Exhibit 11.1

SANPAOLO IMI

CORPORATE GOVERNANCE



GRUPPO SANPAOLO IMI

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SANPAOLO
IMI S.p.A.
Piazza San Carlo, 156
10121 Torino (Italy)

Segreteria
Societaria
Tel: +39 011 555.2762 - 8213 - 6093
Fax: +39 011 555.2322
E-mail: segreteria.societaria@sanpaoloimi.com
Internet: www.grupposanpaoloimi.com

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Report on the Corporate Governance system  and adherence to the Code of Conduct  for Listed Companies

22 March 2005

SANPAOLO IMI S.p.A.

COMPANY REGISTERED IN THE REGISTER OF BANKS
PARENT BANK OF THE SANPAOLO IMI BANKING GROUP
REGISTERED IN THE REGISTER OF BANKING GROUPS
REGISTERED OFFICE: PIAZZA SAN CARLO 156, TURIN, ITALY
SECONDARY OFFICES:
VIALE DELL'ARTE 25, ROME, ITALY
VIA FARINI 22, BOLOGNA, ITALY
SHARE CAPITAL 5,217,679,140.80 EURO FULLY PAID
TAX CODE, VAT NUMBER AND REGISTRATION NUMBER
TURIN REGISTER OF COMPANIES: 06210280019
ABI CODE 1025-6
MEMBER OF THE INTERBANK DEPOSIT GUARANTEE FUND

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Index

|5  |  | Introduction                                                                            |  | 
|-- |  | --------------------------------------------------------------------------------------- |  | 
|7  |  | Part ICompany and Group profile                                                        |  | 
|8  |  | Organization                                                                            |  | 
|10 |  | Composition of share capital, majority shareholders and agreements between shareholders |  | 
|11 |  | Composition of share capital, majority shareholders and agreements between shareholders |  | 
|15 |  | Part IIGovernance System and information on the implementation of the Code of Conduct  |  | 
|16 |  | Board of Directors                                                                      |  | 
|16 |  | Composition and duration                                                                |  | 
|16 |  | Executive and non-executive Directorsthe Chairman and the Deputy Chairman              |  | 
|16 |  | Independent Directors                                                                   |  | 
|18 |  | Offices of Director or Statutory Auditor held in other companies                        |  | 
|18 |  | Functions of the Board of Directors                                                     |  | 
|19 |  | Board meetings                                                                          |  | 
|20 |  | Executive Committee                                                                     |  | 
|20 |  | Technical Committees                                                                    |  | 
|20 |  | Audit Technical Committee                                                               |  | 
|22 |  | Remuneration and Personnel Policies Technical Committee                                 |  | 
|22 |  | Ethical Committee                                                                       |  | 
|23 |  | Nomination of the Directors                                                             |  | 
|23 |  | Remuneration of the Directors and Top Management                                        |  | 
|24 |  | Managing Director, General Manager and Organizational Structure                         |  | 
|27 |  | Other Committees                                                                        |  | 
|27 |  | Group Credit Committee                                                                  |  | 
|27 |  | Group Financial and Market Risk Committee                                               |  | 
|27 |  | Disclosure Committee                                                                    |  | 
|28 |  | The internal control System                                                             |  | 
|29 |  | Transactions with related parties                                                       |  | 
|30 |  | Treatment of confidential information                                                   |  | 
|31 |  | Internal dealing                                                                        |  | 
|31 |  | Relations with shareholders and the Financial community                                 |  | 
|32 |  | Shareholders' Meetings                                                                  |  | 
|33 |  | Board of Statutory Auditors                                                             |  | 
|33 |  | Nomination, composition and duration                                                    |  | 
|33 |  | Functions and powers of the Board of Statutory Auditors                                 |  | 
|34 |  | Offices of Director or Statutory Auditor held in other companies                        |  | 
|35 |  | Audits                                                                                  |  | 
|37 |  | Part IIISummary Tables                                                                 |  | 
|45 |  | Attachement                                                                             |  | 
|46 |  | *Articles of Association                                                                |  | 

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Introduction

Within the context of ever increasing attention to governance profiles and transparent communication to the market, as instruments to maximize shareholder value,
SAN-PAOLO IMI has adhered to the aims and indications of the Code of Conduct for Listed Companies since its issue.

Recognizing
the validity of the model of corporate governance described in the Code, the Company is in line with its principles and with Consob recommendations on the matter, and with
domestic and international best practices in general; introducing a model of corporate governance with the aim of guaranteeing adequate sharing of responsibilities and powers, correctly balancing the
functions of management and control, also in the light of the experiences of the more evolved financial markets.

SANPAOLO
IMI has also adapted its Articles of Association to the provisions introduced by the corporate law reform, also in order to capture some of the opportunities for simplification
offered by the new regulation and, at the same time, to equip the Bank with an organizational structure which ensures greater flexibility in the organization of internal management, coping with
current operating needs in the best way.

Being
a company registered with the U.S. Securities and Exchange Commission (SEC) and an issuer of listed financial instruments on the New York Stock Exchange, the SANPAOLO IMI
governance system also reflects the provision of U.S. standards on the matter, contained in the 1933 Securities Act, the 1934 Securities Exchange Act and the 2002 Sarbanes-Oxley Act, as well as the
provisions issued by the SEC.

In
2004 SANPAOLO IMI requested an independent valuation of its governance system and published the result: after analyzing the corporate governance and Group model and processes,
Standard & Poor's awarded the Company a corporate governance score of 7/10. In its valuationwhich can be viewed on the website
www.grupposanpaoloimi.comthe rating agency acknowledged that "the bank has a strong internal culture of control and a board that, although comprised of a number of
new members, appears to provide strong oversight of management"; moreover "Financial disclosure at SANPAOLO IMI compares favorably to its peers in Italy and Western Europe generally. As the only NYSE
listed bank in Italy, the company provides strong information on topics relevant to investors and analysts".

This
Reportwhich is published on the Company's websiteexplains the SANPAOLO IMI corporate governance system and its compliance with the Code of Conduct; to
effectively contribute to the formation of a high level of information which allows investors to better evaluate and compare the corporate governance modeland also on the basis of the
contents of the "Guide to writing the Corporate Governance Report" issued by Assonime and Securities Issuersthe Report has been formally split into three parts.

The
first part supplies a brief profile of the Company and its organization, as well as of the Group structure. The second part is dedicated to describing the governance system, paying
special attention to the attributions and responsibilities of the company bodies, the nomination methods and the duration in office of their components and the rules for their renewal, as well as
relationships with shareholders and institutional investors. The third part features the tables summarizing the structure of the Board of Directors, the Internal Committees and the Board of Statutory
Auditors, as well as the general application of certain provisions of the Code, with specific reference to the system of powers of attorney and transactions with related parties, the nomination of the
Directors and Auditors, the meetings, internal control and investor relations. The Report is accompanied by the Articles of Association.

Lastly,
unless otherwise indicated, the information supplied in the present Report refer to 22 March 2005, the date of approval by the Board of Directors.

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Part I

COMPANY AND GROUP PROFILE

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SANPAOLO IMILimited company listed with the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A., with Registered office in
Turin and Secondary offices in Rome and Bolognais a Bank registered in the roll of banks and Parent Bank of the SANPAOLO IMI Banking Group, registered in the roll of banking groups. The
Company accepts deposits from the public and exercises various forms of credit, in Italy and abroad, and may perform, within the legal limits in force, all transactions and banking and financial
services and every other instrumental transaction or transaction linked with achieving the corporate aim.

Organization

In accordance with the Italian legislation on listed companies and in the light of the adherence to the Code of Conduct, the SANPAOLO IMI organization is
characterized in the following terms:



The
attributions and operating standards of the company bodies are contained in the legal and regulatory provisions, in the Articles of Association, in the Group Regulations and in the
decisions made by the competent Authorities; the operating standards of the Shareholders' Meeting are also governed by special Regulations.

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[PICTURE]

The entrance of the headquarters of SANPAOLOIMI in piazza San Carlo in Turin

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Composition of share capital, majority shareholders and agreements between shareholders

The Company's share capital is 5,217,679,140.80 euro fully paid, split into 1,475,122,818 registered ordinary shares and 388,334,018 preference shares.

Preference
shareswhich give entitlement to vote only in the extraordinary shareholders' meetingsare held by Compagnia di San Paolo, Fondazione Cassa di
Risparmio di Padova e Rovigo and Fondazione Cassa di Risparmio in Bologna. The preference, or privilege, consists in the pre-emption right in the case of capital repayment and in the right
to an allocation of the net income of 5% of the nominal share value, as well as the right to accumulate the dividend still to be received with that matured over the subsequent two years.

On
the basis of the Shareholders' Book and other available information, SANPAOLO IMI has about 240,000 shareholders. A table listing the main shareholders, directly and/or indirectly
holding shares of the share capital with voting rights is printed below:

|Shareholders                                     |  | Percentage
of total capital |  | Percentage
of ordinary capital
|------------------------------------------------ |  | --------------------------- |  | ------------------------------
|Compagnia di San Paolo                           |  | 14.27                       |  | 7.37                          
|Fondazione Cassa di Risparmio di Padova e Rovigo |  | 10.65                       |  | 4.30                          
|Banco Santander Central Hispano                  |  | 8.49                        |  | 10.72                         
|Fondazione Cassa di Risparmio in Bologna         |  | 7.58                        |  | 3.06                          
|Giovanni Agnelli & C.                            |  | 3.78                        |  | 4.77                          
|Mediobanca                                       |  | 1.97                        |  | 2.49                          
|Fondazione Cariplo                               |  | 1.72                        |  | 2.17                          
|Società Reale Mutua di Assicurazioni             |  | 1.51                        |  | 1.91                          
|Groupe Caisse d'Epargne                          |  | 1.51                        |  | 1.90                          
|Ente Cassa di Risparmio di Firenze               |  | 1.50                        |  | 1.90                          
|Fondazione Cassa di Risparmio di Venezia         |  | 1.48                        |  | 1.87                          

The
following agreements between shareholders have been entered into:



An
excerpt of the aforementioned agreements is available on the Bank's website.

