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Exhibit 1.1



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|BYLAWS



February 2006



INDEX



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|                                                               |  |   
|-------------------------------------------------------------- |  | --
|Name - Registered office  Purpose and duration of the Company |  | 2 
|Share Capital - Shares - Bonds                                 |  | 2 
|Board of Directors                                             |  | 5 
|Board of Auditors                                              |  | 8 
|Shareholders Meeting                                          |  | 10
|Fiscal year - Dividends                                        |  | 11
|Special Powers                                                 |  | 11



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Approved by the Shareholders Meeting on April 7, 2005 and subsequently amended only in art.5
Share Capital  Shares  Bonds pursuant to notarial deeds n. 18232/5783, dated June 20, 2005, by Mr. Piergaetano Marchetti, Public Notary in Milan, in art. 5, 19 and 22 pursuant to notarial deeds n. 18241/5792, dated
October 5, 2005, by Mr. Piergaetano Marchetti, Public Notary in Milan, and in art. 5 pursuant to notarial deeds n. 1757/806, dated February 8, 2006 by Mr. Carlo Marchetti, Public Notary in Milan.



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NAME - REGISTERED OFFICE - PURPOSE AND DURATION OF
THE COMPANY



Article 1



The name of the Company shall be TELECOM ITALIA S.p.A.



Article 2



The registered office of the Company shall be in Milan.



Article 3



The Companys purpose shall be:



|- | the installation and operation, using any technique, method or system, of fixed and mobile equipment and installations, including space systems which use artificial
satellites, radio stations, including shipboard stations, links for maritime wireless communications, and dedicated and/or integrated networks, for the purpose of providing and operating, without territorial restrictions, licensed telecommunications
services for public use and telecommunications services in a free-market environment, including those resulting from technological progress, and the performance of activities directly or indirectly related thereto, including the design,
construction, operation, maintenance and distribution of telecommunications, remote-computing, online and electronic products, services and systems;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- | the performance of activities related to or otherwise serving the pursuit of the corporate purpose, including publishing, advertising, information technology, online and
multimedia activities and, in general, all commercial, financial, property, research, training and consulting activities;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- | the acquisition, provided it is not the Companys principal activity, of equity interests in other companies and undertakings falling within the scope of the
corporate purpose or related, complementary or similar thereto, including companies involved in manufacturing electronic products and insurance;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- | the control and the strategic, technical and administrative and financial coordination of subsidiary companies and undertakings, and the financial planning and management
thereof, with the implementation of all related transactions.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Activities reserved to persons entered in a professional register, activities involving dealings with the public covered by Article 106 of Legislative Decree 385/1993, and those which are otherwise prohibited by applicable legislation shall
be expressly excluded.



Article 4



The duration of the Company shall be until December 31, 2100. The extension of
the time limit doesnt assign the right of withdrawal to shareholders who do not vote in favour of the resolution in question having the right of withdrawal.



SHARE CAPITAL  SHARES - BONDS



Article 5



The subscribed and fully paid-up share capital shall be equal to Euro 10,668,131,549.35, divided into 13,370,482,156 ordinary shares
with a par value of Euro 0.55 each and 6,026,120,661 savings shares with a par value of Euro 0.55 each.



In resolutions to increase the share capital by issuing shares for cash, the right of pre-emption may be excluded for up to a maximum of ten per cent of the previously existing capital, provided the issue
price corresponds to the market value of the shares and this is confirmed in a report prepared by the firm appointed to audit the accounts.



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The Shareholders Meeting of May 26, 2003, reiterating, updating and, where necessary, renewing earlier resolutions of the Shareholders Meeting and
the Board of Directors resolved to increase the share capital by up to a maximum of Euro 624,936,779.50 (at December 31, 2005 Euro 131,416,738.75), by means of the issue of up to a maximum of 1,136,248,690 (at December 31, 2005
238,939,525) ordinary shares with a par value of Euro 0.55 each to be reserved irrevocably and exclusively for the conversion of the Olivetti 1.5% 2001-2010 convertibile con premio al rimborso (now Prestito Telecom Italia 1.5%
2001-2010 convertibile con premio al rimborso) convertible bonds, on the basis of 0.471553 ordinary shares for each bond presented for conversion.



