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<SEC-DOCUMENT>0001311435-07-000010.txt : 20070430
<SEC-HEADER>0001311435-07-000010.hdr.sgml : 20070430
<ACCEPTANCE-DATETIME>20070430072648
ACCESSION NUMBER:		0001311435-07-000010
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070430
FILED AS OF DATE:		20070430
DATE AS OF CHANGE:		20070430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENI SPA
		CENTRAL INDEX KEY:			0001002242
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14090
		FILM NUMBER:		07797824

	BUSINESS ADDRESS:	
		STREET 1:		PIAZZALE ENRICO MATTEI 1
		CITY:			ROME ITALY
		STATE:			L6
		ZIP:			00144
		BUSINESS PHONE:		011390659822449

	MAIL ADDRESS:	
		STREET 1:		PIAZZALE ENRICO MATTEI 1
		CITY:			ROME ITALY
		STATE:			L6
		ZIP:			00144
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>sj0407en6k.htm
<TEXT>
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<head>
<title>sj0407en6k</title>
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<body bgcolor="#FFFFFF">

<h5 align="left"><a href="#tocpage">Table of Contents</a></h5>

<hr size="4" noshade color="#000000" style="margin-top: -5px">

<hr size="1" noshade color="#000000" style="margin-top: -10px">

<p align="center" style="font-size: 14pt"><font size="4"><b>SECURITIES
AND EXCHANGE COMMISSION</b></font> <br>
<font size="3"><b>Washington, D.C. 20549</b></font> </p>

<hr size="1" noshade width="25%">

<p align="center" style="font-size: 18pt"><b>Form&nbsp;6-K</b> </p>

<p align="center" style="font-size: 10pt"><b>REPORT OF FOREIGN
ISSUER</b><br>
Pursuant to Rule&nbsp;13a-16 or 15d-16 of<br>
the Securities Exchange Act of 1934 </p>

<p align="center" style="font-size: 10pt">For the month of April
2007 </p>

<p align="center" style="font-size: 24pt"><b>Eni S.p.A.<br>
</b><font size="2">(Exact name of Registrant as specified in its
charter) </font></p>

<p align="center" style="font-size: 10pt"><b>Piazzale Enrico
Mattei 1 - 00144 Rome, Italy</b><br>
(Address of principal executive offices) </p>

<hr size="1" noshade width="25%">

<p align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.) </p>

<p align="center" style="font-size: 10pt">Form&nbsp;20-F&nbsp;<font
face="Wingdings">x</font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Form&nbsp;40-F&nbsp;<font
face="Wingdings">o</font> </p>

<hr size="1" noshade width="25%">

<p align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Indicate
by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2b under the
Securities Exchange Act of 1934.) </p>

<p align="center" style="font-size: 10pt">Yes&nbsp;<font
face="Wingdings">o</font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;<font
face="Wingdings">x</font> </p>

<p align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(If
&#147;Yes&#148; is marked, indicate below the file number
assigned to the registrant in connection with
Rule&nbsp;12g3-2(b): <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>)
</p>

<hr size="1" noshade color="#000000" style="margin-top: -2px">

<hr size="4" noshade color="#000000" style="margin-top: -10px">

<p align="center" style="font-size: 10pt">&nbsp; </p>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center" style="font-size: 10pt"><b>TABLE OF CONTENTS</b>
<!-- TOC --><a name="tocpage"></a> </p>

<p align="left">&nbsp;</p>

<p><a href="#101">Press Release dated April 4, 2007</a></p>

<p><a href="#102">Press Release dated April 4, 2007</a></p>

<p><a href="#100">Press Release dated April 30, 2007</a></p>

<p><a href="#103">Notice of Eni Shareholders&#146; Meeting</a></p>

<p><a href="#104">Report on the proposals of the Board of
Directors to the Shareholders&#146; Meeting</a></p>

<p><a href="#105">Notice of Eni Bondholders&#146; Meeting (Eni
EMTN 2000-2010)</a></p>

<p><a href="#106">Notice of Eni Bondholders&#146; Meeting (Eni
EMTN 2003-2013)</a></p>

<p><a href="#107">Notice on the merger of AgipFuel S.p.A.,
Napoletana Gas Clienti S.p.A., Siciliana Gas Clienti S.p.A. into
Eni S.p.A.</a></p>

<p><a href="#108">Report on the Merger of AgipFuel S.p.A. into
Eni S.p.A.</a></p>

<p><a href="#109">Project of merger of AgipFuel S.p.A. into Eni
S.p.A.</a></p>

<p><a href="#110">Report on the Merger of Napoletana Gas Clienti
S.p.A. into Eni S.p.A.</a></p>

<p><a href="#111">Project of merger of Napoletana Gas Clienti
S.p.A. into Eni S.p.A.</a></p>

<p><a href="#112">Report on the Merger of Siciliana Gas Clienti
S.p.A. into Eni S.p.A.</a></p>

<p><a href="#113">Project of merger of Siciliana Gas Clienti
S.p.A. into Eni S.p.A.</a></p>

<p align="center" style="font-size: 10pt">&nbsp; </p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="left"><!-- /TOC --> </p>

<p align="center" style="font-size: 10pt"><b>SIGNATURES</b> </p>

<p align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorised. </p>

<table border="0" cellpadding="0" cellspacing="0" width="100%"
style="font-size: 10pt">
    <tr>
        <td width="48%">&nbsp;</td>
        <td width="1%">&nbsp;</td>
        <td width="1%">&nbsp;</td>
        <td width="35%">&nbsp;</td>
        <td width="15%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top">&nbsp;</td>
        <td align="center" colspan="3">Eni S.p.A.<br>
        &nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td>&nbsp;</td>
        <td valign="top">&nbsp;&nbsp;&nbsp;</td>
        <td colspan="2" style="border-bottom: 1px solid #000000">&nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td>&nbsp;</td>
        <td>&nbsp;</td>
        <td colspan="2">Name: Fabrizio Cosco&nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td>&nbsp;</td>
        <td>&nbsp;</td>
        <td valign="top">Title:&nbsp;&nbsp;</td>
        <td>Company Secretary&nbsp;</td>
        <td>&nbsp;</td>
    </tr>
    <tr>
        <td colspan="5">&nbsp;</td>
    </tr>
</table>

<p align="left" style="font-size: 10pt">Date: April 30, 2007 </p>

<p align="center" style="font-size: 10pt">&nbsp; </p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="101">Table of Contents</a></h5>

<p align="center"><font size="4"><strong>PRESS RELEASE</strong></font></p>

<h3 align="center"><font size="4">Eni and Enel announce around
$5.8 bn acquisition of Yukos assets</font></h3>

<p><font size="2">Lot number 2 includes 100% of OAO Arctic Gas
Company, ZAO Urengoil Inc, OAO Neftegaztechnologia, 20% of OAO
Gazprom Neft and various minor assets</font></p>

<p><i>San Donato Milanese (Milan) - April 4, 2007</i> - Eni and
Enel announce today that EniNeftegaz (60% Eni, 40% Enel) has
successfully acquired Lot number 2 in the Yukos liquidation
procedure for a total price of around $5.8 bn.</p>

<p>Lot number 2 includes:</p>

<ul>
    <li>100% of OAO Arctic Gas Company</li>
    <li>100% of ZAO Urengoil Inc</li>
    <li>100% of OAO Neftegaztechnologia</li>
    <li>20% of OAO Gazprom Neft</li>
    <li>Various minor assets that will be sold or liquidated</li>
</ul>

<p>&nbsp;</p>

<p><b>Company Contacts:</b></p>

<p><b>Press Office:</b> Phone +39 02.52031875 - +39 06.5982398</p>

<p><b>Switchboard:</b> +39-0659821</p>

<p>ufficio.stampa@eni.it<br>
segreteriasocietaria.azionisti@eni.it<br>
investor.relations@eni.it<br>
<b>Website:</b> www.eni.it</p>

<p align="center">&nbsp;</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="102">Table of Contents</a></h5>

<p align="center"><font size="4"><strong>PRESS RELEASE</strong></font></p>

<p align="center"><font size="4"><b>Eni announces $5.83 bn
acquisition of Yukos assets. Major first step into Russian
upstream market</b></font></p>

<p><font size="2">Lot number 2 includes 100% of OAO Arctic Gas
Company, ZAO Urengoil Inc, OAO Neftegaztechnologia, 20% of OAO
Gazprom Neft and various minor assets</font></p>

<p><i>San Donato Milanese, April 4, 2007</i> - Eni announces
today that EniNeftegaz (60% Eni, 40% Enel S.p.A.
(&quot;Enel&quot;)) has successfully acquired Lot 2 in the Yukos
liquidation procedure for a total price of 151.536 billion rubles
($5.83 bn).</p>

<p>Lot 2 includes:</p>

<p>&#149; 100% of OAO Arctic Gas Company</p>

<p>&#149; 100% of ZAO Urengoil Inc</p>

<p>&#149; 100% of OAO Neftegaztechnologia</p>

<p>&#149; various minor assets that will be sold or liquidated</p>

<p>&#149; 20% of OAO Gazprom Neft which will be wholly owned by
Eni.</p>

<p>These three companies own 5 oil and gas fields and condensate
fields and parts of 3 others in the Yamal Nenets (YNAO) region,
the world&#146;s largest gas producing region. Together they have
around 5 bn boe* of oil and gas reserves.</p>

<p>Eni and Enel have offered Gazprom an option to acquire 51%
participation interest in these assets within two years. In the
event that Gazprom exercises its call option, the assets will be
operated through a joint venture between Eni and Gazprom which
will have access to Eni&#146;s most advanced technologies.</p>

<p>With the aim to develop long-term cooperation with JSC
&quot;Gazprom&quot; Eni agreed with the Russian company to
develop in the nearest future joint investment projects outside
of Russia.</p>

<p>Gazprom Neft (formerly known as Sibneft) is Russia&#146;s
fifth largest oil company. It produces over 900,000 boe/d, with a
refining capacity of 690,000 bpd (all figures include Gazprom
Neft&#146;s 50% equity share of Slavneft).</p>

<p>This transaction marks Eni&#146;s entrance into the Russian
upstream market as a major player and is the third largest
foreign acquisition to date in Russia&#146;s oil and gas sector.</p>

<p>These agreements are an additional step in implementing the
Strategic Partnership between Eni and Gazprom signed in November
2006, under which the two companies established an alliance to
develop upstream, midstream and downstream energy projects inside
and outside of Russia.</p>

<p align="center">&nbsp;</p>

<p align="center"><font size="4">- 1 -</font></p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p>Paolo Scaroni, CEO of Eni, commented: &quot;This transaction
is a major step forward in Eni&#146;s strategy of securing
reserves in the world&#146;s leading hydrocarbons producing
countries. This project is a good example of Eni&#146;s ability
to capitalize on its strategic positioning in midstream and
downstream gas to support the expansion of its upstream
activities. This transaction, which is in the context of a
fruitful ongoing relationship between Italy and Russia,
underlines the value of our strategic partnership with
Gazprom.&quot;</p>

<p><br>
* <i>Russian reserve reporting standards.</i></p>

<p><br>
<b>Company Contacts:</b></p>

<p><b>Press Office:</b> Phone +39 02.52031875 - +39 06.5982398</p>

<p><b>Switchboard:</b> +39-0659821</p>

<p>ufficio.stampa@eni.it<br>
segreteriasocietaria.azionisti@eni.it<br>
investor.relations@eni.it<br>
<b>Website:</b> www.eni.it</p>

<p align="center">&nbsp;</p>

<p align="center"><font size="4">- 2 -</font></p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="100">Table of Contents</a></h5>

<p align="center"><font size="4"><strong>PRESS RELEASE</strong></font></p>

<p align="center"><font size="4"><b>Eni agrees to acquire
Dominion assets in the Gulf of Mexico<br>
for a total amount of US $ 4,757 million</b></font></p>

<p align="center"><font size="4"><i>Eni strengthens its presence
in the area and<br>
becomes one of the major operators in the GOM.</i></font></p>

<p><i>San Donato Milanese (Milan), April 30</i><sup><i>th</i></sup><i>,
2007</i> &#150; Eni, through its subsidiary Eni Petroleum Co.
inc., agrees to acquire the Gulf of Mexico upstream activity of
Dominion, one of the major American energy companies, listed on
the New York stock exchange.</p>

<p>The transaction includes production, development and
exploration assets located in deepwater Gulf of Mexico, in the
continental shelf and in Texas and Louisiana state waters as well
as the staff based in New Orleans. Around 60% of the overall
leases are operated.</p>

<p>The agreed price for the cash transaction is US $ 4,757
million inclusive of exploration assets for US $ 680 million. The
effective date is July 1<sup>st</sup>, 2007.</p>

<p>The acquisition will increase Eni&#146;s equity production in
the Gulf of Mexico from the current 36,000 boepd to more than
110,000 boepd in the second half of 2007 and the 2P equity
reserves by 222 million boe, at an implied cost per barrel of US
$ 18.4. In 2007/2010, production from the acquired assets will
average more than 75,000 boepd.</p>

<p>Main fields are Devils Tower, Triton and Goldfinger (75%
operated) and Front Runner (37.5%) producing fields as well as
San Jacinto (53.3% operated), Q (50%), Spiderman (36.7%) and
Thunderhawk (25%) developing fields. These fields account for
around 70% of total 2P reserves acquired from Dominion.</p>

<p>In addition, Eni will further enhance its portfolio in the
Gulf of Mexico thanks to new leases with significant exploration
potential.</p>

<p align="center">&nbsp;</p>

<p align="center"><font size="4">- 1 -</font></p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p>The transaction is subject to government approvals, 30-days
notice to holders of certain preferential rights to purchase
(which apply to less than 5% of 2P reserves), and to other
customary conditions precedent. Closing is anticipated on July 2<sup>nd</sup>,
2007.</p>

<p>The deal is consistent with Eni&#146;s strategy of acquiring
hydrocarbon reserves and production in key areas, where it can
increase materiality and play an important role as operator
utilizing Eni skills and technologies in deepwater development.</p>

<p>This acquisition - said Paolo Scaroni, Eni's CEO - is central
to our strategy. We grow our production and achieve relevant
synergies with Eni's other US activities. Through this transacion
we reach the necessary critical mass for our activities in the
Gulf of Mexico, and will leverage on our technologies and
competence in off-shore and deep off-shore. This acquisition of
oil assets follows the acquisitions undertaken this year in
Congo, Angola, Alaska and Russia and represents a further step in
our growth strategy.</p>

<p>Eni has been operating in the United States since 1966 with
exploration and development activities and currently holds
interests in 242 leases in the Gulf of Mexico and 151 leases in
Alaska.</p>

<p><font size="4"></font>&nbsp;</p>

<p><b>Company Contacts:</b></p>

<p><b>Press Office:</b> Phone +39 02.52031875 - +39 06.5982398</p>

<p><b>Switchboard:</b> +39-0659821</p>

<p>ufficio.stampa@eni.it<br>
segreteriasocietaria.azionisti@eni.it<br>
investor.relations@eni.it<br>
<b>Website:</b> www.eni.it</p>

<p align="center">&nbsp;</p>

<p align="center"><font size="4">- 2 -</font></p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="103">Table of Contents</a></h5>

<p align="center">Eni S.p.A.<br>
Registered Office: Piazzale Enrico Mattei, No. 1, Rome - Italy<br>
Company Share Capital euro 4,005,358,876.00 fully paid up<br>
Rome Companies Register - Tax Identification Number 00484960588<br>
VAT Number 00905811006 R.E.A. Rome No. 756453</p>

<p align="center"><font size="3"><b>NOTICE OF SHAREHOLDERS'
MEETING</b></font></p>

<p>Shareholders of Eni S.p.A. are hereby invited to attend the
Ordinary Shareholders' Meeting, which will be held in Rome, Via
del Serafico, 89/91, on May 23, 2007 at 10:00 a.m. (CET) on first
call and, if necessary, on May 24, 2007, on second call,
respectively, at the same time and location and the Extraordinary
Shareholders' Meeting, which will be held in Rome, Via del
Serafico, 89/91, on May 22, 2007 at 10:00 a.m. (CET) on first
call and, if necessary, on May 23 and May 24, 2007, at the same
time and location, on second and third call, respectively.</p>

<p align="center"><font size="3"><b>AGENDA</b></font></p>

<p><font size="3"><b>O</b></font><font size="2"><b>RDINARY </b></font><font
size="3"><b>P</b></font><font size="2"><b>ART</b></font></p>

<ol>
    <li>Financial Statements at December 31, 2006, Report of the
        Directors on the course of the business, Report of the
        Board of Statutory Auditors and Report of the Independent
        Auditors of Societ&#224; Finanziaria Eni - Enifin S.p.A., a
        company merged with Eni S.p.A. with deed of December 13,
        2006. Allocation of net income.</li>
    <li>Financial Statements at December 31, 2006, Report of the
        Directors on the course of the business, Report of the
        Board of Statutory Auditors and Report of the Independent
        Auditors of Eni Portugal Investment S.p.A., a company
        merged with Eni S.p.A. with deed of December 13, 2006.
        Allocation of net income.</li>
    <li>Eni Financial Statements at December 31, 2006, Eni
        Consolidated Financial Statements at December 31, 2006,
        Report of the Directors on the course of the business,
        Report of the Board of Statutory Auditors and Report of
        the Independent Auditors.</li>
    <li>Allocation of net income.</li>
    <li>Authorisation to the purchase of Eni shares and
        withdrawal, for the part not yet executed, of the
        authorisation to the purchase of Eni shares approved by
        the Shareholders&#146; Meeting held on May 25, 2006.</li>
    <li>Extension for the three years period 2007-2009 of the
        appointment of PricewaterhouseCoopers S.p.A. as
        Independent Auditors of Eni resolved by the
        Shareholders&#146; Meeting on May 28, 2004.</li>
</ol>

<p><font size="3"><b>E</b></font><font size="2"><b>XTRAORDINARY</b></font><font
size="3"><b> P</b></font><font size="2"><b>ART</b></font></p>

<ol>
    <li>Amendments to Articles 6.2, 13, 17, 24 and 28 of the
        By-laws.</li>
</ol>

<p>Admission to the Shareholders&#146; Meeting is subject to the
delivery of the notification of attendance issued by authorised
financial intermediaries at least two labour days before the date
of the Shareholders&#146; Meeting on first call.</p>

<p>In order to take part in the Shareholders&#146; Meeting,
Shareholders holding shares not yet in uncertificated form, shall
previously deliver said shares to a financial intermediary in
order to have them deposited with Monte Titoli S.p.A. (the
Italian Securities Register Centre) and subsequently transformed
into uncertificated form and request the above-mentioned
notification of attendance.</p>

<p align="center">&nbsp;</p>

<p align="center">- 1 <font size="4">-</font></p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p>The report on the proposals of resolutions of the Board of
Directors to the Shareholders on each item of the Agenda and the
related documentation will be deposited at the Company&#146;s
Registered Office and with the Borsa Italiana S.p.A. (the Italian
Stock Exchange) within April 20, 2007 and shall remain at the
Shareholders&#146; disposal until the date of the
Shareholders&#146; Meeting.</p>

<p>Pursuant to Article 13, first paragraph, of the By-laws, the
Shareholders that, severally or jointly, represent at least 2.5%
of Eni share capital, may ask, within five days as of the date of
publication of the shareholders&#146; meeting notice, to add
other items in the agenda. The request shall contain the matters
to be proposed to the shareholders&#146; meeting. Said faculty
may not be exercised on the matters upon which, pursuant to the
applicable legislation, the shareholders&#146; meeting resolves
on the basis of a proposal of the Board of Directors or on the
basis of a project or report of the Board. The integrations
accepted by the Board shall be published at least ten days before
the shareholders&#146; meeting date, through a notice to be
published as indicated in said Article.</p>

<p>Vote may be exercised also by mail pursuant to current
legislation and subject to the delivery of the above mentioned
notification of attendance by the authorised financial
intermediaries. Shareholders willing to exercise their vote by
mail are entitled to request the Vote by Mail Card and a return
envelope to the Company or the following Depositaries: Intesa
Sanpaolo S.p.A., Banca Nazionale del Lavoro S.p.A., Banca Monte
dei Paschi di Siena S.p.A., Capitalia S.p.A., Banca Fideuram
S.p.A., Eunice Sim S.p.A., Citibank N. A., JPMorgan Chase Bank,
N.A. and Morgan Guaranty Trust Company of New York.</p>

