Exhibit 4.7


Deed of
Merger


The Banca
Intesa securities referred to herein that will be issued in connection with the
merger described herein have not been, and are not intended to be, registered
under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be
offered or sold, directly or indirectly, into the United States except pursuant
to an applicable exemption. The Banca Intesa securities will be made available
within the United States in connection with the merger pursuant to an exemption
from the registration requirements of the Securities Act.


The merger
described herein relates to the securities of two foreign (non-U.S.) companies
and is subject to disclosure requirements of a foreign country that are
different from those of the United States. 
Financial statements included in the document, if any, have been
prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.


It may be
difficult for you to enforce your rights and any claim you may have arising
under U.S. federal securities laws, since Banca Intesa and Sanpaolo IMI are
located in Italy, and some or all of their officers and directors may be
residents of Italy or other foreign countries. You may not be able to sue a
foreign company or its officers or directors in a foreign court for violations
of the U.S. securities laws. It may be difficult to compel a foreign company
and its affiliates to subject themselves to a U.S. court’s judgment.


You should be aware that Banca Intesa may purchase
securities of Sanpaolo IMI otherwise than in the merger, such as in open market
or privately negotiated purchases.


You should be aware that Sanpaolo IMI may purchase
securities of Banca Intesa otherwise than in the merger, such as in open market
or privately negotiated purchases.


 

















 


This
is an English translation of the original Italian document. This translation
has been prepared solely for the convenience of the reader. The original
version in Italian takes precedence


STUDIO
NOTARILE MORONE

Via Mercantini 5

10121 TORINO


	
  Filed
  with No. 109.563

  	
  Collection No. 17.118

  



 


Deed of merger of “SANPAOLO
IMI S.p.A.” with and into “BANCA INTESA S.p.A.”.


Republic of Italy


On twenty-eighth December
two-thousand-and-six, in Torino, at the Registered office of
SANPAOLO IMI S.p.A., piazza San Carlo, 156.


Before me, Ettore MORONE


Notary public enrolled on
the Notary Roll of the United Districts of Torino and Pinerolo, with residence
in Torino, the following gentlemen have appeared in person:


·      Giovanni
BAZOLI, born in Brescia on 18th December 1932, domiciled for the office in
Milano, piazza Paolo Ferrari, 10, in his capacity as chairman of the Board of
Directors of “BANCA INTESA S.p.A.”, with Registered office in Milano,
piazza Paolo Ferrari, 10, with share capital of 3,613,001,195.96 euro,
registered at the Company Register of Milano with No. 00799960158, bank
included in the register provided for by art. 13 of Legislative Decree 385/93
and Parent Company of Gruppo Intesa included in the register provided










 



for by art. 64 of the same
Legislative Decree, in execution of the resolution taken by the Extraordinary
Shareholders’ Meeting held on 1st December 2006 for which minutes of the
meeting were drawn up by the notary public Piergaetano MARCHETTI, filed with
No. 18.306/5.846, and registered in Milano – 1st Inland revenue office on 19th
December 2006 and at the Company Register of Milano on 12th December 2006,


·      Enrico
SALZA, born in Torino on 25th May 1937, domiciled for the office in Torino,
piazza San Carlo, 156, in his capacity as chairman of the Board of Directors of
“SANPAOLO IMI S.p.A.”, with Registered office in Torino, piazza San
Carlo, 156, with share capital of 5,400,253,255.68 euro, registered at the
Company Register of Torino with No. 06210280019, bank included in the register
provided for by art. 13 of Legislative Decree 385/93 and Parent Company of
Gruppo Bancario SANPAOLO IMI included in the register provided for by art. 64
of the same Legislative Decree, in execution of the resolution taken by the



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Extraordinary Shareholders’
Meeting held on 1st December 2006 for which minutes of the meeting were drawn
up by myself, notary public Ettore MORONE, file No. 109.452/17.046, and
registered in Torino – 3rd Inland revenue office on 7th December 2006 and in
the Company Register of Torino on 7th December 2006.