The Shareholders Meeting of May 26, 2003 also resolved to increase the share capital by up to a maximum of Euro 183,386,986.75 (at December 31, 2005
Euro 131,923,969.10), by means of the issue of up to a maximum of 333,430,885 (at December 31, 2005 239,861,762) ordinary shares with a par value of Euro 0.55 each, divided into the following divisible tranches:



|1 | a tranche of up to a maximum of Euro 37,398,868.65 (at December 31, 2005 Euro 19,425,568.80) for the exercise of the Piano di Stock Option 2000 stock
options, increase to be implemented by July 30, 2008 by means of the issue of up to a maximum of 67,997,943 (at December 31, 2005 35,319,216) shares with a par value of Euro 0.55 each, to be subscribed for at a total price of Euro
13.815 per option held (i.e. at a price of Euro 4.185259 for each newly-issued share);
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2 | a tranche of up to a maximum of Euro 58,916,834.35 (at December 31, 2005 Euro 57,845,360.65) for the exercise of the Piano di Stock Option 2001 stock
options, increase to be implemented by April 30, 2008 by means of the issue of up to a maximum of 107,121,517 (at December 31, 2005 105,173,383) shares with a par value of Euro 0.55 each, to be subscribed for at a total price of Euro
10.488 per option held (i.e. at a price of Euro 3.177343 for each newly-issued share);
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3 | a tranche of up to a maximum of Euro 21,422,652.90 (at December 31, 2005 Euro 17,210,733.65) for the exercise of the Piano di Stock Option Top 2002 stock
options, increase to be implemented by February 28, 2010 by means of the issue of up to a maximum of 38,950,278 (at December 31, 2005 31,292,243) shares with a par value of Euro 0.55 each, to be subscribed for at a total price of Euro
9.203 per option held (i.e. at a price of Euro 2.788052 for each newly-issued share);
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4 | a tranche of up to a maximum of Euro 50,268,799.90 (at December 31, 2005 Euro 37,442,306.00) for the exercise of the Piano di Stock Option 2002 stock
options, increase to be implemented by March 31, 2008 for the first lot, by March 31, 2009 for the second lot and by March 31, 2010 for the third lot by means of the issue of up to a maximum of 91,397,818 (at December 31, 2005
68,076,920) shares with a par value of Euro 0.55 each, to be subscribed for at a total price for the different options of respectively Euro 9.665, Euro 7.952 and Euro 7.721 per option held (i.e. at a price for the different options of
respectively Euro 2.928015 Euro 2.409061 and Euro 2.339080 for each newly-issued share).
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Shareholders Meeting of April 7, 2005 resolved to increase the share capital by up to a maximum of Euro 38,655,832.60 (at December 31, 2005 Euro 33,946,239.80), by means of the issue of
up to a maximum of 70,283,332 (at December 31, 2005 61,720,436) ordinary shares with a par value of Euro 0.55 each, divided into the following divisible tranches:



|1. | a tranche of up to a maximum of Euro 11,705,656.05 (at December 31, 2005 Euro 11,166,473.45) for the exercise of the 2000-2002 Stock-Option Plans stock
options, increase to be implemented by December 31, 2008 by means of the issue of up to 21,283,011 (at December 31, 2005 20,302,679) Telecom Italia ordinary shares with a par value of Euro 0.55 each, to be subscribed for at a total price
of Euro 6.42 per option held (i.e. at a price of Euro 3.710983 for each newly-issued share);
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|2. | a tranche of up to a maximum of Euro 22,150,920 (at December 31, 2005 Euro 20,956,787.50) for the exercise of the 2002-2003 Stock-Option Plans stock
options, increase to be implemented by December 31, 2008 by means of the issue of up to 40,274,400 (at December 31, 2005 38,103,250) Telecom Italia ordinary shares with a par value of Euro 0.55 each, to be subscribed for at a total price
of Euro 5.67 per option held (i.e. at a price of Euro 3.277457 for each newly-issued share);
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | a tranche of up to a maximum of Euro 3,192,173.05 (at December 31, 2005 Euro 1,822,978.85) for the exercise of the 2003-2005 Stock-Option Plans stock
options, increase to be implemented by December 31, 2008 for the first lot, by December 31, 2009 for the second lot and by December 31, 2010 for the third lot by means of the issue of up to a maximum of 5,803,951 (at December 31,
2005 3,314,507) shares with a par value of Euro 0.55 each, to be subscribed for at a total price of Euro 5.07 per option held (i.e. at a price of Euro 2.930636 for each newly-issued share).
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For five years starting from May 6, 2004 the Directors may increase the share
capital in one or more tranches by up to a maximum total amount of Euro 880,000,000 by means of cash issues of up to a maximum of 1,600,000,000 ordinary shares, all or part of which:



