Common use of Redemption and Purchase Clause in Contracts

Redemption and Purchase. Redemption at the Option of the Issuer) of [Tier 2 Conditions] / [Tier 3 Conditions];] [Where the Final Terms state that Regulatory/Tax/Rating/Accounting Event Exchange Provisions are applicable:] [In relation to the proposed exchange of the Notes for Qualifying Securities (the “Exchange”), the principal features of which are set forth in Annex A hereto, we hereby confirm that: • it is the Issuer’s reasonable determination, after having consulted an independent investment bank of international standing, that the terms and conditions of the Qualifying Securities are no more prejudicial to Noteholders than the terms and conditions applicable to the Notes prior to such Exchange; and • the person having the obligations of the Issuer under the Qualifying Securities [continues to be the Issuer] / [is substituted in accordance with Condition 17.5 (Meetings of Noteholders; Modification and Waiver; Modification and/or Exchange following a Regulatory Event, Tax Event or Rating Event; Substitution – Substitution)]; and • the Qualifying Securities, rank at least equal to the Notes prior to such Exchange and feature the same tenor, principal amount, at least the same interest rates (including applicable margins), the same interest payment dates, first call date (if any) and any early redemption rights analogous to redemption rights under the Notes (if any) for Regulatory Event, Tax Event, Rating Event or Accounting Event (each as defined in the Terms and Conditions), the same existing rights to any accrued interest, any arrears of interest and any other amounts payable under the Qualifying Securities as the existing Notes prior to such Exchange and do not contain any terms providing for loss absorption through principal write-down or conversion into ordinary shares; and • [where the Notes were listed prior to Exchange] [the Qualifying Securities continue to be listed on a regulated market (for the purposes of the Markets in Financial Instruments Directive 2004/39/EC) of an internationally recognised stock exchange as selected by the Issuer;] [and] • [where approval of/notice to IVASS required in relation to Exchange unless such approval is no longer required by applicable law at the relevant time in order for the Subordinated Notes to qualify as regulatory capital of the Issuer] [Assicurazioni Generali [has obtained approval of the Exchange from the Lead Regulator] / [has given prior written notice to the Lead Regulator] and, following the expiry of all relevant statutory time limits, the Lead Regulator is no longer entitled to object or impose changes to the Exchange;] [and] • [where the Notes were rated prior to Exchange] [the Exchange does not give rise to a change in any published rating of the Notes in effect prior to such Exchange;] [and] • the Exchange does not itself give rise to any right on the part of the Issuer to exercise any option to redeem the Qualifying Securities prior to their stated maturity that does not already exist prior to such Exchange, without prejudice to the provisions under [Condition

Redemption and Purchase. Redemption at the Option of the Issuer) of [the Restricted Tier 2 Conditions] / [Tier 3 1 Conditions];] [Where the Final Terms state that Regulatory/Tax/Rating/Accounting Event Exchange Provisions are applicable:] [In relation to the proposed exchange of the Notes for Qualifying Securities (the “"Exchange”"), the principal features of which are set forth in Annex A hereto, we hereby confirm that: • it is the Issuer’s 's reasonable determination, after having consulted an independent investment bank of international standing, that the terms and conditions of the Qualifying Securities are no more prejudicial not materially less favourable to Noteholders than the terms and conditions applicable to the Notes prior to such Exchange; and • the person having the obligations of the Issuer under the Qualifying Securities [continues to be the Issuer] / [is substituted in accordance with [Condition 17.5 (Meetings of Noteholders; Modification and Waiver; Modification and/or Exchange following a Regulatory Event, Tax Event, Rating Event or Rating Accounting Event; Substitution – Substitution)]]; and • the Qualifying Securities, rank at least equal to the Notes prior to such Exchange and feature the same tenor, principal amount, at least the same interest rates (including applicable margins), the same interest payment dates, first call date (if any) and any early redemption rights analogous to redemption rights under the Notes (if any) for Regulatory Event, Tax Event, Rating Event or Accounting Event (each as defined in