**EXHIBIT 1.1****ENEL S.p.A.****CORPORATE BYLAWS**     Text approved by the extraordinary Shareholders’ Meeting ofMay 21, 2004, as amended: •     by the Board of Directors on October 21, 2004 (through the    amendment of articles 6.2, 15.1, 18.1, 21.1 and 22.2);  •     by the Board of Directors on March 30, 2005 (through    insertion of article 5.8, now 5.7);  •     by the extraordinary Shareholders’ Meeting of May 26,    2005 (through the amendment of articles 5 and 14.3).     The amount of the share capital stated in article 5.1 takes intoaccount the partial execution of the resolutions regardingincreases of the share capital for the different stock-optionPlans adopted by the Board of Directors, as indicated in thesame article 5.**Title I****Incorporation, Company name, Registered office, Term**ARTICLE 1     1.1 The Company shall be called “ENEL —Società per azioni” and shall be governed by the rulesof the present bylaws.ARTICLE 2     2.1 The registered office of the Company shall be locatedin Rome.ARTICLE 3     3.1 The Company shall exist until December 31, 2100and its term shall be extendible one or more times by resolutionof a Shareholders’ Meeting.**Title II****Corporate Purpose**ARTICLE 4     4.1 The purpose of the Company shall be to acquire andmanage equity holdings in Italian or foreign companies andfirms, as well as to provide such subsidiary companies and firmswith strategic guidelines and coordination with regard to boththeir industrial organization and the business activities inwhich they engage.     Through affiliates or subsidiaries the Company shall operateespecially:          a) in the electricity industry, including the activities of    production, importation and exportation, distribution and sale,    as well as transmission within the limits of existing    legislation;           b) in the energy industry in general, including fuels, and    in the field of environmental protection, as well as in the    water sector;           c) in the communications, telematics and    information-technology industries and those of multimedia and    interactive services;

 
          d) in network-based sectors (electricity, water, gas,    district heating, telecommunications) or those which, in any    case, provide urban services locally;           e) in other sectors: •     in any way related to or connected with the activities carried    out in the sectors mentioned above;  •     allowing the facilities, resources and expertise employed in the    sectors mentioned above (such as, by way of example and without    limitation: publishing, real estate and services to firms) to be    enhanced and better utilized;  •     allowing the profitable use of the goods produced and the    services provided in the sectors mentioned above;          f) in the carrying out of activities involving systems and    installations design, construction, maintenance and management;    the production and sale of equipment; research, consulting and    assistance; as well as the acquisition, sale, marketing and    trading of goods and services, all activities connected with the    sectors mentioned above under a), b), c) and d).     4.2 In the interest of its affiliates or subsidiaries, theCompany may also carry out directly any activity connected withor instrumental to its own business or that of its affiliates orsubsidiaries themselves.     To this end, the Company shall in particular see to: •     the coordination of the managerial resources of its affiliates    or subsidiaries, including the carrying out of appropriate    training initiatives;  •     the administrative and financial coordination of its affiliates    or subsidiaries, effecting in their favour all appropriate    transactions, including granting loans and, more in general, the    framework and management of their financial activities;  •     the supply of other services in favor of its affiliates or    subsidiaries in areas of specific business interest.     4.3 In order to attain its corporate purpose, the Companymay also carry out all transactions that are instrumentallynecessary or useful or at any rate related, such as, by way ofexample: the provision of collateral and/or personal guaranteesfor both its own and third-party commitments; transactionsinvolving movables and real-estate and commercial operations;and anything else that is connected with its corporate purposeor that allows better use of its own facilities and/or resourcesor those of its affiliates or subsidiaries, with the exceptionof accepting monetary deposits from the public and providinginvestment services as defined by legislative decree n. 58of February 24, 1998, as well as the activities referred toin section 106 of legislative decree n. 385 ofSeptember 1, 1993 insofar as they are also exercisedvis-àvis the public.