It
should also be mentioned that, on 5 July 2002, SANPAOLO IMI and IFI S.p.A. (subsequently taken over, on 23 April 2003, by IFIL S.p.A.) signed an agreement in relation to
the investments held by SANPAOLO IMI in Fiat S.p.A. and in IFIL, and by IFIL in Fiat and in SANPAOLO IMI.

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Graphs
showing the composition of the shareholder structure of SANPAOLO IMI with reference to specific parameters are shown below:

Figure
1:Composition of the shareholder structure by adhesion to parasocial contracts (ordinary capital)

[PIE CHART]

Figure 2:Composition of the shareholder structure by geographic area (ordinary capital)

[PIE CHART]

The role of the Parent Bank and the SANPAOLO IMI Group

The Company is the Parent Bank of the SANPAOLO IMI Banking Group, composed of the same Parent Bank and the banking, financial and instrumental
companieswith registered offices in Italy and abroadcontrolled directly or indirectly.

In
its capacity as Parent Bank, the Company holds the role of reference-point for the Bank of Italy and, in exercising its direction, address and coordination activities, issues the
necessary provisions to the members of the Banking Group for implementing the instructions received from the Bank of Italy in the interest of Group stability. For this purpose SANPAOLO IMI asks the
Group companies for news, figures and relevant reports and also verifies compliance with the provisions issued as instructed by the Bank of Italy. The Administrators of the subsidiaries must implement
the Parent Bank provisions and supply every piece of information useful to its issue to the Parent Bank.

SANPAOLO
IMI also exercises, in accordance with article 2497 and subsequent articles of the Italian Civil Code, management and coordination activities for its direct and indirect
subsidiaries, including companies which, on the basis of current laws, are not part of the Banking Group.

The
SANPAOLO IMI Group, based upon the specialization of the professional skills of the production, distribution and service units, is currently organized along the following business
lines:



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The
shareholdings in Cassa di Risparmio di Firenze, Cassa dei Risparmi di Forlì and Banca delle Marche, as well as the control of Gest Line, the company managing the
Group's tax collection activities, have been brought under the control of the Parent Bank Central Functions.

The
basic principles of the Group's organization and the fundamental rules of the subsidiaries' direction and coordination model are contained in the Group Regulations, approved by the
Board of Directors. This document defines the Group's entire structure, the basic principles on which it operates, the areas of competence and the responsibilities of the Central Functions of the
Parent Bank, as well as the mechanisms and instruments used to coordinate the entire Group.

SANPAOLO
IMI has introduced a Group investment policy, which indicates behavioral rules for the consistent issue of customer investment services, in order to respect current standards on
the matter and the fundamental principles of transparency and correctness towards customers and their investment choices. A commercial policy which provides a charter of values, commercial strategies
and procedures destined for application with specific reference to transactions with companies has also been defined.

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[PICTURE]

Turin, piazza San Carlo

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Part II

GOVERNANCE SYSTEM AND INFORMATION ON THE IMPLEMENTATION OF THE CODE OF CONDUCT

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Board of Directors

Composition and duration

The Company is administered by a Board of Directors composed of a number of members variable from 7 to 20, as decided by the Shareholders' Meeting, which will
nominate one of them Chairman.

The
Board of Directors in office at the time of publication of this Report was nominated by the Shareholders' Meeting of 29 April 2004 and is composed of 17 Directors, listed
below with their specific roles:

|ENRICO SALZA               |  | CHAIRMAN         
|-------------------------- |  | -----------------
|MAURIZIO BARRACCO          |  | DIRECTOR         
|PIO BUSSOLOTTO             |  | DIRECTOR         
|GIUSEPPE FONTANA           |  | DIRECTOR         
|ETTORE GOTTI TEDESCHI      |  | DIRECTOR         
|ALFONSO IOZZO              |  | MANAGING DIRECTOR
|VIRGILIO MARRONE           |  | DIRECTOR         
|ITI MIHALICH               |  | DIRECTOR         
|ANTHONY ORSATELLI          |  | DIRECTOR         
|EMILIO OTTOLENGHI          |  | DIRECTOR         
|ORAZIO ROSSI               |  | DEPUTY CHAIRMAN  
|GIAN GUIDO SACCHI MORSIANI |  | DIRECTOR         
|ALFREDO SAENZ ABAD         |  | DIRECTOR         
|MARIO SARCINELLI           |  | DIRECTOR         
|LEONE SIBANI               |  | DIRECTOR         
|ALBERTO TAZZETTI           |  | DIRECTOR         
|JOSÉ MANUEL VARELA         |  | DIRECTOR         

Short
biographical and professional notes of the Directors in office are available on the Bank's website.

The
term in office of all the members of the Board of Directors is envisaged until the approval of the financial statements for 2006.

The
Board of Directors has nominated Piero Luongo, Head of General Affairs, Legal and External Relations Management, as Board Secretary.

Executive and non-executive Directorsthe Chairman and the Deputy Chairman

With the exception of the Managing Directorin relation to the role of executive management and activities of the Company, assigned to him by the
Articles of Association and decisions of the Boardall the Managing Directors of SANPAOLO IMI must be considered as non-executive, having no operational delegated powers and/or
no directional functions in the Company; and the pursuance of their respective duties in meetings of the Deliberative Bodies and Technical Committees is reserved to them.

The
Chairman of the Board of Directors is also a Non-executive Director: the current Company structure keeps the Chairman's functions distinct from those of the Managing
Director. The Chairman has no operational delegated powers, except for, pursuant to the Articles of Association, the responsibilities to coordinate the activities of the Company, the legal
representation and the power to takein agreement with the Managing Director or, in his absence, the General Managerany urgent provision in the interest of the Company,
referring such to the Board of Directors or the Executive Committee at its next meeting.

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The
Deputy Chairman is also a Non-executive Director, called exclusively to assume the powers of the Chairman, as well as the legal representation of the Company, in the
event of his absence or impediment.

Independent Directors

The Board of Directors periodically checks the existence of the independence of the Non-executive Directors on the basis of the definition contained
in the Code of Conduct and also with reference to the instructions supplied by the individuals involved. The market is informed of the result of the aforementioned valuation of independence in a
special press release.

Considering
the aforementioned elements, having evaluated the nature of the agreements existing among certain shareholders and considering the offices held by them and the working
relations and offices of Executive Director held within the SANPAOLO IMI Group in the last three years, as well as the economic relations held directly or indirectly with the Company, the following
are to be considered as Independent Directors:

ENRICO
SALZA
MAURIZIO BARRACCO
GIUSEPPE FONTANA
EMILIO OTTOLENGHI
ORAZIO ROSSI
GIAN GUIDO SACCHI MORSIANI
MARIO SARCINELLI
ALBERTO TAZZETTI

Each
of the above mentioned Directors has undertaken to inform promptly the Board should he cease to be independent.

Offices of Director or Statutory Auditor held in other companies

The Directors accept the office when they believe that they can devote the necessary time to the proper fulfillment of their duties at SANPAOLO IMI, also
considering the other offices held.

In
part three of this report, summary table 1 shows the number of the other offices of director or auditor currently held by each Director in companies listed in regulated markets,
including those abroad, in banking, financial, insurance and other significant-sized companies. The table 2 below contains the list of the above offices(1).

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In
fact, on the basis of the current division of powers within the Parent Bank, the designation of the members of the Board of Directors or the Board of Statutory Auditors of the Bank in
the administration and control boards of direct and indirect subsidiaries is reserved to the Board of Directors.

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PICTURE

The Boardroom in the office of piazza San Carlo in Turin.

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Functions of the Board of Directors

The Board of Directors is responsible for strategic direction and is the holder of all Company management powers.

In
particular, in accordance with the Articles of Association, the following are reserved to the exclusive competence of the Board of Directors:



On
the basis of the statutory changes following the corporate law reform, the Board of Directors is also competent to approve the resolutions concerning:



Lastly,
on the basis of the Articles of Association and the current delegated powers, the Board is also responsible for:



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Board meetings

The calling of the Board of Directors, ordinarily every two months, or at the request of at least three Directors or the Managing Director, or on the basis of the
powers which the law gives to the Statutory Auditors, falls to the Chairman, every time he sees fit. The Chairman, who, in accordance with the Articles of Association, is responsible for the
coordination of the work of the Board of Directors, presides over the meetings and sets the agendataking account of the motions proposed by the Managing Director and the General Manager,
on the basis of the powers of attorney conferredand ensures that adequate information on the matters under discussion is supplied to all Directors.

The
calling of the Directors and Statutory Auditors for the meetings of the Board of Directors is made at least five days before the date set for the meeting, in reasonable time to allow
sufficient information on the subjects under discussion and is followed by the dispatch of the documentation necessary to ensure the best informed performance by the Directors in the fulfillment of
their tasks. In cases of particular urgency the call may be made with just 24 hours notice, though still ensuring a full treatment of each subject and paying particular attention to the content
of the documents which cannot be sent ordinarily.

The
Articles of Association allow the meetings of the Board of Directors to be held through telecommunication networks, as long as the exact identity of those legitimately authorized to
attend is guaranteed and it is possible for all participants to intervene, in real time, on all the subjects and to see, receive and transmit documents. At least the Chairman and the Secretary must be
present on the premises in which the Board meeting has been called, where it is considered as held.

For
the motions approved by the Board to be valid, the majority of the Directors in office must attend the meeting. Motions are approved with the absolute majority of the votes of those
in attendance(2); in the case of a tie, the vote of the chair is final.

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The
meetings of the Board of Directors are attended by the General Manager for consultation purposes and to make proposals. The Board meetings may also be attended by the Managers of
Head Office Directions or Functions, to supply information and data concerning the practices submitted for examination by the Board, representatives of the independent auditors and external
consultants, in relation to matters on the agenda, which might require specific technical expertise.

The
Board of Directors met 17 times during 2004; as in the past, the Directors' attendance of board meetings was significantly high and constant (about 90%), ensuring a systemic
contribution by all its members to the management of corporate and Group affairs, fully exploiting the important professional skills available to group advantage.

A
similar number of meetings may also be assumed for the current year, three of which have already been held. In compliance with the Regulations of Borsa Italiana, SAN-PAOLO
IMI presented

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the
calendar of corporate events for 2005 to the market in December 2004, stating the date of the board meetings for approval of the economic and financial figures.

