We may not make any of the following modifications or amendments to the terms of a series of debt securities without the approval of all affected holders of the series:

---

Table of Contents

Amendments

      We may modify, amend or supplement the terms of a series of debt securities and the fiscal agency agreement to the extent it affects a series of debt securities. A modification to the terms of a series of debt securities must be approved by the affirmative vote of the holders of 66 2/3 per cent in aggregate principal amount of the series then outstanding at a meeting duly called and held. Alternatively, the holders of 66 2/3 per cent in aggregate principal amount of the series then outstanding may modify the terms of the series by written consent. The debt securities may set forth a different percentage required to modify or amend the terms of a series.

      We may not make any of the following modifications or amendments to the terms of a series of debt securities without the approval of all affected holders of the series:

	•	change the due date for the payment of the principal, premium or any installment of interest on any debt security of the series;
	•	reduce the principal amount of any debt security of the series;
	•	reduce the portion of the principal amount which is payable upon acceleration of the maturity of the debt security;
	•	reduce the interest rate on the debt security or the premium payable upon redemption of the debt security;
	•	change the currency in which interest, premium or principal will be paid or places at which interest, premium or principal of the series of debt securities is payable;
	•	shorten the period during which we are not permitted to redeem the series of debt securities, or permit us to reduce the series of debt securities if, prior to such action, we are not permitted to do so;
	•	reduce the proportion of the principal amount of the debt securities of the series whose vote or consent is necessary to modify, amend or supplement the fiscal agency agreement or the terms and conditions of the series of debt securities;
	•	reduce the proportion of the principal amount of the debt securities of the series whose vote or consent is necessary to make, take any action provided to be made in the fiscal agency agreement or the terms and conditions of the debt securities; or
	•	change the obligation of Italy to pay additional amounts.