**Title III****Capital Stock — Shares —Withdrawal — Bonds**ARTICLE 5     5.1 The nominal value of the Company’s share capitalamounts to 6,124,838,588 euro, divided into 6,124,838,588ordinary shares, each with a par value of 1 euro.     5.2 The shares shall be registered and every share shallentitle the holder to one vote.     5.3 The mere fact of being a shareholder shall constituteacceptance of these bylaws.     5.4 Partially exercising the delegation granted it by theShareholders’ Meeting of December 18, 1999, onApril 9, 2001 the Board of Directors resolved:          1. to proceed with the capital increase for the    stock-option Plan for the year 2000, to be carried    out — taking into account the subsequent amendments    made by the Shareholders’ Meeting of
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     May 25, 2001 following the conversion of the share    capital into euro and the reverse stock split approved by the    aforesaid Shareholders’ Meeting — as follows: •     increase of the share capital by payment by a maximum amount of    5,513,200 euro through the issue of a maximum number of    5,513,200 new ordinary shares with a par value of 1 euro each,    at the price of 8.6 euro, reserved for subscription to the    executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant    to section 2359 of the Civil Code, who were selected on    March 3, 2000 to participate in the aforesaid Plan;  •     the deadline set for completing the subscription of the increase    is December 31, 2004; and in the event the increase is not    totally subscribed by this date, the capital shall be increased    by an amount equal to the subscriptions received;          2. to proceed with the capital increase for the    stock-option Plan for the year 2001, to be carried    out — taking into account the subsequent amendments    made by the Shareholders’ Meeting of May 25, 2001    following the conversion of the share capital into euro and the    reverse stock split approved by the aforesaid Shareholders’    Meeting — as follows: •     increase of the share capital by payment by a maximum amount of    34,274,050 euro through the issue of a maximum number of    34,274,050 new ordinary shares with a par value of 1 euro each,    at the price of 7.272 euro, reserved for subscription to the    executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant    to section 2359 of the Civil Code, who were selected on    April 9, 2001 to participate in the aforesaid Plan;  •     the deadline set for completing the subscription of the increase    is December 31, 2005; and in the event the increase is not    totally subscribed by this date, the capital shall be increased    by an amount equal to the subscriptions received.     5.5 Partially exercising the delegation granted it by theShareholders’ Meeting of May 25, 2001, onApril 10, 2003 the Board of Directors resolved to proceedwith the capital increase by payment for the stock-option Planfor the year 2002 in the maximum total amount of 41,748,500euro, to be carried out as follows: •     a maximum amount of 39,245,000 euro through the issue of a    maximum number of 39,245,000 new ordinary shares with a par    value of 1 euro each, at the price of 6.426 euro determined by    the Board of Directors on March 28, 2002;  •     a maximum of 2,503,500 euro through the issue of a maximum    number of 2,503,500 new ordinary shares with a par value of 1    euro each, at the price of 6.48 euro determined by the Board of    Directors on September 12, 2002.     This capital increase is reserved for subscription to theexecutives of ENEL S.p.a. and/or subsidiaries thereof, pursuantto section 2359 of the Civil Code, who were selected onMarch 28, 2002 and September 12, 2002 to participatein the aforesaid Plan.     The deadline set for completing the subscription of the increaseis December 31, 2007; and in the event the increase is nottotally subscribed by this date, the capital shall be increasedby an amount equal to the subscriptions received.     5.6 Entirely exercising the delegation granted it by theShareholders’ Meeting of May 23, 2003, onApril 7, 2004 the Board of Directors resolved to proceedwith the capital increase for the stockoption Plan for the year2003, to be carried out as follows: •     increase of the share capital by payment by a maximum amount of    47,624,005 euro through the issue of a maximum number of    47,624,005 new ordinary shares with a par value of 1 euro each,    at the price of 5.240 euro, reserved for subscription to the    executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant    to section 2359 of the Civil Code, who were selected on    April 10, 2003 to participate in the aforesaid Plan;