Executive Committee

The Board of Directors has nominated from among its members the Executive Committee (of which the Chairman, presiding, the Deputy Chairman and the Managing
Director are members ex officio), setting the number of members, delegated powers, term of office, operating rules and powers.

The
Executive Committee is currently composed of eight Directors, of which seven non-executive, four of which independent:

ENRICO
SALZA
PIO BUSSOLOTTO
ETTORE GOTTI TEDESCHI
ALFONSO IOZZO
EMILIO OTTOLENGHI
ORAZIO ROSSI
GIAN GUIDO SACCHI MORSIANI
JOSÉ MANUEL VARELA

The
Executive Committeewhose meetings are attended by the General Manager for consultation purposes and to make proposalsexercises its powers in the context of
strategies, address and plans laid out by the Board, with the faculty of sub-power of attorney and the obligation to report quarterly to the same Board on the activity performed, the
decisions made and the powers of attorney conferred.

In
particular, the Executive Committee has been given powers concerning loan issue (up to a fifth of the Company's portfolio) and, generally, operational powers regarding Group
guarantees to financial institutions, the recovery of loans, legal and prelegal proceedings on non-recovered assets and liabilities, administration procedures against the Company and
shareholdingsexcept in the case of exclusive competence of the Board of Directorspersonnel and expenditure. The Executive Committee has also been given, in general, the
faculty to assume any urgent provision in the interests of the Company, referring them to the Board at its next meeting.

The
Executive Committee, the Statutory Auditors having their powers set by law, is called to meet whenever the Chairman considers appropriate and, by company practice, around twice a
month. The Committee met 22 times during 2004(3), with an average attendance by Directors of 98%.

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Technical Committee

The Board of Directors is supported in its institutional functions by Technical Committees made up from its membersin the context of the Articles of
Association and in accordance with the provisions made in the Code of Conductwith consultative, management and control functions.

As
well as responding to the division of responsibilities between Directors, considering the number of offices held by each of them, Committees are composed on the basis of the
Professional

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characteristics
of the Directors, to guarantee adequate control of the respective thematic areas of competence.

Audit Technical Committee

The Audit Technical Committee, set up in June 1998, is composed of three non-executive Directors, two of which independent:

GIUSEPPE
FONTANA (Chairman)
VIRGILIO MARRONE
MARIO SARCINELLI

The
Managing Director, the General Manager and the Chairman of the Board of Statutory Auditors take part in the meetings.

The
Audit Committee has the responsibility of analyzing the problems and relevant practices with the possibility to make specific analyses of subjects to be investigated further, with
reference to the evaluation of the internal control system. The Committee also evaluates the adoption of the best corrective measures proposed to deal with omissions and anomalies found in the audit
processes, both internally and with the independent auditors.

In
particular, the Committee:



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The meeting room of the Executive Committee in Turin

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The
Audit Technical Committee also performs the tasks and functions assigned to it as a Regulatory Body, in accordance with D. Lgs 231/2001, as regards the administrative responsibility
of the companies and presents a specific annual report on the activity performed in this context to the Board of Directors.

As
well as intervening on more strictly pertinent matters, the Audit Committeewhich met 17 times in 2004also examined other general issues, including: the
initiatives undertaken by the Bank regarding customers holding bonds; the project for the concentration and reorganization of the Group's insurance activities and the consequent reorganization of
investments; the internal control system of the "former Cardine Group" bank-networks as well as the centralization of the internal audit activities of the subsidiaries with the Parent
Bank; the internals controls on the financial statements in accordance with the Sarbanes-Oxley Act and U.S. standards on the matter.

Remuneration and Personnel Policies Technical Committee

The Remuneration and Personnel Policies Technical Committeewhich has operated within Sanpaolo Imi since 1998is currently made up of
three non-executive Directors, one of whom independent:

ITI
MIHALICH (Chairman)
ALFREDO SAENZ ABAD
ALBERTO TAZZETTI

The
Committeewhich met seven times in 2004has the role of evaluating, in agreement with the Chairman of the Board of Statutory Auditors and referring to the
Board of Directors, the remuneration of the Directors with particular offices and examining the total
remuneration structure of the Directors, also taking account of any presence in the Corporate Bodies of subsidiary Companies.

The
Committee, with intervention by the Managing Director and the General Manager, considers in depth the issues concerning the definition of the general direction for top management
remuneration and management policies at Company and Group level, as well as the approval and modification of the general arrangements concerning work relationships.

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Ethical Committee

The Ethical Committee, set up in 2001, is currently composed of three non-executive Directors, one of which independent:

ANTHONY
ORSATELLI (Chairman)
MAURIZIO BARRACCO
LEONE SIBANI

The
Committee in question, which met twice in 2004, has the responsibility of investigating and evaluating the principles to be presented to the Board of Directors for the identification
of a corporate ethical-environmental policy, monitoring internally to which extent the chosen principles have been adopted and supervising the publication of the Social Report and the guidelines for
the external communication of corporate policy in this area. The Ethical Committee is also responsible for proposing, where deemed fit, the definition of codes of conduct and approving adherence to
declarations of principles or bodies in the sector and, in virtue of such power, has given its positive judgment on the Ethical Code of SANPAOLO IMI, approved by the Bank's Board of Directors in 2003.

Together
with the Social Report, the Ethical Code provides the general reference of the ethical principles and values of the Group and the corpus for the criteria of conduct for its
Directors, employees and co-workers in every operating and geographical context and with all people and bodies with which the Group companies operate.

This
document has been given to all Group employees, in the belief that total adherence and consistent application of its principles, in relations with customers and other Bank and Group
Company interlocutors, creates the basis for a long-term relationship of trust; the Code has also been transmitted to the Group companies so that its contents can be disseminated among the
respective Administrative bodies.

Nomination of the Directors

The SANPAOLO IMI Articles of Association do not contain a specific procedure for nominating Directors, hence this takes place on the basis of the proposals
presented during the Shareholders' meeting, with the presentation of the curricula and professional experiences of the candidates.

To
this end, it is noted that the Bank creates awareness among its majority shareholders of the opportunity, where possible, to anticipate information on the proposals for nomination and
on the profiles of candidates for the office of Member of the Board of Directors, depositing the relative curricula in the Registered Office4.

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It
should be emphasized thatin the light of the current regulations concerning requisites of respectability and professionalism required for the bank
directorsthe presentation of nominations implies the performance of adequate examination by those presenting candidates regarding the personal and professional characteristics of their
candidates. The Board has 30 days from the date of nomination to check that the above-mentioned requisites exist, in conformity to the legal dispositions issued by the Bank of Italy.

At
the moment there is no special committee within SANPAOLO IMI for the presentation of nominations to the office of director, given the nature of the task, which falls within the
context of the competencies of shareholders, and the alert and attentive character of the latter as regards attendance

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of
the shareholders' meetings and presenting suitable candidates for the corporate office. Their choice is focused on profiles of high standing with a wide range of different professional and
managerial experiences in domestic and international contexts.

Remuneration of the Directors and Top Management

The current system for the remuneration of the Directors, according to the provisions of the Articles of Association and within the terms established by the
Shareholders' meeting on 29 April 2004, is largely based on the following:



while,
pursuant to the Articles of Association, the Directors have the right to reimbursement of expenses occasioned by their office.

The
Board of Directors supervises the distribution to the Directors of the variable part and, having heard the opinion of the Board of Statutory Auditors and taken the advice from the
Remuneration and Personnel Policies Technical Committee, sets the remuneration of the Directors with particular duties as set out in the Articles of Association.

In
particular, for 2004, the Board of Directors, upon proposal by the aforementioned Committee, established:



The
above remunerations are all-inclusive.

The
Board of Directors, having heard the opinion of the Board of Statutory Auditors, has set an additional payment for the Directors who are members of the Technical Committees and for
the Chairman of the Audit Technical Committee, considering the extensively diversified area of operation of the abovementioned Committee.

Details
of the payments to the Directors are shown in the Explanatory Notes to the Parent Bank Financial Statements.

The
determination of the amount due to the General Manager is the responsibility, in accordance with the Articles of Association, of the Board of Directors. The Board, as proposed by the
Remuneration and Personnel Policies Technical Committee and having heard the Board of Statutory Auditors, has set for the General Manager, a fixed remuneration and a variable part related, as for the
Managing Director, to the achievement of profitability ratio targets related to the MBO mechanism envisaged for High level Executives and established in the context of the 2003-2005 Plan
as well as the share performance.

The
remuneration system of the Company and Group's High level Executives and management is characterized by the clear personalization of the retributive schedule, based, as well as on a
fixed part, on the extensive use of the variable component. The current management by objectives model is, in particular, closely related to the strategic aims of the Industrial Plan, with the
application of a

22

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corrective
mechanism that links the payment of the cited variable component to the achievement of a global business objective, made up, for 2004, of the Group's ordinary gross income.

CHART

Managing Director, General Manager and organizational structure

The current Group business model is characterized by the exploitation of the concept of proximity to customers in the various areas where it is present, the
specialization of the professional skills of the commercial units and product companies, andto guarantee excellent service and pursue efficient scale and scope economiesby
the centralized control of operating and administration activities and the centralization of strategic direction, governance and control within the Parent Bank, consistently with that provided for by
the standards issued by the Bank of Italy in relation to banking groups.

With
a view to creating an organizational structure in line with these aims, and in implementing a reorganization plan of the Bank and the Group based upon the division of areas of
expertise, the Board of Directors has approved the nomination of a Managing Director, in the person of Alfonso Iozzo, and a General Manager, in the person of Pietro Modiano, determining the respective
areas of operation and attributions.

The
Managing Director is responsible for the global coordination of the Group activities, according to the directions given by the Board of Directors. He is particularly responsible for
defining the Bank and Group's activities of strategic direction, governance and control, supervising the Group planning process, monitoring the consistent development of plans and budgets and the
central control of risks. The Managing Director is also responsible for the insurance activities (Assicurazioni Internazionali di Previdenza), the financial planner networks (Banca Fideuram) and asset
management (Sanpaolo IMI Asset Management) as well as, generally, the governance of equity investments.

