Exhibit
4.6


	
  

  	
  

  



 


INTEGRATION TO THE INFORMATIONAL
DOCUMENT


Merger
by incorporation of

Sanpaolo IMI S.p.A.

with and into Banca Intesa S.p.A.


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.


FORWARD-LOOKING
STATEMENTS


This communication contains forward-looking information and statements
about Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. and their combined businesses
after completion of the merger. Forward-looking statements are statements that
are not historical facts.  These statements include financial projections
and estimates and their underlying assumptions, statements regarding plans,
objectives and expectations with respect to future operations, products and
services, and statements regarding future performance.  Forward-looking
statements are generally identified by the words “expects,” “anticipates,” “believes,”
“intends,” “estimates” and similar expressions. Although the managements of
Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. believe that the expectations
reflected in such forward-looking statements are reasonable, investors and
holders of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. shares are cautioned
that forward-looking information and statements are subject to various risks
and uncertainties, many of which are difficult to predict and generally beyond
the control of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A., that could cause
actual results and developments to differ materially from those expressed in,
or implied or projected by, the forward-looking information and
statements.  These risks and uncertainties include those discussed or
identified in the public documents sent by Sanpaolo IMI S.p.A. and Banca Intesa
S.p.A. to CONSOB and under “Risk Factors” in the annual report on Form 20-F for
the year ended December 31, 2005 filed by Sanpaolo IMI S.p.A. with the SEC on
June 29, 2006.  Except as required by applicable law, neither Sanpaolo IMI
S.p.A. nor Banca Intesa S.p.A. undertakes any obligation to update any
forward-looking information or statements.

















 


Introduction


In connection with
the merger by incorporation of Sanpaolo IMI S.p.A. (“Sanpaolo”)
with and into Banca Intesa S.p.A. (“Intesa”), an Informational Document has been prepared according to
provisions contained in attachment 3B pursuant to art. 70, par. 4, of the Issuer
Regulation approved with CONSOB Resolution no. 11971 of 14th May 1999 and subsequent amendments and integrations,
which Document was notified to CONSOB – Commissione Nazionale per le Società e
la Borsa – and Borsa Italiana S.p.A. and made available for the public on 17th November 2006, both in Italian and in the English
translation, at the Registered office of Intesa in Milano, Piazza Paolo
Ferrari, 10 and at the Registered office of Sanpaolo in Torino, Piazza San
Carlo, 156, as well as on the websites of Intesa www.bancaintesa.it and
Sanpaolo www.grupposanpaoloimi.com.


In the Risk
Factors contained in the Informational Document it is expressly specified that:


	
  “c.

  	
   

  	
  Risks and uncertainties connected to the consummation
  of the merger

  
	
   

  	
   

  	
  The merger is conditional upon the release of the
  authorisation pursuant to art. 16 of Italian Law no. 287 of 10th October 1990 “Competition and fair trading
  act”.

  
	
   

  	
   

  	
  Following the consolidation of the market shares
  of Intesa and Sanpaolo, the authorisation pursuant the aforementioned rule
  may be conditional upon compliance with specific obligations by the Surviving
  Company, such as in particular the sale of branches and/or other business
  units.

  .....

  



Furthermore, in chapter 2.1.2 Means, terms and
conditions of the merger, a set of information has been furnished concerning
the Agreement signed on 11th October 2006 by
Banca Intesa S.p.A. and Crédit Agricole S.A., specifying that:


“The rationale of the Agreement is the following:


·    Following the merger the New Group will have to sell a certain number
of branches in order to comply with antitrust provisions;


·    .... ”


The measure of the Italian Competition
Authority


With a measure of 20th December 2006, no. C 8027 (the “Measure”), the Italian Competition Authority (the “Authority”) has authorised the merger by incorporation of
Sanpaolo with and into Intesa, prescribing, pursuant to art. 6 of law no. 287
of 10th October 1990, the following measures to Intesa,
inasmuch as it is the surviving company:


a) disposal of 197 branches, through transparent and
non-discriminatory procedures, to one or more third parties that are
independent and non-shareholders;


b) disposal to Crédit Agricole, by 12th October 2007, of the networks of Cariparma and
Friuladria, for a total of 452 branches, in addition to a group of other
branches (193) and of Po Vita S.p.A.;


c) non-opening, for a period of two years, of new
branches, in 19 Provinces;


d) dissolution of the joint venture with CAAM s.g.r.
and the relevant distribution agreement;


e) disposal to independent third-party subjects of a
business consisting of an organised complex of activities and structures
directed toward the production and management of Branch I, III and V life
insurance policies, represented by 1,133 branches of: i) the savings banks
controlled by Intesa Casse del Centro, ii) Sanpaolo Banco di Napoli and iii)
other branches of Banca Intesa operating in the