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 •     the deadline set for completing the subscription of the increase    is December 31, 2008; and in the event the increase is not    totally subscribed by this date, the capital shall be increased    by an amount equal to the subscriptions received.     5.7 Entirely exercising the delegation granted it by theShareholders’ Meeting of May 21, 2004, onMarch 30, 2005 the Board of Directors resolved to proceedwith the capital increase for the stock-option Plan for the year2004, to be carried out as follows: •     increase of the share capital by payment by a maximum amount of    38,527,550 euro through the issue of a maximum number of    38,527,550 new ordinary shares with a par value of 1 euro each,    at the price of 6.242 euro, reserved for subscription to the    executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant    to section 2359 of the Civil Code, who were selected on    March 29, 2004 to participate in the aforesaid Plan;  •     the deadline set for completing the subscription of the increase    is December 31, 2009; and in the event the increase is not    totally subscribed by this date, the capital shall be increased    by an amount equal to the subscriptions received.     5.8 Pursuant to section 2443 of the Civil Code, theBoard of Directors is authorized, for a period of five yearsfrom the shareholders’ resolution of May 26, 2005, toincrease the share capital one or more times by a maximum totalamount of 28,757,000 euro, through the issue of a maximum of28,757,000 ordinary shares with a par value of 1 euro each,which shall rank for dividend pari passu, for the stock-optionPlan for the year 2005 approved by the Board of Directors at itsmeeting on March 30, 2005.     These shares shall be offered for subscription by payment to theexecutives of ENEL S.p.a. and/or subsidiaries thereof pursuantto section 2359 of the Civil Code who are the beneficiariesof the Plan, with the exclusion of preemptive rights pursuant tothe combined provisions of section 2441, last paragraph, ofthe Civil Code and section 134, paragraph 2, oflegislative decree n. 58 of February 24, 1998.     The right to subscribe to these shares shall be personal and nottransferable inter vivos. Resolutions of the Board of Directorsshall set deadlines for subscription of the shares and shallprovide that, in the event the increase resolved upon is notsubscribed by the deadline set each time for that purpose, theshare capital shall be increased by an amount equal to thesubscriptions received up to such deadline.ARTICLE 6     6.1 Pursuant to section 3 of decree-law n. 332 ofMay 31, 1994, converted with revisions by Law n. 474 ofJuly 30, 1994, no one, in whatever capacity, may own sharesconstituting more than 3% of the share capital, subject to theprovisions of the law.     This limit on share ownership shall be calculated taking intoaccount the total shareholding of a controlling entity, whethera natural or legal person or corporation; of all directly orindirectly controlled entities, as well as of the entities undera common control; of affiliates as well as natural personsrelated by blood or marriage until the second decree, includinghis or her spouse unless legally separated.     Control shall be deemed to exist, including with regard topersons or entities other than companies, in the cases providedfor by section 2359, paragraphs 1 and 2, of theCivil Code. Affiliation shall be deemed to exist in thesituations mentioned in section 2359, paragraph 3, ofthe Civil Code, as well as among persons or entities that,directly or indirectly, through subsidiaries other thaninvestment management companies, enter intoagreements — including those with thirdparties — regarding the exercise of voting rights orthe transfer of shares of or interests in other companies, orany other agreements mentioned in section 122 oflegislative decree n. 58 of February 24, 1998 with respectto third-party companies in the event that such agreementsregard at least 10% of the voting stock if the companiesconcerned are listed or 20% if the companies concerned are notlisted.     Calculation of the aforesaid limit on stock ownership (3%) shallalso take into account the shares held through fiduciariesand/or nominees, or in general through intermediaries.