<p>In order to consider the votes by mail valid, envelopes
containing the Vote by Mail Card, duly filled in and signed,
shall be received by Eni S.p.A. - Segreteria societaria, Piazzale
Enrico Mattei, 1 - 00144 Rome, Italy by May 21, 2007, 10:00 a.m.
(CET)<i>.</i> Votes by mail contained in the Vote by Mail Cards
received after said term will not be taken into consideration.</p>

<p>Vote by mail must be exercised personally by the person
entitled to vote on each proposal presented.</p>

<p>The vote by mail may be withdrawn through a declaration to be
delivered to the Company at least one day before the
Shareholders&#146; Meeting.</p>

<p>Beneficial Owners of ADRs, listed on the New York Stock
Exchange, each ADR representing two Eni ordinary shares, who are
recorded in Eni ADRs register of JPMorgan Chase Bank, N.A., ADRs
Depositary, by May 4, 2007 will be entitled to participate in the
Meeting, delegate the exercise of their voting right or to
exercise votes by mail, after having complied with the deposit
and registration requirements. Also Beneficial Owners who have
taken advantage of Proxy Vote or Vote by Mail options are
entitled to assist at the Meeting upon written request to be made
to JPMorgan Chase Bank, N.A..</p>

<p>In order to simplify controls of powers entitling the
participation in the Shareholders&#146; Meeting, people who
intend to participate in the Meeting as legal or voluntary
representatives of Shareholders or other people entitled to take
part in it are requested to deliver to Eni S.p.A.&#146;s
Corporate Secretary the deeds entitling them to said
participation, by mail, also in copy, or by fax, at least two
days before the date of the Meeting.</p>

<p align="center">&nbsp;</p>

<p align="center">- 2 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p>Experts, financial analysts and journalists wishing to attend
the Shareholders&#146; Meeting shall deliver, by mail or fax, a
request to Eni S.p.A.&#146;s Corporate Secretary at least two
days before the date of the Meeting.</p>

<p>Eni S.p.A.'s Corporate Secretary is available for any further
information Shareholders may need at the toll-free number 800 940
924 (for calls from abroad Italy: 80011223456) or fax number + 39
06 59822233.</p>

<p>The Notice, published on the Italian Official Gazette,
&quot;Il Sole 24Ore&quot; and other newspapers of general
circulation and the documentation regarding the
Shareholders&#146; Meeting will be available on www.eni.it and
may be requested by e-mail at
segreteriasocietaria.azionisti@eni.it or by calling the
above-mentioned toll-free numbers or by fax.</p>

<p align="center">The Chairman of the Board of Directors<br>
<b>Mr. Roberto Poli</b></p>

<p align="center">&#176; &#176; &#176; &#176;</p>

<p>To timely comply with admission and registration procedures,
Shareholders are kindly requested to arrive at the Meeting in
advance of the start time of the Meeting itself. Registration for
the Meeting will take place at the same location of the Meeting
and will start at 9:00 a.m. (CET).</p>

<p align="center">&nbsp;</p>

<p align="center">- 3 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage" name="104">Table of Contents</a></h5>

<p align="right"><img src="sj0407sj000001.gif" width="90"
height="90"></p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><font size="5"><b>E</b></font><font size="4"><b>NI
</b></font><font size="5"><b>S.</b></font><font size="4"><b>P.</b></font><font
size="5"><b>A.</b></font></p>

<p align="center"><font size="3"><b>O</b></font><font size="2"><b>RDINARY</b></font><font
size="3"><b> S</b></font><font size="2"><b>HAREHOLDERS&#146;</b></font><font
size="3"><b> M</b></font><font size="2"><b>EETING TO BE HELD ON </b></font><font
size="3"><b>M</b></font><font size="2"><b>AY </b></font><font
size="3"><b>23</b></font><font size="2"><b> AND </b></font><font
size="3"><b>M</b></font><font size="2"><b>AY </b></font><font
size="3"><b>24, 2007 </b></font><font size="2"><b>ON FIRST AND
SECOND CALL, RESPECTIVELY<br>
</b></font><font size="3"><b>E</b></font><font size="2"><b>XTRAORDINARY
</b></font><font size="3"><b>S</b></font><font size="2"><b>HAREHOLDERS&#146;</b></font><font
size="3"><b> M</b></font><font size="2"><b>EETING TO BE HELD ON </b></font><font
size="3"><b>M</b></font><font size="2"><b>AY</b></font><font
size="3"><b> 22, M</b></font><font size="2"><b>AY </b></font><font
size="3"><b>23 </b></font><font size="2"><b>AND </b></font><font
size="3"><b>M</b></font><font size="2"><b>AY</b></font><font
size="3"><b> 24, 2007</b></font><font size="2"><b> ON FIRST,
SECOND AND THIRD CALL, RESPECTIVELY</b></font></p>

<p align="center"><font size="3"><b>R</b></font><font size="2"><b>EPORT
ON THE PROPOSALS OF THE </b></font><font size="3"><b>B</b></font><font
size="2"><b>OARD OF </b></font><font size="3"><b>D</b></font><font
size="2"><b>IRECTORS TO THE </b></font><font size="3"><b>S</b></font><font
size="2"><b>HAREHOLDERS&#146; </b></font><font size="3"><b>M</b></font><font
size="2"><b>EETING</b></font></p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="left"><i>The Italian text prevails over the translation
into English</i></p>

<p align="left">&nbsp;</p>

<p align="left">&nbsp;</p>

<p align="center">- 1 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center"><font size="5"><b>E</b></font><font size="4"><b>NI</b></font><font
size="5"><b> S.</b></font><font size="4"><b>P</b></font><font
size="5"><b>.A.</b></font></p>

<p align="center"><font size="3"><b>O</b></font><font size="2"><b>RDINARY</b></font><b>
</b><font size="3"><b>S</b></font><font size="2"><b>HAREHOLDERS&#146;</b></font><b>
</b><font size="3"><b>M</b></font><font size="2"><b>EETING TO BE
HELD ON </b></font><font size="3"><b>M</b></font><font size="2"><b>AY
</b></font><font size="3"><b>23</b></font><font size="2"><b> AND </b></font><font
size="3"><b>M</b></font><font size="2"><b>AY </b></font><font
size="3"><b>24, 2007</b></font><b> </b><font size="2"><b>ON FIRST
AND SECOND CALL, RESPECTIVELY<br>
</b></font><font size="3"><b>E</b></font><font size="2"><b>XTRAORDINARY
</b></font><font size="3"><b>S</b></font><font size="2"><b>HAREHOLDERS&#146;</b></font><b>
</b><font size="3"><b>M</b></font><font size="2"><b>EETING TO BE
HELD ON </b></font><font size="3"><b>M</b></font><font size="2"><b>AY</b></font><font
size="3"><b> 22, M</b></font><font size="2"><b>AY </b></font><font
size="3"><b>23 </b></font><font size="2"><b>AND </b></font><font
size="3"><b>M</b></font><font size="2"><b>AY</b></font><font
size="3"><b> 24, 2007</b></font><font size="2"><b> ON FIRST,
SECOND AND THIRD CALL, RESPECTIVELY</b></font></p>

<p align="center"><b><i>Report on the proposals of the Board of
Directors to the Shareholders&#146; Meeting</i></b></p>

<p>&nbsp;</p>

<p align="center"><font size="3"><b>O</b></font><font size="2"><b>RDINARY
</b></font><font size="3"><b>P</b></font><font size="2"><b>ART</b></font></p>

<p align="center"><font size="3"><b>I</b></font><font size="2"><b>TEM</b></font><font
size="3"><b> 1</b></font></p>

<blockquote>
    <p align="center"><font size="3"><b>F</b></font><font
    size="2"><b>INANCIAL</b></font><font size="3"><b> S</b></font><font
    size="2"><b>TATEMENTS AT </b></font><font size="3"><b>D</b></font><font
    size="2"><b>ECEMBER </b></font><font size="3"><b>31, 2006, R</b></font><font
    size="2"><b>EPORT OF THE </b></font><font size="3"><b>D</b></font><font
    size="2"><b>IRECTORS ON THE COURSE OF THE BUSINESS, </b></font><font
    size="3"><b>R</b></font><font size="2"><b>EPORT OF THE </b></font><font
    size="3"><b>B</b></font><font size="2"><b>OARD OF </b></font><font
    size="3"><b>S</b></font><font size="2"><b>TATUTORY </b></font><font
    size="3"><b>A</b></font><font size="2"><b>UDITORS AND </b></font><font
    size="3"><b>R</b></font><font size="2"><b>EPORT OF THE </b></font><font
    size="3"><b>I</b></font><font size="2"><b>NDEPENDENT </b></font><font
    size="3"><b>A</b></font><font size="2"><b>UDITORS OF </b></font><font
    size="3"><b>S</b></font><font size="2"><b>OCIET&#192; </b></font><font
    size="3"><b>F</b></font><font size="2"><b>INANZIARIA </b></font><font
    size="3"><b>E</b></font><font size="2"><b>NI </b></font><font
    size="3"><b>- E</b></font><font size="2"><b>NIFIN </b></font><font
    size="3"><b>S.</b></font><font size="2"><b>P</b></font><font
    size="3"><b>.A., </b></font><font size="2"><b>A COMPANY
    MERGED WITH </b></font><font size="3"><b>E</b></font><font
    size="2"><b>NI </b></font><font size="3"><b>S.</b></font><font
    size="2"><b>P</b></font><font size="3"><b>.A. </b></font><font
    size="2"><b>WITH DEED OF </b></font><font size="3"><b>D</b></font><font
    size="2"><b>ECEMBER </b></font><font size="3"><b>13, 2006. A</b></font><font
    size="2"><b>LLOCATION OF NET INCOME</b></font></p>
</blockquote>

<p>To the Shareholders:</p>

<p>the merger of Societ&#224; Finanziaria Eni - Enifin S.p.A. with
Eni S.p.A. became effective on January 2, 2007. As indicated in
the project of merger, Societ&#224; Finanziaria Eni - Enifin
S.p.A.&#146;s operations are charged to Eni Financial Statements
as of January 1, 2007. We therefore submit to the approval of the
Shareholders&#146; Meeting Societ&#224; Finanziaria Eni - Enifin
S.p.A. Financial Statements at December 31, 2006.</p>

<p>For the illustration of said Financial Statements please refer
to Societ&#224; Finanziaria Eni - Enifin S.p.A. 2006 Financial
Statements, deposited at Eni S.p.A.'s Registered Office and with
the Borsa Italiana S.p.A. (the Italian Stock Exchange).</p>

<p>The Board proposes to allot Societ&#224; Finanziaria Eni - Enifin
S.p.A. net income of euro 45,561,983.65 to the Reserve of carried
forward profits that will be considered in the calculation of the
merger imbalance consequent to the merger of Societ&#224; Finanziaria
Eni - Enifin S.p.A. with Eni S.p.A..</p>

<p>You are invited to approve Societ&#224; Finanziaria Eni - Enifin
S.p.A. Financial Statements at December 31, 2006, which disclose
a net income of euro 45,561,983.65 and to allot the net income to
the Reserve of carried forward profits that will be considered in
the calculation of the merger imbalance consequent to the merger
of Societ&#224; Finanziaria Eni - Enifin S.p.A. with Eni S.p.A..</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center">- 2 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p align="center"><font size="3"><b>I</b></font><font size="2"><b>TEM
</b></font><font size="3"><b>2</b></font></p>

<blockquote>
    <p align="center"><font size="3"><b>F</b></font><font
    size="2"><b>INANCIAL </b></font><font size="3"><b>S</b></font><font
    size="2"><b>TATEMENTS AT</b></font><font size="3"><b> D</b></font><font
    size="2"><b>ECEMBER </b></font><font size="3"><b>31, 2006</b></font><font
    size="2"><b>, </b></font><font size="3"><b>R</b></font><font
    size="2"><b>EPORT OF THE </b></font><font size="3"><b>D</b></font><font
    size="2"><b>IRECTORS ON THE COURSE OF THE BUSINESS, </b></font><font
    size="3"><b>R</b></font><font size="2"><b>EPORT OF THE </b></font><font
    size="3"><b>B</b></font><font size="2"><b>OARD OF </b></font><font
    size="3"><b>S</b></font><font size="2"><b>TATUTORY </b></font><font
    size="3"><b>A</b></font><font size="2"><b>UDITORS AND </b></font><font
    size="3"><b>R</b></font><font size="2"><b>EPORT OF THE </b></font><font
    size="3"><b>I</b></font><font size="2"><b>NDEPENDENT </b></font><font
    size="3"><b>A</b></font><font size="2"><b>UDITORS OF</b></font><font
    size="3"><b> E</b></font><font size="2"><b>NI </b></font><font
    size="3"><b>P</b></font><font size="2"><b>ORTUGAL </b></font><font
    size="3"><b>I</b></font><font size="2"><b>NVESTMENT </b></font><font
    size="3"><b>S</b></font><font size="2"><b>.P.</b></font><font
    size="3"><b>A</b></font><font size="2"><b>., A COMPANY MERGED
    WITH </b></font><font size="3"><b>E</b></font><font size="2"><b>NI
    </b></font><font size="3"><b>S</b></font><font size="2"><b>.P.</b></font><font
    size="3"><b>A</b></font><font size="2"><b>. WITH DEED OF </b></font><font
    size="3"><b>D</b></font><font size="2"><b>ECEMBER </b></font><font
    size="3"><b>13, 2006.</b></font><font size="2"><b> ALLOCATION
    OF NET INCOME</b></font></p>
</blockquote>

<p>To the Shareholders:</p>

<p>the merger of Eni Portugal Investment S.p.A. with Eni S.p.A.
became effective on January 2, 2007. As indicated in the project
of merger, Eni Portugal Investment operations are charged to Eni
Financial Statements as of January 1, 2007. We therefore submit
to the approval of the Shareholders&#146; Meeting Eni Portugal
Investment S.p.A. Financial Statements at December 31, 2006.</p>

<p>For the illustration of said Financial Statements please refer
to Eni Portugal Investment S.p.A. 2006 Financial Statements,
deposited at Eni S.p.A.&#146;s Registered Office and with the
Borsa Italiana S.p.A. (the Italian Stock Exchange).</p>

<p>The Board proposes to allot Eni Portugal Investment S.p.A. net
income of euro 247,949,030.63 to the Reserve of carried forward
profits that will be considered in the calculation of the merger
imbalance consequent to the merger of Eni Portugal Investment
S.p.A. with Eni S.p.A..</p>

<p>You are invited to approve Eni Portugal Investment S.p.A.
Financial Statements at December 31, 2006, which disclose a net
income of euro 247,949,030.63 and to allot the net income to the
Reserve of carried forward profits that will be considered in the
calculation of the merger imbalance consequent to the merger of
Eni Portugal Investment S.p.A. with Eni S.p.A..</p>

<blockquote>
    <p>&nbsp;</p>
</blockquote>

<p align="center"><font size="3"><b>I</b></font><font size="2"><b>TEM</b></font><font
size="3"><b> 3</b></font></p>

<blockquote>
    <p align="center"><font size="3"><b>E</b></font><font
    size="2"><b>NI </b></font><font size="3"><b>F</b></font><font
    size="2"><b>INANCIAL </b></font><font size="3"><b>S</b></font><font
    size="2"><b>TATEMENTS AT </b></font><font size="3"><b>D</b></font><font
    size="2"><b>ECEMBER </b></font><font size="3"><b>31, 2006,</b></font><font
    size="2"><b> </b></font><font size="3"><b>C</b></font><font
    size="2"><b>ONSOLIDATED</b></font><font size="3"><b> F</b></font><font
    size="2"><b>INANCIAL<br>
    </b></font><font size="3"><b>S</b></font><font size="2"><b>TATEMENTS
    AT </b></font><font size="3"><b>D</b></font><font size="2"><b>ECEMBER
    </b></font><font size="3"><b>31, 2006</b></font><font
    size="2"><b>, </b></font><font size="3"><b>R</b></font><font
    size="2"><b>EPORT OF THE</b></font><font size="3"><b> D</b></font><font
    size="2"><b>IRECTORS ON THE COURSE OF THE BUSINESS, </b></font><font
    size="3"><b>R</b></font><font size="2"><b>EPORT OF THE </b></font><font
    size="3"><b>B</b></font><font size="2"><b>OARD OF </b></font><font
    size="3"><b>S</b></font><font size="2"><b>TATUTORY </b></font><font
    size="3"><b>A</b></font><font size="2"><b>UDITORS AND </b></font><font
    size="3"><b>R</b></font><font size="2"><b>EPORT OF THE</b></font><font
    size="3"><b> I</b></font><font size="2"><b>NDEPENDENT </b></font><font
    size="3"><b>A</b></font><font size="2"><b>UDITORS</b></font></p>
</blockquote>

<p>To the Shareholders:</p>

<p>for the illustration of Eni Financial Statements please refer
to Eni Annual Report 2006 deposited at the Company's Registered
Office and with the Borsa Italiana S.p.A. (the Italian Stock
Exchange).</p>

<p>You are invited to approve Eni Financial Statements at
December 31, 2006, which disclose a net income of euro
5,821,357,774.51.</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center">- 3 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center"><font size="3"><b>I</b></font><font size="2"><b>TEM</b></font><font
size="3"><b> 4</b></font></p>

<p align="center"><font size="3"><b>A</b></font><font size="2"><b>LLOCATION
OF NET INCOME</b></font></p>

<p>To the Shareholders:</p>

<p>in consideration of Eni 2006 results, the Board of Directors
proposes to approve:</p>

<ul>
    <li>the allocation of euro 3,611,713,444.51 of Eni 2006 net
        income of euro 5,821,357,774.51 left after the payment of
        an interim dividend of euro 0.60 per share resolved by
        the Board of Directors on September 21, 2006 and paid as
        of October 26, 2006, as follows:</li>
</ul>

<blockquote>
    <ul>
        <li>to pay a dividend of 0.65 euro for each share
            outstanding on the ex-dividend date, Eni treasury
            shares on that date excluded. In consideration of the
            payment of the 2006 interim dividend of 0.60 euro per
            share, therefore, the 2006 dividend per share
            proposed amounts at 1.25 euro;</li>
        <li>to the Distributable Reserve the amount left after
            the previous allotment of the dividend;</li>
    </ul>
</blockquote>

<ul>
    <li>the payment of said dividend as from June 21, 2007, being
        the ex-dividend date June 18, 2007.</li>
</ul>

<p align="center">&nbsp;</p>

<p align="center"><font size="3"><b>I</b></font><font size="2"><b>TEM
</b></font><font size="3"><b>5</b></font></p>

<p align="center"><font size="3"><b>A</b></font><font size="2"><b>UTHORISATION
TO THE PURCHASE OF </b></font><font size="3"><b>E</b></font><font
size="2"><b>NI SHARES AND WITHDRAWAL, FOR THE PART NOT YET
EXECUTED, OF THE AUTHORISATION TO THE PURCHASE OF </b></font><font
size="3"><b>E</b></font><font size="2"><b>NI SHARES APPROVED BY
THE </b></font><font size="3"><b>S</b></font><font size="2"><b>HAREHOLDERS&#146;
</b></font><font size="3"><b>M</b></font><font size="2"><b>EETING
HELD ON </b></font><font size="3"><b>M</b></font><font size="2"><b>AY
</b></font><font size="3"><b>25, 2006</b></font></p>

<p>To the Shareholders:</p>

<p>the Shareholders&#146; Meeting held on May 25, 2006 authorised
the purchase of up to 400 million Eni ordinary shares, nominal
value euro 1, within eighteen months as of the Shareholders&#146;
Meeting date. According to said resolution, the total expense
wouldn&#146;t have exceeded 7.4 billion euro and the purchase
price wouldn&#146;t have been lower than Eni share nominal value
and not higher than the reference price recorded on the trading
day preceding each purchase increased of 5% of its amount.</p>

<p>On March 28, 2007 Eni shares bought are 343,408,960
corresponding to 8.57% of Eni current share capital; the related
expense totals 5,712.9 million euro, corresponding to 77.2% of
7.4 billion euro. The average purchase price is 16.636 euro. On
the same date the number of treasury shares held was 332,782,847
for a total amount of 5,566.6 million euro.</p>