|(i) | to be offered with the right of pre-emption to shareholders and holders of convertible bonds; or
|--- | ------------------------------------------------------------------------------------------------



|(ii) | to be offered for subscription to employees of Telecom Italia S.p.A. or its subsidiaries, with the exclusion of the right of pre-emption, provided such increase in capital
does not exceed 1% of the capital attested at the date of the offering, pursuant to the combined effects of Article 2441, last paragraph, of the Civil Code and Articles 134(2) of Legislative Decree 58/1998.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Resolutions to increase the share capital adopted by the Board of Directors in
exercising the powers attributed above shall set the subscription price (including any premium) and a time limit for the subscription of the shares; they may also provide, in the event that the increase approved is not fully subscribed within the
time limit established for each issue, for the capital to be increased by an amount equal to the subscriptions received up to such time.



The Board of Directors may issue, in one or more tranches and for up to a maximum of five years from May 6, 2004, convertible bonds up to a maximum amount of
Euro 880,000,000.



Article 6



The savings shares shall have the preferential rights set forth in this Article.



The net profit shown in the duly approved annual accounts, less the
amount to be allocated to the legal reserve, must be distributed to the savings shares up to five per cent of their par value.



The net profit that remains after the allocation to the savings shares of the preferred dividend provided for in the second paragraph, payment of which must be
approved by the Shareholders Meeting, shall be divided among all the shares in such a way that the dividend per savings share is higher by two per cent of its par value than the dividend per ordinary share.



When the dividend paid on savings share in a fiscal year is less than that indicated in
the second paragraph, the difference shall go to increase the preferred dividend in the next two fiscal years.



In the event of a distribution of reserves, the savings shares have the same rights as the other shares. If the net profit for the year is nil or insufficient to satisfy the property rights referred to in
the preceding paragraphs, the Shareholders Meeting called to approve the



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annual accounts may resolve to satisfy the right referred to in the second paragraph and/or the right to the premium referred to in the third paragraph by drawing on
the reserves. Payment made by drawing on the reserves shall exclude application of the mechanism for carrying over, to the two following fiscal years, the right to preferred dividends not received through the distribution of profits referred to in
the fourth paragraph.



A reduction of the share capital due to losses
shall not entail a reduction of the par value of the savings shares, except for the amount of the loss that exceeds the total par value of the other shares.



Upon dissolution of the Company, the savings shares shall have priority in the repayment of the capital up to their entire par value.



If the Companys ordinary or savings shares are delisted, holders of saving shares
may apply to the Company for their conversion into ordinary shares, in the manner approved by an Extraordinary Shareholders Meeting called ad hoc within two months of the delisting.



Article 7



The shares shall be indivisible. In the event of joint ownership, the rights of the joint owners shall be exercised by a common representative. Fully paid-up shares may be bearer shares when the law
permits. In such case, shareholders may apply for their shares to be converted, at their own expense, into registered shares or vice versa.



Vis-à-vis the Company, shareholders shall be deemed to elect domicile for all legal purposes at the domicile indicated in the Shareholders Register.



The imposition or removal of restrictions on the circulation of shares
doesnt assign the right of withdrawal to shareholders who did not vote in favour of the resolution in question having the right of withdrawal.



Article 8



The Company may issue bonds and shall establish the terms and conditions of their placement.