 



same geographical areas; the distribution capacity of
the third-party subject will be guaranteed through an exclusive agreement with
said business that will have a duration of no less than six years, tacitly
renewable for a further three years, save for notice to quit on the part of the
purchaser;


f) abstention from the distribution of Branch I, III
and V life insurance policies produced by i) Intesa Vita and/or Generali
through bank branches headed by Gruppo Sanpaolo IMI prior to merger and ii)
Eurizon Vita through bank branches headed, on the same date, by Gruppo Banca
Intesa;


g) adoption of suitable measures so that the members
of the Supervisory Board and the Management Board of the New Bank expressed by
Generali, or in any case having direct or indirect personal ties to Generali,
do not participate in the discussion or vote on resolutions that have as their
direct object the business strategy of Eurizon and its subsidiaries, and do not
influence these companies’ business strategies in the production and/or
distribution of Branch I, III and V life insurance policies in any way.


Impact of the Measure on the merger and
on forward-looking indications


As already
specified in the Informational Document (p. 55) the merger does not entail
variations in the main type of business of the two Groups.


The implementation
of the prescriptions contained in the above-mentioned Measure does not cause
any repercussion as regards this profile, nor does it alter the objectives of
the merger, as outlined in section 2.2. of the Informational Document.


In Chapter 3 of
the Informational Document, indications have been furnished about the
significant effects of the merger, specifying that the Business Plan of the New
Group will be prepared within the first six months of 2007.


On the basis of a
projection of the pluriannual Business Plans approved by the Boards of Directors
of the two banks, integrated by a preliminary estimate of the possible cost and
revenue synergies deriving from the merger, a set of targets have been
indicated in the Informational Document (p. 55), to be achieved in 2009, which
is the year foreseen for the conclusion of the new Business Plan and the
envisaged full unfolding of the effects of the integration.


In preparing these
projections, a set of assumptions and hypotheses were employed, among which an “estimate
of the economic/financial projections concerning the asset disposal to Crédit
Agricole”. In so doing, the effects of the agreement signed by Banca Intesa and
Crédit Agricole on 11th October 2006 therefore had already been taken
into account, which agreement the A.G.C.M. has judged favourably as being a
suitable measure for overcoming the competitive risks tied to the increase in
the market shares that will be brought about as a consequence of the merger.


As
concerns any effects of the other measures prescribed by the A.G.C.M on the
forward-looking indications contained in the Informational Document, it is
clarified that:


a)             the disposal of an
additional 197 branches has a marginal economic impact on the New Group, taking
into account the proceeds from said disposal, which will be able to be invested
in operational activities of the New Group, or the financial yield of the
liquidity obtained.


b)             The stand-alone plans do not provide for openings of branches in the
19 Provinces for which the freeze has been introduced.



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c)              The dissolution of
the joint venture with CAAM s.g.r. and the relevant distribution agreement will
not alter the commission flow foreseen on the part of the distribution networks
and any cash outlay would be offset by the profitability of the company.


d)             The disposal to
independent third-party subjects of a business consisting of an organised
complex of activities and structures directed toward the production and
management of Branch I, III and V life insurance policies, represented by 1,133
branches, will not alter the commission flow foreseen on the part of the
distribution networks.


e)              The abstention from
the distribution of Branch I, III and V life insurance policies produced by i)
Intesa Vita and/or by Generali through the bank branches headed by Gruppo
Sanpaolo IMI prior to the merger and ii) Eurizon Vita through the bank branches
headed by Gruppo Banca Intesa on the same date, is coherent with the
methodology adopted for the calculation of the economic and financial
projections, inasmuch as in the stand-alone projections of the two Groups
cross-distribution was not foreseen, nor had synergies between the two
distribution factories been assumed.


Having taken all
these elements into account, it is deemed appropriate to confirm the
economic/financial targets previously announced and, in particular, the overall
objective of achieving a 2009 net income of approximately €7 billion, indicated
in Chapter 3 of the Informational Document.


The above-mentioned
considerations were notified to the independent audit firm Reconta Ernst &
Young S.p.A. that has updated the Report on the forward-looking data attached
to the Informational Document.


The aforementioned
Report is attached to the present integration to the Informational Document that
has been notified to Consob and Borsa Italiana S.p.A. and is available for the
public, both in Italian and in the English translation, at the Registered
office of both Banca Intesa S.p.A. in Milano, Piazza Paolo Ferrari, 10 and
Sanpaolo IMI S.p.A. in Torino, Piazza San Carlo 156, as well as on the two
Companies’ website, www.bancaintesa.it
and www.grupposanpaoloimi.com (and as of 1st January 2007 on Intesa Sanpaolo’s website www.intesasanpaolo.com).