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     Voting rights attributable to shares held in excess of theaforesaid limit may not be exercised and the voting rights ofeach of the parties concerned by the ownership limit will bereduced pro rata, unless a different prior indication has beenjointly given by the shareholders concerned. A resolution passedwith the votes of shares held in violation of the limit may bechallenged in court under section 2377 of the Civil Code,provided that the resolution would not have been passed withoutthe votes relating to shares held in violation of the limit.     The shares for which voting rights may not be exercised shall becounted, however, for the purpose of determining the quorum atShareholders’ Meetings.     6.2 Pursuant to paragraph 1 of section 2 ofdecree-law n. 332 of May 31, 1994, converted with revisionsby Law n. 474 of July 30, 1994, as replaced bysection 4, paragraph 227 of Law n. 350 ofDecember 24, 2003, the Minister of the Economy andFinance — in agreement with the Minister of ProductiveActivities — shall hold the following special powers:          a) opposition to the acquisition by persons or entities    affected by the limit on stock ownership specified in    section 3 of decree-law n. 332 of May 31, 1994,    converted with revisions by Law n. 474 of July 30, 1994, of    significant holdings, by which is meant — as    established by a decree of the Minister of the Treasury, the    Budget and Economic Planning of September 17,    1999 — those that represent at least 3% of the share    capital constituted by shares with voting rights at ordinary    Shareholders’ Meetings. The opposition must be expressed    within ten days from the date of notice to be given by the    Directors when the request is made for registration in the    shareholders’ register, in the event the Minister considers    the transaction to be detrimental to vital national interests.    Until the deadline for exercising the power of opposition has    passed, the right to vote and all other rights other than    economic ones pertaining to the shares that represent the    significant holding shall be suspended. In the event the power    of opposition is exercised — through an order duly    justified with regard to the concrete detriment the transaction    causes to vital national interests — the transferee    may not exercise the voting rights nor any other right other    than economic ones pertaining to the shares that represent the    significant holding and must dispose of the shares in question    within one year. In case of failure to comply, upon request by    the Minister of the Economy and Finance a court will order the    sale of the shares that represent the significant holding    according to the procedures specified in section 2359-ter    of the Civil Code. The transferee may challenge the order    exercising the power of opposition within sixty days before the    regional administrative court of Lazio;           b) opposition to the agreements referred to in    section 122 of the consolidation law referred to in    legislative decree n. 58 of February 24, 1998 in the event    that they regard at least one-twentieth of the capital stock    consisting of shares with voting rights at ordinary    Shareholders’ Meetings. For purposes of exercising the    power of opposition, the CONSOB shall inform the Minister of the    Economy and Finance of the significant agreements and pacts    described in this Article of which it has received notice in    compliance with the above-mentioned section 122 of the    consolidation law referred to in legislative decree n. 58 of    1998. The power of opposition must be exercised within ten days    from the date of the notice given by the CONSOB. Until the    deadline for exercising the power of opposition has passed, the    right to vote and all other rights other than the economic ones    of the shareholders participating in the agreement shall be    suspended. In the event the order of opposition — duly    justified with regard to the concrete detriment the aforesaid    agreements cause to vital national interests — is    issued, such agreements shall not be effective. If it can be    inferred from their conduct at a Shareholders’ Meeting that    the shareholders participating in the syndicate are keeping the    commitments made when they joined the pacts or agreements    referred to in the above-mentioned section 122 of the    consolidation law referred to in legislative decree n. 58 of    1998, resolutions adopted with the decisive vote of the    aforesaid shareholders may be challenged in court. The order    exercising the power of opposition may be challenged within    sixty days by the shareholders participating in the agreements    before the regional administrative court of Lazio;           c) veto, duly justified with regard to the concrete    detriment caused to vital national interests, of the adoption of    resolutions regarding dissolution of the Company; transfer of    its business, merger or
