Banca Di Credito Finanziario Spa MEDIOBANCA

Final Terms

MEDIOBANCA - Banca di Credito Finanziario S.p.A.

MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.

Euro 11,500,000,000 Euro Medium Term Note Programme Guaranteed in the case of Notes issued by Mediobanca International (Luxembourg) S.A. by MEDIOBANCA - Banca di Credito Finanziario S.p.A.

SERIES NO: 139

TRANCHE NO: 1

Mediobanca 2006-2011 Steepener Notes

Issue Price: 100 per cent.

Banca Aletti & C. S.p.A.

The date of these Final Terms is 31 May 2006

Page 1 of 9 Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 30 December 2005 (the “Base Prospectus”), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the relevant Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Issuers at Piazzetta Enrico Cuccia 1 – 20121 Milano Italy and is also published on the website of the Issuer (www.mediobanca.it). The Base Prospectus and, in the case of Notes admitted to trading on the regulated market of the Luxembourg Stock Exchange, the applicable Final Terms will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

1. (i) Issuer: Mediobanca - Banca di Credito Finanziario S.p.A. (ii) Guarantor: Not applicable 2. (i) Series Number: 139 (ii) Tranche Number: 1 3. Specified Currency or Currencies: Euro 4. Aggregate Nominal Amount of Notes admitted to trading: (i) Series: Up to Euro 100,000,000 (ii) Tranche: Up to Euro 100,000,000 5. (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. Specified Denominations: Euro 1,000 7. (i) Issue Date: 30 June 2006 (ii) Interest Commencement Date: 30 June 2006 8. Maturity Date: 30 June 2011 9. Interest Basis: Fixed Rate and Index Linked Interest (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/Payment Basis: Not applicable 12. Put/Call Options: Not applicable 13. (i) Status of the Notes: Senior (ii) Date board approval for issuance of Notes Not applicable obtained: 14. Method of distribution: Non-Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions Applicable (i) Rate(s) of interest: 3.50 per cent. per annum payable annually in arrear (ii) Interest Payment Date: 30 June 2007 (iii) Fixed Coupon Amount: Euro 35 per Euro 1,000 Specified Denomination (iv) Broken Amount(s): Not applicable (v) Day Count Fraction: Actual/Actual (ISMA) (vi) Other terms relating to the method of Modified Following Business Day Convention calculating interest for Fixed Rate Notes: 16. Floating Rate Note Provisions Not Applicable 17. Zero Coupon Note Provisions Not applicable

Page 2 of 9 18. Index-Linked Interest Note Provisions Applicable (i) Index/Formula: The Interest Rate for each Interest Period, except for the first Interest Period ending on 30 June 2007, shall be determined by the Calculation Agent in accordance with the following formula: Max (1%, 5 x Reference Spread )

Where: “Reference Spread” means: 10yrEURSwap - 2yrEURSwap “10yrEURSwap” means the swap rate for euro transactions with a maturity of 10 years, quoted on an annual 30/360 day basis versus 6 month EURIBOR, expressed as a percentage, which appears on Reuters Screen ISDAFIX2 Page at 11.00 a.m. (Frankfurt time) on the relevant CMS Determination Date (as defined below) “2yrEURSwap” means the swap rate for euro transactions with a maturity of 2 years, quoted on an annual 30/360 day basis versus 6 month EURIBOR, expressed as a percentage, which appears on Reuters Screen ISDAFIX2 Page at 11.00 a.m. (Frankfurt time) on the relevant CMS Determination Date (as defined below)

“CMS Determination Date” means the second day on which the TARGET System is open for business prior to the beginning of each Interest Period

(ii) Calculation Agent responsible for calculating Banca Aletti & C. S.p.A. shall be the Calculation the interest due: Agent. The Calculation Agent shall act as an independent expert and not as an agent for the Issuer or the Noteholders. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained by the Calculation Agent shall, in the absence of manifest error, wilful default or bad faith, be final and conclusive and binding on the Issuer, the Calculation Agent, the Paying Agents and all Noteholders and Couponholders; and in the absence of the aforesaid manifest error, wilful default or bad faith, no liability to the Noteholders, Couponholders, the Issuer, or the Paying Agents shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to the Conditions in relation to such determinations. The Calculation Agent shall notify the Issuer and the Paying Agent of the relevant Interest Amount, as soon as practicable after its determination.