 3















	
  

  	
  ·

  	
  Reconta Ernst & Young S.p.A.

  	
  ·

  	
  Tel (+39) 02 722121

  
	
   

  	
   

  	
  Via della Chiusa, 2

  	
   

  	
  Fax (+39) 02 72212037

  
	
   

  	
   

  	
  20123 Milano

  	
   

  	
  www.ey.com

  



 


INDEPENDENT AUDITORS’ REPORT

ON TARGET FINANCIAL INFORMATION

(Translation from the original Italian text)


The European Commission’s
Regulation on Prospectuses n° 809/2004A, adopted by Consob in Italy under
Article n° 70 of Regulation 11971, for the preparation of the information
memorandum (the “Informational Document”) in connection with significant
mergers, acquisitions or disposals by Italian listed companies requires that,
when forecasts or estimates are presented, the Informational Document contain “a
report prepared by the independent auditors stating that in their opinion the
forecast or estimate has been properly compiled on the basis stated and that
the basis of accounting used for the profit forecast or estimate is consistent
with the accounting policies of the Italian listed company”. Consob in Italy
requires that the independent auditors’ report be prepared in accordance with
International Standard on Assurance Engagements (ISAE) 3400 “The Examination of
Prospective Financial Information” issued by IFAC - International Federation of
Accountants, which is not a professional standard issued or approved by the
Public Company Accounting Oversight Board.


Accordingly, an independent
auditors’ report on the examination of the combined target financial
information was issued by the independent auditors of Banca Intesa S.p.A., in
connection with the proposed merger of Sanpaolo IMI S.p.A. into Banca Intesa
S.p.A., for the sole purpose of the above mentioned Italian regulation. Such
report, which forms part of the Informational Document for the merger of
Sanpaolo IMI S.p.A. into Banca Intesa S.p.A., cannot be used for any other
purpose.


The following is the English
language translation of the original Italian report on the examination of the
combined target financial information issued by the independent auditors’ of
Banca Intesa S.p.A.. As described in the report, the examination of the target
financial information of Sanpaolo IMI S.p.A., which represents a significant
portion of the combined target financial information, have been examined by the
independent auditors of Sanpaolo IMI S.p.A., who have furnished their report to
the independent auditors of Banca Intesa S.p.A..


To the Board of Directors of

Banca Intesa S.p.A.


1.               We examined the target financial information
of Banca Intesa S.p.A. (“Banca Intesa”) related to the banking group resulting
from the merger (the “Merger”) of Sanpaolo IMI S.p.A. (“Sanpaolo”) into Banca
Intesa (the “New Group”) consisting of the combined operating income of
approximately 13.4 billion euro and the combined net income of approximately 7
billion euro for the year ending December 31, 2009 (together the “Target
Financial Information”), included in Chapter 3.1 of the informational document
related to the Merger (the “Informational Document”), together with the
assumptions and the facts on which the Target Financial Information is based.
The Target Financial Information and the related assumptions and facts set
forth in the Informational Document are the responsibility of Banca Intesa’s
management.


2.               We have examined the Target Financial
Information in accordance with International Standard on Assurance Engagements
(ISAE) 3400 “The


	
  

  	
  ·

  	
  Reconta Ernst
  & Young S.p.A.

  
	
   

  	
   

  	
  Sede Legale:
  00196 Roma - Via G.D. Romagnosi, 18/A

  
	
   

  	
   

  	
  Capitate Sociale
  € 1,259,500,00 i.v.

  
	
   

  	
   

  	
  Iscritta alla
  S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma

  
	
   

  	
   

  	
  Codice fiscale e
  numero di iscrizione 00434000584

  
	
   

  	
   

  	
  P.I. 00891231003

  
	
   

  	
   

  	
  (vecchio numero
  R.I. 6697/89 - numero R.E.A. 250904)

  



 









 



Examination of Prospective
Financial Information” issued by IFAC - International Federation of
Accountants.


The target financial
information of the Sanpaolo IMI Group for the year ending December 31, 2009,
which represent approximately 50% and 48%, respectively, of the combined operating
income and the combined net income before Synergies and Integration Costs of
the New Group, have been examined by other auditors, who issued their report on
November 13, 2006 for the sole purpose of the issue of this report.


