 27 Third Portfolio Issue Date 1 Third Portfolio Managers 177 Third Portfolio Notes 1 Third Portfolio Receivables 104 Third Receivables Purchase Agreement 32 Third Subscription Agreement 121 Third Warranty and Indemnity Agreement 140 titolo esecutivo 93 TMF 132 Transaction Bank 14 Transaction Documents 143 Trigger Event 23 Trigger Notice 25 UBS AG 14

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UBSL 14 UBS Swap Guarantee 38 UBS Swap Guarantor 15 UniCredito 14 Warranty and Indemnity Agreements 140

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REGISTERED AND HEAD OFFICE OF THE ISSUER

Società di cartolarizzazione dei crediti INPS - S.C.C.I. S.p.A. Largo Chigi 5 00187 Rome

Italy

REPRESENTATIVE OF THE NOTEHOLDERS Sanpaolo Fiduciaria S.p.A.

Via Tommaso Grossi 5 20121 Milan

Italy

PRINCIPAL PAYING AGENT AND AGENT BANK JPMorgan Chase Bank, N.A.

Via Catena 4 20121 Milan

Italy

LUXEMBOURG PAYING AGENT J.P. Morgan Bank, Luxembourg S.A.

6 route de Trèves L-2633 Senningerberg

Luxembourg

LISTING AGENT Dexia Banque Internationale à Luxembourg

69 route d'Esch L-1470 Luxembourg

LEGAL ADVISERS

To the New Managers

(as to Italian and English law)

To INPS and the Issuer

(as to Italian law)

Clifford Chance Studio Legale Via Sistina 4 00187 Rome

Italy

Chiomenti Studio Legale Via XXIV Maggio 43

00187 Rome Italy

Società di cartolarizzazione dei crediti INPS

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