Such appeared persons, of
whose personal identity I am certain, set out the following premises


A) the Extraordinary
Shareholders’ Meeting of BANCA INTESA S.p.A., recalled for the purpose,
approved the merger plan by incorporation with and into itself of SANPAOLO IMI
S.p.A., on the basis of the respective financial statements as at 30th June
2006, which entails among other requirements, the issuance of up to a maximum
of 5,841,113,544 (fivebillion-eighthundredandfortyonemillion-onehundredandthirteenthousand-fivehundredandfortyfour)
ordinary shares of the surviving company with nominal value 0.52 (zero point
five two) euro, with regular rights, to be assigned in exchange to the
shareholders of the company to be merged according to a ratio of 3.115



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(three point one one
five) ordinary shares of the surviving company for each ordinary or preference
share of the company to be merged with nominal value 2.88 (two point eight
eight) euro and for this purpose:


·      approved
the increase in share capital to support the merger for a total maximum amount
of 3,037,379,042.88
(threebillion-thirtysevenmillion-threehundredandseventyninethousand-fortytwo
point eight eight) euro,


·      approved
a further increase in share capital for a total maximum amount of 15,835,003.08
(fifteenmillion-eighthundredandthirtyfivethousand-three point zero eight) euro
via the issuance of a maximum of
30,451,929(thirtymillion-fourhundredandfiftyonethousand-ninehundredandtwentynine)
ordinary shares with nominal value 0.52 (zero point five two) euro to support
the stock option plans already resolved upon by the Board of Directors of the
company to be merged on 17th December 2002 and 14th November 2005 in execution
of the power delegated by the Shareholders’ Meeting of 30th April 2002,
confirming the regulations of the aforementioned plans also



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approved by the
company to be merged with consequent mandate to the Management Board to make
the necessary changes,


·      approved
the new text of Articles of Association attached to the merger plan, which is
characterised, among other things, by the adoption of the dual corporate
governance system and which also entails the adoption by the surviving company
of the new corporate name “Intesa Sanpaolo S.p.A.”, the transfer of the
Registered office to Torino, piazza San Carlo, 156, and the institution of a
secondary Registered office in Milano, via Monte di Pietà, 8, effective from
the date in which the merger comes into effect, without prejudice to the
immediate effect of art. 34 (“First appointments”)and to the provisions set
forth by art. 2436 of the Italian Civil Code;


B) the Extraordinary
Shareholders’ Meeting of SANPAOLO IMI S.p.A., also recalled for the purpose,
also approved the aforementioned merger plan;


C) the special meeting of
holders of SANPAOLO IMI S.p.A. preference shares held on 1st December 2006, for
which minutes of the meeting were drawn up by the notary public Giuseppina
MORONE file No.



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353.023/19.798, and
registered in Torino - 3rd Inland revenue office on 7th December 2006,
approved, inasfar as within its competence, the resolutions of the
aforementioned Extraordinary Shareholders’ Meeting of SANPAOLO IMI S.p.A.
contained in the agenda of the meeting of the day approved by the latter;


D) the merger may be
executed since the term of fifteen days provided for by art. 57 of Legislative
Decree 385/93 has elapsed and there are no pending oppositions by creditors
prior to the registration of the merger plan;


E) the current share
capital of SANPAOLO IMI S.p.A. is divided into a total of 1,875,087,936
(onebillion-eighthundredandseventyfivemillion-eightyseventhousand-ninehundredandthirtysix)
shares, of which 1,590,903,918
(onebillion-fivehundredandninetymillion-ninehundredandthreethousand-ninehundredandeighteen)
ordinary shares and 284,184,018 (twohundredandeightyfourmillion-onehundredand
eigthyfourthousand-eighteen) preference shares;


F) BANCA INTESA S.p.A.
does not hold any ordinary shares of SANPAOLO IMI S.p.A. which holds 2,365,919



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(twomillion-threehundredandsixtyfivethousand-ninehundredandnineteen)
treasury shares and does not hold any BANCA INTESA S.p.A. shares;


G) none of the cases of
right of recess provided for by art. 2437 of the Italian Civil Code arise as a
result of the merger;


H) pursuant to art. 57 of
Legislative Decree 385/93 the Bank of Italy authorised the merger herein with
resolution of 25th October 2006;


I) with resolution of
20th December 2006 No. C 8027 the Antitrust Authority authorised the merger
requesting, pursuant to art. 6, par. 2, of Law 287/90, the adoption of a series
of measures by the companies taking part in the merger.


