Shearman & Sterling represented Capitalia S.p.A. in its placement to institutional investors throughout Europe and Asia of €1 billion in principal amount of 1.625% Exchangeable Notes due 2009.  Through this transaction, Capitalia (which owns Banca di Roma, BIPOP-Carire and Banco di Sicilia) is unwinding its approximately 5% stake in Assicurazioni Generali, Italy's leading insurance company.  The notes are exchangeable for ordinary shares of Assicurazioni Generali S.p.A.