(iii) provisions for determining Coupon where Should the Reuters Screen page ISDAFIX2 (or other such calculation by reference to Index and/or Formula is page or service as shall replace Reuters Screen page impossible or impracticable: ISDAFIX2) not be available, or the 10yrEURSwap and/or 2yrEURSwap (as the case may be) not be shown on such page or services at approximately 11.00 a.m. Frankfurt time, on the CMS Determination Date, the 10yrEURSwap and/or 2yrEURSwap rate shall be determined by the

Page 3 of 9 Calculation Agent in accordance with the Modified Following Business day Convention.

(iv) Specified Period/Specified Interest Payment 30 June in each year from 30 June 2008 up to the Dates: Maturity Date, subject to adjustment in accordance with Modified Following Business Day Convention for interest payment purposes only (unadjusted for interest accrual purposes).

(v) Business Day Convention: Modified Following Business Day Convention (vi) Additional Business Centre(s) Not applicable (vii) Minimum Rate of Interest: 1% (viii) Maximum Rate of Interest: Not applicable (ix) Day Count Fraction: Act/Act (ISMA), unadjusted basis. 19. Dual Currency Note Provisions Not applicable

PROVISIONS RELATING TO REDEMPTION 20. Call Option Not applicable 21. Put Option Not applicable 22. Final Redemption Amount of each Note EUR 1,000 per Note of EUR 1,000 Specified Denomination. 23. Early Redemption Amount Early Redemption Amount(s) of each Note payable Such amount(s) determined by the Calculation Agent on redemption for taxation reasons or on event of which on the early redemption date of the Notes, shall default or other early redemption and/or the method represent the fair market value of the Notes and which of calculating the same (if required or if different shall have the effect after taking into account, in the from that set out in the Conditions): case of redemption for taxation reasons, the cost of unwinding any hedging arrangements entered into in respect of the Notes. This amount will, on the due date for redemption of the Notes, have the effect of preserving for the Noteholders the economic equivalent of the obligations of the Issuer to make the payment, in respect of the Notes, which would, but for such redemption for taxation reasons or on Event of Default, have fallen due after the relevant early redemption date.

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note. 25. Additional Financial Centre(s) or other special Not applicable provisions relating to Payment Dates: 26. Talons for future Coupons or Receipts to be No attached to Definitive Notes (and dates on which such Talons mature): 27. Details relating to Partly Paid Notes: amount of Not applicable each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Page 4 of 9 28. Details relating to Instalment Notes: amount of Not applicable each instalment, date on which each payment is to be made: 29. Redenomination, renominalisation and Not applicable reconventioning provisions: 30. Consolidation provisions: The provisions in Condition 12 (Further Issues and Consolidation) apply. 31. Other final terms Not applicable

DISTRIBUTION 32. (i) If syndicated, names of Managers: Not applicable (ii) Stabilising Manager(s) (if any): Not applicable 33. If non-syndicated, name of Dealer: Banca Aletti & C. S.p.A. 34. TEFRA: The D Rules are applicable 35. Additional selling restrictions: Not applicable

LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprises the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the Euro 11,500,000,000 Euro Medium Term Note Programme of Mediobanca - Banca di Credito Finanziario S.p.A. and Mediobanca International (Luxembourg) S.A.

RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer:

By: ______(Carlo Guffanti) (Luca Lucente)

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PART B – OTHER INFORMATION

1. (i) Listing: Not Applicable (ii) Admission to trading: Non Applicable (iii) Estimate of total expenses related to None admission to trading:

2. RATINGS Ratings: The Notes to be issued have been rated: S & P's: AA- (stable)

3. NOTIFICATION The Commission de Surveillance du Secteur Financier in Luxembourg has provided the Commissione Nazionale per le Società e la Borsa in Italy with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus (ii) Estimated net proceeds: Up to Euro 100,000,000 (iii) Estimated total expenses: None

6. PERFORMANCE OF INDEX/FORMULA/ OTHER VARIABLE AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

See Annex 1.

