Intesa Sanpaolo S.p.A. – Underwriting Agreements – BamSEC

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from F-6 ~20 pages Intesa Sanpaolo S.p.A. and the Bank of New York, as Depositary and Holders of American Depositary Receipts Amended and Restated Deposit Agreement Dated as of , 2008

from CB 186 pages Financial Statements as at 30 June 2006 Pursuant to Article 2501-Quater of the Civil Code Sanpaolo Imi S.P.A

from CB 176 pages Financial Statements as at 30th June 2006 Pursuant to Article 2501- Quater of the Civil Code

from CB 2 pages Convocation Notice of the Extraordinary and Ordinary Shareholders’ Meeting

from CB 90 pages Turin, 12 October 2006 the Following Is an English Translation of the Official Version in Italian Language. in Case of Conflict, the Italian Language Version Will Prevail

from CB 67 pages Board of Directors Report on the Plan for the Merger of Sanpaolo Imi S.P.A. With and Into Banca Intesa S.P.A

from CB 33 pages Articles of Association of the Surviving Company

from CB 6 pages Plan for the Merger of Sanpaolo Imi S.P.A. With and Into Banca Intesa S.P.A