Exhibit 11.2  ETHICAL CODE OF SANPAOLO IMI S.p.A  
  GENERAL PRINCIPLES  1.             RECIPIENTS AND FIELD OF APPLICATION
OF THE CODE  The
principles of this Ethical Code inspire the strategic activities carried out by
the Board of Directors, the directors as well as the activities for the
coordination and implementation of the policies and the planned objectives of
the Sanpaolo IMI management.  This
Code contains an exemplification of the rules of conduct that each Sanpaolo IMI
employee is obliged to observe and specifies the obligations to use diligence,
fairness and loyalty characterizing the work performance; reference is also
made to the provisions of art. 2104 and art. 2105 of the Civil Code.  The
regulations contained in the Ethical Code are binding also for the Sanpaolo IMI
external partners and co-workers, who are also obliged to respect the rules of
legality, fairness and good-faith mentioned above.  2.             OBSERVANCE OF THE LAWS AND
REGULATIONS IN FORCE  By
adopting every prevention and control measures deemed necessary, Sanpaolo IMI
undertakes to guarantee the integral and unconditioned observance of the laws
and regulations in force in every geographical and operative context, at all
decisional and executive levels.  3.             PRINCIPLES OF FAIRNESS,
CONFIDENTIALITY AND IMPARTIALITY  In
the performance of their professional activities, directors, employees and
co-workers are required to behave in line with the principles of fairness and
honesty and in observance of obligations of confidentiality in the management of
information in their possession.  In
its relations with the totality of subjects it may operate with, in any
operative and organizational context inside and outside the Group, Sanpaolo IMI
does not discriminate in terms of age, gender, health status, nationality,
political opinions and religious faith of its interlocutors.  4.             COMPANYS ACTIVITY AND BUSINESS
ETHICS  In
performing its activity, Sanpaolo IMI aims at maximizing profitability and
reaching excellent levels in the services offered to its customers in order to
maintain and increase the companys worth. 
These objectives are pursued through efficiency and market openness, in
fair competition with the other operators, avoiding collusive or abusive
practices/behavior to the detriment of the customers and of consumers in
general.  Relations
with suppliers of goods and services are established in observance of the
efficiency, loyalty and impartiality practices, in accordance with internal
procedures provided for this purpose. 
In any case, Sanpaolo IMI undertakes to follow impartial and transparent
selection mechanisms, avoiding practices which may create situations of
dependence and adequately documenting the phases concerning the establishment,
management and termination of these relations.  In
every relation and activity, and in relations with institutions and the Public
Administration in particular, Sanpaolo IMI undertakes to adopt all the caution
necessary to avoid the pursuit, both on own and for its customers, of illegal
objectives and interests, improper profits and/or benefits and conflicts of
interest, which may potentially be detrimental to the concept of independence
of both Sanpaolo IMI and its interlocutors.  
   5.             INFORMATION TRANSPARENCY  Sanpaolo
IMI ensures full transparency for investors and the financial community, in
compliance with the criteria of true, punctual and prompt dissemination of
necessary information and every other communication about the company.  The activity of external communication falls
to the Chairman and/or Managing Director(s), who for this end use the
structures of Investor Relations and Company Secretariat.  Price-sensitive
information is treated and communicated following an internal procedure
approved by the Board of Directors, in observance of the obligation to
confidentiality, to which Directors and Auditors are bound in the companys
interest.  6.             RELATIONS WITH CONTROL AUTHORITIES  The
relations with national, community and foreign Regulatory and Control
Authorities inspire the observance of transparency principles and fair
cooperation.  In making periodical
communications and announcements as well as in specific relations, Sanpaolo IMI
guarantees the completeness and integrity of the news and the objectivity of
the assessments, ensuring a timely fulfillment.  7.             GUIDING PRINCIPLES IN AN
INTERNATIONAL CONTEXT  Compliance
with the regulations contained in this Ethical Code is required also in the
cases in which operations are performed in foreign markets, in relation to the
geographical articulation of the activities carried out.  The specific cultural, social and economic
aspects of the different countries in which Sanpaolo IMI operates, both
directly and indirectly, in no case justify conduct that is not in line with
reference ethical principles.  Sanpaolo
IMI actively cooperates with the Authorities in charge of preventing and
repressing money laundering activities, and, in every operating and
geographical context, it observes strict internal rules of conduct issued to
implement regulatory provisions and international best practice.  