In consideration of all the above premises which are
an integral and substantial part of this deed, the appeared parties agree upon
and stipulate the following:


-1-


BANCA INTESA S.p.A., hereafter
“surviving company”, absorbs SANPAOLO IMI S.p.A., hereafter “merged company”,
according to the means provided for in the merger plan recalled in the
premises.


Parties set out that, in
compliance with provisions



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contained in the merger
plan:


·      the
merger vis-à-vis third parties,
pursuant to art. 2504 bis, par. 2 of the Italian Civil Code, shall come into
effect as of 1st January 2007,


·      the
transactions of the merged company shall be recorded in the books of the
surviving company, also for tax purposes pursuant to par. 9 of art. 172 of
Presidential Decree 917/86, as of 1st January 2007.


-2-


As a consequence of the
merger, the surviving company shall succeed, ipso
iure, to all of the merged company’s assets and liabilities, in
force or in fieri, both in Italy
and abroad, and therefore all the assets, rights and legal relationships of any
kind of the merged company shall be transferred to the surviving company, such
as in particular the concessions, authorisations and licences of whatever
nature and type, the trade names, the company names, the logos, the distinctive
signs, lease contracts of any kind, insurance, procurement, public tender,
labour, service or supply contracts of whatever type, even those not yet
executed, including orders pending or in execution, credits, debits, deposits
of whatever nature with whoever made, the rights and



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commitments, legal
filings, litigations, the legal, judicial, administrative, fiscal and tax
actions and, moreover in general, all securities or real estate assets and
titles, tangible or intangible, principal or accessory, without exceptions or
limitations of any type, which are or may arise in the merged company.


In relation to debits and
to liabilities of the merged company transferred as a result of the merger, the
surviving company, in the person of its representative, acknowledges that these
are taken over by the surviving company, for all effects set forth by the law,
and that it will proceed to their payment according to the terms and means set
out in the relevant contracts or provided for by the law, maintaining, where
these exist, the relevant guarantees.


In particular, the
surviving company shall succeed:


·      to all
the mandates conferred to the merged company as well as to all the mandates
given by the merged company and to the related powers attributed to the latter
or conferred by the latter;


·      to all
the deeds in general of the merged company which attribute faculties (including
powers of



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signature,
expenditure and to grant and manage credit) and powers, as well as to the
relevant powers of attorney, including those for legal representation in court
proceedings and in other circumstances.


Furthermore, the
following are also confirmed:


·      all
the mandates conferred to the surviving company as well as all mandates given
by the surviving company and the related powers attributed to the latter or
conferred by the latter;


·      all
the powers and faculties (including powers of signature, expenditure and to
grant and manage credit) attributed by the surviving company and the powers of
attorney conferred by the latter, including those for legal representation in
court proceedings and in other circumstances.


Furthermore, the
surviving company shall succeed to the rights, attributions and juridical
situations pertaining to the merged company as a result of laws or legislative
measures; privileges and guarantees of whatever type, by whoever given or in
any case existing in favour of the merged company, will retain their validity
and degree, without need of any formalities or registrations, in favour of the



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surviving company,
pursuant to art. 57, last paragraph, of Legislative Decree 385/93.


All transcriptions,
inscriptions, registrations in the name and specifications relative to the
merged company must be intended for all legal effects in the name of the
surviving company.


The parties specify that
all provisions above apply without prejudice to the powers of the surviving
company to stipulate and sign, even unilaterally, after the merger comes into
effect and also at the time of subsequent transfers, whichever contract, that
rectifies, identifies, specifies or integrates, necessary or deemed to be
suitable, for the execution of the sale and/or transfer of whichever asset,
right, concession, authorisation, contract, credit, relationship and other of
the merged company and of the surviving company.