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The
General Managerhead of the operating and executive structureis responsible for all Functions pertinent to the commercial bank, with the relative governance
and support structures, as well as the banking networks operating on domestic and transnational territory and specialist companies controlling specific markets, territories and businesses such as
public entities (Banca Opi), investment banking (Banca Imi), private equity, consumer credit (Finemiro Banca), leasing (Sanpaolo Leasint) and tax collection (Gest Line).

In
particular, in accordance with the Articles of Association and on the basis and in the context of the powers granted to him by the Board of Directors, the General Manager:



The
General Manager attends the meetings of the Board of Directors and the Executive Committee with consultative functions and to make proposals, in conformity to the provisions of the
Articles of Associations; he takes part in the work of the Audit Technical Committee, intervenes in the Remuneration and Personnel Policies Technical Committee and is also Chairman of the Group Credit
Committee and the Group Financial and Market Risk Committee.

In
the case of absence or impediment, the General Manager is replaced by the Central Managers depending on the case in question.

In
the light of the division of expertise described above, the Board has attributed to the Managing Director and the General Manager powers to be exercised within the context of the
strategies, the addresses and plans laid out by the same Board, with faculty of sub-power of attorney and the obligation to report quarterly to the Board on the activity performed, the
decisions made and the powers of attorney conferred.

The
Managing Director and the General Manager are attributed powers concerning loan issue and operational powers, Group guarantees to financial institutions, financial risk management
and control, recovery of loans, legal and prelegal proceedings on non-recovered assets and liabilities, administration procedures against the Company and costs, as well as powers in
matters concerning
personnel and structures within the context of the management directions approved by the administrative bodies.

The
Managing Director and the General Manager have been assigned, in general and within the context of their respective attributions, or in the execution of decisions made by superior
Bodies, all powers necessary for the ordinary management of the Company, unless otherwise reserved specifically to other Bodies pursuant to the Articles of Association or by exclusive mandate of the
Board of Directors.

The
Managing Director, on the basis of the powers mandated, and the General Manager, in the matters reserved to him, formulate the proposals for approval by the Board of Directors and
the Executive Committee.

24

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Other Committees

In the context of the mechanisms and instruments to guarantee the global coordination of the Group, there are special Committees set up in the context of the
Company's top management, with the task of controlling the coordinated management of operating themes of particular importance.

Group Credit Committee

The Group Credit Committee is a technical body with powers concerning the assignment of concessions which, in terms of type/amount/duration, exceed the limits
attributed to the individual operating units of the Bank, the preliminary examination of transactions falling within the expertise of the Parent Bank boards and the credit transactions of
subsidiaries, which require particular supervision.

The
Committee also favors the definition, implementation and coordination of the Group lending policies and aims to promote initiatives to improve the global quality of the loan
portfolio, the methods to prevent deterioration of credit and improve the effectiveness of the recovery processes, the general management criteria of "larger exposures with Group companies" and the
evolutions of the lending activity of the Group and the individual companies.

The
Group Credit Committee is also competent on the matter of Country Risk and Bank and Financial Institution Risks, together with the power to preventively examine the assignment
proposals for which the corporate boards are responsible.

The
Committee is called to meet, usually once a week, by the General Managerwho presides over the Committee and sets the agendaand is made up of the Managers of
the Bank structures competent for each matter; other Managers provide consultative functions or intervene on a permanent basis. Lastly, the Managers of specialist units and other Group representatives
indicated by the Chairman may attend the meetings.

Group Financial and Market Risk Committee

The Group Financial and Market Risk Committee has a decision-making and informative role and is generally responsible for ensuring that the Company has an
integrated view of the global risk undertaken by the Group.

In
particular, the Committee's main activities regard the coordination of the Group's risk strategies and policies, checking the guidelines for defining the methods and criteria for
measuring the risks developed by the Parent Bank's risk management; checking the effective adaptation of the aforementioned criteria and methods, as well as the control procedures by the Group's
individual operating units; regularly checking the Group's global risk profile and its main operating units; evaluating the extraordinary adoption of operations to contain risks which become necessary
as a consequence of particular market trends; defining the structure of the Parent bank's "operating limits" and its business lines, as well as the guidelines to be followed by the subsidiaries in
setting "operating limits". This Committee is also assigned, by specific mandate of the Board of Directors, the task of monitoring the Group operating risk, in line with the indications of the New
Basel Capital Accord.

The
Committee is called to meet, usually once a month, by the General Managerwho presides over the Committee and sets the agendaand is made up of the Managers
of the Bank structures competent for each matter; other Managers of the main units of the Bank and the Group indicated by the Chairman intervene on a permanent basis and, lastly, other Bank and Group
representatives may attend by invitation.

25

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Disclosure Committee

Confirming the attention which it has always devoted to maintaining a high level of corporate governance, the Group has set up an extensive plan of action aimed
at creating a brand new system of governance and control of financial information, focusing on increased reliability of processes to ensure the highest quality standards when writing the disclosures.
The demanding program is largely based on the formal encoding, in a structured system, of the processes of the financial statements and disclosures, intervening when the controls provided for prove
ineffective, envisaging constant updates to implement the evolution induced by the corporate or external phenomena, including the transition to IAS/IFRS. With the implementation of the provisions of
the Sarbanes-Oxley Act, the SANPAOLO IMI Group aims to take advantage of the opportunity offered by the standard, gaining in competitiveness.

Considering
the above and in observance of the aforementioned Sarbanes-Oxley Act, as well as the connected rules undertaken by the SEC, the Disclosures Committee was set up in 2002,
presided over by the Head of Finance management and Administration, in his capacity as Chief Financial Officer, and composed of the Heads of certain Central Management and Central Functions of the
Bank.

This
Committee is called to express a technical opinion on the disclosure controls and procedures, in order to ensure the accuracy and promptness of the information to be published on
the basis of Italian and U.S. standards, and to supervise the preparation of the main accounting documents. In particular, the Committee certifies to the Managing Director, in his capacity as Chief
Executive Officer, and to the Chief Financial Officer, before sending Form 20-F to the SEC, that it has evaluated the effective nature of the disclosure procedures and controls to
ensure correct registration and communication of important financial information regarding the Bank and the Group.

The internal control System

The internal control system is a fundamental and vital element to the company processes aimed at guaranteeing, through the control of related risks, the correct
management of the Bank and the Group in view of achieving the set aims and, at the same time, the defense of the interests of stakeholders.

As
a bank, SANPAOLO IMI is subject to a specific Bank of Italy regulation which, as regards the issue in question, in line with the recommendations adopted internationally, is marked by
a limited prescriptive indication in favor of principles of reference and by stimulating the top management for the development of highly efficient and effective control systems: in accordance with
the Supervisory Regulations issued by the Bank of Italy, competitiveness, medium- and long-term stability and the possibility of guaranteeing healthy and prudent management cannot be
obtained without a correctly functioning internal control system and the development of a solid company culture on the matter.

At
SANPAOLO IMI the internal control system and the appointed structure are particularly widespread and organized to control effectively the typical risks inherent in the corporate
activity and monitor the economic and financial situation of the Company and the Group.

These
responsibilities are given to a special structure known as Audit Management which, reporting directly to the Managing Director, is necessarily independent of the operating
structures and in carrying out its activities, it is not denied access to data, archives and company assets.

Audit
Management has the responsibility for evaluating the functioning of the complete system of internal controls of the Group, controlling operations and risk management performance,
the respect of procedures and the regulations drawn up by the Bank and the subsidiaries, as well as bringing to the attention of the Board of Directors and Top Management possible improvements in
controlling risks.

The
Management is split into the following Functions: Parent Bank and Bank Networks Audits, with the mission of evaluating the internal control system to control risks and identify
anomalous trends and violations of procedures with reference to the corporate centre units of the Parent Bank, the

26

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Italian
Network structures and those of the Foreign Network; Subsidiaries Audit, with the mission of coordinating the auditing functions of the subsidiaries, in order to guarantee consistent controls
and adequate attention to the various types of risk, also through an independent investigation and verification activity by way of examination of periodical informative flows, as well as interventions
on the premises of the same Companies. Compliance, with the mission of ensuring the conformity of company processes with legal provisions and the supervisory regulations that govern the various
sectors of activity, also reports to Audit Management.

A
quarterly report on the results of the activity is presented to the Board of Directors and the Audit Technical Committee, whose meetings are attended, on such occasions, by the head of
Audit Management, who shows the Directors the report and provides the necessary clarification, acknowledging any comments.

There
are regular, continuous reports between Audit Management and the other control bodies and, in particular, to the Board of Statutory Auditors, to which constant information and
cooperation are ensured through the attendance of the Audit Committee meetings by the Chairman of the Board and the periodical report by the Head of Audit Management, in the context of the sessions of
the same Board, on the results of the activities performed.

On
the matter of internal controls, the instructions issued by Bank of Italy also devote particular attention to the tasks of the Parent Bank, called upon to exercisein the
framework of the general activities of management and coordination of competencestrategic control of the evolution of the various areas of activity in which the Group operates and of the
risks pending on the portfolio of activities exercised, operational control aimed at ensuring the maintenance of the conditions of economic, financial and capital balance both of the individual
companies and the Group as a whole, as well as technical-operational control aimed at evaluating the various risk profiles brought to the group by the individual subsidiaries. The effective control of
the whole Group's strategic choices and the operating balance of the various components is ensured by the internal audit system.

At
Group level, SANPAOLO IMI has adopted a control system which aims to avoid overlapping or duplicating operations and achieving an audit activity which is as standardized as possible,
assigning the Parent Bank a strong role in coordinating the independent internal auditing functions of the subsidiaries.

To
this end, the "SANPAOLO IMI Group internal audit activity regulations" have been issued. A specific organizational procedure which regulates the flows of information between the
Parent Bank and the subsidiaries has been formalized and a risk assessment instrument to evaluate the level of functionality of the company's internal controls system has been developed, with
increasingly pressing coordination of the individual company inspection functions via supervision of the respective operating plans.