  RULES OF CONDUCT  
  1.             TASKS AND DUTIES OF ADMINISTRATIVE
AND CONTROL BODIES  1.1          Role of  the Board of Directors  In
the performance of its functions and with the objective of keeping the company
efficient and effective, the Board of Directors of Sanpaolo IMI carries out all
the actions needed to ensure:  central control
of the strategic interests of the Sanpaolo IMI Group by defining the
organizational structures suitable for the reference context and the objectives
pursued and by determining competence and responsibility areas for each
operating and control area, ensuring the necessary coordination mechanisms
within the Sanpaolo IMI Group.  adequacy of the
control structures and procedures aimed at the constant monitoring and
prevention of credit, financial and operating risks run by Sanpaolo IMI and the
entire Group, in compliance with the guiding principles of separation between
originators of the risk and controllers of the risk and of allocation of
responsibility for the functions in charge of business control, in observance
of the limits of exposure set both internally and by the Regulatory
regulations.  1.2          Directors and Management  In
respect of the relationship of trust, the directors of Sanpaolo IMI shall
provide their services in full and integral compliance with the laws and the
regulations in force as well as in observance of the provisions of the Ethical
Code and other Codes of Conduct adopted.  The
directors and the management of Sanpaolo IMI have the duty to perform their
functions, playing their role with consciousness and sense of responsibility,
in particular striving to combine the pursuance of company objectives with the
respect of the reference ethical principles to protect the interests of
shareholders, customers and the community and safeguard the reputation of the
Group and the principles of formal and essential legality.  Moreover,
the directors of Sanpaolo IMI must try to avoid situations involving a conflict
of interests between them and Sanpaolo IMI or the Sanpaolo IMI Group, and they
are in any case obliged to communicate, as set by law, every conflict of
interest, which they may have on their own account or on account of third
parties.  By way of example, it must be
remembered that conflicts of interests may occur whenever personal interests
interfere (or seem to interfere) with the interests of Sanpaolo IMI or an
entity of the Sanpaolo IMI Group, impeding the unbiased and effective
fulfillment of their functions, to pursue improper personal gains by virtue of
their position at Sanpaolo IMI or the Sanpaolo IMI Group.  1.3          Internal Audit Department  Within
the framework of the control system in force inside the Sanpaolo IMI Group, the
Internal Audit Department, entrusted to a specific control structure, directly
reporting to Managing Directors, has the main function of verifying operations
and risk management performance.  The
Internal Audit Department, which in the performance of its activity has no
constraints or limits of access to data, archives and company assets, has the
responsibility of bringing to the attention of the Board of Directors and Top
Management possible improvements in risk management policies, measuring
instruments and procedures, providing periodic reports on the results of its
activity and anomalies found.  
   2.             TASKS AND DUTIES OF EMPLOYEES AND
CO-WORKERS  2.1          Tasks and duties of personnel  The
personnel of the Sanpaolo IMI Group is obliged to carry out its functions with
diligence, competence and fairness, adequately investing its resources and time
in the performance of its activities, refraining from promoting or taking part
in initiatives which may result in situations of conflict of interest on its
own account or in the account of third parties.  In particular, each employee is obliged to refrain from taking
advantage from business and economic opportunities in general, for personal
interest or in the interest of third parties, of which he/she may know as a
result of his/her functions.  In cases
in which a conflict of interest arises, each employee has the duty to inform
his/her Manager.  2.2          Knowledge of the regulations  An
essential component of the relationship of trust that Sanpaolo IMI has with its
employees is the knowledge and application of the disciplines specifically
regulating their activity and the observance of the laws and regulations in
force as well as of the provisions contained in the Ethical Code and other
Codes of Conduct adopted.  In
particular, each employee is obliged to inform his/her Manager, or the Ethical
Committee if necessary, about the cases of serious irregularity or violation of
internal procedures, laws and regulation in force he/she may be aware of.  2.3          Reporting and documenting duties  Each
employee of Sanpaolo IMI is obliged to cooperate in order to ensure the correct
reporting of each management event and to keep the documentation supporting the
activity carried out, according to the criteria of easy trackability.  This is done in order to keep the social
communications of Sanpaolo IMI reliable, for a fair and true representation of
economic, portfolio and financial results of the entire Group and to ensure
that the total of the activities carried out is consistent with the
organizational model and the internal delegation model and is compliant with
laws, rules and Regulatory regulations. 
Employees are also obliged to inform timely their Managers and the
Ethical Committee about their possible finding of omissions, serious negligence
or falsification of accounts and/or documents on which accounting records are
based.  2.4          Relations with customers  In
their relations with customers and in external relations established throughout
their working activities, employees are obliged to follow a conduct based on
politeness, cooperation and transparency, providing, whenever required or
necessary, complete and appropriate information and avoiding, under any
circumstances, the pursuance of elusive or unfair practices or practices that
are aimed at undermining the interlocutors independent judgment.  2.5          Duties of external co-workers  The
same principles of fairness, good-faith and observance of laws and regulations
in force must be followed by all external co-workers of the Sanpaolo IMI Group,
who may be required to sign the provisions of this Ethical Code by the
Functions in charge, in relation to existing procedures and to the type and
extent of activity required.  3.             RELATIONS WITH PUBLIC INSTITUTIONS  3.1          Relations with the Public
Administration and the Judicial Authority  The
relations with institutions and Public Authorities and Bodies aimed at
representing and protecting the interests of Sanpaolo IMI are under the
exclusive responsibility of the competent functions and must be exercised in a
transparent, rigorous and coherent fashion, avoiding any conducts from which
attempts to influence inappropriately and/or unduly the activity and opinions
of these Authorities can be inferred.  