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     demerger; transfer of the registered office abroad; change in    the corporate purpose; or modification of the bylaws so as to    abolish or modify the powers specified under the present    Article. The order exercising the power of veto may be    challenged within sixty days by the dissenting shareholders    before the regional administrative court of Lazio;           d) appointment of a Director without the right to vote. In    the event that the Director appointed in this way is terminated    from office, the Minister of the Economy and Finance, in    agreement with the Minister of Productive Activities, will    appoint a substitute.     The power of opposition referred to under a) andb) above shall be exercisable with regard to the casesspecified in section 4, paragraph 228 of Law n. 350 ofDecember 24, 2003. The special powers referred to under a),b), c) and d) above shall be exercisable in accordancewith the criteria specified by the Prime Minister’sdecree of June 10, 2004, which is here applicable in itsentirety.ARTICLE 7     7.1 Each shareholder is entitled to withdraw from theCompany in the cases provided for by the law, except asotherwise provided for by Article 7.2.     7.2 There shall be no right of withdrawal in case of:          a) extension of the term of the Company;           b) introduction, modification or removal of limits on the    circulation of the shares.ARTICLE 8     8.1 The issue of bonds shall be resolved by the Directorsin accordance with the law.**Title IV****Shareholders’ Meetings**ARTICLE 9     9.1 Ordinary and extraordinary Shareholders’ Meetingsshall normally be held in the municipality where theCompany’s registered office is located. The Board ofDirectors may determine otherwise, provided the venue is inItaly.     9.2 An ordinary Shareholders’ Meeting must be calledat least once a year, to approve the financial statements,within one hundred and twenty days after the end of theaccounting period, or within one hundred and eighty days, theCompany being required to prepare the consolidated financialstatements, or in any case whenever required by particular needsregarding the structure and purpose of the Company.ARTICLE 10     10.1 Participation in Shareholders’ Meetings isrestricted to those who deposit their shares at least two daysprior to the date set for a given meeting and do not withdrawthem before the meeting has taken place.ARTICLE 11     11.1 Any shareholder entitled to participate in a meetingmay appoint a representative to act in his behalf according tothe provisions of law by means of a written proxy. In order tofacilitate the collection of proxies from the shareholders whoare employees of the Company and its subsidiaries and members ofshareholder
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associations satisfying the requirements set by the regulationsin force, facilities for communication and for the collection ofproxies shall be made available to the aforesaid associationsaccording to the terms and procedures agreed upon each time withtheir legal representatives.     11.2 Shareholders’ Meetings shall be conductedaccording to a special regulation approved by a resolution of anordinary Shareholders’ Meeting.ARTICLE 12     12.1 Shareholders’ Meetings shall be chaired by theChairman of the Board of Directors or, if it happens that he orshe is not available, by the Deputy Chairman if one has beenappointed, or if both are absent, the meeting shall be chairedby a person designated by the Board, failing which the meetingshall elect its Chairman.     12.2 The Chairman of a Shareholders’ Meeting shall beassisted by a Secretary (who need not be a shareholder)designated by the participants in the meeting, and may appointone or more tellers.ARTICLE 13     13.1 Excepting as provided for by Article 20.2,meetings shall resolve on all matters authorized by law.     13.2 At both ordinary and extraordinary Shareholders’Meetings, whether held on the first, second or third call,resolutions shall be adopted by the majority required by law ineach case.     13.3 The resolutions approved by a Shareholders’Meeting according to the law and these bylaws shall be bindingupon all shareholders, even if they did not attend or votedagainst the resolution.**Title V****Board of Directors**ARTICLE 14     14.1 The Company shall be managed by a Board of Directorscomposed of no fewer than three and no more than nine members,to which may be added a Director appointed pursuant toArticle 6.2, letter d) of these bylaws. AShareholders’ Meeting shall determine their number withinthe aforesaid limits.     14.2 The Board of Directors shall serve for a term of up tothree accounting periods and its members shall be eligible forre-election.     14.3 With the exception of the one who may be appointedunder Article 6.2, d) of these bylaws, the Directorsshall be elected by a Shareholders’ Meeting on the basis ofslates presented by the shareholders and by the outgoing Boardof Directors. Within each slate, the candidates are to benumbered progressively.     In the event the outgoing Board of Directors presents a slate ofits own, the same is to be lodged at the registered office andpublished in at least three Italian daily newspapers withnationwide circulation, including two financial ones, at leasttwenty days before the first meeting date.     The slates presented by the shareholders are to be lodged at theregistered office and published in the same way as indicatedabove at least ten days before the first meeting date.     Each shareholder may present or participate in presenting onlyone slate and each candidate may be presented on only one slateunder pain of ineligibility.     Only those shareholders who, alone or together with othershareholders, represent at least 1% of the shares with votingrights in the Shareholders’ Meeting are entitled to presentslates. In order to prove their right to present slates, atleast five days prior to the first meeting date shareholders areobliged to present