<p>The Board intends to continue the buy-back programme,
initiated in 2000, which represents an effective and flexible
instrument to increase the shareholders value. Therefore the
Board proposes to the Shareholders&#146; Meeting to withdraw the
authorisation to purchase Eni shares approved by the
Shareholders&#146; Meeting held on May 25, 2006, for the amount
not yet exercised at the Shareholders&#146; Meeting date, and to
be authorised, pursuant to Article 2357 of the Civil Code and
Article 132 of Legislative Decree No. 58 dated February 24, 1998,
to purchase up to 400 million of Eni shares, nominal value euro
1, corresponding to 9.9866% of Eni share capital, within eighteen
months as of the Shareholders&#146; Meeting date. The total
expense will not exceed the amount of euro 7.4 billion.</p>

<p align="center">&nbsp;</p>

<p align="center">- 4 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p>The purchases will be executed exclusively on the electronic
stock market organised and managed by the Borsa Italiana S.p.A.
(the Italian Stock Exchange), according to the rules issued by
the Italian Stock Exchange itself. The purchase price will not be
lower than Eni shares nominal value and not higher than the
reference price recorded on the trading day preceding each
purchase increased of 5% of its amount.</p>

<p>In order not to trespass the 10% threshold set by Article
2357, third paragraph, of the Civil Code, in the determination of
the number of shares to be purchased and the related total
expense, the treasury shares owned on the Shareholders&#146;
Meeting date will be taken into consideration. The Reserve for
the purchase of Eni shares, as per Article 2357-<em>ter</em> of
the Italian Civil Code, is already available for the
corresponding amount.</p>

<p>You are invited to:</p>

<ul>
    <li>withdraw the delegation of authority to the Board of
        Directors to purchase treasury shares approved by the
        Ordinary Shareholders&#146; Meeting held on May 25, 2006
        for the amount not yet exercised at the
        Shareholders&#146; Meeting date;</li>
    <li>authorise the Board of Directors, pursuant to Article
        2357, second paragraph, of the Civil Code, to purchase up
        to 400,000,000 (four hundred million) Eni ordinary
        shares, nominal value euro 1, within eighteen months as
        of the Shareholders&#146; Meeting date. The purchases
        will be executed exclusively on the electronic stock
        market organised and managed by the Borsa Italiana S.p.A.
        (the Italian Stock Exchange), according to the rules
        issued by the Italian Stock Exchange itself. The purchase
        price will not be lower than Eni shares nominal value and
        not higher than the reference price recorded on the
        trading day preceding each purchase increased of 5% of
        its amount. The total expense will not exceed however 7.4
        billion euro. In order not to trespass the 10% threshold
        set by Article 2357, third paragraph, of the Civil Code,
        in the determination of the number of shares to be
        purchased and the related total expense, the number and
        the value of the treasury shares owned on the
        Shareholders&#146; Meeting date will be taken into
        consideration;</li>
    <li>delegate any and all powers to the Chief Executive
        Officer to execute, directly or through
        attorneys-in-fact, any and all acts necessary to enforce
        such resolution.</li>
</ul>

<p align="center">&nbsp;</p>

<p align="center"><font size="3"><b>I</b></font><font size="2"><b>TEM</b></font><font
size="3"><b> 6</b></font></p>

<p align="center"><font size="3"><b>E</b></font><font size="2"><b>XTENSION
FOR THE THREE YEARS PERIOD </b></font><font size="3"><b>2007-2009</b></font><font
size="2"><b> OF THE APPOINTMENT OF </b></font><font size="3"><b>P</b></font><font
size="2"><b>RICEWATERHOUSE</b></font><font size="3"><b>C</b></font><font
size="2"><b>OOPERS </b></font><font size="3"><b>S</b></font><font
size="2"><b>.P.</b></font><font size="3"><b>A</b></font><font
size="2"><b>. AS </b></font><font size="3"><b>I</b></font><font
size="2"><b>NDEPENDENT </b></font><font size="3"><b>A</b></font><font
size="2"><b>UDITORS OF </b></font><font size="3"><b>E</b></font><font
size="2"><b>NI RESOLVED BY THE </b></font><font size="3"><b>S</b></font><font
size="2"><b>HAREHOLDERS&#146; </b></font><font size="3"><b>M</b></font><font
size="2"><b>EETING ON </b></font><font size="3"><b>M</b></font><font
size="2"><b>AY </b></font><font size="3"><b>28, 2004</b></font></p>

<p>To the Shareholders:</p>

<p>the appointment of PricewaterhouseCoopers S.p.A.
(&quot;PWC&quot;) as Independent Auditors approved by the
shareholders&#146; meeting held on May 28, 2004 will expire on
the date of the shareholders&#146; meeting called to approve Eni
S.p.A. Financial Statements at December 31, 2006.</p>

<p>The Board submits to the approval of the Shareholders&#146;
Meeting the proposal of the Board of Statutory Auditors to extend
for the three years period 2007-2009 the appointment of PWC as
Independent Auditors. The proposal is attached hereto.</p>

<p align="center">&nbsp;</p>

<p align="center">- 5 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p>&quot;To the Shareholders:</p>

<p>the appointment of PricewaterhouseCoopers S.p.A.
(&quot;PWC&quot;) as Independent Auditors approved by the
shareholders&#146; meeting held on May 28, 2004 will expire on
the date of the shareholders&#146; meeting called to approve Eni
S.p.A. Financial Statements at December 31, 2006.</p>

<p>The Board of Statutory Auditors (the &quot;Board&quot;)
intends to opt for the proposal of extending the current
appointment of PWC for the three years period 2007-2009 (the
&quot;Proposal&quot;), as it satisfies operational motivations
and is coherent with the current legislation applicable. The
Board, on October 25, 2006, examined the Proposal containing the
Audit Plan of the Eni Group companies&#146; and consolidated
financial statements for the years 2007, 2008 and 2009, in order
to express the opinion requested by Article 156 of Legislative
Decree issued on February 24, 1998, No. 58. The Board ascertained
that the Audit Plan is adequate and complete.</p>

<p>The Proposal:</p>

<ul>
    <li>aims at satisfying the following operative goals:</li>
</ul>

<blockquote>
    <ol>
        <li>to avoid the burdens consequent to the change of the
            current Independent Auditor, with whom the principles
            and conditions of implementation in Eni Group of the
            Sarbanes Oxley Act (&quot;SOA&quot;) have been agreed
            just one year ago;</li>
        <li>to continue said implementation in order to take
            immediately advantage of the activities already done;</li>
        <li>to take the opportunity of getting more operational
            efficiencies from the optimization of Audit and SOA
            activities;</li>
    </ol>
</blockquote>

<ul>
    <li>is coherent with the current legislation applicable as,
        pursuant to Article 8, paragraph 7, of Legislative Decree
        issued on December 29, 2006 No. 303: &quot;the audit
        activities carried out on the basis of the appointment of
        the independent auditor in force on the date of
        effectiveness of this Decree, whose duration, taking in
        consideration also the related renewals and extensions,
        if any, is less than nine financial years, may, within
        the date of the first shareholders&#146; meeting called
        to approve the company&#146;s financial statements be
        extended in order to adequate their duration to the
        limits set forth in Article 159, paragraph 4&quot;.</li>
</ul>

<p>The Board has ascertained that the independence requirements
for PWC are satisfied and that no situation of incompatibility is
present; therefore the Board proposes to extend the appointment
of PWC as Independent Auditor for the next three years period for
the audit of Eni S.p.A. and Eni consolidated Financial
Statements, the audit of the regularity of the accounting
procedures in the course of the financial year and for the
limited review of Eni half-year report. Further, as Eni shares
are listed also on the New York Stock Exchange (NYSE), the Board
proposes to extend to PWC, for the same period, the execution of
the audit activities required by SEC norms regarding the audit of
the information on the accounting data released in the U.S.A.
(&quot;Form 20-F&quot;) and of the accounting adjustments
consequent to the application of U.S. GAAP, the issue of the
English version of the audit report in compliance with US
standards and the audit of the internal control system regarding
the consolidated financial statement, according to SOA
provisions.</p>

<p align="center">&nbsp;</p>

<p align="center">- 6 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p>To the Shareholders:</p>

<p>You are invited to approve the proposal of extending the
appointment of PricewaterhouseCoopers S.p.A. as Independent
Auditor of Eni resolved by the Shareholders&#146; Meeting on May
28, 2004<b> </b>for the three years period 2007-2009 in order to
execute the following activities:</p>

<ul>
    <li>the audit of Eni S.p.A. and Eni consolidated Financial
        Statements, pursuant to Article 159 of Legislative Decree
        dated February 24, 1998 No. 58, as amended by the
        Legislative Decree dated December 29, 2006, No. 303;</li>
    <li>the audit, to be executed in the course of the financial
        year, of the regularity of the accounting procedures
        applied and of the correct accounting representation of
        the business activities, pursuant to Article 155 of
        Legislative Decree dated February 24, 1998 No. 58;</li>
    <li>the limited review of Eni half-year report, pursuant to
        Consob Communication No. 97001574 dated February 20,
        1997;</li>
    <li>the audit of the accounting data released in the U.S.A.
        to comply with SEC Regulations (&quot;Form 20-F&quot;)
        and of the accounting adjustments consequent to the
        application of U.S. GAAP on the financial statement drawn
        on the basis of then Italian GAAP and the release of the
        audit report in English set forth in compliance with US
        standards issued by the PCAOB, as Eni shares are listed
        also on the NYSE;</li>
    <li>the audit of the internal control system regarding the
        consolidated financial statement, according to SOA
        provisions. PWC has informed that it was not able for it
        to select Eni Group companies to be submitted to said
        audit activities; they would be selected in the
        definition of the yearly audit activities plan. Therefore
        the quotations are referred to Eni S.p.A. and the
        aggregate of Eni companies to whom SOA provisions shall
        apply.</li>
</ul>

<p>The Board of Statutory Auditors of Eni Group listed companies
Saipem and Snam Rete Gas have proposed to the respective
shareholders&#146; meetings the extension of the current
appointment of PWC as Independent Auditor; PWC therefore will
execute audit activities also for those companies and their
subsidiaries; its audit activities, therefore, cover 98% of total
assets and revenues of Eni consolidated financial statement.</p>

<p>PWC offer comprises Eni S.p.A. and 207 Eni subsidiaries
(Saipem S.p.A., Snam Rete Gas S.p.A. and their subsidiaries
excluded). The 2007 total fees amount euro 17 million (217,678
hours) and the 2008 and 2009 the total annual fees amount euro 16
million (201,816 hours). The fees are considered fair in
consideration of the market conditions and the peculiarities of
Eni Group.</p>

<p>PWC will also execute supplemental audit activities according
to the terms and conditions set forth by Document No. 600 of the
Italian Audit Principles; therefore it will assume the full
responsibility of the audit executed by the minor audit firms
appointed by Eni subsidiaries (representing about 2% of total
assets and revenues of Eni Group). Consequently, PWC will assume
in Eni consolidated financial statements audit report the role
and responsibility of Eni Group Sole Independent Auditor.</p>

<p>The fees asked by PricewaterhouseCoopers S.p.A. for the audit
activities regarding Eni S.p.A. (audit of Eni S.p.A. and Eni
consolidated Financial Statements, limited review of Eni
half-year report, accounting adjustments consequent to the
application of U.S. GAAP and the execution of other the
activities required by SEC norms) and for the audit activities
required by SOA provisions totals euro 10,361,650.00 for 2007 and
9,373,650.00 for 2008 and 2009. The tables below set forth a
breakdown for each audit activity (values are expressed in euro).</p>

<p align="center">&nbsp;</p>

<p align="center">- 7 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>
<div align="center"><center>

<table border="1" cellpadding="4" width="100%">
    <tr>
        <td width="38%" height="18">&nbsp;</td>
        <td colspan="2" width="31%" height="18"><p align="center"><font
        size="2"><b>2007</b></font></p>
        </td>
        <td colspan="2" width="30%" height="18"><p align="center"><font
        size="2"><b>2008-2009</b></font></p>
        </td>
    </tr>
    <tr>
        <td width="38%">&nbsp;</td>
        <td width="14%"><p align="center"><font size="2"><b>Hours</b></font></p>
        </td>
        <td width="17%"><p align="center"><font size="2"><b>Fees</b></font></p>
        </td>
        <td width="14%"><p align="center"><font size="2"><b>Hours</b></font></p>
        </td>
        <td width="16%"><p align="center"><font size="2"><b>Fees</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="38%"><font size="2"><b>a) Eni
        S.p.A. Financial Statements Audit</b></font></td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">18,131</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">1,277,400</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">18,131</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,277,400</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="38%"><font size="2"><b>b) Eni
        Consolidated Financial Statements Audit</b></font></td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">4,397</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">308,200</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">4,397</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">308,200</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="38%"><font size="2"><b>c)
        Audit of the regularity of the accounting procedures
        during the FY</b></font></td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">4,370</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">308,350</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">4,370</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">308,350</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="38%"><font size="2"><b>d)
        Limited review of Eni half-year Report</b></font></td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">4,170</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">293,500</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">4,170</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">293,500</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="38%"><font size="2"><b>e)
        Audit of the accounting adjustments consequent to the
        application of U.S. GAAP and other activities required by
        SEC norms</b></font></td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">3,964</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">279,200</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">3,964</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">279,200</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="38%"><font size="2"><b>f)
        Audit of the internal control system regarding Eni
        consolidated financial statement according to SOA
        provisions</b></font></td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">86,896</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">7,895,000</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">76,034</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">6,907,000</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="38%"><font size="2"><strong>Total</strong></font></td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2"><strong>121,928</strong></font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2"><strong>10,361,650</strong></font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2"><strong>111,066</strong></font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2"><strong>9,373,650</strong></font></p>
        </td>
    </tr>
</table>
</center></div>

<p><b>Details for each activity contained in the Proposal</b></p>

<p><b>4. Eni S.p.A.: Financial Statements Audit</b></p>
<div align="center"><center>

<table border="1" cellpadding="4" width="100%">
    <tr>
        <td valign="bottom" rowspan="2" width="23%"><font
        size="2"><b>Professional Qualification</b></font><font
        color="#0000FF" size="2"><b> </b></font></td>
        <td valign="bottom" rowspan="2" width="11%"><p
        align="center"><font size="2"><b>Units</b></font></p>
        </td>
        <td valign="bottom" rowspan="2" width="16%"><p
        align="center"><font size="2"><b>Working Hours</b></font><font
        color="#0000FF" size="2"><b> </b></font></p>
        </td>
        <td valign="bottom" rowspan="2" width="17%"><p
        align="center"><font size="2"><b>Working Hours in %</b></font></p>
        </td>
        <td valign="bottom" colspan="2" width="33%"><p
        align="center"><font size="2"><b>Fees</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="14%"><p align="center"><font
        size="2"><b>Per Hour</b></font></p>
        </td>
        <td valign="bottom" width="19%"><p align="center"><font
        size="2"><b>Total</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Partner</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">4</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,813</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">10</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">195</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">353,535</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Manager</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">6</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">6,346</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">35</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">128</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">812,288</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Senior</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">11</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">5,439</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">30</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">78</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">424,242</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Staff</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">16</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">4,533</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">25</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">50</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">226,650</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%">&nbsp;</td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2"><b>18,131</b></font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2"><b>100</b></font></p>
        </td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>1,816,715</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Discount</font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">(539,315)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2"><b>Total</b></font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>1,277,400</b></font></p>
        </td>
    </tr>
</table>
</center></div>

<p><b>b) Eni S.p.A.: Consolidated Financial Statements Audit</b></p>
<div align="center"><center>

<table border="1" cellpadding="4" width="100%">
    <tr>
        <td rowspan="2" width="23%"><font size="2"><b>Professional
        Qualification</b></font><font color="#0000FF" size="2"><b>
        </b></font></td>
        <td rowspan="2" width="11%"><p align="center"><font
        size="2"><b>Units</b></font></p>
        </td>
        <td rowspan="2" width="16%"><p align="center"><font
        size="2"><b>Working Hours</b></font><font color="#0000FF"
        size="2"><b> </b></font></p>
        </td>
        <td rowspan="2" width="17%"><p align="center"><font
        size="2"><b>Working Hours in %</b></font></p>
        </td>
        <td colspan="2" width="33%"><p align="center"><font
        size="2"><b>Fees</b></font></p>
        </td>
    </tr>
    <tr>
        <td width="14%"><p align="center"><font size="2"><b>Per
        Hour</b></font></p>
        </td>
        <td width="19%"><p align="center"><font size="2"><b>Total</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Partner</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">4</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">440</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">10</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">195</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">85,800</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Manager</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">6</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,539</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">35</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">128</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">196,992</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Senior</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">8</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,319</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">30</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">78</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">102,882</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Staff</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">6</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,099</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">25</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">50</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">54,950</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%">&nbsp;</td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2"><b>4,397</b></font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2"><b>100</b></font></p>
        </td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>440,624</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Discount</font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">(132,424)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2"><b>Total</b></font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>308,200</b></font></p>
        </td>
    </tr>
</table>
</center></div>

<p align="center">&nbsp;</p>

<p align="center">- 8 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p><b>c) Eni S.p.A.: Audit of the regularity of the accounting
procedures during the FY</b></p>
<div align="center"><center>

<table border="1" cellpadding="4" width="100%">
    <tr>
        <td rowspan="2" width="23%"><font size="2"><b>Professional
        Qualification</b></font><font color="#0000FF" size="2"><b>
        </b></font></td>
        <td rowspan="2" width="11%"><p align="center"><font
        size="2"><b>Units</b></font></p>
        </td>
        <td rowspan="2" width="16%"><p align="center"><font
        size="2"><b>Working Hours</b></font><font color="#0000FF"
        size="2"><b> </b></font></p>
        </td>
        <td rowspan="2" width="17%"><p align="center"><font
        size="2"><b>Working Hours in %</b></font></p>
        </td>
        <td colspan="2" width="33%"><p align="center"><font
        size="2"><b>Fees</b></font></p>
        </td>
    </tr>
    <tr>
        <td width="14%"><p align="center"><font size="2"><b>Per
        Hour</b></font></p>
        </td>
        <td width="19%"><p align="center"><font size="2"><b>Total</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Partner</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">4</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">437</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">10</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">195</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">85,215</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Manager</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">6</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,530</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">35</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">128</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">195,840</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Senior</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">8</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,311</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">30</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">78</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">102,258</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Staff</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">2</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,092</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">25</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">50</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">54,600</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%">&nbsp;</td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2"><b>4,370</b></font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2"><b>100</b></font></p>
        </td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>437,913</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Discount</font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">(129,563)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2"><b>Total</b></font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>308,350</b></font></p>
        </td>
    </tr>
</table>
</center></div>

<p><b>d) Eni S.p.A.: Limited review of Eni half-year Report</b></p>
<div align="center"><center>

<table border="1" cellpadding="4" width="100%">
    <tr>
        <td rowspan="2" width="23%"><font size="2"><b>Professional
        Qualification</b></font><font color="#0000FF" size="2"><b>
        </b></font></td>
        <td rowspan="2" width="11%"><p align="center"><font
        size="2"><b>Units</b></font></p>
        </td>
        <td rowspan="2" width="16%"><p align="center"><font
        size="2"><b>Working Hours</b></font><font color="#0000FF"
        size="2"><b> </b></font></p>
        </td>
        <td rowspan="2" width="17%"><p align="center"><font
        size="2"><b>Working Hours in %</b></font></p>
        </td>
        <td colspan="2" width="33%"><p align="center"><font
        size="2"><b>Fees</b></font></p>
        </td>
    </tr>
    <tr>
        <td width="14%"><p align="center"><font size="2"><b>Per
        Hour</b></font></p>
        </td>
        <td width="19%"><p align="center"><font size="2"><b>Total</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Partner</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">4</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">417</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">10</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">195</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">81,315</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Manager</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">6</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,460</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">35</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">128</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">186,880</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Senior</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">4</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,251</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">30</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">78</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">97,578</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Staff</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">6</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,042</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">25</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">50</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">52,100</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%">&nbsp;</td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2"><b>4,170</b></font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2"><b>100</b></font></p>
        </td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>417,873</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Discount</font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">(124,373)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2"><b>Total</b></font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>293,500</b></font></p>
        </td>
    </tr>
</table>
</center></div>

<p><b>e) Eni S.p.A.: Audit of the accounting adjustments
consequent to the application of U.S. GAAP and other activities
required by SEC norms</b></p>
<div align="center"><center>