   3.2          Relations with Regulatory Authorities  The
relations with Regulatory Authorities are based on maximum cooperation, in any
case avoiding any disruption, and are exercised through the creation of areas
of mutual independence, avoiding any action or conduct which may be interpreted
as an attempt to inappropriately influence decisions.  4.             PRESENTS, GIFTS AND FAVORS  4.1          Gifts  In
ordinary business relations, the gifts offered are only aimed at promoting the
image of Sanpaolo IMI and in no case can be interpreted as exceeding normal
commercial or courtesy practices, which means that they are not a way to obtain
special favors in the performance of any practice and/or activity related to
the Sanpaolo IMI Group.  4.2          Institutional and commercial relations  In
institutional and commercial relations, also at European and international
level, and in relations with the European Union, the Public Administration and
the Judicial Authority in particular, it is prohibited to unduly offer and/or
promise gifts, presents or else to officials and public servants.  The same prohibition concerns the promises
or offer made to third parties in executing the above-mentioned relations.  In any case Sanpaolo IMI adopts promotional
procedures controlled by the competent Functions and does not follow conducts
or practices which are not allowed by law and by the commercial practices and
the Ethical Codes, if known, of the companies and bodies, including public
bodies, with whom relations exist.  4.3          Specific personnel duties  Directors
and employees of Sanpaolo IMI must refrain from accepting presents or gifts
that are worth more than a reasonable value or go beyond normal courtesy
standards and must refrain from accepting, for themselves or for others, any
other offer of favor beyond ordinary commercial relations or in any case aimed
at compromising independent judgment or operative fairness.  Those directors or employees who receive
gifts or favors that go beyond accepted standards are obliged to inform the
Ethical Committee for adequate assessment and, if appropriate, to notify the
sender on the policy of the Sanpaolo IMI Group on this subject.  4.4          Insider trading, protection of
confidential information and intellectual property, protection and correct use
of company assets  The
Directors, employees and consultants of Sanpaolo IMI are obliged to read
carefully and observe the laws and procedures of Sanpaolo IMI on the subject of
prevention of insider trading activities, protection of confidential data and
information as well as intellectual property and the protection and correct use
of Sanpaolo IMI assets.  
   IMPLEMENTATION AND FINAL POINTS  
  5.             COMPLIANCE WITH THE PROVISIONS OF
THE CODE  Each
employee of the Sanpaolo IMI Group must to be aware of the provisions of the
Ethical Code by formal declaration.  The
same form of compliance can be required by the competent Functions to the
Groups consultants and external co-workers.  6.             TRAINING ACTIVITIES  The
provisions contained in this Ethical Code are made known to the entire
personnel and are the subject of independent and periodic training initiatives,
as a whole and/or by specific sections.  7.             INSTITUTIONAL COMMUNICATION
ACTIVITIES  The
ethical principles and values underlying every action and relation attributable
to the Sanpaolo IMI Group are the subject of adequate forms of institutional
communication, according to the means and procedures deemed most appropriate by
the companys competent Functions.  8.             REPORTS  Every
violation of the principles and provisions of this Ethical Code by directors,
employees or co-workers shall be reported promptly to the Ethical Committee.  Violations
can also be reported anonymously and in writing, while bearing in mind that
these reports can be taken into consideration only if they contain information
sufficient to identify the terms of the violation and if they enable Sanpaolo IMI
to carry out a relevant inquiry.  If the
reports received, in compliance with the regulations in force, require
confidentiality (including anonymity), Sanpaolo IMI undertakes to protect this
information in observance of laws, regulations or legal proceedings applicable
to the case.  Sanpaolo
IMI encourages directors, employees and co-workers to report every violation
promptly, with the commitment to investigate every violation they may
detect.  Sanpaolo IMI does not tolerate
any form of retaliation for reports that have been made in good-faith, because
the possibility of speaking openly and without any fear of retaliation is a
condition necessary for the implementation of the Ethical Code.  All of those for whom this Ethical Code is
intended are also kindly asked to cooperate with internal investigations
concerning violations and conducts that are not in line with this Code.  9.             CONSEQUENCES OF THE VIOLATION OF
THE CODE  The
violation of the provisions of this Ethical Code is a disciplinary offence and a
breach of the contract for external co-workers and, as such, it can
sanctioned.  The companys Functions
periodically inform the Ethical Committee on the most meaningful violations and
the consequent measures taken.  10.          CHANGES AND PERIODIC AMENDMENTS TO THE
ETHICAL CODE  The
Ethical Committee is in charge of changing and amending the provisions of this
Ethical Code, submitting changes and amendments for the attention of the Board
of Directors for the necessary approval. 
Every substantial change shall be notified to the market in the forms
deemed most appropriate and in any case through the annual report on Form 20-F
filed at the US Securities and Exchange Commission.