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and/or deliver to the registered office a copy of thedocumentation proving ownership of the number of shares required.     The declarations of the individual candidates, in which theyaccept their candidacies and certify, under their ownresponsibility, the inexistence of any cause of ineligibility orincompatibility, as well as the satisfaction of the requirementsprescribed by applicable law for their respective offices, areto be lodged together with each slate by the respectivedeadlines specified above.     All those entitled to vote may vote for only one slate.     The procedure for electing the Directors is to be as follows:          a) seven-tenths of the Directors to be elected, rounding    down any fraction to the unit, shall be drawn from the slate    that has obtained the most votes cast by the shareholders in the    order in which they are listed on the slate;           b) the remaining Directors shall be drawn from the other    slates; for this purpose, the votes obtained by these slates    shall be divided successively by one, two, three and so forth    according to the number of Directors to be elected. The numbers    obtained in this way shall be attributed to the candidates of    such slates in the order in which they rank in the slate. The    numbers thus attributed to the candidates of the various slates    shall be arranged in decreasing order in a single ranking. The    candidates who have obtained the highest numbers shall become    Directors.           In the event that more than one candidate has obtained the same    number, the candidate of the slate that has not yet elected a    Director or that has elected the fewest Directors shall be    appointed Director.           In the event that no Director has been elected yet from any of    these slates or that the same number of Directors has been    elected from each slate, the candidate of the slate that has    obtained the most votes shall be appointed Director. If there is    a tie in terms of both numbers assigned and votes obtained by    each slate, the entire Shareholders’ Meeting shall vote    again and the candidate who obtains a simple majority of the    votes will be appointed Director;           c) when less than the entire Board of Directors is being    elected, the Shareholders’ Meeting will resolve according    to the majorities provided for by the law, without following the    procedure specified above.     14.4 Even during a Board’s term, a Shareholders’Meeting may change the number of the members of the Board ofDirectors within the limits referred to in 14.1 above andproceed to elect them. The term of the Directors so elected isto end at the same time as that of the Directors in office.     14.5 Should one or more vacancies occur on the Board duringthe accounting period, steps shall be taken in accordance withsection 2386 of the Civil Code, except with regard to theDirector who may be appointed pursuant to Article 6.2,d) of these bylaws. If one or more of the Directors leavingtheir offices vacant were drawn from a slate also containingunelected candidates, they shall be replaced by appointing, inprogressive order, persons drawn from the slate to which theDirector in question belonged, provided that said persons arestill eligible and willing to accept the directorship. In theevent that the majority of the offices of the Directors electedby the shareholders becomes vacant, the entire Board is to bedeemed to have resigned and the Directors still in office mustpromptly call a meeting of the shareholders to elect a new Board.ARTICLE 15     15.1 If a Shareholders’ Meeting has not elected aChairman of the Board, the Board shall elect one of its membersto that position. It may elect a Deputy Chairman, who shallstand in for the Chairman in the event of his or herunavailability. In no case shall the office of Chairman orDeputy Chairman be held by the Director who may be appointedpursuant to Article 6.2, d) of these bylaws.     15.2 Upon the Chairman’s proposal, the Board shallappoint a Secretary, who need not have any connection with theCompany.
