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Exhibit
4.4
 AMENDED AND RESTATED PROGRAMME AGREEMENT
 
  
 CONFORMED COPY




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CONTENTS
 Clause
    
    
    
    Page1.
    
    Definitions and Interpretation
    
    
    32.
    
    Agreements to Issue and Purchase Notes
    
    
    83.
    
    Conditions of Issue; Updating of Legal Opinions
    
    
    94.
    
    Representations, Warranties and Undertakings
    
    
    135.
    
    Undertakings of the Obligors
    
    
    176.
    
    Indemnity
    
    
    227.
    
    Authority to Distribute Documents
    
    
    238.
    
    Dealers' Undertakings
    
    
    239.
    
    Responsibility for Sales
    
    
    2310.
    
    Fees, Expenses and Stamp Duties
    
    
    2311.
    
    Termination of Appointment of Dealers
    
    
    2412.
    
    Appointment of New Dealers
    
    
    2413.
    
    Increase in the Aggregate Nominal Amount of the Programme
    
    
    2514.
    
    Status of the Arrangers
    
    
    2615.
    
    Counterparts
    
    
    2616.
    
    Communications
    
    
    2617.
    
    Benefit of Agreement
    
    
    2618.
    
    Currency Indemnity
    
    
    2719.
    
    Calculation Agent
    
    
    2720.
    
    Stabilisation
    
    
    2721.
    
    Contracts (Rights of Third Parties) Act 1999
    
    
    2822.
    
    Governing Law and Submission to Jurisdiction
    
    
    28Signatories
    
    
    29
 Appendix
 1.
    
    Initial Documentation List
    
    
    302.
    
    Selling Restrictions
    
    
    333.
    
    Forms of Dealer Accession Letters and Confirmation Letters
    
    
    394.
    
    Letter Regarding Increase in the Nominal Amount of the Programme
    
    
    435.
    
    Form of Subscription Agreement
    
    
    44




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PROGRAMME AGREEMENT
 in respect of a
25,000,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME
  To:
    
    ENEL  Società per azioni (ENEL) andENEL Finance International S.A. (ENEL S.A.)35, boulevard du Prince HenriL-1724 LuxembourgC/o:
    
    ENEL  Società per azioniViale Regina Margherita 13700198 RomeItaly
   WHEREAS:
 1.
    
    The parties hereto (other than Credit Suisse Securities (Europe) Limited, Goldman Sachs
International and Morgan Stanley & Co. International plc) and Banca Caboto s.p.a. entered into
an amended and restated Programme Agreement dated 8 November 2005 (the Original Programme
Agreement) in respect of a 10,000,000,000 Global Medium Term Note Programme (the
Programme).2.
    
    The parties hereto wish to record that from the date hereof Credit Suisse Securities (Europe)
Limited, Goldman Sachs International and Morgan Stanley & Co. International plc shall become
Initial Dealers in respect of the Programme, Banca Caboto s.p.a. shall no longer be an Initial
Dealer in respect of the Programme and the aggregate nominal amount of the Programme shall be
increased from 10,000,000,000 to 25,000,000,000.3.
    
    The parties hereto wish to amend and restate the Original Programme Agreement. Any Notes
issued under the Programme on or after the date hereof (other than any such Notes issued so as
to be consolidated and form a single series with any Notes issued prior to the date hereof)
shall be issued pursuant to this Agreement. This does not affect any Notes issued under the
Programme prior to the date of this Agreement.
 IT IS AGREED
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    In this Agreement:affiliate(unless otherwise stated) has the meaning given to that term by Rule 405 under the
Securities Act;
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Agency Agreementmeans the amended and restated agency agreement dated 4 May 2007 between
ENEL, ENEL S.A., the Principal Paying Agent, the Registrar, the Exchange Agent and the other
Paying Agents and Transfer Agents referred to in it under which, amongst other things, the
Principal Paying Agent is appointed as issuing agent, principal paying agent and agent bank
for the purposes of the Programme;Agreement Datemeans, in respect of any Note, the date on which agreement is reached for the
issue of such Note as contemplated in clause 2 which, in the case of Notes in relation to
which a Subscription Agreement is entered into, shall be the date on which the Subscription
Agreement is signed by or on behalf of all the parties to it except that for the purposes of
the proviso to sub-clause 5.2 (b) only, Agreement Date means the date on which the issue of
Notes is first priced;Agreementsmeans each of this Programme Agreement, the Agency Agreement, the Issuer-ICSDs
Agreements, the Guarantee, the Deeds of Covenant and the Deed Poll;Arrangersmeans Deutsche Bank AG, London Branch and J.P. Morgan Securities Ltd. and any
entity appointed as an arranger for the Programme or in respect of any particular issue of
Notes under the Programme and references in this Agreement to the Arrangersshall be
references to the relevant Arrangers;Bearer Notesmeans those Notes which are issued in bearer form;Closing Bankmeans the closing bank agreed between the relevant Issuer, the Registrar, the
Principal Paying Agent and the relevant Dealer or, as the case may be, the Lead Manager to
which the relevant Dealer or, as the case may be, the Lead Manager shall pay the net
purchase moneys for an issue of Registered Notes;Confirmation Lettermeans:
 (a)
    
    in respect of the appointment of a third party as a Dealer for the duration of
the Programme, the Confirmation Letter substantially in the form set out in Part 2 of
Appendix 3; and(b)
    
    in respect of the appointment of a third party as a Dealer for one or more
particular issues of Notes under the Programme, the Confirmation Letter substantially
in the form set out in Part 4 of Appendix 3;
 CSSFmeans Commission de Surveillance du Secteur Financier;Dealermeans each of the Initial Dealers and any New Dealer and excludes any entity whose
appointment has been terminated pursuant to clause 11, and references in this Agreement to
the relevant Dealershall, in relation to any Note, be references to the Dealer or Dealers
with whom the relevant Issuer has agreed the issue and purchase of such Note;Dealer Accession Lettermeans:
 (a)
    
    in respect of the appointment of a third party as a Dealer for the duration of
the Programme, the Dealer Accession Letter substantially in the form set out in Part 1
of Appendix 3; and(b)
    
    in respect of the appointment of a third party as a Dealer for one or more
particular issues of Notes under the Programme, the Dealer Accession Letter
substantially in the form set out in Part 3 of Appendix 3;
 Deed of Covenantmeans, in relation to each Issuer, the deed of covenant dated 8 November
2005, substantially in the form set out in Schedule 3 to the Agency Agreement, executed as a
deed by such
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Issuer in favour of certain accountholders with DTC, Euroclear, Clearstream, Luxembourg and
any other agreed clearing system and together, the Deeds of Covenant;Deed Pollmeans the deed poll dated 8 November 2005, substantially in the form set out in
Schedule 7 to the Agency Agreement, executed as a deed by the Obligors in favour of the
holders of the Rule 144A Notes or any beneficial interest in them or any prospective
purchasers of them designated by any holder or beneficial owner of the Rule 144A Notes;DTCmeans The Depository Trust Company;Exchange Actmeans the United States Securities Exchange Act of 1934, as amended;Final Termsmeans the final terms issued in relation to each Tranche of Notes (substantially
in the form of Annex 3 to the Procedures Memorandum) and giving details of that Tranche and,
in relation to any particular Tranche of Notes, applicable Final Termsmeans the Final Terms
applicable to that Tranche;FSMAmeans the Financial Services and Markets Act 2000;Guaranteemeans the deed of guarantee dated 8 November 2005 pursuant to which ENEL has
unconditionally and irrevocably guaranteed the due and punctual payment of all amounts due
under the Notes issued by ENEL S.A. and the Deed of Covenant dated 8 November 2005, executed
by ENEL S.A.;IFSRAmeans the Irish Financial Services Regulatory Authority;IFRSmeans International Financial Reporting Standards (formerly International Accounting
Standards) issued by the International Accounting Standards Board (IASB) and interpretations
issued by the International Financial Reporting Interpretations Committee of the IASB (as
amended, supplemented or re-issued from time to time;Initial Dealersmeans each of ABN AMRO Bank N.V., Banca IMI S.p.A., Barclays Bank PLC, BNP
PARIBAS, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited,
Deutsche Bank AG, London Branch, Goldman Sachs International, Lehman Brothers International
(Europe), Mediobanca-Banca di Credito Finanziario S.P.A., Merrill Lynch International, J.P.
Morgan Securities Ltd., Morgan Stanley & Co. International plc and UBS Limited;Initial Documentation Listmeans the lists of documents set out in Appendix 1;Issuer-ICSDs Agreementmeans, in relation to each Issuer, the agreement dated 4 May 2007
between the Issuer, Euroclear and Clearstream, Luxembourg, together the Issuer-ICSDs
Agreements;Investment Company Actmeans the United States Investment Company Act of 1940, as amended;Issuermeans each of ENEL and ENEL S.A. and references in this Agreement to the relevant
Issuershall, in relation to any Tranche of such Notes be construed as references to the
Issuer which is, or is intended to be, the Issuer of such Notes as indicated in the
applicable Final Terms;Lead Managermeans, in relation to any Tranche of Notes, the person named as the Lead
Manager in the applicable Subscription Agreement;
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Listing Agentmeans, in relation to any Notes which are, or are to be, listed on a Stock
Exchange, the listing agent appointed by the relevant Issuer from time to time for the
purposes of liaising with that Stock Exchange;Luxembourgmeans the Grand Duchy of Luxembourg;Moodysmeans Moodys Investors Service Limited;New Dealermeans any entity appointed as an additional Dealer in accordance with clause 12;Notemeans a Note issued or to be issued by an Issuer pursuant to this Agreement, which Note
may be represented by a Global Note or be in definitive form and which may be in either
bearer or registered form including, if in bearer form, any receipts, coupons or talons
relating to it;Obligormeans each of ENEL and ENEL S.A. and together, the Obligors;Offering Circularmeans the Offering Circular prepared in connection with the Programme and
constituting a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
as revised, supplemented or amended from time to time by the Obligors in accordance with
clause 5.2 including any documents which are from time to time incorporated in the Offering
Circular by reference provided that:
 (a)
    
    in relation to each Tranche of Notes the applicable Final Terms shall be deemed
to be included in the Offering Circular; and(b)
    
    for the purpose of clause 4.2 in respect of the Agreement Date and the Issue
Date, the Offering Circular means the Offering Circular as at the Agreement Date but
without prejudice to (a) above not including any subsequent revision, supplement or
amendment to it or incorporation of information in it;
 Principal Paying Agentmeans JPMorgan Chase Bank, N.A. as Principal Paying Agent under the
Agency Agreement and any successor principal paying agent appointed in accordance with the
Agency Agreement;Procedures Memorandummeans the Operating and Administrative Procedures Memorandum dated 4
May 2007 as amended or varied from time to time including, in respect of any Tranche, by
agreement between the relevant Issuer and the relevant Dealer or Lead Manager with the
approval in writing of the Principal Paying Agent and, if applicable, the Registrar;Prospectus Directivemeans Directive 2003/71/EC;Prospectus Regulationmeans Commission Regulation (EC) No 809/2004 implementing the
Prospectus Directive;QIBmeans a qualified institutional buyer as defined in Rule 144A;Registered Notesmeans Notes which are issued in registered form;Registrarmeans JPMorgan Chase Bank, N.A. as Registrar under the Agency Agreement, which
expression shall include any successor or additional registrar appointed in accordance with
the Agency Agreement;Regulation Smeans Regulation S under the Securities Act;
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Regulation S Notesmeans Notes which are sold initially outside the United States or to
non-U.S. persons in reliance on Regulation S under the Securities Act;Relevant Partymeans the Arrangers, each Dealer, each of their respective affiliates and
each person who controls them (within the meaning of section 15 of the Securities Act or
section 20 of the Exchange Act) and each of their respective directors, officers, employees
and agents;Rule 144Ameans Rule 144A under the Securities Act;Rule 144A Notesmeans Registered Notes which are either beneficially owned by a QIB or where
the prospective purchaser is a QIB (or a person purchasing on behalf of a QIB) Registered
Notes purchased in reliance on Rule 144A;Securities Actmeans the United States Securities Act of 1933, as amended;Standard & Poorsmeans Standard & Poors Ratings Services, a division of The McGraw-Hill
Companies Inc.;Stock Exchangemeans the Irish Stock Exchange Limited (the Irish Stock Exchange) or any
other stock exchange on which any Notes may from time to time be listed or admitted to
trading, and references in this Agreement to the relevant Stock Exchangeshall, in relation
to any Notes, be references to the stock exchange or stock exchanges on which the Notes are
from time to time, or are intended to be, listed or admitted to trading; andSubscription Agreementmeans an agreement supplemental to this Agreement (by whatever name
called) in or substantially in the form set out in Appendix 5 or in such other form as may
be agreed between the relevant Issuer, ENEL (if not the relevant Issuer) and the Lead
Manager or one or more Dealers (as the case may be).
 1.2
    
    (a)
    
    In this Agreement, unless the contrary intention appears, a reference to:
 (i)
    
    an amendmentincludes a supplement, restatement or novation and
amendedis to be construed accordingly;(ii)
    
    a personincludes any individual, company, unincorporated
association, government, state agency, international organisation or other
entity;(iii)
    
    a provision of a law is a reference to that provision as
extended, amended or re-enacted;(iv)
    
    a clause or schedule is a reference to a clause of or a schedule
to this Agreement;(v)
    
    a person includes its successors and assigns;(vi)
    
    a document is a reference to that document as amended from time
to time; and(vii)
    
    a time of day is a reference to London time;
 (b)
    
    the headings in this Agreement do not affect its interpretation;(c)
    
    terms defined in the Agency Agreement, the Conditions and/or the applicable
Final Terms and not otherwise defined in this Agreement shall have the same meanings in
this Agreement, except where the context otherwise requires;
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(d)
    
    all references in this Agreement to Euroclear and/or Clearstream, Luxembourg
and/or DTC shall, wherever the context so permits, be deemed to include reference to
any additional or alternative clearing system approved by the relevant Issuer, the
Principal Paying Agent and, as applicable, the Registrar;(e)
    
    as used herein, in relation to any Notes which are to have a listing or to be
listed (i) on the Irish Stock Exchange, listingand listedshall be construed to mean
that such Notes have been admitted to the Official List of the Irish Stock Exchange and
to trading on its regulated market and (ii) on any other Stock Exchange in a
jurisdiction within the European Economic Area, listingand listedshall be construed
to mean that the Notes have been admitted to trading on a market within that
jurisdiction which is a regulated market for the purposes of the Investment Services
Directive (Directive 93/22/EEC); and(f)
    
    references in this Agreement to a Directive include any relevant implementing
measure of each Member State of the European Economic Area which has implemented such
Directive.
 2.
    
    AGREEMENTS TO ISSUE AND PURCHASE NOTES2.1
    
    Subject to the terms and conditions of this Agreement, each Issuer may from time to time
agree with any Dealer to issue, and any Dealer may agree to purchase, Notes.2.2
    
    Unless otherwise agreed between the parties, on each occasion on which an Issuer and any
Dealer agree on the terms of the issue by such Issuer and purchase by the Dealer of one or
more Notes:
 (a)
    
    the relevant Issuer shall cause the Notes which, in the case of Bearer Notes,
shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer
Global Note and, in the case of Registered Notes, shall be initially represented by a
Regulation S Global Note and/or a Rule 144A Global Note, as indicated in the applicable
Final Terms, to be issued and delivered on the agreed Issue Date:
 (i)
    
    in the case of a Temporary Bearer Global Note or a Permanent
Bearer Global Note, to (i) if the Notes are CGNs a common depositary or (ii) if
the Notes are NGNs, a common safekeeper in each case for Euroclear and
Clearstream, Luxembourg; and(ii)
    
    in the case of a Regulation S Global Note in registered form or a
Rule 144A Global Note, to a custodian for DTC unless otherwise agreed between
the relevant Issuer, the Principal Paying Agent and the Registrar;
 (b)
    
    the securities account of the relevant Dealer (in the case of Notes issued on a
syndicated basis) or the Principal Paying Agent (in the case of Notes issued on a
non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg and/or DTC (as
specified by the relevant Dealer) will be credited with the Notes on the agreed Issue
Date, as described in the Procedures Memorandum; and(c)
    
    the relevant Dealer or, as the case may be, the Lead Manager shall, subject to
the Notes being so credited, cause the net purchase moneys for the Notes to be paid in
the relevant currency by transfer of funds to the designated account of:
 (i)
    
    the Principal Paying Agent (in the case of Bearer Notes issued on
a non-syndicated basis) or the designated account of the relevant Issuer with
Euroclear and/or Clearstream, Luxembourg (in the case of Bearer Notes issued on
a syndicated basis); or(ii)
    
    in the case of Registered Notes, the Closing Bank,
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so that the payment is credited to that account for value on the relevant Issue Date, as
described in the Procedures Memorandum.2.3
    
    Unless otherwise agreed between the relevant Issuer and the relevant Dealer, where more than
one Dealer has agreed with the relevant Issuer to purchase a particular Tranche of Notes under
this clause, the obligations of those Dealers shall be joint and several.2.4
    
    Where the relevant Issuer agrees with two or more Dealers to issue, and those Dealers agree
to purchase, Notes on a syndicated basis, the relevant Issuer and ENEL (if not the relevant
Issuer) shall enter into a Subscription Agreement with those Dealers. The relevant Issuer and
ENEL (if not the relevant Issuer) may also enter into a Subscription Agreement with one Dealer
only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be
the date on which the Subscription Agreement is signed by or on behalf of all the parties to
it.2.5
    
    The procedures which the parties intend should apply for the purposes of issues to be closed
on a non-syndicated basis are set out in Annex 1, Part 1 (in the case of Bearer Notes) and
Part 2 (in the case of Registered Notes) of the Procedures Memorandum. The procedures which
the parties intend should apply for the purposes of issues to be closed on a syndicated basis
are set out in Annex 1, Part 3 (in the case of Bearer Notes) and Part 4 (in the case of
Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of
any issue by agreement between the parties to that issue.2.6
    
    Each of the Obligors and the Dealers acknowledges that any issue of Notes denominated in a
currency in respect of which particular laws, guidelines, regulations, restrictions or
reporting requirements apply may only be issued in circumstances which comply with those laws,
guidelines, regulations, restrictions or reporting requirements from time to time.2.7
    
    Each Dealer acknowledges that the relevant Issuer may sell Notes issued under the Programme
to any institution which has not become a Dealer pursuant to clause 12. The relevant Issuer
undertakes to each of the Dealers that it will, in relation to any such sales, comply with the
restrictions and agreements set out in Appendix 2 as if it were a Dealer.3.
    
    CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS3.1
    
    First issueBefore an Issuer reaches its first agreement with any Dealer for the issue and purchase of
Notes under this Agreement, each Dealer shall have received, and found satisfactory (in its
reasonable opinion), all of the documents and confirmations described in Part 1 of the
Initial Documentation List. Any Dealer must notify the Arrangers and ENEL within seven
London business days of receipt of the documents and confirmations described in Part 1 of
the Initial Documentation List if in its reasonable opinion it considers any document or
confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be
deemed to consider the documents and confirmations to be satisfactory.3.2
    
    Each IssueWhere an agreement has been made pursuant to clause 2 to issue and purchase Notes, prior to
the Agreement Date for such Notes, ENEL shall provide to the relevant Dealer or the Lead
Manager, as the case may be, a copy of the resolution of the Board of Directors of the
relevant Issuer authorising the issue of such Notes and, where ENEL is the relevant Issuer,
a resolution of the shareholders of ENEL authorising the issue of such Notes, in each case
with a certified English translation thereof.
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The copies of such resolutions shall be certified on behalf of ENEL as being true and
correct copies and of their being in full force and effect, not having been revoked or
amended since the respective dates they were passed.The production of such certified copy resolutions, and where applicable, certified English
translations of them, shall be a further condition precedent to those set out in clause 3.1
and 3.2 above, together with delivery of a legal opinion from legal advisers (approved by
the Dealer(s)) in Italy and Luxembourg (where the relevant Issuer is ENEL S.A.), in such
form and with such content as the Dealers may reasonably require, in respect of the due
authorisation by the relevant Issuer and ENEL (if not the relevant Issuer) of the issue of
such Notes.The obligations of a Dealer under any agreement for the issue and purchase of Notes made
under clause 2 are conditional on:
 (a)
    
    there having been, as at the proposed Issue Date, no material adverse change or
any development involving a prospective material adverse change from that set forth in
the Offering Circular as at the relevant Agreement Date in the condition (financial or
otherwise) of the relevant Issuer or ENEL (if not the relevant Issuer) or ENEL and its
consolidated subsidiaries taken as a whole nor the occurrence of any event making
untrue or incorrect any of the representations and warranties contained in clause 4;(b)
    
    there being no outstanding breach of any of the obligations of either Obligor
under this Agreement, the Agency Agreement, either Deed of Covenant, the Deed Poll, the
Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or
prior to the proposed Issue Date;(c)
    
    subject to clause 13, the aggregate nominal amount (or, in the case of Notes
denominated in a currency other than euro, the euro equivalent (determined as provided
in clause 3.6) of the aggregate nominal amount) of the Notes to be issued, when added
to the aggregate nominal amount (or, in the case of Notes denominated in a currency
other than euro, the euro equivalent (as so determined) of the aggregate nominal
amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed
Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not
exceeding 25,000,000,000;(d)
    
    in the case of Notes which are intended to be listed, the relevant authority or
authorities having agreed to list the Notes, subject only to the issue of the relevant
Notes;(e)
    
    no meeting of the holders of Notes (or any of them) having been duly convened
but not yet held or, if held but adjourned, the adjourned meeting having not been held
and neither Obligor being aware of any circumstances which are likely to lead to the
convening of such a meeting;(f)
    
    there having been, between the Agreement Date and the Issue Date for the Notes,
in the opinion of the relevant Dealer, no such change in national or international
financial, political or economic conditions or currency exchange rates or exchange
controls as would, in the opinion of the relevant Dealer, be likely to either (i)
prejudice materially the sale by the Dealer of the Notes proposed to be issued or where
relevant, the dealing in such Notes in the secondary market or (ii) materially change
the circumstances prevailing at the Agreement Date;(g)
    
    there being in full force and effect all governmental or regulatory
resolutions, approvals or consents required for the relevant Issuer to issue the Notes
and ENEL (if not the relevant Issuer) to guarantee the Notes pursuant to the terms of
the Guarantee on the proposed Issue Date and for the relevant Issuer and ENEL (if not
the relevant Issuer) to fulfil their
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respective obligations under the Notes and the Guarantee and ENEL having delivered to
the relevant Dealer certified copies of those resolutions, approvals or consents and,
where applicable, certified English translations of them;(h)
    
    there having been, between the Agreement Date and the Issue Date, no
downgrading in the rating of any debt of either Obligor by Standard & Poors or Moodys
or the placing on Creditwatchwith negative implications or similar publication of
formal review by the relevant rating agency;(i)
    
    the forms of the Final Terms, the applicable Global Notes, Notes in definitive
form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant
Tranche and the relevant settlement procedures having been agreed by the relevant
Issuer, the relevant Dealer and the Principal Paying Agent and, if applicable, the
Registrar;(j)
    
    the relevant currency being accepted for settlement by Euroclear and
Clearstream, Luxembourg and, where relevant, DTC;(k)
    
    in the case of Notes being sold pursuant to and in reliance on Rule 144A, the
Notes being eligible for clearance and settlement through DTC and being designated
PORTAL-eligible securities in accordance with the rules and regulations of the National
Association of Securities Dealers, Inc.;(l)
    
    the delivery to the Registrar as custodian of the Regulation S Global Note
and/or the Rule 144A Global Note representing the relevant Registered Notes and the
delivery to the common depositary or, as the case may be, the common safekeeper of the
Temporary Bearer Global Note and/or the Permanent Bearer Global Note representing the
relevant Bearer Notes, in each case as provided in the Agency Agreement;(m)
    
    any calculations or determinations which are required by the relevant
Conditions to have been made prior to the Issue Date having been duly made;(n)
    
    in the case of Notes which are intended to be listed on a European Economic
Area Stock Exchange or offered to the public in a European Economic Area Member State
in circumstances which require the publication of a prospectus under the Prospectus
Directive:
 (i)
    
    the denomination of the Notes being 1,000 (or its equivalent
in any other currency) or more;(ii)
    
    either (A) there being no significant new factor, material
mistake or inaccuracy relating to the information included in the Offering
Circular which is capable of affecting the assessment of the Notes or (B) if
there is such a significant new factor, material mistake or inaccuracy, a
supplement to the Offering Circular having been published in accordance with the
Prospectus Directive pursuant to clause 5.2;(iii)
    
    the Offering Circular having been approved as a base prospectus
by the IFSRA and the applicable Final Terms having been published in accordance
with the Prospectus Directive; and
 (o)
    
    in the case of Notes which are intended to be listed on a European Economic
Area Stock Exchange (other than the Irish Stock Exchange) or offered to the public in a
European Economic Area Member State (other than Ireland) in circumstances which require
the publication of a prospectus under the Prospectus Directive, the competent authority
of each relevant European Economic Area Member State having been notified in accordance
with
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the procedures set out in Articles 17 and 18 of the Prospectus Directive and all
requirements under those Articles having been satisfied.
 In the event that any of the above conditions is not satisfied, the relevant Dealer shall be
entitled (but not bound) by notice to the relevant Issuer and ENEL (if not the relevant
Issuer) to be released and discharged from its obligations under the agreement reached under
clause 2.3.3
    
    In addition to the conditions precedent set out in clauses 3.1 and 3.2 above, if so required
by the relevant Dealer, the obligations of the relevant Dealer under any agreement for the
issue and purchase of Notes made pursuant to clause 2, some or all of which are being sold to
QIBs in reliance upon Rule 144A, will be conditional on the delivery to the relevant Dealer of
any legal opinions, comfort letters, officers certificates and other documents required by
counsel to the relevant Dealer in order to give its legal opinion.In the event that the above condition is not satisfied, the relevant Dealer shall be
entitled (but not bound) by notice to the relevant Issuer to be released and discharged from
its obligations under the agreement reached under clause 2.3.4
    
    WaiverSubject to the discretion of the Lead Manager as provided in a Subscription Agreement, any
Dealer, on behalf of itself only, may by notice in writing to the relevant Issuer waive any
of the conditions precedent contained in clause 3.2 (save for the conditions precedent
contained in clause 3.2(c), (n), (iii) and (p)) in so far as they relate to an issue of
Notes to that Dealer.3.5
    
    Updating of legal opinionsOn each occasion when the Offering Circular is updated or amended pursuant to subclause
5.2(a), the Obligors will procure that further legal opinions, in such form and with such
content as the Dealers may reasonably require, are delivered, at the expense of the
Obligors, to the Dealers from legal advisers (approved by the Dealers) in Luxembourg, Italy
and England.In addition, on such other occasions as a Dealer so requests ENEL (on the basis of
reasonable grounds which shall include, without limitation, the publication of a supplement
to the Offering Circular in accordance with Article 16 of the Prospectus Directive), ENEL
will procure that a further legal opinion or further legal opinions, as the case may be, in
such form and with such content as such Dealer(s) may reasonably require, is or are
delivered, at the expense of ENEL, to such Dealer(s) from legal advisers (approved by the
Dealer(s)) in Luxembourg, Italy and/or England, as the case may be. If at or prior to the
time of any agreement to issue and purchase Notes under clause 2 such a request is made with
respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the
relevant Dealer in a form satisfactory to the relevant Dealer shall be a further condition
precedent to the issue of those Notes to that Dealer.3.6
    
    Determination of amounts outstandingFor the purposes of subclause 3.2(c):
 (a)
    
    the euro equivalent of Notes denominated in another Specified Currency shall be
determined, at the discretion of the relevant Issuer, either as of the Agreement Date
for those Notes or on the preceding day on which commercial banks and foreign exchange
markets are open for general business in London, in each case on the basis of the spot
rate for the sale of the euro against the purchase of that Specified Currency in the
London foreign exchange market quoted by any leading international bank selected by the
relevant Issuer on the relevant day of calculation;
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(b)
    
    the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid
Notes shall be calculated in the manner specified above by reference to the original
nominal amount on issue of those Notes (in the case of Partly Paid Notes regardless of
the amount of the subscription price paid); and(c)
    
    the euro equivalent of Zero Coupon Notes and other Notes issued at a discount
or a premium shall be calculated in the manner set out above by reference to the net
proceeds received by the relevant Issuer for the relevant issue.
 4.
    
    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS4.1
    
    As at the date of this Agreement, ENEL S.A. (as regards matters concerning itself and Notes
issued by it) and ENEL (as regards all matters and all Notes) represents, warrants and
undertakes to the Dealers and each of them as follows:
 (a)
    
    (i)
    
    that:
 (A)
    
    the most recently published audited consolidated
financial statements of ENEL included in the Offering Circular (the ENEL
audited accounts); and(B)
    
    the most recently published unaudited interim
consolidated financial statements of ENEL,
 were prepared in accordance with the requirements of law and with IFRS
consistently applied and that they give a true and fair view of (i) the
consolidated financial condition of ENEL as at the date to which they were
prepared (the ENEL relevant date) and (ii) the consolidated results of
operations of ENEL for the financial period ended on the relevant date and
that there has been no material adverse change or any development involving a
prospective material adverse change in the consolidated condition (financial
or otherwise) of ENEL since the date of the last audited accounts, except as
disclosed in the Offering Circular;(ii)
    
    that:
 (A)
    
    the most recently published audited
non-consolidated financial statements of ENEL S.A., included in the
Offering Circular (if any) (the ENEL S.A. audited accounts); and(B)
    
    the most recently published unaudited interim
non-consolidated financial statements of ENEL S.A.,
 were prepared in accordance with the requirements of the Prospectus
Regulation and that they give a true and fair view of (i) the
non-consolidated financial condition of ENEL S.A. as at the date to which
they were prepared (the ENEL S.A. relevant date) and (ii) the
non-consolidated results of operations of ENEL S.A., for the financial period
ended on the ENEL S.A. relevant date and that there has been no material
adverse change or any development involving a prospective material adverse
change in the non-consolidated condition (financial or otherwise) of ENEL
S.A. since the date of the last ENEL S.A. audited accounts, except as
disclosed in the Offering Circular.
 (b)
    
    that (i) the Offering Circular contains all material information with respect
to the Obligors and the Notes to be issued under this Agreement, (ii) the Offering
Circular does not contain an untrue statement of material fact or omit to state a
material fact that is necessary in order
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to make the statements made in the Offering Circular, in the light of the
circumstances under which they were made, not misleading and there is no other fact
or matter omitted from the Offering Circular which was or is necessary to enable
investors and their professional advisers to make an informed assessment of the
assets and liabilities, financial position, profits and losses and prospects of the
Obligors and of the rights attaching to the Notes, (iii) the statements of intention,
opinion, belief or expectation contained in the Offering Circular are honestly and
reasonably made or held and (iv) all reasonable enquiries have been made to ascertain
such facts and to verify the accuracy of all such statements;(c)
    
    that the Offering Circular contains all the information required by Italian law
and regulations, in the case of ENEL, and Luxembourg law and regulations, in the case
of ENEL S.A., and otherwise complies with such law and regulations to the extent
applicable to the Programme and has been published in accordance with the Prospectus
Directive and the national law implementing the Prospectus Directive;(d)
    
    that each Obligor has been duly incorporated and is validly existing in good
standing under the laws of its jurisdiction of incorporation (and the laws of any other
jurisdiction in which it carries on business) with full power and authority to own,
lease and operate its properties and conduct its business as described in the Offering
Circular and, to execute and perform its obligations under the Agreements to which it
is a party;(e)
    
    that, in relation to each Obligor, the execution and delivery of the Agreements
to which it is a party by such Obligor have been duly authorised by such Obligor and,
in the case of Notes where such Obligor is the relevant Issuer, upon due execution,
issue and delivery in accordance with the Agency Agreement, will constitute, and, in
the case of the Agreements to which it is a party, constitute, legal, valid and binding
obligations of such Obligor enforceable in accordance with their respective terms
subject to the laws of bankruptcy (including, without limitation, in relation to ENEL
S.A., bankruptcy (faillite), insolvency, its voluntary or judicial liquidation
(liquidation volontaire ou judiciaire), composition with creditors (concordat préventif
de faillite), reprieve from payment (sursis de paiement), controlled management
(gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with
creditors, reorganisation or similar laws affecting the rights of creditors generally)
and other laws affecting the rights of creditors generally;(f)
    
    that, in relation to each Obligor, the execution and delivery of the Agreements
to which it is a party, the issue, offering and distribution of Notes where such
Obligor is the relevant Issuer and the performance of the terms of any Notes where it
is the relevant Issuer and the Agreements to which it is a party will not infringe any
law, regulation, order, rule, decree or statute applicable to such Obligor or to which
its property may be subject and are not contrary to the provisions of the by-laws of
such Obligor and will not result in any breach of the terms of, or constitute a default
under, any instrument, agreement or order to which such Obligor is a party or by which
such Obligor or its property is bound;(g)
    
    that no Event of Default or event which with the giving of notice or lapse of
time or other condition might constitute an Event of Default is subsisting in relation
to any outstanding Note and no event has occurred which might constitute (after an
issue of Notes) an Event of Default thereunder or which with the giving of notice or
lapse of time or other condition might (after an issue of Notes) constitute such an
Event of Default;(h)
    
    that no Obligor (i) is in breach of the terms of, or in default under, any
instrument, agreement or order to which it is a party or by which it or its property is
bound and no event has occurred which with the giving of notice or lapse of time or
other condition would constitute a default under any such instrument, agreement or
order; (ii) is engaged (whether as defendant or otherwise) in, nor has any Obligor
knowledge of the existence of, or any
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threat of, any legal, arbitration, administrative or other proceedings the result of
which might relate to claims or amounts which might be material in the context of the
Programme and/or the issue and offering of Notes under the Programme or which might
have or have had a material adverse effect on the consolidated or non-consolidated
financial condition, results of operations or business of any Obligor and (iii) has
taken any action nor, to the best of its knowledge or belief having made all
reasonable enquiries, have any steps been taken or legal proceedings commenced for
the winding up or dissolution of either Obligor;(i)
    
    that (i) all required consents, approvals, authorisations, orders, filings,
registrations or qualifications of or with any court or governmental authority have
been given, fulfilled or done and (ii) no other action or thing (including, without
limitation, the payment of any stamp or other similar tax or duty) is required to be
taken, fulfilled or done by any Obligor for or in connection with (i) the execution,
issue and offering of Notes under the Programme and compliance by such Obligor with the
terms of any Notes issued under the Programme or (ii) the execution and delivery of,
and compliance with the terms of, the Agreements to which such Obligor is a party;(j)
    
    that, in relation to each Obligor, all corporate approvals and authorisations
required by such Obligor for or in connection with (i) the execution, issue and
offering of an issue of Notes under the Programme and compliance by such Obligor with
the terms of any Notes issued by it under the Programme will be obtained prior to such
issue and (ii) the execution and delivery of, and compliance with the terms of, the
Agreements to which such Obligor is a party have been obtained and are in full force
and effect;(k)
    
    that it is not necessary under the laws of Italy or Luxembourg that any
Noteholder, Dealer or Agent should be licensed, qualified or otherwise entitled to
carry on business in Italy or Luxembourg (i) to enable any of them to enforce their
respective rights under the Notes or the Agreements or (ii) solely by reason of the
execution, delivery or performance of the Agreements or the Notes;(l)
    
    that, except as set forth in the Offering Circular, all payments of principal,
premium (if any), interest and other amounts in respect of the Notes made to holders of
the Notes who are non-residents of Italy in the case of ENEL or Luxembourg in the case
of ENEL S.A. will be made without withholding for or deduction of any taxes or duties
imposed or levied by or on behalf of any such country or any political subdivision or
any authority thereof or therein having the power to tax;(m)
    
    that (i) all Notes will, upon issue, constitute direct, unconditional and
(subject to the provisions of Condition 4) unsecured and unsubordinated obligations of
the relevant Issuer and rank pari passuwithout any preference among themselves and at
least equally with all other outstanding unsecured and unsubordinated obligations of
the relevant Issuer, present and future, other than obligations, if any, that are
mandatorily preferred by statute or by operation of law and (ii) the obligations of
ENEL under the Guarantee constitute direct, unconditional and (subject to the
provisions of Condition 4) unsecured and unsubordinated obligations of ENEL and rank at
least equally with all other outstanding unsecured and unsubordinated obligations of
ENEL, present and future, other than obligations, if any, that are mandatorily
preferred by statute or by operation of law;(n)
    
    that in relation to each Tranche of Notes for which any Dealer is named as a
Stabilising Manager in the applicable Final Terms, it has not issued and will not
issue, without the prior consent of any such Dealer, any press or other public
announcement referring to the proposed issue of Notes unless the announcement
adequately discloses that stabilising action may take place in relation to the Notes to
be issued and the relevant Issuer authorises such
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Dealer to make all appropriate disclosure in relation to stabilisation instead of the
relevant Issuer, unless otherwise agreed between the relevant Issuer and the Dealer;(o)
    
    that any translation prepared by either Obligor of the summary contained in the
Offering Circular as required by Article 18 of the Prospectus Directive is accurate in
all material respects;(p)
    
    that no Obligor will use the proceeds from the sale of the Notes in a manner
which could violate or result in a violation of Section 7 of the Exchange Act or any
regulation promulgated thereunder, including, without limitation, Regulations G, T, U
and X of the Board of Governors of the Federal Reserve System;(q)
    
    that none of the Obligors, any of their affiliates and any persons acting on
any of their behalf has taken or will take, directly or indirectly, any action designed
to cause or to result in, or that has constituted or which might reasonably be expected
to cause or result in, the stabilisation in violation of applicable laws or
manipulation of the price of any debt security of any Obligor to facilitate the sale or
resale of any Notes;(r)
    
    that none of the Obligors, any of their affiliates and any persons acting on
any of their behalf has engaged or will engage in any directed selling efforts (as
defined in Rule 902(c) under the Securities Act) with respect to the Notes and each of
the foregoing persons has complied and will comply with the offering restrictions
requirement of Regulation S under the Securities Act;(s)
    
    that the Notes have not been and will not be registered under the Securities
Act and have not been registered or qualified under any state securities or Blue Sky
laws of the states of the United States and, accordingly, each Obligor acknowledges
that the Notes may not be offered or sold within the United States or to or for the
account or benefit of U.S. persons except in accordance with Regulation S or pursuant
to an exemption from the registration requirements of the Securities Act (terms used in
this paragraph have the meaning given to them by Regulation S);(t)
    
    that none of the Obligors, any of their affiliates and any persons acting on
any of their behalf has engaged or will engage in any form of general solicitation or
general advertising (as those terms are used in Rule 502(c) of Regulation D under the
Securities Act) in connection with any offer or sale of Notes in the United States;(u)
    
    that, as of its Issue Date, no Note will be, and no securities of the same
class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act) as that Note
will be, (i) listed on a national securities exchange in the United States which is
registered under section 6 of the Exchange Act or (ii) quoted in any automated
inter-dealer quotation system (as that term is used in the rules under the Exchange
Act) in the United States;(v)
    
    that the Notes and the Agreements conform in all material respects to the
descriptions of them contained in the Offering Circular and it is not necessary in
connection with the Programme to qualify an indenture in respect of the Notes under the
United States Trust Indenture Act of 1939;(w)
    
    that the Notes will be offered, sold or resold by either Obligor in the United
States pursuant to private transactions to qualified institutional buyers within the
meaning of Rule 144A in transactions that will meet the eligibility requirements under
Rule 144A;(x)
    
    that neither Obligor is now, nor will it be as a result of the sale of any
Notes, an investment company, or a company controlled by an investment company
registered or required to
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be registered under the Investment Company Act (as such terms are used in the
Investment Company Act); and(y)
    
    that none of the Obligors, any of their affiliates and any persons acting on
any of their behalf has made or will make offers or sales of any securities under
circumstances that would require the registration of any of the Notes under the
Securities Act.
 4.2
    
    With regard to each issue of Notes, the relevant Issuer and ENEL (if not the relevant Issuer)
shall be deemed to repeat the representations, warranties and undertakings contained in clause
4.1 as at the Agreement Date for such Notes (any agreement on such Agreement Date being deemed
to have been made on the basis of, and in reliance on, those representations, warranties and
undertakings) and as at the Issue Date of such Notes.4.3
    
    The Obligors shall be deemed to repeat the representations, warranties and undertakings
contained in clause 4.1 on each date on which the Offering Circular is revised, supplemented
or amended and on each date on which the aggregate nominal amount of the Programme is
increased in accordance with clause 13.4.4
    
    The representations, warranties and undertakings contained in this clause shall continue in
full force and effect notwithstanding the actual or constructive knowledge of any Dealer with
respect to any of the matters referred to in the representations, warranties and undertakings
set out above, any investigation by or on behalf of the Dealers or completion of the
subscription and issue of any Notes.5.
    