<table border="1" cellpadding="4" width="100%">
    <tr>
        <td rowspan="2" width="23%"><font size="2"><b>Professional
        Qualification</b></font><font color="#0000FF" size="2"><b>
        </b></font></td>
        <td rowspan="2" width="11%"><p align="center"><font
        size="2"><b>Units</b></font></p>
        </td>
        <td rowspan="2" width="16%"><p align="center"><font
        size="2"><b>Working Hours</b></font><font color="#0000FF"
        size="2"><b> </b></font></p>
        </td>
        <td rowspan="2" width="17%"><p align="center"><font
        size="2"><b>Working Hours in %</b></font></p>
        </td>
        <td colspan="2" width="33%"><p align="center"><font
        size="2"><b>Fees</b></font></p>
        </td>
    </tr>
    <tr>
        <td width="14%"><p align="center"><font size="2"><b>Per
        Hour</b></font></p>
        </td>
        <td width="19%"><p align="center"><font size="2"><b>Total</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Partner</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">2</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">396</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">10</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">195</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">77,220</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Manager</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">2</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,387</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">35</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">128</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">177,536</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Senior</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">2</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">1,189</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">30</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">78</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">92,742</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Staff</font></td>
        <td valign="bottom" width="11%"><p align="right"><font
        size="2">1</font></p>
        </td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2">992</font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2">25</font></p>
        </td>
        <td valign="bottom" width="14%"><p align="right"><font
        size="2">50</font></p>
        </td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">49,600</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%">&nbsp;</td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%"><p align="right"><font
        size="2"><b>3,964</b></font></p>
        </td>
        <td valign="bottom" width="17%"><p align="right"><font
        size="2"><b>100</b></font></p>
        </td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>397,098</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2">Discount</font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2">(117,898)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="23%"><font size="2"><b>Total</b></font></td>
        <td valign="bottom" width="11%">&nbsp;</td>
        <td valign="bottom" width="16%">&nbsp;</td>
        <td valign="bottom" width="17%">&nbsp;</td>
        <td valign="bottom" width="14%">&nbsp;</td>
        <td valign="bottom" width="19%"><p align="right"><font
        size="2"><b>279,200</b></font></p>
        </td>
    </tr>
</table>
</center></div>

<p><b>f) Eni S.p.A.: Audit of the internal control system
regarding Eni consolidated financial statement according to SOA
provisions</b></p>
<div align="center"><center>

<table border="1" cellpadding="4" width="100%">
    <tr>
        <td width="27%">&nbsp;</td>
        <td width="26%"><p align="center"><font size="2"><b>2007</b></font></p>
        </td>
        <td width="25%"><p align="center"><font size="2"><b>2008</b></font></p>
        </td>
        <td width="22%"><p align="center"><font size="2"><b>2009</b></font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="27%"><font size="2"><b>Hours</b></font></td>
        <td valign="bottom" width="26%"><p align="right"><font
        size="2">86,896</font></p>
        </td>
        <td valign="bottom" width="25%"><p align="right"><font
        size="2">76,034</font></p>
        </td>
        <td valign="bottom" width="22%"><p align="right"><font
        size="2">76,034</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="27%"><font size="2"><b>Fees</b></font></td>
        <td valign="bottom" width="26%"><p align="right"><font
        size="2">8,772,000</font></p>
        </td>
        <td valign="bottom" width="25%"><p align="right"><font
        size="2">7,675,000</font></p>
        </td>
        <td valign="bottom" width="22%"><p align="right"><font
        size="2">7,675,000</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="27%"><font size="2"><b>Discount</b></font></td>
        <td valign="bottom" width="26%"><p align="right"><font
        size="2">(877,000)</font></p>
        </td>
        <td valign="bottom" width="25%"><p align="right"><font
        size="2">(768,000)</font></p>
        </td>
        <td valign="bottom" width="22%"><p align="right"><font
        size="2">(768,000)</font></p>
        </td>
    </tr>
    <tr>
        <td valign="bottom" width="27%"><font size="2"><b>Total</b></font></td>
        <td valign="bottom" width="26%"><p align="right"><font
        size="2"><b>7,895,000</b></font></p>
        </td>
        <td valign="bottom" width="25%"><p align="right"><font
        size="2"><b>6,907,000</b></font></p>
        </td>
        <td valign="bottom" width="22%"><p align="right"><font
        size="2"><b>6,907,000</b></font></p>
        </td>
    </tr>
</table>
</center></div>

<p align="center">- 9 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p>Travel and living expenses shall be reimbursed at cost and
limited to those activities performed at company locations where
offices of the Independent Auditors are not present.</p>

<p>Supervision contribution, owed by PricewaterhouseCoopers
S.p.A. to Consob, will be reimbursed at cost and for an amount
calculated on the basis of the fees paid for the Eni S.p.A.
Financial Statements and Eni Consolidated Financial Statements
audit.</p>

<p>The above mentioned fees may be adjusted only when exceptional
or unforeseen circumstances arisen after the presentation of the
offer require additional time and/or a different mix of
professional profiles to be used. In the event actual cost
accrued on the basis of hours and fees of personnel actually
utilised should result lower than forecast, fees hereon will be
reduced accordingly.&quot;</p>

<p>To the Shareholders:</p>

<p>You are invited to approve the proposal of the Board of
Statutory Auditors to extend the appointment of
PricewaterhouseCoopers S.p.A. as Independent Auditor of Eni
resolved by the Shareholders&#146; Meeting on May 28, 2004,<b> </b>for
the three years period 2007-2009, according to the terms and
conditions contained in the proposal approved by the Board of
Statutory Auditors.</p>

<p>&nbsp;</p>

<blockquote>
    <p align="center"><font size="3"><b>E</b></font><font
    size="2"><b>XTRAORDINARY </b></font><font size="3"><b>P</b></font><font
    size="2"><b>ART</b></font></p>
</blockquote>

<p align="center"><font size="3"><b>I</b></font><font size="2"><b>TEM</b></font><font
size="3"><b> 1</b></font></p>

<p align="center"><font size="3"><b>A</b></font><font size="2"><b>MENDMENTS
TO </b></font><font size="3"><b>A</b></font><font size="2"><b>RTICLES
</b></font><font size="3"><b>6.2, 13, 17, 24</b></font><font
size="2"><b> AND </b></font><font size="3"><b>28</b></font><font
size="2"><b> OF THE </b></font><font size="3"><b>B</b></font><font
size="2"><b>Y-LAWS</b></font></p>

<p>To the Shareholders:</p>

<p>according to the Legislative Decree issued on February 24,
1998, No. 58 (the &quot;Decree&quot;), as amended by the
Legislative Decree issued on December 29, 2006, No. 303:</p>

<ul>
    <li>at least one Board member, if their number is not higher
        than seven, or two Board members, if their number is
        higher than seven, shall have the independence
        requirements set forth by the current legislation and the
        by-laws. If these requirements elapse the Board member
        will be removed (Article 147-<i>ter</i>). The number of
        independent Board members set by the current version of
        Eni by-laws is five;</li>
    <li>the by-laws shall set the professional requirements of
        the Manager responsible for the preparation of financial
        reporting documents (Article 154-<i>bis</i>).</li>
</ul>

<p>Consob has been given the task of:</p>

<ul>
    <li>regulating the election of board of statutory
        auditors&#146; members, through the list of candidates
        system, of an effective board of statutory auditors&#146;
        member by minority shareholders, pursuant to Article 148,
        second paragraph, of the Decree;</li>
    <li>setting the maximum number of appointments as Board
        member or auditor or supervisory board member or audit
        committee member in limited and public companies that the
        Statutory Auditors of listed companies shall observe,
        pursuant to Article 148-<em>bis</em> of the Decree.</li>
</ul>

<p>In order to comply with the above mentioned provisions, the
Board proposes that the by-laws define:</p>

<p align="center">&nbsp;</p>

<p align="center">- 10 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<ul>
    <li>the norms for the composition and presentation of the
        lists of candidates to the office of Director and the
        rules for their appointment so that the independent
        Directors appointed be at least so many as indicated by
        the current legislation;</li>
    <li>the professional requirements of the Manager responsible
        for the preparation of financial reporting documents;</li>
    <li>the maximum number of appointments as Board member or
        auditor or supervisory board member or audit committee
        member in limited and public companies that Eni S.p.A.
        Statutory Auditors shall observe and the norms for the
        election of board of statutory auditors&#146; members by
        the minority shareholders.</li>
</ul>

<p>Therefore, the Board proposes to the Shareholders&#146;
Meeting to amend Articles 17, 24 and 28 of the By-laws.</p>

<p>The Board proposes also:</p>

<ol type="i">
    <li>to approve formal amendments to the above mentioned
        Articles and to Article 6.2 to their current text in
        order to better reflect the current legislation;</li>
    <li>to amend:</li>
</ol>

<blockquote>
    <ul>
        <li>Article 13, in order to specify the newspapers where
            the Shareholders&#146; meeting Notice may be
            published, pursuant to Article 2366 of the Civil
            Code;</li>
        <li>Article 28.4, in order to allow the Statutory
            Auditors to meet in video or teleconference, pursuant
            to Article 2404 of the Civil Code.</li>
    </ul>
</blockquote>

<p>You are invited to:</p>

<ul>
    <li>amend Articles 6.2, 13, 17, 24 and 28 of the by-laws as
        follows:</li>
</ul>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%"><p align="center"><b>Current
        text</b></p>
        <p><b>Article 6.2<br>
        </b>Pursuant to Article 2, paragraph 1 of Law Decree 332
        of May 31, 1994, converted with amendments into Law 474
        of July 30, 1994, as modified by Article 4, paragraph
        227, of Law December 24, 2003 No. 350, the Minister of
        Economy and Finance retains the following special powers
        to be exercised in agreement with the Minister of
        Productive Activities and according to the criteria
        contained in the Decree issued by the President of the
        Council of Ministers on June 10, 2004:<br>
        a) opposition with respect to the acquisition of material
        shareholdings by entities affected by the shareholding
        limit as set forth in Article 3 of Law Decree 332 of May
        31, 1994, converted with amendments into Law 474 of July
        30, 1994, by which &#150; as per Decree issued by the
        Minister of Treasury on October 16, 1995 &#150; are meant
        those representing at least 3% of share capital with the
        right to vote at the ordinary shareholders' meeting.</p>
        </td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%"><p align="center"><b>Proposed
        text</b></p>
        <p><b>Article 6.2<br>
        </b>Pursuant to Article 2, paragraph 1 of Law Decree 332
        of May 31, 1994, converted with amendments into Law 474
        of July 30, 1994, as modified by Article 4, paragraph
        227, of Law December 24, 2003 No. 350, the Minister of
        Economy and Finance retains the following special powers
        to be exercised in agreement with the Minister of <b>the
        Economic Development</b> <strike>Productive Activities</strike>
        and according to the criteria contained in the Decree
        issued by the President of the Council of Ministers on
        June 10, 2004:<br>
        a) opposition with respect to the acquisition of material
        shareholdings by entities affected by the shareholding
        limit as set forth in Article 3 of Law Decree 332 of May
        31, 1994, converted with amendments into Law 474 of July
        30, 1994, by which &#150; as per Decree issued by the
        Minister of Treasury on October 16, 1995 &#150; are meant
        those representing at least 3% of share capital with the
        right to vote at the ordinary shareholders' meeting.</p>
        </td>
    </tr>
</table>
</center></div>

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<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%">The opposition is expressed
        within ten days of the date of the notice to be filed by
        the Board of Directors at the time request is made for
        registration in the Shareholders' Register if the
        Minister considers that such an acquisition may prejudice
        the vital interests of the Italian State. Until the
        ten-day term is not lapsed, the voting rights and the
        non-asset linked rights connected with the shares
        representing a material shareholding may not be
        exercised. If the opposition power is exercised, through
        a duly motivated act in connection with the prejudice
        that may be caused by the operation to the vital
        interests of the Italian State, the transferee may not
        exercise the voting rights and the other non-asset linked
        rights connected with the shares representing a material
        shareholding and must sell said shares within one year.
        Failing to comply, the law court, upon request of the
        Minister of Economy and Finance, will order the sale of
        the shares representing a material shareholding according
        to the procedures set forth in Article 2359-<em>ter</em>
        of the Civil Code. The act through which the opposition
        power is exercised may be sued by the transferee before
        the Regional Administrative Court of Latium within sixty
        days as of its issue;<br>
        b) opposition with respect to the subscription of
        Shareholders' pacts or agreements as per Article 122 of
        Legislative Decree No. 58 of February 24, 1998, involving
        &#150; as per Decree issued by the Minister of Treasury
        on October 16, 1995 &#150; at least 3% of the share
        capital with the right to vote at ordinary shareholders'
        meetings. In order to allow the exercise of the above
        mentioned opposition power, Consob notifies the Minister
        of Economy and Finance of the relevant pacts or
        agreements communicated to it pursuant to the
        aforementioned Article 122 of Legislative Decree No. 58
        of February 24, 1998. The opposition power may be
        exercised within ten days as of the date of the notice by
        Consob. Until the ten-day term is not lapsed, the voting
        right and the other non-asset linked rights connected
        with the shares held by the shareholders who have
        subscribed the above mentioned pacts or agreements may
        not be exercised. If the opposition power is exercised
        through the issue </td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%">The opposition is expressed
        within ten days of the date of the notice to be filed by
        the Board of Directors at the time request is made for
        registration in the Shareholders' Register if the
        Minister considers that such an acquisition may prejudice
        the vital interests of the Italian State. Until the
        ten-day term is not lapsed, the voting rights and the
        non-asset linked rights connected with the shares
        representing a material shareholding may not be
        exercised. If the opposition power is exercised, through
        a duly motivated act in connection with the prejudice
        that may be caused by the operation to the vital
        interests of the Italian State, the transferee may not
        exercise the voting rights and the other non-asset linked
        rights connected with the shares representing a material
        shareholding and must sell said shares within one year.
        Failing to comply, the law court, upon request of the
        Minister of Economy and Finance, will order the sale of
        the shares representing a material shareholding according
        to the procedures set forth in Article 2359-<em>ter</em>
        of the Civil Code. The act through which the opposition
        power is exercised may be sued by the transferee before
        the Regional Administrative Court of Latium within sixty
        days as of its issue;<br>
        b) opposition with respect to the subscription of
        Shareholders' pacts or agreements as per Article 122 of
        Legislative Decree No. 58 of February 24, 1998, involving
        &#150; as per Decree issued by the Minister of Treasury
        on October 16, 1995 &#150; at least 3% of the share
        capital with the right to vote at ordinary shareholders'
        meetings. In order to allow the exercise of the above
        mentioned opposition power, Consob notifies the Minister
        of Economy and Finance of the relevant pacts or
        agreements communicated to it pursuant to the
        aforementioned Article 122 of Legislative Decree No. 58
        of February 24, 1998. The opposition power may be
        exercised within ten days as of the date of the notice by
        Consob. Until the ten-day term is not lapsed, the voting
        right and the other non-asset linked rights connected
        with the shares held by the shareholders who have
        subscribed the above mentioned pacts or agreements may
        not be exercised. If the opposition power is exercised
        through the issue </td>
    </tr>
</table>
</center></div>

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<p>&nbsp;</p>

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href="#tocpage">Table of Contents</a></h5>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%">of an act that shall be duly
        motivated in consideration of the prejudice that may be
        caused by said pacts or agreements to the vital interests
        of the Italian State, the shareholders pacts or
        agreements shall be null and void. If in the
        shareholders&#146; meetings the shareholders who have
        signed shareholders&#146; pacts or agreements behave as
        if those pacts or agreements disciplined by Article 122
        of Legislative Decree No. 58 of February 24, 1998 were
        still in effect, the resolutions approved with their
        vote, if determining for the approval, may be sued. The
        act through which the opposition power is exercised may
        be sued by the shareholders who joined the above
        mentioned pacts or agreements before the Regional
        Administrative Court of Latium within sixty days as of
        its issue;<br>
        c) veto power with respect to resolutions to dissolve the
        company, to transfer the business, to merge, to demerge,
        to transfer the company's registered office abroad, to
        change the company objects and to amend the by-laws
        cancelling or modifying the powers indicated in this
        Article. The act through which the veto power is
        exercised shall be duly motivated in consideration of the
        prejudice the related resolution may cause to the vital
        interests of the Italian State and may be sued by the
        dissenting Shareholders before the Regional
        Administrative Court of Latium within sixty days as of
        its issue;<br>
        d) appointment of one Board member with no voting rights.
        Should such appointed Director lapse, the Minister of
        Economy and Finance in agreement with the Minister of
        Productive Activities will appoint his substitute.<br>
        <p><b>ARTICLE 13<br>
        13.1</b> Shareholders&#146; meetings are convened through
        a notice to be published on the Italian Official Gazette
        or &quot;Il Sole 24 Ore&quot; and other newspapers with
        national circulation, according to the current
        legislation and in compliance with the rules in force
        regulating the exercise of the vote by mail.<br>
        The Shareholders that, severally or jointly, represent at
        least one fortieth of Eni share capital, may ask, within
        five days as of the date of publication of the
        shareholders&#146; meeting </p>
        </td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%">of an act that shall be duly
        motivated in consideration of the prejudice that may be
        caused by said pacts or agreements to the vital interests
        of the Italian State, the shareholders pacts or
        agreements shall be null and void. If in the
        shareholders&#146; meetings the shareholders who have
        signed shareholders&#146; pacts or agreements behave as
        if those pacts or agreements disciplined by Article 122
        of Legislative Decree No. 58 of February 24, 1998 were
        still in effect, the resolutions approved with their
        vote, if determining for the approval, may be sued. The
        act through which the opposition power is exercised may
        be sued by the shareholders who joined the above
        mentioned pacts or agreements before the Regional
        Administrative Court of Latium within sixty days as of
        its issue;<br>
        c) veto power with respect to resolutions to dissolve the
        company, to transfer the business, to merge, to demerge,
        to transfer the company's registered office abroad, to
        change the company objects and to amend the by-laws
        cancelling or modifying the powers indicated in this
        Article. The act through which the veto power is
        exercised shall be duly motivated in consideration of the
        prejudice the related resolution may cause to the vital
        interests of the Italian State and may be sued by the
        dissenting Shareholders before the Regional
        Administrative Court of Latium within sixty days as of
        its issue;<br>
        d) appointment of one Board member with no voting rights.
        Should such appointed Director lapse, the Minister of
        Economy and Finance in agreement with the Minister of <b>the
        Economic Development</b> <strike>Productive Activities</strike>
        will appoint his substitute.<p><b>ARTICLE 13<br>
        13.1 </b>Shareholders&#146; meetings are convened through
        a notice to be published on the Italian Official Gazette
        or <b>the</b> <b>following newspapers: </b>&quot;Il Sole
        24 Ore&quot; <strike>and other newspapers with national
        circulation</strike><b>, &quot;Corriere della Sera&quot;
        and &quot;Financial Times&quot;, </b>according to the
        current legislation and in compliance with the rules in
        force regulating the exercise of the vote by mail.<br>
        The Shareholders that, severally or jointly, represent at
        least one fortieth of Eni share capital, may ask, within
        five days as of the date of publication of the
        shareholders&#146; meeting </p>
        </td>
    </tr>
</table>
</center></div>