BOARD OF DIRECTORS



Article 9



The Company shall be managed by a Board of Directors consisting of not less than seven and not more than twenty-three members. The Shareholders Meeting shall establish the number of members of the Board, which shall
remain unchanged until the Meeting establishes a different number.



The
Board of Directors shall be appointed on the basis of slates presented by the shareholders pursuant to the following paragraphs or by the outgoing Board of Directors, on which the candidates shall be listed by serial number.



When the Board of Directors presents its own slate, it shall be filed at the registered
office of the Company and published in at least one Italian daily newspaper with national circulation, at least twenty days prior to the date set for the Shareholders Meeting on the first call.



The slates presented by the shareholders shall be filed at the registered office of the
Company and published at the expense of the shareholders in the manner indicated in the preceding paragraph at least ten days prior to the date set for the Shareholders Meeting on the first call.



Each shareholder may present or participate in the presentation of only one slate and
each candidate may appear on only one slate on pain of ineligibility.



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Only shareholders who alone or together with other shareholders hold a total number of shares representing at least 1% of the share capital entitled to vote at the
Ordinary Shareholders Meeting may submit slates, subject to their proving ownership of the number of shares needed for the presentation of slates at least two days prior to the date set for the Shareholders Meeting at the first call on
pain of nullity.



Together with each slate, and within the respective
time limits specified above, declarations must be filed in which the individual candidates agree to their candidacy and attest, on their own responsibility, that there are no grounds for ineligibility or incompatibility, and that they meet any
requirements prescribed for the positions in question. Together with the declarations, a curriculum vitae shall be filed for each candidate setting out their main personal and professional data with an indication, where appropriate, of the grounds
for their qualifying as independent.



Each person entitled to vote may
vote for only one slate.



The Board of Directors shall be elected as
specified below:



|a) | four fifths of the directors to be elected shall be chosen from the slate that obtains the majority of the votes cast by the shareholders, in the order in which they are
listed on the slate; in the event of a fractional number, it shall be rounded down to the nearest whole number;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b) | the remaining directors shall be taken from the other slates; to that end, the votes obtained by the various slates shall be divided first by one, then by two, then by
three, then by four and then by five, up to the number of directors to be chosen. The quotients thus obtained shall be assigned to the candidates on each slate in the order specified thereon. On the basis of the quotients assigned, the candidates on
the various slates shall be arranged in a single decreasing ranking. Those who have obtained the highest quotients shall be elected.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | If more than one candidate obtains the same quotient, the candidate from the slate that has not yet elected any director or that has elected the smallest number of
directors shall be elected.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | If none of such slates has yet elected a director or all of them have elected the same number of directors, the candidate from the slate that obtained the largest number
of votes shall be elected. If the different slates have received the same number of votes and their candidates have been assigned the same quotients, a new vote shall be held by the entire Shareholders Meeting and the candidate obtaining the
simple majority of the votes shall be elected.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In
appointing directors who for any reason have not been appointed pursuant to the procedure specified above, the Shareholders Meeting shall vote on the basis of the majorities required by law.



If in the course of the fiscal year one or more vacancies occur on the Board, the
procedure specified in Article 2386 of the Civil Code shall be followed.



Should a majority of the seats on the Board of Directors become vacant for any cause or reason, the remaining directors shall be deemed to have resigned and they shall cease to hold office from the time the Board has been reconstituted by
persons appointed by the Shareholders Meeting.



Article 10



The Board of Directors shall elect a Chairman from among its member  if the
Shareholders Meeting has not already done so  and may also appoint a Deputy Chairman; both may be re-elected.



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In the absence or disability to act of the Chairman, the Deputy Chairman, if one has been appointed, shall take his/her place or, if the Deputy Chairman is absent,
the most senior director by age.



The Board of Directors may elect a
Secretary who need not be a director.



Extracts from the register of the
minutes of meetings of the Board of Directors signed by the Chairman or by two directors and countersigned by the Secretary shall be conclusive evidence.