the Terms and Conditions), the same existing rights to any accrued interest, any arrears of interest and any other amounts payable under the Qualifying Securities as the existing Notes prior to such Exchange and do not contain any terms providing for loss absorption through principal write-down or conversion into ordinary shares; and • [where the Notes were listed prior to Exchange] [the Qualifying Securities continue to be listed on a regulated market (for the purposes of the Markets in Financial Instruments Directive 2004/392014/65/EC) of an internationally recognised stock exchange as selected by the Issuer;] [and] • [where approval of/notice to IVASS required in relation to Exchange unless such approval is no longer required by applicable law at the relevant time in order for the Subordinated Notes to qualify as regulatory capital of the Issuer] [Assicurazioni Generali [has obtained approval of the Exchange from the Lead Regulator] / [has given prior written notice to the Lead Regulator] and, following the expiry of all relevant statutory time limits, the Lead Regulator is no longer entitled to object or impose changes to the Exchange;] [and] • [where the Notes were rated prior to Exchange] [the Exchange does not give rise to a change in any published rating of the Notes in effect prior to such Exchange;] [and] • the Exchange does not itself give rise to any right on the part of the Issuer to exercise any option to redeem the Qualifying Securities prior to their stated maturity that does not already exist prior to such Exchange, without prejudice to the provisions under [Condition]

Redemption and Purchase. Redemption at the Option of the Issuer) of [the Restricted Tier 2 Conditions] / [Tier 3 1 Conditions];] [Where the Final Terms state that Regulatory/Tax/Rating/Accounting Event Exchange Provisions are applicable:] [In relation to the proposed exchange of the Notes for Qualifying Securities (the “"Exchange”"), the principal features of which are set forth in Annex A hereto, we hereby confirm that: • it is the Issuer’s 's reasonable determination, after having consulted an independent investment bank of international standing, that the terms and conditions of the Qualifying Securities are no more prejudicial not materially less favourable to Noteholders than the terms and conditions applicable to the Notes prior to such Exchange; and • the person having the obligations of the Issuer under the Qualifying Securities [continues to be the Issuer] / [is substituted in accordance with Condition 17.5 (Meetings of Noteholders; Modification and Waiver; Modification and/or Exchange following a Regulatory Event, Tax Event, Rating Event or Rating Accounting Event; Substitution – Substitution)]; and • the Qualifying Securities, rank at least equal to the Notes prior to such Exchange and feature the same tenor, principal amount, at least the same interest rates (including applicable margins), the same interest payment dates, first call date (if any) and any early redemption rights analogous to redemption rights under the Notes (if any) for Regulatory Event, Tax Event, Rating Event or Accounting Event (each as defined in the Terms and Conditions), the same existing rights to any accrued interest, any arrears of interest and any other amounts payable under the Qualifying Securities as the existing Notes prior to such Exchange and do not contain any terms providing for loss absorption through principal write-down or conversion into ordinary shares; and • [where the Notes were listed prior to Exchange] [the Qualifying Securities continue to be listed on a regulated market (for the purposes of the Markets in Financial Instruments Directive 2004/392014/65/EC) of an internationally recognised stock exchange as selected by the Issuer;] [and] • [where approval of/notice to IVASS required in relation to Exchange unless such approval is no longer required by applicable law at the relevant time in order for the Subordinated Notes to qualify as regulatory capital of the Issuer] [Assicurazioni Generali [has obtained approval of the Exchange from the Lead Regulator] / [has given prior written notice to the Lead Regulator] and, following the expiry of all relevant statutory time limits, the Lead Regulator is no longer entitled to object or impose changes to the Exchange;] [and] • [where the Notes were rated prior to Exchange] [the Exchange does not give rise to a change in any published rating of the Notes in effect prior to such Exchange;] [and] • the Exchange does not itself give rise to any right on the part of the Issuer to exercise any option to redeem the Qualifying Securities prior to their stated maturity that does not already exist prior to such Exchange, without prejudice to the provisions under [Condition]

