Exhibit
4.1


Press
releases


C8027 - BANCA INTESA/SAN PAOLO IMI






	
  number

  	
  52

  	
  

  	
   

  	
   

  
	
  

  	
   

  	
  

  	
   

  	
  

  
	
  date

  	
  20/12/2006

  	
  

  	
   

  	
   

  



Text


PRESS
RELEASE

BANCA INTESA- SANPAOLO: ANTITRUST AUTHORITY
GIVES CONDITIONAL GO-

AHEAD FOR MERGER


In
retail banking, the parties undertake to sell 748 branches. In wealth
management, the CAAM joint venture between Banca Intesa and Crédit Agricole to
be closed down. Policies of another insurer to be sold in 1,133 branches of the
new bank.


The Italian Competition
Authority, at its meeting on 20 December 2006, authorized Banca Intesa’s
takeover of SanPaolo IMI, setting conditions in the banking sector, with the
sale of a total of 748 branches (partly due to the agreement with Crédit
Agricole), in wealth management and in insurance, so as to counter the risks to
competition from the new bank’s increased market share resulting from its much
larger retail network and broader range of products.


The parties have
undertaken as follows:


A) IN
THE BANKING SECTOR:


1) Sale
of 197 branches in over 20 Provinces


Branches will be sold in
the more than 20 Provinces where the merger risks creating or reinforcing a
dominant position. More specifically, 197 branches are to be sold to one or
more third parties by way of a transparent non-discriminatory procedure and
within a limited timeframe so as to ensure true competition in the marketplace.


2) Sale
to Crédit Agricole of the Cariparma and Friuladria branch networks as well as
another 193 branches


By 12 October 2007, Banca
Intesa will also sell Crédit Agricole the Cariparma and Friuladria networks,
for a total of 452 branches, as well as a further 193 branches. Most of these
(551 out of 645) are located in areas where competition might have been
threatened by the merger.


3)
Reduction in Crédit Agricole’s shareholding and ‘sterilization’ of its
management role in the new bank


The sale of branches to
Crédit Agricole can be seen as a sale to a third party, given that under the
conditions set for the authorization Crédit Agricole must significantly and
rapidly reduce its holdings in the ordinary share capital of the new bank and
must play no role in its administration and management. In the Supervisory
Committee and in the Management Committee of the new bank, as in any other
management or administrative entity, no direct or indirect representative of
Crédit Agricole may be present, and Crédit Agricole may not be a part of any
shareholder pact relating to the new bank.


B) IN
WEALTH MANAGEMENT









 



1) CAAM
SGR joint venture to be dissolved


In order to ensure Crédit
Agricole’s role as a third party and true competitor, the parties are to
dissolve the CAAM SGR SpA joint
venture which is at present jointly controlled by Banca Intesa and Crédit
Agricole. The breaking up of this joint venture will terminate the retail
agreement between Banca Intesa and CAAM SGR along with the relevant shareholder
pact.


2)
Diversification of the products sold by Crédit Agricole and the new bank


Consequently, the
restrictive effects of the merger in the wealth management area should be
overcome and the presence of a new operator should be guaranteed: the asset
management products offered through the branch network controlled by the Crédit
Agricole Group will in fact be different from those offered through the new
bank’s network.


C) IN
THE INSURANCE SECTOR


1)
Policies from another insurer to be sold in 1,133 of the new bank’s branches


Policies from another
insurer will be sold in 1,133 of the new bank’s branches. The parties undertake
to sell to independent third parties, by way of a transparent
non-discriminatory procedure, a business unit covering the design and
management of life insurance policies of the I, III and V branches. The sales
capability of this third party will be assured by way of an exclusive agreement
with Casse di Risparmio (savings banks) controlled by Intesa Casse del Centro
and by SanPaolo Banco di Napoli, to which will be added other Banca Intesa
branches in different Regions. This agreement will have a duration of not less
than six years and will be tacitly renewable for a further three years.

Furthermore, Po Vita will be sold to Crédit Agricole along with its controlling
company Cariparma.


2)
Agreement not to cross-sell


Moreover, in the context
of avoiding any risk of coordination due to the various structural, shareholding
and personal links between the new bank and the Generali Group, the parties
undertake to ensure that life policies from Intesa Vita and Generali are not
sold through bank branches of the SanPaolo Group and that Eurizon life policies
are not sold through pre-merger Banca Intesa branches.


3) ‘Sterilization’
of the role of Generali representatives in Eurizon’s strategies


The Antitrust Authority’s
authorization is also conditional on guarantees that members of the new bank’s
Supervisory Committee and Management Committee who represent Generali (or have
direct or indirect personal links with Generali), will not participate in
discussions or voting on motions directly affecting the business strategy of
Eurizon and will not influence in any way the business strategies of that
company.

The new bank will also take internal organizational steps to avoid the exchange
of sensitive information about business strategies with representatives of
Generali’s management structures as well as between its own managers and those
of Generali.


RISKS TO
COMPETITION AVOIDED BY WAY OF COMMITMENTS


In the Authority’s view,
the conditions that the parties have undertaken to respect are such as to
eliminate the risks to competition identified during the investigation. Had the
merger been authorized without conditions, it would have led to the creation,
or in some cases the strengthening, of dominant positions in numerous markets
thanks to the much larger retail network: from traditional retail banking
(deposit-taking and investments), to the setting up and sale of investment
funds, right through to the creation and sale of wealth management services.
The resulting market strength would have been further increased by the new bank’s









 



vertically integrated
structure and the improved range and type of services offered to customers.


The Competition Authority
further considers that a merger which was not conditional upon measures to
restrict the interlinked interests between the two Groups in personal terms as
well as in shareholdings (from the partnership in Intesa Vita with Generali to
Generali’s presence as a major shareholder in the new bank, from Banca Intesa’s
shareholding in Banca Generali to the presence of representatives of the
Generali Group on the board and in the management committees of the new
post-merger entity), could have led to the creation of a collectively dominant
position in the life insurance market.


 


Rome, 20 December 2006