Article 11



The Chairman or his/her substitute shall call meetings of the Board of Directors at the Companys registered office or elsewhere, whenever he/she deems this appropriate in the interests of the Company or receives a written
request to do so from at least one fifth of the directors holding office or from the members of the Board of Auditors. The Chairman shall give advance notice of the matters to be discussed in Board meetings and arrange for adequate information on
the questions to be examined to be provided to all the Directors, taking account of the circumstances of each case.



In general, meetings shall be called at least five days prior to the date thereof, except in urgent cases, when it may be given by telegram, fax or e-mail with at least twenty-four hours notice.



Notice shall be given to the Board of Auditors within the same time
limits.



Participation in Board meetings may  if the Chairman or
his/her substitute verifies the necessity  be by means of telecommunication techniques that permit participation in the discussion and informational equality for all those taking part.



Article 12



The Board of Directors shall have the broadest possible powers of ordinary and extraordinary administration of the Company, since all
matters not expressly reserved to the General Shareholders Meeting by law or these bylaws are within its jurisdiction.



Within the limits established by law, the Board of Directors shall be entrusted with deciding on the merger of companies of which Telecom Italia owns at least 90%
of the shares or capital parts, the reduction of the share capital in the event of the withdrawal of shareholders, the revision of the bylaws to conform with statutory provisions, the relocation of the registered office within Italy, and the opening
and closing of secondary offices.



Article 13



To implement its own resolutions and manage the Company, the Board of Directors,
subject to the limits provided for by law, may:



|- | create an Executive Committee, establishing its powers and the number of members;
|- | ---------------------------------------------------------------------------------



|- | delegate suitable powers, establishing the limits thereof, to one or more directors, possibly with the title of Chief Executive Officer;
|- | ----------------------------------------------------------------------------------------------------------------------------------------



|- | appoint one or more General Managers, establishing their powers and duties;
|- | ---------------------------------------------------------------------------



|- | appoint attorneys, who may be members of the Board of Directors, for specific transactions and for a limited period of time.
|- | ----------------------------------------------------------------------------------------------------------------------------



The Board may set up committees from among its members charged with giving advice and
making proposals and shall establish their powers and duties.



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Article 14



Persons with delegated powers shall report to the Board of Directors and the Board of Auditors on the activities carried out, the general results of operations and their foreseeable development, and the transactions of greatest
economic, financial or balance sheet significance concluded by the Company or its subsidiaries; in particular, they shall report on transactions in which they have an interest, directly or on behalf of third parties, or that are influenced by the
person, if any, who performs the activity of direction and coordination. Such reports shall be made promptly, and at least once in each quarter, on the occasion of the meetings of the Board of Directors and the Executive Committee or in a written
memorandum.



In accordance with the times and procedures for disclosing
information to the market, the representative of the holders of savings shares must be informed by the Board of Directors or the persons delegated to that end of any corporate events that might affect the price of the shares of that class.



Article 15



The representation of the Company vis-à-vis third parties and in legal proceedings shall pertain to the Chairman and, in his
absence or disability to act, the Deputy Chairman, if one is appointed; it shall also pertain severally to each of the directors with delegated powers.



Article 16



The directors shall be entitled to the reimbursement of expenses incurred in the performance of their duties. The Ordinary Shareholders Meeting shall also decide the annual remuneration payable to the Board. Once fixed,
this remuneration shall remain unchanged until the Meeting establishes a different amount.



BOARD OF AUDITORS



Article 17



The Board of Auditors shall consist of five
or seven auditors. The Shareholders Meeting shall establish the exact number, which shall remain unchanged until the Meeting establishes a different number. The Meeting shall also appoint two alternates.



The Board of Auditors shall elect a Chairman from among its members by majority vote.
In the absence or disability to act of the Chairman, he/she shall be replaced by the most senior auditor by age.



Without prejudice to the situations of incompatibility established by law, persons who are members of the boards of auditors of more than five companies listed on Italian regulated markets may not be
appointed auditors and shall forfeit the post if they are elected. Telecom Italia S.p.A. and its subsidiaries shall not be included when computing the above limit.