As
regards the Group bank-networks, which have recently been involved in a progressive integration process, the respective internal auditing activities have been centralized
in the Parent Bank's Audit Management, to guarantee standardized rules, methods and techniques, simultaneously optimizing Group synergies. The above is valid subject to the envisaged information flows
with the respective company bodies, in particular the Boards of Statutory Auditors and the Audit Committees, and the relative decisions of competence.

In
order to check the compliance of the conduct of the Group companies with the indications and directions supplied, as well as the effectiveness of the internal control systems,
SANPAOLO IMI carries out regular checks on the Group components and sends the Bank of Italy an annual report on the checks carried out on subsidiaries, also comprising the comments of the Board of
Directors and the Board of Statutory Auditors.

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In
order to implement the provisions of Legislative Decree no. 231/2001, on the matter of administrative responsibility of legal bodies for crimes committed by those in leading
positions within their relative structures or by those subject to their management or regulation, and also taking account of the existing internal control system, SANPAOLO IMI has approved the
reference principles for adoption of
the models of organization, management and control pursuant to the abovementioned Decree, as well as conferralas referred to aboveof the qualification of Supervisory Body to
the Audit Technical Committee, with contextual attribution of the powers and prerogatives necessary to perform the supervisory activities with regard to the operation and observance of the models and
their updating in compliance with the provisions of the Decree.

The
abovementioned Principlewhich express the activities conducted by the Bank in order, among others, to highlight and analyze the design of the control system in place,
supplying a framework of reference for the specific control procedures developed in relation to the various areas of activityhave been brought to the attention of all Bank employees with
the aim of regulating the performance of corporate activity and preserving the results achieved and the relationship of trust created with customers and the reference community.

Transactions with related parties

The Board of Directors has identified the parties related to the Bank and defined a Group procedure for the deliberation of transactions with such related
parties, aimed at setting competencies and responsibilities, as well as indicating the informative flows between the structures of the Bank and the companies directly and indirectly controlled.

To
provide maximum transparency, the Bankas well as including among the related parties those falling within the categories identified by Consobhas included in
the setting of the related parties all those adhering to the current para-social contracts among some SANPAOLO IMI shareholders, including the holding companies of said shareholders.

Significant
transactions with related parties performed by the Parent Bank shall be reserved to the competence of the Board of Directors, after examination by the Audit Technical
Committee.

Significant
transactions are those with at least the following thresholds:



The
significant transactions entered into by subsidiaries with the related parties of the Parent Bank have been reserved to the deliberative competence of the Board of Directors of the
company concerned; in any case the subsidiary must submit its proposal to the approval of the Parent Bank in the case of transactions with values which are at least equivalent to the limits stated
below:



As
part of the procedure, in the preliminary stage of atypical or unusual transactions, the competent structures must be assisted by independent experts called to express an opinion on
the economic conditions and/or legitimacy and/or the technical aspects of the transaction. For significant transactions, the Head of the Parent Group Structure competent to propose or approve the
transaction,

28

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will
assess whether or not to make use of the assistance of independent experts on the basis of the non-repetitive nature and relevance of the transaction.

The
resolution proposals related to transactions with related parties, even when they are delegated to company bodies other than the Board of Directors, must state that the transaction
is with a related party and always include a brief description of the characteristics, methods, terms and conditions of the transactions, indicating the related parties with whom the transaction is
entered into, the reasons for and economic effects of the accomplishment of the transaction, the methods used to determine the price and the evaluations of its adequacy, as well as any indications
supplied by independent experts.

It
should be noted that, if the related party is one of the subjects who exercise management, administration and control functions within the Bank, the special, stricter regulations
contained in the Supervisory Regulations on the duties of banking exponents pursuant to Art. 136 of D. Lgs 385/1993 of
the Testo Unico Bancario (Consolidated Banking Law) which envisage the prior unanimous approval of the Board of Directors, with the favorable vote of all the members of the Board of Statutory
Auditors. The abovementioned provision also allows for the obligations provided for by the Italian Civil Code with regard to the interests of the directors, where envisaged, under Art. 2391, which
emphasizes the positive obligationcarefully and systematically respected in the context of SANPAOLO IMIof full representation, by the Directors, of any interest held, on own
or third-party behalf, which might be of importance in the exercise of the management function5.

---

It
should also be noted that, in accordance with the above-mentioned Art. 136, those performing administration, management and control functions within banks or companies belonging to
the Group may not issue bonds or purchase/sale deeds directly or indirectly with the company to which they belong, or perform financing transactions with other Group companies or banks in absence of
approval by the boards of the contracting company or bank, adopted with the methods indicated above. In such cases the bond or deed must be approved by the Parent Bank, as issued by the Board of
Directors.

Following
the approval of the transactions with related parties, the Functions of the Parent Bank and the subsidiaries must present a quarterly report to the Audit Technical Committee
and the Board of Directors of the Parent Bank, in accordance with Art. 150 of D. Lgs 58/1998, and must, if necessary, implement immediate or periodical informative duties to the market.

A
description of transactions with related parties is included in the Group Report on Operations of the Consolidated Financial Statements.

Treatment of confidential information

Institutional communication activities in SANPAOLO IMIincluding the treatment of price sensitive informationare the exclusive
responsibility of the Chairman and the Managing Director.

They
engage the External Relations Function for this purpose and this function is also assigned the task of managing external and institutional relations as well as relationships with
the press and the media in general and to monitor the flow of information which might be of interest to Top management.

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This Function is also responsible for the dissemination of price sensitive communications in observance of the provisions issued by the supervisory and market management bodies.

Confidential
information is treated following an internal procedure approved by the Board of Directors in conformity to best practice, the principles and recommendations contained in the
communications issued by the Regulatory Authorities. This procedure, affirming the obligation of confidentiality, in the corporate interest and the interest of Directors and Statutory Auditors,
highlights the value which the Company recognizes in terms of principles of market efficiency and transparency as well as the criteria of duty, clarity and continuity of information, on which
communication toward the public is based. The procedure also exemplifies the main circumstances when the obligation to communicate arises and the means of communication.

In
implementing the legal and regulatory provisions, in addition to the above-mentioned procedure, specific instructions have been transmitted to subsidiaries to ensure an efficient
informative flow and timely respect for the requirements of transparency by the Group to the market.

Lastly,
the accounting information that the Bank must communicate to the NYSE and the SEC on the basis of U.S. standards must be price sensitive and made available to the public also in
Italy. Likewise, in applying an equivalence principle, all relevant information that has to be made public by the Bank in accordance with domestic standards is immediately supplied to the above
mentioned foreign Authorities.

Internal dealing

Pursuant to provisions introduced by Borsa Italiana in the Regulation of Markets and in the related Instructions on the matter, aimed at the disclosure of
transactions of purchase and sale undertaken by the Directors and by other "relevant people" in the stocks of listed companies to which they belong and of the main subsidiaries, the Board of Directors
adopted the "Code of Conduct of Relevant People and of SANPAOLO IMI S.p.A. for transactions involving the Group's listed financial instruments and for communication to the market".

The
Code governs the communication to the public of transactions in Group listed stocks undertaken by the subjects ("relevant people") who have access, in virtue of the office held in
the same Group, to
a privileged strategic vision and are therefore able to direct, with a deeper perception of the opportunities offered by the market, their own investment choices(6).

---

In
accordance with the provisions of the Code and on the basis of the information received, the Bank communicates to the marketby the tenth day on which the stock market is
open following the last day of each calendar quarterthe transactions undertaken during such period by subjects identified as relevant people or equivalent, the total amount of which is
equal to or more than 50,000 euro, and having as the object listed stocks of the Group or financial instruments, as defined in the Stock Exchange provisions. Among the transactions subject to
communication, are those having as their object the American Depositary Receipts (ADRs) negotiated on the New York Stock Exchange, while the transactions undertaken in the exercise of purchase or
subscription rightsregulated within the context of stock option plansor option rights, are not considered.

Without
delayand by the first day the stock exchange is open following receipt of communication of the transaction by the relevant personthe Bank communicates
to the market the transactions undertaken by the same subjects which amount, individually or collectively, to more than 250,000 euro.

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In
the Code of Conduct, provision has also been made for the Board of Directors to establishfor specific periods of timeprohibitions or restrictions for
relevant people or equivalent regarding the execution of the above mentioned operations.

SANPAOLO
IMI has communicated promptly to the market the adoption of the Code of Conduct and subsequent amendments, making the updated document available on its website.

Relations with shareholders and the Financial community

SANPAOLO IMI has always paid particular attentionsetting up internal company structures dedicated to this specific purposeto seamlessly
managing relations with shareholders, institutional investors and the main operators in the domestic and international financial community, and to guaranteeing the systematic dissemination of thorough
and prompt information on Group activities, strategies and results, also in the light of the indications formulated on the matter by the Consob and the principles contained in the "Market Information
Guide" on corporate information published in 2002 by Forum Ref. These tasks are currently attributed to Investor Relations and the Company Secretariat.

During
2004 the Company pursued its opening towards the market, especially in conjunction with the publication of the financial statements and periodical results, through meetings with
investors and financial analysts in the main geographic areas.

In
the context of the methods with which SANPAOLO IMI intends to increase communication with investors and the public, pursuing a practice of correct, accurate and transparent
communication, particular attention has been paid to the adequate preparation of the website www.grupposanpaoloimi.com.

Through
this sitewhich is also available in an English versionthe Bank supplies and updates news on the Group's structural and operating profile and the
composition of the Bank's shareholder structure, economic-financial information (financial statements, half year and quarterly reports, share performance and opinions expressed by the rating
agencies), press releases issued by the Company and the annual calendar of relevant corporate events, as well as information on relevant or extraordinary transactions. The site also provides news
about the meetings organized periodically with financial analysts, to which anyone who is interested can participate directly or by conference call. The website is a way of fulfilling the informative
and publication obligations of specific documentation required by the current regulations issued by Borsa Italiana.

The
site also includes a section dedicated explicitly to the Bank's corporate governance, which contains details on the corporate governance model adopted, along with this Report and the
documents and information concerning its general organizational structure and details on the procedures and principles of conduct which the Company adopts with reference to specific issues (internal
dealing code, conduct during transactions with related parties, Ethical Code).