7. OPERATIONAL INFORMATION ISIN Code: XS0256334581 Common Code: 025633458

Any clearing system(s) other than Euroclear Not applicable Bank S.A./N.V. and Clearstream Banking, Société Anonyme and the relevant identification number(s): Delivery: Delivery against payment Names and addresses of additional Paying Not applicable Agent(s) (if any):

FURTHER INFORMATION RELATING TO THE ISSUER Further information in respect of the Issuer is provided, pursuant to Article 2414 of the Italian Civil Code. 1. Name: Mediobanca – Banca di Credito Finanziario S.p.A. 2. Objects: The objects of the Issuer, as set out in Article 3 of its bylaws, are as follows: "The purpose of the Company shall be to raise funds and provide credit in any of the forms permitted, with

Page 6 of 9 special regard to medium and long-term financing of corporates. Within the limits laid down by current regulations, the Company may execute all banking, financial and intermediation-related transactions and/or services and carry out any transaction deemed to be instrumental to or otherwise connected with achievement of the Company’s purpose. As part of its supervisory and coordinating activities in its capacity as parent company of the Mediobanca Banking Group within the meaning of Article 61/4 of Legislative Decree No. 385 dated 1 September 1993, the Company shall issue directives to member companies of the Group to comply with instructions given by the Bank of Italy in the interests of maintaining the Group’s stability." 3. Registered office: Piazzetta E. Cuccia 1, Milan, Italy. 4. Company registration: Registered at the Companies' Registry of the Chamber of Commerce of Milan, Italy under registration no. 52704. 5. Amount of paid-up share Capital and Paid-up share capital as at 9 May 2006: Euro reserves: 400,044,207.50, consisting of 798,060,915 ordinary shares with a nominal value of Euro 0.50 each. Reserves as at 9 May 2006: Euro 3,392.8 million

Page 7 of 9 ANNEX 1 (This Annex 1 forms part of the Final Terms to which it is attached)

HISTORICAL RATES

The 10yrEURSwap rate means the rate for EUR swaps with a maturity of 10 years expressed as a percentage, as quoted on a semi-annual 30/360 day basis versus 6 month EURIBOR which appears on the Reuters Screen ISDAFIX2 Page. The rate is normally determined as an average of eight quotes, assuming every dealer reports. The rate provided by the dealer should be the mean of where that dealer would itself offer and bid a swap in the relevant maturity for a notional equivalent amount of the representative amount or whatever amount is deemed market size in that currency for that tenor to an acknowledged dealer of good credit in the swap market. Low High 2002 4.37% 5.475% 2003 3.5825% 4.575% 2004 3.592% 4.531% 2005 3.126% 3.856% January, 2006 3.388% 3.65% February, 2006 3.589% 3.701% March, 2006 3.691% 3.984% April, 2006 4.034% 4.213% 10yrEURSwap rate 29 May, 2006 4.105%

Source: Bloomberg The delivery of these Final Terms does not imply any representation on the part of the Issuer, the Calculation Agent or Banca Aletti & C. S.p.A. or any other person that any such information is correct.

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The 2yrEURSwap rate means the rate for EUR swaps with a maturity of 2 years expressed as a percentage, as quoted on a semi-annual 30/360 day basis versus 6 month EURIBOR which appears on the Reuters Screen ISDAFIX2 Page. The rate is normally determined as an average of eight quotes, assuming every dealer reports. The rate provided by the dealer should be the mean of where that dealer would itself offer and bid a swap in the relevant maturity for a notional equivalent amount of the representative amount or whatever amount is deemed market size in that currency for that tenor to an acknowledged dealer of good credit in the swap market. Low High 2002 2.8625% 4.5475% 2003 1.99% 3.0425% 2004 2.057% 2.976% 2005 2.145% 3.047% January, 2006 2.928% 3.143% February, 2006 3.076% 3.228% March, 2006 3.226% 3.506% April, 2006 3.465% 3.615% 2yrEURSwap rate 29 May, 2006 3.523%

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