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<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%">notice, to add other items
        in the agenda. The request shall contain the matters to
        be proposed to the shareholders&#146; meeting. Said
        faculty may not be exercised on the matters upon which,
        pursuant to the applicable legislation, the
        shareholders&#146; meeting resolves on the basis of a
        proposal of the Board of Directors or on the basis of a
        project or report of the Board. The integrations accepted
        by the Board shall be published at least ten days before
        the shareholders&#146; meeting date, through a notice to
        be published as indicated above.<br>
        <b>13.2</b> Admission to the shareholders&#146; meeting
        is subject to the delivery, also for registered shares,
        of the certification issued by financial intermediaries
        at least two days before the date of the
        shareholders&#146; meeting on first call.<br>
        <p><b>ARTICLE 17<br>
        17.1</b> The company is managed by a Board of Directors
        consisting of no fewer than three and no more than nine
        members. The shareholders' meeting determines the number
        within these limits. The Minister of Economy and Finance
        in agreement with the Minister of Productive Activities
        may appoint another member, with no voting rights,
        pursuant to Article 6, second paragraph, letter d), of
        the by-laws.<br>
        <br>
        <b>17.2</b> The Board of Directors is appointed for a
        period of up to three financial years; this term lapses
        on the date of the shareholders' meeting convened to
        approve the financial statements of the last year of
        their office. They may be reappointed.<br>
        <b>17.3</b> The Board members, except for the one
        appointed pursuant to Article 6.2, letter d) of these
        by-laws, are appointed by the shareholders' meeting on
        the basis of lists presented by Shareholders and by the
        Board of Directors; in such lists the candidates must be
        listed in numerical order. Should the retiring Board of
        Directors present its own candidate list, it must be
        deposited at the company's registered office and
        published in at least three Italian newspapers of general
        circulation, two of them business dailies, at least
        twenty days before the date set for the first call of the
        shareholders' meeting. Candidate lists presented by
        Shareholders must be deposited at the company registered
        office and published as indicated in the foregoing at
        least ten days before the date set for the first call of
        the shareholders' meeting.</p>
        </td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%">notice, to add other items
        in the agenda. The request shall contain the matters to
        be proposed to the shareholders&#146; meeting. Said
        faculty may not be exercised on the matters upon which,
        pursuant to the applicable legislation, the
        shareholders&#146; meeting resolves on the basis of a
        proposal of the Board of Directors or on the basis of a
        project or report of the Board. The integrations accepted
        by the Board shall be published at least ten days before
        the shareholders&#146; meeting date, through a notice to
        be published as indicated above.<br>
        <b>13.2</b> Admission to the shareholders&#146; meeting
        is subject to the delivery, also for registered shares,
        of the <strike>certification </strike><b>communication</b>
        issued by financial intermediaries at least two <b>labour</b>
        days before the date of the shareholders&#146; meeting on
        first call.<p><b>ARTICLE 17<br>
        17.1</b> The company is managed by a Board of Directors
        consisting of no fewer than three and no more than nine
        members. The shareholders' meeting determines the number
        within these limits. The Minister of Economy and Finance
        in agreement with the Minister of <b>the Economic
        Development</b><strike>Productive Activities </strike>may
        appoint another member, with no voting rights, pursuant
        to Article 6, second paragraph, letter d), of the
        by-laws.<br>
        <b>17.2</b> The Board of Directors is appointed for a
        period of up to three financial years; this term lapses
        on the date of the shareholders' meeting convened to
        approve the financial statements of the last year of
        their office. They may be reappointed.<br>
        <b>17.3</b> The Board <b>of Directors</b><strike>members</strike>,
        except for the <b>member</b><strike>one</strike>
        appointed pursuant to Article 6.2, letter d) of these
        by-laws, <b>is</b> <strike>are</strike> appointed by the
        shareholders' meeting on the basis of lists presented by
        Shareholders and by the Board of Directors; in such lists
        the candidates must be listed in numerical order. Should
        the retiring Board of Directors present its own candidate
        list, it must be deposited at the company's registered
        office<b> </b>and published in at least three Italian
        newspapers of general circulation, two of them business
        dailies, at least twenty days before the date set for the
        first call of the shareholders' meeting. Candidate lists
        presented by Shareholders must be deposited <strike>at
        the company registered office</strike> and published as
        indicated in the foregoing at least ten days before the
        date set for the first call of the shareholders' meeting.</p>
        </td>
    </tr>
</table>
</center></div>

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<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%">Each Shareholder may present
        or take part in the presenting of only one candidate list
        and each candidate may appear in one list only or he will
        be ineligible. Companies that are controlling entities or
        are under common control, as defined by Article 2359,
        first paragraph, of the Civil Code, by the same entity of
        the company presenting a list shall not present nor take
        part in the presentation of another candidate list. Each
        candidate may appear in one list only or he will be
        ineligible. Only those Shareholders who, alone or
        together with other Shareholders, represent at least 1
        per cent of voting share capital at the ordinary
        shareholders' meeting may present candidate lists. In
        order to demonstrate the title on the number of shares
        necessary to present candidate lists, the Shareholders
        must present and/or deliver to the company registered
        office a copy of the certification issued by the
        authorised financial intermediaries that are depositaries
        of their shares at least five days prior to the date set
        for the first call of the shareholders' meeting.<br>
        Together with each list, within the aforementioned time
        limits, statements must be presented in which each
        candidate accepts his nomination and attests, in his own
        responsibility, that causes for his ineligibility and
        incompatibility are non existing and that he possesses
        the requirements, honorability and independence
        requirements required by the norms in force for the
        Statutory Auditors included.<br>
        At least one Board member, if the Board members are no
        more than five, or at least three Board members if they
        are more than five, shall have the independence
        requirement. The independent Board members take part,
        according to the provisions set by the Board and by the
        Corporate Governance Codes issued by the companies that
        manage stock markets to which the Company adheres, to the
        Board Committees that the Board of Directors may
        establish. Said Board Committees shall have advisory and
        consulting tasks on specific items.<br>
        The Board of Directors evaluates periodically the
        independence and the honorability of its members. If
        these requirements are not present or elapse and, if the
        minimum number of independent Board members set by these
        by-laws is not met, the Board of Directors removes the
        Board member without the independence requirement and
        resolves upon his substitution.<br>
        Each person entitled to vote may vote for a candidate
        list only.</td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%">Each Shareholder may present
        or take part in the presenting of only one candidate list
        <b>and vote only one candidate list</b>.<strike> and Each
        candidate may appear in one list only or he will be
        ineligible.</strike> <b>Those who</b><strike>Companies
        that</strike> are controlling <b>or controlled</b>
        entities or are under common control, as defined by
        Article <b>93 of Legislative Decree No. 58 issued on
        February 24, 1998</b><strike>2359, first paragraph, of
        the Civil Code</strike>, by the same entity of the <b>shareholder</b>
        <strike>company</strike> presenting a list shall not
        present nor take part in the presentation of another
        candidate list<b>, nor vote them, also through
        intermediaries or fiduciaries</b>. Each candidate may
        appear in one list only or he will be ineligible. Only
        those Shareholders who, alone or together with other
        Shareholders, represent at least 1 per cent<b> </b>of
        voting share capital at the ordinary shareholders'
        meeting may present candidate lists. In order to
        demonstrate the title on the number of shares necessary
        to present candidate lists, the Shareholders must present
        and/or deliver <strike>to </strike><b>with </b>the
        company<b>&#146;s</b> registered office a copy of the <b>communication</b><strike>certification</strike>
        issued by the authorised financial intermediaries that
        are depositaries of their shares at least five days prior
        to the date set for the first call of the shareholders'
        meeting.<br>
        At least one Board member, if the Board members are no
        more than five, or at least three Board members if the<strike>y</strike>
        <b>Board members </b>are more than five, shall have the
        independence requirement<b>s</b> <b>set for the Board of
        Statutory Auditors members of listed companies</b>. <strike>The
        independent Board members take part, according to the
        provisions set by the Board and by the Corporate
        Governance Codes issued by the companies that manage
        stock markets to which the Company adheres, to the Board
        Committees that the Board of Directors may establish.
        Said Board Committees shall have advisory and consulting
        tasks on specific items.</strike><br>
        <b>The independent candidates shall be expressly
        indicated in each list.<br>
        All candidates shall also have the honorability
        qualifications set forth by the applicable legislation.<br>
        </b>Together with <b>the deposit of</b> each list,<b> in
        order to assure its validity, </b><strike>within the
        aforementioned time limits,</strike><b> the following
        documents shall be deposited: (i) the curriculum of each
        candidate; (ii)</b> statements<strike> must be presented
        in which</strike><b>of</b> each candidate <b>to </b>accept<strike>s</strike>
        his nomination and attest, in his own responsibility,
        that causes for his ineligibility and incompatibility are
        non existing and that he possesses the <b>aforementioned</b><strike><b>
        </b></strike><strike>requirements</strike>honorability
        and<b>, if any,</b> independence requirements<strike>required
        by the norms in force for the Statutory Auditors included</strike>.<br>
        <b>The Directors appointed shall communicate to the
        Company if they have lost the above mentioned
        independence and honorability requirements and if
        situations of ineligibility or incompatibility have
        arisen.<br>
        </b>The Board of Directors evaluates periodically the
        independence and the honorability of its members <b>and
        if situations of ineligibility or incompatibility have
        arisen</b>.<br>
        If <b>the honorability or independence </b><strike>these</strike>requirements
        <b>declared and set forth by the legislation in force </b>are
        not present or elapse <b>for a Board member</b> <b>or if
        situations of ineligibility or incompatibility have
        arisen</b><strike> and, if the minimum number of
        independent Board members set by these by-laws is not met</strike>,
        the Board of Directors removes <b>said</b><strike>the</strike>
        Board member <strike>without the independence requirement
        </strike>and resolves upon his substitution <b>or invites
        him to remove the situation of incompatibility within the
        term set by the Board itself; if this last condition is
        not met, the Director will be removed from office</b>.<br>
        <strike>Each person entitled to vote may vote for a
        candidate list only.</strike></td>
    </tr>
</table>
</center></div>

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<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%">Board members will be
        elected in the following manner:<br>
        a) seven tenths of the members to be elected will be
        drawn out from the candidate list that receives the
        majority of votes expressed by the Shareholders in the
        numerical order in which they appear on the list, rounded
        off in the event of a fractional number to the next lower
        number;<br>
        b) the remaining Board members will be drawn out from the
        other candidate lists; to this purpose the votes obtained
        by each candidate list will be divided by one or two
        depending on the number of the members to be elected. The
        quotients thus obtained will be assigned progressively to
        candidates of each said list in the order given in the
        lists themselves. Quotients thus assigned to candidates
        of said lists will be set in one decreasing numerical
        order. Those who obtain the highest quotients will be
        elected.<br>
        In the event that more than one candidate obtains the
        same quotient, the candidate elected will be the one of
        the list that has not hitherto had a Board member elected
        or that has elected the least number of Board members.<br>
        In the event that none of the lists has yet elected a
        Board member or that all of them have elected the same
        number of Board members, the candidate from all such
        lists who has obtained the largest number of votes will
        be elected. In the event of equal list votes and equal
        quotient, a new vote will be taken by the entire
        shareholders' meeting and the candidate elected will be
        the one who obtains a simple majority of the votes;<br>
        c) to appoint Board members for any reason not covered by
        the terms of the aforementioned procedure, the
        shareholders' meeting will make a resolution with the
        majorities prescribed by the law.<br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <br>
        <b>17.4</b> The shareholders' meeting may, even during
        the Board's term of office, change the number of members
        of the Board of Directors, always within the limits set
        forth in paragraph 17.1 above, and make the relating
        appointments. Board members so elected will expire at the
        same time as the rest of the Board.</td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%">Board members will be
        elected in the following manner:<br>
        a) seven tenths of the members to be elected will be
        drawn out from the candidate list that receives the
        majority of votes expressed by the Shareholders in the
        numerical order in which they appear on the list, rounded
        off in the event of a fractional number to the next lower
        number;<br>
        b) the remaining Board members will be drawn out from the
        other candidate lists<b>; said lists shall not be linked
        in any way, neither indirectly, to the shareholders who
        have presented or voted the list that has obtained the
        highest number of votes</b>; to this purpose the votes
        obtained by each candidate list will be divided by one or
        two depending on the number of the members to be elected.
        The quotients thus obtained will be assigned
        progressively to candidates of each said list in the
        order given in the lists themselves. Quotients thus
        assigned to candidates of said lists will be set in one
        decreasing numerical order. Those who obtain the highest
        quotients will be elected.<br>
        In the event that more than one candidate obtains the
        same quotient, the candidate elected will be the one of
        the list that has not hitherto had a Board member elected
        or that has elected the least number of Board members.<br>
        In the event that none of the lists has yet elected a
        Board member or that all of them have elected the same
        number of Board members, the candidate from all such
        lists who has obtained the largest number of votes will
        be elected. In the event of equal list votes and equal
        quotient, a new vote will be taken by the entire
        shareholders' meeting and the candidate elected will be
        the one who obtains a simple majority of the votes;<br>
        c) <b>if through the procedure described above the
        minimum number of independent Directors set by these
        by-laws is not elected, the quotient is calculated
        according to letter b) above in order to be assigned to
        the candidates present in each list; the independent
        candidates not yet drawn from the lists pursuant to
        letters a) and b) above, who have got the highest
        quotients will be elected in order to meet the provision
        of the by-laws on the number of the independent
        Directors. The Directors so appointed will replace the
        non independent Directors to whom the lowest quotients
        have been assigned. If the number of independent
        candidates is lower than the minimum limit set by the
        By-laws, the shareholders' meeting will make a resolution
        with the majorities prescribed by the law to substitute
        the not independent candidates who have got the lowest
        quotients;<br>
        </b>d)<b> </b>to appoint Board members for any reason not
        covered by the terms of the aforementioned procedure, the
        shareholders' meeting will make a resolution with the
        majorities prescribed by the law<b> in order, however, to
        assure that the Board composition complies with the
        current legislation and the by-laws</b>.<br>
        <b>The vote by list procedure shall apply only in case of
        appointment of the entire Board of Directors.<br>
        17.4</b> The shareholders' meeting may, even during the
        Board's term of office, change the number of members of
        the Board of Directors, always within the limits set
        forth in paragraph 17.1 above, and make the relating
        appointments. Board members so elected will expire at the
        same time as the rest of the Board.</td>
    </tr>
</table>
</center></div>

<p align="center">- 16 -</p>

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href="#tocpage">Table of Contents</a></h5>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%"><b>17.5</b> If during the
        term of office one or more members leave the Board,
        action will be taken in compliance with Article 2386 of
        the Civil Code with exception of the Board member
        appointed pursuant to Article 6.2 letter d) of these
        by-laws. If a majority of members leaves the Board, the
        whole Board will be considered lapsed and the Board must
        promptly call a shareholders' meeting to appoint a new
        Board.<br>
        <br>
        <br>
        <br>
        <b>ARTICLE 24<br>
        24.1</b> The Board of Directors delegates its powers to
        one of its members with the exception of the Director
        appointed pursuant to Article 6, second paragraph, letter
        d) of the by-laws, in compliance with the limits set
        forth in Article 2381 of the Civil Code. In addition the
        Board of Directors may delegate powers to the Chairman
        for researching and promoting integrated projects and
        strategic international agreements. The Board of
        Directors may at any time withdraw the delegations of
        powers hereon; if the Board of Directors withdraws powers
        delegated to the Chief Executive Officer, a new Chief
        Executive Officer is simultaneously appointed.<br>
        The Board of Directors, upon proposal of the Chairman and
        in agreement with the Chief Executive Officer, may confer
        powers for single acts or categories of acts to other
        members of the Board of Directors with the exception of
        the Director appointed pursuant to Article 6, second
        paragraph, letter d) of the by-laws. The Chairman and the
        Chief Executive Officer, in compliance with the limits of
        their delegations, may delegate and empower company
        employees or persons not belonging to the company to
        represent the company for single acts or specific
        categories of acts.</td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%"><b>17.5</b> If during the
        term of office one or more members leave the Board,
        action will be taken in compliance with Article 2386 of
        the Civil Code with exception of the Board member
        appointed pursuant to Article 6.2 letter d) of these
        by-laws. If a majority of members leaves the Board, the
        whole Board will be considered lapsed and the Board must
        promptly call a shareholders' meeting to appoint a new
        Board.<br>
        <b>17.6 The Board may establish Board Committees that
        shall have advisory and consulting tasks on specific
        items.</b><p><b>ARTICLE 24<br>
        24.1</b> The Board of Directors delegates its powers to
        one of its members with the exception of the Director
        appointed pursuant to Article 6, second paragraph, letter
        d) of the by-laws, in compliance with the limits set
        forth in Article 2381 of the Civil Code. In addition the
        Board of Directors may delegate powers to the Chairman
        for researching and promoting integrated projects and
        strategic international agreements. The Board of
        Directors may at any time withdraw the delegations of
        powers hereon; if the Board of Directors withdraws powers
        delegated to the Chief Executive Officer, a new Chief
        Executive Officer is simultaneously appointed.<br>
        The Board of Directors, upon proposal of the Chairman and
        in agreement with the Chief Executive Officer, may confer
        powers for single acts or categories of acts to other
        members of the Board of Directors with the exception of
        the Director appointed pursuant to Article 6, second
        paragraph, letter d) of the by-laws. The Chairman and the
        Chief Executive Officer, in compliance with the limits of
        their delegations, may delegate and empower company
        employees or persons not belonging to the company to
        represent the company for single acts or specific
        categories of acts.</p>
        </td>
    </tr>
</table>
</center></div>

<p align="center">- 17 -</p>

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href="#tocpage">Table of Contents</a></h5>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%">Further, on proposal of the
        Chief Executive Officer and in agreement with the
        Chairman, the Board of Directors may also appoint one or
        more General Managers and determines the powers to be
        conferred to them. In order to make the appointment
        effective, the Board of Directors shall verify if the
        General Manager to be appointed has the honorability
        requirements set by the current legislation. The General
        Managers without said requirement shall be removed.<br>
        On proposal of the Chief Executive Officer and in
        agreement with the Chairman, the Board of Directors
        appoints the Manager responsible for the preparation of
        financial reporting documents and delegates powers and
        resources to him. The appointment is subject to the
        favourable opinion of the Board of Statutory Auditors.</td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%">Further, <b>up</b>on
        proposal of the Chief Executive Officer and in agreement
        with the Chairman, the Board of Directors may also
        appoint one or more General Managers and determines the
        powers to be conferred to them. In order to make the
        appointment effective, the Board of Directors shall
        verify if the General Manager to be appointed has the
        honorability requirements set by the current legislation.
        <b>The Board of Directors shall periodically verify said
        honorability requirements</b><font face="Arial"><b>. </b></font>The
        General Managers without said requirement shall be
        removed.<br>
        <b>Upon</b><strike>On</strike> proposal of the Chief
        Executive Officer <b>presented </b>and in agreement with
        the Chairman, the Board of Directors appoints the Manager
        responsible for the preparation of financial reporting
        documents<strike>and delegates powers and resources to
        him</strike>. The appointment is subject to the
        favourable opinion of the Board of Statutory Auditors.<br>
        <b>The Manager responsible for the preparation of
        financial reporting documents is chosen among people who,
        for at least three years, have exercised:</b><ol type="a">
            <li><b>administration or control activities or
                directive tasks in companies listed on regulated
                stock exchanges in Italy or other European Union
                countries or other countries member of OECD with
                a share capital not less than two million euro or</b></li>
            <li><b>audit activities in the companies mentioned in
                letter a) above, or</b></li>
            <li><b>professional activities or teaching activities
                in universities in the financial or accounting
                sectors, or</b></li>
            <li><b>managerial functions in public or private
                bodies in the financial, accounting, or control
                sectors.</b></li>
        </ol>
        <p><b>The Board of Directors assures that the Manager
        responsible for the preparation of financial reporting
        documents is given adequate powers and means to execute
        his or her tasks and to respect the administrative and
        accounting procedures.</b></p>
        </td>
    </tr>
</table>
</center></div>