    UNDERTAKINGS OF THE OBLIGORS5.1
    
    Notification of material developments(a)
    
    Each Obligor shall promptly after becoming aware of the occurrence thereof notify each Dealer
of:
 (i)
    
    (A) any Event of Default or any condition, event or act which would after an
issue of Notes (or would with the giving of notice and/or the lapse of time) constitute
an Event of Default or (B) any breach of its representations, warranties or
undertakings contained in the Agreements to which it is a party; and(ii)
    
    any development affecting either Obligor or any of its business which is
material in the context of the Programme or any issue of Notes.
 (b)
    
    If, following the Agreement Date and before the Issue Date of the relevant Notes, either
Obligor becomes aware that any of the conditions specified in clause 3.2 and, if applicable,
clause 3.3 will not be satisfied in relation to that issue, such Obligor shall forthwith
notify the relevant Dealer to this effect giving full details thereof. In such circumstances,
the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be
released and discharged from its obligations under the agreement reached under clause 2.(c)
    
    Without prejudice to the generality of this clause 5.1, each Obligor shall from time to time
promptly furnish to each Dealer any information relating to such Obligor which the Dealer may
reasonably request.5.2
    
    Updating of Offering Circular(a)
    
    On or before each anniversary of the date of this Agreement, the Obligors shall update or
amend the Offering Circular (following consultation with the Arrangers who will consult with
the Dealers) by the publication in accordance with the Prospectus Directive and the national
law implementing the
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Prospectus Directive of a supplement to it or a new Offering Circular, in each case in a
form approved by the Dealers.(b)
    
    Subject as set out in the proviso below, in the event of (i) a significant new factor,
material mistake or inaccuracy relating to the information included in the Offering Circular
which is capable of affecting the assessment of the Notes arising or being noted, (ii) a
change in the condition of any Obligor which is material in the context of the Programme or
the issue of any Notes or (iii) the Offering Circular otherwise coming to contain an untrue
statement of a material fact or omitting to state a material fact necessary to make the
statements contained therein not misleading or if it is necessary at any time to amend the
Offering Circular to comply with, or reflect changes in, the laws or regulations of Italy or
Luxembourg or any other relevant jurisdiction of the Obligors, the Obligors shall update or
amend the Offering Circular (following consultation with the Arrangers who will consult with
the Dealers and the relevant Dealer (if any)) by the publication in accordance with the
Prospectus Directive of a supplement to it or a new Offering Circular, in each case in a form
approved by the Dealers provided that the Obligors undertake that in the period from and
including an Agreement Date to and including the related Issue Date of any issue of Notes,
they will only prepare and publish a supplement to, or replacement of, the Offering Circular
if it is required, or have reasonable grounds to believe that it is required, to do so in
order to comply with Article 16 of the Prospectus Directive and, in such circumstances, such
supplement to, or replacement of, the Offering Circular shall, solely as between the Obligors
and the relevant Dealer and solely for the purposes of Article 16 of the Prospectus Directive
and subclause 3.2(a), be deemed to have been prepared and published so as to comply with the
requirements of Article 16 of the Prospectus Directive.(c)
    
    Upon any new supplement or replacement Offering Circular being prepared and published as
provided above, the Obligors shall promptly without cost to the Dealers supply to each Dealer
such number of copies of such supplement or replacement Offering Circular as each Dealer may
reasonably request. Until each Dealer receives such supplement or replacement Offering
Circular as the case may be, the definition of Offering Circularin clause 1.1 shall, mean the
Offering Circular prior to the receipt by such Dealer of such supplement or replacement
Offering Circular as the case may be.(d)
    
    If the terms of the Programme are modified or amended in a manner which would make the
Offering Circular inaccurate or misleading, a new Offering Circular will be prepared and
published in accordance with the Prospectus Directive by the Obligors in a form approved by
the Dealers.5.3
    
    Listing and public offersEach of the Obligors
 (a)
    
    in the case of Notes which are intended to be listed on the Irish Stock
Exchange shall cause an initial application to be made for Notes issued under the
Programme to be listed on the Irish Stock Exchange; and(b)
    
    in the case of Notes which are intended to be listed on the Irish Stock
Exchange or offered to the public in a European Economic Area Member State in
circumstances which require the publication of a prospectus under the Prospectus
Directive confirms that the Offering Circular has been approved as a base prospectus by
the IFSRA and that it and the applicable Final Terms have been published in accordance
with the Prospectus Directive.
 If in relation to any issue of Notes, it is agreed between the relevant Issuer and the
relevant Dealer or the Lead Manager, as the case may be, to list the Notes on a Stock
Exchange, the relevant Issuer and ENEL (if not the relevant Issuer) undertakes to use its
best endeavours to obtain and maintain the listing of the Notes on that Stock Exchange. If
any Notes cease to be listed on the relevant Stock
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Exchange, each of the relevant Issuer and ENEL (if not the relevant Issuer) shall use its
best endeavours promptly to list the Notes on a stock exchange to be agreed between the
relevant Issuer and the relevant Dealer or, as the case may be, the Lead Manager. For the
avoidance of doubt, where the relevant Issuer has obtained the listing of Notes on a
regulated market in the European Economic Area, the undertaking extends to maintaining that
listing or, if this is not possible, to using its best endeavours promptly to obtain listing
of the relevant Notes on another European Economic Area regulated market.Each of the Obligors shall comply with the rules of each relevant Stock Exchange (or any
other relevant authority or authorities) and shall otherwise comply with any undertakings
given by it from time to time to the relevant Stock Exchange (or any other relevant
authority or authorities) in connection with the listing of any Notes on that Stock Exchange
and, without prejudice to the generality of the foregoing, shall furnish or procure to be
furnished to the relevant Stock Exchange (or any other relevant authority or authorities)
all the information which the relevant Stock Exchange (or any other relevant authority or
authorities) may require in connection with the listing on that Stock Exchange of any Notes.5.4
    
    The AgreementsENEL undertakes to promptly notify each of the Dealers of any termination of, or amendment
to, any of the Agreements and of any change in the Principal Paying Agent or Registrar under
the Agency Agreement.5.5
    
    Lawful complianceEach Obligor undertakes at all times to ensure that all necessary action is taken and all
necessary conditions are fulfilled (including, without limitation, obtaining and, where
relevant, maintaining in full force and effect all necessary permissions, consents or
approvals of all relevant governmental authorities) so that such Obligor (and, where such
Obligor is ENEL S.A., ENEL) may lawfully comply with its obligations under all Notes and the
Agreements to which it is a party and, further, so that it may comply so far as such Obligor
is aware, after making all reasonable enquiries, with any applicable laws, regulations and
guidance from time to time promulgated by any governmental and regulatory authorities
relevant in the context of the Agreements and the issue of any Notes.5.6
    
    U.S. covenantsEach Obligor shall:
 (a)
    
    in relation to any Series of Notes to be accepted into the book-entry system of
DTC, co-operate with the relevant Dealer or, as the case may be, the Lead Manager and
use its best efforts to permit the relevant Notes to be eligible for clearance and
settlement through DTC and to be designated as PORTAL-eligible securities in accordance
with the rules and regulations of the National Association of Securities Dealers, Inc.;(b)
    
    promptly from time to time take such action as the relevant Dealer or, as the
case may be, the Lead Manager may reasonably request in order to ensure the
qualification of any Notes for offering and sale under the securities laws of such
jurisdictions in the United States as the Dealer may reasonably request, and to comply
with those laws so as to permit the continuance of sales and dealings in the Notes in
those jurisdictions for as long as may be necessary to complete the distribution of the
Notes;(c)
    
    not permit offers or sales of Bearer Notes to be made in the United States or
its possessions or to United States persons (terms used in this paragraph have the
meanings given to them by the United States Internal Revenue Code and regulations under
it);
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(d)
    
    not be or become, at any time an open-end investment company, unit investment
trust or face-amount certificate company that is or is required to be registered under
Section 8 of the Investment Company Act;(e)
    
    for so long as any Notes are restricted securities within the meaning of Rule
144(a)(3) under the Securities Act, not, and shall not permit any of its respective
affiliates to, resell any Notes that have been acquired by it otherwise than pursuant
to an exemption from the registration requirements of the Securities Act or pursuant to
an effective registration statement under the Securities Act; and(f)
    
    for so long as any Notes are restricted securities within the meaning of Rule
144(a)(3) under the Securities Act it will maintain the Deed Poll in full force and
effect and unamended (save in so far as is necessary to comply with applicable law).
 5.7
    
    Authorised representativeEach Obligor will notify the Dealers immediately in writing if any of the persons named in
the list referred to in paragraph 3 of Part 1 of the Initial Documentation List ceases to be
authorised to take action on its behalf or if any additional person becomes so authorised
together, in the case of an additional authorised person, with evidence satisfactory to the
Dealers that such person has been so authorised.5.8
    
    Auditors comfort lettersEach Obligor will:
 (a)
    
    at the time of the preparation of the initial Offering Circular;(b)
    
    on each occasion when the Offering Circular is updated or amended pursuant to
subclause 5.2(a) and, if so requested by the Arranger on behalf of the Dealers or the
relevant Dealer or Lead Manager, and on each occasion when the Offering Circular is
revised, supplemented or amended (insofar as the revision, supplement, update or
amendment concerns or contains financial information about such Obligor); and(c)
    
    when any agreement is made to issue and purchase Notes under clause 2,
 deliver, at the expense of such Obligor (failing which, if different, ENEL), to the Dealers
in the case of (a) or (b) above, or the relevant Dealer(s) in the case of (c) above, a
comfort letter from independent auditors of such Obligor in such form and with such content
as the Dealers may reasonably request provided that no letter will be delivered under
paragraph (b) above if the only revision, supplement or amendment concerned is the
publication or issue of any interim or annual financial statements of such Obligor.If at or prior to the time of any agreement to issue and purchase Notes under clause 2, a
request is made under paragraph (c) above with respect to the Notes to be issued, the
receipt of the relevant comfort letter or letters in a form satisfactory to the relevant
Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.5.9
    
    No other issuesDuring the period commencing on an Agreement Date and ending on the Issue Date with respect
to any Notes which are to be listed, neither Obligor will, without the prior consent of the
relevant Dealer or, as the case may be, the Lead Manager, issue or agree to issue any other
listed notes, bonds or other debt securities of whatsoever nature (other than Notes to be
issued to the same Dealer)
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where the notes, bonds or other debt securities would have the same maturity and currency as
the Notes to be issued on the relevant Issue Date.5.10
    
    Information on Noteholders meetingsENEL will, at the same time as it is despatched, furnish the Dealers with a copy of every
notice of a meeting of the holders of the Notes (or any of them) which is despatched at the
instigation of either Obligor and will notify the Dealers immediately upon its becoming
aware that a meeting of the holders of the Notes (or any of them) has otherwise been
convened.5.11
    
    RatingsEach Obligor undertakes promptly to notify the Dealers of any change in the ratings given by
Moodys and/or Standard & Poors of such Obligors debt or upon it becoming aware that such
ratings are listed on Creditwatch or other similar publication of formal review by the
relevant rating agency.5.12
    
    Commercial PaperIn respect of any Tranche of Notes which has a maturity of less than one year, the relevant
Issuer will issue such Notes only if the following conditions apply (or the Notes can
otherwise be issued without contravention of Section 19 of the FSMA):
 (a)
    
    the relevant Dealer covenants in the terms set out in paragraph 3(a) of
Appendix 2; and(b)
    
    the redemption value of each Note is not less than £100,000 (or an amount of
equivalent value denominated wholly or partly in a currency other than sterling), and
no part of any Note may be transferred unless the redemption value of that part is not
less than £100,000 (or such an equivalent amount).
 5.13
    
    Annual Information StatementEach of the Obligors undertakes that it will at least annually provide a document that
contains or refers to all information published or made available to the public by it over
the preceding 12 months in compliance with applicable securities laws, as required by
Article 10 of the Prospectus Directive and furnish a copy to the Dealers.5.14
    
    PassportingIf, in relation to any issue of Notes, the relevant Issuer has agreed with the relevant
Dealer(s) that the home Member State that approved the Offering Circular will be requested
to provide a certificate of approval to the competent authority of one or more host Member
State(s) under Article 17 and Article 18 of the Prospectus Directive then the arrangements
relating to such request (including, but not limited to, the cost of translating the summary
contained in the Offering Circular for the purposes of the relevant host Member State) will
be agreed between the relevant Issuer and the relevant Dealer(s) at the relevant time.In any such case, the relevant Issuer undertakes that it will use all reasonable endeavours
to procure the delivery of a certificate of approval by the IFSRA to the competent authority
in any host Member State in accordance with Article 17 and Article 18 of the Prospectus
Directive and shall promptly notify each Dealer following receipt by the Issuer of
confirmation that such certificate of approval has been so delivered.
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6.
    
    INDEMNITY6.1
    
    Without prejudice to the other rights or remedies of the Dealers, ENEL S.A. in relation to
itself and ENEL in relation to itself and ENEL S.A. undertake to each of the Arrangers and
each Dealer that if any Arranger or Dealer or any Relevant Party relating to any Arranger or
Dealer incurs any documented liability, damages, cost, loss or expense (including, without
limitation, documented legal fees, costs and expenses) (a Loss) arising out of, in connection
with, or based on:
 (a)
    
    any failure by such Obligor or, in respect of ENEL, any failure by ENEL S.A. to
issue on the agreed Issue Date any Notes which a Dealer has agreed to purchase, unless
such failure is as a result of the failure by the relevant Dealer to pay the aggregate
purchase price for such Notes on the Issue Date; or(b)
    
    any actual or alleged breach of the representations, warranties and
undertakings contained in or made or deemed to be repeated by such Obligor under this
Agreement or, in respect of ENEL, any actual or alleged breach of the representations,
warranties and undertakings contained in or made or deemed to be repeated by ENEL S.A.
under this Agreement; or(c)
    
    any untrue or misleading (or allegedly untrue or misleading) statement in, or
any omission (or alleged omission) from, the Offering Circular; or(d)
    
    any untrue or misleading (or allegedly untrue or misleading) statement in any
additional written information provided by such Obligor or, in respect of ENEL, such
additional written information provided by ENEL S.A. to the Dealers under clause 7,
 such Obligor shall (subject as provided in clause 6.2), pay to the relevant Arranger or
Dealer on demand an amount equal to such Loss. No Arranger or Dealer shall have any duty or
obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover
any such payment or to account to any other person for any amounts paid to it under this
clause 6.1.6.2
    
    In case any action shall be brought against any Relevant Party in respect of which recovery
may be sought from an Obligor or Obligors under this clause 6, the relevant Arranger or Dealer
shall promptly notify ENEL in writing but failure to do so will not relieve such Obligor or
Obligors from any liability under this Agreement. The relevant Obligor or Obligors may
participate at its/their own expense in the defence of the action. If such an election is
made within a reasonable time after receipt of the notice, such Obligor or Obligors may assume
the defence of the action with legal advisers chosen by it/them and approved by the Relevant
Party defendant in the action, unless the Relevant Party reasonably objects to the assumption
on the ground that there may be legal defences available to it which are different from or in
addition to those available to such Obligor or Obligors. If such Obligor assumes or Obligors
assume the defence of the action, such Obligor or Obligors shall not be liable for any fees
and expenses of the legal advisers of the Relevant Party incurred thereafter in connection
with the action unless:
 (a)
    
    the relevant Obligor has or Obligors and the Relevant Party have mutually
agreed to the retention of such legal advisers; or(b)
    
    the relevant Obligor has or Obligors have failed to employ legal advisers
approved by the Relevant Party (as provided in the third sentence of this clause 6.2)
within a reasonable period of time after the assumption of the defence of such action
by such Obligor or Obligors.
 In no event shall such Obligor or Obligors be liable for the fees and expenses of more than
one legal adviser or firm of legal advisers of the Relevant Party in connection with any one
action or separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or
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circumstances. The relevant Obligor or Obligors shall not be liable to indemnify any
Relevant Party for any settlement of any such action effected without the consent of such
Obligor or Obligors (such consent not to be unreasonably withheld or delayed).If the relevant Obligor assumes or Obligors assume the defence of the action, no settlement
of the action shall be effected by it without it consulting the Relevant Party prior to its
agreement to any such settlement.6.3
    
    No Obligor shall be liable in respect of any settlement of any action effected without its
consent, such consent not to be unreasonably withheld or delayed. No Obligor shall, without
the prior written consent of the Relevant Party, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim or action in respect of which
recovery may be sought hereunder (whether or not any Relevant Party is an actual or potential
party to such claim or action) unless such settlement, compromise or consent includes an
unconditional release of each Relevant Party from all liability arising out of such claim or
action and does not include a statement as to or an admission of fault, culpability or failure
to act by or on behalf of a Relevant Party.7.
    
    AUTHORITY TO DISTRIBUTE DOCUMENTSSubject to clause 8, each Obligor hereby authorises each of the Dealers on behalf of each
Obligor to provide copies of, and to make oral statements consistent with, the Offering
Circular and such additional written information as an Obligor shall provide to the Dealers
or approve for the Dealers to use or such other information as is in the public domain to
actual and potential purchasers of Notes.8.
    
    DEALERS UNDERTAKINGS8.1
    
    Each Dealer agrees to comply with the restrictions and agreements set out in Appendix 2
unless otherwise agreed with ENEL. In addition, each Obligor agrees to comply with the
restrictions set out in paragraph 5 of Appendix 2.8.2
    
    Each Dealer severally undertakes with each Obligor to indemnify such Obligor against any
documented losses, liabilities, costs or damages (including, without limitation, documented
legal fees, costs and expenses) which it may incur, or which may be made against it, as a
result of or in relation to any failure by that Dealer to observe any of such restrictions or
agreements set out in Appendix 2, provided that each Dealer shall not be liable for any
losses, liabilities, costs, damages or expenses if such Dealer believed in good faith to have
complied with such restrictions and agreements.9.
    
    RESPONSIBILITY FOR SALESNo Obligor shall have responsibility in respect of the legality of each Dealer offering and
selling the Notes in any jurisdiction or in respect of the Notes qualifying for sale in any
jurisdiction.10.
    
    FEES, EXPENSES AND STAMP DUTIES10.1
    
    The Obligors jointly and severally undertake that they will:
 (a)
    
    pay to each Dealer all commissions agreed between the relevant Issuer and that
Dealer in connection with the sale of any Notes to that Dealer (and any value added tax
thereon);(b)
    
    pay (together with any value added tax or other tax thereon):
 (i)
    
    the fees and expenses of their legal advisers and auditors;
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(ii)
    
    the cost of listing and maintaining the listing of any Notes
which are to be listed on a Stock Exchange;(iii)
    
    the cost of obtaining any credit rating for the Notes;(iv)
    
    the fees and expenses of the Agents appointed under the Agency
Agreement; and(v)
    
    all documented expenses in connection with the establishment of
the Programme including, but not limited to, the preparation, publication and
printing of the Offering Circular (including all amendments and supplements to
it) and the cost of any publicity agreed by ENEL.
 (c)
    
    pay the fees and disbursements of the legal advisers appointed to represent the
Dealers (including any value added tax or other tax thereon) in connection with the
establishment and each update of the Programme;(d)
    
    pay promptly, and in any event before any penalty becomes payable, any stamp,
documentary, registration or similar duty or tax (including any stamp duty reserve tax)
payable in connection with the entry into, performance, enforcement or admissibility in
evidence of any Note, any of the Agreements or any communication pursuant thereto and
that they will indemnify each Dealer against any liability with respect to or resulting
from any delay in paying or omission to pay any such duty or tax unless the delay or
omission can be reasonably attributed to the Dealers; and(e)
    
    reimburse each Dealer for its documented costs and expenses reasonably and
properly incurred in protecting or enforcing any of its rights under this Agreement.
 10.2
    
    All payments by either Obligor under this Agreement shall be paid without set-off or
counterclaim, and free and clear of and without deduction or withholding for or on account of,
any present or future taxes, levies, imports, duties, fees, assessments or other charges of
whatever nature, imposed by Italy or Luxembourg or by any department, agency or other
political subdivision or taxing authority thereof or therein, and all interest, penalties or
similar liabilities with respect thereto, other than taxes an overall tax income (if any)
(Taxes). If any Taxes are required by law to be deducted or withheld in connection with any
such payment, the Obligors jointly and severally undertake to increase the amount paid so that
the full amount of such payment is received by the payee as if no such deduction or
withholding had been made. In addition, the Obligors jointly and severally agree to indemnify
and hold the Dealers harmless against any Taxes which they are required to pay in respect of
any amount paid by either Obligor under this Agreement.11.
    
    TERMINATION OF APPOINTMENT OF DEALERSAny Obligor (as to itself) or a Dealer (as to itself) may terminate the arrangements
described in this Agreement by giving not less than 30 days written notice to the other
parties. The Obligors may terminate the appointment of a Dealer or Dealers by ENEL giving
not less than 30 days written notice to such Dealer or Dealers (with a copy to all the
other Dealers and the Principal Paying Agent). Termination shall not affect any rights or
obligations (including but not limited to those arising under clauses 6, 8 and/or 10) which
have accrued at the time of termination or which accrue thereafter in relation to any act or
omission or alleged act or omission which occurred before termination.12.
    
    APPOINTMENT OF NEW DEALERS12.1
    
    ENEL, on behalf of the Obligors, may at any time appoint one or more New Dealers for the
duration of the Programme or, with regard to an issue of a particular Tranche of Notes, one or
more New
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Dealers for the purposes of that Tranche, in either case upon the terms of this Agreement.
Unless an appointment is made in a Subscription Agreement any appointment shall be made by:
 (a)
    
    the delivery by the New Dealer to ENEL of an appropriate Dealer Accession
Letter; and(b)
    
    the delivery by ENEL to the New Dealer of an appropriate Confirmation Letter.
 12.2
    
    Upon receipt of the relevant Confirmation Letter or execution of the relevant Subscription
Agreement, as the case may be, each New Dealer shall, subject to the terms of the relevant
Dealer Accession Letter or the relevant Subscription Agreement, as the case may be, become a
party to this Agreement, vested with all authority, rights, powers, duties and obligations of
a Dealer as if originally named as a Dealer under this Agreement provided that, except in the
case of the appointment of a New Dealer for the duration of the Programme, following the Issue
Date of the relevant Tranche, the relevant New Dealer shall have no further such authority,
rights, powers, duties or obligations except such as may have accrued or been incurred prior
to, or in connection with, the issue of the relevant Tranche.12.3
    
    ENEL shall promptly notify the other Dealers and the Principal Paying Agent of any
appointment of a New Dealer for the duration of the Programme by supplying to them a copy of
any Dealer Accession Letter and Confirmation Letter. Such notice shall be required to be
given in the case of an appointment of a New Dealer for a particular Tranche of Notes to the
Principal Paying Agent only.13.
    
    INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME13.1
    
    From time to time ENEL, on behalf of the Obligors, may increase the aggregate nominal amount
of the Notes that may be issued under the Programme by delivering to the Listing Agent and the
Dealers (with a copy to the Principal Paying Agent) a letter substantially in the form set out
in Appendix 4. Upon the date specified in the notice (which date may not be earlier than
seven London business days after the date the notice is given) and subject to satisfaction of
the conditions precedent set out in clause 13.2, all references in the Agreements to a Global
Medium Term Note Programme of a certain nominal amount shall be deemed to be references to a
Global Medium Term Note Programme of the increased nominal amount.13.2
    
    Notwithstanding clause 13.1, the right of ENEL, on behalf of the Obligors, to increase the
aggregate nominal amount of the Programme shall be subject to each Dealer having received and
found satisfactory all the documents and confirmations described in Part II of the Initial
Documentation List (with such changes as may be relevant with reference to the circumstances
at the time of the proposed increase as are agreed between ENEL and the Dealers), and the
satisfaction of any further conditions precedent that any of the Dealers may reasonably
require, including, without limitation, the production and publication in accordance with the
Prospectus Directive of a new Offering Circular or a supplement to the Offering Circular by
the Obligors and any further or other documents required by the relevant Stock Exchange and/or
relevant authority or authorities for the purpose of listing any Notes to be issued under the
increased Programme on the relevant Stock Exchange. The Arrangers shall circulate to the
Dealers all the documents and confirmations described in Part II of the Initial Documentation
List and any further conditions precedent so required. Any Dealer must notify the Arrangers
and ENEL within seven London business days of receipt if it considers, in its reasonable
opinion, that any of the documents, confirmations and, if applicable, further conditions
precedent are unsatisfactory and, in the absence of such notification, each Dealer shall be
deemed to consider the documents and confirmations to be satisfactory and any further
conditions precedent to be satisfied.
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14.
    
    STATUS OF THE ARRANGERSEach of the Dealers agrees that each of the Arrangers has only acted in an administrative
capacity to facilitate the establishment and/or maintenance of the Programme and has no
responsibility to it for (a) the adequacy, accuracy, completeness or reasonableness of any
representation, warranty, undertaking, agreement, statement or information in the Offering
Circular, any Final Terms, this Agreement or any information provided in connection with the
Programme or (b) the nature and suitability to it of all legal, tax and accounting matters
and all documentation in connection with the Programme or any Tranche.15.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.16.
    
    COMMUNICATIONS16.1
    
    All communications shall be made by telex, fax or letter delivered by hand or (but only where
specifically provided in the Procedures Memorandum) by telephone, subject in the latter case
to confirmation by telex, fax or letter. Each communication shall be to the relevant party at
the telex number, fax number or address or telephone number and, in the case of a
communication by telex, fax or letter, marked for the attention of, or (in the case of a
communication by telephone) made to, the person or department from time to time specified in
writing by that party to the others for the purpose. The initial telephone number, telex
number, fax number and person or department so specified by each party are set out in the
Procedures Memorandum.16.2
    
    A communication shall be deemed received (if by telex) when a confirmed answerback is
received at the end of the transmission, (if by fax) when an acknowledgement of receipt is
received, (if by telephone) when confirmed by telex, fax or letter or (if by letter) when
delivered, in each case in the manner required by this clause. However, if a communication is
received after business hours on any business day or on a day which is not a business day in
the place of receipt it shall be deemed to be received and become effective at the opening of
business on the next business day in the place of receipt. Every communication shall be
irrevocable save in respect of any manifest error therein.16.3
    
    Any notice given under or in connection with this Agreement shall be in English. All other
documents provided under or in connection with this Agreement shall be:
 (a)
    
    in English; or(b)
    
    if not in English, accompanied by a certified English translation and, in this
case, the English translation shall prevail unless the document is a statutory or other
official document.
 16.4
    
    All communications to ENEL S.A. shall be sent in copy to ENEL.17.
    
    BENEFIT OF AGREEMENT17.1
    
    This Agreement shall be binding on and shall inure for the benefit of each Obligor and each
Dealer and their respective successors and permitted assigns.17.2
    
    A Dealer may only assign or transfer its rights or obligations under this Agreement with the
prior written consent of ENEL and ENEL S.A. except for an assignment and/or transfer of all of
a Dealers rights and obligations under this Agreement in whatever form the Dealer determines
may be appropriate to a partnership, corporation, trust or other organisation in whatever form
that may succeed to, or to which the Dealer transfers, all or substantially all of the
Dealers assets and business
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and that assumes the obligations by contract or operation of law. Upon any transfer and
assumption of obligations the Dealer shall be relieved of and fully discharged from all
obligations under this Agreement, whether the obligations arose before or after the transfer
and assumption.18.
    
    CURRENCY INDEMNITYIf, under any applicable law and whether pursuant to a judgment being made or registered
against either Obligor or in the liquidation, insolvency or analogous process of either
Obligor or for any other reason, any payment under or in connection with this Agreement is
made or falls to be satisfied in a currency (the other currency) other than that in which
the relevant payment is expressed to be due (the required currency) under this Agreement,
then, to the extent that the payment (when converted into the required currency at the rate
of exchange on the date of payment or, if it is not practicable for the relevant Dealer to
purchase the required currency with the other currency on the date of payment, at the rate
of exchange as soon thereafter as it is practicable for it to do so or, in the case of a
liquidation, insolvency or analogous process, at the rate of exchange on the latest date
permitted by applicable law for the determination of liabilities in such liquidation,
insolvency or analogous process) actually received by the relevant Dealer falls short of the
amount due under the terms of this Agreement, the Obligors jointly and severally undertake
that they shall, as a separate and independent obligation, indemnify and hold harmless the
Dealer against the amount of such shortfall. For the purpose of this clause rate of
exchangemeans the rate at which the relevant Dealer is able on the London foreign exchange
market on the relevant date to purchase the required currency with the other currency and
shall take into account any premium and other reasonable costs of exchange.19.
    
    CALCULATION AGENT19.1
    
    In the case of any Series of Notes which require the appointment of a Calculation Agent, the
relevant Dealer or, as the case may be, the Lead Manager may request the relevant Issuer and
ENEL (if not the relevant Issuer) to appoint the Dealer or Lead Manager, or a person nominated
by the Dealer or Lead Manager (a Nominee), as Calculation Agent.19.2
    
    Should a request be made to the relevant Issuer and ENEL (if not the relevant Issuer) for the
appointment of that Dealer or Lead Manager as the Calculation Agent, the appointment shall be
automatic upon the issue of the relevant Series of Notes and shall, except as agreed, be on
the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency
Agreement, and no further action shall be required to effect the appointment of the Dealer or
Lead Manager as Calculation Agent in relation to that Series of Notes, and the Schedule to the
Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The
name of the Dealer or Lead Manager so appointed will be entered in the applicable Final Terms.19.3
    
    Should a request be made to the relevant Issuer and ENEL (if not the relevant Issuer) for the
appointment of a Nominee as the Calculation Agent, the Nominee shall agree with the relevant
Issuer and ENEL (if not the relevant Issuer) in writing to its appointment as Calculation
Agent on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the
Agency Agreement and no further action shall be required to effect the appointment of the
Nominee as Calculation Agent in relation to that Series of Notes, and the Schedule to the
Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The
name of the Nominee so appointed will be entered in the applicable Final Terms.20.
    
    STABILISATIONIn connection with the distribution of any Notes, any Dealer designated as a Stabilising
Manager in the applicable Final Terms may over-allot or effect transactions which support
the market price of the Notes and/or any associated securities at a level higher than that
which might otherwise prevail,
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but in doing so such Dealer shall act as principal and not as agent of the Obligors. Any
stabilisation will be conducted in accordance with all applicable regulations. Any loss
resulting from over-allotment and stabilisation shall be borne, and any net profit arising
therefrom shall be retained, by any Stabilising Manager for its own account.21.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.22.
    
    GOVERNING LAW AND SUBMISSION TO JURISDICTION22.1
    
    This Agreement and every agreement for the issue and purchase of Notes as referred to in
clause 2 shall be governed by, and construed in accordance with, the laws of England.22.2
    
    Each Obligor irrevocably agrees for the benefit of the Dealers that the courts of England are
to have jurisdiction to settle any disputes which may arise out of or in connection with this
Agreement and that accordingly any suit, action or proceedings (together referred to as
Proceedings) arising out of or in connection with this Agreement may be brought in such
courts.22.3
    
    Each Obligor irrevocably waives any objection which it may have to the laying of the venue of
any Proceedings in any such courts and any claim that any such Proceedings have been brought
in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings
brought in the English courts shall be conclusive and binding upon such Obligor and may be
enforced in the courts of any other jurisdiction to the extent permitted by law.22.4
    
    Nothing contained in this clause shall limit any right to take Proceedings against any
Obligor in any other court of competent jurisdiction nor shall the taking of Proceedings in
one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction to the
extent permitted by law, whether concurrently or not.22.5
    
    Each Obligor appoints Fleetside Legal Representative Services Limited at its registered
office at One Bishops Square, London E1 6AO as its agent for service of process in England and
agrees that, in the event of Fleetside Legal Representative Services Limited ceasing so to act
or ceasing to be registered in England, it will appoint another person as its agent for
service of process in England in respect of any Proceedings. Nothing in this clause shall
affect the right to serve process in any other manner permitted by law.
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SIGNATORIES
  The Dealers
 DEUTSCHE BANK AG, LONDON BRANCH
 By:
    
    RENATO GRELLE
 J.P. MORGAN SECURITIES LTD.
 By:
    
    PAOLO ZAMPIGA
 ABN AMRO BANK N.V.
BANCA IMI S.P.A.
BARCLAYS BANK PLC
BNP PARIBAS
CITIGROUP GLOBAL MARKETS LIMITED
CREDIT SUISSE SECURITIES (EUROPE) LIMITED
GOLDMAN SACHS INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MEDIOBANCA-BANCA DI CREDITO FINANZIARIO S.P.A.
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO. INTERNATIONAL PLC
UBS LIMITED
  JESSICA PARKINSON
  The Obligors
 ENEL  SOCIETÀ PER AZIONI
 By:
    
    CLAUDIO MACHETTI
 ENEL FINANCE INTERNATIONAL S.A.
 By:
    
    GABRIELE FREA
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APPENDIX 1
 INITIAL DOCUMENTATION LIST
 PART 1
 1.
    
    A certified copy of the by-laws of each Obligor.2.
    
    A certified copy of all resolutions and other authorisations required to be passed or given,
and evidence of any other action required to be taken, on behalf of each Obligor:
 (a)
    
    to approve its entry into the Agreements and the creation of the Programme;(b)
    
    to authorise appropriate persons to execute each of the Agreements and any
Notes and to take any other action in connection therewith; and(c)
    
    to authorise appropriate persons to enter into agreements with any Dealer on
behalf of such Obligor as the relevant Issuer to issue Notes in accordance with clause
2 of this Agreement.
 3.
    
    A certified list of the names, titles and specimen signatures of the persons authorised on
behalf of each Obligor in accordance with paragraph 2(c).4.
    
    Certified copies of any other governmental or other consents, authorisations and approvals
required for each Issuer to issue Notes or for ENEL to guarantee Notes pursuant to the
Guarantee, for each Obligor to execute and deliver the Agreements and for each Obligor to
fulfil its obligations under the Agreements.5.
    
    Confirmation that one or more master Temporary Bearer Global Notes, master Permanent Bearer
Global Notes, master Regulation S Global Notes and master Rule 144A Global Notes (from which
copies can be made for each particular issue of Notes), duly executed by a person or persons
authorised to take action on behalf of the relevant Issuer as specified in paragraph 2(b)
above, have been delivered to the Principal Paying Agent and the Registrar, as appropriate.6.
    
    Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement,
in such form and with such content as the Dealers may reasonably require, from:
 (a)
    
    Allen & Overy, legal advisers to ENEL as to Italian law;(b)
    
    Allen & Overy Luxembourg, legal advisers to ENEL S.A. as to Luxembourg law; and(c)
    
    Allen & Overy LLP, legal advisers to the Dealers as to English law.
 7.
    
    A conformed copy of each Agreement and confirmation that executed copies of such documents
have been delivered, in the case of the Agency Agreement, to the Principal Paying Agent (for
itself and the other agents party thereto), in the case of each Deed of Covenant, to a common
depositary for Euroclear and Clearstream, Luxembourg and, in the case of the Guarantee, to the
Principal Paying Agent and, in the case of the Deed Poll, to the Registrar.8.
    
    Confirmation of the execution and delivery by each Issuer of a Programme effectuation
authorisation to each of Euroclear and Clearstream, Luxembourg (the ICSDs), the execution and
delivery by each Issuer of an Issuer-ICSDs Agreement and the making by the Principal Paying
Agent of a common safekeeper election in accordance with sub-clause 2.6 of the Agency
Agreement.
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9.
    
    A printed final version of the Offering Circular and a copy of the final Procedures
Memorandum.10.
    
    Confirmation that the Offering Circular has been approved as a base prospectus by the IFSRA
and has been published in accordance with the Prospectus Directive.11.
    
    A copy of the DTC Letter of Representations duly signed by the Principal Paying Agent and
DTC.12.
    