3.               As described in the Informational Document,
Banca Intesa expects to prepare the New Group’s business plan within the first
half of the year 2007 after the completion of the Merger and the assignment of
the main managerial functions. To date, Banca Intesa’s management has prepared
certain estimates through the end of 2009, to quantify the Target Financial
Information of the New Group on the basis of the following methodology:


(a)          use of Banca Intesa’s business plan (for the years 2005-2007) and
Sanpaolo’s business plan (for the years 2006-2008) approved by the respective
Boards of Directors and adjusted on the basis of the historical results
achieved to date (the “Adjusted Business Plans”);


(b)         estimate, following the implementation of the agreement signed on
October 11, 2006 by Banca Intesa S.p.A. and Credit Agricole S.A., of the
economic and financial projections of the businesses sold, that are to be
excluded in preparing the Target Financial Information (the “Projections of the
Disposal”);


(c)          estimate of the inertial economic and financial projection through 2009
of the Adjusted Business Plans and combination of such plans excluding the
Projections of the Disposal (the “Inertial Projections”);


(d)         estimate of the sinergies with respect to revenues and costs through
2009 deriving from the Merger (the “Synergies”);


(e)          estimate of the integration costs following the Merger to be incurred
to achieve the Synergies (the “Integration Costs”).


The projections and the
estimates described under points (c), (d) and (e) above were prepared by senior
management without involving the persons responsible for the actions to be
taken to achieve the Target Financial Information.


The Target Financial
Information, as described above, are presented on a combined basis, and do not
include depreciation and amortization on the purchase price allocation to
property, plant equipment and to intangible assets with definite useful life,
if any, deriving from the accounting of the Merger.


4.               The estimates through the end of 2009 used to
quantify the Target Financial Information of the New Group have been prepared
using a set of assumptions about future events and actions that include, inter alia, hypothetical assumptions about
future events and management’s actions that are not necessarily expected to
occur, such as the Inertial Projections reported under point (c) of paragraph
3. above, that are based on hypothetical assumptions outside the influence of



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management, and the
Synergies and the Integration Costs reported under points (d) and (e) of
paragraph 3. above, that are based on hypothetical assumptions under partial
influence of management.


5.               Based on our examination of the evidence
supporting the assumptions and the facts used to quantify the Target Financial
Information included in Chapter 3.1 of the Informational Document and the
report of the other auditors, nothing has come to our attention which causes us
to believe, to date, that these assumptions and the facts described under
points (a) and (b) of paragraph 3. above, do not provide a reasonable basis to
quantify the Target Financial Information, whose achievement is subject to the
occurrence of the hypothetical assumptions about future events and management’s
actions, described in paragraph 4. above. Further, in our opinion the Target
Financial Information is properly prepared on the basis of the assumptions and
is presented in accordance with accounting principles consistent with those
applied by Banca Intesa and Sanpaolo in the preparation of the consolidated
financial statements at December 31, 2005, which are prepared in accordance
with International Financial Reporting Standards as adopted by the European
Union.


6.               Banca Intesa, as reported in the accompanying
press release dated December 29, 2006 (the “Press Release”), confirmed the
Target Financial Information (and, in particular, the combined net income of
approximately 7 billion euro for the year ending December 31, 2009) even taking
into account the effects of the measures prescribed on December 20, 2006 by the
Autorità Garante della Concorrenza e del Mercato (the “Antitrust Authority”),
which authorized the merger of Sanpaolo into Banca Intesa.


The related effects have
been estimated by senior management without involving the persons responsible
for the actions to be taken, by updating the projections and estimates
mentioned under paragraph 3. above, letter (c), and taking into account the
measures prescribed by the Antitrust Authority, reported in the accompanying
Press Release, thus obtaining the updated Target Financial Information (the “Updated
Target Financial Information”) which confirmed the Target Financial
Information.


Based on our examination of
the evidence supporting the assumptions and the facts used to quantify the
Updated Target Financial Information, we confirm the conclusions reported by us
in the preceding paragraph 5. with respect to the Updated Target Financial
Information.


7.               However, it should be noted that due to the
uncertainties of the occurrence of future events, with respect to the
realization of the event and its quantification and time of occurrence, actual
results are likely to be different from the forecast since anticipated events
frequently do not occur as expected and the variation may be material, even if
the events anticipated under the hypothetical assumptions described under
paragraph 4. above occur.



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8.               This
report has been prepared as required by Article 70 of CONSOB Regulation no.
11971 and subsequent modifications and integrations to be included in the
Informational Document, prepared by Banca Intesa for the Merger in Italy, under
the same regulation, and cannot be used for other purposes.


9.               We
have no responsibility to update this letter for events and circumstances
occurring after November 14, 2006, except for the information provided in
paragraph 6 which is updated through December 29, 2006.


	
  Milan, November 14, 2006

  	
   

  	
   

  
	
  (except for paragraph 6. above,

  	
   

  	
   

  
	
  whose reference date is

  	
   

  	
   

  
	
  December 29, 2006)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Reconta Ernst
  & Young S.p.A.

  
	
   

  	
   

  	
  Signed by: Guido
  Celona (partner)

  



 



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