Redemption and Purchase. Redemption at the Option of the Issuer) of [Tier 2 Conditions] / [Tier 3 Conditions];] [Where the Final Terms state that Regulatory/Tax/Rating/Accounting Event Exchange Provisions are applicable:] [In relation to the proposed exchange of the Notes for Qualifying Securities (the “Exchange”), the principal features of which are set forth in Annex A hereto, we hereby confirm that: •  it is the Issuer’s reasonable determination, after having consulted an independent investment bank of international standing, that the terms and conditions of the Qualifying Securities are no more prejudicial to Noteholders than the terms and conditions applicable to the Notes prior to such Exchange; and •  the person having the obligations of the Issuer under the Qualifying Securities [continues to be the Issuer] / [is substituted in accordance with Condition 17.5 (Meetings of Noteholders; Modification and Waiver; Modification and/or Exchange following a Regulatory Event, Tax Event or Rating Event; Substitution – Substitution)]; and •  the Qualifying Securities, rank at least equal to the Notes prior to such Exchange and feature the same tenor, principal amount, at least the same interest rates (including applicable margins), the same interest payment dates, first call date (if any) and any early redemption rights analogous to redemption rights under the Notes (if any) for Regulatory Event, Tax Event, Rating Event or Accounting Event (each as defined in the Terms and Conditions), the same existing rights to any accrued interest, any arrears of interest and any other amounts payable under the Qualifying Securities as the existing Notes prior to such Exchange and do not contain any terms providing for loss absorption through principal write-down or conversion into ordinary shares; and •  [where the Notes were listed prior to Exchange] [the Qualifying Securities continue to be listed on a regulated market (for the purposes of the Markets in Financial Instruments Directive 2004/39/EC) of an internationally recognised stock exchange as selected by the Issuer;] [and] •  [where approval of/notice to IVASS required in relation to Exchange unless such approval is no longer required by applicable law at the relevant time in order for the Subordinated Notes to qualify as regulatory capital of the Issuer] [Assicurazioni Generali [has obtained approval of the Exchange from the Lead Regulator] / [has given prior written notice to the Lead Regulator] and, following the expiry of all relevant statutory time limits, the Lead Regulator is no longer entitled to object or impose changes to the Exchange;] [and] •  [where the Notes were rated prior to Exchange] [the Exchange does not give rise to a change in any published rating of the Notes in effect prior to such Exchange;] [and] •  the Exchange does not itself give rise to any right on the part of the Issuer to exercise any option to redeem the Qualifying Securities prior to their stated maturity that does not already exist prior to such Exchange, without prejudice to the provisions under [Condition

Redemption and Purchase. Redemption at the Option of the Issuer) of [Tier 2 Conditions] / [Tier 3 Conditions];] [Where the Final Terms state that Regulatory/Tax/Rating/Accounting Event Exchange Provisions are applicable:] [In relation to the proposed exchange of the Notes for Qualifying Securities (the “Exchange”), the principal features of which are set forth in Annex A hereto, we hereby confirm that: • it is the Issuer’s reasonable determination, after having consulted an independent investment bank of international standing, that the terms and conditions of the Qualifying Securities are no more prejudicial to Noteholders than the terms and conditions applicable to the Notes prior to such Exchange; and • the person having the obligations of the Issuer under the Qualifying Securities [continues to be the Issuer] / [is substituted in accordance with Condition 17.5 (Meetings of Noteholders; Modification and Waiver; Modification and/or Exchange following a Regulatory Event, Tax Event, Rating Event or Rating Accounting Event; Substitution – Substitution)]; and • the Qualifying Securities, rank at least equal to the Notes prior to such Exchange and feature the same tenor, principal amount, at least the same interest rates (including applicable margins), the same interest payment dates, first call date (if any) and any early redemption rights analogous to redemption rights under the Notes (if any) for Regulatory Event, Tax Event, Rating Event or Accounting Event (each as defined in the Terms and Conditions), the