    Comfort letter from KPMG S.p.A. as independent auditors of ENEL in such form and with such
content as the Dealers may reasonably request.13.
    
    Comfort letter from KPMG Audit as independent auditors of ENEL S.A. in such form and with
such content as the Dealers may reasonably request.14.
    
    Confirmation that the Programme has been rated Aa3 by Moodys and A+ by Standard & Poors.15.
    
    Letter from Fleetside Legal Representative Services Limited confirming its acceptance as
agent for service of process of the Obligors.
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PART 2
 1.
    
    A certified copy of the by-laws of each Obligor or confirmation that they have not been
changed since they were last submitted to the Dealers.2.
    
    A certified copy of all resolutions and other authorisations required to be passed or given,
and evidence of any other action required to be taken, on behalf of the Obligors to approve
the increase in the amount of the Programme.3.
    
    Certified copies of any other governmental or other consents, authorisations and approvals
required for the increase.4.
    
    Confirmation that one or more master Temporary Bearer Global Notes, master Permanent Bearer
Global Notes, master Regulation S Global Notes and master Rule 144A Global Notes (from which
copies can be made for each particular issue of Notes), duly executed by a person or persons
authorised to take action on behalf of each Issuer as specified in paragraph 2(b) of Part I of
the Initial Documentation List, have been delivered to the Principal Paying Agent and the
Registrar, as appropriate.5.
    
    Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement,
in such form and with such content as the Dealers may reasonably require, from:
 (a)
    
    Allen & Overy, legal advisers to ENEL as to Italian law;(b)
    
    Allen & Overy Luxembourg, legal advisers to ENEL S.A. as to Luxembourg law; and(c)
    
    Allen & Overy LLP, legal advisers to the Dealers as to English law.
 6.
    
    A printed final version of the Offering Circular.7.
    
    Confirmation from the Listing Agent that Notes to be issued under the increased Programme
will be listed on the Irish Stock Exchange.8.
    
    A copy of the DTC Letter of Representations duly signed by the Principal Paying Agent and
DTC.9.
    
    Comfort letter from KPMG S.p.A. as independent auditors of ENEL in such form and with such
content as the Dealers may reasonably request.10.
    
    Comfort letter from KPMG Audit as independent auditors of ENEL S.A. in such form and with
such content as the Dealers may reasonably request.11.
    
    Confirmation from Moodys, and Standard & Poors that there has been no change in the rating
assigned by them to the Programme as a result of the increase.
 32




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APPENDIX 2
 SELLING RESTRICTIONS
 1.
    
    United States1.1
    
    The Notes have not been and will not be registered under the Securities Act, and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S under the Securities Act or pursuant to an exemption
from the registration requirements of the Securities Act. Each Dealer represents and agrees
that, except as provided in 1.4 below, it has offered and sold any Notes, and will offer and
sell any Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days
after the completion of the distribution of all Notes of the Tranche of which such Notes are a
part, as determined and certified as provided below, only in accordance with Rule 903 of
Regulation S under the Securities Act. Accordingly, each Dealer further represents and agrees
that it, its affiliates or any persons acting on its or their behalf have not engaged and will
not engage in any directed selling efforts with respect to any Note, and it and they have
complied and will comply with the offering restrictions requirement of Regulation S. Each
Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche
of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of
such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant
Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the
distribution of the Notes of such Tranche. On the basis of such notification or
notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the
end of the distribution compliance period with respect to such Tranche. Each Dealer also
agrees that, at or prior to confirmation of sale of Notes, it will have sent to each
distributor, dealer or person receiving a selling concession, fee or other remuneration that
purchases Notes from it during the distribution compliance period a confirmation or notice to
substantially the following effect:The Securities covered hereby have not been registered under the U.S. Securities Act of
1933, as amended (the Securities Act), and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the completion of the
distribution of the Securities as determined and certified by the relevant Dealer, in the
case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and
except in either case in accordance with Regulation S under the Securities Act. Terms used
above have the meanings given to them by Regulation S.Terms used in this paragraph 1.1 have the meanings given to them by Regulation S.
1.2 In addition in respect of Bearer Notes where TEFRA D is specified in the applicable Final Terms:
 (a)
    
    except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the D Rules), each Dealer (a) represents that it has not offered
or sold, and agrees that during the restricted period it will not offer or sell, Notes
in bearer form to a person who is within the United States or its possessions or to a
United States person, and (b) represents that it has not delivered and agrees that it
will not deliver within the United States or its possessions definitive Notes in bearer
form that are sold during the restricted period;(b)
    
    each Dealer represents that it has and agrees that throughout the restricted
period it will have in effect procedures reasonably designed to ensure that its
employees or agents who are directly engaged in selling Notes in bearer form are aware
that such Notes may not be offered or sold during the restricted period to a person who
is within the United States or its possessions or to a United States person, except as
permitted by the D Rules;
 33




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(c)
    
    if it is a United States person, each Dealer represents that it is acquiring
the Notes for purposes of resale in connection with their original issuance and if it
retains Notes in bearer form for its own account, it will only do so in accordance with
the requirements of U.S. Treas. Reg. Section l.163-5(c)(2)(i)(D)(6);(d)
    
    with respect to each affiliate that acquires Notes from a Dealer for the
purpose of offering or selling such Notes during the restricted period, such Dealer
repeats and confirms the representations and agreements contained in subparagraphs (a),
(b) and (c) on such affiliates behalf and(e)
    
    each Dealer agrees that it will obtain from any distributor (within the meaning
of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(4)(ii)) that purchases any Notes from it
pursuant to a written contract with such Dealer (except a distributor that is one of
its affiliates or is another Dealer), for the benefit of the relevant Issuer and each
other Dealer, the representations contained in, and such distributors agreement to
comply with, the provisions of subclauses (a), (b), (c) and (d) of this paragraph
insofar as they relate to the D Rules, as if such distributor were a Dealer hereunder.
 Terms used in this paragraph 1.2 have the meanings given to them by the U.S. Internal
Revenue Code and regulations thereunder, including the D Rules.1.3
    
    In respect of Bearer Notes where TEFRA C is specified in the applicable Final Terms, such
Bearer Notes must be issued and delivered outside the United States and its possessions in
connection with their original issuance. Each Dealer represents and agrees that it has not
offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, such
Bearer Notes within the United States or its possessions in connection with their original
issuance. Further, each Dealer represents and agrees in connection with the original issuance
of such Bearer Notes that it has not communicated, and will not communicate, directly or
indirectly, with a prospective purchaser if such purchaser is within the United States or its
possessions and will not otherwise involve its U.S. office in the offer or sale of such Bearer
Notes.1.4
    
    Notwithstanding anything above to the contrary, it is understood that, if so specified in the
applicable Final Terms, Registered Notes may be offered and sold pursuant to a private
placement in the United States, and in connection therewith each Dealer represents and agrees
that:
 (a)
    
    offers, sales, resales and other transfers of Notes made in the United States
made or approved by a Dealer (including offers, resales or other transfers made or
approved by a Dealer in connection with secondary trading) shall be made with respect
to Registered Notes only and shall be effected pursuant to an exemption from the
registration requirements of the Securities Act;(b)
    
    offers, sales, resales and other transfers of Notes made in the United States
will be made only in private transactions to institutional investors that are
reasonably believed to qualify as qualified institutional buyers within the meaning of
Rule 144A (each such institutional investor being hereinafter referred to as a QIB);(c)
    
    the Notes will be offered in the United States only by approaching prospective
purchasers on an individual basis. No general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act will be used in connection
with the offering of the Notes in the United States;(d)
    
    no sale of Notes in the United States to any one QIB will be for less than
U.S.$100,000 principal amount or its equivalent rounded upwards and no Note will be
issued in connection with such a sale in a smaller principal amount. If such purchaser
is a non-bank fiduciary
 34




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acting on behalf of others, each person for whom it is acting must purchase at least
U.S.$100,000 principal amount of the Notes; and(e)
    
    each Note sold as a part of a private placement in the United States and each
Regulation S Global Note shall contain a legend in substantially the form set out on
the face of such Note in the Agency Agreement.
 1.5
    
    Each issue of Index Linked Notes or Dual Currency Notes shall be subject to such additional
U.S. selling restrictions as the relevant Issuer and the relevant Dealer may agree as a term
of the issue and purchase of such Notes, which additional selling restrictions shall be set
out in the applicable Final Terms. The relevant Dealer agrees that it shall offer, sell and
deliver such Notes only in compliance with such additional U.S. selling restrictions.2.
    
    European Economic AreaIn relation to each Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a Relevant Member State), each Dealer represents and agrees
that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant Implementation Date) it has not made
and will not make an offer of Notes to the public in that Relevant Member State, except that
it may, with effect from and including the Relevant Implementation Date, make an offer of
Notes to the public in that Relevant Member State:
 (a)
    
    in (or in Germany, where the offer starts within) the period beginning on the
date of publication of a prospectus in relation to those Notes which has been approved
by the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in
that Relevant Member State, all in accordance with the Prospectus Directive and ending
on the date which is 12 months after the date of such publication;(b)
    
    at any time to legal entities which are authorised or regulated to operate in
the financial markets or, if not so authorised or regulated, whose corporate purpose is
solely to invest in securities;(c)
    
    at any time to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total balance sheet of more
than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as
shown in its last annual or consolidated accounts; or(d)
    
    at any time in any other circumstances which do not require the publication by
the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive
 For the purposes of this provision, the expression an offer of Notes to the publicin
relation to any Notes in any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression Prospectus Directivemeans Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.3.
    
    United KingdomEach Dealer represents and agrees that:
 35




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(a)
    
    in relation to any Notes which have a maturity of less than one year, (i) it is
a person whose ordinary activities involve it in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of its business and
(ii) it has not offered or sold and will not offer or sell any Notes other than to
persons whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or as agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses where the
issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA
by the Issuer;(b)
    
    it has only communicated or caused to be communicated and will only communicate
or cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in connection
with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA
does not apply to the Obligors; and(c)
    
    it has complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to any Notes in, from or otherwise involving
the United Kingdom.
 4.
    
    JapanThe Notes have not been and will not be registered under the Securities and Exchange Law of
Japan (the Securities and Exchange Law) and each Dealer agrees that it will not offer or
sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident
of Japan (which term as used herein means any person resident in Japan, including any
corporation or other entity organised under the laws of Japan), or to others for re-offering
or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the
Securities and Exchange Law and any other applicable laws, or regulations and ministerial
guidelines of Japan.5.
    
    FranceEach of the Dealers and each Obligor represents and agrees that:
 (a)
    
    Offer to the public in France:it has only made and will only make an offer of Notes to the public (appel public à
lépargne) in France in the period beginning (i) when a prospectus in relation to
those Notes has been approved by the Autorité des marchés financiers(AMF), on the
date of its publication or, (ii) when a prospectus has been approved by the competent
authority of another Member State of the European Economic Area which has implemented
the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval
to the AMF and ending at the latest on the date which is 12 months after the date of
the approval of the Offering Circular, all in accordance with articles L.412-1 and
L.621-8 of the French Code monétaire et financierand the Règlement généralof the
AMF; or(b)
    
    Private placement in France:it has not offered or sold and will not offer or sell, directly or indirectly, Notes
to the public in France, and it has not distributed or caused to be distributed and
will not distribute or cause to be distributed to the public in France, the Offering
Circular, the relevant Final Terms or any other offering material relating to the
Notes and such offers, sales and distributions have been and will be made in France
only to (a) providers of investment
 36




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services relating to portfolio management for the account of third parties, and/or
(b) qualified investors (investisseurs qualifiés) other than individuals, all as
defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 of the
French Code monétaire et financier.
 6.
    
    ItalyThe offering of the Notes has not been registered pursuant to Italian securities
legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of
the Offering Circular or of any other document relating to the Notes be distributed in the
Republic of Italy, except:
 (a)
    
    to professional investors (operatori qualificati) (the Professional Investors),
as defined in Article 31, second paragraph, of CONSOB (the Italian Securities Exchange
Commission) Regulation No. 11522 of 1 July 1998, as amended (Regulation No. 11522); or(b)
    
    in circumstances which are exempted from the rules on solicitation of
investments pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998
(the Financial Services Act) and Article 33, first paragraph, of CONSOB Regulation No.
11971 of 14 May, 1999, as amended (Regulation No. 11971).
 Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular
or any other document relating to the Notes in the Republic of Italy under (a) or (b) above
must be:
 (i)
    
    made by an investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, Regulation No. 11522 and Legislative Decree No. 385
of 1 September 1993, as amended (the Banking Act); and(ii)
    
    in compliance with Article 129 of the Banking Act and the
implementing guidelines of the Bank of Italy, as amended from time to time,
pursuant to which the Bank of Italy may request information on the issue or the
offer of securities in the Republic of Italy; and(iii)
    
    in compliance with any other applicable laws and regulations or
requirements imposed by CONSOB.
 Please note that in accordance with Article 100-bis of the Financial Services Act, where no
exemption from the rules on solicitation of investments applies under (a) and (b) above, the
subsequent distribution of the Notes on the secondary market in Italy must be made in
compliance with the public offer and the prospectus requirement rules provided under the
Financial Services Act and Regulation No. 11971. Failure to comply with such rules may
result in the sale of such Notes being declared null and void and in the liability of the
intermediary transferring the financial instruments for any damages suffered by the
investors.7.
    
    LuxembourgIn addition to the cases described in the European Economic Area selling restrictions in
which the Issuer can make an offer of Notes to the public in a Relevant Member State
(including the Grand Duchy of Luxembourg), the Issuer can also make an offer of Notes to the
public in the Grand Duchy of Luxembourg:
 (i)
    
    at any time, to national and regional governments, central banks, international
and supranational institutions (such as the International Monetary Fund, the European
Central Bank, the European Investment Bank) and other similar international
organisations;
 37




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(ii)
    
    at any time, to legal entities which are authorised or regulated to operate in
the financial markets (including, credit institutions, investment firms, other
authorised or regulated financial institutions, insurance companies, undertakings for
collective investment and their management companies, pension and retirement funds and
their management companies, commodity dealers) as well as entities not so authorised or
regulated whose corporate purpose is solely to invest in securities; and(iii)
    
    at any time, to certain natural persons or small and medium-sized enterprises
(as defined in the Luxembourg act dated 10 July 2005 relating to prospectuses for
securities implementing the Prospectus Directive into Luxembourg law) recorded in the
register of natural persons or small and medium-sized enterprises considered as
qualified investors as held by the Commission de surveillance du secteur financier, as
competent authority in Luxembourg in accordance with the Prospectus Directive.
 8.
    
    GeneralEach Dealer agrees that it will (to the best of its knowledge and belief) comply with all
applicable securities laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers Notes or possesses or distributes the Offering Circular
and will obtain any consent, approval or permission required by it for the purchase, offer,
sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers, sales or deliveries and
none of the Issuer and any other Dealer shall have any responsibility therefor.None of the Obligors and any of the Dealers represents that Notes may at any time lawfully
be sold in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available thereunder, or assumes any
responsibility for facilitating any such sale.With regard to each Tranche, the relevant Dealer will be required to comply with any
additional restrictions agreed between the Issuer and the relevant Dealer and set out in the
applicable Final Terms.
 38




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APPENDIX 3
 FORMS OF DEALER ACCESSION LETTERS AND CONFIRMATION LETTERS
 PART 1
 FORM OF DEALER ACCESSION LETTER  PROGRAMME
 Date
 To:
    
    ENEL  Società per azioni
(ENEL)
  Global  Medium Term Note Programme
 Programme Agreement
  (a)
    
    a copy of the Programme Agreement; and(b)
    
    a copy of current versions of all other documents delivered under Appendix 1 to the Programme
Agreement as we have requested,
 *
  insert name, address, telephone, facsimile, telex (+ answerback) and attention
   Name of New Dealer
  cc:
    
    JPMorgan Chase Bank, N.A. as Principal Paying Agent
The other Dealers
 
 *
    
    It is important to ensure that each original
legal opinion and comfort letter permits it to be delivered to, and relied upon
by, New Dealers, otherwise a side letter to this effect should be provided. 39




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PART 2
 FORM OF DEALER ACCESSION LETTER  PROGRAMME
 Date
 Name and address of New Dealer
  Global Medium Term Note Programme
 Programme Agreement specify
  
  
 40




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PART 3
 FORM OF DEALER ACCESSION LETTER  NOTE ISSUE
 Date
 ENEL
  [ Description of issue ]  Notes
 Programme Agreement
  (a)
    
    a copy of the Programme Agreement; and(b)
    
    a copy of current versions of such of all other documents delivered under Appendix 1 of the
Programme Agreement as we have requested,
 *
  insert name, address, telephone, facsimile, telex (+ answerback) and attention
   Name of New Dealer
   
 *
    
    It is important to ensure that each original legal opinion and comfort letter permits it to be delivered to, and relied upon by, New Dealers, otherwise a side letter to this effect should be provided. 41




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##### 



PART 4
 FORM OF CONFIRMATION LETTER  NOTE ISSUE
 Date
 Name and address of New Dealer
  [Description of issue]  Notes
 Programme Agreement specify
  
 société anonyme
   42




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APPENDIX 4
 LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT OF THE PROGRAMME
 Date
 To:
    
    The Dealers and the Listing Agent
(as those expressions are defined in the
Amended and Restated Programme Agreement dated 4 May 2007,
as amended, supplemented or restated from
time to time, (the Programme Agreement))
  Global Medium Term Note Programme
  specify specify date which is no earlier than
seven London business days after the date the notice is given
    
   43




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APPENDIX 5
 FORM OF SUBSCRIPTION AGREEMENT
  DESCRIPTION OF ISSUE
 DATE
 To:
    
    [Names of Dealers]
(the Managers)
 c/o
    
    [Name of Lead Manager]
(the Lead Manager)
 cc:
    
    JPMorgan Chase Bank, N.A. as Principal Paying Agent
JPMorgan Chase Bank, N.A. as Registrar
  Issuer DESCRIPTION OF ISSUE Notes  Guarantor *
 Programme
Agreement
  1.
    
    This Agreement appoints each Manager which is not a party to the Programme Agreement (each a
New Dealer) as a New Dealer in accordance with the provisions of clause 12 of the Programme
Agreement for the purposes of the issue of the Notes. The Lead Manager confirms that it is in
receipt of the documents referenced below:
 (a)
    
    a copy of the Programme Agreement; and(b)
    
    a copy of such of the documents delivered under Appendix 1 of the Programme
Agreement as it has requested
 and has confirmed with each New Dealer that it has found them to be satisfactory or (in the
case of any or all of the documents referred to in (b) has waived such production.For the purposes of the Programme Agreement the details of the Lead Manager for service of
notices are as follows:[insert name, address, telephone, facsimile, telex (+ answerback) and attention].
 
 *
    
    Delete where the Issuer is ENEL  Società per azioni 44




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In consideration of the Issuer [and the Guarantor]* appointing each New Dealer as
a Dealer in respect of the Notes under the Programme Agreement, each New Dealer hereby
undertakes, for the benefit of the Obligors, the Lead Manager (for itself and each of the
other Dealers) and the Managers, that, in relation to the issue of the Notes, it will
perform and comply with all the duties and obligations expressed to be assumed by a Dealer
under the Programme Agreement, a copy of which it acknowledges it has received from the Lead
Manager. The Issuer [and the Guarantor each]* confirms that each New Dealer
shall be vested with all authority, rights, powers, duties and obligations of a Dealer in
relation to the issue of the Notes as if originally named as a Dealer under the Programme
Agreement provided that following the Issue Date of the Notes each New Dealer shall have no
further such authority, rights, powers, duties or obligations except for any which have
accrued or been incurred prior to, or in connection with, the issue of the Notes.2.
    
    Subject to the terms and conditions of the Programme Agreement and this Agreement the Issuer
agrees to issue the Notes and the Managers jointly and severally agree to subscribe or procure
subscribers for the Notes at a price of [specify] per cent. of the principal amount of the
Notes (the Purchase Price), being the issue price of [specify] per cent. less a selling
[commission/concession] of [specify] per cent. of such principal amount and a combined
management and underwriting commission of [specify] per cent. of such principal amount.3.
    
    The settlement procedures set out in Part [3/4] of Annex 1 to the Procedures Memorandum shall
apply as if set out in this Agreement provided that, for the purposes of this Agreement:
 (a)
    
    the sum payable on the Issue Date shall represent the Purchase Price less any
amount payable in respect of Managers expenses as provided in the agreement referred
to in clause 4 of this Agreement;(b)
    
    Issue Datemeans [specify] a.m. ([specify] time) on [specify] or such other
time and/or date as the Issuer and the Lead Manager on behalf of the Managers may
agree; and(c)
    
    Payment Instruction Datemeans the Issue Date unless there is to be a
pre-closing for the issue in which case it means the business day (being a day on which
banks and foreign exchange markets are open for general business in London) prior to
the Issue Date.
 4.
    
    The arrangements in relation to expenses have been separately agreed between the Issuer [,
the Guarantor]* and the Lead Manager.5.
    
    The obligation of the Managers to purchase the Notes is conditional upon:
 (a)
    
    the conditions set out in clause 3.2 [and 3.3] (other than that set out in
clause 3.2(f)) of the Programme Agreement being satisfied as of the Payment Instruction
Date (on the basis that the references therein to relevant Dealershall be construed as
references to the Lead Manager) and without prejudice to the aforesaid, the Offering
Circular dated [specify] containing all material information relating to the assets and
liabilities, financial position and profits and losses of the Issuer [and the
Guarantor]* and nothing having happened or being expected to happen which would require
the Offering Circular[, as so supplemented,] to be [further] supplemented or updated;
and(b)
    
    the delivery to the Lead Manager on the Payment Instruction Date of:
 (i)
    
    legal opinions addressed to the Managers dated the Payment
Instruction Date in such form and with such contents as the Lead Manager, on
behalf of the Managers, may reasonably require from Allen & Overy, the legal
advisers to the [Issuer/Guarantor]
 
 *
    
    Delete where the Issuer is ENEL 
Società per azioni 45




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as to Italian law, from Allen & Overy Luxembourg, legal advisers to the
Issuer as to Luxembourg law]* and from Allen & Overy LLP, the
legal advisers to the Managers as to English law;(ii)
    
    a certificate dated the Payment Instruction Date signed by a duly
authorised officer of the Issuer [and a certificate dated the Payment
Instruction Date signed by a duly authorised officer of the
Guarantor]* giving confirmation to the effect stated in paragraph (i)
of this clause;(iii)
    
    a comfort letter dated the date of this Agreement and the
Payment Instruction Date from the independent auditors of [each of]*
the Issuer [and the Guarantor]*, in such form and with such content
as the Managers may reasonably request; and(iv)
    
    such other conditions precedent as the Lead Manager may require.
 If any of the foregoing conditions is not satisfied on or before the Payment Instruction
Date, this Agreement shall terminate on that date and the parties to this Agreement shall be
under no further liability arising out of this Agreement (except for any liability of the
Issuer [or, failing the Issuer, the Guarantor]* in relation to expenses as
provided in the agreement referred to in clause 4 and except for any liability arising
before or in relation to termination), provided that the Lead Manager, on behalf of the
Managers, may in its discretion waive any of the aforesaid conditions (other than the
conditions precedent contained in clause 3.2(c), (n), (o) and (p) of the Programme
Agreement) or any part of them.6.
    
    The Lead Manager, on behalf of the Managers, may, by notice to the Issuer [and the
Guarantor]*, terminate this Agreement at any time prior to payment of the net
purchase money to the Issuer if in the opinion of the Lead Manager there shall have been such
a change in national or international financial, political or economic conditions or currency
exchange rates or exchange controls as would in its view be likely to prejudice materially the
success of the offering and distribution of the Notes or dealings in the Notes in the
secondary market and, upon notice being given, the parties to this Agreement shall (except for
any liability of the Issuer, or failing the Issuer, the Guarantor]* in relation to
expenses as provided in the agreement referred to in clause 4 of this Agreement and except for
any liability arising before or in relation to such termination) be released and discharged
from their respective obligations under this Agreement.7.
    
    A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.8.
    
    Clause 22 of the Programme Agreement shall also apply to this Agreement as if expressly
incorporated herein.9.
    
    This Agreement may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of this Agreement.
  Yours faithfully,
For:
    
    [ENEL FINANCE INTERNATIONAL S.A.société anonyme
35, boulevard du Prince Henri
L-1724 Luxembourg
 
 *
    
    Delete where the Issuer is ENEL 
Società per azioni 46




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R.C.S. Luxembourg B.60.086By:]*[For:
    
    ENEL  SOCIETÀ PER AZIONIBy:]*We confirm that this letter correctly sets out the arrangements agreed between us.For:
    
    [NAMES OF MANAGERS]By
 
 *
    
    Delete where the Issuer is ENEL 
Società per azioni 47




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ANNEXE A TO THE SUBSCRIPTION AGREEMENT
 Form of Final Terms
 48




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AMENDED AND RESTATED AGENCY AGREEMENT
 
 
 CONFORMED COPY




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##### 



CONTENTS
 Clause
    
    
    
    Page1.
    
    Definitions and Interpretation
    
    
    22.
    
    Appointment of Agents
    
    
    93.
    
    Issue of Global Notes
    
    
    104.
    
    Exchange of Global Notes
    
    
    125.
    
    Determination of End of Distribution Compliance Period
    
    
    146.
    
    Terms of Issue
    
    
    157.
    
    Payments
    
    
    168.
    
    Determinations and Notifications in respect of Notes and Interest Determination
    
    
    199.
    
    Notice of any Withholding or Deduction
    
    
    2110.
    
    Other Duties of the Registrar
    
    
    2111.
    
    Duties of the Transfer Agents
    
    
    2312.
    
    Regulations for Transfers of Registered Notes
    
    
    2313.
    
    Duties of the Agents in Connection with Early Redemption
    
    
    2414.
    
    Receipt and Publication of Notices
    
    
    2515.
    
    Cancellation of Notes, Receipts, Coupons and Talons
    
    
    2516.
    
    Issue of Replacement Notes, Receipts, Coupons and Talons
    
    
    2617.
    
    Copies of Documents Available for Inspection
    
    
    2718.
    
    Meetings of Noteholders
    
    
    2719.
    
    Commissions and Expenses
    
    
    2820.
    
    Indemnity
    
    
    2821.
    
    Responsibility of the Agents
    
    
    2822.
    
    Conditions of Appointment
    
    
    2923.
    
    Communications between the Parties
    
    
    3024.
    
    Changes in Agents
    
    
    3025.
    
    Merger and Consolidation
    
    
    3226.
    
    Notification of Changes to Agents
    
    
    3227.
    
    Change of Specified Office
    
    
    3228.
    
    Communications
    
    
    3229.
    
    Taxes and Stamp Duties
    
    
    3330.
    
    Amendments
    
    
    3331.
    
    Contracts (Rights of Third Parties) Act 1999
    
    
    3332.
    
    Governing Law and Submission to Jurisdiction
    
    
    3333.
    
    Counterparts
    
    
    34




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Schedule
    
    
    
    Page1.
    
    Form of Calculation Agency Agreement
    
    
    352.
    
    Terms and Conditions of the Notes
    
    
    443.
    
    Form of Deed of Covenant and Deed of Guarantee
    
    
    74Part 1     Form of Deed of Covenant
    
    
    74Part 2     Form of Deed of Guarantee
    
    
    784.
    
    Form of Put Notice
    
    
    885.
    
    Provisions for Meetings of Noteholders
    
    
    89Part 1     Provisions for Meetings of Noteholders of ENEL
    
    
    89Part 2     Provisions for Meetings of Noteholders of ENEL S.A.
    
    
    966.
    
    Forms of Global and Definitive Notes, Receipts, Coupons and Talons
    
    
    103Part 1     Form of Temporary Bearer Global Note
    
    
    103Part 2     Form of Permanent Bearer Global Note
    
    
    113Part 3     Forms of Registered Global Notes
    
    
    123Part 4     Form of Definitive Bearer Note
    
    
    128Part 5     Form of Coupon
    
    
    131Part 6     Form of Receipt
    
    
    132Part 7     Form of Talon
    
    
    133Part 8     Form of Definitive Registered Note
    
    
    1357.
    
    Form of Deed Poll
    
    
    1398.
    
    Form of Transfer Certificate
    
    
    1429.
    
    Register and Transfer of Registered Notes
    
    
    14410.
    
    Form of Substitution Deed Poll
    
    
    14611.
    
    Additional Duties of The Principal Paying Agent
    
    
    149Signatories
    
    
    150




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AGENCY AGREEMENT
 in respect of a
 25,000,000,000
 GLOBAL MEDIUM TERM NOTE PROGRAMME
 THIS AGREEMENT
 BETWEEN
 (1)
    
    ENEL  SOCIETÀ PER AZIONIof Viale Regina Margherita 137, 00198 Rome, Italy (ENEL);(2)
    
    ENEL FINANCE INTERNATIONAL S.A., a public limited liability company (société anonyme) of 35,
boulevard du Prince Henri, L-1724 Luxembourg, registered with the Luxembourg trade and
companies register under number B.60.086 (ENEL S.A.and together with ENEL, the Obligorsand
each an Obligor);(3)
    
    JPMORGAN CHASE BANK, N.A.of Trinity Tower, 9 Thomas More Street, London, E1W 1YT (the
Principal Paying Agent, which expression shall include any successor principal paying agent
appointed under clause 24);(4)
    
    JPMORGAN CHASE BANK, N.A.of 4 New York Plaza, New York, NY 10004 (the Registrar, which
expression shall include any successor registrar appointed under clause 24);(5)
    
    DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITEDof Guild House, Guild Street,
IFSC, Dublin 1, Ireland (together with the Principal Paying Agent and the Registrar, the
Paying Agents, which expression shall include any additional or successor paying agent
appointed under clause 24 and Paying Agentshall mean any of the Paying Agents);(6)
    
    JPMORGAN CHASE BANK, N.A.of Trinity Tower, 9 Thomas More Street, London E1W 1YT and DEUTSCHE
INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITEDof Guild House, Guild Street, IFSC, Dublin
1, Ireland (together with the Registrar, the Transfer Agents, which expression shall include
any additional or successor transfer agent appointed under clause 24 and Transfer Agentshall
mean any of the Transfer Agents); and(7)
    
    JPMORGAN CHASE BANK, N.A.of 4 New York Plaza, New York, NY 10004 (the Exchange Agent, which
expression shall include any successor exchange agent appointed under clause 24).
 WHEREAS
 (A)
    
    ENEL, ENEL S.A., JPMorgan Chase Bank, N.A. and Deutsche International Corporate Services
(Ireland) Limited, entered into an amended and restated Agency Agreement dated 8 November 2005
(the Original Agency Agreement) in respect of a 10,000,000,000 Global Medium Term Note
Programme (the Programme).(B)
    
    The parties hereto wish to record that from the date hereof the aggregate nominal amount of
the Programme shall be increased from 10,000,000,000 to 25,000,000,000.(C)
    
    The parties hereto wish to amend and restate the Original Agency Agreement. Any Notes issued
under the Programme on or after the date hereof (other than any such Notes issued so as to be
consolidated and form a single series with any Notes issued prior to the date hereof) shall be
issued
 1




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pursuant to this Agreement. This does not affect any Notes issued under the Programme
prior to the date of this Agreement.
 IT IS AGREED
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    In this Agreement:Agentmeans each of the Paying Agents, the Transfer Agents and the Exchange Agent;Bearer Notesmeans those of the Notes which are in bearer form;Calculation Agency Agreementin relation to any Series of Notes means an agreement in
or substantially in the form of Schedule 1;Calculation Agentmeans, in relation to the Notes of any Series, the person appointed
as calculation agent in relation to the Notes by the relevant Issuer pursuant to the
provisions of a Calculation Agency Agreement (or any other agreement) and shall include any
successor calculation agent appointed in respect of the Notes;CGNmeans a Temporary Bearer Global Note in the form set out in Part 1 of Schedule 6 or
a Permanent Bearer Global Note in the form set out in Part 2 of Schedule 6, in either case
where the applicable Final Terms specifies that the Notes are in CGN form;Clearstream, Luxembourgmeans Clearstream Banking, société anonyme;Conditionsmeans, in relation to the Notes of any Series, the terms and conditions
endorsed on or incorporated by reference into the Note or Notes constituting the Series, the
terms and conditions being in or substantially in the form set out in Schedule 2 or in such
other form, having regard to the terms of the Notes of the relevant Series, as may be agreed
between the relevant Issuer, the Principal Paying Agent and the relevant Dealer as modified
and supplemented by the applicable Final Terms;Couponmeans an interest coupon appertaining to a Definitive Bearer Note (other than a
Zero Coupon Note), the coupon being:
 (a)
    
    if appertaining to a Fixed Rate Note, in the form or substantially in the form
set out in Part 5 Part A of Schedule 6 or in such other form, having regard to the
terms of issue of the Notes of the relevant Series, as may be agreed between the
relevant Issuer, the Principal Paying Agent and the relevant Dealer; or(b)
    
    if appertaining to a Floating Rate Note or an Index Linked Interest Note or a
Dual Currency Interest Note, in the form or substantially in the form set out in Part 5
Part B of Schedule 6 or in such other form, having regard to the terms of issue of the
Notes of the relevant Series, as may be agreed between the relevant Issuer, the
Principal Paying Agent and the relevant Dealer; or(c)
    
    if appertaining to a Definitive Bearer Note which is neither a Fixed Rate Note
nor a Floating Rate Note nor an Index Linked Interest Note nor a Dual Currency Interest
Note, in such form as may be agreed between the relevant Issuer, the Principal Paying
Agent and the relevant Dealer,
 and includes, where applicable, the Talon(s) appertaining to the relevant Note and any
replacements for Coupons and Talons issued pursuant to Condition 11;
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Couponholdersmeans the several persons who are for the time being holders of the
Coupons and shall, unless the context otherwise requires, include the holders of Talons;Deed Pollmeans the deed poll dated 8 November 2005, substantially in the form set out
in Schedule 7, executed as a deed by the Obligors in favour of the holders of the Rule 144A
Notes or any beneficial interest in the Rule 144A Notes or any prospective purchasers of the
Rule 144A Notes designated by any holder or beneficial owner of the Rule 144A Notes;Deed of Covenantmeans each Deed of Covenant dated 8 November 2005, substantially in
the form set out in Schedule 3 of this Agreement, executed by the relevant Issuer;Definitive Bearer Notemeans a Bearer Note in definitive form issued or, as the case
may require, to be issued by the relevant Issuer in accordance with the provisions of the
Programme Agreement or any other agreement between the relevant Issuer and the relevant
Dealer in exchange for all or part of a Global Note in bearer form, the Definitive Bearer
Note being in or substantially in the form set out in Part 4 of Schedule 6 with such
modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying
Agent and the relevant Dealer and having the Conditions endorsed on it or, if permitted by
the relevant authority or authorities and agreed by the relevant Issuer and the relevant
Dealer, incorporated in it by reference and having the applicable Final Terms (or the
relevant provisions of the applicable Final Terms) either incorporated in it or endorsed on
it and (except in the case of a Zero Coupon Note) having Coupons and, where appropriate,
Receipts and/or Talons attached to it on issue;Definitive Notesmeans Definitive Bearer Notes and/or, as the context may require,
Definitive Registered Notes;Definitive Registered Notemeans a Registered Note in definitive form issued or, as the
case may require, to be issued by the relevant Issuer in accordance with the provisions of
the Programme Agreement or any other agreement between the relevant Issuer and the relevant
Dealer either on issue or in exchange for all or part of a Registered Global Note, the
Registered Note in definitive form being in or substantially in the form set out in Part 8
of Schedule 6 with such modifications (if any) as may be agreed between the relevant Issuer,
the Principal Paying Agent and the relevant Dealer and having the Conditions endorsed on it
or attached to it or, if permitted by the relevant authority or authorities and agreed by
the relevant Issuer and the relevant Dealer, incorporated in it by reference and having the
applicable Final Terms (or the relevant provisions of the applicable Final Terms) either
incorporated in it or endorsed on it or attached to it;Distribution Compliance Periodhas the meaning given to that term in Regulation S under
the Securities Act;DTCmeans The Depository Trust Company;Dual Currency Interest Notemeans a Note in respect of which payments of interest are
made or to be made in such different currencies, and at rates of exchange calculated upon
such basis or bases, as the relevant Issuer and the relevant Dealer may agree, as indicated
in the applicable Final Terms;Dual Currency Notemeans a Dual Currency Interest Note and/or a Dual Currency
Redemption Note, as applicable;Dual Currency Redemption Notemeans a Note in respect of which payments of principal
are made or to be made in such different currencies, and at rates of exchange calculated
upon such basis or bases, as the relevant Issuer and the relevant Dealer may agree, as
indicated in the applicable Final Terms;
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Euroclearmeans Euroclear Bank S.A./N.V.;Eurosystem-eligible NGNmeans an NGN which is intended to be held in a manner which
would allow Eurosystem eligibility, as stated in the applicable Final Terms;Fixed Rate Notemeans a Note on which interest is calculated at a fixed rate payable in
arrear on one or more Interest Payment Dates in each year as may be agreed between the
relevant Issuer and the relevant Dealer, as indicated in the applicable Final Terms;Floating Rate Notemeans a Note on which interest is calculated at a floating rate,
payable in arrear on one or more Interest Payment Dates in each year as may be agreed
between the relevant Issuer and the relevant Dealer, as indicated in the applicable Final
Terms;Global Notemeans a Temporary Bearer Global Note and/or a Permanent Bearer Global Note
and/or a Regulation S Global Note and/or a Rule 144A Global Note, as the context may
require;Guaranteemeans the deed of guarantee dated 8 November 2005, substantially in the form
set out in Schedule 3 Part 2, executed by ENEL pursuant to which ENEL has unconditionally
and irrevocably guaranteed the due and punctual payment of all amounts due in respect of any
Note, Receipt or Coupon issued by ENEL S.A. and under the Deed of Covenant executed by ENEL
S.A.;Guarantormeans ENEL in such capacity pursuant to the Guarantee. Reference herein to
the Guarantor is only relevant where the relevant Issuer is ENEL S.A.;Index Linked Interest Notemeans a Note in respect of which the amount in respect of
interest payable is calculated by reference to an index and/or a formula as the relevant
Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms;Index Linked Notemeans an Index Linked Interest Note and/or an Index Linked Redemption
Note, as applicable;Index Linked Redemption Notemeans a Note in respect of which the amount in respect of
principal payable is calculated by reference to an index and/or a formula as the relevant
Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms;Interest Commencement Datemeans, in the case of interest-bearing Notes, the date
specified in the applicable Final Terms from and including which the Notes bear interest,
which may or may not be the Issue Date;Issue Datemeans, in respect of any Note, the date of issue and purchase of the Note
under clause 2 of the Programme Agreement or any other agreement between the relevant Issuer
and the relevant Dealer being, in the case of any Definitive Note represented initially by a
Global Note, the same date as the date of issue of the Global Note which initially
represented the Note;Issue Pricemeans the price, generally expressed as a percentage of the nominal amount
of the Notes, at which the Notes will be issued;Issuermeans each of ENEL and ENEL S.A. (together, the Issuersand each an Issuer) and
references in this Agreement to the relevant Issuershall, in relation to any Tranche of
such Notes be construed as references to the Issuer which is, or is intended to be, the
Issuer of such Notes as indicated in the applicable Final Terms;Luxembourgmeans the Grand Duchy of Luxembourg;
 4