<p align="center">- 18 -</p>

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href="#tocpage">Table of Contents</a></h5>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%"><b>ARTICLE 28<br>
        28.1 </b>The Board of Statutory Auditors consists of five
        effective members and two alternate members. The Auditors
        shall have the professional and honour requirements set
        forth by the Ministerial Decree No. 162, dated March 30,
        2000 issued by the Ministry of Justice.<br>
        Pursuant to the aforementioned Ministerial Decree, the
        matters strictly connected to those of interest of the
        Company are: companies law, business economics and
        corporate finance.<br>
        Pursuant to said Ministerial Decree, the sectors strictly
        connected with those of interest of the Company are the
        engineering and geological sectors.<br>
        Those who are already appointed effective auditor or
        supervisory board member or audit committee member in at
        least five companies with securities listed on regulated
        securities markets other than Eni S.p.A. subsidiaries may
        not be appointed Statutory Auditor; if elected, they will
        lapse.<br>
        <br>
        <br>
        <br>
        <br>
        <strong>28.2</strong> The effective Auditors and the
        alternate Auditors are appointed by the shareholders'
        meeting on the basis of lists presented by the
        Shareholders; in such lists candidates are listed in
        numerical order. For the presentation, deposit and
        publication of candidate lists the procedures set forth
        in Article 17.3 shall apply.<br>
        Lists shall be divided into two sections: the first one
        for the candidates to be appointed effective Auditors and
        the second one for the candidates to be appointed
        alternate Auditors. At least the first candidate of each
        section shall be chartered accountant and have exercised
        audit activities for not less than three years.<br>
        Three effective Auditors and one alternate Auditor will
        be drawn from the list that obtains the majority of
        votes. The other two effective Auditors and the other
        alternate Auditor will be appointed pursuant to Article
        17.3, letter b) of the by-laws. The procedure described
        in this last Article shall be applied to each section of
        the lists involved separately.<br>
        The shareholders' meeting appoints the Chairman of the
        Board of Statutory Auditors among the effective Auditors
        appointed according to article 17.3 letter b) of these
        by-laws.<br>
        To appoint effective or alternate Auditors for any reason
        not elected according to the terms of the aforementioned
        procedure, the shareholders' meeting will resolve with
        the majorities prescribed by the law.</td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%"><b>ARTICLE 28<br>
        28.1 </b>The Board of Statutory Auditors consists of five
        effective members and two alternate members. The Auditors
        shall have the professional and honour requirements set
        forth by the Ministerial Decree No. 162, dated March 30,
        2000 issued by the Ministry of Justice.<br>
        Pursuant to the aforementioned Ministerial Decree, the
        matters strictly connected to those of interest of the
        Company are: companies law, business economics and
        corporate finance.<br>
        Pursuant to said Ministerial Decree, the sectors strictly
        connected with those of interest of the Company are the
        engineering and geological sectors.<br>
        <b>The Statutory Auditors may be appointed members of
        administration and control bodies in other companies
        within the limits set by Consob regulation.<br>
        Until those provisions do not come in force,</b> those
        who are already appointed effective auditor or
        supervisory board member or audit committee member in at
        least five companies with securities listed on regulated
        securities markets other<b> </b>than Eni S.p.A.
        subsidiaries may not be appointed Statutory Auditor; if
        elected, they will lapse.<br>
        <strong>28.2</strong> <b>The Board of Statutory Auditors
        is</b> <strike>effective Auditors and the alternate
        Auditors are</strike> appointed by the shareholders'
        meeting on the basis of lists presented by the
        Shareholders; in such lists candidates are listed in
        numerical order.<br>
        For the presentation, deposit and publication of
        candidate lists the procedures set forth in Article 17.3
        shall apply <b>and according to the rules set forth by
        Consob</b>.<br>
        Lists shall be divided into two sections: the first one
        for the candidates to be appointed effective Auditors and
        the second one for the candidates to be appointed
        alternate Auditors. At least the first candidate of each
        section shall be chartered accountant and have exercised
        audit activities for not less than three years.<br>
        Three effective Auditors and one alternate Auditor will
        be drawn from the list that obtains the majority of
        votes. The other two effective Auditors and the other
        alternate Auditor will be appointed pursuant to Article
        17.3, letter b) of the by-laws. The procedure described
        in this last Article shall be applied to each section of
        the lists involved separately.<br>
        The shareholders' meeting appoints the Chairman of the
        Board of Statutory Auditors among the effective Auditors
        appointed according to article 17.3 letter b) of these
        by-laws.<br>
        To appoint effective or alternate Auditors for any reason
        not elected according to the terms of the aforementioned
        procedure, the shareholders' meeting will resolve with
        the majorities prescribed by the law.<br>
        <b>The vote by list procedure shall apply only in case of
        appointment of the entire Board of Statutory Auditors.</b></td>
    </tr>
</table>
</center></div>

<p align="center">- 19 -</p>

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href="#tocpage">Table of Contents</a></h5>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%">Should an effective Auditor
        drawn out from the candidate list that receives the
        majority of votes expressed by the Shareholders be
        replaced, he will be succeeded by the alternate Auditor
        drawn out from the same candidate list; should an
        effective Auditor drawn out from the other candidate list
        be replaced, he will be substituted pursuant to Article
        17.3, letter b) of the by-laws.<br>
        <br>
        <strong>28.3</strong> Retiring Auditors may be reelected.<br>
        <strong>28.4</strong> Subject to a previous communication
        to the Chairman of the Board of Directors, the Board of
        Statutory Auditors is empowered to convene the
        shareholders' meeting and the Board of Directors. At
        least two effective Auditors are empowered to convene the
        shareholders' meetings and at least one effective Auditor
        is empowered to convene the Board meetings.</td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%">Should an effective Auditor
        drawn out from the candidate list that receives the
        majority of votes expressed by the Shareholders be
        replaced, he will be succeeded by the alternate Auditor
        drawn out from the same candidate list; should an
        effective Auditor drawn out from the other candidate list
        be replaced, he will be substituted <strike>pursuant to
        Article 17.3, letter b) of the by-laws</strike><b> by the
        Alternate Auditor drawn by those other lists</b>.<br>
        <strong>28.3</strong> Retiring Auditors may be reelected.<br>
        <strong>28.4</strong> Subject to a previous communication
        to the Chairman of the Board of Directors, the Board of
        Statutory Auditors is empowered to convene the
        shareholders' meeting and the Board of Directors. At
        least two effective Auditors are empowered to convene the
        shareholders' meetings and at least one effective Auditor
        is empowered to convene the Board meetings.<br>
        <b>The Board of Statutory Auditors&#146; meetings may be
        held by video or teleconference if each of the
        participants to the meetings may be identified and if
        each is allowed to follow the discussion and take part to
        it in real time. If said conditions are met, the Meeting
        is considered duly held in the place where the Chairman
        and the Secretary are present.</b></td>
    </tr>
</table>
</center></div>

<ul>
    <li><p align="left">delegate any and all powers to the Chief
        Executive Officer, to execute, directly or through
        attorneys-in-fact, said resolution and provide, if
        necessary and possible pursuant to the current
        legislation, those formal amendments to the resolution
        under this item as determined by competent Authorities in
        order to deposit it with the Companies Register or assure
        their approval by the Shareholders&#146; Meeting.</p>
    </li>
</ul>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p align="center">The Chairman of the Board
                    of Directors<br>
                    <strong>Mr. Roberto Poli</strong></p>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p align="center">- 20 -</p>

<hr noshade>

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href="#tocpage" name="105">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p align="center">Eni S.p.A.<br>
Registered Office: Piazzale Enrico Mattei, No. 1, Rome - Italy<br>
Company Share Capital euro 4,005,358,876.00 fully paid up<br>
Rome Companies Register Tax Identification Number 00484960588<br>
VAT Number 00905811006 R.E.A. Rome No. 756453</p>

<p align="center"><font size="4"><b>NOTICE OF BONDHOLDERS'
MEETING</b></font></p>

<p>Bondholders of Eni S.p.A. - Euro Medium Term Notes 2000-2010
are hereby invited to attend the Bondholders' Meeting, which will
be held in Rome, Via del Serafico, 89/91, on May 21, 2007 at 9:00
a.m. (CET) on first call and, if necessary, on May 22 and May 23,
2007, at 9:30 a.m. (CET) and at the same location, on second and
third call, respectively.</p>

<p align="center"><font size="4"><b>AGENDA</b></font></p>

<ol>
    <li>Appointment of the representative of Bondholders of Eni
        S.p.A. - Euro Medium Term Notes 2000-2010 and
        determination of the duration in office and of his
        compensation.</li>
</ol>

<p>Admission to the Shareholders&#146; Meeting is subject to the
delivery of the notification of attendance issued by financial
intermediaries at least two labour days before the date of the
Shareholders&#146; Meeting on first call.</p>

<p>Eni S.p.A.'s Corporate Secretary is available for any further
information Shareholders may need at the toll-free number 800 940
924 (for calls from abroad Italy: 80011223456) or fax number +39
06 59822233.</p>

<p>The Notice, published on the Italian Official Gazette,
&quot;Il Sole 24Ore&quot; and other newspapers of general
circulation, and the documentation regarding the
Shareholders&#146; Meeting will be available on www.eni.it and
may be requested by e-mail at
segreteriasocietaria.azionisti@eni.it or by calling the
above-mentioned toll-free numbers or by fax.</p>

<p>This notice is available on www.eni.it.</p>

<p>&nbsp;</p>

<p align="center">The Chairman of the Board of Directors<br>
<b>Mr. Roberto Poli</b></p>

<p align="center">&nbsp;</p>

<hr noshade>

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href="#tocpage" name="106">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p align="center">Eni S.p.A.<br>
Registered Office: Piazzale Enrico Mattei, No. 1, Rome - Italy<br>
Company Share Capital euro 4,005,358,876.00 fully paid up<br>
Rome Companies Register Tax Identification Number 00484960588<br>
VAT Number 00905811006 R.E.A. Rome No. 756453</p>

<p align="center"><font size="4"><b>NOTICE OF BONDHOLDERS'
MEETING</b></font></p>

<p>Bondholders of Eni S.p.A. - Euro Medium Term Notes 2003-2013
are hereby invited to attend the Bondholders' Meeting, which will
be held in Rome, Via del Serafico, 89/91, on May 21, 2007 at 9:30
a.m. (CET) on first call and, if necessary, on May 22 10:30 a.m.
(CET) and May 23, 2007, at 10:30 a.m. (CET) and at the same
location, on second and third call, respectively.</p>

<p align="center"><font size="4"><b>AGENDA</b></font></p>

<ol>
    <li>Appointment of the representative of Bondholders of Eni
        S.p.A. - Euro Medium Term Notes 2003-2013 and
        determination of the duration in office and of his
        compensation.</li>
</ol>

<p>Admission to the Shareholders&#146; Meeting is subject to the
delivery of the notification of attendance issued by financial
intermediaries at least two labour days before the date of the
Shareholders&#146; Meeting on first call.</p>

<p>Eni S.p.A.'s Corporate Secretary is available for any further
information Shareholders may need at the toll-free number 800 940
924 (for calls from abroad Italy: 80011223456) or fax number +39
06 59822233.</p>

<p>The Notice, published on the Italian Official Gazette,
&quot;Il Sole 24Ore&quot; and other newspapers of general
circulation, and the documentation regarding the
Shareholders&#146; Meeting will be available on www.eni.it and
may be requested by e-mail at
segreteriasocietaria.azionisti@eni.it or by calling the
above-mentioned toll-free numbers or by fax.</p>

<p>This notice is available on www.eni.it.</p>

<p>&nbsp;</p>

<p align="center">The Chairman of the Board of Directors<br>
<b>Mr. Roberto Poli</b></p>

<p align="center">&nbsp;</p>

<hr noshade>

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href="#tocpage" name="107">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p align="center">Eni S.p.A.<br>
Registered Office: Piazzale Enrico Mattei, No. 1, Rome - Italy<br>
Company Share Capital: euro 4,005,358,876.00 fully paid up<br>
Rome Companies Register - Tax Identification Number 00484960588<br>
VAT Number 00905811006 - R.E.A. Rome 756453</p>

<p align="center"><font size="4"><b>Notice pursuant to Article 84
of Consob Regulation No. 11971/1999</b></font></p>

<p>Eni Shareholders are informed that on April 5, 2007 the
projects of merger of AgipFuel S.p.A., Napoletana Gas Clienti
S.p.A. and Siciliana Gas Clienti S.p.A., Eni subsidiaries and
sole shareholder companies, into Eni S.p.A., were filed with the
Companies Registers of Rome.</p>

<p>Pursuant to Article 23.3 of Eni&#146;s By-laws, the decisions
on the merger will be resolved by Eni Board of Directors.</p>

<p>The documentation regarding the above mentioned merger
operations is available at Eni S.p.A. Registered Office in Rome,
Piazzale Enrico Mattei, No. 1, and at the Borsa Italiana S.p.A.
(Italian Stock Exchange:<font color="#0000FF"><u> </u></font>www.borsaitaliana.it).</p>

<p>The related documents are also available on www.eni.it and may
be requested by e-mail segreteriasocietaria.azionisti@eni.it or
by calling the Toll-Free Number 800 94 09 24 for calls from Italy
and 800 11 22 34 56 for calls from outside Italy.</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<hr noshade>

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href="#tocpage" name="108">Table of Contents</a></h5>

<p align="center"><font size="4"><b>Report on the Merger of
AgipFuel S.p.A. into Eni S.p.A.</b></font></p>

<p>The Chief Executive Officer submits to the approval of the
Board of Directors the project of merger of AgipFuel S.p.A.
(&quot;AgipFuel&quot;) into Eni S.p.A. (&quot;Eni&quot;).</p>

<p>The report has been drawn up pursuant to Consob Regulation No.
11971 dated May 14, 1999, Annex 3A-Schedule 1.</p>

<p><b>1.a) Description of the merger, of its reasons and of the
managerial objectives of the companies involved in the merger and
their related programs</b></p>

<p>The operation consists of the merger into Eni, with registered
office in Piazzale Enrico Mattei, No. 1, Rome, Italy, company
share capital euro 4,005,358,876.00, fully paid up, enrolled in
Rome Companies Register, Tax Identification Number 00484960588,
of AgipFuel, with registered office in Rome, Via Vitaliano
Brancati, No. 64, company share capital euro 3,637,000.00, fully
paid up, enrolled in the Rome Companies Register, Tax
Identification Number 03902330822. AgipFuel is an Eni&#146;s
subsidiary and a sole shareholder company.</p>

<p>The merger aims to streamline Eni Group structure and increase
the efficiency of the Group operations through the reduction of
the decisional levels and the rationalisation of the staff
structures operating for the business units.</p>

<p><b>1.b) Determination of the values of the companies involved
in the merger in order to set the exchange ratio</b></p>

<p><b>1.c) The exchange ratio of the shares and the criteria for
its determination</b></p>

<p><b>1.d) Assignation of the merging company shares and date as
of these shares accrue dividend</b></p>

<p>The merger will be executed on the basis of the Financial
Statements at December 31, 2006 of Eni and AgipFuel.</p>

<p>As Eni is the sole shareholder of AgipFuel, the economic value
of its assets has not been assessed, the exchange ratio of
AgipFuel shares with Eni shares has not been calculated and no
Eni shares will be assigned.</p>

<p><b>1.e) Date as of the operations of the companies to be
merged will be charged, also for tax purposes, to the Financial
Statements of the merging company</b></p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed within August 31, 2007, the merger will be
effective as of the first day of the month following the date
when the last deposit of the Deed of merger is executed and
however not before July 1, 2007. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of July 1, 2007.</p>

<p align="center">&nbsp;</p>

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href="#tocpage">Table of Contents</a></h5>

<p align="center">&nbsp;</p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed after August 31, 2007, the merger will be
effective as of January 1, 2008. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of January 1, 2008.</p>

<p><b>1.f) Tax consequences of the merger on the companies
involved in the merger</b></p>

<p>No capital gains will arise nor be distributed because of the
merger; therefore, no taxes will be due by Eni or AgipFuel
because of the merger.</p>

<p><b>1.g) Estimates of the effects of the merger on the relevant
shareholdings and on the control of the merging company</b></p>

<p>The merger will affect neither Eni shareholdings nor Eni
control.</p>

<p><b>1.h) Effects of the merger on the pacts among shareholders
mentioned in Article 122 of Legislative Decree 58/98, regarding
the shares issued by the companies to be merged</b></p>

<p>Eni doesn't know the existence of pacts among shareholders.</p>

<p><b>1.i) Comments of the Board of Directors on the existence of
the withdrawal right for dissenting shareholders</b></p>

<p>As the company objects of Eni Articles of Association already
contain those of the company to be merged it shall not be
amended; therefore the withdrawal right shall not apply.</p>

<p>To the Board members:</p>

<p>You are invited to:</p>

<ul>
    <li>approve the project of merger into Eni S.p.A. of AgipFuel
        S.p.A. on the basis of their Financial Statements at
        December 31, 2006;</li>
</ul>

<ul>
    <li>delegate any and all powers to the Chief Executive
        Officer, to be used directly or through attorneys-in-fact
        and in compliance with the current legislation, to: a)
        underwrite the deed of merger; b) perform any and all
        necessary acts and fulfilment necessary to execute the
        merger, included but not limited to the succession of the
        merging company in the rights and duties of the company
        to be merged and in its relationships with third parties,
        courts included, arisen before the merger becomes
        effective, and keep exempt the holders of public records
        and the Public Administrations from any liabilities; c)
        cancel the shares issued by AgipFuel S.p.A.; d) do any
        and all acts necessary to execute this resolution and
        provide, if necessary and possible pursuant to the
        current legislation, for those formal amendments to it as
        determined by competent Authorities in order to deposit
        it with the Companies Register.</li>
</ul>

<p align="center">The Chief Executive Officer<br>
of Eni S.p.A.<br>
(Mr. Paolo Scaroni)</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center">- 2 -</p>

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href="#tocpage" name="109">Table of Contents</a></h5>

<p align="center"><font size="5"><b>P</b></font><font size="4"><b>ROJECT
OF MERGER OF </b></font><font size="5"><b>A</b></font><font
size="4"><b>GIP</b></font><font size="5"><b>F</b></font><font
size="4"><b>UEL </b></font><font size="5"><b>S</b></font><font
size="4"><b>.P.</b></font><font size="5"><b>A</b></font><font
size="4"><b>. INTO </b></font><font size="5"><b>E</b></font><font
size="4"><b>NI </b></font><font size="5"><b>S</b></font><font
size="4"><b>.P.</b></font><font size="5"><b>A</b></font><font
size="4"><b>.</b></font></p>

<p>Pursuant to Article 2501-<em>ter</em> of the Civil Code, is
hereby drawn up the project of merger (the &quot;Project&quot;)
of AgipFuel S.p.A. (&quot;AgipFuel&quot;) into Eni S.p.A.
(&quot;Eni&quot;).</p>

<p><b><u>Reasons of the merger</u></b></p>

<p>The merger aims to streamline Eni Group structure and increase
the efficiency of the Group operations through the reduction of
the decisional levels and the rationalisation of the staff
structures operating for the business units.</p>

<p><b><u>Information to be given pursuant Article 2501-</u></b><em><b><u>ter</u></b></em><b><u>
of the Civil Code</u></b></p>

<p>As Eni is the sole shareholder of AgipFuel, and this situation
will be kept until the merger is effective, the information
required by Article 2501-<em>ter</em>, first paragraph, No. 1),
2), 6), 7) and 8), of the Civil Code are hereby given.</p>

<p>The merger is proposed on the basis of the Financial
Statements at December 31, 2006 of Eni and AgipFuel.</p>

<p><b><u>Type, Denomination and Registered Office of the
companies involved in the merger</u></b></p>

<p><i><u>Merging Company:<br>
</u></i>Eni S.p.A., with registered office in Piazzale Enrico
Mattei, No. 1, Rome, Italy, company share capital euro
4,005,358,876.00, fully paid up, enrolled in the Rome Companies
Register, Tax Identification Number 00484960588.</p>

<p><i><u>Company to be merged:<br>
</u></i>AgipFuel S.p.A., with registered office in Rome, Via
Vitaliano Brancati, No. 64, company share capital euro
3,637,000.00, fully paid up, enrolled in the Rome Companies
Register, Tax Identification Number 03902330822. AgipFuel is an
Eni&#146;s subsidiary and a sole shareholder company.</p>

<p><b><u>Merging company Incorporation Act, with the indications
of the amendments of the Articles of Association to be approved
in consequence of the merger</u></b></p>

<p>Eni was incorporated pursuant to the transformation of Ente
Nazionale Idrocarburi (National Agency for Hydrocarbons, E.N.I.),
a public entity established by law, set forth by Article 15 of
Law Decree No. 333, dated July 11, 1992 converted by Law No. 359
dated August 8, 1992.</p>

<p>The documentation regarding the incorporation-transformation
of Eni and the up-dated text of the Articles of Association are
attached to the Project.</p>

<p align="center">- 1 -</p>

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href="#tocpage">Table of Contents</a></h5>

<p>The company objects of Eni already contain those of the
company to be merged and no shares will be issued by Eni because
Eni is AgipFuel&#146;s sole shareholder; therefore Eni Articles
of Association shall not be amended.</p>

<p><b><u>Date as of the operations of the company to be merged
will be charged to the Financial Statements of the merging
company</u></b></p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed within August 31, 2007, the merger will be
effective as of the first day of the month following the date
when the last deposit of the Deed of merger is executed and
however not before July 1, 2007. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of July 1, 2007.</p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed after August 31, 2007, the merger will be
effective as of January 1, 2008. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of January 1, 2008.</p>

<p><b><u>Treatment of particular categories of shareholders and
holders of securities different from shares</u></b></p>

<p>There are no particular categories of shareholders; no
particular treatment is foreseen for the holders of securities
different from the shares.</p>

<p>Eni bond issues outstanding are &quot;Eni S.p.A. - Euro Medium
Term Notes 2000-2010&quot; and &quot;Eni S.p.A. - Euro Medium
Term Notes 2003-2013&quot;; their Regulations will not be amended
pursuant to the merger.</p>