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ARTICLE 16     16.1 The Board shall meet at the place designated in thenotice whenever the Chairman or, in case the latter isunavailable, the Deputy Chairman deems necessary. The Board mayalso be convened in the ways provided for in Article 25.5of these bylaws.     The Board of Directors must also be convened when at least twoDirectors — or one if the Board consists of threemembers — so request in writing to resolve on aspecific matter (to be indicated in the aforesaid request)regarding the management of the Company that they consider to beof particular importance.     16.2 Board meetings may also be held by means oftelecommunications provided that all the participants can beidentified and such identification is acknowledged in theminutes of the meeting, and that they are allowed to follow andparticipate in real time in the discussion of the mattersconsidered, exchanging documents if need be; in such case, themeeting of the Board of Directors shall be deemed held in theplace where whoever chairs the meeting is and where theSecretary must also be in order to allow the related minutes tobe drawn up and signed.     16.3 The Board shall normally be called at least five daysbefore the date on which the meeting is to be held. This periodmay be shorter in urgent cases. The Board of Directors shalldecide the procedures for convening its own meetings.ARTICLE 17     17.1 Board meetings shall be chaired by the Chairman or, ifthe latter is absent or detained, by the Deputy Chairman if onehas been appointed. If the latter is also absent, they are to bechaired by the oldest Director entitled to vote.ARTICLE 18     18.1 The quorum for meetings of the Board shall be amajority of the Directors in office who are entitled to vote.     18.2 Resolutions shall be adopted by an absolute majorityof the Directors present who are entitled to vote; in case of atie, the vote of the person chairing the meeting shall bedecisive.ARTICLE 19     19.1 The resolutions of the Board of Directors shall appearin minutes which, signed by whoever chairs the meeting and bythe Secretary, are to be transcribed in a book kept according tothe law for this purpose.     19.2 Copies of the minutes shall be fully certified ifsigned by the Chairman or whoever acts in his or her behalf, andby the Secretary.ARTICLE 20     20.1 Management of the Company is the exclusiveresponsibility of the Directors, who shall carry out the actionsnecessary to achieve the corporate purpose.     20.2 In addition to exercising the powers entrusted to itby the law, the Board of Directors shall have the power to adoptresolutions concerning:          a) mergers and demergers in the cases provided for by the    law;           b) the establishment or elimination of secondary    headquarters;
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          c) which of the Directors shall represent the Company;           d) the reduction of the share capital in case of the    withdrawal of one or more shareholders;           e) the harmonization of the bylaws with provisions of the    law;           f) the transfer of the registered office within Italy.     20.3 The delegated bodies shall promptly report to theBoard of Directors and the Board of StatutoryAuditors — or, absent the delegated bodies, theDirectors shall promptly report to the Board of StatutoryAuditors — at least quarterly, and in any case duringthe meetings of the Board of Directors, on the activity carriedout, the management of the Company in general and the prospectsfor the future, as well as the most important transactionsaffecting the income statement, cash flow and the balance sheet,or in any case that are most important because of their size orcharacteristics carried out by the Company and its subsidiaries;they shall specifically report on transactions in which theyhave an interest themselves or on behalf of third parties orthat are influenced by the entity — if there isone — who directs and coordinates the Company.ARTICLE 21     21.1 Within the limits set forth in section 2381 ofthe Civil Code, the Board of Directors may delegate powers toone of its members, determining the content, the limits and anyprocedures of exercise of the delegation. Upon proposal by theChairman and in agreement with the Chief Executive Officer, theBoard may delegate powers to others among its members for singleacts or classes of acts. No powers or particular offices, evenon a supplementary or temporary basis, may be assigned to theDirector who may be appointed pursuant to Article 6.2,d) of these bylaws.     21.2 Within the limits of the authority conferred on him,the Chief Executive Officer shall have the power to delegatesingle acts or classes of acts to employees of the Company or tothird parties, authorizing sub-delegation.ARTICLE 22     22.1 The legal authority to represent the Company and signdocuments on its behalf is vested in both the Chairman of theBoard of Directors and the Chief Executive Officer and, in theevent that the former is unavailable, the Deputy Chairman if onehas been appointed. The signature of the Deputy Chairman shallattest vis-à-vis third parties the Chairman’sunavailability.     22.2 The above legal representatives may delegate the powerto represent the Company, including in court, to third parties,who may also be authorized to sub-delegate. In no case, evenwith regard to single matters, shall the legal authority torepresent the Company be assigned to the Director who may beappointed pursuant to Article 6.2, d) of these bylaws.ARTICLE 23     23.1 The members of the Board of Directors shall beentitled to compensation in an amount to be determined by ameeting of the shareholders. Once adopted, the resolution shallapply during subsequent accounting periods until aShareholders’ Meeting determines otherwise.     23.2 The compensation of Directors entrusted with specifictasks in accordance with the bylaws shall be established by theBoard of Directors after receiving the opinion of the Board ofStatutory Auditors.