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NGNmeans a Temporary Bearer Global Note in the form set out in Part 1 of Schedule 6 or
a Permanent Bearer Global Note in the form set out in Part 2 of Schedule 6, in either case
where the applicable Final Terms specifies that the Notes are in NGN form;Noteholdersmeans the several persons who are for the time being the bearers of Bearer
Notes and the registered holders of Registered Notes save that, in respect of the Notes of
any Series, (i) for so long as the Notes or any part of them are represented by a Bearer
Global Note held on behalf of Euroclear and Clearstream, Luxembourg each person (other than
Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of
Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of the
Notes of the Series (in which regard any certificate or other document issued by Euroclear
or Clearstream, Luxembourg as to the nominal amount of the Notes standing to the account of
any person shall be conclusive and binding for all purposes save in the case of manifest
error) shall be deemed to be the holder of that nominal amount of Notes (and the bearer of
the relevant Global Note shall be deemed not to be the holder) for all purposes other than
with respect to the payment of principal or interest on the Notes, for which purpose the
bearer of the relevant Global Note shall be treated by the relevant Issuer, and any Agent as
the holder of the Notes in accordance with and subject to the terms of the relevant Global
Note and (ii) so long as DTC or its nominee is the registered owner or holder of a
Registered Global Note, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the Notes represented by such Registered Global Note for all purposes
under the Agency Agreement and the Notes except to the extent that in accordance with DTCs
published rules and procedures any ownership rights may be exercised by its participants or
beneficial owners through participants and, in each case, the expressions Noteholder, holder
of Notesand related expressions shall be construed accordingly;outstandingmeans, in relation to the Notes of any Series, all the Notes issued other
than:
 (a)
    
    those Notes which have been redeemed and cancelled pursuant to the Conditions;(b)
    
    those Notes in respect of which the date for redemption in accordance with the
Conditions has occurred and the redemption moneys (including all interest (if any)
accrued to the date for redemption and any interest (if any) payable under the
Conditions after that date) have been duly paid to or to the order of the Principal
Paying Agent in the manner provided in this Agreement (and where appropriate notice to
that effect has been given to the Noteholders in accordance with the Conditions) and
remain available for payment of the relevant Notes and/or Receipts and/or Coupons;(c)
    
    those Notes which have been purchased and cancelled in accordance with the
Conditions;(d)
    
    those Notes in respect of which claims have become prescribed under the
Conditions;(e)
    
    those mutilated or defaced Notes which have been surrendered and cancelled and
in respect of which replacements have been issued under the Conditions;(f)
    
    (for the purpose only of ascertaining the nominal amount of the Notes
outstanding and without prejudice to the status for any other purpose of the relevant
Notes) those Notes which are alleged to have been lost, stolen or destroyed and in
respect of which replacements have been issued under the Conditions;(g)
    
    any Temporary Bearer Global Note to the extent that it has been exchanged for
Definitive Bearer Notes or a Permanent Bearer Global Note and any Permanent Bearer
Global Note to the extent that it has been exchanged for Definitive Bearer Notes in
each case under its provisions;
 5




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(h)
    
    those Rule 144A Notes which have been exchanged for Regulation S Notes and
those Regulation S Notes which have been exchanged for Rule 144A Notes, in each case
under the Conditions and this Agreement; and(i)
    
    any Registered Global Note to the extent that it has been exchanged for
Definitive Registered Notes and any Definitive Registered Note to the extent it has
been exchanged for an interest in a Registered Global Note,
 provided that for the purpose of:
 (i)
    
    attending and voting at any meeting of the Noteholders of the Series; and(ii)
    
    determining how many and which Notes of the Series are for the time being
outstanding for the purposes of Condition 15 and paragraphs 2 and 5 of Part 1 of
Schedule 5 and paragraphs 2, 5 and 6 of Part 2 of Schedule 5,
 those Notes (if any) which are for the time being held by or for the benefit of the
relevant Issuer or the Guarantor or any Subsidiary of the relevant Issuer or the Guarantor
shall (unless and until ceasing to be so held) be deemed not to remain outstanding;Permanent Bearer Global Notemeans a global note in the form or substantially in the
form set out in Part 2 of Schedule 6 together with the copy of the applicable Final Terms
attached to it with such modifications (if any) as may be agreed between the relevant
Issuer, the Principal Paying Agent and the relevant Dealer, comprising some or all of the
Bearer Notes of the same Series issued by the relevant Issuer under the Programme Agreement
or any other agreement between the relevant Issuer and the relevant Dealer;Programme Agreementmeans the amended and restated programme agreement dated 4 May 2007
between the Obligors and the Dealers named in it;Put Noticemeans a notice in the form set out in Schedule 4;Receiptmeans a receipt attached on issue to a Definitive Bearer Note redeemable in
instalments for the payment of an instalment of principal, the receipt being in or
substantially in the form set out in Part 6 of Schedule 6 or in such other form as may be
agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer and
includes any replacements for Receipts issued pursuant to Condition 11;Receiptholdersmeans the persons who are for the time being holders of the Receipts;Reference Banksmeans, in the case of a determination of LIBOR, the principal London
office of four major banks in the London inter-bank market and, in the case of a
determination of EURIBOR, the principal Euro-zone office of four major banks in the
Euro-zone inter-bank market, in each case selected by the Principal Paying Agent or as
specified in the applicable Final Terms;Registered Global Notemeans a Regulation S Global Note or a Rule 144A Global Note;Registered Notesmeans those of the Notes which are in registered form;Regulation Smeans Regulation S under the Securities Act;Regulation S Global Notemeans a Registered Global Note in or substantially in the form
set out in Part 3 of Schedule 6 together with the copy of the applicable Final Terms
attached to it with such modifications (if any) as may be agreed between the relevant
Issuer, the Principal Paying Agent and
 6




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##### 



the relevant Dealer, comprising some or all of the Registered Notes of the same Series
issued by the relevant Issuer outside the United States in reliance on Regulation S under
the Programme Agreement or any other agreement between the relevant Issuer and the relevant
Dealer;Rule 144A Global Notemeans a Registered Global Note in or substantially in the form
set out in Part 3 of Schedule 6 together with the copy of the applicable Final Terms
attached to it with such modifications (if any) as may be agreed between the relevant
Issuer, the Principal Paying Agent and the relevant Dealer, comprising some or all of the
Registered Notes of the same series issued by the relevant Issuer to QIBs in reliance on
Rule 144A under the Programme Agreement or any other agreement between the relevant Issuer
and the relevant Dealer;Seriesmeans a Tranche of Notes together with any further Tranche or Tranches of Notes
which are (a) expressed to be consolidated and form a single series and (b) identical in all
respects (including as to listing) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices and the expressions Notes of the relevant Seriesand
holders of Notes of the relevant Seriesand related expressions shall be construed
accordingly;Specified Timemeans 11.00 a.m. (London time, in the case of a determination of LIBOR,
or Brussels time, in the case of a determination of EURIBOR);Subsidiarymeans any entity which is a subsidiary within the meaning of Section 736 of
the Companies Act 1985;Talonmeans a talon attached on issue to a Definitive Bearer Note (other than a Zero
Coupon Note) which is exchangeable in accordance with its provisions for further Coupons
appertaining to the Note, the talon being in or substantially in the form set out in Part 7
of Schedule 6 or in such other form as may be agreed between the relevant Issuer, the
Principal Paying Agent and the relevant Dealer and includes any replacements for Talons
issued pursuant to Condition 11;Temporary Bearer Global Notemeans a global note in the form or substantially in the
form set out in Part 1 of Schedule 6 together with the copy of the applicable Final Terms
attached to it with such modifications (if any) as may be agreed between the relevant
Issuer, the Principal Paying Agent and the relevant Dealer, comprising some or all of the
Bearer Notes of the same Series issued by the relevant Issuer under the Programme Agreement
or any other agreement between the relevant Issuer and the relevant Dealer;Tranchemeans Notes which are identical in all respects (including as to listing);
Transfer Certificatemeans a certificate in the form set out in Schedule 8; and
Zero Coupon Notemeans a Note on which no interest is payable.1.2
    
    (a)   In this Agreement, unless the contrary intention appears, a reference to:
 (i)
    
    an amendmentincludes a supplement, restatement or novation and
amendedis to be construed accordingly;(ii)
    
    a personincludes any individual, company, unincorporated
association, government, state agency, international organisation or other
entity;(iii)
    
    the recordsof Euroclear and Clearstream, Luxembourg shall be to
the records that each of Euroclear and Clearstream, Luxembourg holds for its
customers which reflect the amount of such customers interest in the Notes;
 7




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##### 



(iv)
    
    a provision of a law is a reference to that provision as
extended, amended or re-enacted;(v)
    
    a clause or schedule is a reference to a clause of, or a schedule
to, this Agreement;(vi)
    
    a person includes its successors and assigns;(vii)
    
    a document is a reference to that document as amended from time to time; and(viii)
    
    a time of day is a reference to London time;
 (b)
    
    The headings in this Agreement do not affect its interpretation;(c)
    
    Terms and expressions defined in the Programme Agreement or the Notes or used
in the applicable Final Terms shall have the same meanings in this Agreement, except
where the context otherwise requires or unless otherwise stated;(d)
    
    All references in this Agreement to costs or charges or expenses shall include
any value added tax or similar tax charged or chargeable in respect thereof;(e)
    
    All references in this Agreement to Notes shall, unless the context otherwise
requires, include any Global Note representing the Notes;(f)
    
    All references in this Agreement to principal and/or interest or both in
respect of the Notes or to any moneys payable by the relevant Issuer under this
Agreement shall be construed in accordance with Condition 6;(g)
    
    All references in this Agreement to the relevant currencyshall be construed as
references to the currency in which payments in respect of the relevant Notes and/or
Coupons are to be made;(h)
    
    All references in this Agreement to Euroclear and/or Clearstream, Luxembourg
and/or DTC shall, whenever the context so permits, be deemed to include a reference to
any additional or alternative clearing system approved by the relevant Issuer and the
Principal Paying Agent or as otherwise specified in the applicable Final Terms; and(i)
    
    All references in this Agreement to a Directive include any relevant
implementing measure of each Member State of the European Economic Area which has
implemented such Directive.
 1.3
    
    For the purposes of this Agreement, the Notes of each Series shall form a separate series of
Notes and the provisions of this Agreement shall apply mutatis mutandisseparately and
independently to the Notes of each Series and in this Agreement the expressions Notes,
Noteholders, Receipts, Receiptholders, Coupons, Couponholders, Talonsand related expressions
shall be construed accordingly.1.4
    
    As used herein, in relation to any Notes which are to have a listing or be listed (a) on
the Irish Stock Exchange Limited (the Irish Stock Exchange), listingand listedshall be
construed to mean that such Notes have been admitted to the Official List and
trading on its regulated market and (b) on any other Stock Exchange within the European
Economic Area, listingand listedshall be construed to mean that Notes have been admitted to
trading on a market within that jurisdiction which is a regulated market for the purposes of
the Investment Services Directive (Directive 93/22/EEC).
 8




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##### 



2.
    
    APPOINTMENT OF AGENTS2.1
    
    The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as
agent of each Issuer and the Guarantor, upon the terms and subject to the conditions set out
below, for the following purposes:
 (a)
    
    completing, authenticating and delivering Temporary Bearer Global Notes and
Permanent Bearer Global Notes and (if required) authenticating and delivering
Definitive Bearer Notes;(b)
    
    giving effectuation instructions in respect of each Bearer Global Note which is
a Eurosystem-eligible NGN;(c)
    
    exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or
Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary
Bearer Global Notes and, in respect of any such exchange, (i) making all notations on
Bearer Global Notes which are CGNs as required by their terms and (ii) instructing
Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in
respect of all Bearer Global Notes which are NGNs;(d)
    
    exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in
accordance with the terms of Permanent Bearer Global Notes and, in respect of any such
exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs
required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to
make appropriate entries in their records in respect of all Permanent Bearer Global
Notes which are NGNs;(e)
    
    paying sums due on Global Notes in bearer form, Definitive Bearer Notes,
Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make
appropriate entries in their records in respect of all Bearer Global Notes which are
NGNs;(f)
    
    exchanging Talons for Coupons in accordance with the Conditions;(g)
    
    determining the end of the Distribution Compliance Period applicable to each
Tranche in accordance with clause 5;(h)
    
    unless otherwise specified in the applicable Final Terms, determining the
interest and/or other amounts payable in respect of the Notes in accordance with the
Conditions;(i)
    
    arranging on behalf of and at the expense of the relevant Issuer and/or the
Guarantor for notices to be communicated to the Noteholders in accordance with the
Conditions;(j)
    
    ensuring that, as directed by the relevant Issuer, all necessary action is
taken to comply with any reporting requirements of any competent authority in respect
of any relevant currency as may be in force from time to time with respect to the Notes
to be issued under the Programme;(k)
    
    subject to the Procedures Memorandum, submitting to the relevant authority or
authorities such number of copies of each Final Terms which relates to Notes which are
to be listed as the relevant authority or authorities may require;(l)
    
    acting as Calculation Agent in respect of Notes where named as such in the
applicable Final Terms; and(m)
    
    performing all other obligations and duties imposed upon it by the Conditions,
this Agreement and the Procedures Memorandum.
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2.2
    
    Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each
Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the
purposes of paying sums due on any Notes, Receipts and Coupons and performing all other
obligations and duties imposed upon it by the Conditions and this Agreement.2.3
    
    Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of
each Issuer and the Guarantor, upon the terms and subject to the conditions set out below for
the purposes of effecting transfers of Definitive Registered Notes and performing all the
other obligations and duties imposed upon it by the Conditions and this Agreement.2.4
    
    The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of
each Issuer and the Guarantor, upon and subject to the terms and conditions set out below for
the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and
performing all other obligations and duties imposed upon it by the Conditions and this
Agreement.2.5
    
    The Registrar is appointed, and the Registrar agrees to act, as registrar of each Issuer and
the Guarantor, upon the terms and subject to the conditions set out below, for the following
purposes:
 (a)
    
    completing, authenticating and delivering Regulation S Global Notes and Rule
144A Global Notes and authenticating and delivering Definitive Registered Notes;(b)
    
    paying sums due on Registered Notes; and(c)
    
    performing all the other obligations and duties imposed upon it by the
Conditions, this Agreement and the Procedures Memorandum, including, without
limitation, those set out in clause 10.
 The Registrar may from time to time, subject to the prior written consent of ENEL,
delegate certain of its functions and duties set out in this Agreement to the Principal
Paying Agent.2.6
    
    In relation to each issue of Eurosystem-eligible NGNs, the Issuer hereby authorises and
instructs the Principal Paying Agent to elect Clearstream, Luxembourg as common safekeeper.
From time to time, the Issuer and the Principal Paying Agent may agree to vary this election.
The Issuer acknowledges that any such election is subject to the right of Euroclear and
Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in
relation to any such issue and agrees that no liability shall attach to the Principal Paying
Agent in respect of any such election made by it.2.7
    
    The obligations of the Agents under this Agreement are several and not joint.3.
    
    ISSUE OF GLOBAL NOTES3.1
    
    Subject to clause 3.2, following receipt of a faxed copy of the applicable Final Terms signed
by the relevant Issuer, the relevant Issuer authorises the Principal Paying Agent and the
Registrar and the Principal Paying Agent and the Registrar agree, to take the steps required
of them in the Procedures Memorandum. For this purpose the Principal Paying Agent or, as the
case may be, the Registrar will on behalf of the relevant Issuer:
 (a)
    
    (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global
Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global
Note or (in the case of the Registrar) (if so specified in the applicable Final Terms)
a Regulation S Global Note and/or a Rule 144A Global Note, by attaching a copy of the
applicable Final Terms to a copy of the signed master Global Note;
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(b)
    
    authenticate (or procure the authentication of) the relevant Global Notes;(c)
    
    (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global
Note and/or Permanent Bearer Global Note to the specified common depositary (if the
Bearer Global Note is a CGN) or specified common safekeeper (if the Bearer Global Note
is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Bearer Global
Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to
effectuate the same;(d)
    
    (in the case of the Registrar) deliver:in the case of Registered Global Notes, the Registered Global Notes to a
custodian for DTC against receipt from DTC of confirmation that (i) in the case of
Registered Notes issued on a non-syndicated basis, that Registered Notes represented
by the Registered Global Notes have been credited to the relevant Dealers
participant account (or the participant account of the DTC participant through which
the relevant Dealer is acting) and (ii) in the case of Registered Notes issued on a
syndicated basis, that Registered Notes represented by the Registered Global Note are
held to the relevant Issuers order;(e)
    
    ensure that the Notes of each Tranche are assigned, as applicable, security
numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and
ISINs) which are different from the security numbers assigned to Notes of any other
Tranche of the same Series until at least expiry of the Distribution Compliance Period
in respect of the Tranche; and(f)
    
    (in the case of the Principal Paying Agent) if the Temporary Bearer Global Note
is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate
entries in their records to reflect the initial outstanding aggregate principal amount
of the relevant Tranche of Notes.
 3.2
    
    For the purpose of clause 3.1, the Principal Paying Agent will on behalf of the relevant
Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will
represent the Notes on issue:
 (a)
    
    in the case of the first Tranche of any Series of Notes, prepare a Permanent
Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the
master Permanent Bearer Global Note;(b)
    
    in the case of the first Tranche of any Series of Notes, authenticate the
Permanent Bearer Global Note;(c)
    
    in the case of the first Tranche of any Series of Notes, deliver the Permanent
Global Note to the specified common depositary (if the Permanent Bearer Global Note is
a CGN) or specified common safekeeper (if the Permanent Bearer Global Notes is a NGN)
for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer
Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to
effectuate the same;(d)
    
    if the Permanent Bearer Global Note is a NGN, instruct Euroclear and
Clearstream, Luxembourg to make the appropriate entries in their records to reflect the
initial outstanding aggregate principal amount of the relevant Tranche of Notes;(e)
    
    in the case of a subsequent Tranche of any Series of Notes deliver the
applicable Final Terms to the specified common depositary or common safekeeper, as the
case may be, for attachment to the Permanent Bearer Global Note and, in the case where
the Permanent
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Global Note is a CGN, make all appropriate entries on the relevant Schedule to the
Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the
case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and
Clearstream, Luxembourg to make the appropriate entries in their records to reflect
the increased outstanding aggregate principal amount of the relevant Series; and(f)
    
    ensure that the Notes of each Tranche are assigned, as applicable, security
numbers (including, but not limited to, common codes and ISINs) which are different
from the security numbers assigned to the Notes of any other Tranche of the same Series
until at least the expiry of the Distribution Compliance Period in respect of the
Tranche.
 3.3
    
    Each of the Principal Paying Agent and the Registrar shall only be required to perform its
obligations under this clause 3 if it holds (as applicable):
 (a)
    
    a master Temporary Bearer Global Note and a master Permanent Bearer Global
Note, each duly executed by a person or persons (which, in the case of ENEL S.A., shall
be any two members of the board of directors of ENEL S.A. which are in office on the
date on which the relevant Notes are issued) duly authorised to execute the same on
behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the
purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes,
respectively, in accordance with subclause 3.1(a) and clause 4;(b)
    
    a master Regulation S Global Note and a master Rule 144A Global Note, each duly
executed by a person or persons (which, in the case of ENEL S.A., shall be any two
members of the board of directors of ENEL S.A. which are in office on the date on which
the relevant Notes are issued) duly authorised to execute the same on behalf of the
relevant Issuer, which may be used by the Registrar for the purpose of preparing
Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with
subclause 3.1(a); and(c)
    
    signed copies of the applicable Final Terms.
 3.4
    
    The Issuer undertakes to ensure that the Principal Paying Agent and the Registrar, as the
case may be, receives copies of each document specified in subclause 3.3 in a timely manner.
 3.5
    
    Where the Principal Paying Agent delivers any authenticated Global Note to a common
safekeeper for effectuation using electronic means, it is authorised and instructed to destroy
the Global Note retained by it following its receipt of confirmation from the common
safekeeper that the relevant Global Note has been effectuated.
 4.
    
    EXCHANGE OF GLOBAL NOTES
 4.1
    
    The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global
Note in accordance with its terms. Immediately after determining any Exchange Date, the
Principal Paying Agent shall notify its determination to the relevant Issuer, the Guarantor,
the relevant Dealer, Euroclear and Clearstream, Luxembourg.
 4.2
    
    Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note,
the Principal Paying Agent is authorised by the relevant Issuer and instructed:
 (a)
    
    in the case of the first Tranche of any Series of Bearer Notes, to prepare and
complete a Permanent Bearer Global Note in accordance with the terms of the Temporary
Bearer Global Note applicable to the Tranche by attaching a copy of the applicable
Final Terms to a copy of the master Permanent Bearer Global Note;
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(b)
    
    in the case of the first Tranche of any Series of Bearer Notes, to authenticate
the Permanent Bearer Global Note;(c)
    
    in the case of the first Tranche of any Series of Bearer Notes if the Permanent
Bearer Global Note is a CGN, to deliver the Permanent Bearer Global Note to the common
depositary which is holding the Temporary Bearer Global Note representing the Tranche
for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on
behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;(d)
    
    in the case of the first Tranche of any Series of Notes if the Permanent Bearer
Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common
safekeeper which is holding the Temporary Bearer Global Note representing the Tranche
for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate
(in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and
to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global
Note;(e)
    
    in the case of a subsequent Tranche of any Series of Notes if the Permanent
Bearer Global Notes is a CGN, to attach a copy of the applicable Final Terms to the
Permanent Bearer Global Note applicable to the relevant Series and to enter details of
any exchange in whole or part; and(f)
    
    in the case of a subseqent Tranche of any Series of Notes if the Permanent
Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified
common safekeeper for attachment to the Permanent Bearer Global Note applicable to the
relevant Series.
 4.3
    
    Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the
Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant
Issuer and instructed:
 (a)
    
    to authenticate the Definitive Note(s) in accordance with the provisions of
this Agreement; and(b)
    
    to deliver the Definitive Note(s) (in the case of Definitive Bearer Notes) to
or to the order of Euroclear and/or Clearstream, Luxembourg and, in the case of
Definitive Registered Notes, as the Registrar may be directed by the holder of the
Definitive Registered Notes.
 4.4
    
    Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an
interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an
interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive
Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note
shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect
the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where
applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the
Principal Paying Agent to reflect the increase in its nominal amount as a result of any
exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer
Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records to reflect such exchange. Until exchanged in full, the holder of an
interest in any Bearer Global Note shall in all respects be entitled to the same benefits
under this Agreement as the holder of Definitive Bearer Notes, Receipts and Coupons
authenticated and delivered under this Agreement, subject as set out in the Conditions. The
Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in
the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the
endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount
represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent
Bearer Global Note to reflect any increase in the nominal amount represented by it and, in
either case, to sign in the relevant space on the
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relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the
case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream to make
appropriate entries in their records to reflect such exchange and (c) in the case of a total
exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.4.5
    
    Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest
in a Regulation S Global Note or vice versaor upon exchange of an interest in a Registered
Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global
Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase
(as the case may be) in its/their nominal amount by the Registrar or on its behalf. The
Registrar is authorised on behalf of the relevant Issuer (a) to endorse or to arrange for the
endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as
the case may be) in the nominal amount represented by it or them and, in either case, to sign
in the relevant space on the relevant Registered Global Note recording the exchange and
reduction or increase, (b) to make all appropriate entries in the Register, (c) in the case of
a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global
Note and (d) where ENEL S.A. is the relevant Issuer, to inform ENEL S.A. forthwith of any
change made to the entries in order to enable ENEL S.A. to keep an up-to-date copy of the
Register at its registered office. For the avoidance of doubt and where ENEL S.A. is the
relevant Issuer, in the case of any discrepancy between the information set forth in the
Register held by the Registrar and the copy of the Register held by the Issuer at its
registered office, the information set forth in the copy of the Register held by the Issuer at
its registered office shall prevail for Luxembourg law purposes.4.6
    
    The Principal Paying Agent or, the Registrar, as the case may be, shall (i) notify the
relevant Issuer immediately after it receives a request for the issue of Definitive Notes in
accordance with the provisions of a Global Note and the aggregate nominal amount of the Global
Note to be exchanged and (ii) where ENEL S.A. is the relevant Issuer, inform ENEL S.A.
forthwith of any change made to the entries in order to enable ENEL S.A. to keep an up-to-date
copy of the Register at its registered office. For the avoidance of doubt and where ENEL S.A.
is the relevant Issuer, in the case of any discrepancy between the information set forth in
the Register held by the Registrar and the copy of the Register held by the Issuer at its
registered office, the information set forth in the copy of the Register held by the Issuer at
its registered office shall prevail for Luxembourg law purposes.4.7
    
    The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar
sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes)
if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying
Agent and the Registrar to comply with its obligations under this Agreement.5.
    
    DETERMINATION OF END OF DISTRIBUTION COMPLIANCE PERIOD5.1
    
    In the case of a Tranche in respect of which there is only one Dealer, the Principal Paying
Agent will determine the end of the Distribution Compliance Period in respect of the Tranche
as being the fortieth day following the date determined and certified by the relevant Dealer
to the Principal Paying Agent as being the date on which distribution of the Notes of that
Tranche was completed.5.2
    
    In the case of a Tranche in respect of which there is more than one Dealer but which is not
issued on a syndicated basis, the Principal Paying Agent will determine the end of the
Distribution Compliance Period in respect of the Tranche as being the fortieth day following
the last of the dates determined and certified by all the relevant Dealers to the Principal
Paying Agent as being the respective dates on which distribution of the Notes of that Tranche
purchased by each Dealer was completed.5.3
    
    In the case of a Tranche issued on a syndicated basis, the Principal Paying Agent will
determine the end of the Distribution Compliance Period in respect of the Tranche as being the
fortieth day
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following the date determined and certified by the Lead Manager to the Principal Paying
Agent as being the date on which distribution of the Notes of that Tranche was completed.5.4
    
    Immediately after it determines the end of the Distribution Compliance Period in respect of
any Tranche, the Principal Paying Agent shall notify the determination to the relevant Issuer,
the Registrar, Euroclear, Clearstream, Luxembourg, DTC and the relevant Dealer or Lead
Manager, as the case may be.6.
    
    TERMS OF ISSUE6.1
    
    Each of the Principal Paying Agent and the Registrar shall cause all Notes delivered to and
held by it under this Agreement to be maintained in safe custody and shall ensure that such
Notes are issued only in accordance with the provisions of this Agreement, the Conditions and,
where applicable, the relevant Global Notes.6.2
    
    Subject to the procedures set out in the Procedures Memorandum, for the purposes of clause 3,
each of the Principal Paying Agent and the Registrar is entitled to treat a telephone, telex
or facsimile communication from a person purporting to be (and whom the Principal Paying Agent
or the Registrar, as the case may be, believes in good faith to be) the authorised
representative of the relevant Issuer named in the list referred to in, or notified pursuant
to, subclause 22.7, or any other list duly provided for the purpose by the relevant Issuer to
the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions
and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in
accordance with clause 3.6.3
    
    In the event that a person who has signed a master Global Note or master Definitive
Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on
behalf of the relevant Issuer ceases to be authorised as described in subclause 22.7, each of
the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to
the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that
person do not constitute valid and binding obligations of the relevant Issuer or otherwise
until replacements have been provided to the Principal Paying Agent or the Registrar, as the
case may be) continue to have authority to issue Notes signed by that person, and the relevant
Issuer warrants to each of the Principal Paying Agent and the Registrar that those Notes shall
be valid and binding obligations of the relevant Issuer. Promptly upon any person ceasing to
be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement
master Temporary Bearer Global Notes and Permanent Bearer Global Notes and shall provide the
Registrar with replacement master Registered Global Notes and Definitive Registered Notes and
the Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such
replacements, cancel and destroy the master Notes held by them which are signed by that person
and shall provide the relevant Issuer with a certificate of destruction, specifying the master
Notes so cancelled and destroyed.6.4
    
    The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the
notifications, instructions or information to be given by the Principal Paying Agent to
Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the
notifications or information to be given by the Registrar to DTC.
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6.5
    
    If the Principal Paying Agent pays an amount (the Advance) to the relevant Issuer on the
basis that a payment (the Payment) has been or will be received from a Dealer and if the
Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent
pays the relevant Issuer, the relevant Issuer (failing which the Guarantor) shall repay to the
Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed
portion thereof) from (and including) the date the Advance is made to (but excluding) the
earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at
a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance
provided that evidence of the basis of such rate is given to the relevant Issuer. For the
avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the
relevant Issuer if it has not received satisfactory confirmation that it is to receive the
amount from a Dealer.6.6
    
    Except in the case of issues where the Principal Paying Agent does not act as receiving bank
for the relevant Issuer in respect of the purchase price of the Notes being issued, if on the
Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note
(the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying
Agents distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue
Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the
relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer immediately of
the failure of the Dealer to pay the full purchase price due from it in respect of any
Defaulted Note and, subsequently, shall (a) notify the relevant Issuer immediately on receipt
from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the
relevant Issuer the amount so received.7.
    
    PAYMENTS7.1
    
    The relevant Issuer (failing which the Guarantor) will, before 10.00 a.m. (local time in the
relevant financial centre of the payment or, in the case of a payment in euro, London time),
on each date on which any payment in respect of any Note becomes due under the Conditions,
transfer to an account specified by the Principal Paying Agent an amount in the relevant
currency sufficient for the purposes of the payment in funds settled through such payment
system as the Principal Paying Agent and the relevant Issuer may agree.7.2
    
    Any funds paid by or by arrangement with the relevant Issuer to the Principal Paying Agent
under clause 7.1 shall be held in the relevant account referred to in clause 7.1 for payment
to the Noteholders, Receiptholders or Couponholders, as the case may be, until any Notes or
matured Receipts and Coupons become void under Condition 9. In that event the Principal
Paying Agent shall repay to the relevant Issuer or the Guarantor, as the case may be, sums
equivalent to the amounts which would otherwise have been repayable on the relevant Notes,
Receipts or Coupons.7.3
    
    The relevant Issuer (failing which the Guarantor) will ensure that no later than 10.00 a.m.
(London time) on the second Business Day (as defined below) immediately preceding the date on
which any payment is to be made to the Principal Paying Agent under clause 7.1, the Principal
Paying Agent shall receive a payment confirmation by telex from the paying bank of the
relevant Issuer. For the purposes of this subclause, Business Daymeans a day on which
commercial banks and foreign exchange markets settle payments and are open for general
business in Italy, Luxembourg and England.7.4
    
    The Principal Paying Agent shall notify each of the other Paying Agents and the Registrar
immediately:
 (a)
    
    if it has not by the relevant date set out in clause 7.1 received
unconditionally the full amount in the Specified Currency required for the payment; and
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(b)
    
    if it receives unconditionally the full amount of any sum payable in respect of
the Notes, Receipts or Coupons after that date.
 The Principal Paying Agent shall, at the expense of the relevant Issuer (failing which
the Guarantor), immediately on receiving any amount as described in subparagraph (b), cause
notice of that receipt to be published under Condition 14.7.5
    
    The Principal Paying Agent shall ensure that payments of both principal and interest in
respect of a Temporary Bearer Global Note will only be made if certification of non-U.S.
beneficial ownership as required by U.S. Treasury regulations has been received from Euroclear
and/or Clearstream, Luxembourg in accordance with the terms of the Temporary Bearer Global
Note.7.6
    
    Unless it has received notice under subclause 7.4(a), each Paying Agent shall pay or cause to
be paid all amounts due in respect of the Notes on behalf of the relevant Issuer and the
Guarantor in the manner provided in the Conditions. If any payment provided for in clause 7.1
is made late but otherwise in accordance with the provisions of this Agreement, the relevant
Paying Agent shall nevertheless make payments in respect of the Notes as stated above
following receipt by it of such payment.7.7
    
    If for any reason the Principal Paying Agent considers in its sole discretion that the
amounts to be received by it under clause 7.1 will be, or the amounts actually received by it
are, insufficient to satisfy all claims in respect of all payments then falling due in respect
of the Notes, no Paying Agent shall be obliged to pay any such claims until the Principal
Paying Agent has received the full amount of all such payments.7.8
    
    Without prejudice to clauses 7.6 and 7.7, if the Principal Paying Agent pays any amounts to
the holders of Notes, Receipts or Coupons or to any other Paying Agent at a time when it has
not received payment in full in respect of the relevant Notes in accordance with clause 7.1
(the excess of the amounts so paid over the amounts so received being the Shortfall), the
relevant Issuer (failing which the Guarantor) will, in addition to paying amounts due under
clause 7.1, pay to the Principal Paying Agent on demand interest (at a rate which represents
the Principal Paying Agents cost of funding the Shortfall) on the Shortfall (or the
unreimbursed portion thereof) until the receipt in full by the Principal Paying Agent of the
Shortfall as determined by the Principal Paying Agent in its sole discretion.7.9
    
    The Principal Paying Agent shall on demand promptly reimburse each other Paying Agent for
payments in respect of Notes properly made by each Paying Agent in accordance with this
Agreement and the Conditions unless the Principal Paying Agent has notified the relevant
Paying Agent, prior to its opening of business on the due date of a payment in respect of the
Notes, that the Principal Paying Agent does not expect to receive sufficient funds to make
payment of all amounts falling due in respect of the Notes.7.10
    
    Whilst any Notes are represented by Global Notes, all payments due in respect of the Notes
shall be made to, or to the order of, the holder of the Global Notes, subject as provided in
clause 7.11 and subject to and in accordance with the provisions of the Global Notes. On the
occasion of each payment, (i) in the case of a CGN, the Paying Agent to which such Bearer
Global Note was presented for the purpose of making the payment shall cause the appropriate
Schedule to the relevant Bearer Global Note to be annotated so as to evidence the amounts and
dates of the payments of principal and/or interest as applicable or (ii) in the case of any
Bearer Global Note which is a NGN, the Principal Paying Agent shall instruct Euroclear and
Clearstream, Luxmbourg to make appropriate entries in their records to reflect such payment.7.11
    
    The Registrar shall pay to the Exchange Agent, and the Exchange Agent shall receive, all
payments made under any Registered Global Note registered in the name of DTC or its nominee (a
DTC Note)
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which is denominated in a Specified Currency other than U.S. dollars. The Exchange Agent
shall, in accordance with normal DTC practice, be advised in writing, at least 10 days prior
to the date on which any payment in respect of any Note becomes due under the Conditions, by
DTC or its nominee:
 (a)
    
    if any beneficial holder (a Beneficial Holder) of the DTC Note in respect of
which payment is due has elected to receive the payment in U.S. dollars and, if so, the
amount of the payment (expressed in the Specified Currency in which the relevant DTC
Note is denominated) which the Beneficial Holder wishes to receive in U.S. dollars; and(b)
    
    of the payment details for each Beneficial Holder.
 7.12
    
    The Exchange Agent shall enter into a contract on behalf of the relevant Issuer at or before
11.00 a.m. (New York City time) on the second New York Business Day (as defined below)
preceding the applicable payment date and will solicit bid quotations from three recognised
foreign exchange dealers (which may include the Exchange Agent) for the purchase of U.S.
dollars with an amount of the relevant Specified Currency equal to the aggregate amount which
DTC has notified the Exchange Agent that Beneficial Holders wish to receive in U.S. dollars.
In the event that no notification is received from DTC at least 10 days prior to the date on
which any payment in respect of any Note becomes due under the Conditions, the Exchange Agent
shall enter into a contract for the purchase of U.S. dollars in respect of the full amount of
the payment due in respect of the relevant DTC Note. The settlement date for each purchase
shall be the applicable payment date and the Exchange Agent shall enter into a contract for
the purchase of the relevant amount of U.S. dollars on the basis of the most favourable bid
submitted. The Exchange Agent shall, on the relevant payment day:
 (a)
    
    pay all amounts converted into U.S. dollars as stated above to DTC or its
nominee for distribution to the relevant Beneficial Holders; and(b)
    
    pay all the other amounts due which are denominated otherwise than in U.S.
dollars direct to the relevant Beneficial Holders in accordance with the payment
instructions received from DTC or its nominee.
 For the purposes of this subclause, New York Business Daymeans a day (other than a
Saturday or a Sunday) on which foreign exchange markets are open for general business
(including dealing in foreign exchange and foreign currency deposits) in New York City that
is neither a legal holiday nor a day on which banking institutions are authorised or
required by law or regulation to close in the city of New York and (i) with respect to Notes
payable in a Specified Currency other than euro, in the principal financial centre of the
relevant Specified Currency (if other than New York City and which, if the Specified
Currency is Australian or New Zealand dollars, shall be Sydney or Auckland, respectively)
and (ii) with respect to Notes payable in euro, a day on which the TARGET System is open.7.13
    
    In the event that the Exchange Agent is unable to convert the relevant Specified Currency
into U.S. dollars, the entire payment will be made in the relevant Specified Currency in
accordance with the payment instructions received from DTC but only to the extent that the
Exchange Agent has received payment instructions for the Specified Currency from DTC,
following notification by the Exchange Agent to DTC of that fact.7.14
    
    If the amount of principal and/or interest then due for payment is not paid in full
(otherwise than by reason of a deduction required by law to be made or a certification
required by the terms of a Note not being received), (i) the Paying Agent to which a Note,
Receipt or Coupon (as the case may be) is presented for the purpose of making the payment
shall, unless the Note is a NGN, make a record of the shortfall on the relevant Note, Receipt
or Coupon or, in the case of payments of interest on
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Registered Notes, the Registrar shall make a record in the Register and each record shall,
in the absence of manifest error, be prima facieevidence that the payment in question has
not to that extent been made or (ii) in the case of any Bearer Global Note which is a NGN,
the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make
appropriate entries in their records to reflect such a shortfall in payment.8.
    
    DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST DETERMINATION8.1
    
    Determinations and notifications(a)
    
    The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms,
make all the determinations and calculations which it is required to make under the
Conditions, all subject to and in accordance with the Conditions.(b)
    
    The Principal Paying Agent shall not be responsible to the relevant Issuer, the Guarantor or
to any third party as a result of the Principal Paying Agent having acted on any quotation
given by any Reference Bank which subsequently may be found to be incorrect.(c)
    
    The Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant
Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on
a Stock Exchange) the relevant Stock Exchange of each Rate of Interest, Interest Amount and
Interest Payment Date and all other amounts, rates and dates which it is obliged to determine
or calculate under the Conditions as soon as practicable after their determination and of any
subsequent amendments to them under the Conditions but in no event later than the fourth
London Business Day thereafter.(d)
    
    The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest,
Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is
obliged to determine or calculate under the Conditions to be published as required in
accordance with the Conditions as soon as possible after their determination or calculation
but in no event later than the fourth London Business Day thereafter.(e)
    
    If the Principal Paying Agent does not at any time for any reason determine and/or calculate
and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect
of any Interest Period or any other amount, rate or date as provided in this clause, it shall
immediately notify the relevant Issuer, the Guarantor and the other Paying Agents of that
fact.(f)
    
    Determinations with regard to Notes (including, without limitation, Index Linked Notes and
Dual Currency Notes) required to be made by a Calculation Agent specified in the applicable
Final Terms shall be made in the manner so specified. Unless otherwise agreed between the
relevant Issuer, the Guarantor and the relevant Dealer or the Lead Manager, as the case may
be, or unless the Principal Paying Agent is the Calculation Agent (in which case the
provisions of this Agreement shall apply), those determinations shall be made on the basis of
a Calculation Agency Agreement substantially in the form of Schedule 1. Notes of any Series
may specify additional duties and obligations of any Agent, the performance of which will be
agreed between the relevant Issuer, the Guarantor and the relevant Agent prior to the relevant
Issue Date.8.2
    
    Interest determination(a)
    
    Where Screen Rate Determination is specified in the applicable Final Terms as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period
will, subject as provided below, be either:
 (i)
    
    the offered quotation; or
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(ii)
    
    the arithmetic mean (rounded if necessary to the fifth decimal place, with
0.000005 being rounded upwards) of the offered quotations,
 (expressed as a percentage rate per annum), for the Reference Rate which appears or
appear, as the case may be, on the Relevant Screen Page as at the Specified Time on the
Interest Determination Date in question plus or minus (as indicated in the applicable Final
Terms) the Margin (if any), all as determined by the Principal Paying Agent. If five or
more offered quotations are available on the Relevant Screen Page, the highest (or, if there
is more than one highest quotation, one only of those quotations) and the lowest (or, if
there is more than one lowest quotation, one only of those quotations) shall be disregarded
by the Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as
provided above) of the offered quotations.(b)
    
    If the Relevant Screen Page is not available or if, in the case of subclause 8.2(a)(i), no
offered quotation appears or, in the case of subclause 8.2(a)(ii), fewer than three offered
quotations appear, in each case as at the Specified Time, the Principal Paying Agent shall
request each of the Reference Banks to provide the Principal Paying Agent with its offered
quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately
the Specified Time on the Interest Determination Date in question. If two or more of the
Reference Banks provide the Principal Paying Agent with offered quotations, the Rate of
Interest for the Interest Period shall be the arithmetic mean (rounded if necessary to the
fifth decimal place with 0.000005 being rounded upwards) of the offered quotations plus or
minus (as appropriate) the Margin (if any), all as determined by the Principal Paying Agent.(c)
    
    If on any Interest Determination Date one only or none of the Reference Banks provides the
Principal Paying Agent with an offered quotation as provided in the preceding paragraph, the
Rate of Interest for the relevant Interest Period shall be the rate per annum which the
Principal Paying Agent determines as being the arithmetic mean (rounded if necessary to the
fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to
(and at the request of) the Principal Paying Agent by the Reference Banks or any two or more
of them, at which such banks were offered, at approximately the Specified Time on the relevant
Interest Determination Date, deposits in the Specified Currency for a period equal to that
which would have been used for the Reference Rate by leading banks in the London inter-bank
market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference
Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of
the Reference Banks provide the Principal Paying Agent with offered rates, the offered rate
for deposits in the Specified Currency for a period equal to that which would have been used
for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered
rates for deposits in the Specified Currency for a period equal to that which would have been
used for the Reference Rate, at which, at approximately the Specified Time on the relevant
Interest Determination Date, any one or more banks (which bank or banks is or are in the
opinion of the relevant Issuer suitable for the purpose) informs the Principal Paying Agent it
is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR)
or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as
appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined
in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be
determined as at the last preceding Interest Determination Date (though substituting, where a
different Margin is to be applied to the relevant Interest Period from that which applied to
the last preceding Interest Period, the Margin relating to the relevant Interest Period in
place of the Margin relating to that last preceding Interest Period).(d)
    
    If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the
applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect
of the Notes will be determined as provided in the applicable Final Terms.
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9.
    
    NOTICE OF ANY WITHHOLDING OR DEDUCTION9.1
    
    If either the relevant Issuer or the Guarantor is, in respect of any payment, compelled to
withhold or deduct any amount for or on account of taxes, duties, assessments or governmental
charges as specifically contemplated under the Conditions, it shall give notice of that fact
to the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement
to make the withholding or deduction and shall give to the Principal Paying Agent and the
Registrar such information as either of them shall require to enable it to comply with the
requirement.9.2
    
    If any Agent is, in respect of any payment of principal or interest in respect of the Notes,
compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments
or governmental charges as specifically contemplated under the Conditions, other than arising
under subclause 9.1 or by virtue of the relevant holder failing to satisfy any certification
or other requirement in respect of its Notes, it shall give notice of that fact to the
relevant Issuer, the Guarantor and the Principal Paying Agent as soon as it becomes aware of
the compulsion to withhold or deduct.10.
    
    OTHER DUTIES OF THE REGISTRAR10.1
    
    The Registrar shall perform the duties set out in this Agreement and the Conditions and, in
performing those duties, shall act in accordance with the Conditions and this Agreement.10.2
    
    The Registrar shall so long as any Registered Note is outstanding:
 (a)
    
    maintain at its specified office a register (the Register) of the holders of
the Registered Notes which shall show (i) the nominal amount of Notes represented by
each Registered Global Note, (ii) the nominal amounts and the serial numbers of the
Definitive Registered Notes, (iii) the dates of issue of all Registered Notes, (iv) all
subsequent transfers and changes of ownership of Registered Notes, (v) the names and
addresses of the holders of the Registered Notes, (vi) all cancellations of Registered
Notes, whether because of their purchase by the relevant Issuer or the Guarantor,
replacement or otherwise and (vii) all replacements of Registered Notes (subject, where
appropriate, in the case of (vi), to the Registrar having been notified as provided in
this Agreement);(b)
    
    effect exchanges of interests between different Registered Global Notes of the
same Series, and interests in Registered Global Notes for Definitive Registered Notes
and vice versa, in accordance with the Conditions and this Agreement, keep a record of
all exchanges and ensure that the Principal Paying Agent is notified immediately after
any exchange;(c)
    
    register all transfers of Definitive Registered Notes;(d)
    
    make any necessary notations on Registered Global Notes following transfer or
exchange of interests in them;(e)
    
    receive any document in relation to or affecting the title to any of the
Registered Notes including all forms of transfer, forms of exchange, probates, letters
of administration and powers of attorney;(f)
    
    immediately, and in any event within three Business Days (being days when banks
are open for business in the city in which the specified office of the Registrar is
located) of the relevant request (or such longer period as may be required to comply
with any applicable fiscal or other laws or regulations), (i) upon receipt by it of
Definitive Registered Notes for transfer (together with any certifications required by
it including, but not limited to, a Transfer Certificate or (ii) following the
endorsement of a reduction in nominal amount of a
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Registered Global Note for exchange into Definitive Registered Notes, authenticate
and deliver at its specified office to the transferee or (at the risk of the
transferee) send to the address requested by the transferee duly dated and completed
Definitive Registered Notes of a like aggregate nominal amount to the Definitive
Registered Notes transferred and, in the case of the transfer of part only of a
Definitive Registered Note, authenticate and deliver at its specified office to the
transferor or (at the risk of the transferor) send to the address requested by the
transferor a duly dated and completed Definitive Registered Note in respect of the
balance of the Definitive Registered Notes not so transferred;(g)
    
    if appropriate, charge to the holder of a Registered Note presented for
exchange or transfer (i) the costs or expenses (if any) of delivering Registered Notes
issued on exchange or transfer other than by regular uninsured mail and (ii) a sum
sufficient to cover any stamp duty, tax or other governmental charge that may be
imposed in relation to the registration;(h)
    
    maintain proper records of the details of all documents and certifications
(including, but not limited to, certifications in the form of Schedule 8 received by
itself or any other Transfer Agent (subject to receipt of all necessary information
from the other Transfer Agents);(i)
    
    prepare any lists of holders of the Registered Notes required by the relevant
Issuer or the Principal Paying Agent or any person authorised by either of them;(j)
    
    subject to applicable laws and regulations at all reasonable times during
office hours make the Register available to the relevant Issuer or any person
authorised by it or the holder of any Registered Note for inspection and for the taking
of copies or extracts;(k)
    
    comply with the reasonable requests of the relevant Issuer with respect to the
maintenance of the Register and give to the other Agents any information reasonably
required by them for the proper performance of their duties;(l)
    
    comply with the terms of any Transfer Notices; and(m)
    
    where ENEL S.A. is the relevant Issuer, inform ENEL S.A forthwith of any
amendment to the Register.
 10.3
    
    Notwithstanding anything to the contrary in this Agreement, in the event of a partial
redemption of Notes under Condition 7, the Registrar shall not be required, unless so directed
by the relevant Issuer, (a) to register the transfer of Definitive Registered Notes (or parts
of Definitive Registered Notes) or to effect exchanges of interests in Registered Global Notes
for Definitive Registered Notes or vice versaduring the period beginning on the sixty-fifth
day before the date of the partial redemption and ending on the day on which notice is given
specifying the serial numbers of Notes called (in whole or in part) for redemption (both
inclusive) or (b) to register the transfer of any Registered Note (or part of a Registered
Note) called for partial redemption.10.4
    
    Registered Notes shall be dated:
 (a)
    
    in the case of a Registered Note issued on the Issue Date, the Issue Date; or(b)
    
    in the case of a Definitive Registered Note issued in exchange for an interest
in a Registered Global Note, or upon transfer, with the date of registration in the
Register of the exchange or transfer; or(c)
    
    in the case of a Definitive Registered Note issued to the transferor upon
transfer in part of a Registered Note, with the same date as the date of the Registered
Note transferred; or
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(d)
    
    in the case of a Definitive Registered Note issued under Condition 11, with the
same date as the date of the lost, stolen, mutilated, defaced or destroyed Registered
Note in replacement of which it is issued.
 11.
    
    DUTIES OF THE TRANSFER AGENTS11.1
    
    The Transfer Agents shall perform the duties set out in this Agreement and the Conditions
and, in performing those duties, shall act in accordance with the Conditions and this
Agreement.11.2
    
    Each Transfer Agent shall:
 (a)
    
    accept Registered Notes delivered to it, with the form of transfer on them duly
executed, together with, as applicable, any Transfer Certificate for the transfer or
exchange of all or part of the Registered Note in accordance with the Conditions, and
shall, in each case, give to the Registrar all relevant details required by it;(b)
    
    keep a stock of the forms of Transfer Certificates and make such forms
available on demand to holders of the Notes;(c)
    
    immediately, and in any event within three Business Days (being days when banks
are open for business in the city in which the specified office of the Registrar is
located) of the relevant request (or such longer period as may be required to comply
with any applicable fiscal or other laws or regulations), (i) upon receipt by it of
Definitive Registered Notes for transfer (together with any certifications required by
it including, but not limited to, a Transfer Certificate) or (ii) following the
endorsement of a reduction in nominal amount of a Registered Global Note for exchange
into Definitive Registered Notes, authenticate and deliver at its specified office to
the transferee or (at the risk of the transferee) send to the address requested by
transferee duly dated and completed Definitive Registered Notes of a like aggregate
nominal amount to the Definitive Registered Notes transferred and, in the case of the
transfer of part only of a Definitive Registered Note, authenticate and deliver at its
specified office to the transferor or (at the risk of the transferor) send to the
address requested by the transferor a duly dated and completed Definitive Registered
Note in respect of the balance of the Definitive Registered Notes not so transferred;(d)
    
    if appropriate, charge to the holder of a Registered Note presented for
exchange or transfer (i) the costs or expenses (if any) of delivering Registered Notes
issued on exchange or transfer other than by regular uninsured mail and (ii) a sum
sufficient to cover any stamp duty, tax or other governmental charge that may be
imposed in relation to the registration and, in each case, account to the Registrar for
those charges; and(e)
    
    at the request of any Paying Agent deliver new Registered Notes to be issued on
partial redemptions of a Registered Note.
 12.
    
    REGULATIONS FOR TRANSFERS OF REGISTERED NOTESSubject as provided below, the relevant Issuer and the Guarantor may from time to time
agree with the Principal Paying Agent and the Registrar reasonable regulations to govern the
transfer and registration of Registered Notes. The initial regulations, which shall apply
until amended under this clause, are set out in Schedule 9. The Transfer Agents agree to
comply with the regulations as amended from time to time.
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13.
    
    DUTIES OF THE AGENTS IN CONNECTION WITH EARLY REDEMPTION13.1
    
    If the relevant Issuer decides to redeem any Notes for the time being outstanding before
their Maturity Date in accordance with the Conditions, such Issuer shall give notice of the
decision to the Principal Paying Agent, with a copy to the Guarantor and, in the case of
redemption of Registered Notes, the Registrar stating the date on which the Notes are to be
redeemed and the nominal amount of Notes to be redeemed not less than 30 days before the date
on which the relevant Issuer will give notice to the Noteholders in accordance with the
Conditions of the redemption in order to enable the Principal Paying Agent and, if applicable,
the Registrar to carry out its duties in this Agreement and in the Conditions.13.2
    
    If some only of the Notes are to be redeemed, the Principal Paying Agent shall, in the case
of Definitive Notes, make the required drawing in accordance with the Conditions but shall
give the relevant Issuer reasonable notice of the time and place proposed for the drawing and
the relevant Issuer shall be entitled to send representatives to attend the drawing and shall,
in the case of Notes in global form, co-ordinate the selection of Notes to be redeemed with
Euroclear, Clearstream, Luxembourg and/or DTC, all in accordance with the Conditions.13.3
    
    The Principal Paying Agent shall publish the notice required in connection with any
redemption and shall, if applicable, at the same time also publish a separate list of the
serial numbers of any Notes in definitive form previously drawn and not presented for
redemption. The redemption notice shall specify the date fixed for redemption, the redemption
amount, the manner in which redemption will be effected and, in the case of a partial
redemption of Definitive Notes, the serial numbers of the Notes to be redeemed. The notice
will be published in accordance with the Conditions. The Principal Paying Agent will also
notify the other Agents of any date fixed for redemption of any Notes.13.4
    
    The Registrar and each Paying Agent will keep a stock of Put Notices and will make them
available on demand to holders of Definitive Notes, the Conditions of which provide for
redemption at the option of Noteholders. Upon receipt of any Note deposited in the exercise
of a put option in accordance with the Conditions, the Registrar or, as the case may be, the
Paying Agent with which the Note is deposited shall hold the Note (together with any Receipts,
Coupons and Talons relating to the Notes and deposited with it) on behalf of the depositing
Noteholder (but shall not, save as provided below, release it) until the due date for
redemption of the relevant Note consequent upon the exercise of the option, when, subject as
provided below, it shall present the Note (and any such unmatured Receipts, Coupons and
Talons) to itself for payment of the amount due together with any interest due on the date of
redemption in accordance with the Conditions and shall pay those moneys in accordance with the
directions of the Noteholder contained in the relevant Put Notice. If, prior to the due date
for its redemption, an Event of Default has occurred and is continuing or the Note becomes
immediately due and repayable or if upon due presentation payment of the redemption moneys is
improperly withheld or refused, the Registrar or, as the case may be, the Paying Agent
concerned shall post the Note (together with any such Receipts, Coupons and Talons) by
uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder has
otherwise requested and paid the costs of insurance to the Registrar or, as the case may be,
the relevant Paying Agent at the time of depositing the Notes) at the address given by the
Noteholder in the relevant Put Notice. In the case of a partial redemption of Registered
Notes, the Registrar shall, in accordance with the Conditions, post a new Registered Note in
respect of the balance of the Registered Notes not redeemed to the registered holder. At the
end of each period for the exercise of any put option, the Registrar and each Paying Agent
shall promptly notify the Principal Paying Agent of the principal amount of the Notes in
respect of which the option has been exercised with it together with their serial numbers and
the Principal Paying Agent shall promptly notify those details to the relevant Issuer and the
Guarantor.
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14.
    
    RECEIPT AND PUBLICATION OF NOTICES14.1
    
    Immediately after it receives a demand or notice from any Noteholder in accordance with the
Conditions, the Principal Paying Agent shall forward a copy to the relevant Issuer and the
Guarantor.14.2
    
    On behalf of and at the request and expense of the relevant Issuer (failing which the
Guarantor), the Principal Paying Agent shall cause to be published all notices required to be
given by the relevant Issuer or, as the case may be, the Guarantor to the Noteholders in
accordance with the Conditions.15.
    
    CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS15.1
    
    All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered
Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are
exchanged shall be cancelled by the Agent by which they are redeemed, exchanged, transferred
or paid. In addition, the Issuer and the Guarantor shall immediately notify the Principal
Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the
Guarantor or any of their respective Subsidiaries and all such Notes surrendered to a Paying
Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured
Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be
cancelled by the Agent to which they are surrendered. Each of the Agents shall give to the
Principal Paying Agent details of all payments made by it and shall deliver all cancelled
Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying
Agent may specify.15.2
    
    The Principal Paying Agent shall deliver to the relevant Issuer, with a copy to the
Guarantor, as soon as reasonably practicable and in any event within three months after the
date of each repayment, payment, cancellation or replacement, as the case may be, a
certificate stating:
 (a)
    
    the aggregate nominal amount of Notes which have been redeemed and the
aggregate amount paid in respect of them;(b)
    
    the number of Notes cancelled together (in the case of Bearer Notes in
definitive form) with details of all unmatured Receipts, Coupons or Talons attached to
them or delivered with them;(c)
    
    the aggregate amount paid in respect of interest on the Notes;(d)
    
    the total number by maturity date of Receipts, Coupons and Talons cancelled;
and(e)
    
    (in the case of Definitive Notes) the serial numbers of the Notes.
 15.3
    
    The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons
and, immediately following their destruction, send to the relevant Issuer, with a copy to the
Guarantor, a certificate stating the serial numbers of the Notes (in the case of Notes in
definitive form) and the number by maturity date of Receipts, Coupons and Talons destroyed.15.4
    
    Without prejudice to the obligations of the Principal Paying Agent under clause 15.2, the
Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons
and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf
of the relevant Issuer, the Guarantor or any of their respective Subsidiaries and
cancellation, payment or replacement (as the case may be) and of all replacement Notes,
Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or
stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the
Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of
10 years from the Relevant Date in respect of such Coupons and (in the case of Talons)
indefinitely either all paid or exchanged Coupons of that
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maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid
or unexchanged. The Principal Paying Agent shall at all reasonable times make the record
available to the relevant Issuer, the Guarantor and any persons authorised by it for
inspection and for the taking of copies of it or extracts from it.15.5
    
    The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of
any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the
relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it
by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global
Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records to reflect such redemption or purchase and cancellation, as the case
may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the
Principal Paying Agent of the same in accordance with clause 15.116.
    
    ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS16.1
    
    Each Issuer will cause a sufficient quantity of additional forms of (a) Bearer Notes,
Receipts, Coupons and Talons to be available, upon request, to the Principal Paying Agent at
its specified office for the purpose of issuing replacement Bearer Notes, Receipts, Coupons
and Talons as provided below and (b) Registered Notes, to be available, upon request, to the
Registrar at its specified office for the purpose of issuing replacement Registered Notes as
provided below.16.2
    
    The Principal Paying Agent and the Registrar will, subject to and in accordance with the
Conditions and this clause, cause to be delivered any replacement Notes, Receipts, Coupons and
Talons which the relevant Issuer and the Guarantor may determine to issue in place of Notes,
Receipts, Coupons and Talons which have been lost, stolen, mutilated, defaced or destroyed.16.3
    
    In the case of a mutilated or defaced Bearer Note, the Principal Paying Agent shall ensure
that (unless otherwise covered by such indemnity as the relevant Issuer may reasonably
require) any replacement Bearer Note will only have attached to it Receipts, Coupons and
Talons corresponding to those (if any) attached to the mutilated or defaced Note which is
presented for replacement.16.4
    
    The Principal Paying Agent or the Registrar, as the case may be, shall obtain verification in
the case of an allegedly lost, stolen or destroyed Note, Receipt, Coupon or Talon in respect
of which the serial number is known, that the Note, Receipt, Coupon or Talon has not
previously been redeemed, paid or exchanged, as the case may be. Neither the Principal Paying
Agent nor, as the case may be, the Registrar shall issue any replacement Note, Receipt, Coupon
or Talon unless and until the claimant shall have:
 (a)
    
    paid the costs and expenses incurred in connection with the issue;(b)
    
    provided it with such evidence and indemnity as the relevant Issuer and the
Guarantor may reasonably require; and(c)
    
    in the case of any mutilated or defaced Note, Receipt, Coupon or Talon,
surrendered it to the Principal Paying Agent or, as the case may be, the Registrar.
 16.5
    
    The Principal Paying Agent or, as the case may be, the Registrar shall cancel any mutilated
or defaced Notes, Receipts, Coupons and Talons in respect of which replacement Notes,
Receipts, Coupons and Talons have been issued under this clause and shall furnish the relevant
Issuer with a certificate stating the serial numbers of the Notes, Receipts, Coupons and
Talons cancelled and, unless otherwise instructed by the relevant Issuer in writing, shall
destroy the cancelled Notes, Receipts, Coupons and Talons and give to the relevant Issuer,
with a copy to the Guarantor, a destruction certificate containing the information specified
in clause 15.3, only if known.
 26




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16.6
    
    The Principal Paying Agent or, as the case may be, the Registrar shall, on issuing any
replacement Note, Receipt, Coupon or Talon, immediately inform the relevant Issuer, the
Guarantor and the other Agents of the serial number of the replacement Note, Receipt, Coupon
or Talon issued and (if known) of the serial number of the Note, Receipt, Coupon or Talon in
place of which the replacement Note, Receipt, Coupon or Talon has been issued. Whenever
replacement Receipts, Coupons or Talons are issued, the Principal Paying Agent or, as the case
may be, the Registrar shall also notify the other Agents of the maturity dates of the lost,
stolen, mutilated, defaced or destroyed Receipts, Coupons or Talons and of the replacement
Receipts, Coupons or Talons issued.16.7
    
    The Principal Paying Agent and the Registrar shall keep a full and complete record of all
replacement Notes, Receipts, Coupons and Talons issued and shall make the record available at
all reasonable times to the relevant Issuer, the Guarantor and any persons authorised by
either of them for inspection and for the taking of copies of it or extracts from it.16.8
    
    Whenever any Bearer Note, Receipt, Coupon or Talon for which a replacement Bearer Note,
Receipt, Coupon or Talon has been issued and in respect of which the serial number is known is
presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send
notice of that fact to the relevant Issuer, the Guarantor and the other Paying Agents, upon
request from the relevant Issuer or the Guarantor.16.9
    
    The Paying Agents shall issue further Coupon sheets against surrender of Talons. A Talon so
surrendered shall be cancelled by the relevant Paying Agent who (except where the Paying Agent
is the Principal Paying Agent) shall inform the Principal Paying Agent of its serial number.
Further Coupon sheets issued on surrender of Talons shall carry the same serial number as the
surrendered Talon.17.
    
    COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION17.1
    
    The executed Deed Poll shall be deposited with the Registrar and the executed Guarantee shall
be deposited with the Principal Paying Agent and each shall be held in safe custody by the
Principal Paying Agent and the Registrar, respectively on behalf of the Noteholders, the
Receiptholders and the Couponholders at their respective specified offices for the time being.17.2
    
    Each Paying Agent shall hold available for inspection at its specified office during normal
business hours copies of all documents required to be so available by the Conditions of any
Notes or the rules of any relevant Stock Exchange (or any other relevant authority). For
these purposes, each Issuer shall provide the Paying Agents with sufficient copies of each of
the relevant documents.18.
    
    MEETINGS OF NOTEHOLDERS18.1
    
    The provisions of Schedule 5 shall apply to meetings of the Noteholders and shall have effect
in the same manner as if set out in this Agreement.18.2
    
    Without prejudice to clause 18.1, each of the Paying Agents on the request of any holder of
Bearer Notes shall issue voting certificates and block voting instructions in accordance with
either Part 1 or Part 2 of Schedule 5 and shall immediately give notice to the relevant
Issuer, with a copy to the Guarantor, in writing of any revocation or amendment of a block
voting instruction. Each of the Paying Agents will keep a full and complete record of all
voting certificates and block voting instructions issued by it and will, not less than 24
hours before the time appointed for holding a meeting or adjourned meeting, deposit at such
place as the Principal Paying Agent shall approve, full particulars of all voting certificates
and block voting instructions issued by it in respect of the meeting or adjourned meeting.
 27




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18.3
    
    For the avoidance of doubt, the provisions of articles 86 to 94-8 of the Luxembourg act dated
10 August 1915 on commercial companies, as amended, shall not apply to the Notes issued by
ENEL S.A.19.
    
    COMMISSIONS AND EXPENSES19.1
    
    The relevant Issuer (failing which the Guarantor) agrees to pay to the Principal Paying Agent
such fees and commissions as the relevant Issuer, the Guarantor and the Principal Paying Agent
shall separately agree, in writing, in respect of the services of the Agents under this
Agreement together with any documented out of pocket expenses (including legal, printing,
postage, fax, cable and advertising expenses) incurred by the Agents in connection with their
services.19.2
    
    The Principal Paying Agent will make payment of the fees and commissions due under this
Agreement to the other Agents and will reimburse their expenses promptly after the receipt of
the relevant moneys from the relevant Issuer or the Guarantor (as the case may be). Neither
the relevant Issuer nor the Guarantor, as the case may be, shall be responsible for any
payment or reimbursement by the Principal Paying Agent to the other Agents.20.
    
    INDEMNITY20.1
    
    The relevant Issuer shall indemnify (and failing the relevant Issuer so indemnifying, the
Guarantor agrees to indemnify) each of the Agents against any documented losses, liabilities,
costs, claims, actions, demands or expenses (together, Losses) (including, but not limited to,
all reasonable costs, legal fees, charges and expenses (together, Expenses) paid or incurred
in disputing or defending any Losses which it may incur or which may be made against it as a
result of or in connection with its appointment or the exercise of its powers and duties under
this Agreement except for any Losses or Expenses resulting from its own default, negligence or
bad faith or that of its officers, directors or employees or the breach by it of the terms of
this Agreement.20.2
    
    The Principal Paying Agent and the Registrar shall not be liable for any loss caused by
events beyond their reasonable control including any malfunction, interruption of or error in
the transmission of information caused by any machines or system or interception of
communication facilities, abnormal operating conditions or acts of God. The Principal Paying
Agent and the Registrar shall have no liability whatsoever for any consequential, special,
indirect or speculative loss or damages (including, but not limited to, loss of profits,
whether or not foreseeable) suffered by the relevant Issuer or the Guarantor in connection
with the transactions contemplated by and the relationship established by this Agreement even
if the Principal Paying Agent and the Registrar have been advised as to the possibility of the
same. These provisions will override all other provisions of this Agreement. However, this
paragraph shall not be deemed to apply in the event of a determination of fraud on the part of
the Principal Paying Agent or the Registrar in a non-appealable judgment by a court having
jurisdiction.20.3
    
    The indemnity set out above shall survive any termination of this Agreement.20.4
    
    Each of the Paying Agents severally undertakes to indemnify the relevant Issuer and the
Guarantor against any documented Losses and Expenses which the relevant Issuer or the
Guarantor may incur as a result of or in connection with such Paying Agents wilful default,
negligence or bad faith or that of its directors, officers, employees or controlling persons
or any of them, or breach by such Paying Agent of the terms of this Agreement.21.
    
    RESPONSIBILITY OF THE AGENTS21.1
    
    No Agent shall be responsible to anyone with respect to the validity of this Agreement or the
Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement
or any Note,
 28




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Receipt or Coupon except for its own negligence, default or bad faith, including that of its
officers and employees.21.2
    
    No Agent shall have any duty or responsibility in the case of any default by the relevant
Issuer or the Guarantor in the performance of its obligations under the Conditions or, in the
case of receipt of a written demand from a Noteholder or Couponholder, with respect to such
default, provided however that immediately on receiving a notice given by a Noteholder in
accordance with Condition 10, the Principal Paying Agent notifies the relevant Issuer and,
where applicable, the Guarantor of the fact and furnishes it with a copy of the notice.21.3
    
    Whenever in the performance of its duties under this Agreement an Agent shall deem it
desirable that any matter be established by the relevant Issuer or the Guarantor prior to
taking or suffering any action under this Agreement, the matter may be deemed to be
conclusively established by a certificate signed by the relevant Issuer or the Guarantor and
delivered to the Agent and the certificate shall be a full authorisation to the Agent for any
action taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon the certificate.22.
    
    CONDITIONS OF APPOINTMENT22.1
    
    Each Agent shall be entitled to deal with money paid to it by the relevant Issuer or the
Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker
by its customers except:
 (a)
    
    that it shall not exercise any right of set-off, lien or similar claim in
respect of the money; and(b)
    
    that it shall not be liable to account to the relevant Issuer or the Guarantor
for any interest on the money.
 22.2
    
    In acting under this Agreement and in connection with the Notes, each Agent shall act solely
as an agent of the relevant Issuer and the Guarantor and will not assume any obligations
towards or relationship of agency or trust for or with any of the owners or holders of the
Notes, Receipts, Coupons or Talons.22.3
    
    Each Agent undertakes to the relevant Issuer and the Guarantor to perform its duties, and
shall be obliged to perform the duties and only the duties, specifically stated in this
Agreement (including Schedule 11 in the case of the Principal Paying Agent), the Conditions
and the Procedures Memorandum, and no implied duties or obligations shall be read into any of
those documents against any Agent, other than the duty to act honestly and in good faith and
to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of
the Paying Agents (other than the Principal Paying Agent) agrees that if any information that
is required by the Principal Paying Agent to perform the duties set out in Schedule 11 becomes
known to it, it will promptly provide such information to the Principal Paying Agent.22.4
    
    The Principal Paying Agent and the Registrar may consult at their own cost with legal and
other professional advisers of recognised standing and the opinion of the advisers shall be
full and complete protection in respect of any action taken, omitted or suffered under this
Agreement in good faith and in accordance with the opinion of the advisers.22.5
    
    Each Agent shall be protected and shall incur no liability in respect of any action taken,
omitted or suffered in reliance on any instruction from the relevant Issuer or the Guarantor
or any document which it reasonably believes to be genuine and to have been delivered by the
proper party or on written instructions from the relevant Issuer or the Guarantor.
 29




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22.6
    
    Any Agent and its officers, directors and employees may become the owner of, and/or acquire
any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he
would have had if the Agent concerned were not appointed under this Agreement, and may engage
or be interested in any financial or other transaction with the relevant Issuer or the
Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of
holders of Notes or Coupons or in connection with any other obligations of the relevant Issuer
as freely as if the Agent were not appointed under this Agreement.22.7
    
    Each of the Obligors shall provide the Principal Paying Agent and the Registrar with a
certified copy of the list of persons authorised to execute documents and take action on its
behalf in connection with this Agreement and shall notify the Principal Paying Agent and the
Registrar immediately in writing if any of those persons ceases to be authorised or if any
additional person becomes authorised together, in the case of an additional authorised person,
with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has
been authorised.22.8
    
    Except as ordered by a court of competent jurisdiction or as required by law or applicable
regulations, the relevant Issuer, the Guarantor and each of the Agents shall be entitled to
treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any
Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding
any notice of ownership or writing on it or notice of any previous loss or theft of it).22.9
    
    The amount of the Programme may be increased by ENEL on behalf of the Obligors in accordance
with the procedure set out in the Programme Agreement. Upon any increase being effected, all
references in this Agreement to the amount of the Programme shall be deemed to be references
to the increased amount.23.
    
    COMMUNICATIONS BETWEEN THE PARTIESA copy of all communications relating to the subject matter of this Agreement between
the relevant Issuer, the Guarantor and any Agent (other than the Principal Paying Agent)
shall be sent to the Principal Paying Agent.24.
    
    CHANGES IN AGENTS24.1
    
    Each Obligor agrees that, for so long as any Note is outstanding, or until moneys for the
payment of all amounts in respect of all outstanding Notes have been made available to the
Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor, as the
case may be, as provided in this Agreement:
 (a)
    
    there will at all times be a Principal Paying Agent and a Registrar;(b)
    
    so long as any Notes are listed on any Stock Exchange or admitted to listing by
any other relevant authority, there will at all times be a Paying Agent (in the case of
Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified
office in such places as may be required by the rules and regulations of the relevant
Stock Exchange or any other relevant authority;(c)
    
    so long as any of the Registered Global Notes payable in a Specified Currency
other than U.S. dollars are held through DTC or its nominee, there will at all times be
an Exchange Agent with a specified office in New York City;(d)
    
    there will at all times be a Paying Agent in a Member State of the European
Union that will not be obliged to withhold or deduct tax pursuant to European Council
Directive
 30




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2003/48/EC or any law implementing or complying with, or introduced in order to
conform to, such Directive; and(e)
    
    there will at all times be a Paying Agent in a jurisdiction within Continental
Europe, other than the jurisdiction in which the relevant Issuer or the Guarantor is
incorporated.
 In addition, the relevant Issuer and the Guarantor shall immediately appoint a Paying Agent
having a specified office in New York City in the circumstances described in Condition 6(e).
Any variation, termination, appointment or change shall only take effect (other than in the
case of insolvency (as provided in clause 24.5), when it shall be of immediate effect) after
not less than 30 nor more than 45 days prior notice shall have been given to the
Noteholders in accordance with Condition 14.24.2
    
    Each of the Principal Paying Agent and the Registrar may (subject as provided in clause 24.4)
at any time resign by giving at least 90 days written notice to the Obligors, specifying the
date on which its resignation shall become effective.24.3
    
    Each of the Principal Paying Agent and the Registrar may (subject as provided in clause 24.4)
be removed at any time by the Obligors on at least 45 days notice in writing from the
Obligors specifying the date when the removal shall become effective.24.4
    
    Any resignation under clause 24.2 or removal of the Principal Paying Agent or the Registrar
under clauses 24.3 or 24.5 shall only take effect upon the appointment by the Obligors, of a
successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of
insolvency of the Principal Paying Agent or Registrar, as the case may be) on the expiry of
the notice to be given under clause 26. Each of the Obligors agrees with the Principal Paying
Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice
under clause 24.2, the Obligors have not appointed a successor Principal Paying Agent or
Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may
be, shall be entitled, on behalf of the Obligors, to appoint as a successor Principal Paying
Agent or Registrar, as the case may be, in its place a reputable financial institution of good
standing which the Obligors shall approve (such approval not to be unreasonably withheld or
delayed).24.5
    
    In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is
adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an
assignment for the benefit of its creditors or consents to the appointment of an
administrator, liquidator or administrative or other receiver of all or a substantial part of
its property, or admits in writing its inability to pay or meet its debts as they mature or
suspends payment of its debts, or if any order of any court is entered approving any petition
filed by or against it under the provisions of any applicable bankruptcy or insolvency law or
if a receiver of it or of all or a substantial part of its property is appointed or if any
officer takes charge or control of it or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable
financial institution of good standing may be appointed by the Obligors. Upon the appointment
of a successor Agent and acceptance by it of its appointment and (other than in case of
insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be
given under clause 26, the Agent so superseded shall cease to be an Agent under this
Agreement.24.6
    
    Subject to clause 24.1, the Obligors may, after prior consultation with the Principal Paying
Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or
more further or other Agents by giving to the Principal Paying Agent and to the relevant other
Agent at least 45 days notice in writing to that effect (other than in the case of
insolvency).24.7
    
    Subject to clause 24.1, all or any of the Agents (other than the Principal Paying Agent) may
resign their respective appointments under this Agreement at any time by giving the Obligors
and the Principal Paying Agent at least 45 days written notice to that effect.
 31




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24.8
    
    Upon its resignation or removal becoming effective, an Agent shall:
 (a)
    
    in the case of the Principal Paying Agent, the Registrar and the Exchange
Agent, immediately transfer all moneys and records held by it under this Agreement to
the successor Agent; and(b)
    
    be entitled to the payment by the relevant Issuer (failing which the Guarantor)
of the commissions, fees and expenses payable in respect of its services under this
Agreement before termination in accordance with the terms of clause 19.
 24.9
    
    Upon its appointment becoming effective, a successor or new Agent shall, without any further
action, become vested with all the authority, rights, powers, duties and obligations of its
predecessor or, as the case may be, an Agent with the same effect as if originally named as an
Agent under this Agreement.25.
    
    MERGER AND CONSOLIDATIONAny corporation into which any Agent may be merged or converted, or any corporation with
which an Agent may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which an Agent shall be a party, or any corporation to which an Agent
shall sell or otherwise transfer all or substantially all of its assets shall, on the date
when the merger, conversion, consolidation or transfer becomes effective and to the extent
permitted by any applicable laws, become the successor Agent under this Agreement without
the execution or filing of any paper or any further act on the part of the parties to this
Agreement, unless otherwise required by the Obligors and after the said effective date all
references in this Agreement to the relevant Agent shall be deemed to be references to such
successor corporation. Written notice of any such merger, conversion, consolidation or
transfer shall immediately be given to the Obligors by the relevant Agent.26.
    