<p><b><u>Advantages proposed in favour of the Board members of
the merging company and of the company to be merged</u></b></p>

<p>No advantage is foreseen in favour of the Board members of Eni
and AgipFuel.</p>

<p align="center">&nbsp;</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%"><p align="center">The
        Chairman of the Board of Directors <br>
        and the Chief Executive Officer <br>
        of AgipFuel S.p.A.<br>
        (Mr. Sergio Pica)</p>
        </td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%"><p align="center">The Chief
        Executive Officer<br>
        of Eni S.p.A.<br>
        <br>
        (Mr. Paolo Scaroni)</p>
        </td>
    </tr>
</table>
</center></div>

<p align="center">- 2 -</p>

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href="#tocpage">Table of Contents</a></h5>

<blockquote>
    <blockquote>
        <p align="center"><font size="4" face="Arial"><b>Annex</b></font></p>
    </blockquote>
</blockquote>

<p><font size="3"><b><u>Legislative Decree No. 333 dated July 11,
1992 (in: Official Gazette &#150; General Series &#150; No. 162
dated July 11, 1992 and notice of rectification in Official
Gazette &#150; General Series &#150; No. 164 dated July 14)
coordinated with the Conversion Law No. 359 dated August 8, 1992
(in Official Gazette &#150; General Series &#150; No. 190 dated
August 13, 1992 regarding: Urgent measures for the reformation of
public finances.</u></b></font></p>

<p align="center"><font size="3"><b>Omission</b></font></p>

<p align="center"><font size="3">Article 15</font></p>

<ol>
    <li><font size="3">The National Institute for Industrial
        Reconstruction - IRI, the National Hydrocarbon Board -
        ENI, the National Insurance Institute - INA and the
        National Electricity Board - ENEL are transformed into
        companies limited by shares with effect from the date of
        the present decree.</font></li>
    <li><font size="3">The initial capital of each of these
        limited companies derived from the transformation is
        established by a decree of the Treasury Ministry on the
        basis of the net assets stated in their last respective
        balance sheets. The companies deriving from the
        transformation will issue shares of nominal value L.
        1,000 each for an overall amount equal to their capital
        determined as above.</font></li>
    <li><font size="3">The shares of the companies referred to in
        paragraph 1, together with those of BNL S.p.A., are
        assigned to the Treasury Ministry. The Treasury Ministry
        shall exercise its rights as shareholder in accord with
        the Ministries of the Budget, of Economic Planning,
        Industry, Commerce and State Shareholdings. In the same
        way, the shareholdings of the Savings and Loan Bank in
        IMI S.p.A. and in the other institutes of credit and
        finance intermediation are assigned to the Treasury
        Ministry. The capital losses in the balance sheet of the
        Savings and Loan Bank due to the transfer of the shares
        referred to in the present paragraph to the Treasury
        Ministry are charged to the Reserve Fund of the said
        Bank.</font></li>
    <li><font size="3">The Articles of Association of each
        company derived from the transformation will be
        deliberated at the first Meeting. As a temporary measure,
        the rules &#150; legal and constitutional &#150;
        governing each company will remain in force. The
        Presidents of the limited companies derived from the
        transformation will hold their respective
        Shareholders&#146; Meetings within ten days from the date
        this present decree comes into force.</font></li>
    <li><font size="3">Publication of this present decree takes
        account of all the requirements regarding formation of
        companies contemplated by current regulations.</font></li>
</ol>

<p align="center"><font size="3">Omission</font></p>

<p align="center">&nbsp;</p>

<p align="center">- 3 -</p>

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<p align="center"><b>Eni S.p.A. Articles of Association</b></p>

<p align="center"><u>Part I - Establishment - Name - Registered
Office and Duration of the Company</u></p>

<p><b>ARTICLE 1</b></p>

<p><b>1.1</b> &quot;Eni S.p.A.&quot; resulting from the
transformation of Ente Nazionale Idrocarburi, a public law
agency, established by Law 136 of February 10, 1953, is regulated
by these by-laws.</p>

<p><b>ARTICLE 2</b></p>

<p><b>2.1 </b>The registered head office of the company is
located in Rome, Italy and the company&#146;s two branches in San
Donato Milanese (MI).</p>

<p><b>2.2 </b>Main representative offices, affiliates and
branches may be established and/or wound up in Italy or abroad in
compliance with the law.</p>

<p><b>ARTICLE 3</b></p>

<p><b>3.1 </b>The company is expected to exist until December 31,
2100. Its duration may be extended one or more times by
resolution of the shareholders' meeting.</p>

<p align="center"><u>Part II - Company Objects</u></p>

<p><b>ARTICLE 4</b></p>

<p><b>4.1 </b>The company objects are the direct and/or indirect
management, by way of shareholdings in companies, agencies or
businesses, of activities in the field of hydrocarbons and
natural vapours, such as exploration and development of
hydrocarbon fields, construction and operation of pipelines for
transporting the same, processing, transformation, storage,
utilisation and trade of hydrocarbons and natural vapours, all in
respect of concessions provided by law.</p>

<p>The company also has the object of direct and/or indirect
management, by way of shareholdings in companies, agencies or
businesses, of activities in the fields of chemicals, nuclear
fuels, geothermy and renewable energy sources, in the sector of
engineering and construction of industrial plants, in the mining
sector, in the metallurgy sector, in the textile machinery
sector, in the water sector, including derivation, drinking
water, purification, distribution and reuse of waters; in the
sector of environmental protection and treatment and disposal of
waste, as well as in every other business activity that is
instrumental, supplemental or complementary with the
aforementioned activities.</p>

<p>The company also has the object of managing the technical and
financial co-ordination of subsidiaries and affiliated companies
as well as providing financial assistance on their behalf.</p>

<p>The company may perform any operations necessary or useful for
the achievement of the company objects; by way of example, it may
initiate operations involving real estate, moveable goods, trade
and commerce, industry, finance and banking asset and liability
operations, as well as any action that is in any way connected
with the company objects with the exception of public fund
raising and the performance of investment services as regulated
by Legislative Decree No. 58 of February 24, 1998.</p>

<p>The company may take shareholdings and interests in other
companies or businesses with objects similar, comparable or
complementary to its own or those of companies in which it has
holdings, either in Italy or abroad, and it may provide real and
or personal bonds for its own and others' obligations, especially
guarantees.</p>

<p align="center"><u>Part III - Capital - Shareholdings - Bonds</u></p>

<p><b>ARTICLE 5</b></p>

<p><b>5.1 </b>The company capital is euro 4,005,358,876.00 (four
billion five million three hundred and fifty-eight thousand eight
hundred and seventy-six) represented by 4,005,358,876 (four
billion five million three hundred and fifty-eight thousand eight
hundred and seventy-six) shares of ordinary stock with a nominal
value of euro 1 (one) each.</p>

<p align="center">&nbsp;</p>

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<p><b>5.2</b> Shares may not be split up and each share is
entitled to one vote.</p>

<p><b>5.3</b> The fact of being a Shareholder in itself
constitutes approval of these by-laws.</p>

<p><b>ARTICLE 6</b></p>

<p><b>6.1</b> Pursuant to Article 3 of Law Decree 332 of May 31,
1994, converted with amendments into Law 474 of July 30, 1994, no
one, in any capacity, may own company shares that entail a
holding of more than 3 per cent of voting share capital.</p>

<p>Such maximum shareholding limit is calculated by taking into
account the aggregate shareholding held by the controlling
entity, either a physical or legal person or company; its
directly or indirectly controlled entities, as well as entities
controlled by the same controlling entity; affiliated entities as
well as people related to the second degree by blood or marriage,
also in the case of a legally separated spouse.</p>

<p>Control exists, with reference also to entities other than
companies, in the cases envisaged by Article 2359, paragraphs 1
and 2 of the Civil Code.</p>

<p>Affiliation exists in the case set forth in Article 2359,
paragraph 3, of the Civil Code as well as between entities that
directly or indirectly, by way of subsidiaries, other than those
managing investment funds, are bound, even with third parties, in
agreements regarding the exercise of voting rights or the
transfer of shares or portions of third companies or, in any
event, in agreements or pacts as per Article 122 of Legislative
Decree No. 58 of February 24, 1998 regarding third party
companies if said agreements or pacts concern at least 10 per
cent of the voting capital, if they are listed companies, or 20
per cent if they are unlisted companies.</p>

<p>The aforementioned shareholding limit (3 per cent) is
calculated by taking into account shares held by any fiduciary
nominee or intermediary. Any voting rights attributable to voting
capital held or controlled in excess of the maximum limit
indicated in the foregoing cannot be exercised and the voting
rights of each entity to whom such limit on shareholding applies
are reduced in proportion, unless otherwise jointly provided in
advance by the parties involved. In the event that shares
exceeding this limit are voted, any Shareholders' resolution
adopted pursuant to such a vote may be challenged pursuant to
Article 2377 of the Civil Code, if the required majority had not
been reached without the votes exceeding the aforementioned
maximum limit.</p>

<p>Shares not entitled to vote are included in the determination
of the quorum at shareholders' meetings.</p>

<p><b>6.2</b> Pursuant to Article 2, paragraph 1, of Law Decree
332 of May 31, 1994, converted with amendments into Law 474 of
July 30, 1994, as modified by Article 4, paragraph 227, of Law
December 24, 2003 No. 350, the Minister of Economy and Finance
retains the following special powers to be exercised in agreement
with the Minister of Productive Activities and according to the
criteria contained in the Decree issued by the President of the
Council of Ministers on June 10, 2004:</p>

<p>a) opposition with respect to the acquisition of material
shareholdings by entities affected by the shareholding limit as
set forth in Article 3 of Law Decree 332 of May 31, 1994,
converted with amendments into Law 474 of July 30, 1994, by which
&#150; as per Decree issued by the Minister of Treasury on
October 16, 1995 &#150; are meant those representing at least 3%
of share capital with the right to vote at the ordinary
shareholders' meeting.</p>

<p>The opposition is expressed within ten days of the date of the
notice to be filed by the Board of Directors at the time request
is made for registration in the Shareholders' Register if the
Minister considers that such an acquisition may prejudice the
vital interests of the Italian State. Until the ten-day term is
not lapsed, the voting rights and the non-asset linked rights
connected with the shares representing a material shareholding
may not be exercised. If the opposition power is exercised,
through a duly motivated act in connection with the prejudice
that may be caused by the operation to the vital interests of the
Italian State, the transferee may not exercise the voting rights
and the other non-asset linked rights connected with the shares
representing a material shareholding and must sell said shares
within one year. Failing to comply, the law court, upon request
of the Minister of Economy and Finance, will order the sale of
the shares representing a material shareholding according to the
procedures set forth in Article 2359-<em>ter</em> of the Civil
Code. The act through which the opposition power is exercised may
be sued by the transferee before the Regional Administrative
Court of Latium within sixty days as of its issue;</p>

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<p>b) opposition with respect to the subscription of
Shareholders' pacts or agreements as per Article 122 of
Legislative Decree No. 58 of February 24, 1998, involving &#150;
as per Decree issued by the Minister of Treasury on October 16,
1995 &#150; at least 3% of the share capital with the right to
vote at ordinary shareholders' meetings. In order to allow the
exercise of the above mentioned opposition power, Consob notifies
the Minister of Economy and Finance of the relevant pacts or
agreements communicated to it pursuant to the aforementioned
Article 122 of Legislative Decree No. 58 of February 24, 1998.
The opposition power may be exercised within ten days as of the
date of the notice by Consob. Until the ten-day term is not
lapsed, the voting right and the other non-asset linked rights
connected with the shares held by the shareholders who have
subscribed the above mentioned pacts or agreements may not be
exercised. If the opposition power is exercised through the issue
of an act that shall be duly motivated in consideration of the
prejudice that may be caused by said pacts or agreements to the
vital interests of the Italian State, the shareholders pacts or
agreements shall be null and void. If in the shareholders&#146;
meetings the shareholders who have signed shareholders&#146;
pacts or agreements behave as if those pacts or agreements
disciplined by Article 122 of Legislative Decree No. 58 of
February 24, 1998 were still in effect, the resolutions approved
with their vote, if determining for the approval, may be sued.
The act through which the opposition power is exercised may be
sued by the shareholders who joined the above mentioned pacts or
agreements before the Regional Administrative Court of Latium
within sixty days as of its issue;</p>

<p>c) veto power with respect to resolutions to dissolve the
company, to transfer the business, to merge, to demerge, to
transfer the company's registered office abroad, to change the
company objects and to amend the by-laws cancelling or modifying
the powers indicated in this Article. The act through which the
veto power is exercised shall be duly motivated in consideration
of the prejudice the related resolution may cause to the vital
interests of the Italian State and may be sued by the dissenting
Shareholders before the Regional Administrative Court of Latium
within sixty days as of its issue;</p>

<p>d) appointment of one Board member with no voting rights.
Should such appointed Director lapse, the Minister of Economy and
Finance in agreement with the Minister of Productive Activities
will appoint his substitute.</p>

<p><b>ARTICLE 7</b></p>

<p><b>7.1</b> When shares are fully paid, and if the law so
allows, they may be issued to the bearer. Bearer shares may be
converted into registered shares and vice-versa. Conversion
operations are performed at the Shareholder's expense.</p>

<p><b>ARTICLE 8</b></p>

<p><b>8.1</b> In the event, and for whatever reason, a share
belongs to more than one person, the rights relating to said
share may not be exercised by other than one person or by a proxy
for all co-owners.</p>

<p><b>ARTICLE 9</b></p>

<p><b>9.1</b> The shareholders' meeting may resolve to increase
the company capital and establish terms, conditions and means
thereof.</p>

<p><b>9.2</b> The shareholders' meeting may resolve to increase
the company capital by issuing shares, including shares of
different classes, to be assigned for no consideration pursuant
to Article 2349 of the Civil Code.</p>

<p><b>ARTICLE 10</b></p>

<p><b>10.1</b> Payments on shares are requested by the Board of
Directors in one or more times.</p>

<p><b>10.2</b> Shareholders who are late in payment are charged
an interest calculated at the official discount rate established
by the Bank of Italy besides the provisions envisaged in Article
2344 of the Civil Code.</p>

<p><b>ARTICLE 11</b></p>

<p><b>11.1</b> The company may issue bonds, including
convertibles and warrant bonds in compliance with the law.</p>

<p align="center"><u>Part IV - Shareholders&#146; meeting</u></p>

<p><b>ARTICLE 12</b></p>

<p><b>12.1</b> Ordinary and extraordinary shareholders' meetings
are usually held at the company registered office unless
otherwise resolved by the Board of Directors, provided however
they are held in Italy.</p>

<p><b>12.2</b> Ordinary shareholders&#146; meetings must be
called at least once a year to approve the financial statements,
within 180 days of the end of the business year, as the Company
approves the Group Financial Statements.</p>

<p align="center">- 6 -</p>

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<p><b>ARTICLE 13</b></p>

<p><b>13.1 </b>Shareholders&#146; meetings are convened through a
notice to be published on the Italian Official Gazette or
&quot;Il Sole 24 Ore&quot; and other newspapers with national
circulation, according to the current legislation and in
compliance with the rules in force regulating the exercise of the
vote by mail.</p>

<p>The Shareholders that, severally or jointly, represent at
least one fortieth of Eni share capital, may ask, within five
days as of the date of publication of the shareholders&#146;
meeting notice, to add other items in the agenda. The request
shall contain the matters to be proposed to the
shareholders&#146; meeting. Said faculty may not be exercised on
the matters upon which, pursuant to the applicable legislation,
the shareholders&#146; meeting resolves on the basis of a
proposal of the Board of Directors or on the basis of a project
or report of the Board. The integrations accepted by the Board
shall be published at least ten days before the
shareholders&#146; meeting date, through a notice to be published
as indicated above.</p>

<p><b>13.2</b> Admission to the shareholders&#146; meeting is
subject to the delivery, also for registered shares, of the
certification issued by financial intermediaries at least two
days before the date of the shareholders&#146; meeting on first
call.</p>

<p><b>ARTICLE 14</b></p>

<p><b>14.1</b> Each Shareholder entitled to attend the meeting
may also be represented in compliance with the law by a person
appointed by written proxy. Incorporated entities and companies
may attend the meeting by way of a person appointed by written
proxy. In order to simplify collection of proxies issued by
Shareholders who are employees of the company or its subsidiaries
and members of Shareholders associations incorporated under and
managed pursuant to current legislation regulating proxies
collection, notice boards for communications and rooms to allow
proxies collection are made available to said associations
according to terms and conditions agreed from time to time by the
company with the associations representatives.</p>

<p><b>14.2</b> The Chairman of the meeting has to assure the
regularity of written proxies and, in general, the right to
attend the meeting.</p>

<p><b>14.3</b> The right to vote may also be exercised by mail
according to the laws and regulations in force concerning this
matter.</p>

<p><b>14.4</b> Eni S.p.A. shareholders' meetings are disciplined
by Eni S.p.A.'s shareholders' meeting Regulation approved by the
ordinary shareholders' meeting.</p>

<p><b>ARTICLE 15</b></p>

<p><b>15.1</b> The meeting is chaired by the Chairman of the
Board of Directors, or in the event of absence or impediment, by
the Chief Executive Officer; in absence of both, by another
person, duly delegated by the Board of Directors, failing which
the meeting may elect its own Chairman.</p>

<p><b>15.2</b> The Chairman of the meeting is assisted by a
Secretary, who need not be a Shareholder, to be designated by the
Shareholders present, and may appoint one or more scrutineers.</p>

<p><b>ARTICLE 16</b></p>

<p><b>16.1</b> The ordinary shareholders' meeting decides on all
the matters for which it is legally entitled and authorises the
transfer of the business.</p>

<p><b>16.2</b> Resolutions either at ordinary or extraordinary
meetings, either on first, second or third call, must be taken
with the majority required by the law in each case.</p>

<p><b>16.3</b> Resolutions of the meeting taken in compliance
with the law and these by-laws are binding for all Shareholders
even if absent or dissenting.</p>

<p><b>16.4</b> The minutes of ordinary meetings must be signed by
the Chairman and the Secretary.</p>

<p><b>16.5</b> The minutes of extraordinary meetings must be
drawn up by a notary public.</p>

<p align="center">- 7 -</p>

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<p align="center"><u>Part V - The Board of Directors</u></p>

<p><b>ARTICLE 17</b></p>

<p><b>17.1</b> The company is managed by a Board of Directors
consisting of no fewer than three and no more than nine members.
The shareholders' meeting determines the number within these
limits. The Minister of Economy and Finance in agreement with the
Minister of Productive Activities may appoint another member,
with no voting rights, pursuant to Article 6, second paragraph,
letter d), of the by-laws.</p>

<p><b>17.2 </b>The Board of Directors is appointed for a period
of up to three financial years; this term lapses on the date of
the shareholders' meeting convened to approve the financial
statements of the last year of their office. They may be
reappointed.</p>

<p><b>17.3 </b>The Board members, except for the one appointed
pursuant to Article 6.2, letter d) of these by-laws, are
appointed by the shareholders' meeting on the basis of lists
presented by Shareholders and by the Board of Directors; in such
lists the candidates must be listed in numerical order. Should
the retiring Board of Directors present its own candidate list,
it must be deposited at the company's registered office and
published in at least three Italian newspapers of general
circulation, two of them business dailies, at least twenty days
before the date set for the first call of the shareholders'
meeting. Candidate lists presented by Shareholders must be
deposited at the company registered office and published as
indicated in the foregoing at least ten days before the date set
for the first call of the shareholders' meeting.</p>

<p>Each Shareholder may present or take part in the presenting of
only one candidate list and each candidate may appear in one list
only or he will be ineligible. Companies that are controlling
entities or are under common control, as defined by Article 2359,
first paragraph, of the Civil Code, by the same entity of the
company presenting a list shall not present nor take part in the
presentation of another candidate list. Each candidate may appear
in one list only or he will be ineligible. Only those
Shareholders who, alone or together with other Shareholders,
represent at least 1 per cent of voting share capital at the
ordinary shareholders' meeting may present candidate lists. In
order to demonstrate the title on the number of shares necessary
to present candidate lists, the Shareholders must present and/or
deliver to the company registered office a copy of the
certification issued by the authorised financial intermediaries
that are depositaries of their shares at least five days prior to
the date set for the first call of the shareholders' meeting.</p>

