Exhibit
4.8


Certificate
of Execution of 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.



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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


CERTIFICATE OF
STIPULATION OF DEED OF MERGER


I Ettore MORONE,


Notary public enrolled on
the Notary Roll of the Districts of Torino and Pinerolo, with residence in Torino,


hereby certify


that today was stipulated
with a deed under my hand and seal, file n. 109.563/17.118, to be registered as
provided for by the law, the merger for incorporation 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,
with and into


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.


Pursuant to the merger plan,
in the deed of merger for incorporation, and amongst other issues, the parties
provided for:


·      the
merger vis-à-vis third parties, pursuant to art. 2504 bis, par. 2 of the
Italian Civil Code,



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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.


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
commitments, legal filings, litigations, the legal, judicial, administrative,
fiscal and tax actions and, moreover in general, all securities or real



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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 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 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



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powers of attorney
conferred by the latter, including those for legal representation in court
proceedings and in other circumstances.


As of 1st January 2007 the
other resolutions of the Extraordinary Shareholders’ Meeting of the surviving
company held on 1st December 2006 shall also come into effect and, amongst
other issues, provide for,:


·      the
change in the corporate name to “Intesa Sanpaolo S.p.A.”,


·      the
transfer of the Registered office to Torino, Piazza San Carlo, 156,


·      the
institution of a secondary registered office in Milano, via Monte di Pietà, 8.


This certificate is issued
upon request of the surviving company.


Torino, twenty-eighth
December two-thousand-and-six.



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