    NOTIFICATION OF CHANGES TO AGENTSFollowing receipt of notice of resignation from an Agent and immediately after appointing a
successor or new Agent or on giving notice to terminate the appointment of any Agent, the
Principal Paying Agent (on behalf of and at the expense of the Obligors) shall give or cause
to be given not more than 45 days nor less than 30 days notice of the fact to the
Noteholders in accordance with the Conditions.27.
    
    CHANGE OF SPECIFIED OFFICEIf any Agent determines to change its specified office it shall give to the relevant Issuer
and to the Guarantor and the Principal Paying Agent written notice of that fact giving the
address of the new specified office which shall be in the same city and stating the date on
which the change is to take effect, which shall not be less than 45 days after the notice.
The Principal Paying Agent (on behalf and at the expense of the relevant Issuer, failing
which the Guarantor) shall within 15 days of receipt of the notice (unless the appointment
of the relevant Agent is to terminate pursuant to clause 24 on or prior to the date of the
change) give or cause to be given not more than 45 days nor less than 30 days notice of
the change to the Noteholders in accordance with the Conditions.28.
    
    COMMUNICATIONS28.1
    
    All communications shall be by telex, fax or letter delivered by hand or (but only where
specifically provided in the Procedures Memorandum) by telephone. Each communication shall be
made to the relevant party at the telex number, fax number or address or telephone number and,
in the case of a communication by telex, fax or letter, marked for the attention of, or (in
the case of a communication
 32




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by telephone) made to, the person or department from time to time specified in writing
by that party to the others for the purpose. The initial telephone number, telex number,
fax number and person or department so specified by each party are set out in the Procedures
Memorandum.28.2
    
    A communication shall be deemed received (if by telex) when a confirmed answerback is
received at the end of the transmission, (if by fax) when an acknowledgement of receipt is
received, (if by telephone) when made or (if by letter) when delivered, in each case in the
manner required by this clause. However, if a communication is received after business hours
on any business day or on a day which is not a business day in the place of receipt it shall
be deemed to be received and become effective at the opening of business on the next business
day in the place of receipt. Every communication shall be irrevocable save in respect of any
manifest error in it.28.3
    
    Any notice given under or in connection with this Agreement shall be in English. All other
documents provided under or in connection with this Agreement shall be:
 (a)
    
    in English; or(b)
    
    if not in English, accompanied by a certified English translation and, in this
case, the English translation shall prevail unless the document is a statutory or other
official document.
 28.4
    
    All communications to ENEL S.A. shall always be sent in copy to ENEL.29.
    
    TAXES AND STAMP DUTIESThe Obligors agree to pay any and all stamp and other documentary taxes or duties which may
be payable in connection with the execution, delivery, performance and enforcement of this
Agreement, subject to, in the case of enforcement, that such enforcement is against the
Obligors.30.
    
    AMENDMENTSThe Principal Paying Agent and the relevant Issuer may agree, without the consent of the
Noteholders, Receiptholders or Couponholders, to:
 (a)
    
    any modification (except as mentioned in the second paragraph of Condition
15(c)) of any Notes, Receipts, Coupons or this Agreement which is not prejudicial to
the interests of the Noteholders; or(b)
    
    any modification of any Notes, the Receipts, the Coupons or this Agreement
which is of a formal, minor or technical nature or is made to correct a manifest or
proven error or to comply with mandatory provisions of law.
 Any modification made under subparagraph (a) or (b) shall be binding on the Noteholders, the
Receiptholders and the Couponholders and shall be notified to the Noteholders in accordance
with Condition 14 as soon as practicable after it has been agreed.31.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.32.
    
    GOVERNING LAW AND SUBMISSION TO JURISDICTION32.1
    
    This Agreement is governed by, and shall be construed in accordance with, the laws of
England.
 33




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32.2
    
    Each of the Obligors irrevocably agrees for the benefit of the Agents that the courts of
England are to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any suit, action or proceedings (together
referred to as Proceedings) arising out of or in connection with this Agreement may be brought
in such courts.32.3
    
    Each of the Obligors irrevocably waives any objection which it may have to the laying of the
venue of any Proceedings in any such courts and any claim that any such Proceedings have been
brought in an inconvenient forum and further irrevocably agrees that a judgment in any
Proceedings brought in the English courts shall be conclusive and binding upon it and may be
enforced in the courts of any other jurisdiction to the extent permitted by law.32.4
    
    Nothing contained in this clause shall limit any right to take Proceedings against the
Obligors in any other court of competent jurisdiction, nor shall the taking of Proceedings in
one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, to the
extent permitted by law whether concurrently or not.32.5
    
    Each of the Obligors appoints Fleetside Legal Representative Services Limited at its
registered office at One Bishops Square, London E1 6AO as its agent for service of process,
and undertakes that, in the event of Fleetside Legal Representative Services Limited ceasing
so to act or ceasing to be registered in England, it will appoint another person, as the
Principal Paying Agent may approve, as its agent for service of process in England in respect
of any Proceedings. Nothing in this clause shall affect the right to serve process in any
other manner permitted by law.33.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of this Agreement
 34




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SCHEDULE 1
 FORM OF CALCULATION AGENCY AGREEMENT
 Allen & Overy LLP
 CALCULATION AGENCY AGREEMENT
  
  35




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CONTENTS
 PageClause1.
    
    Appointment of the Calculation Agent
    
    
    372.
    
    Duties of Calculation Agent
    
    
    373.
    
    Expenses
    
    
    374.
    
    Indemnity
    
    
    375.
    
    Conditions of Appointment
    
    
    386.
    
    Termination of Appointment
    
    
    387.
    
    Communications
    
    
    408.
    
    Descriptive Headings and Counterparts
    
    
    409.
    
    Contracts (Rights of Third Parties) Act 1999
    
    
    4010.
    
    Governing Law and Submission to Jurisdiction
    
    
    41Signatories
    
    
    42
 36




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CALCULATION AGENCY AGREEMENT
 in respect of a
 25,000,000,000
 GLOBAL MEDIUM TERM NOTE PROGRAMME
 THIS AGREEMENT
 BETWEEN
 (1)
    
    [ENEL  SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A., a public limited liability
company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having
its registered office at 35, boulevard du Prince Henri, L-1724 Luxembourg and registered with
the Luxembourg trade and companies register under number B.60.086](the Issuer); [and](2)
    
    [ENEL  SOCIETÀ PER AZIONI (the Guarantor); and]*(3)
    
    [          ]of [          ](the Calculation Agent, which expression shall include any successor calculation agent appointed
under this Agreement).
 IT IS AGREED
 1.
    
    APPOINTMENT OF THE CALCULATION AGENTThe Calculation Agent is appointed, and the Calculation Agent agrees to act, as Calculation
Agent in respect of each Series of Notes described in the Schedule (the Relevant Notes) for
the purposes set out in clause 2 and on the terms of this Agreement. The agreement of the
parties that this Agreement is to apply to each Series of Relevant Notes shall be evidenced
by the manuscript annotation and signature in counterpart of the Schedule.2.
    
    DUTIES OF CALCULATION AGENTThe Calculation Agent shall in relation to each series of Relevant Notes (each a Series)
perform all the functions and duties imposed on the Calculation Agent by the terms and
conditions of the Relevant Notes (the Conditions) including endorsing the Schedule
appropriately in relation to each Series of Relevant Notes. In addition, the Calculation
Agent agrees that it will provide a copy of all calculations made by it which affect the
nominal amount outstanding of any Relevant Notes which are identified on the Schedule as
being NGNs to JPMorgan Chase Bank, N.A. to the contact details set out on the signature page
hereof.3.
    
    EXPENSESThe arrangements in relation to expenses will be separately agreed in relation to each issue
of Relevant Notes.4.
    
    INDEMNITYThe Issuer shall indemnify [(and failing the Issuer so indemnifying, the Guarantor agrees to
indemnify)]* the Calculation Agent against any documented losses, liabilities,
costs, claims, actions,
 
 *
    
    Delete where ENEL is the Issuer 37




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demands or expenses (together, Losses) (including, but not limited to, all reasonable costs,
legal fees, charges and expenses (together, Expenses) paid or incurred in disputing or
defending any Losses) which it may incur or which may be made against it as a result of or
in connection with its appointment or the exercise of its powers and duties under this
Agreement except for any Losses or Expenses resulting from its own default, negligence or
bad faith or that of its officers, directors or employees or the breach by it of the terms
of this Agreement.5.
    
    CONDITIONS OF APPOINTMENT5.1
    
    In acting under this Agreement and in connection with the Relevant Notes, the Calculation
Agent shall act solely as an agent of the Issuer [and the Guarantor]* and will not
assume any obligations towards or relationship of agency or trust for or with any of the
owners or holders of the Relevant Notes or the receipts or coupons (if any) appertaining to
the Relevant Notes (the Receiptsand the Coupons, respectively).5.2
    
    In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to
perform the duties and only the duties specifically stated in this Agreement and the
Conditions and no implied duties or obligations shall be read into this Agreement or the
Conditions against the Calculation Agent, other than the duty to act honestly and in good
faith and to exercise the diligence of a reasonably prudent expert in comparable
circumstances.5.3
    
    The Calculation Agent may consult at its own cost with legal and other professional advisers
of recognised standing and the opinion of the advisers shall be full and complete protection
in respect of any action taken, omitted or suffered under this Agreement in good faith and in
accordance with the opinion of the advisers.5.4
    
    The Calculation Agent shall be protected and shall incur no liability in respect of any
action taken, omitted or suffered in reliance on any instruction from the Issuer [or the
Guarantor]*or any document which it reasonably believes, acting with due care to
be genuine and to have been delivered by the proper party or on written instructions from the
Issuer[or the Guarantor]*.5.5
    
    The Calculation Agent and any of its officers, directors and employees may become the owner
of, or acquire any interest in, any Notes, Receipts or Coupons (if any) with the same rights
that it or he would have had if the Calculation Agent were not appointed under this Agreement,
and may engage or be interested in any financial or other transaction with the Issuer [and the
Guarantor]*and may act on, or as depositary, trustee or agent for, any committee
or body of holders of Notes or Coupons or in connection with any other obligations of the
Issuer [and the Guarantor]*as freely as if the Calculation Agent were not
appointed under this Agreement.6.
    
    TERMINATION OF APPOINTMENT6.1
    
    The Issuer [and the Guarantor]*may terminate the appointment of the Calculation
Agent at any time by giving to the Calculation Agent at least 45 days prior written notice to
that effect, provided that, so long as any of the Relevant Notes is outstanding:
 (a)
    
    the notice shall not expire less than 45 days before any date on which any
calculation is due to be made in respect of any Relevant Notes; and(b)
    
    notice shall be given in accordance with the Conditions to the holders of the
Relevant Notes at least 30 days before any removal of the Calculation Agent.
 
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6.2
    
    Notwithstanding the provisions of clause 6.1, if at any time:
 (a)
    
    the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or
insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the
benefit of its creditors or consents to the appointment of an administrator, liquidator
or administrative or other receiver of all or any substantial part of its property, or
admits in writing its inability to pay or meet its debts as they may mature or suspends
payment of its debts, or if any order of any court is entered approving any petition
filed by or against it under the provisions of any applicable bankruptcy or insolvency
law or if a receiver of it or of all or a substantial part of its property is appointed
or if any officer takes charge or control of the Calculation Agent or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation; or(b)
    
    the Calculation Agent fails duly to perform any function or duty imposed on it
by the Conditions and this Agreement,
 the Issuer [and the Guarantor] may immediately without notice terminate the appointment of
the Calculation Agent, in which event notice of the termination shall be given to the
holders of the Relevant Notes in accordance with the Conditions as soon as practicable.6.3
    
    The termination of the appointment of the Calculation Agent under clause 6.1 or 6.2 shall not
entitle the Calculation Agent to any amount by way of compensation but shall be without
prejudice to any amount then accrued due.6.4
    
    The Calculation Agent may resign its appointment under this Agreement at any time by giving
to the Issuer [and the Guarantor]* at least 90 days prior written notice to that
effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer
shall promptly give notice of the resignation to the holders of the Relevant Notes in
accordance with the Conditions.6.5
    
    Notwithstanding the provisions of clauses 6.1, 6.2 and 6.4, so long as any of the Relevant
Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by
the Issuer [and the Guarantor]* or by the resignation of the Calculation Agent)
shall not be effective unless upon the expiry of the relevant notice a successor Calculation
Agent has been appointed. The Issuer [and the Guarantor]* agrees with the
Calculation Agent that if, by the day falling 10 days before the expiry of any notice under
clause 6.4, the Issuer [and the Guarantor]* [has/have] not appointed a replacement
Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer [and the
Guarantor]*, to appoint as a successor Calculation Agent in its place a reputable
financial institution of good standing which the Issuer [and the Guarantor]* shall
approve (such approval not to be unreasonably withheld or delayed).6.6
    
    Upon its appointment becoming effective, a successor Calculation Agent shall without further
action, become vested with all the authority, rights, powers, duties and obligations of its
predecessor with the same effect as if originally named as the Calculation Agent under this
Agreement.6.7
    
    If the appointment of the Calculation Agent under this Agreement is terminated (whether by
the Issuer [and the Guarantor]* or by the resignation of the Calculation Agent),
the Calculation Agent shall on the date on which the termination takes effect deliver to the
successor Calculation Agent any records concerning the Relevant Notes maintained by it (except
those documents and records which it is obliged by law or regulation to retain or not to
release), but shall have no other duties or responsibilities under this Agreement.6.8
    
    Any corporation into which the Calculation Agent may be merged or converted, or any
corporation with which the Calculation Agent may be consolidated, or any corporation resulting
from any
 
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merger, conversion or consolidation to which the Calculation Agent shall be a party, or any
corporation to which the Calculation Agent shall sell or otherwise transfer all or
substantially all of its assets shall, on the date when the merger, consolidation or
transfer becomes effective and to the extent permitted by any applicable laws, become the
successor Calculation Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties to this Agreement, unless
otherwise required by the Issuer [and the Guarantor]*, and after the said
effective date all references in this Agreement to the Calculation Agent shall be deemed to
be references to such successor corporation. Written notice of any such merger, conversion,
consolidation or transfer shall immediately be given to the Issuer [or the Guarantor]*and the Principal Paying Agent by the Calculation Agent.7.
    
    COMMUNICATIONS7.1
    
    All communications shall be by telex, fax or letter delivered by hand. Each communication
shall be made to the relevant party at the telex number, fax number or address and marked for
the attention of the person or department from time to time specified in writing by that party
to the other[s] for the purpose. The initial telex number, fax number and person or
department so specified by each party are set out in the Procedures Memorandum or, in the case
of the Calculation Agent, on the signature page of this Agreement.7.2
    
    A communication shall be deemed received (if by telex) when a confirmed answerback is
received at the end of the transmission, (if by fax) when an acknowledgement of receipt is
received or (if by letter) when delivered, in each case in the manner required by this clause.
However, if a communication is received after business hours on any business day or on a day
which is not a business day in the place of receipt it shall be deemed to be received and
become effective at the opening of business on the next business day in the place of receipt.
Every communication shall be irrevocable save in respect of any manifest error in it.7.3
    
    Any notice given under or in connection with this Agreement shall be in English. All other
documents provided under or in connection with this Agreement shall be:
 (a)
    
    in English; or(b)
    
    if not in English, accompanied by a certified English translation and, in this
case, the English translation shall prevail unless the document is a statutory or other
official document.
 7.4
    
    All communications to ENEL S.A. shall always be sent in copy to ENEL.8.
    
    DESCRIPTIVE HEADINGS AND COUNTERPARTS8.1
    
    The descriptive headings in this Agreement are for convenience of reference only and shall
not define or limit the provisions hereof.8.2
    
    This Agreement may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of this Agreement.9.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.
 
 *
    
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10.
    
    GOVERNING LAW AND SUBMISSION TO JURISDICTION10.1
    
    This Agreement is governed by, and shall be construed in accordance with, the laws of
England.10.2
    
    The Issuer [and the Guarantor each]* irrevocably agrees for the benefit of the
Calculation Agent that the courts of England are to have jurisdiction to settle any disputes
which may arise out of or in connection with this Agreement and that accordingly any suit,
action or proceedings (together referred to as Proceedings) arising out of or in connection
with this Agreement may be brought in such courts.10.3
    
    The Issuer [and the Guarantor each]* irrevocably waives any objection which it
may have to the laying of the venue of any Proceedings in any such courts and any claim that
any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that
a judgment in any Proceedings brought in the English courts shall be conclusive and binding
upon it and may be enforced in the courts of any other jurisdiction to the extent permitted by
law.10.4
    
    Nothing contained in this clause shall limit any right to take Proceedings against the Issuer
[or the Guarantor]* in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any
other jurisdiction, to the extent permitted by law whether concurrently or not.10.5
    
    The Issuer [and the Guarantor each]* appoints Fleetside Legal Representative
Services Limited at its registered office at One Bishops Square, London E1 6AO as its agent
for service of process, and undertakes that, in the event of Fleetside Legal Representative
Services Limited ceasing so to act or ceasing to be registered in England, it will appoint
another person, as the Calculation Agent may approve, as its agent for the service of process
in England in respect of any Proceedings. Nothing in this clause shall affect the right to
serve process in any other manner permitted by law.
 THIS AGREEMENT
 
 *
    
    Delete where ENEL is the Issuer 41




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SIGNATORIES
 [ENEL  SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A.]
  ENEL  SOCIETÀ PER AZIONI
  *
 CALCULATION AGENT  Address of Calculation Agent
 Telex No:
    
    [     ]Telefax No:
    
    [     ]Attention:
    
    [     ]
  Contact Details
 
 Telex No:
    
    +44 (0) 207 964 2536Swift:
    
    IRVTGB2XAttention:
    
    Corporate Trust  Corp/Sov
 
 *
    
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SCHEDULE TO THE CALCULATION AGENCY AGREEMENT
 Title and
    
    
    
    Annotation byNominal
    
    NGN
    
    CalculationSeries Number
    
    Issue Date
    
    Maturity Date
    
    Amount
    
    (Yes/No)
    
    Agent/Issuer
 43




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SCHEDULE 2
 TERMS AND CONDITIONS OF THE NOTES
 44




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PRINCIPAL PAYING AGENT
AND TRANSFER AGENT
 
 OTHER PAYING AGENT AND TRANSFER AGENT
 REGISTRAR
AND TRANSFER AGENT
 
 EXCHANGE AGENT
 
  73




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SCHEDULE 3
 FORM OF DEED OF COVENANT AND DEED OF GUARANTEE
 PART 1
 FORM OF DEED OF COVENANT
 THIS DEED OF COVENANT société anonyme Issuer société anonyme Clearstream, Luxembourg Euroclear Clearing System
 WHEREAS
 (A)
    
    The Issuer has entered into an amended and restated Programme Agreement (the Programme
Agreement, which expression includes the same as it may be amended, supplemented, novated or
restated from time to time) dated 8 November 2005 with the Dealers named in it under which the
Issuer proposes from time to time to issue Notes (the Notes).(B)
    
    Certain of the Notes will initially be represented by, and comprised in, Global Notes, in
each case representing a certain number of underlying Notes (the Underlying Notes).(C)
    
    Each Global Note may, after issue, be deposited with a depositary for one or more Clearing
Systems (together, the Relevant Clearing System). Upon any deposit of a Global Note, the
Underlying Notes represented by the Global Note will be credited to a securities account or
securities accounts with the Relevant Clearing System. Any account holder with the Relevant
Clearing System which has Underlying Notes credited to its securities account from time to
time (each a Relevant Account Holder) will, subject to and in accordance with the terms and
conditions and operating procedures or management regulations of the Relevant Clearing System,
be entitled to transfer the Underlying Notes and (subject to and upon payment being made by
the Issuer to the bearer in accordance with the terms of the relevant Global Note) will be
entitled to receive payments from the Relevant Clearing System calculated by reference to the
Underlying Notes credited to its securities account.(D)
    
    In certain circumstances specified in each Global Note, a Global Note will become void. The
time at which a Global Note becomes void is referred to as the Relevant Time. In those
circumstances, each Relevant Account Holder will, subject to and in accordance with the terms
of this Deed, acquire against the Issuer all those rights which the Relevant Account Holder
would have had if, prior to the Global Note becoming void, duly executed and authenticated
Definitive Notes had been issued in respect of its Underlying Notes and the Definitive Notes
were held and beneficially owned by the Relevant Account Holder.(E)
    
    [The obligations of the Issuer under this Deed have been unconditionally and irrevocably
guaranteed by ENEL  Società per azioni on 8 November 2005. An executed copy of the Guarantee
has been deposited with and shall be held by the Principal Paying Agent on behalf of the
Noteholders (as defined in the Guarantee) and the Relevant Account Holders from time to time
at its specified office (being at the date hereof at Trinity Tower, 9 Thomas More Street,
London E1W 1YT) and a copy of the Guarantee shall be available for inspection at that specified office and at the
specified office of each of the other agents named in the Agency Agreement.]*
 74




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NOW THIS DEED WITNESSES AS FOLLOWS
 1.
    
    If any Global Note becomes void in accordance with its terms the Issuer covenants with each
Relevant Account Holder (other than any Relevant Account Holder which is an account holder of
any other Relevant Clearing System) that each Relevant Account Holder shall automatically
acquire at the Relevant Time, without the need for any further action on behalf of any person,
against the Issuer all those rights which the Relevant Account Holder would have had if at the
Relevant Time it held and beneficially owned executed and authenticated Definitive Notes in
respect of each Underlying Note represented by the Global Note which the Relevant Account
Holder has credited to its securities account with the Relevant Clearing System at the
Relevant Time.The Issuers obligation under this clause shall be a separate and independent obligation by
reference to each Underlying Note which a Relevant Account Holder has credited to its
securities account with the Relevant Clearing System and the Issuer agrees that a Relevant
Account Holder may assign its rights under this Deed in whole or in part.2.
    
    The records of the Relevant Clearing System shall be conclusive evidence of the identity of
the Relevant Account Holders and the number of Underlying Notes credited to the securities
account of each Relevant Account Holder. For these purposes a statement issued by the
Relevant Clearing System stating:
 (a)
    
    the name of the Relevant Account Holder to which the statement is issued; and(b)
    
    the aggregate nominal amount of Underlying Notes credited to the securities
account of the Relevant Account Holder as at the opening of business on the first day
following the Relevant Time on which the Relevant Clearing System is open for business,
 shall be conclusive evidence of the records of the Relevant Clearing System at the Relevant
Time.3.
    
    In the event of a dispute, the determination of the Relevant Time by the Relevant Clearing
System shall (in the absence of manifest error) be final and conclusive for all purposes in
connection with the Relevant Account Holders with securities accounts with the Relevant
Clearing System.4.
    
    The Issuer undertakes in favour of each Relevant Account Holder that, in relation to any
payment to be made by it under this Deed, it will comply with the provisions of Condition 8 to
the extent that they apply to any payment in respect of Underlying Notes as if those
provisions had been set out in full in this Deed.5.
    
    The Issuer will pay any stamp and other duties and taxes, including interest and penalties,
payable on or in connection with the execution of this Deed and any action taken by any
Relevant Account Holder to enforce the provisions of this Deed against the Issuer.6.
    
    The Issuer represents, warrants and undertakes with each Relevant Account Holder that it has
all corporate power, and has taken all necessary corporate or other steps, to enable it to
execute, deliver and perform this Deed, and that this Deed constitutes a legal, valid and
binding obligation of the Issuer enforceable in accordance with its terms subject to the laws
of bankruptcy [(including, without limitation, bankruptcy (faillite), insolvency, its
voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with
creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement),
controlled management (gestion contrôlée), fraudulent conveyance (actio
 
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pauliana), general settlement with creditors, reorganisation or similar laws affecting
the rights of creditors generally)]* and other laws affecting the rights of
creditors generally.7.
    
    This Deed shall take effect as a Deed Poll for the benefit of the Relevant Account Holders
from time to time. This Deed shall be deposited with and held by the common depositary for
Euroclear and Clearstream, Luxembourg (being at the date of this Deed, JPMorgan Chase Bank,
N.A. at Trinity Tower, 9 Thomas More Street, London E1W 1YT) until all the obligations of the
Issuer under this Deed have been discharged in full.8.
    
    The Issuer acknowledges the right of every Relevant Account Holder to the production of, and
the right of every Relevant Account Holder to obtain (upon payment of a reasonable charge) a
copy of, this Deed, and further acknowledges and covenants that the obligations binding upon
it contained in this Deed are owed to, and shall be for the account of, each and every
Relevant Account Holder, and that each Relevant Account Holder shall be entitled severally to
enforce these obligations against the Issuer.9.
    
    No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Deed, but this does not affect any right or remedy of any person
which exists or is available apart from that Act.10.
    
    This Deed is governed by, and shall be construed in accordance with, the laws of England.The Issuer irrevocably agrees, for the exclusive benefit of the Relevant Account Holders,
that the courts of England are to have jurisdiction to settle any disputes which may arise
out of or in connection with this Deed and that accordingly any suit, action or proceedings
(together referred to as Proceedings) arising out of or in connection with this Deed may be
brought in such courts.The Issuer irrevocably waives any objection which it may have to the laying of the venue of
any Proceedings in any such court and any claim that any such Proceedings have been brought
in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings
brought in the English courts shall be conclusive and binding upon it and may be enforced in
the courts of any other jurisdiction to the extent permitted by law. Nothing contained in
this clause shall limit any right to take Proceedings against the Issuer in any other court
of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings in any other jurisdiction, to the extent permitted by law
whether concurrently or not.The Issuer appoints Fleetside Legal Representative Services Limited at its registered office
at 9 Cheapside, London EC2V 6AD as its agent for service of process, and undertakes that, in
the event of Fleetside Legal Representative Services Limited ceasing so to act or ceasing to
be registered in England, it will appoint another person as its agent for service of process
in England in respect of any Proceedings. Nothing in this clause shall affect the right to
serve process in any other manner permitted by law.
 
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IN WITNESS
 EXECUTEDas a DEED
    
    
    )by [ENEL  SOCIETÀ PER AZIONI/
    
    
    )ENEL FINANCE INTERNATIONAL S.A.]
    
    
    )acting by
    
    
    )acting on the authority
    
    
    )of that company
    
    
    )in the presence of:
    
    
    )
    77




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PART 2
 FORM OF DEED OF GUARANTEE
 THIS DEED OF GUARANTEE
 BY
 (1)
    
    ENEL  SOCIETÀ PER AZIONI(ENEL)
 IN FAVOUR OF
 (2)
    
    THE NOTEHOLDERS(as defined in the Conditions (as defined below)) for the time being and from
time to time of the Notes (as defined below) and the holders for the time being and from time
to time of the Coupons (if any) appertaining to the Notes; and(3)
    
    THE RELEVANT ACCOUNT HOLDERS(as defined below).
 WHEREAS
 (A)
    
    ENEL and ENEL Finance International S.A. (the Issuer) have entered into an amended and
restated programme agreement (the Programme Agreement, which expression includes the same as
it may be amended and/or supplemented and/or restated from time to time) dated 8 November 2005
with the Dealers named therein under which the Issuer may from time to time issue Notes (such
Notes as issued by the Issuer being Notes, such expression to include Definitive Bearer Notes,
Notes represented by a Global Note and Definitive Registered Notes).(B)
    
    Notes may be Bearer Notes or Registered Notes.Each Tranche of Bearer Notes will initially be represented by a temporary bearer global note
(each a Temporary Global Note) or a permanent bearer global note (each a Permanent Global
Note). Each Temporary Global Note will either be exchangeable for interests in a Permanent
Global Note or for Notes in definitive bearer form (Definitive Bearer Notes) (with, if
applicable, Receipts and Coupons), as indicated in the applicable Final Terms. Each
Permanent Global Note will be exchangeable for Definitive Bearer Notes (with, if applicable,
Receipts and Coupons) only in accordance with its terms.Registered Notes of each Tranche offered and sold in reliance on Regulation S will initially
be represented by a registered global note (a Regulation S Global Note). Registered Notes
of each Tranche sold to QIBs will initially be represented by a registered global note (a
Rule 144A Global Noteand, together with each Temporary Global Note, each Permanent Global
Note, each Regulation S Global Note, the Global Notesand each a Global Note).Interests in a Regulation S Global Note or a Rule 144A Global Note will be exchangeable for
definitive Registered Notes (Definitive Registered Notes) only in accordance with its terms.(C)
    
    Each Global Note may, after issue, be deposited with a depositary for one or more Clearing
Systems (as defined in the Deed of Covenant (as defined below)) (together, the Relevant
Clearing System). Upon any deposit of a Global Note the Underlying Notes (as defined in the
Deed of Covenant) represented by the Global Note will be credited to a securities account or
securities accounts with the Relevant Clearing System. Any account holder with the Relevant
Clearing System which has Underlying Notes credited to its securities account from time to
time (each a Relevant Account Holder) will, subject to and in accordance with the terms and
conditions and operating procedures or
 78




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management regulations of the Relevant Clearing System, be entitled to transfer the
Underlying Notes and (subject to and upon payment being made by the Issuer in accordance
with the terms of the relevant Global Note) will be entitled to receive payments from the
Relevant Clearing System calculated by reference to the Underlying Notes credited to its
securities account.(D)
    
    The Issuer and ENEL have, in relation to the Notes, entered into an amended and restated
agency agreement (the Agency Agreementwhich expression includes the same as it may be amended
and/or supplemented and/or restated from time to time) dated 8 November 2005 with JPMorgan
Chase Bank, N.A. as issuing and principal paying agent and agent bank (the Principal Paying
Agent, which expression shall include any successor principal paying agent) and the other
agents named therein.(E)
    
    The Issuer has executed a Deed of Covenant on 8 November 2005 (the Deed of Covenant, which
expression includes the same as it may be amended and/or supplemented and/or restated from
time to time), relating to Global Notes.(F)
    
    ENEL has agreed to guarantee the payment of all sums expressed to be payable from time to
time by the Issuer to the Beneficiaries (as defined below) in respect of (i) the Notes issued
by the Issuer and/or (ii) the Deed of Covenant executed by the Issuer, on the terms and
conditions contained herein.
 NOW THIS GUARANTEE WITNESSES
 1.
    
    INTERPRETATION1.1
    
    DefinitionsIn this Guarantee the following expressions have the following meanings:Beneficiariesmeans the Noteholders and the Relevant Account Holders and each a Beneficiary;Conditionsmeans, in relation to the Notes of any Series, the terms and conditions endorsed
on or incorporated by reference into the Note or Notes constituting the Series, the terms
and conditions being in or substantially in the form set out in Schedule 2 to the Agency
Agreement or in such other form, having regard to the terms of the Notes of the relevant
Series, as may be agreed between the Issuer, the Principal Paying Agent and the relevant
Dealer, as modified and supplemented by the applicable Final Terms; andpersonmeans any individual, company, corporation, firm partnership, joint venture,
association, organisation, state or agency or a state or other entity whether or not having
separate legal personality.1.2
    
    Other defined termsUnless otherwise defined herein or the context otherwise requires, terms defined in the
Conditions have the same meanings in this Guarantee.The provisions of this Guarantee shall apply to all Notes.2.
    
    GUARANTEE AND INDEMNITY
 2.1
    
    (a)
    
    In relation to the Issuer and any Notes, any Receipts and any Coupons issued by it and in
relation to the Deed of Covenant executed by the Issuer, ENEL as principal obligor hereby
unconditionally and irrevocably guarantees by way of deed poll to each Beneficiary the due
 79




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and punctual payment of all amounts due from time to time to such Beneficiary by the
Issuer in respect of any such Note, Receipt, Coupon or under the Deed of Covenant in
respect thereof, as the case may be, (including any premium or any other amounts of
whatever nature or additional amounts which may become payable under any of the
foregoing) when and as the same shall become due and payable in accordance with the
terms thereof. In case of the failure of the Issuer punctually to make any such
payment, ENEL hereby undertakes to cause such payment to be made punctually when and
as the same shall become due and payable, whether at maturity, upon redemption by
acceleration of maturity or otherwise, as if such payment were made by the Issuer in
accordance with the terms thereof. ENEL hereby: (i) waives any requirement that any
Beneficiary, in the event of any default of such payment by the Issuer, first makes
demand upon or seeks to enforce remedies against the Issuer before seeking to enforce
this Guarantee (ii) agrees that its obligations under this Guarantee shall be
unconditional and irrevocable irrespective of the validity, regularity or
enforceability of such Notes, Receipts, Coupons or the Deed of Covenant in respect
thereof, the absence of any action to enforce the same, any waiver or consent by any
Beneficiary with respect to any provisions thereof, the recovery of any judgment
against the Issuer or any action to enforce the same, any consolidation, merger,
conveyance or transfer by the Issuer or any other circumstance which might otherwise
constitute a legal or equitable discharge or defence of a guarantor and (iii)
covenants that this Guarantee will not be discharged except by complete performance
of the obligations contained in all such Notes, Receipts, Coupons, the Deed of
Covenant and this Guarantee in respect thereof.(b)
    
    For so long as any Global Note is held on behalf of the Relevant Clearing
System each person (other than a Clearing System) who is for the time being a Relevant
Account Holder shall be treated by ENEL as the holder of such nominal amount of such
Notes for all purposes other than with respect to the payment of principal or interest
on such nominal amount of Notes for which purpose: (i) in the case of a Temporary or
Permanent Global Note, the bearer of the relevant Global Note shall be treated by ENEL
as the holder of such Note in accordance with and subject to the terms of the relevant
Global Note, and (ii) in the case of a Regulation S Global Note, the registered holder
of the relevant Regulation S Global Note in accordance with and subject to the terms of
the relevant Regulation S Global Note or in the case of the Rule 144A Global Note, the
registered holder of the relevant Rule 144A Global Note in accordance with and subject
to the terms of the relevant Rule 144A Global Note.(c)
    
    ENEL covenants in favour of each Relevant Account Holder that it will make all
payments under this Guarantee in respect of the nominal amount of Notes for the time
being shown in the records of any Relevant Clearing System as being held by the
Relevant Account Holder and represented by a Global Note to, in the case of a Temporary
or Permanent Global Note, the bearer of such Global Note, in the case of a Regulation S
Global Note, to the registered holder of the Regulation S Global Note and, in the case
of a Rule 144A Global Note, to the registered holder of the Rule 144A Global Note, in
each case in accordance with the terms of this Guarantee and acknowledges that each
Relevant Account Holder may take proceedings to enforce this covenant and any of the
other rights which it has under this Guarantee directly against ENEL.
 2.2
    
    StatusThe obligations of ENEL under this Guarantee are direct, unconditional, and (subject to the
provisions of Condition 4) unsecured and unsubordinated obligations of ENEL and rank at
least equally with all other outstanding unsecured and unsubordinated obligations of ENEL,
present and future, other than obligations, if any, that are mandatorily preferred by
statute or by operation of law.
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2.3
    
    IndemnityENEL irrevocably and unconditionally agrees as a primary obligation to each Beneficiary
that, if any sum referred to in clause 2.1 is not recoverable from ENEL thereunder for any
reason whatsoever (including, without limitation, by reason of any Note, any Receipt, any
Coupon and/or the Deed of Covenant or the provision thereof being or becoming void,
voidable, unenforceable or otherwise invalid or ineffective for any reason under any
applicable law), then (notwithstanding that the same may have been known to such Beneficiary
or any other person), ENEL will pay such sum by way of a full indemnity to such Beneficiary
on demand against any loss incurred by it, in the manner and currency prescribed by the
Conditions. This indemnity constitutes a separate and independent obligation from the other
obligations under this Guarantee and shall give rise to a separate and independent cause of
action.3.
    
    NEGATIVE PLEDGEIn relation to each Series of Notes, so long as any of the Notes of such Series remains
outstanding (as defined in the Agency Agreement), ENEL will not create or have outstanding
(other than by operation of law) any mortgage, lien, pledge or other charge upon the whole
or any part of its assets or revenues, present or future, to secure any Indebtedness unless:
 (a)
    
    the same security shall forthwith be extended equally and rateably to the
Notes, the Receipts and the Coupons of such Series; or(b)
    
    such other security as shall be approved by an Extraordinary Resolution (as
defined in the Agency Agreement) of the Noteholders of such Series shall previously
have been or shall forthwith be extended equally and rateably to the Notes, the
Receipts and the Coupons of such Series.As used herein, Indebtednessmeans any present or future indebtedness for borrowed money of
ENEL which is in the form of, or represented by, bonds, notes, debentures or other
securities and which is or are intended to be quoted, listed or ordinarily dealt in on any
stock exchange, over-the-counter or other established securities market.
 4.
    
