AGCM

The necessary independence from the French bank, as stipulated by the Authority, has not been guaranteed. The proceeding must be completed by 11 October 2009.

The Italian Competition Authority, at its meeting on 14 May 2009, decided to charge Intesa SanPaolo with non-compliance with the ruling that, on 20 December 2006, authorized the merger between Banca Intesa and San Paolo IMI.

The Antitrust Authority believes the following measures it stipulated have not been fulfilled:

1) the measure whereby Crédit Agricole, from 1 January 2008, was to have a shareholding in Intesa SanPaolo of no more than 5%. The recent agreement stipulated by the French bank with Generali indicates that Crédit Agricole's holding, at the time the agreement was signed, was approximately 5.823% of ISP's ordinary share capital;

2) the measure intended to ensure that Crédit Agricole should not have a presence in the governance of Intesa SanPaolo. The ruling stipulated that "in the Supervisory Committee and in the Management Committee of ISP, as in any other management or administrative entity", there were to be "no direct or indirect representatives of Crédit Agricole or persons having direct or indirect personal relationships with Crédit Agricole”. In the Authority's view, under the terms of the Agreement between Crédit Agricole and Generali the so-called "preventive consultation" (intended not only to provide for consultations before every meeting of Intesa SanPaolo's governance bodies but to exchange and discuss all information and opinions relating to matters of strategic interest, to define and implement a common position or line of conduct, and to agree on how to vote), allows Crédit Agricole, from the date of signing of the Agreement, to be present in the governance of Intesa SanPaolo by way of members of the Supervisory Committee and the Management Committee appointed at the behest of or proposed by Generali;

3) the measure ordering Crédit Agricole “not to participate in any shareholder pact relating to the new bank". In the Authority's view,the terms of the Agreement regarding the method for appointing a future Supervisory Committee and Management Committee of Intesa SanPaolo will, at the time the whole Supervisory Committee is appointed, allow the presentation of common lists of candidates, the proposal of four candidates each, and the voting of all the Intesa SanPaolo shares owned by Crédit Agricole and Generali. For the appointment of the Management Committee, too, consultations are foreseen so as to put forward common candidates and, where one of the two companies is called upon to suggest one or more candidates for a directorship, to agree beforehand on the person(s) to be nominated. More generally speaking, this conduct does not comply with the condition stipulating that “necessary independence between Crédit Agricole and the new bank” that was provided for in the authorization for the merger.

The non-compliance proceeding must be completed by 11 October 2009.

Rome, 14 May 2009