The
website contains telephone contacts and there is an e-mail address (investor.relations@sanpaoloimi.com) for users to request information or documentation.

Shareholders' Meetings

The Shareholders' Meetings represent a privileged opportunity for profitable communication between shareholders and Directors and also for informing shareholders
of news on the company, respecting the principle of informative equality and regulations on price sensitive information.

In
the light of that stated above, SANPAOLO IMI encourages and facilitates the most extensive participation by shareholders in the Meetings: shareholders who have attended recent
meetings are promptly issued calls to subsequent meetings and receive the informative materials prepared in view of

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the
work to be performed, to offer them a chance to exercise their voting rights in possession of all the necessary information.

The
Shareholders' Meetings are called with publication of an announcement in the Official Gazette, at least two national daily newspapers and two of the most important foreign daily
newspapers. The documentation on the items on the agenda is published on the Bank's website along with the call for the meeting.

The
Articles of Association, taking account of the petitions of the shareholders and institutional investors, do not envisageas would be permitted by current
lawsany preventive deposit of shares and/or relative certifications for the purpose of attendance of the Meeting by shareholders.

The
Shareholders' Meetings are attended by the Company Directors and Statutory Auditors, who make a useful contribution to the meeting. Moreoverto allow best use of the
discussion and to regulate the meeting and allow all the shareholders in attendance to express his/her opinion and ask for clarification regarding the agendaSANPAOLO IMI has implemented a
Shareholders' Meeting Regulation which is made available to shareholders before every meeting, together with the documentation prepared specifically for the Shareholders' Meeting. This Regulation is
not an appendix to the Articles of Association and has been approved by the Ordinary Shareholders' Meeting which is competent to approve any related amendments, also to guarantee greater flexibility
and prompt adaptation of the text to the needs that the experience of its application might suggest.

The
Regulationavailable on the Bank's websitegoverns, among others, the intervention in and attendance of the Shareholders' Meeting, the verification of the
legitimate right
to intervene and access to the meeting room, the voting methods, interventions by the Directors and Auditors and also the Chairman's powers.

The
Company does not deem it necessary to proceed to specific initiatives designed to amend the capital percentage ceilings contemplated by the current regulation for actions and
prerogatives to safeguard minorities.

The
Shareholders' Meeting met twice during 2004: on 29 April and 30 June. The subjects discussed during the April meeting included, in particular, the approval of the financial
statements for 2003, the nomination of the Board of Directors and the Chairman for 2004/2005/2006 and the appointment of the independent auditor for 2004/2005/2006; the following meeting in June
approved the adaptation of the Articles of Association in line, among others, with the coming into force of the Legislative Decrees for the corporate law reform and the organizational model of the
Bank's Administration and Management, as well as the partial spin off from Banca Fideuram of Fideuram Vita to SANPAOLO IMI, in the context of the project for the reorganization of the Group's
insurance businness.

The
attendance of the Meeting by shareholders is constantly significant: in particular, the Ordinary Shareholders' Meeting in April was attended by 51.84% of the ordinary capital, while
the extraordinary meeting in June was attended by 55.33% of the total share capital.

Board of Statutory Auditors

Nomination, composition and duration

The Board of Statutory Auditorscomposed of five Statutory Auditors and two Supplementary Auditorsis elected by the Shareholders' Meeting
through the voting list and in observance of a procedure which envisages the timely publication of the candidacies and ensures a representation within it of representatives of minority shareholders.
The Auditors hold office for three financial years and may be re-elected.

The
lists of candidateswhich can be presented by the shareholders who, either alone or with other shareholders, represent at least 1% of the shares with voting rights in the
Ordinary Shareholders'

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Meetingmust
be published in at least two national daily newspapers, including one financial newspaper, at least 10 days before the day fixed for the Shareholders' Meeting on first
call, and deposited at the registered office together with the curriculum vitae of each candidate and declarations with which the individual candidates accept their candidacy and affirm, under their
own responsibility, the absence of causes of ineligibility and incompatibility, as well as the existence of the requirements prescribed by current regulations and the Articles of Association to hold
the office of Statutory Auditor.

The
Board of Auditors currently in officenominated for 2002/2003/2004 by the Shareholders' Meeting held on 30 April 2002 and integrated by the Meeting on 29
April 2004is composed of:

|MARIO PAOLILLO      |  | Chairman                
|------------------- |  | ------------------------
|AURELIANO BENEDETTI |  | Auditor                 
|MAURIZIO DALLOCCHIO |  | Auditor                 
|PAOLO MAZZI         |  | Auditor                 
|ENRICO VITALI       |  | Auditor                 
|STEFANIA BORTOLETTI |  | Supplementary Auditor   
|GIAN LUCA GALLETTI  |  | Supplementary Auditor(7)

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The
term in office of the members of the Board of Auditors is envisaged until the approval of the financial statements for 2004. The renewal of the Board is planned for the Shareholders'
Meeting of 28/29 April 2005.

The
Shareholders' Meeting of 30 April 2002 also established the payment due to the members of the Board of Auditors for the three year-period of office, also approving
the payment to each Auditor of a fixed amount (including allowances) for attendance of every meeting and without affecting the Auditors' right to reimbursement of expenses produced by their office.

Details
of the payments to the Auditors are shown in the Explanatory Notes to the Financial Statements.

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Functions and powers of the Board of Statutory Auditors

The Board of Statutory Auditorswhich met 18 times during 2004(8) with an 80% average attendance by Auditorsis called upon to supervize
the observance of the law and the Articles of Association, the observance of the principles of correct management and the adequacy of the organizational structure, for the areas of competence, of the
internal control system and the Company's administrative-accounting system, as well as the adequacy of the provisions given by
the Company to its subsidiaries to fulfill the communication and information obligations provided for by the law.

---

In
carrying out its duties, the Board of Statutory Auditors has extensive powers of inspection and internal investigation, it may callin cases provided for by the
lawthe Shareholders' Meeting, the Board of Directors and the Executive Committee, appeal against the resolutions of the Shareholders' Meeting and the Board and report irregularities in
management to the Court, also with reference to subsidiaries. The Board also immediately informs the Consob and the Bank of Italy of irregularities in supervisory activities.

The
Board of Auditors attends all the meetings of the Board of Directors and the Executive Board and therefore is constantly informed of the activities carried out by the Company.
Moreover, in compliance with Art. 150 of D. Lgs 58/1998 and the Articles of Association and in order to guarantee that all the information needed to exercise effectively its functions are made
available to the Board of Statutory Auditors, the Board of Directors refers promptly, at least quarterly, to the Board on the activities performed and the major economic, financial and balance sheet
transactions performed by the company or the subsidiaries; in particular the Directors report transactions in which they are interested on their own behalf or that of third parties.

To
implement the legal provisions and the Articles of Association, a special organization procedure has been created; it defines the competencies and responsibilities of the Bank
functions involved in the informative process between the Board of Directors and the Board of Statutory Auditors. The activities referred by the Board are, in any case, promptly reported to the Board
of Statutory Auditors in a specific communication addressed to its Chairman.

The
informative activity in question is organized into reports on Group activities, which analyze the operating trend and major economic, financial and balance sheet transactions, the
exercise of powers of attorney within the Parent Bank and potentially conflicting transactions, with particular reference to transactions with related parties. The extensive informative activity in
question is not just functional to the performance of the Board of Statutory Auditors' supervisory activities, but also allows all the Directors to carry out aware and informed observance of company
operations.

In
relation to the quotation on the United States stock market, SANPAOLO IMI took direct measures to respond fully to the instructions given by the SEC for the implementation of the
Sarbanes-Oxley Act, also with regard to the obligation to set up an audit committee which meets specific standards of autonomy and independence and has control functions of mainly accounting nature.
The comparison of this regulation with the principles of the Italian order led to the belief that it might be possible to assign the above mentioned functions to the Board of Statutory Auditors,
without affecting the ordinary competencies and responsibilities assigned to the latter by Italian law.

34

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The
Board of Statutory Auditors already holds extensive powers and responsibilities established by the law and Italian regulations, as well as by Consob recommendations, and the choice
made appears consistent with the concentration of control competencies within this Body.

Offices of Director or Statutory Auditor held in other companies

Considering that the assumption of a considerable number of offices could jeopardize the diligent performance of their tasks, the Articles of Association state
that the members of the Board of Statutory Auditors may not hold more than five offices as Auditor in other listed companies. The need to ensure unitary control of the Group has also led to the
express exclusion of offices held in subsidiaries from the above restriction: under this assumption, the presence of the Parent Bank Auditors represents a useful instrument with which the Board of
Auditors is able to acquire the information needed to fulfill the functions of competence.

In
part three of this Report, summary table 3 shows the number and listing of the other offices of director or auditor currently held by each member of the Board of Statutory Auditors in
companies listed in Italian markets.

Audits

Being a listed Company, the accounting control activity of SANPAOLO IMI must, by law, be carried out by independent auditors who are responsible for checking that
the company accounts are properly kept during the year, that the operating facts are correctly booked and also for ensuring that the financial statements and the consolidated financial statements
correspond with the results of the accounting entries and the checks carried out and that the same accounting documents conform to the pertinent regulatory standards. The independent auditors issue
appropriate reports to express an
opinion on the financial statements and the consolidated financial statements as well as on the half year report.

The
assignment of the auditing appointment is proposed by the Board of Directors, also following assessments by the Audit Committee, on the basis of bids presented by the independent
auditors interested; the proposal, together with the opinion of the Board of Statutory Auditors, is presented to the Ordinary Shareholders' Meeting during the approval of the financial statements. The
Shareholders' Meeting confers the appointment for three years, renewable a maximum of two times, and also determines the payment due to the company appointed.

The
independent auditors have the right to obtain from the Directors documents and information useful to the auditing activity and may carry out any checks, inspections and controls; it
promptly informs the Consob, Bank of Italy and the Board of Statutory Auditorswith which it exchanges data and information of importance to their respective tasksof any facts
considered discommendable.

The
attribution to the independent auditors of further tasks other than auditing (non-audit services), compatible with their corporate purpose, must be approved by the Board
of Directors after being approved by the Board of Statutory Auditors.