    PRESERVATION OF RIGHTS4.1
    
    Continuing obligationsThe obligations of ENEL herein contained shall constitute and be continuing obligations
notwithstanding any settlement of account or other matter or thing whatsoever and shall not
be considered satisfied by any intermediate payment or satisfaction of all or any of the
Issuers obligations under or in respect of any Note, any Receipt, any Coupon and/or the
Deed of Covenant and shall continue in full force and effect until no sum remains payable
under any Note, any Receipt, any Coupon and/or the Deed of Covenant, and all other actual or
contingent obligations of the Issuer thereunder or in respect thereof have been satisfied,
in full. Furthermore, these obligations of ENEL are additional to, and not instead of, any
security or other guarantee or indemnity at any time existing in favour of a Beneficiary,
whether from ENEL or otherwise.4.2
    
    Obligations not dischargedWithout affecting any of the Issuers obligations, ENEL will be liable under this Guarantee
as if it were the sole principal debtor and not merely a surety. Accordingly, it will not
be discharged, nor will its liability be affected, by anything which would not discharge it
or affect its liability if it were the sole principal debtor. Neither the obligations of
ENEL herein contained nor the rights, powers
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(a)
    
    the winding-up, dissolution, administration or re-organisation of the Issuer
(including, without limitation, in relation to ENEL S.A., bankruptcy (faillite),
insolvency, its voluntary or judicial liquidation (liquidation volontaire ou
judiciaire), composition with creditors (concordat préventif de faillite), reprieve
from payment (sursis de paiement), controlled management (gestion contrôlée),
fraudulent conveyance (actio pauliana), general settlement with creditors,
reorganisation or similar laws affecting the rights of creditors generally) or any
change in its status, function, control or ownership or that of any other person;(b)
    
    any of the obligations of the Issuer under or in respect of any Note, any
Receipt, any Coupon and/or the Deed of Covenant being or becoming illegal, invalid,
unenforceable or ineffective in any respect;(c)
    
    any time, waiver, consent or other indulgence being granted or agreed to be
granted to the Issuer or any other person in respect of any of their obligations under
or in respect of any Note, any Receipt, any Coupon and/or the Deed of Covenant;(d)
    
    any amendment to, or any variation, waiver or release of, any obligation of the
Issuer under or in respect of any Note, any Receipt, any Coupon and/or the Deed of
Covenant or any security or other guarantee or indemnity in respect thereof;(e)
    
    the making or absence of any demand on the Issuer or any other person for
payment or the enforcement or absence of enforcement of any Note, any Receipt, any
Coupon and/or the Deed of Covenant; or(f)
    
    any other act, event or omission which, but for this subclause, might operate
to discharge, impair or otherwise affect the obligations expressed to be assumed by
ENEL herein or any of the rights, powers or remedies conferred upon the Beneficiaries
or any of them by this Guarantee or by law.
 4.3
    
    Settlement Conditional
  4.4
    
    Exercise of Rights
  (a)
    
    to make any demand of the Issuer save for the presentation of the relevant
Note, Receipt or Coupon;(b)
    
    to take any action or obtain judgment in any court against the Issuer; or
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(c)
    
    to make or file any claim or proof in a winding-up or dissolution of the Issuer
(including, without limitation, in relation to ENEL S.A., bankruptcy (faillite),
insolvency, its voluntary or judicial liquidation (liquidation volontaire ou
judiciaire), composition with creditors (concordat préventif de faillite), reprieve
from payment (sursis de paiement), controlled management (gestion contrôlée),
fraudulent conveyance (actio pauliana), general settlement with creditors,
reorganisation or similar laws affecting the rights of creditors generally),
  4.5
    
    Deferral of Guarantors rights
  (a)
    
    to be indemnified by the Issuer; or(b)
    
    to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of any Beneficiary against the Issuer in respect of amounts
paid by ENEL under this Guarantee or any security enjoyed in connection with any Note,
any Receipt, any Coupon and/or the Deed of Covenant by any Beneficiary.
  (i)
    
    claim, rank, prove or vote as a creditor of the Issuer or its respective
estates in competition with any Beneficiary (or any trustee or agent on its behalf); or(ii)
    
    receive, claim or have the benefit of any payment, distribution or security
from or on account of the Issuer, or exercise any right of set-off as against the
Issuer.
 4.6
    
    Appropriations
  (a)
    
    refrain from applying or enforcing any other moneys, security or rights held or
received by that Beneficiary (or any trustee or agent on its behalf) in respect of
those amounts, or apply and enforce the same in such manner and order as it sees fit
(whether against those amounts or otherwise), and ENEL shall not be entitled to the
benefit of the same; and(b)
    
    hold in a suspense account any moneys received from ENEL or on account of
ENELs liability under this Guarantee, without liability to pay interest on those
moneys.
 5.
    
    DEPOSIT OF GUARANTEE
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6.
    
    STAMP DUTIES
  7.
    
    WITHHOLDING OR DEDUCTION
   (a)
    
    where the relevant Note, Receipt or Coupon is presented for payment in any Tax
Jurisdiction; or(b)
    
    where the relevant Beneficiary is liable for such taxes or duties by reason of
his having some connection with a Tax Jurisdiction other than the mere holding of such
Note, Receipt, Coupon or Underlying Notes; or(c)
    
    where the relevant Beneficiary would be able to avoid such withholding or
deduction by making a declaration or any other statement, including but not limited to
a declaration of residence or non-residence, but fails to do so; or(d)
    
    where the Beneficiary is able to avoid such withholding or deduction by
presenting the relevant Note and/or Coupon to another Paying Agent in a Member State of
the European Union; or(e)
    
    more than 30 days after the Relevant Date except to the extent that the
relevant Beneficiary would have been entitled to an additional amount on presenting the
same for payment on such thirtieth day assuming that day to have been a Payment Day; or(f)
    
    where such withholding or deduction is imposed on a payment to an individual
resident outside the Republic of Italy and is required to be made pursuant to European
Council Directive 2003/48/EC or any law implementing or complying with, or introduced
in order to conform to, such Directive; or(g)
    
    in respect of any Note having an original maturity (for these purposes,
original maturityshall be the period from, and including, the Issue Date to, but
excluding, the Maturity Date (each as specified on the applicable Final Terms) of less
than 18 months; or
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(h)
    
    to a non-Italian resident Noteholder, to the extent that the Noteholder is
resident in a country which does not allow for a satisfactory exchange of information
with the Italian authorities.
 8.
    
    CURRENCY INDEMNITY
 Contractual Currency
  9.
    
    BENEFIT OF GUARANTEE9.1
    
    Benefit
  9.2
    
    Assignment
  10.
    
    PARTIAL INVALIDITY
  11.
    
    NOTICES11.1
    
    Address for notices
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11.2
    
    Effectiveness
  (a)
    
    if sent by letter, upon receipt by ENEL, and(b)
    
    if sent by fax, upon the senders fax machine printing confirmation of
transmission;
 Provided That
 12.
    
    LAW AND JURISDICTION12.1
    
    Governing law
  12.2
    
    Submission to Jurisdiction
 Proceedings
 12.3
    
    Appointment of Process Agent
  13.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
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IN WITNESS
 SIGNATORIES
 EXECUTED DEED  ENEL  SOCIETÀ PER AZIONI
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SCHEDULE 4
 FORM OF PUT NOTICE
 ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.
 title of relevant Series of Notes
 Notes (1) d redemption date
 
 
 (2)
 
 Payment Instructions
 account](1):
 Bank:
    
    
    
    Branch Address:Branch Code:
    
    
    
    Account Number:Signature of holder:
 To be completed by recipient Registrar/Paying Agent
 (3)
   Signature and stamp of Registrar/Paying Agent
 At its office at:
    
    
    
    On:
 
 NOTES:
 (1)
    
    Complete as appropriate.(2)
    
    The Agency Agreement provides that Notes so returned or delivered (as the case may be) will be sent by post, uninsured and at the
risk of the Noteholder, unless the Noteholder otherwise requests and pays the costs of such insurance to the relevant Paying Agent at
the time of depositing the Note referred to above.(3)
    
    Only relevant for Bearer Fixed Rate Notes (which are not also Index Linked Redemption Notes) in definitive form.N.B.
    
    The Registrar or, as the case may be, the Paying Agent with whom the above-mentioned Notes are deposited will not in any
circumstances be liable to the depositing Noteholder or any other person for any loss or damage arising from any act, default or
omission of such Registrar or Paying Agent in relation to the said Notes or any of them unless such loss or damage was caused by the
fraud or negligence of such Registrar or Paying Agent or its directors, officers or employees.
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SCHEDULE 5
 PROVISIONS FOR MEETINGS OF NOTEHOLDERS
 PART 1
 PROVISIONS FOR MEETINGS OF NOTEHOLDERS OF ENEL
 1.
    
    (a) As used in Part 1 of this Schedule the following expressions shall have the following
meanings unless the context otherwise requires:
 (i)
    
    voting certificateshall mean an English and Italian language
certificate issued by a Paying Agent and dated in which it is stated:
 (A)
    
    that on the date thereof Bearer Notes (not being
Bearer Notes in respect of which a block voting instruction has been
issued and is outstanding in respect of the meeting specified in such
voting certificate or any adjourned such meeting) bearing specified
serial numbers were deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) were held to its order or under its
control and that no such Notes will cease to be so deposited or held
until the first to occur of:
 I.
    
    the conclusion of the meeting
specified in such certificate or, if applicable, of any adjourned
such meeting; andII.
    
    the surrender of the certificate to
the Paying Agent who issued the same; and
 (B)
    
    that the bearer thereof is entitled to attend and
vote at such meeting and any adjourned such meeting in respect of the
Notes represented by such certificate;
 (ii)
    
    block voting instructionshall mean an English and Italian
language document issued by a Paying Agent and dated in which:
 (A)
    
    it is certified that Bearer Notes (not being
Notes in respect of which a voting certificate has been issued and is
outstanding in respect of the meeting specified in such block voting
instruction and any adjourned such meeting) have been deposited with
such Paying Agent or (to the satisfaction of such Paying Agent) were
held to its order or under its control and that none of the Bearer Notes
will cease to be so deposited or held until the first to occur of:
 I.
    
    the conclusion of the meeting
specified in such document or, if applicable, of any adjourned
such meeting; andII.
    
    the surrender to the Paying Agent
not less than 48 hours before the time for which such meeting or
any adjourned such meeting is convened of the receipt issued by
such Paying Agent in respect of each such deposited Bearer Note
which is to be released or (as the case may require) the Bearer
Note or Bearer Notes ceasing with the agreement of the Paying
Agent to be held to its order or under its control and the giving
of notice by the Paying Agent to the Issuer in
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(B)
    
    it is certified that each holder of the Bearer
Notes has instructed such Paying Agent that the vote(s) attributable to
the Bearer Note or Bearer Notes so deposited or held should be cast in a
particular way in relation to the resolution or resolutions to be put to
such meeting or any adjourned such meeting and that all such
instructions are during the period commencing 48 hours prior to the time
for which such meeting or any adjourned such meeting is convened and
ending at the conclusion or adjournment thereof neither revocable nor
capable of amendment;(C)
    
    the aggregate principal amount of the Bearer
Notes so deposited or held are listed distinguishing with regard to each
such resolution between those in respect of which instructions have been
given as aforesaid that the votes attributable thereto should be cast in
favour of the resolution and those in respect of which instructions have
been so given that the votes attributable thereto should be cast against
the resolution; and(D)
    
    one or more persons named in such document (each
hereinafter called a proxy) is or are authorised and instructed by such
Paying Agent to cast the votes attributable to the Bearer Notes so
listed in accordance with the instructions referred to in (C) above as
set out in such document;
 (iii)
    
    24 hoursshall mean a period of 24 hours including all or part
of a day upon which banks are open for business in both the place where the
relevant meeting is to be held and in each of the places where the Paying Agents
have their specified offices (disregarding for this purpose the day upon which
such meeting is to be held) and such period shall be extended by one period or,
to the extent necessary, more periods of 24 hours until there is included as
aforesaid all or part of a day upon which banks are open for business in all of
the places as aforesaid; and(iv)
    
    48 hoursshall mean a period of 48 hours including all or part of
two days upon which banks are open for business both in the place where the
relevant meeting is to be held and in each of the places where the Paying Agents
have their specified offices (disregarding for this purpose the day upon which
such meeting is to be held) and such period shall be extended by one period or,
to the extent necessary, more periods of 24 hours until there is included as
aforesaid all or part of two days upon which banks are open for business in all
of the places as aforesaid.
 (b)
    
    A holder of a Bearer Notemay obtain a voting certificate in respect
of such Bearer Note from a Paying Agent or require a Paying Agent to issue a block
voting instruction in respect of such Bearer Note by depositing such Bearer Note with
such Paying Agent or (to the satisfaction of such Paying Agent) by such Bearer Note
being held to its order or under its control, in each case not less than 48 hours
before the time fixed for the relevant meeting and on the terms set out in subparagraph
1(a)(i)(A) or 1(a)(ii)(A) above (as the case may be), and (in the case of a block
voting instruction) instructing such Paying Agent to the effect set out in subparagraph
1(a)(ii)(B) above. The holder of any voting certificate or the proxies named in any
block voting instruction shall for all purposes in connection with the relevant meeting
or adjourned meeting of Noteholders be deemed to be the holder of the Bearer Notes to
which such voting certificate or block voting instruction relates and the Paying Agent
with which such Notes have been deposited or the person holding the same to the order
or under the control of such Paying Agent shall be deemed for such purposes not to be
the holder of those Bearer Notes.
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2.
    
    The directors of the Issuer or the Noteholders Representative may at any time and shall upon
a requisition in writing signed by the holders of not less than 5 per cent. in principal
amount of the Notes for the time being outstanding convene a meeting of the Noteholders and if
the directors of the Issuer or the Noteholders Representative make default for a period of
seven days in convening such a meeting the same shall be convened by the President of the
competent court.3.
    
    At least 21 days written notice (exclusive of the day on which the notice is given and the
day on which the meeting is to be held) specifying the place, day and hour of each of the
first, second and third call of the meeting (the First Call, the Second Calland the Third
Call, respectively) and the items included in the agenda shall be given to the Noteholders
prior to any meeting of the Noteholders in the manner provided by Condition 12. Such notice,
which shall be in the English language, shall state generally the nature of the business to be
transacted at the meeting thereby convened but (except for an Extraordinary Resolution) it
shall not be necessary to specify in such notice the terms of any resolution to be proposed.
Such notice shall include statements, if applicable, to the effect that Bearer Notes may, not
less than 48 hours before the time fixed for the meeting, be deposited with Paying Agents or
(to their satisfaction) held to their order or under their control for the purpose of
obtaining voting certificates or appointing proxies as described above. A copy of the notice
shall be sent by registered post to the Issuer (unless the meeting is convened by the
directors of the Issuer) and to the Noteholders Representative (unless the meeting is
convened by the Noteholders Representative).4.
    
    A person (who may but need not be a Noteholder) nominated in writing by the Noteholders
Representative shall take the chair at the relevant meeting or adjourned meeting but if no
such nomination is made or if at any meeting or adjourned meeting the person nominated shall
not be present within 15 minutes after the time appointed for holding the meeting or adjourned
meeting the Noteholders present shall choose by a majority vote one of their number to be
Chairman. The Chairman of an adjourned meeting need not be the same person as was Chairman of
the meeting from which the adjournment took place.5.
    
    In addition to the matters described in paragraph 17 below, meetings of the Noteholders may
resolve (inter alia): (a) to appoint or revoke the appointment of the Noteholders
Representative (rappresentante comune); (b) to modify the Conditions by Extraordinary
Resolution (as provided below); (c) to approve motions for Amministrazione Controllata and
Concordato or any analogous proceeding, as set forth in the bankruptcy laws of Italy as
amended from time to time; (d) to establish a fund for the expenses necessary for the
protection of common interests of the Noteholders and related statements of account; and (e)
to pass a resolution concerning any other matter of common interest to the Noteholders.
  91




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(i)
    
    alteration of the majority required to pass an Extraordinary Resolution;(ii)
    
    the sanctioning of any scheme or proposal or substitution as is described in
paragraph 17 below; and(iii)
    
    alteration of this proviso;
  Extraordinary Resolution
 6.
    
    If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may
decide) after the time appointed for any such meeting a quorum is not present for the
transaction of any particular business, then, subject and without prejudice to the transaction
of the business (if any) for which a quorum is present, the meeting shall if convened upon the
requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the
Second Call and, eventually, to the Third Call.7.
    
    Every question submitted to a meeting shall be decided in the first instance by a show of
hands and in case of equality of votes the Chairman shall both on a show of hands and on a
poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled
as a Noteholder or as a holder of a voting certificate or as a proxy.8.
    
    At any meeting unless a poll is (before or on the declaration of the result of the show of
hands) demanded by the Chairman, the Issuer, the Representative of the Noteholders or any
person present holding a Note in definitive form or a voting certificate or being a proxy
(whatever the principal amount of the Notes so held or represented by him) a declaration by
the Chairman that a resolution has been carried or carried by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against such resolution.9.
    
    Subject to paragraph 11 below, if at any such meeting a poll is so demanded it shall be taken
in such manner and subject as hereinafter provided either at once or after an adjournment as
the Chairman directs and the result of such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of the taking of the poll. The demand
for a poll shall not prevent
 
 92




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10.
    
    The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the
same from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully (but for lack of required quorum) have
been transacted at the meeting from which the adjournment took place.11.
    
    Any poll demanded at any such meeting on the election of a Chairman or on any question of
adjournment shall be taken at the meeting without adjournment.12.
    
    The Noteholders Representative and its lawyers and any director, officer or employee of a
corporation being a trustee of these presents and any director, statutory auditor or officer
of the Issuer and its lawyers and any other person authorised so to do by the Noteholders
Representative may attend and speak at any meeting. Save as aforesaid, but without prejudice
to the proviso to the definition of outstanding in clause 1 of this Agreement, no person
shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting
of the Noteholders or join with others in requesting the convening of such a meeting or to
exercise the rights conferred on the Noteholders by Conditions 9 and 10.1 unless he either
produces the Note or Notes in definitive form of which he is the holder or a voting
certificate or is a proxy. No person shall be entitled to vote at any meeting in respect of
Notes held by, for the benefit of, or on behalf of, the Issuer, any Subsidiary of the Issuer,
any holding company of the Issuer or any other Subsidiary of such holding company. Nothing
herein shall prevent any of the proxies named in any block voting instruction from being a
director, officer or representative of or otherwise connected with the Issuer.13.
    
    Subject as provided in paragraph 13 hereof at any meeting:
 (a)
    
    on a show of hands every person who is present in person and produces a Note in
definitive form or voting certificate or is a proxy shall have one vote; and(a)
    
    on a poll every person who is so present shall have one vote in respect of each
1 or such other amount as the Noteholders Representative may in its absolute
discretion stipulate in principal amount of the Notes so produced in definitive form or
represented by the voting certificate so produced or in respect of which he is a proxy.
  14.
    
    The proxies named in any block voting instruction need not be Noteholders.15.
    
    Each block voting instruction together (if so requested by the Noteholders Representative)
with proof satisfactory to the Noteholders Representative of its due execution on behalf of
the relevant Paying Agent and each form of proxy shall be deposited by the relevant Paying
Agent at such place as the Noteholders Representative shall approve not less than 24 hours
before the time appointed for holding the meeting or adjourned meeting at which the proxies
named in the block voting instruction propose to vote and in default the block voting
instruction shall not be treated as valid unless the Chairman of the meeting decides otherwise
before such meeting or adjourned meeting proceeds to business. A copy of each block voting
instruction shall be deposited with the Noteholders Representative before the commencement of
the meeting or adjourned meeting but the Noteholders Representative shall not thereby be
obliged to investigate or be concerned with the validity of or the authority of the proxies
named in any such block voting instruction.
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16.
    
    Any vote given in accordance with the terms of a block voting instruction shall be valid
notwithstanding the previous revocation or amendment of the block voting instruction or of any
of the Noteholders instructions pursuant to which it was executed provided that no intimation
in writing of such revocation or amendment shall have been received from the relevant Paying
Agent by the Issuer at its registered office (or such other place as may have been required or
approved by the Noteholders Representative for the purpose) by the time being 24 hours before
the time appointed for holding the meeting or adjourned meeting at which the block voting
instruction is to be used.17.
    
    A meeting of the Noteholders shall in addition to the powers herein given have the following
powers exercisable only by Extraordinary Resolution (subject to the provisions relating to
quorums and majorities contained in paragraph 5 above) namely:
 (A)
    
    Power to sanction any compromise or arrangement proposed to be
made between the Issuer and the Noteholders and Couponholders or any of them.(B)
    
    Power to sanction any abrogation, modification, compromise or
arrangement in respect of the rights of the Noteholders, the Couponholders or
the Issuer against any other or others of them or against any of their property
whether such rights shall arise under these presents or otherwise.(C)
    
    Power to assent to any modification of the provisions of these
presents which shall be proposed by the Issuer or any Noteholder.(D)
    
    Power to give any authority or sanction which under the
provisions of these presents is required to be given by Extraordinary
Resolution.(E)
    
    Power to appoint any persons (whether Noteholders or not) as a
committee or committees to represent the interests of the Noteholders and to
confer upon such committee or committees any powers or discretions which the
Noteholders could themselves exercise by Extraordinary Resolution.(F)
    
    Power to sanction any scheme or proposal for the exchange or sale
of the Notes for or the conversion of the Notes into or the cancellation of the
Notes in consideration of shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or securities of the Issuer or any other
company formed or to be formed, or for or into or in consideration of cash, or
partly for or into or in consideration of such shares, stock, notes, bonds,
debentures, debenture stock and/or other obligations and/or securities as
aforesaid and partly for or into or in consideration of cash.
 18.
    
    Any resolution passed at a meeting of the Noteholders duly convened and held in accordance
with these presents shall be binding upon all the Noteholders whether present or not present
at such meeting and whether or not voting and upon all Couponholders and each of them shall be
bound to give effect thereto accordingly and the passing of any such resolution shall be
conclusive evidence that the circumstances justify the passing thereof. A resolution in
writing signed by or on behalf of all the Noteholders, which resolution in writing may be
contained in one document or in several documents in like form each signed by or on behalf of
one or more of the Noteholders, shall be as valid, effective and binding as an Extraordinary
Resolution duly passed at such a meeting. Notice of the result of the voting on, or signing
of, any resolution duly considered by the Noteholders shall be published in accordance with
Condition 12 by the Issuer within 14 days of such result being known PROVIDED THAT the
non-publication of such notice shall not invalidate such result.19.
    
    Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be
made and entered in books to be from time to time provided for that purpose by the Issuer
and any such
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95




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PART 2
 PROVISIONS FOR MEETINGS OF NOTEHOLDERS OF ENEL S.A.
 1.
    
    (a) As used in Part 2 of this Schedule the following expressions shall have the following
meanings unless the context otherwise requires:
 (i)
    
    voting certificatemeans an English language certificate issued
by a Paying Agent and dated in which it is stated:
 (A)
    
    that on its date Bearer Notes (not being Bearer
Notes in respect of which a block voting instruction has been issued
and is outstanding in respect of the meeting specified in the voting
certificate and any adjournment of the meeting) bearing specified
serial numbers were deposited with the Paying Agent or (to the
satisfaction of the Paying Agent) were held to its order or under its
control and that none of the Bearer Notes will cease to be so deposited
or held until the first to occur of:
 I.
    
    the conclusion of the meeting
specified in the certificate or, if applicable, any adjourned
meeting; andII.
    
    the surrender of the certificate to
the Paying Agent which issued the same; and
 (B)
    
    that the bearer of the voting certificate is
entitled to attend and vote at the meeting and any adjourned meeting in
respect of the Bearer Notes represented by the certificate;
 (ii)
    
    block voting instructionmeans an English language document
issued by a Paying Agent and dated in which:
 (A)
    
    it is certified that Bearer Notes (not being
Bearer Notes in respect of which a voting certificate has been issued
and is outstanding in respect of the meeting specified in the block
voting instruction and any adjournment of the meeting) have been
deposited with the Paying Agent or (to the satisfaction of the Paying
Agent) were held to its order or under its control and that none of the
Bearer Notes will cease to be so deposited or held until the first to
occur of:
 I.
    
    the conclusion of the meeting
specified in the document or, if applicable, any adjourned
meeting; andII.
    
    the surrender to the Paying Agent
not less than 48 hours before the time for which the meeting or
any adjourned meeting is convened of the receipt issued by the
Paying Agent in respect of each deposited Bearer Note which is to
be released or (as the case may require) the Bearer Note or
Bearer Notes ceasing with the agreement of the Paying Agent to be
held to its order or under its control and the giving of notice
by the Paying Agent to the Issuer in accordance with paragraph 17
hereof of the necessary amendment to the block voting
instruction;
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(B)
    
    it is certified that each holder of the Bearer
Notes has instructed the Paying Agent that the vote(s) attributable to
the Bearer Note or Bearer Notes so deposited or held should be cast in
a particular way in relation to the resolution or resolutions to be put
to the meeting or any adjourned meeting and that all such instructions
are during the period commencing 48 hours before the time for which the
meeting or any adjourned meeting is convened and ending at the
conclusion or adjournment of the meeting neither revocable nor capable
of amendment;(C)
    
    the total number, total nominal amount and the
serial numbers (if available) of the Bearer Notes so deposited or held
are listed distinguishing with regard to each such resolution between
those in respect of which instructions have been given that the
relevant votes should be cast in favour of the resolution and those in
respect of which instructions have been given that the relevant votes
should be cast against the resolution; and(D)
    
    one or more persons named in such document (each
a proxy) is or are authorised and instructed by such Paying Agent to
cast the votes attributable to the Bearer Notes so listed in accordance
with the instructions referred to in subparagraph (iii) as set out in
such document.
  (b)
    
    A holder of Registered Notes may by an instrument in writing (a form of
proxy) signed by the holder or, in the case of a corporation, executed under its
common seal or signed on its behalf by an attorney or a duly authorised officer of
the corporation, appoint any person (a proxy) to act on its behalf in connection with
any meeting or proposed meeting of the Noteholders.
 (i)
    
    Any holder of Registered Notes which is a corporation may by
resolution of its directors or other governing body authorise any person to
act as its representative (a representative) in connection with any meeting or
proposed meeting of the Noteholders.(ii)
    
    Any proxy appointed under subparagraph (a) or representative
appointed under subparagraph (b) shall, so long as the appointment remains in
force, for all purposes in connection with the relevant meeting or adjourned
meeting of Noteholders be deemed to be the holder of the Registered Notes to
which the appointment relates and the holder of the Registered Notes shall be
deemed for those purposes not to be the holder of those Registered Notes.(iii)
    
    If the holder of a Registered Note is DTC or a nominee of DTC,
such nominee or DTC, DTC participants or beneficial owners of interests in
Registered Notes held through DTC participants may appoint proxies in accordance
with and in the form used by DTC as part of its usual procedures from time to
time in relation to meetings of Noteholders. Any proxy so appointed may by an
instrument in writing in the English language signed by the proxy or, in the
case of a corporation, executed under its common seal or signed on its behalf by
an attorney or a duly authorised officer of the corporation and delivered to the
Registrar or any other
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sub-proxy proxy proxies
 (c)
    
    References in Part 2 of this Schedule to the Notesare to the Notes in respect
of which the relevant meeting is convened.
 2.
    
    The Issuer or the Guarantor may at any time and, upon a requisition in writing of
Noteholders holding not less than one-twentieth in nominal amount of the Notes for the time
being outstanding, shall convene a meeting of the Noteholders and if the Issuer or the
Guarantor makes default for a period of seven days in convening the meeting the meeting may
be convened by the requisitionists. Whenever the Issuer or the Guarantor is about to convene
any meeting it shall immediately give notice in writing to the Principal Paying Agent and the
Dealers of the day, time and place of the meeting and of the nature of the business to be
transacted at the meeting. Every meeting shall be held at a time and place approved by the
Principal Paying Agent.3.
    
    At least 30 days notice (exclusive of the day on which the notice is given and the day on
which the meeting is held) specifying the place, day and hour of the meeting shall be given
to the Noteholders in the manner provided in Condition 14. The notice shall state generally
the nature of the business to be transacted at the meeting but (except for an Extraordinary
Resolution) it shall not be necessary to specify in the notice the terms of any resolution to
be proposed. The notice shall include a statement to the effect that (a) Bearer Notes may be
deposited with Paying Agents for the purpose of obtaining voting certificates or appointing
proxies and (b) the holder of Registered Notes may appoint proxies by executing and
delivering a form of proxy to the specified office of the Principal Paying Agent, in each
case not less than 24 hours before the time fixed for the meeting or that, in the case of
corporations, they may appoint representatives by resolution of their directors or other
governing body. A copy of the notice shall be sent by post to the Issuer (unless the meeting
is convened by the Issuer) and to the Guarantor (unless the meeting is convened by the
Guarantor).4.
    
    The person (who may but need not be a Noteholder) nominated in writing by the Issuer shall
be entitled to take the chair at each meeting but if no nomination is made or if at any
meeting the person nominated is not present within fifteen minutes after the time appointed
for holding the meeting the Noteholders present shall choose one of their number to be
Chairman.5.
    
    At any meeting one or more persons present holding Notes or voting certificates or being
proxies or representatives and holding or representing in the aggregate not less than
one-fifth in nominal amount of the Notes for the time being outstanding shall (except for the
purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business
and no business (other than the choosing of a Chairman) shall be transacted at any meeting
unless the requisite quorum is present at the commencement of business. The quorum at any
meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or
more persons present holding Notes or voting certificates or being proxies or representatives
and holding or representing in the aggregate not less than one-half in nominal amount of the
Notes for the time being outstanding provided that at any meeting the business of which
includes any of the following matters (each of which shall only be capable of being effected
after having been approved by Extraordinary Resolution) namely:
 (a)
    
    modification of the Maturity Date of the Notes or reduction or cancellation of
the nominal amount payable upon maturity; or(b)
    
    reduction or cancellation of the amount payable or modification of the payment
date in respect of any interest in respect of the Notes or variation of the method of
calculating the rate of interest in respect of the Notes; or
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(c)
    
    reduction of any Minimum Interest Rate and/or Maximum Interest Rate specified
in the applicable Pricing Supplement; or(d)
    
    modification of the currency in which payments under the Notes are to be made;
or(e)
    
    modification of the majority required to pass an Extraordinary Resolution; or(f)
    
    the sanctioning of any scheme or proposal described in paragraph 18(f); or(g)
    
    alteration of this proviso or the proviso to paragraph 6 below,
  6.
    
    If within fifteen minutes after the time appointed for any meeting a quorum is not present
the meeting shall if convened upon the requisition of Noteholders be dissolved. In any other
case it shall be adjourned to the same day in the next week (or if such day is a public
holiday the next succeeding business day) at the same time and place (except in the case of a
meeting at which an Extraordinary Resolution is to be proposed in which case it shall be
adjourned for a period being not less than 14 days nor more than 42 days and at a place
appointed by the Chairman and approved by the Principal Paying Agent) and at the adjourned
meeting one or more persons present holding Notes or voting certificates or being proxies or
representatives (whatever the nominal amount of the Notes so held or represented by them)
shall (subject as provided below) form a quorum and shall (subject as provided below) have
power to pass any Extraordinary Resolution or other resolution and to decide upon all matters
which could properly have been dealt with at the meeting from which the adjournment took
place had the requisite quorum been present provided that at any adjourned meeting the
business of which includes any of the matters specified in the proviso to paragraph 5 the
quorum shall be one or more persons present holding Notes or voting certificates or being
proxies or representatives and holding or representing in the aggregate not less than
one-third in nominal amount of the Notes for the time being outstanding.7.
    
    Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted
shall be given in the same manner as notice of an original meeting but as if 10 were
substituted for 30 in paragraph 3 and the notice shall (except in cases where the proviso to
paragraph 6 shall apply when it shall state the relevant quorum) state that one or more
persons present holding Notes or voting certificates or being proxies or representatives at
the adjourned meeting whatever the nominal amount of the Notes held or represented by them
will form a quorum. Subject to this it shall not be necessary to give any notice of an
adjourned meeting.8.
    
    Every question submitted to a meeting shall be decided in the first instance by a show of
hands and in the case of an equality of votes the Chairman shall both on a show of hands and
on a poll have a casting vote in addition to the vote or votes (if any) to which he may be
entitled as a Noteholder or as a holder of a voting certificate or as a proxy or as a
representative.9.
    
    At any meeting, unless a poll is (before or on the declaration of the result of the show of
hands) demanded by the Chairman or the Issuer or the Guarantor or by one or more persons
present holding Notes or voting certificates or being proxies or representatives (whatever
the nominal amount of the Notes so held by them), a declaration by the Chairman that a
resolution has been carried or carried by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the resolution.10.
    
    Subject to paragraph 12, if at any meeting a poll is demanded it shall be taken in the
manner and, subject as provided below, either at once or after an adjournment as the Chairman
may direct and the
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11.
    
    The Chairman may with the consent of (and shall if directed by) any meeting adjourn the same
from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully (but for lack of required quorum) have
been transacted at the meeting from which the adjournment took place.12.
    
    Any poll demanded at any meeting on the election of a Chairman or on any question of
adjournment shall be taken at the meeting without adjournment.13.
    
    Any director or officer of the Issuer or the Guarantor and their respective lawyers and
financial advisers may attend and speak at any meeting. Subject to this, but without
prejudice to the proviso to the definition of outstanding in clause 1 of this Agreement, no
person shall be entitled to attend and speak nor shall any person be entitled to vote at any
meeting of the Noteholders or join with others in requisitioning the convening of a meeting
unless he either produces the Bearer Note or Bearer Notes of which he is the holder or a
voting certificate or is a proxy or a representative or is the holder of a Registered Note.
Neither the Issuer, the Guarantor nor any of their respective Subsidiaries shall be entitled
to vote at any meeting in respect of Notes held by it for the benefit of any such company and
no other person shall be entitled to vote at any meeting in respect of Notes held by it for
the benefit of any such company. Nothing contained in this paragraph shall prevent any of
the proxies named in any block voting instruction or form of proxy or any representative from
being a director, officer or representative of or otherwise connected with the Issuer or the
Guarantor.14.
    
    Subject as provided in paragraph 13 at any meeting:
 (a)
    
    on a show of hands every person who is present in person and produces a Bearer
Note or voting certificate or is a holder of a Registered Note or is a proxy or
representative shall have one vote; and(b)
    
    on a poll every person who is so present shall have one vote in respect of:
 (i)
    
    in the case of a meeting of the holders of Notes all of which
are denominated in a single currency, each minimum integral amount of that
currency; and(ii)
    
    in the case of a meeting of the holders of Notes denominated in
more than one currency, each 1.00 or, in the case of a Note denominated in
a currency other than euro, the equivalent of 1.00 in that currency at the
Principal Paying Agents spot buying rate for the relevant currency against
euro at or about 11.00 a.m. (London time) on the date of publication of the
notice of the relevant meeting (or of the original meeting of which the meeting
is an adjournment),
   15.
    
    The proxies named in any block voting instruction or form of proxy and representatives need
not be Noteholders.
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16.
    
    Each block voting instruction together (if so requested by the Issuer or the Guarantor) with
proof satisfactory to the Issuer or, as the case may be, the Guarantor of its due execution
on behalf of the relevant Paying Agent and each form of proxy shall be deposited not less
than 24 hours before the time appointed for holding the meeting or adjourned meeting at which
the proxies named in the block voting instruction or form of proxy propose to vote at a place
approved by the Principal Paying Agent and in default the block voting instruction or form of
proxy shall not be treated as valid unless the Chairman of the meeting decides otherwise
before the meeting or adjourned meeting proceeds to business. A certified copy of each block
voting instruction and form of proxy shall be deposited with the Principal Paying Agent
before the commencement of the meeting or adjourned meeting but the Principal Paying Agent
shall not as a result be obliged to investigate or be concerned with the validity of or the
authority of the proxies named in the block voting instruction or form of proxy.17.
    
    Any vote given in accordance with the terms of a block voting instruction or form of proxy
shall be valid notwithstanding the previous revocation or amendment of the block voting
instruction or form of proxy or of any of the Noteholders instructions under which it was
executed provided that no notice in writing of the revocation or amendment shall have been
received from the relevant Paying Agent or in the case of a Registered Note from the holder
of the Registered Note by the Issuer or, as the case may be, the Guarantor at its registered
office (or any other place approved by the Principal Paying Agent for the purpose) by the
time being 24 hours before the time appointed for holding the meeting or adjourned meeting at
which the block voting instruction or form of proxy is to be used.18.
    
    A meeting of the Noteholders shall in addition to the powers set out above have the
following powers exercisable by Extraordinary Resolution (subject to the provisions relating
to quorum contained in paragraphs 5 and 6) only, namely:
 (a)
    
    power to sanction any compromise or arrangement proposed to be made between
the Issuer and the Guarantor and the Noteholders, Receiptholders and Couponholders or
any of them;(b)
    
    power to sanction any abrogation, modification, compromise or arrangement in
respect of the rights of the Noteholders, Receiptholders and Couponholders against the
Issuer and the Guarantor or against any of their property whether such rights shall
arise under this Agreement, the Notes, the Receipts or the Coupons or otherwise;(c)
    
    power to assent to any modification of the provisions contained in this
Agreement or the Conditions, the Notes, the Receipts, the Coupons, the Guarantee or
the Deed of Covenant which shall be proposed by the Issuer or the Guarantor;(d)
    
    power to give any authority or sanction which under the provisions of this
Agreement or the Notes is required to be given by Extraordinary Resolution;(e)
    
    power to appoint any persons (whether Noteholders or not) as a committee or
committees to represent the interests of the Noteholders and to confer upon any
committee or committees any powers or discretions which the Noteholders could
themselves exercise by Extraordinary Resolution;(f)
    
    power to sanction any scheme or proposal for the exchange or sale of the Notes
for, or the conversion of the Notes into, or the cancellation of the Notes in
consideration of, shares, stock, notes, bonds, debentures, debenture stock and/or
other obligations and/or securities of the Issuer or the Guarantor or any other
company formed or to be formed, or for or into or in consideration of cash, or partly
for or into or in consideration of shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or securities as stated above and partly for or
into or in consideration of cash; and
 101




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(g)
    
    power to approve the substitution of any entity in place of (i) the Issuer (or
any previous substitute) as the principal debtor in respect of the Notes, the Receipts
and the Coupons or (ii) the Guarantor (or any previous substitute) as guarantor under
the Guarantee.
 19.
    
    Any resolution passed at a meeting of the Noteholders duly convened and held in accordance
with these provisions shall be binding upon all the Noteholders whether present or not
present at the meeting and whether or not voting and upon all Couponholders and
Receiptholders and each of them shall be bound to give effect to the resolution accordingly
and the passing of any resolution shall be conclusive evidence that the circumstances justify
its passing. Notice of the result of voting on any resolution duly considered by the
Noteholders shall be published in accordance with Condition 14 by the Issuer within 14 days
of the result being known provided that non-publication shall not invalidate the resolution.20.
    
    The expression Extraordinary Resolutionwhen used in Part 2 of this Schedule or the
Conditions means a resolution passed at a meeting of the Noteholders duly convened and held
in accordance with these provisions by a majority consisting of not less than three-quarters
of the persons voting on the resolution upon a show of hands or if a poll was duly demanded
then by a majority consisting of not less than three-quarters of the votes given on the poll.21.
    
    Minutes of all resolutions and proceedings at every meeting shall be made and duly entered
in books to be from time to time provided for that purpose by the Issuer and any minutes
signed by the Chairman of the meeting at which any resolution was passed or proceedings had
shall be conclusive evidence of the matters contained in them and until the contrary is
proved every meeting in respect of the proceedings of which minutes have been made shall be
deemed to have been duly held and convened and all resolutions passed or proceedings had at
the meeting to have been duly passed or had.22.
    