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ARTICLE 24     24.1 The Chairman shall:          a) have the power to represent the Company pursuant to    Article 22.1;           b) preside at meetings of the shareholders pursuant to    Article 12.1;           c) call and preside at meetings of the Board of Directors    pursuant to Articles 16 and 17.1, establish the agenda,    coordinate the proceedings, and see that adequate information on    the matters on the agenda is provided to all the Directors;           d) ascertain that the resolutions of the Board are carried    out.**Title VI****Board of Statutory Auditors**ARTICLE 25     25.1 A Shareholders’ Meeting shall elect the Board ofStatutory Auditors, which is to be composed of three regularmembers, and shall determine their compensation. Two alternatemembers shall also be elected by a Shareholders’ Meeting.     The members of the Board of Statutory Auditors must possess therequisites of professionalism and honorableness specified in theMinistry of Justice’s decree n. 162 of March 30, 2000.For the purposes of the provisions of section 1,paragraph 2, b) and c) of this decree, thefollowing are considered closely connected with the scope of theCompany’s business activities: subjects pertaining tocommercial law and tax law, business economics and businessfinance, as well as subjects and fields of activity pertainingto energy in general, communications, telematics and informationtechnology, and network structures.     In addition to the situations of ineligibility specified by thelaw, those who are regular members of the Board of StatutoryAuditors in five or more companies not controlled by ENEL S.p.a.issuing securities in the regulated markets may not be electedto the Board of Statutory Auditors, and if elected shall bedebarred from office.     25.2 Regular members of the Board of Statutory Auditors andalternate members shall be elected by Shareholders’Meetings on the basis of the slates presented by theshareholders, on which the candidates are to be numberedprogressively.     The procedures of Article 14.3 of these bylaws shall applyto the presentation, lodgment and publication of the slates.     The slates are to be divided into two sections: one for thecandidates for the office of regular auditor and the other forcandidates for the office of alternate auditor. The firstcandidate in each section must be a registered auditor and havepracticed the profession of legal auditor for a period of noless than three years.     Two regular members of the Board of Statutory Auditors and analternate member are to be drawn, in the numerical order inwhich they were listed in each section, from the slate that hasobtained the most votes. The remaining regular member and theremaining alternate are to be elected according to theprocedures specified in Article 14.3, b), to be appliedseparately to each of the sections in which the other slates aredivided.     When less than the entire Board is being elected, theShareholders’ Meeting shall resolve according to themajorities provided for by the law, without following theprocedure specified above, but in any case in such a way as toensure that the composition of the Board of Statutory Auditorsis in accordance with the provisions of section 1,paragraph 1, of the Ministry of Justice’s decree n.162 of March 30, 2000.     In the event that one of the members drawn from the slate thatobtained the most votes is substituted, his or her place shallbe taken by the alternate member drawn from the same slate. Inthe event that the member
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drawn from other slates is substituted, his or her place shallbe taken by the alternate member elected according to theprocedure specified by Article 14.3, b).     The chairmanship of the Board of Statutory Auditors shall fallto the first candidate on the slate that has obtained the mostvotes. In the event the Chairman is substituted, this officeshall be filled by the other regular Auditor drawn from the sameslate.     25.3 Auditors whose term has expired shall be eligible forre-election.     25.4 The meetings of the Board of Statutory Auditors mayalso be held by means of telecommunications provided that allthe participants can be identified and such identification isacknowledged in the minutes of the meeting, and that they areallowed to follow and participate in real time in the discussionof the matters considered, exchanging documents if need be; insuch case, the meeting of the Board of Statutory Auditors shallbe deemed held in the place where whoever chairs the meeting is.     25.5 Upon notice to the Chairman of the Board of Directors,the Board of Statutory Auditors may call a Shareholders’Meeting and a Board of Directors’ meeting. The power ofcalling a meeting may also be exercised by at least two membersof the Board of Statutory Auditors.**Title VII****Financial Statements and Earnings**ARTICLE 26     26.1 The accounting period shall end on December 31 ofevery year.     26.2 At the end of each accounting period, the Board ofDirectors shall draw up the Company’s financial statementsas required by law.     26.3 The Board of Directors is authorized to distributeinterim dividends to shareholders during the course of the year.ARTICLE 27     27.1 Dividends not collected within five years from the daythey become payable shall lapse in favor of the Company and beposted directly to reserves.**Title VIII****Dissolution and Liquidation of the Company**ARTICLE 28     28.1 Should the Company be dissolved, a Shareholders’Meeting is to determine the liquidation procedures and appointone or more liquidators, establishing their powers andcompensation.**Title IX****Transitory and General Rules**ARTICLE 29     29.1 Any matters not expressly provided for herein shall begoverned by the provisions of the Civil Code and applicablestatutes.
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ARTICLE 30     30.1 The Company is to continue to carry out all theactivities that — under legislative decree n. 79 ofMarch 16, 1999, published in the Gazzetta Ufficiale, issue75 of March 31, 1999 — have been temporarilyentrusted to it pending their award to other entities accordingto the provisions of the legislative decree.
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