For the purposes of Articles 1(2)(b) and 1(2)(c) of the regulation referred to in Justice Minister Decree 162/2000, the following
sectors of activity and matters shall be considered closely linked to those of the Company: telecommunications, information technology, online systems, electronics and multimedia technology, and matters related to private and administrative law,
economics and business administration.



The appointment of the Board of
Auditors shall be based on the slates presented by shareholders who individually or together with other shareholders hold a total number of shares representing at least 1% of the share capital entitled to vote at the Ordinary



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Shareholders Meeting, subject to their proving ownership of the number of shares needed for the presentation of slates at least two days prior to the date set
for the Shareholders Meeting at the first call on pain of nullity.



Each shareholder may present or participate in the presentation of only one slate and each candidate may appear on only one slate on pain of ineligibility.



The slates must be filed at the registered office of the Company and published at the expense of the shareholders who present them in
at least one Italian daily newspaper with national circulation, at least ten days prior to the date set for the Shareholders Meeting on the first call.



Together with each slate, declarations must be filed in which the individual candidates agree to their candidacy and attest, on their own responsibility, that there
are no grounds for ineligibility or incompatibility, and that they meet the requirements prescribed by law and these bylaws. Together with the declarations, a curriculum vitae for each candidate shall be filed setting out their main personal and
professional data.



The slates shall be divided into two sections: one
for candidates to the position of auditor and the other for candidates to the position of alternate. The first candidate in each section must be selected from among persons entered in the register of auditors who have worked on statutory audits for
a period of not less than three years.



Each person entitled to vote may
vote for only one slate.



The Board of Auditors shall be elected as
specified below:



|a) | from the slate that obtains the majority of the votes cast by the shareholders (the Majority Slate) one alternate and all the auditors not chosen from the other slates
(the Minority Slates) shall be chosen in the order in which they are listed on the slate;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b) | from the Minority Slates two auditors shall be chosen. One alternate shall be chosen from the Minority Slate that obtains the largest number of votes.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | For the appointment of the auditors from the Minority Lists, the votes obtained by the various slates shall be divided first by one and then by two. The quotients thus
obtained shall be assigned to the candidate auditors on each slate in the order specified thereon. On the basis of the quotients assigned, the candidates on the various slates shall be arranged in a single decreasing ranking and those who have
obtained the highest quotients shall be elected.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | If more than one candidate obtains the same quotient, the candidate from the slate that has not yet elected an auditor shall be elected or, subordinately, there shall be a
tiebreaker vote by the entire Shareholders Meeting and the slate that obtains the simple majority of the votes shall prevail.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In appointing auditors who for any reason have not been appointed pursuant to the procedure specified above, the Shareholders Meeting shall vote on the basis
of the majorities required by law.



In the event of the substitution of
an auditor chosen from the Majority Slate or one of the Minority Slates, the alternate chosen respectively from the Majority List or the Minority Lists shall take his/her place. Appointments to fill vacancies on the Board of Auditors pursuant to
Article 2401 of the Civil Code shall be made by the Shareholders Meeting on the basis of the majorities required by law.



After notifying the Chairman of the Board of Directors, the Board of Auditors, or at least two auditors, may call, as provided for by law, a meeting of the
shareholders, the Board of Directors or the Executive Committee.



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Participation in the meetings of the Board of Auditors may  if the Chairman verifies the necessity  be by means of telecommunication techniques that
permit participation in the discussion and informational equality for all those taking part.



SHAREHOLDERS MEETING



Article 18



An Ordinary Shareholders Meeting must
be called within 120 days or, where special circumstances make this necessary, within 180 days of the end of the fiscal year; if the meeting is called within 180 days, the Directors shall give the reasons for the delay in the report on operations
included in the annual report.



An Extraordinary Shareholders
Meeting shall be called whenever it is deemed desirable by the Board of Directors and when it is required in accordance with the law. If the quorum is not reached at the second call, there may be a third call.



Ordinary and Extraordinary Shareholders Meetings may be held in a place other
than the Registered Office, provided it is in Italy.



Article 19



The shareholders, for which the Company has received the documentation pursuant to
article 2370, second paragraph of the Civil Code, at least two days prior to the date set for each meeting, are entitled to attend the Meeting.