    Subject to all other provisions contained in Part 2 of this Schedule the Principal
Paying Agent may without the consent of the Issuer, the Guarantor, the Noteholders, the
Receiptholders or the Couponholders prescribe any further regulations regarding the
requisitioning and/or the holding of meetings of Noteholders and attendance and voting at
them as the Principal Paying Agent may in its sole discretion think fit.23.
    
    For the avoidance of doubt, articles 86 to 94-8 of the Luxembourg act dated 10 August 1915 on
commercial companies, as amended, shall not apply.
 102




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SCHEDULE 6
 FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND TALONS
 PART 1
 FORM OF TEMPORARY BEARER GLOBAL NOTE
 ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a)
OF THE INTERNAL REVENUE CODE.
 [ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.
 société anonyme   ]
 TEMPORARY BEARER GLOBAL NOTE
 *
 Notes Issuer Final Terms
  Agency Agreement inter alia Guarantor * Principal Paying Agent
  
 *
    
    Delete where ENEL is the Issuer 103




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(*)
 relevant Clearing Systems
   (a)
    
    if the applicable Final Terms indicates that this Global Note is intended to be a New Global
Note, details of such redemption, payment or purchase and cancellation (as the case may be)
shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such
entry being made, the nominal amount of the Notes recorded in the records of the relevant
Clearing Systems and represented by this Global Note shall be reduced by the aggregate
nominal amount of the Notes so redeemed or purchased and cancelled or by the aggregate amount
of such instalment so paid; or(b)
    
    if the applicable Final Terms indicates that this Global Note is not intended to be a New
Global Note, details of such redemption, payment or purchase and cancellation (as the case
may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant space
in Schedule One recording any such redemption, payment or purchase and cancellation (as the
case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, payment
of an instalment or purchase and cancellation, the nominal amount of the Notes represented by
this Global Note shall be reduced by the nominal amount of such Notes so redeemed or
purchased and cancelled or by the amount of such instalment so paid.
   Exchange Date
 104




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(a)
    
    if the applicable Final Terms indicates that this Global Note is intended to be a New Global
Note, details of such exchange shall be entered pro rata in the records of the relevant
Clearing Systems; or(b)
    
    if the applicable Final Terms indicates that this Global Note is not intended to be a New
Global Note, details of such exchange shall be entered by or on behalf of the Issuer in
Schedule Two and the relevant space in Schedule Two recording such exchange shall be signed by
or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the nominal amount so exchanged. On any
exchange of this Global Note for a Permanent Bearer Global Note, details of such exchange
shall also be entered by or on behalf of the Issuer in Schedule Two to the Permanent Bearer
Global Note and the relevant space in Schedule Two to the Permanent Bearer Global Note
recording such exchange shall be signed by or on behalf of the Issuer.
  105




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106




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##### 



[ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.]
 By:
    
    
    
    
    
    [By:]Authenticated without recourse,Warranty or liability byJPMORGAN CHASE BANK, N.A.By:Effectuated without recourse,
      warranty or liability byas common safekeeperBy:
 107




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Schedule One to the Temporary Bearer Global Note 1
 PART I
 INTEREST PAYMENTS
 Total amount of
    
    
    
    Confirmation of payment onDate made
    
    interest payable
    
    Amount of interest paid
    
    behalf of the Issuer
 
 1
    
    Schedule One should only be completed where
the applicable Final Terms indicates that this Global Note is not intended to
be a New Global Note. 108




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##### 



PART II
 PAYMENT OF INSTALMENT AMOUNTS
 Total amount of
    
    
    
    Remaining nominalInstalment
    
    
    
    amount of this Global
    
    Confirmation ofAmounts
    
    Amount of Instalment
    
    Note following such
    
    payment on behalf ofDate made
    
    payable
    
    Amounts paid
    
    payment*
    
    the Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount. 109




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##### 



PART III
 REDEMPTIONS
 Remaining nominalTotal amount
    
    
    
    amount of this Global
    
    Confirmation ofof principal
    
    Amount of principal
    
    Note following such
    
    redemption on behalfDate made
    
    payable
    
    paid
    
    redemption*
    
    of the Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount. 110




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PART IV
 PURCHASES AND CANCELLATIONS
 Remaining nominal amountPart of nominalamount
    
    of this Global Note following
    
    Confirmation of purchase andDate
    
    of this Global Note
    
    such purchase and
    
    cancellation behalf of themade
    
    purchased and cancelled
    
    cancellation *
    
    Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount. 111




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Schedule Two to the Temporary Bearer Global Note 2
 EXCHANGES
FOR DEFINITIVE BEARER NOTES OR PERMANENT BEARER GLOBAL NOTE
  Nominal amount of thisGlobal Note exchanged
    
    Remaining nominalfor Definitive Bearer
    
    amount of this GlobalNotes or a Permanent
    
    Note following such
    
    Notation made onbehalf ofDate made
    
    Bearer Global Note
    
    exchange*
    
    the Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount.1
    
    Schedule Two should only be completed where
the applicable Final Terms indicates that this Global Note is not intended to
be a New Global Note. 112




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##### 



PART 2
 FORM OF PERMANENT BEARER GLOBAL NOTE
 ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
 [ENEL  SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A.
 société anonyme   ]
 PERMANENT BEARER GLOBAL NOTE
 *
 Notes Issuer Final Terms
  Agency Agreement Guarantor Principal Paying Agent
 (*)
 
 *
    
    Delete where ENEL is the Issuer 113




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##### 



relevant Clearing Systems
   (i)
    
    if the applicable Final Terms indicates that this Global Note is intended to be a New
Global Note, details of such redemption, payment or purchase and cancellation (as the case
may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon
any such entry being made, the nominal amount of the Notes recorded in the records of the
relevant Clearing Systems and represented by this Global Note shall be reduced by the
aggregate nominal amount of the Notes so redeemed or purchased and cancelled or by the
aggregate amount of such instalment so paid; or(ii)
    
    if the applicable Final Terms indicates that this Global Note is not intended to be a
New Global Note, details of such redemption, payment or purchase and cancellation (as the
case may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant
space in Schedule One recording any such redemption, payment or purchase and cancellation
(as the case may be) shall be signed by or on behalf of the Issuer. Upon any such
redemption, payment of an instalment or purchase and cancellation, the nominal amount of the
Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so
redeemed or purchased and cancelled or by the amount of such instalment so paid.
   (i)
    
    if the applicable Final Terms indicates that this Global Note is intended to be a New
Global Note, details of such exchange shall be entered in the records of the relevant
Clearing Systems; or(ii)
    
    if the applicable Final Terms indicates that this Global Note is not intended to be a
New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in
Schedule Two and the relevant space in Schedule Two recording any such exchange shall be
signed by or on behalf of the Issuer. Upon any such exchange, the nominal amount of the
Notes represented by this Global Note shall be increased by the nominal amount of the Notes
so exchanged.
  114




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(i)
    
    if the applicable Final Terms indicates that this Global Note is intended to be a New
Global Note, details of such further notes may be entered in the records of the relevant
Clearing Systems such that the nominal amount of Notes represented by this Global Note may
be increased by the amount of such further notes so issued; or(ii)
    
    if the applicable Final Terms indicates that this Global Note is not intended to be a New
Global Note, details of such exchange shall be entered by or on behalf of the Issuer in
Schedule Two and the relevant space in Schedule Two recording such exchange shall be signed
by or on behalf of the Issuer, whereupon the nominal amount of the Notes represented by this
Global Note shall be increased by the nominal amount of any such Temporary Bearer Global Note
so exchanged.
  (i)
    
    upon not less than 60 days written notice being given to the Principal Paying Agent by
Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an
interest in this Global Note;(ii)
    
    only upon the occurrence of an Exchange Event; or(iii)
    
    at any time at the request of the Issuer.
 Exchange Event
 (1)
    
    an Event of Default has occurred and is continuing;(2)
    
    the Issuer has been notified that both the relevant Clearing Systems have been
closed for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise) or have announced an intention permanently to cease
business or have in fact done so and no successor clearing system is available; or(3)
    
    the Issuer has or will become subject to adverse tax consequences which would
not be suffered were the Notes represented by this Global Note in definitive form.
  (i)
    
    the Issuer will promptly give notice to Noteholders in accordance with
Condition 14 upon the occurrence of an Exchange Event; and(ii)
    
    in the event of the occurrence of any Exchange Event, one or more of the
relevant Clearing Systems acting on the instructions of any holder of an interest in
this Global Note may give notice to the Principal Paying Agent requesting exchange and,
in the event of the occurrence of an Exchange Event as described in (3) above, the
Issuer may also give notice to the Principal Paying Agent requesting exchange. Any
such exchange shall occur no later than 45 days after the date of receipt of the first
relevant notice by the Principal Paying Agent.
  115




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##### 



116




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##### 



[ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.]
 By:
    
    
    
    [By:]Authenticated without recourse,warranty or liability byJPMORGAN CHASE BANK, N.A.By:Effectuated without recourse,
     warranty or liability byas common safekeeperBy:
 117




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##### 



Schedule One to the Permanent Bearer Global Note 3
 PART I
 INTEREST PAYMENTS
 Date
    
    Total amount of interest
    
    
    
    Confirmation of payment onmade
    
    payable
    
    Amount of interest paid
    
    behalf of the Issuer
 
 1
    
    Schedule One should only be completed where the applicable Final Terms indicates that this Global Note is not intended to
be a New Global Note. 118




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##### 



PART II
 PAYMENT OF INSTALMENT AMOUNTS
 Remaining nominalamount of thisTotal amount of
    
    Amount of
    
    Global Note
    
    Confirmation ofDate
    
    Instalment
    
    Instalment Amounts
    
    following such
    
    payment on behalfmade
    
    Amounts payable
    
    paid
    
    payment*
    
    of the Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount. 119




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##### 



PART III
 REDEMPTIONS
 Remainingnominal amountof this GlobalNote following
    
    Confirmation ofDate
    
    Total amount of
    
    Amount of principal
    
    such
    
    redemption onmade
    
    principal payable
    
    paid
    
    redemption*
    
    behalf of the Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount. 120




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##### 



PART IV
 PURCHASES AND CANCELLATIONS
 Remaining nominal amountPart of nominal amount of
    
    of this Global Note
    
    Confirmation of purchasethis Global Note purchased
    
    following such purchase
    
    and cancellation on behalfDate made
    
    and cancelled
    
    and cancellation*
    
    of the Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount. 121




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##### 



Schedule Two to the Permanent Bearer Global Note 4
 SCHEDULE OF EXCHANGES
  Nominal amount ofTemporary Bearer Global
    
    Remaining nominal amount ofNote exchanged for this
    
    this Global Note following such
    
    Notation made onDate made
    
    Global Note
    
    exchange*
    
    behalf of the Issuer
 
 *
    
    See the most recent entry in Part II, III or IV of Schedule One or in Schedule Two in order
to determine this amount.1
    
    Schedule Two should only be completed where the applicable Final Terms indicates that this Global Note is not intended to
be a New Global Note. 122




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##### 



PART 3
 FORMS OF REGISTERED GLOBAL NOTES
 [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (A)
REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE
QUALIFIED INSTITUTIONAL BUYERS; (B) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE
SECURITIES EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND, PRIOR TO THE DATE WHICH IS TWO YEARS
AFTER THE LATER OF THE LAST ISSUE DATE FOR THE SERIES AND THE LAST DATE ON WHICH THE ISSUER OR AN
AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITIES OTHER THAN (1) TO THE ISSUER OR ANY
AFFILIATE THEREOF, (2) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE
904 UNDER THE SECURITIES ACT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND ANY OTHER JURISDICTION; AND (C) IT AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.
 THIS SECURITY AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, THE AGENCY AGREEMENT
REFERRED TO HEREIN) MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WITHOUT THE CONSENT OF, BUT
UPON NOTICE TO, THE HOLDERS OF SUCH SECURITIES SENT TO THEIR REGISTERED ADDRESSES, TO MODIFY THE
RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY
CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL
BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT
(EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS
SECURITY AND ANY SECURITIES ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT ANY
NOTATION THEREOF IS MADE HEREON).
 UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, (DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY REGISTERED NOTE ISSUED IN EXCHANGE FOR THIS GLOBAL NOTE OR ANY
PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUIRED BY AN
AUTHORISED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
 123




---



##### 



HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL
IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (1)
 [THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE EXPIRY OF THE PERIOD
OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL THE NOTES OF THE TRANCHE OF WHICH THIS
NOTE FORMS PART.] (2)
 THIS GLOBAL SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED IN THE
NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE
LIMITED CIRCUMSTANCES SET FORTH IN THIS GLOBAL SECURITY, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN
PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THIS LEGEND. BENEFICIAL INTERESTS IN
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THIS LEGEND.
 [ENEL
 SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.
 société anonyme
 REGISTERED GLOBAL NOTE
 *
 Issuer  Notes Final
Terms
  Agency Agreement inter alia * Registrar
 
 (1)
    
    To be included on Rule 144A Global Note only.(2)
    
    To be included on Regulation S Global Note only.*
    
    Delete where ENEL is the Issuer. 124




---



##### 



*
 Euroclear société anonyme Clearstream, Luxembourg DTC
  Exchange Event
 (1)
    
    an Event of Default has occurred and is continuing;(2)
    
    DTC has notified the Issuer that it is unwilling or unable to continue to act as depositary
for the Notes and no alternative clearing system is available;(3)
    
    DTC has ceased to constitute a clearing agency registered under the U.S. Securities Exchange
Act of 1934, as amended, and no alternative clearing system is available;(4)
    
    the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed
for business for a continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or have announced an intention permanently to cease business or have in fact done
so and no successor clearing system is available; or(5)
    
    the Issuer has or will become subject to adverse tax consequences which would not be suffered
were the Notes represented by this Global Note in definitive form.
  
 *
    
    Delete where ENEL is the Issuer. 125




---



##### 



*
  
 *
     
 *
    
    Delete where ENEL is the Issuer 126




---



##### 



[ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.]
 By:
    
    
    
    [By:]Authenticated without recourse,
     warranty or liability byJPMORGAN CHASE BANK, N.A.By:
 127




---



##### 



PART 4
 FORM OF DEFINITIVE BEARER NOTE
 Face of Note
 00
    
    
    000000
    
    
    [ISIN]
    
    
    00
    
    
    
    0000000
 [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a)
OF THE INTERNAL REVENUE CODE.] (1)
 [ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.
 société anonyme   ]
 Specified Currency and Nominal Amount of Tranche Year of Maturity
 *
 Notes Issuer Final Terms
 Agency Agreement inter alia Principal Paying Agent
  
 (1)
    
    This legend can be deleted if the Notes have
an initial maturity of one year or less.*
    
    Delete where ENEL is the Issuer. 128




---



##### 



[ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL]
 By:
    
    [By:]
 
 JPMORGAN CHASE BANK, N.A.
  129




---



##### 



Reverse of Note
 Terms and Conditions
 Terms and Conditions to be as set out in
Schedule 2 to the Agency Agreement
 Final Terms
 Here may be set out text of Final Terms
relating to the Notes
 130




---



##### 



PART 5
 FORM OF COUPON
 Face of Coupon
 [ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.
 société anonyme   ]
 [ Specified Currency and Nominal Amount of Tranche ]
Notes Due [ Year of Maturity ]
 *
 Part A
 For Fixed Rate Notes :
 This
Coupon is payable to bearer, separately negotiable and
    
    Coupon forsubject
to the Terms and Conditions of the Notes to which
    
    [   ]it appertains.
    
    due on
[   ]
 Part B
 For Floating Rate Notes or Index Linked Interest Notes :
 Coupon for the amount due in accordance with
the Terms and Conditions of the Notes to which
it appertains on the Interest Payment Date falling
in [     ].
    
    Coupon due
in [   ]This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions, under which it may become void
before its due date.
 ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
 00
    
    
    0000000
    
    
    [ISIN]
    
    
    00
    
    
    
    0000000
 
 *
    
    Delete where ENEL is the Issuer. 131




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##### 



PART 6
 FORM OF RECEIPT
 Face of Receipt
 ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
 [ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.
 société anonyme   ]
 [ Specified Currency and Nominal Amount of Tranche ] Notes Due [ Year of Final Maturity ]
 *
  Conditions
   [ENEL  SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A.]
  
 *
    
    Delete where ENEL is the Issuer. 132




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##### 



PART 7
 FORM OF TALON
 Face of Talon
 ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
 [ENEL  SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A.
 société anonyme   ]
 [ Specified Currency and Nominal Amount of Tranche ] Notes Due [ Year of Maturity ]
 *
    [ENEL  SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A.]
  
 *
    
    Delete where ENEL is the Issuer. 133




---



##### 



Reverse of Coupon, Receipt and Talon
 PRINCIPAL PAYING AGENT
 
 OTHER PAYING AGENT
 
  134




---



##### 



PART 8
 FORM OF DEFINITIVE REGISTERED NOTE
 [ENEL  SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A.
 société anonyme   ]
 [ Specified Currency and Nominal Amount of Tranche ] Notes Due [ Year of Maturity ]
 *
 [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (A)
REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE
QUALIFIED INSTITUTIONAL BUYERS; (B) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND, PRIOR TO THE DATE WHICH IS TWO YEARS
AFTER THE LATER OF THE LAST ISSUE DATE FOR THE SERIES AND THE LAST DATE ON WHICH THE ISSUER OR AN
AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITIES OTHER THAN (1) TO THE ISSUER OR ANY
AFFILIATE THEREOF, (2) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE
904 UNDER THE SECURITIES ACT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND ANY OTHER JURISDICTION; AND (C) IT AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.
 THIS SECURITY AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, THE AGENCY AGREEMENT
REFERRED TO HEREIN) MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WITHOUT THE CONSENT OF, BUT
UPON NOTICE TO, THE HOLDERS OF SUCH SECURITIES SENT TO THEIR REGISTERED ADDRESSES, TO MODIFY THE
RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY
CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL
BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT
(EACH OF
 
 *
    
    Delete where ENEL is the Issuer. 135




---



##### 



WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS SECURITY
AND ANY SECURITIES ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT ANY NOTATION THEREOF
IS MADE HEREON).] (1)
 Issuer 1 Notes Final Terms
  Agency Agreement Registrar
 
 *
    [ENEL  SOCIETÀ PER AZIONI/ENEL FINANCE INTERNATIONAL S.A.]
 By:
    
    [By:]
 
 (1)
    
    To be included on Rule 144A Global Note only.1
    
    Delete where ENEL is the Issuer. 136




---



##### 



JPMORGAN CHASE BANK, N.A.
  137




---



##### 



FORM OF TRANSFER
 FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
 Please print or type name and address (including postal code) of transferee Specified Currency
 Signature(s)Date:
 NOTE
 1.
    
    This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Conditions (including, if
required a duly completed certification in the form set out in Schedule 8 to
the Agency Agreement) and must be executed under the hand of the transferor or,
if the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.2.
    
    The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Note in every particular, without
alteration or enlargement or any change whatever.
 138




---



##### 



SCHEDULE 7
 FORM OF DEED POLL
 THIS DEED POLL ENEL société anonyme ENEL S.A. Obligors Obligor
 WHEREAS
 (A)
    
    The Obligors have entered into an amended and restated Programme Agreement dated 8 November
2005 with the Dealers (the Dealers) specified therein relating to the offering and sale of
debt securities of each Obligor (the Securities) on the terms and conditions set forth therein
(such agreement, as amended, supplemented, novated or restated from time to time is referred
to below as the Programme Agreement).
 (B)
    
    Each Obligor, in order to ensure compliance with Rule 144A under the United States Securities
Act of 1933, as amended, (the Securities Act) in connection with resales of the Securities,
has agreed to comply with the information delivery requirements of Rule 144A(d)(4) under the
Securities Act.
  1.
    
    DEFINITIONSCapitalised terms used but not defined in this Deed shall have the same meanings given to
them in the Programme Agreement.2.
    
    FURNISHING OF INFORMATIONEach Obligor in relation to Securities issued by it only and ENEL in relation to Securities
issued under the Programme generally, undertakes that so long as any of the Securities are
restricted securities within the meaning of Rule 144(a)(3) under the Securities Act,
during any period when it is not subject to and in compliance with the reporting
requirements of Sections 13 or 15(d) of the United States Securities Exchange Act of 1934,
as amended (the Exchange Act), or it is not exempt from such reporting requirements pursuant
to and in compliance with Rule 12g3-2(b) under the Exchange Act, it will provide to each
holder or beneficial owner (each a Holder) of such restricted securities and to each
prospective purchaser (as designated by any Holder), upon the request of a Holder or
prospective purchaser, the information required to be provided pursuant to Rule 144A(d)(4)
under the Securities Act.3.
    
    BENEFITThis Deed shall take effect as a Deed Poll for the benefit of the Holders and the
prospective purchasers from time to time and for the benefit of the Dealers. This Deed
shall be deposited with and held by the Registrar until all the obligations of each Obligor
under this Deed have been discharged in full.Each Obligor acknowledges the right of every Holder, prospective purchaser and Dealer to the
production of, and the right of every Holder, prospective purchaser and Dealer to obtain
(upon
 139




---



##### 



payment of a reasonable charge) a copy of, this Deed, and further acknowledges and covenants
that the obligations binding upon it contained in this Deed are owed to, and shall be for
the account of, each and every Holder, prospective purchaser and Dealer, and that each
Holder, prospective purchaser and Dealer shall be entitled severally to enforce those
obligations against the relevant Issuer and, where ENEL is not the relevant Issuer, against
ENEL as Guarantor.4.
    
    STAMP DUTIESThe Obligors jointly and severally undertake to will pay any stamp and other duties and
taxes, including interest and penalties, payable on or in connection with the execution of
this Deed and any action taken by any Holder, prospective purchaser or Dealer to enforce the
provisions of this Deed.5.
    
    WARRANTIESEach Obligor in relation to itself (and ENEL in relation to ENEL S.A.)represents, warrants
and covenants with each Holder, prospective purchaser and Dealer that it has all corporate
power, and has taken all necessary corporate or other steps, to enable it to execute,
deliver and perform this Deed, and that this Deed constitutes a legal, valid and binding
obligation of each Obligor enforceable in accordance with its terms subject to the payment
of certain stamp duties and registration taxes and to the laws of bankruptcy and other laws
affecting the rights of creditors generally.6.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Deed, but this does not affect any right or remedy of any person
which exists or is available apart from that Act.7.
    
    GOVERNING LAW7.1
    
    This Deed is governed by, and shall be construed in accordance with, the laws of England.7.2
    
    Each Obligor irrevocably agrees for the benefit of the Holders, the prospective purchasers
and the Dealers that the courts of England are to have jurisdiction to settle any disputes
which may arise out of or in connection with this Deed and accordingly any suit, action or
proceedings (Proceedings) arising out of or in connection with this Deed may be brought in
such courts. Each Obligor irrevocably waives any objection which it may have to the laying of
the venue of any Proceedings in any such courts and any claim that any Proceedings have been
brought in an inconvenient forum and further irrevocably agrees that a judgment in any
Proceedings brought in the English courts shall be conclusive and binding upon it and may be
enforced in the courts of any other jurisdiction to the extent permitted by law. Nothing
contained in this clause shall limit any right to take Proceedings against the Obligors in any
other court of competent jurisdiction, nor shall the taking of Proceedings in one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction, to the extent
permitted by law whether concurrently or not.7.3
    
    Each Obligor appoints Fleetside Legal Representative Services Limited at its registered
office at 9 Cheapside, London EC2V 6AD as its agent for service of process, and undertakes
that, in the event of Fleetside Legal Representative Services Limited ceasing so to act or
ceasing to be registered in England, it will appoint another person, as the Arranger may
approve, as its agent for the service of process in England in respect of any Proceedings.
Nothing in this clause shall affect the right to serve process in any other manner permitted
by law.
 140




---



##### 



IN WITNESS
 EXECUTEDas a DEED
    
    )by ENEL  SOCIETÀ PER AZIONI,
    
    )acting by
    
    )acting on the authority
    
    )of that company
    
    )in the presence of:
    
    )
 Witness:Name:Address:
 EXECUTEDas a DEED
    
    )by ENEL FINANCE INTERATIONAL S.A. 
acting by
    
    )
)acting on the authority
    
    )of that company
    
    )in the presence of:
    
    )
 Witness:Name:Address:
 141




---



##### 



SCHEDULE 8
 FORM OF TRANSFER CERTIFICATE
 [This certificate is not required for transfers of interests in a Registered Global Note to persons
who wish to hold the transferred interest in the same Registered Global Note]
 Date
 To:
    
    JPMorgan Chase Bank, N.A.
JPMorgan Chase Bank, N.A.
ENEL  Società per azioni
 [ENEL  Società per azioni/ ENEL Finance International S.A.]
(the Issuer)
[ Title of Series of Notes ] (the Notes)
issued pursuant to a Global Medium Term Note Programme (the Programme)
 Conditions Agency Agreement
 insert Specified Currency and nominal amount of Notes specify 1 specify transferor Transferor 6 6 6.
  EITHER
  1.
    
    [either (i) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on the
Transferors behalf knows that the transaction was pre-arranged with a transferee in the
United States or (ii) the transferee is outside the United States, or the Transferor and any
person acting on its behalf reasonably believes that the transferee is outside the United
States;2.
    
    no directed selling efforts have been made in contravention of the requirement of Rule 903(b)
or 904(b) of Regulation S, as applicable; and
 
 1
    
    Delete as appropriate. 142




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3.
    
    the transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act.]1
 OR
 2
 OR:
 3
   Insert name of Transferor
     
 1
    
    Include as applicable. Relevant only if the
proposed transfer or exchange is being made to a person holding in the form of
or for a beneficial interest in one or more Regulation S Global Notes.2
    
    Include as applicable. Relevant only if the
proposed transfer or exchange is being made to a person holding in the form of
or for a beneficial interest in one or more Rule 144A Global Notes.3
    
    Include as applicable. 143




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SCHEDULE 9
 REGISTER AND TRANSFER OF REGISTERED NOTES
 1.
    
    The Registrar shall at all times maintain in a place agreed by the Issuer the Register
showing the amount of the Registered Notes from time to time outstanding and the dates of
issue and all subsequent transfers and changes of ownership of the Registered Notes and the
names and addresses of the holders of the Registered Notes. The holders of the Registered
Notes or any of them and any person authorised by any of them may at all reasonable times
during office hours inspect the Register and take copies of or extracts from it. The Register
may be closed by the Issuer for such periods and at such times (not exceeding in total 30 days
in any one year) as it may think fit.2.
    
    Each Registered Note shall have an identifying serial number which shall be entered on the
Register.3.
    
    The Registered Notes are transferable by execution of the form of transfer endorsed on them
under the hand of the transferor or, where the transferor is a corporation, under its common
seal or under the hand of two of its officers duly authorised in writing.4.
    
    The Registered Notes to be transferred must be delivered for registration to the specified
office of the Registrar with the form of transfer endorsed on them duly completed and executed
and must be accompanied by such documents, evidence and information (including, but not
limited to, a Transfer Certificate) as may be required pursuant to the Conditions and such
other evidence as the Issuer may reasonably require to prove the title of the transferor or
his right to transfer the Registered Notes and, if the form of transfer is executed by some
other person on his behalf or in the case of the execution of a form of transfer on behalf of
a corporation by its officers, the authority of that person or those persons to do so.5.
    
    The executors or administrators of a deceased holder of Registered Notes (not being one of
several joint holders) and in the case of the death of one or more of several joint holders
the survivor or survivors of such joint holders shall be the only person or persons recognised
by the Issuer as having any title to such Registered Notes.6.
    
    Any person becoming entitled to Registered Notes in consequence of the death or bankruptcy of
the holder of such Registered Notes may upon producing such evidence that he holds the
position in respect of which he proposes to act under this paragraph or of his title as the
Issuer shall require be registered himself as the holder of such Registered Notes or, subject
to the preceding paragraphs as to transfer, may transfer such Registered Notes. The Issuer
shall be at liberty to retain any amount payable upon the Registered Notes to which any person
is so entitled until such person shall be registered or shall duly transfer the Registered
Notes.7.
    
    Unless otherwise requested by him, the holder of Registered Notes of any Series shall be
entitled to receive only one Registered Note in respect of his entire holding of the Series.8.
    
    The joint holders of Registered Notes of any Series shall be entitled to one Registered Note
only in respect of their joint holding of the Series which shall, except where they otherwise
direct, be delivered to the joint holder whose name appears first in the Register in respect
of such joint holding.9.
    
    Where a holder of Registered Notes has transferred part only of his holding of Notes
represented by a single Registered Note there shall be delivered to him without charge a
Registered Note in respect of the balance of his holding.10.
    
    The Issuer shall make no charge to the Noteholders for the registration of any holding of
Registered Notes or any transfer of it or for the issue or delivery of Registered Notes in
respect of the holding at
 144




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##### 



the specified office of the Registrar or by uninsured mail to the address specified by the
holder. If any holder entitled to receive a Registered Note wishes to have the same
delivered to him otherwise than at the specified office of the Registrar, such delivery
shall be made, upon his written request to the Registrar, at his risk and (except where sent
by uninsured mail to the address specified by the holder) at his expense.11.
    
    The holder of a Registered Note may (except as ordered by a court of competent jurisdiction
or a public authority and to the fullest extent permitted by applicable laws) be treated at
all times, by all persons and for all purposes as the absolute owner of the Registered Note
notwithstanding any notice any person may have of the right, title, interest or claim of any
other person to the Registered Note. The Issuer shall not be bound to see to the execution of
any trust to which any Registered Note may be subject and no notice of any trust shall be
entered on the Register. The holder of a Registered Note will be recognised by the Issuer as
entitled to his Registered Note free from any equity, set-off or counterclaim on the part of
the Issuer against the original or any intermediate holder of such Registered Note.12.
    
    A Registered Note may not be exchanged for a Bearer Note or vice versa.13.
    
    Restricted Notes shall bear the legend set out in Part 8 of Schedule 6 (the Legend), such
Notes being referred to herein as Legended Notes. Upon the transfer, exchange or replacement
of Legended Notes, or upon specific request for removal of the Legend, the Registrar shall
deliver only Legended Notes or refuse to remove such Legend, as the case may be, unless there
is delivered to the Issuer such satisfactory evidence as may reasonably be required by the
Issuer, which may include an opinion of U.S. counsel, that neither the Legend nor the
restrictions on transfer set forth in it are required to ensure compliance with the provisions
of the Securities Act.
 145




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##### 



SCHEDULE 10
 FORM OF SUBSTITUTION DEED POLL
 ENEL S.A. société anonyme ENEL
 (A)
    
    ENEL S.A. has issued [insert details of the relevant Notes] (the Notes).(B)
    
    The Notes have been issued subject to and have the benefit of an amended and restated Agency
Agreement dated 4 May 2007 (the Agency Agreementwhich expression includes the same as it may
be amended, supplemented or restated from time to time) and entered into between ENEL S.A.,
ENEL, JPMorgan Chase Bank, N.A. as Agent (the Agentwhich expression shall include its
successor or successors for the time being under the Agency Agreement) and the other parties
named therein.(C)
    
    ENEL S.A. has executed a Deed of Covenant dated 8 November 2005 (the Deed of Covenant, which
expression includes the same as it may be amended, supplemented or restated from time to time)
relating to Global Notes (as defined in the Agency Agreement) issued by ENEL S.A.(D)
    
    It has been proposed that in respect of the Notes there will be a substitution of ENEL for
ENEL S.A. as the issuer of the Notes. Expressions defined in the Agency Agreement have the
same meaning in this Deed unless the context requires otherwise.(E)
    
    References herein to Notesinclude any Underlying Notes(as defined in the Deed of Covenant).
[References herein to Receiptsor Couponsare to Receipts or Coupons relating to the Notes.]
References herein to Holdermeans any Noteholder[, Receiptholder, Couponholder] or, in
relation to any Underlying Notes, any Relevant Account Holder.
 THIS DEED WITNESSES
 1.
    
    ENEL agrees that, with effect from and including the later of (i) the date specified by ENEL
S.A. in the notice given by ENEL S.A. to the Noteholders pursuant to Condition 16 and (ii) the
date on which all the other requirements of Condition 16 have been met (the Effective Date),
it shall be deemed to be the Issuerfor all purposes in respect of the Notes [and any Receipts
and Coupons] and accordingly it shall be entitled to all the rights, bound by all the
obligations and subject to all the liabilities contained in them as if it were the Issuer of
the Notes. For the avoidance of doubt, on and from the Effective Date, the Conditions shall be
read and construed as if ENEL were the Issuer of the Notes.2.
    
    With effect from and including the Effective Date, ENEL S.A. shall be released from all its
liabilities, in its capacity as issuer of the Notes, contained in the Notes [and any Receipts
and Coupons].3.
    
    ENEL agrees to indemnify each Noteholder[, Receiptholder and Couponholder] against (A) any
tax, duty, assessment or governmental charge which is imposed on such Holder by (or by any
authority in or of) the Republic of Italy with respect to any Note[, Receipt or Coupon] and
which would not have been so imposed had the substitution not been made and (B) any tax, duty,
assessment or governmental charge, and any cost or expense relating to the substitution,
except that ENEL shall not
 146




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##### 



be liable under such indemnity to pay any additional amounts either on account of imposta
sostitutivaor on account of any other withholding or deduction in the event of payment of
interest or other amounts paid to a non-Italian resident legal entity or a non-Italian
resident individual which is resident in a country which does not allow for a satisfactory
exchange of information.4.
    
    ENEL agrees that the benefit of the undertakings and the covenants binding upon it contained
in this Deed shall be for the benefit of each and every Noteholder[, Receiptholder and
Couponholder] and each Noteholder[, Receiptholder and Couponholder] shall be entitled
severally to enforce such obligations against ENEL.5.
    
    This Deed shall be deposited with and held to the exclusion of ENEL by the Principal Paying
Agent at its specified office for the time being under the Conditions and ENEL hereby
acknowledges the right of every Noteholder to production of this Deed and, upon request and
payment of the expenses incurred in connection therewith, to the production of a copy hereof
certified by the Principal Paying Agent to be a true and complete copy.6.
    
    This Deed may only be amended in the same way as the other Conditions are capable of
amendment under Condition 15 and Schedule 6 of the Agency Agreement.7.
    
    The Deed shall be governed by, and construed in accordance with, English law.8.
    
    Each of ENEL S.A. and ENEL irrevocably agrees for the exclusive benefit of the Holders, that
the Courts of England are to have jurisdiction to settle any disputes which may arise out of
or in connection with this Deed and that accordingly any suit, action or proceedings (together
referred to as Proceedings) arising out of or in connection with this Deed may be brought in
such courts.Each of ENEL S.A. and ENEL irrevocably waives any objection which it may have to the laying
of the venue of any Proceedings in any such court and any claim that any such Proceedings
have been brought in an inconvenient forum and further irrevocably agrees that a judgement
in any Proceedings brought in the English Courts shall be conclusive and binding upon it and
may be enforced in the courts of any other jurisdiction to the extent permitted by law.
Nothing contained in this clause shall limit any right to take Proceedings against ENEL S.A.
and/or ENEL in any other court of competent jurisdiction, nor shall the taking of
Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction, to the extent permitted by law, whether concurrently or not.9.
    
    No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Deed, but this does not affect any right or remedy of any person
which exists or is available apart from that Act.
 
 147




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##### 



IN WITNESS
 Executed as a deed
    
    )by ENEL Finance International S.A.
    
    ))acting by
    
    )acting on the authority
    
    )of that company
    
    )in the presence of:
    
    )
 Witness:Name:Address:
 Executed as a deed
    
    )by ENEL  Società per Azioni
    
    ))acting by
    
    )acting on the authority
    
    )of that company
    
    )in the presence of:
    
    )
 Witness:Name:Address:
 148




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##### 



SCHEDULE 11
 ADDITIONAL DUTIES OF THE PRINCIPAL PAYING AGENT
  1.
    
    The Principal Paying Agent will inform each of Euroclear and Clearstream, Luxembourg (the
ICSDs), through the common service provider appointed by the ICSDs to service the Notes (the
CSP), of the initial issue outstanding amount (IOA) for each Tranche on or prior to the
relevant Issue Date.2.
    
    If any event occurs that requires a mark up or mark down of the records which an ICSD holds
for its customers to reflect such customers interest in the Notes, the Principal Paying Agent
will (to the extent known to it) promptly provide details of the amount of such mark up or
mark down, together with a description of the event that requires it, to the ICSDs (through
the CSP) to ensure that the IOA of the Notes remains at all times accurate.3.
    
    The Principal Paying Agent will at least once every month reconcile its record of the IOA of
the Notes with information received from the ICSDs (through the CSP) with respect to the IOA
maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of
any discrepancies.4.
    
    The Principal Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any
discrepancy identified in the IOA of the Notes.5.
    
    The Principal Paying Agent will promptly provide to the ICSDs (through the CSP) details of
all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets
other than cash, of the assets so delivered).6.
    
    The Principal Paying Agent will (to the extent known to it) promptly provide to the ICSDs
(through the CSP) notice of any changes to the Notes that will affect the amount of, or date
for, any payment due under the Notes.7.
    
    The Principal Paying Agent will (to the extent known to it) promptly provide to the ICSDs
(through the CSP) copies of all information that is given to the holders of the Notes.8.
    
    The Principal Paying Agent will promptly pass on to the Issuer all communications it receives
from the ICSDs directly or through the CSP relating to the Notes.9.
    
    The Principal Paying Agent will (to the extent known to it) promptly notify the ICSDs
(through the CSP) of any failure by the Issuer to make any payment or delivery due under the
Notes when due.
 149




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##### 



SIGNATORIES
 THIS AGREEMENT
 ENEL
 ENEL  SOCIETÀ PER AZIONI
 CLAUDIO MACHETTI
 ENEL S.A.
 ENEL FINANCE INTERNATIONAL S.A.
 GABRIELE FREA
 The Principal Paying and Transfer Agent
 JPMORGAN CHASE BANK, N.A.
 AMAKA ONYEKWELU
 The Registrar
 JPMORGAN CHASE BANK, N.A.
 AMAKA ONYEKWELU
 The other Paying and Transfer Agent
 DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED
 MICHAEL WHELAN      EIMIR MCGRATH
 The Exchange Agent
 JPMORGAN CHASE BANK, N.A.
 AMAKA ONYEKWELU
 150