The
independent auditors appointed by SANPAOLO IMI for 2004/2005/2006 is PricewaterhouseCoopers S.p.A., to which this office was conferred by the Shareholders' Meeting on 29
April 2004.

With
the aim of monitoring the auditing assignments and any other assignment of professional services (audit and non audit services) conferred to independent auditors working for the
Group companies, or to companies, professional offices and other organizations which have stable relations with these independent auditors in Italy and abroad (associates), SANPAOLO IMI has set up a
specific Directive, in order to ensurebesides standardization of the independent auditing of the financial statements with regard to the assignment by the Parent Bankfull
respect of the Italian standards on

35

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independent
auditors appointed to perform the mandatory audits of Group companies, as well as the correct fulfillment of the U.S. standards.

Allowing
them autonomy for the conferment of assignments to independent companies as well as the competencies and checks to be performed by them as regards relations with their own
auditors, the Directive states that subsidiaries must ask for the preventive opinion of the Parent Bank's Board of
Statutory Auditors before conferring an audit assignment to an independent auditor or should they intend to make use of non audit services of an independent auditor already appointed to perform the
audits of a Group company, or have them performed by its "associates". The opinion of the Board of Statutory Auditors is aimed at ensuring that the new assignment is consistent with the general
picture of the group controls and does not alter the conditions of independence required from Group auditors.

36

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Part III

SUMMARY TABLES

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TABLE No 1: STRUCTURE OF THE BOARD OF DIRECTORS AND THE TECHNICAL COMMITTEES

|Director                   |  | Office          |  | Executive |  | Non
Executive |  | Indipendent |  | Number of
other offices |  | Executive
Committee |  | Audit
Technical
Committee |  | Remuneration
and Personnel
Policies Technical
Committee |  | Ethical
Committee
|-------------------------- |  | --------------- |  | --------- |  | ------------- |  | ----------- |  | ----------------------- |  | ------------------- |  | ------------------------- |  | ------------------------------------------------------- |  | -----------------
|ENRICO SALZA               |  | Chairman        |  |           |  |              |  |            |  | 1                       |  |                    |  |                           |  |                                                         |  |                  
|MAURIZIO BARRACCO          |  | Director        |  |           |  |              |  |            |  | 2                       |  |                     |  |                           |  |                                                         |  |                 
|PIO BUSSOLOTTO             |  | Director        |  |           |  |              |  |             |  | 4                       |  |                    |  |                           |  |                                                         |  |                  
|GIUSEPPE FONTANA           |  | Director        |  |           |  |              |  |            |  | 2                       |  |                     |  |                          |  |                                                         |  |                  
|ETTORE GOTTI TEDESCHI      |  | Director        |  |           |  |              |  |             |  | 4                       |  |                    |  |                           |  |                                                         |  |                  
|ALFONSO IOZZO              |  | Man. Director   |  |          |  |               |  |             |  | 2                       |  |                    |  |                           |  |                                                         |  |                  
|VIRGILIO MARRONE           |  | Director        |  |           |  |              |  |             |  | 1                       |  |                     |  |                          |  |                                                         |  |                  
|ITI MIHALICH               |  | Director        |  |           |  |              |  |             |  | 21                      |  |                     |  |                           |  |                                                        |  |                  
|ANTHONY ORSATELLI          |  | Director        |  |           |  |              |  |             |  | 7                       |  |                     |  |                           |  |                                                         |  |                 
|EMILIO OTTOLENGHI          |  | Director        |  |           |  |              |  |            |  | 3                       |  |                    |  |                           |  |                                                         |  |                  
|ORAZIO ROSSI               |  | Deputy Chairman |  |           |  |              |  |            |  | 2                       |  |                    |  |                           |  |                                                         |  |                  
|GIAN GUIDO SACCHI MORSIANI |  | Director        |  |           |  |              |  |            |  | 2                       |  |                    |  |                           |  |                                                         |  |                  
|ALFREDO SAENZ ABAD         |  | Director        |  |           |  |              |  |             |  | 5                       |  |                     |  |                           |  |                                                        |  |                  
|MARIO SARCINELLI           |  | Director        |  |           |  |              |  |            |  | 3                       |  |                     |  |                          |  |                                                         |  |                  
|LEONE SIBANI               |  | Director        |  |           |  |              |  |             |  | 4                       |  |                     |  |                           |  |                                                         |  |                 
|ALBERTO TAZZETTI           |  | Director        |  |           |  |              |  |            |  | 2                       |  |                     |  |                           |  |                                                        |  |                  
|JOSÉ MANUEL VARELA         |  | Director        |  |           |  |              |  |             |  | 6                       |  |                    |  |                           |  |                                                         |  |                  

---

|NUMBER OF MEETINGS HELD |  | Board of Directors:17                                    
|----------------------- |  | ---------------------------------------------------------
|DURING 2004             |  | Executive Committee:22                                   
|                        |  | Audit Technical Committee:17                             
|                        |  | Remuneration and Personnel Policies Technical Committee:7
|                        |  | Ethical Committee:2                                      

TABLE No. 2: LIST OF THE OTHER OFFICES OF DIRECTOR OR AUDITOR WHICH THE DIRECTORS OF SANPAOLO IMI HOLD IN OTHER LISTED COMPANIES
ON REGULATED MARKETS, ALSO ABROAD, IN BANKING, FINANCIAL AND INSURANCE COMPANIES, AS WELL AS THOSE OF CONSIDERABLE SIZE

|Director              |  | Office            |  | Company                                          
|--------------------- |  | ----------------- |  | -------------------------------------------------
|ENRICO SALZA          |  | Managing Director |  | Tecno Holding S.p.A.                             
|MAURIZIO BARRACCO     |  | Director          |  | R.C.S. Quotidiani S.p.A.                         
|                      |  | Chairman          |  | ARINAzienda Risorse Idriche Napoli S.p.A.       
|PIO BUSSOLOTTO        |  | Managing Director |  | Cassa di Risparmio di Padova e Rovigo S.p.A.     
|                      |  | Director          |  | Cassa di Risparmio di Firenze S.p.A.             
|                      |  | Director          |  | Banca delle Marche S.p.A.                        
|                      |  | Director          |  | Assicurazioni Internazionali di Previdenza S.p.A.
|GIUSEPPE FONTANA      |  | Director          |  | Banca Fideuram S.p.A.                            
|                      |  | Director          |  | Banca Popolare di Sondrio S.c.r.l.               
|ETTORE GOTTI TEDESCHI |  | Chairman          |  | Banca Finconsumo S.p.A.                          
|                      |  | Deputy Chairman   |  | Alerion Industries S.p.A.                        
|                      |  | Director          |  | Cassa Depositi e Prestiti S.p.A.                 
|                      |  | Director          |  | Endesa Italia S.p.A.                             
|                      |  |                   |  |                                                  

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|ALFONSO IOZZO              |  | Chairman                                     |  | Sanpaolo Banco di Napoli S.p.A.                           
|-------------------------- |  | -------------------------------------------- |  | ----------------------------------------------------------
|                           |  | Chairman                                     |  | Banca Opi S.p.A.                                          
|VIRGILIO MARRONE           |  | Managing Director                            |  | Exor GroupLuxembourg S.A.                                
|ITI MIHALICH               |  | Chairman                                     |  | Società Reale Mutua di Assicurazioni                      
|                           |  | Chairman                                     |  | Banca Reale S.p.A.                                        
|                           |  | Chairman                                     |  | Rem Assicurazioni S.p.A.                                  
|                           |  | Chairman                                     |  | Reale Immobili S.p.A.                                     
|                           |  | Chairman                                     |  | Blue Assistance S.p.A.                                    
|                           |  | Chairman                                     |  | La Piemontese Assicurazioni S.p.A.                        
|                           |  | Chairman                                     |  | La Piemontese Vita S.p.A.                                 
|                           |  | Chairman                                     |  | Compagnia Italiana di Previdenza, Ass.ni e Riass.ni S.p.A.
|                           |  | Chairman                                     |  | I.S.E. S.p.A.                                             
|                           |  | Chairman                                     |  | Reale Seguros Generales S.A.                              
|                           |  | Chairman                                     |  | Reale VidaCompania de Seguros y Reaseguros S.A.          
|                           |  | Chairman                                     |  | Reale AsistenciaCompania de Seguros S.A.                 
|                           |  | Chairman                                     |  | Reale SumAgrupacion de Interes Economico                 
|                           |  | Chairman                                     |  | Inmobiliaria Grupo Asegurador Reale S.A.                  
|                           |  | Chairman                                     |  | Eficalia Servicios S.A.                                   
|                           |  | Chairman                                     |  | Rem Vie S.A.                                              
|                           |  | Deputy Chairman                              |  | Ala Assicurazioni S.p.A.                                  
|                           |  | Managing Director                            |  | Sara Assicurazioni S.p.A.                                 
|                           |  | Managing Director                            |  | Sara Vita S.p.A.                                          
|                           |  | Managing Director                            |  | Immobiliare Mirasole S.p.A.                               
|                           |  | Managing Director                            |  | Silem S.p.A.                                              
|ANTHONY ORSATELLI          |  | Membre du Directoire                         |  | Caisse Nationale des Caisses d'Epargne S.A.               
|                           |  | Membre du Conseil de Surveillance            |  | Sogeposte S.A.                                            
|                           |  | Chairman of the Board of Directors           |  | Nexgen Financial Holding Limited                          
|                           |  | Chairman of the Board of Directors           |  | Nexgen Re Limited                                         
|                           |  | Member of the Board of Directors             |  | CDC Ixis AM US Corporation                                
|                           |  | Member of the Board of Directors             |  | Euroclear Plc.                                            
|                           |  | Member of the Board of Directors             |  | CDC Ixis Financial Guaranty North America Inc.            
|EMILIO OTTOLENGHI          |  | Chairman                                     |  | Vis S.p.A.                                                
|                           |  | Managing Director                            |  | La Petrolifera Italo Rumena S.p.A.                        
|                           |  | Director                                     |  | Argus Fund S.p.A.                                         
|ORAZIO ROSSI               |  | Chairman                                     |  | Cassa di Risparmio di Padova e Rovigo S.p.A.              
|                           |  | Chairman                                     |  | Sanpaolo Imi Internazionale S.p.A.                        
|GIAN GUIDO SACCHI MORSIANI |  | Chairman                                     |  | Finemiro Banca S.p.A.                                     
|                           |  | Chairman                                     |  | Gest Line S.p.A.                                          
|ALFREDO SAENZ ABAD         |  | Vice Presidente Segundo y Consejero Delegado |  | Banco Santander Central Hispano S.A.                      
|                           |  | Deputy Chairman                              |  | Santander Central Hispano Investment S.A.                 
|                           |  | Deputy Chairman                              |  | Compañía Española de Petróleos S.A.                       
|                           |  | Chairman                                     |  | Banco Banif S.A.                                          
|                           |  | Consejero                                    |  | Operadores de Telecomunicaciones S.A.                     
|MARIO SARCINELLI           |  | Director                                     |  | Ina Vita S.p.A.                                           
|                           |  | Director                                     |  | Cassa Depositi e Prestiti S.p.A.                          
|                           |  | Director                                     |  | Data Management S.p.A.                                    
|LEONE SIBANI               |  | Chairman                                     |  | Sanpaolo Imi Private Equity S.p.A.                        
|                           |  | Director                                     |  | Sanpaolo Imi Internazionale S.p.A.                        
|                           |  | Director                                     |  | Banca Popolare dell'Adriatico S.p.A.                      
|                           |  | Director                                     |  | Biesse S.p.A.                                             
|ALBERTO TAZZETTI           |  | Chairman                                     |  | Sicurezza Lavoro S.r.l.                                   
|                           |  | Director                                     |  | Centrale del Latte di Torino & Co. S.p.A.                 
|                           |  |                                              |  |                                                           