Ordinary shareholders may exercise their right to vote by mail in accordance with the applicable law.



Every shareholder entitled to attend may be represented at the Shareholders Meeting by giving a proxy to an individual or legal
entity, subject to the restrictions established by law.



In order to
facilitate the collection of proxies among employee shareholders of the Company and its subsidiaries who belong to shareholder associations satisfying the requirements established by law, special areas shall be made available in accordance with the
procedures and time limits established by the Board of Directors either directly or through its agents where information can be provided and proxy forms collected.



Article 20



The Chairman of the Board of Directors or his/her substitute or, in the absence thereof, the person elected with the favourable vote of the majority of the capital
represented at the meeting, shall chair the Shareholders Meeting and govern its proceedings. To this end, the Chairman of the Meeting shall, amongst other things, verify its regularity, ascertain the identity and right to attend of those
present, direct the business, including by establishing a different order for the discussion of the items indicated in the notice convening the Meeting.



The Chairman shall take appropriate measures to ensure the orderly conduct of the discussion and polls; he shall establish how each poll is to be conducted and
verify the results; he may choose two or more scrutineers from among those present.



The Secretary shall be appointed with the favourable vote of the majority of the capital represented at the meeting and a person who is not a shareholder may be selected.



Shareholders meetings shall be governed by the law, these bylaws and the Rules of
Proceeding approved by the Ordinary Shareholders Meeting.



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FISCAL YEAR - DIVIDENDS



Article 21



The fiscal year shall end on December 31 of each year.



From the net profit reported in the annual accounts, 5% shall be allocated to the legal reserve until this reaches an amount equal to one-fifth of the share
capital.



The remainder shall be used to pay the dividend determined by
the Shareholders Meeting, and for such other purposes as the Meeting deems most appropriate or necessary.



During the course of the fiscal year, the Board of Directors may distribute interim dividends to the shareholders.



SPECIAL POWERS



Article 22



Pursuant to Article 2(1) of Decree Law 332/1994, ratified with amendments by Law 474/1994, as replaced by Article 4(227) of Law 350/2003, the Minister for the Economy and Finance, in agreement with the Minister for Productive
Activities, shall have the following special powers:



|a) | to oppose the acquisition by parties subject to the limitations on share ownership referred to in Article 3 of Decree Law 332/1994, ratified with amendments by Law
474/1994, of major holdings, taken to mean holdings that, as specified by Treasury Minister Decree of 24 March 1997, are equal to at least 3% of the share capital represented by shares with a right to vote in ordinary shareholders
meetings. The objection must be made within ten days of the date of the communication that the directors must send at the time of the application for entry in the shareholders register if the Minister deems that the transaction is prejudicial
to the vital interests of the state. During the interval for the exercise of the right of objection the voting rights and any rights other than the property rights attaching to the shares that represent the major holding shall be suspended. In the
event of the exercise of the right of objection, by means of a measure giving the reasons in relation to the actual prejudice caused by the transaction to the vital interests of the state, the transferee may not exercise the voting rights or any
rights other than the property rights attaching to the shares that represent the major holding and must sell the shares within one year. If this is not done, the Court, at the request of the Minister for the Economy and Finance, shall order the sale
of the shares representing the major holding pursuant to the procedures established in Article 2359-ter of the Civil Code. The objection may be appealed within sixty days by the transferee before the Lazio Regional Administrative Court;
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|b) | to veto, giving the reasons in relation to the actual prejudice caused to the vital interests of the state, the adoption of resolutions to dissolve the Company, transfer
the business, merge or divide the Company, transfer the registered office outside Italy, change the corporate object, or amend these bylaws with a view to eliminating or modifying the powers specified in this article. The veto may be appealed within
sixty days by the transferee before the Lazio Regional Administrative Court.
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The right of objection referred to in subparagraph a) may be exercised with reference to the cases specified in Article 4(228) of Law 350/2003. The special powers referred to in subparagraphs a) and b) shall be exercised in
conformity with the criteria established by the decree issued by the President of the Council of Ministers on 10 June 2004.



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