same existing rights to any accrued interest, any arrears of interest and any other amounts payable under the Qualifying Securities as the existing Notes prior to such Exchange and do not contain any terms providing for loss absorption through principal write-down or conversion into ordinary shares; and • [where the Notes were listed prior to Exchange] [the Qualifying Securities continue to be listed on a regulated market (for the purposes of the Markets in Financial Instruments Directive 2004/392014/65/EC) of an internationally recognised stock exchange as selected by the Issuer;] [and] • [where approval of/notice to IVASS required in relation to Exchange unless such approval is no longer required by applicable law at the relevant time in order for the Subordinated Notes to qualify as regulatory capital of the Issuer] [Assicurazioni Generali [has obtained approval of the Exchange from the Lead Regulator] / [has given prior written notice to the Lead Regulator] and, following the expiry of all relevant statutory time limits, the Lead Regulator is no longer entitled to object or impose changes to the Exchange;] [and] • [where the Notes were rated prior to Exchange] [the Exchange does not give rise to a change in any published rating of the Notes in effect prior to such Exchange;] [and] • the Exchange does not itself give rise to any right on the part of the Issuer to exercise any option to redeem the Qualifying Securities prior to their stated maturity that does not already exist prior to such Exchange, without prejudice to the provisions under [Condition

Redemption and Purchase. Redemption at the Option of the Issuer) of [Tier 2 Conditions] / [Tier 3 Conditions];] [Where the Final Terms state that Regulatory/Tax/Rating/Accounting Event Exchange Provisions are applicable:] [In relation to the proposed exchange of the Notes for Qualifying Securities (the “Exchange”), the principal features of which are set forth in Annex A hereto, we hereby confirm that: • it is the Issuer’s reasonable determination, after having consulted an independent investment bank of international standing, that the terms and conditions of the Qualifying Securities are no more prejudicial to Noteholders than the terms and conditions applicable to the Notes prior to such Exchange; and • the person having the obligations of the Issuer under the Qualifying Securities [continues to be the Issuer] / [is substituted in accordance with Condition 17.5 (Meetings of Noteholders; Modification and Waiver; Modification and/or Exchange following a Regulatory Event, Tax Event, a Rating Event or Rating Accounting Event; Substitution – Substitution)]; and • the Qualifying Securities, rank at least equal to the Notes prior to such Exchange and feature the same tenor, principal amount, at least the same interest rates (including applicable margins), the same interest payment dates, first call date (if any) and any early redemption rights analogous to redemption rights under the Notes (if any) for Regulatory Event, Tax Event, Rating Event or Accounting Event (each as defined in the Terms and Conditions), the same existing rights to any accrued interest, any arrears of interest and any other amounts payable under the Qualifying Securities as the existing Notes prior to such Exchange and do not contain any terms providing for loss absorption through principal write-down or conversion into ordinary shares; and • [where the Notes were listed prior to Exchange] [the Qualifying Securities continue to be listed on a regulated market (for the purposes of the Markets in Financial Instruments Directive 2004/392014/65/EC) of an internationally recognised stock exchange as selected by the Issuer;] [and] • [where approval of/notice to IVASS required in relation to Exchange unless such approval is no longer required by applicable law at the relevant time in order for the Subordinated Notes to qualify as regulatory capital of the Issuer] [Assicurazioni Generali [has obtained approval of the Exchange from the Lead Regulator] / [has given prior written notice to the Lead Regulator] and, following the expiry of all relevant statutory time limits, the Lead Regulator is no longer entitled to object or impose changes to the Exchange;] [and] • [where the Notes were rated prior to Exchange] [the Exchange does not give rise to a change in any published rating of the Notes in effect prior to such Exchange;] [and] • the Exchange does not itself give rise to any right on the part of the Issuer to exercise any option to redeem the Qualifying Securities prior to their stated maturity that does not already exist prior to such Exchange, without prejudice to the provisions under [Condition