39

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|JOSÉ MANUEL VARELA |  | Director |  | Santander Consumer Finance S.A. 
|------------------ |  | -------- |  | --------------------------------
|                   |  | Director |  | CC-Credit Hungria R.T.          
|                   |  | Director |  | PTF Bank S.A.                   
|                   |  | Director |  | Banque Commerciale du Maroc S.A.
|                   |  | Director |  | CC-Bank AG                      
|                   |  | Director |  | Elcon Finans AS                 

TABLE No. 3: LIST OF THE OTHER OFFICES OF DIRECTOR OR AUDITOR WHICH THE MEMBERS OF THE BOARD OF AUDITORS
OF SANPAOLO IMI HOLD IN OTHER LISTED COMPANIES ON ITALIAN REGULATED MARKETS

|Auditor             |  | Number of Offices |  | Office                                  |  | Company                             
|------------------- |  | ----------------- |  | --------------------------------------- |  | ------------------------------------
|MARIO PAOLILLO      |  | 1                 |  | Chairman of Board of Statutory Auditors |  | Banca Fideuram S.p.A                
|AURELIANO BENEDETTI |  | 1                 |  | Chairman                                |  | Cassa di Risparmio di Firenze S.p.A.
|MAURIZIO DALLOCCHIO |  | 5                 |  | Chairman                                |  | Vemer Siber S.p.A.                  
|                    |  |                   |  | Director                                |  | Marcolin S.p.A.                     
|                    |  |                   |  | Director                                |  | Snia S.p.A.                         
|                    |  |                   |  | Director                                |  | Sorin S.p.A.                        
|                    |  |                   |  | Director                                |  | Sirti S.p.A.                        
|PAOLO MAZZI         |  | /                 |  |                                         |  |                                     
|ENRICO VITALI       |  | /                 |  |                                         |  |                                     
|STEFANIA BORTOLETTI |  | /                 |  |                                         |  |                                     
|GIAN LUCA GALLETTI  |  | 1                 |  | Director                                |  | Art'è S.p.A.                        

NUMBER OF MEETINGS HELD DURING THE CALENDAR YEAR: 18

QUORUM REQUIRED FOE THE PRESENTATION OF LISTS BY MINORITIES FOR THE ELECTION OF ONE OR MORE MEMBERS (EX ART. 148
TUFCONSOLIDATED FINANCIAL LAW): 1%

TABLE No. 4: OTHER PROVISIONS OF THE CODE OF CONDUCT

|                                                                                                                                                                                                |  | Yes |  | No |  | Summary of the reasons
for any disagreement
with the Code recommendations
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | -- |  | -------------------------------------------------------------------------
|System of powers of attorney and transactions with related parties                                                                                                                              |  |     |  |    |  |                                                                          
|HAS THE BOARD OF DIRECTORS ATTRIBUTED POWERS OF ATTORNEY,
SETTING THEIR LIMITS, METHODS OF EXERCISE AND FREQUENCY OF INFORMATION?                                                               |  |    |  |    |  |                                                                          
|HAS THE BOARD OF DIRECTORS RESERVED THE RIGHT TO EXAMINE AND APPROVE
TRANSACTIONS OF PARTICULAR ECONOMIC, BALANCE SHEET AND FINANCIAL
IMPORTANCE (INCLUDING TRANSACTIONS WITH RELATED PARTIES)? |  |    |  |    |  |                                                                          
|HAS THE BOARD OF DIRECTORS ESTABLISHED GUIDELINES AND CRITERIA
FOR IDENTIFYING "SIGNIFICANT" TRANSACTIONS?                                                                                      |  |    |  |    |  |                                                                          
|ARE THE ABOVE GUIDELINES AND CRITERIA DESCRIBED IN THE REPORT?                                                                                                                                  |  |    |  |    |  |                                                                          
|HAS THE BOARD OF DIRECTORS CREATED SPECIAL PROCEDURES
FOR EXAMINING AND APPROVING TRANSACTIONS WITH RELATED PARTIES?                                                                            |  |    |  |    |  |                                                                          
|ARE THE PROCEDURES FOR APPROVING TRANSACTIONS
WITH RELATED PARTIES DESCRIBED IN THE REPORT?                                                                                                     |  |    |  |    |  |                                                                          

40

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|Procedures for the most recent nomination of directors and auditors                                                               |  |                                                                                                                                                    |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|WERE THE CANDIDACIES FOR THE OFFICE OF DIRECTOR
DEPOSITED AT LEAST TEN DAYS IN ADVANCE?                                           |  |                                                                                                                                                    |  |  |  | The Bank's Articles of Association does not contain a specific procedure for nominating Directors, so this takes place on the basis of the proposals presented during the Shareholders' Meeting, with the presentation of the
curricula and professional experiences of the candidates. The Bank creates awareness among its majority shareholders of the opportunity, where possible, to anticipate information on the proposals for nomination and on the profiles of candidates for
the office of Member of the Board of Directors, depositing the relative curricula in the Registered Office. During the Shareholders' Meeting on 29 April 2004, the curricula of the candidates were published on the Bank's website.
|WERE THE CANDIDACIES FOR THE OFFICE OF DIRECTOR ACCOMPANIED
BY THOROUGHLY DETAILED INFORMATION?                                   |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WERE THE CANDIDACIES FOR THE OFFICE OF DIRECTOR ACCOMPANIED BY AN INDICATION OF SUITABILITY FOR THE QUALIFICATION AS INDEPENDENT? |  |                                                                                                                                                    |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WERE THE CANDIDACIES FOR THE OFFICE OF AUDITOR
DEPOSITED AT LEAST TEN DAYS IN ADVANCE?                                            |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WERE THE CANDIDACIES FOR THE OFFICE OF AUDITOR
ACCOMPANIED BY THOROUGHLY DETAILED INFORMATION?                                    |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Meetings                                                                                                                          |  |                                                                                                                                                    |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|HAS THE COMPANY APPROVED A MEETING REGULATION?                                                                                    |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|IS THE REGULATION ATTACHED TO THE REPORT
(OR IS THERE AN INDICATION OF WHERE IT CAN BE OBTAINED/DOWNLOADED FROM)?                 |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Internal control                                                                                                                  |  |                                                                                                                                                    |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|HAS THE COMPANY NOMINATED APPOINTEES TO CARRY OUT THE INTERNAL CONTROL ACTIVITY?                                                  |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ARE THE APPOINTEES HIERARCHICALLY NON DEPENDENT ON MANAGERS OF OPERATING AREAS?                                                   |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ORGANIZATIONAL UNIT APPOINTED FOR INTERNAL CONTROL (PURSUANT TO ART. 9.3 OF THE CODE)                                             |  | Audit Management
Manager: Aldo Gallo                                                                                                              
|Investor Relations                                                                                                                |  |                                                                                                                                                    |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|HAS THE COMPANY NOMINATED AN INVESTOR RELATIONS MANAGER?                                                                          |  |                                                                                                                                                   |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ORGANIZATIONAL UNIT AND REFERENCES (ADDRESS/TELEPHONE/FAX/E-MAIL)
OF THE INVESTOR RELATIONS MANAGER                               |  | Investor RelationsManager: Dean Quinn
Piazza San Carlo n. 156 10121 Torino
tel. 0115552593 - fax 011555 52737 - e-mail dean.quinn@sanpaoloimi.com

41

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[PHOTO]

The office of the Chairman of SANPAOLO IMI in Turin

42

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Attachment

ARTICLES OF ASSOCIATION

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Section I  CostitutionRegistered Office  Life and purpose of the Company

ARTICLE 1

ARTICLE 2

ARTICLE 3

ARTICLE 4

ARTICLE 5

Section II  Equity capital and share

ARTICLE 6

44

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ARTICLE 7

Section III  Shareholders' Meeting

ARTICLE 8

45

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ARTICLE 9

ARTICLE 10

ARTICLE 11

ARTICLE 12

ARTICLE 13

46

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Section IV  Administration

ARTICLE 14

ARTICLE 15

47

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ARTICLE 16

ARTICLE 17

48

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ARTICLE 18

49

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Section V  The General Manager

ARTICLE 19

Section VI  Board of Statutory Auditors and accounting control

ARTICLE 20

50

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51

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ARTICLE 21

Section VII  Legal representation and control seal

ARTICLE 22

52

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Section VIII  Financial results and profits

ARTICLE 23

Section IX  Statutory offices

ARTICLE 24

Section X  Recess

ARTICLE 25

53

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Section XI  Winding up

ARTICLE 26

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