-3-


Considering specification
contained in letters E) and F) of the premises, the surviving company, on the
date in which the merger comes into effect, shall execute the increase in its
share capital from 3,613,001,195.96
(threebillion-sixhundredandthirteenmillion-onethousand-



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onehundredandninetyfive
point nine six) euro to 6,646,436,318.60
(sixbillion-sixhundredandfortysixmillion-fourhundredandthirtysixthousand-threehundredandeighteen
point six zero) euro, corresponding to an increase of 3,033,435,122.64
(threebillion-thirtythreemillion-fourhundredandthirtyfivethousand-onehundredandtwentytwo
point six four) euro, via the issuance of 5,833,529,082
(fivebillion-eighthundredandthirtythreemillion-fivehundredandtwentyninethousand-eightytwo)
new dematerialised ordinary shares with nominal value 0.52 (zero point five
two) euro each, with regular rights, to be assigned to the shareholders of the
merged company according to a ratio of 3.115 (three point one one five)
ordinary shares of the surviving company for each ordinary or preference share
of the merged company without any cash adjustments.


Parties acknowledge that
Compagnia di San Paolo, shareholder of the merged company, communicated the
waiver to the exchange of the fraction of share (0.955) necessary to ensure the
overall balancing of the transaction.



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-4-


Furthermore, the parties
acknowledge that a service will be offered to deal with any fractional shares
of the shareholders of the merged company that shall be purchased at market
prices, with no further charges related to expenses, stamp duties or
commissions.


The parties also
acknowledge that the newly-issued shares of the surviving company to support
the exchange, which will be listed on the same terms as the latter’s currently
outstanding shares, shall be available for the shareholders of the merged
company according to the conditions typical of dematerialised shares trading
through Monte Titoli S.p.A., starting from the first business day after the
date in which the merger comes into effect and therefore from 2nd January 2007;
this date will be disclosed via a specific notice regarding the merger
published in at least one national daily newspaper in Italy.


-5-


In consideration of the
options to buy shares of the merged company assigned to employees of the merged
company’s Group that may be exercised after the



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present deed comes into
effects, the parties acknowledge that the increase in share capital of the
surviving company to support the stock option plans already resolved upon by
the merged company, also resolved upon by the aforementioned Extraordinary
Shareholders’ Meeting of 1st December 2006, decreases – considering the 57,000
(fiftyseventhousand) shares of the merged company issued on 20th November 2006,
on 5th December 2006 and on 8th December 2006 – to a maximum of 15,742,674.48
(fifteenmillion-sevenhundredandfortytwothousand-sixhundredandseventyfour point
four eight) euro represented by a maximum of 30,274,374
(thirtymillion-twohundredandseventyfourthousand-threehundredandseventyfour)
ordinary shares with nominal value 0.52 (point five two) euro each.


-6-


As a result of the
present deed, the other resolutions of the Shareholders’ Meeting of the
surviving company held on 1st December 2006 mentioned in letter A) of the
premises will also come into effect as of 1st January 2007.


The new Articles of
Association, in the text



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attached to the merger
plan, completed in art. 5 and 37, will be deposited at the Company Register by
the surviving company after the date in which the merger comes into effect.


-7-


The appeared parties
declare that the share capital and reserves of the merged company, as emerged
from the financial statements as at 30th June 2006, totalled 9,949,419,039
(ninebillion-
ninehundredandfortyninemillion-fourhundredandnineteenthousand-thirtynine) euro
and require the application of a fixed registration tax pursuant to art. 4
letter b) of the tariff – first part attached to Presidential Decree 131/86, as
amended by Legislative Decree 323/96 converted by Law 425/96.


-8-


The inherent and
consequent costs of the present deed are borne by the surviving company.


I notary public receive
the present deed and read it aloud to the appeared gentlemen who declare it is
compliant to their will and, as confirmation, sign it together with myself.


The present is written by
persons in whom I trust



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and is made up of four
stamped sheets, fifteen pages and part of the sixteenth.


The original is signed as
follows:


Giovanni Bazoli


Enrico Salza


Ettore Morone Notary
public


This is a translation of the Italian
original.


The
version in Italian takes precedence.



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