<p>Together with each list, within the aforementioned time
limits, statements must be presented in which each candidate
accepts his nomination and attests, in his own responsibility,
that causes for his ineligibility and incompatibility are non
existing and that he possesses the requirements, honorability and
independence requirements required by the norms in force for the
Statutory Auditors included.</p>

<p>At least one Board member, if the Board members are no more
than five, or at least three Board members if they are more than
five, shall have the independence requirement. The independent
Board members take part, according to the provisions set by the
Board and by the Corporate Governance Codes issued by the
companies that manage stock markets to which the Company adheres,
to the Board Committees that the Board of Directors may
establish. Said Board Committees shall have advisory and
consulting tasks on specific items.</p>

<p>The Board of Directors evaluates periodically the independence
and the honorability of its members. If these requirements are
not present or elapse and, if the minimum number of independent
Board members set by these by-laws is not met, the Board of
Directors removes the Board member without the independence
requirement and resolves upon his substitution.</p>

<p>Each person entitled to vote may vote for a candidate list
only.</p>

<p>Board members will be elected in the following manner:</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="2%">a)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">seven tenths of the members
        to be elected will be drawn out from the candidate list
        that receives the majority of votes expressed by the
        Shareholders in the numerical order in which they appear
        on the list, rounded off in the event of a fractional
        number to the next lower number;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">b)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">the remaining Board members
        will be drawn out from the other candidate lists; to this
        purpose the votes obtained by each candidate list will be
        divided by one or two depending on the number of the
        members to be elected. The quotients thus obtained will
        be assigned progressively to candidates of each said list
        in the order given in the lists themselves. Quotients
        thus assigned to candidates of said lists will be set in
        one decreasing numerical order. Those who obtain the
        highest quotients will be elected. <br>
        In the event that more than one candidate obtains the
        same quotient, the candidate elected will be the one of
        the list that has not hitherto had a Board member elected
        or that has elected the least number of Board members.<br>
        In the event that none of the lists has yet elected a
        Board member or that all of them have elected the same
        number of Board members, the candidate from all such
        lists who has obtained the largest number of votes will
        be elected. In the event of equal list votes and equal
        quotient, a new vote will be taken by the entire
        shareholders' meeting and the candidate elected will be
        the one who obtains a simple majority of the votes;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">c)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">to appoint Board members for
        any reason not covered by the terms of the aforementioned
        procedure, the shareholders' meeting will make a
        resolution with the majorities prescribed by the law.</td>
    </tr>
</table>
</center></div>

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<p><b>17.4</b> The shareholders' meeting may, even during the
Board's term of office, change the number of members of the Board
of Directors, always within the limits set forth in paragraph
17.1 above, and make the relating appointments. Board members so
elected will expire at the same time as the rest of the Board.</p>

<p><b>17.5</b> If during the term of office one or more members
leave the Board, action will be taken in compliance with Article
2386 of the Civil Code with exception of the Board member
appointed pursuant to Article 6.2 letter d) of these by-laws. If
a majority of members leaves the Board, the whole Board will be
considered lapsed and the Board must promptly call a
shareholders' meeting to appoint a new Board.</p>

<p><b>ARTICLE 18</b></p>

<p><b>18.1</b> If the shareholders' meeting has not appointed a
Chairman, the Board will elect one of its members. The Director
appointed pursuant to Article 6, second paragraph, letter d) of
the by-laws cannot be appointed as Chairman.</p>

<p><b>18.2</b> The Board, at the Chairman's proposal, appoints a
Secretary, who need not belong to the company.</p>

<p><b>ARTICLE 19</b></p>

<p><b>19.1</b> The Board meets in the place indicated in the
notice whenever the Chairman or, in case of absence or
impediment, the Chief Executive Officer deems necessary, or when
written application has been made by the majority of the members.
The Board of Directors may be convened also pursuant to Article
28.4 of the by-laws. The Board of Directors' meetings may be held
by video or teleconference if each of the participants to the
meetings may be identified and if each is allowed to follow the
discussion and take part to it in real time. If said conditions
are met, the meeting is considered duly held in the place where
the Chairman and the Secretary are present.</p>

<p><b>19.2</b> Usually notice is given at least five days in
advance. In cases of urgency notice may be sent earlier. The
Board of Directors decides on how to convene its meetings.</p>

<p><b>19.3</b> The Board of Directors must likewise be convened
when so requested by at least two Board members or by one member
if the Board consists of three members to decide on a specific
matter considered of particular importance, pertaining to
management, matter to be indicated in the request.</p>

<p><b>ARTICLE 20</b></p>

<p><b>20.1</b> The Chairman of the Board or, in his absence, the
oldest Board member in attendance chairs the meeting.</p>

<p><b>ARTICLE 21</b></p>

<p><b>21.1</b> A majority of members of the Board having a voting
right must be present for a Board meeting to be valid.</p>

<p><b>21.2 </b>Resolutions are taken with the majority of votes
of the Board members having a voting right present; should votes
be equal, the person who chairs the meeting has a casting vote.</p>

<p><b>ARTICLE 22</b></p>

<p><b>22.1</b> Resolutions of the Board are entered in the
minutes, which are recorded in a book kept for that purpose
pursuant to the law, and said minutes are signed by the Chairman
of the meeting and by the Secretary.</p>

<p><b>22.2</b> Copies of the minutes are bona fide if they are
signed by the Chairman or the person acting for him and
countersigned by the Secretary.</p>

<p><b>ARTICLE 23</b></p>

<p><b>23.1</b> The Board of Directors is invested with the
fullest powers for ordinary and extraordinary management of the
company and, in particular, the Board has the power to perform
all acts it deems advisable for the implementation and
achievement of the company objects, except for the acts that the
law or these by-laws reserve for the shareholders' meeting.</p>

<p align="center">&nbsp;</p>

<p align="center">- 9 -</p>

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<p><b>23.2</b> The Board of Directors is allowed to resolve on
the following matters:</p>

<ul>
    <li>the merger and the demerger of at least 90% directly
        owned subsidiaries;</li>
    <li>the establishment and winding up of branches;</li>
    <li>the amendment to the by-laws in order to comply with the
        current legislation.</li>
</ul>

<p><b>23.3</b> The Board of Directors and the Chief Executive
Officer report timely, at least every three months and however in
the Board of Directors meetings, to the Board of Statutory
Auditors on the activities and on the most relevant operations
regarding the operational, economic and financial management of
the company and its subsidiaries; in particular the Board of
Directors and the Chief Executive Officer report to the Board of
Statutory Auditors on operations entailing an interest on their
behalf or on behalf of third parties.</p>

<p><b>ARTICLE 24</b></p>

<p><b>24.1 </b>The Board of Directors delegates its powers to one
of its members with the exception of the Director appointed
pursuant to Article 6, second paragraph, letter d) of the
by-laws, in compliance with the limits set forth in Article 2381
of the Civil Code. In addition the Board of Directors may
delegate powers to the Chairman for researching and promoting
integrated projects and strategic international agreements. The
Board of Directors may at any time withdraw the delegations of
powers hereon; if the Board of Directors withdraws powers
delegated to the Chief Executive Officer, a new Chief Executive
Officer is simultaneously appointed.</p>

<p>The Board of Directors, upon proposal of the Chairman and in
agreement with the Chief Executive Officer, may confer powers for
single acts or categories of acts to other members of the Board
of Directors with the exception of the Director appointed
pursuant to Article 6, second paragraph, letter d) of the
by-laws. The Chairman and the Chief Executive Officer, in
compliance with the limits of their delegations, may delegate and
empower company employees or persons not belonging to the company
to represent the company for single acts or specific categories
of acts.</p>

<p>Further, on proposal of the Chief Executive Officer and in
agreement with the Chairman, the Board of Directors may also
appoint one or more General Managers and determines the powers to
be conferred to them. In order to make the appointment effective,
the Board of Directors shall verify if the General Manager to be
appointed has the honorability requirements set by the current
legislation. The General Managers without said requirement shall
be removed.</p>

<p>On proposal of the Chief Executive Officer and in agreement
with the Chairman, the Board of Directors appoints the Manager
responsible for the preparation of financial reporting documents
and delegates powers and resources to him. The appointment is
subject to the favourable opinion of the Board of Statutory
Auditors.</p>

<p><b>ARTICLE 25</b></p>

<p><b>25.1</b> Legal representation towards any judicial or
administrative authority and towards third parties, together with
the company signature, are vested either onto the Chairman or the
Chief Executive Officer.</p>

<p><b>ARTICLE 26</b></p>

<p><b>26.1</b> The Chairman and the members of the Board are
remunerated in an amount established by the ordinary
shareholders' meeting. Said resolution, once taken, will remain
valid for subsequent business years until the shareholders'
meeting decides otherwise.</p>

<p><b>ARTICLE 27</b></p>

<p><b>27.1</b> The Chairman:</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="2%">a)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">represents the company
        according to the provisions of Article 25.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">b)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">chairs the shareholders'
        meeting pursuant to Article 15.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">c)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">convenes and chairs meetings
        of the Board of Directors pursuant to Articles 19.1 and
        20.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">d)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">ascertains whether Board
        resolutions have been implemented;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">e)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">exercises the powers
        delegated to him by the Board of Directors pursuant to
        Article 24.1 of these by-laws.</td>
    </tr>
</table>
</center></div>

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<p align="center"><u>Part VI - Board of Statutory Auditors</u></p>

<p><b>ARTICLE 28</b></p>

<p><b>28.1</b> The Board of Statutory Auditors consists of five
effective members and two alternate members. The Auditors shall
have the professional and honour requirements set forth by the
Ministerial Decree No. 162, dated March 30, 2000 issued by the
Ministry of Justice.</p>

<p>Pursuant to the aforementioned Ministerial Decree, the matters
strictly connected to those of interest of the Company are:
companies law, business economics and corporate finance.</p>

<p>Pursuant to said Ministerial Decree, the sectors strictly
connected with those of interest of the Company are the
engineering and geological sectors.</p>

<p>Those who are already appointed effective auditor or
supervisory board member or audit committee member in at least
five companies with securities listed on regulated securities
markets other than Eni S.p.A. subsidiaries may not be appointed
Statutory Auditor; if elected, they will lapse.</p>

<p><b>28.2</b> The effective Auditors and the alternate Auditors
are appointed by the shareholders' meeting on the basis of lists
presented by the Shareholders; in such lists candidates are
listed in numerical order. For the presentation, deposit and
publication of candidate lists the procedures set forth in
Article 17.3 shall apply.</p>

<p>Lists shall be divided into two sections: the first one for
the candidates to be appointed effective Auditors and the second
one for the candidates to be appointed alternate Auditors. At
least the first candidate of each section shall be chartered
accountant and have exercised audit activities for not less than
three years.</p>

<p>Three<b> </b>effective Auditors and one alternate Auditor will
be drawn from the list that obtains the majority of votes. The
other two effective Auditors and the other alternate Auditor will
be appointed pursuant to Article 17.3, letter b) of the by-laws.
The procedure described in this last Article shall be applied to
each section of the lists involved separately.</p>

<p>The shareholders' meeting appoints the Chairman of the Board
of Statutory Auditors among the effective Auditors appointed
according to Article 17.3 letter b) of these by-laws.</p>

<p>To appoint effective or alternate Auditors for any reason not
elected according to the terms of the aforementioned procedure,
the shareholders' meeting will resolve with the majorities
prescribed by the law.</p>

<p>Should an effective Auditor drawn out from the candidate list
that receives the majority of votes expressed by the Shareholders
be replaced, he will be succeeded by the alternate Auditor drawn
out from the same candidate list; should an effective Auditor
drawn out from the other candidate list be replaced, he will be
substituted pursuant to Article 17.3, letter b) of the by-laws.</p>

<p><b>28.3</b> Retiring Auditors may be reelected.</p>

<p><b>28.4</b> Subject to a previous communication to the
Chairman of the Board of Directors, the Board of Statutory
Auditors is empowered to convene the shareholders' meeting and
the Board of Directors. At least two effective Auditors are
empowered to convene the shareholders' meetings and at least one
effective Auditor is empowered to convene the Board meetings.</p>

<p align="center"><u>Part VII - Financial Statements and Profits</u></p>

<p><b>ARTICLE 29</b></p>

<p><b>29.1</b> The business year ends on December 31 every year.</p>

<p><b>29.2</b> At the end of each business year, the Board of
Directors sees to the preparation of the company financial
statements in conformity with the law.</p>

<p><b>29.3</b> The Board of Directors may, during the course of
the business year, pay interim dividends to the Shareholders.</p>

<p><b>ARTICLE 30</b></p>

<p><b>30.1</b> Dividends not collected within five years of the
day on which they are payable will be prescribed in favour of the
company and allocated to reserves.</p>

<p align="center">&nbsp;</p>

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<p align="center"><u>Part VIII - Winding Up and Liquidation of
the Company</u></p>

<p><b>ARTICLE 31</b></p>

<p><b>31.1</b> In the event the company is wound up, the
shareholders' meeting will decide the manner of liquidation,
appoint one or more liquidators and determine their powers and
remuneration.</p>

<p align="center"><u>Part IX - General Provisions</u></p>

<p><b>ARTICLE 32</b></p>

<p><b>32.1</b> For matters not expressly regulated by these
by-laws, the norms of the Civil Code and specific laws concerning
these matters will apply.</p>

<p><b>32.2 </b>The Ministry of Economy and Finance may retain his
shareholding in the company share capital in excess of the limit
set forth in Article 6.1 of these by-laws and will not be subject
to the provisions of said Article 6.1 for the period set by the
law.</p>

<p><b>ARTICLE 33</b></p>

<p><b>33.1 </b>The company retains all assets and liabilities
held before its transformation by the public law agency Ente
Nazionale Idrocarburi.</p>

<p align="center">&nbsp;</p>

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<p align="center"><font size="4"><b>Report on the Merger of
Napoletana Gas Clienti S.p.A. into Eni S.p.A.</b></font></p>

<p>The Chief Executive Officer submits to the approval of the
Board of Directors the project of merger of Napoletana Gas
Clienti S.p.A. (&quot;Napoletanagas&quot;) into Eni S.p.A.
(&quot;Eni&quot;).</p>

<p>The report has been drawn up pursuant to Consob Regulation No.
11971 dated May 14, 1999, Annex 3A-Schedule 1.</p>

<p><b>1.a) Description of the merger, of its reasons and of the
managerial objectives of the companies involved in the merger and
their related programs</b></p>

<p>The operation consists of the merger into Eni, with registered
office in Piazzale Enrico Mattei, No. 1, Rome, Italy, company
share capital euro 4,005,358,876.00, fully paid up, enrolled in
Rome Companies Register, Tax Identification Number 00484960588,
of Napoletanagas, with registered office in San Donato Milanese,
Milan, Piazza Ezio Vanoni, No. 1, company share capital euro
5,000,000.00, fully paid up, enrolled in the Milan Companies
Register, Tax Identification Number 03902330822. Napoletanagas is
an Eni&#146;s subsidiary and a sole shareholder company.</p>

<p>The merger aims to streamline Eni Group structure and increase
the efficiency of the Group operations through the reduction of
the decisional levels and the rationalisation of the staff
structures operating for the business units.</p>

<p><b>1.b) Determination of the values of the companies involved
in the merger in order to set the exchange ratio</b></p>

<p><b>1.c) The exchange ratio of the shares and the criteria for
its determination</b></p>

<p><b>1.d) Assignation of the merging company shares and date as
of these shares accrue dividend</b></p>

<p>The merger will be executed on the basis of the Financial
Statements at December 31, 2006 of Eni and Napoletanagas.</p>

<p>As Eni is the sole shareholder of Napoletanagas, the economic
value of its assets has not been assessed, the exchange ratio of
Napoletanagas shares with Eni shares has not been calculated and
no Eni shares will be assigned.</p>

<p><b>1.e) Date as of the operations of the companies to be
merged will be charged, also for tax purposes, to the Financial
Statements of the merging company</b></p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed within August 31, 2007, the merger will be
effective as of the first day of the month following the date
when the last deposit of the Deed of merger is executed and
however not before July 1, 2007. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of July 1, 2007.</p>

<p align="center">&nbsp;</p>

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<p>If the last deposit of the Deed of merger with the Companies
Register is executed after August 31, 2007, the merger will be
effective as of January 1, 2008. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of January 1, 2008.</p>

<p><b>1.f) Tax consequences of the merger on the companies
involved in the merger</b></p>

<p>No capital gains will arise nor be distributed because of the
merger; therefore, no taxes will be due by Eni or Napoletanagas
because of the merger.</p>

<p><b>1.g) Estimates of the effects of the merger on the relevant
shareholdings and on the control of the merging company</b></p>

<p>The merger will affect neither Eni shareholdings nor Eni
control.</p>

<p><b>1.h) Effects of the merger on the pacts among shareholders
mentioned in Article 122 of Legislative Decree 58/98, regarding
the shares issued by the companies to be merged</b></p>

<p>Eni doesn't know the existence of pacts among shareholders.</p>

<p><b>1.i) Comments of the Board of Directors on the existence of
the withdrawal right for dissenting shareholders</b></p>

<p>As the company objects of Eni Articles of Association already
contain those of the company to be merged it shall not be
amended; therefore the withdrawal right shall not apply.</p>

<p>To the Board members:</p>

<p>You are invited to:</p>

<ul>
    <li>approve the project of merger into Eni S.p.A. of
        Napoletana Gas Clienti S.p.A. on the basis of their
        Financial Statements at December 31, 2006;</li>
</ul>

<ul>
    <li>delegate any and all powers to the Chief Executive
        Officer, to be used directly or through attorneys-in-fact
        and in compliance with the current legislation, to: a)
        underwrite the deed of merger; b) perform any and all
        necessary acts and fulfilment necessary to execute the
        merger, included but not limited to the succession of the
        merging company in the rights and duties of the company
        to be merged and in its relationships with third parties,
        courts included, arisen before the merger becomes
        effective, and keep exempt the holders of public records
        and the Public Administrations from any liabilities; c)
        cancel the shares issued by Napoletana Gas Clienti
        S.p.A.; d) do any and all acts necessary to execute this
        resolution and provide, if necessary and possible
        pursuant to the current legislation, for those formal
        amendments to it as determined by competent Authorities
        in order to deposit it with the Companies Register.</li>
</ul>

<p align="center">The Chief Executive Officer<br>
of Eni S.p.A.<br>
(Mr. Paolo Scaroni)</p>

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<p align="center"><font size="5"><b>P</b></font><font size="4"><b>ROJECT</b></font><font
size="5"><b> </b></font><font size="4"><b>OF MERGER OF </b></font><font
size="5"><b>N</b></font><font size="4"><b>APOLETANA </b></font><font
size="5"><b>G</b></font><font size="4"><b>AS </b></font><font
size="5"><b>C</b></font><font size="4"><b>LIENTI</b></font><font
size="5"><b> S.</b></font><font size="4"><b>P</b></font><font
size="5"><b>.A. </b></font><font size="4"><b>INTO</b></font><font
size="5"><b> E</b></font><font size="4"><b>NI</b></font><font
size="5"><b> S.</b></font><font size="4"><b>P</b></font><font
size="5"><b>.A.</b></font></p>

<p>Pursuant to Article 2501-<em>ter</em> of the Civil Code, is
hereby drawn up the project of merger (the &quot;Project&quot;)
of Napoletana Gas Clienti S.p.A. (&quot;Napoletanagas&quot;) into
Eni S.p.A. (&quot;Eni&quot;).</p>

<p><b><u>Reasons of the merger</u></b></p>

<p>The merger aims to streamline Eni Group structure and increase
the efficiency of the Group operations through the reduction of
the decisional levels and the rationalisation of the staff
structures operating for the business units.</p>

<p><b><u>Information to be given pursuant Article 2501-</u></b><em><b><u>ter</u></b></em><b><u>
of the Civil Code</u></b></p>

<p>As Eni is the sole shareholder of Napoletanagas, and this
situation will be kept until the merger is effective, the
information required by Article 2501-<em>ter</em>, first
paragraph, No. 1), 2), 6), 7) and 8), of the Civil Code are
hereby given.</p>

<p>The merger is proposed on the basis of the Financial
Statements at December 31, 2006 of Eni and Napoletanagas.</p>

<p><b><u>Type, Denomination and Registered Office of the
companies involved in the merger</u></b></p>

<p><i><u>Merging Company:<br>
</u></i>Eni S.p.A., with registered office in Piazzale Enrico
Mattei, No. 1, Rome, Italy, company share capital euro
4,005,358,876.00, fully paid up, enrolled in the Rome Companies
Register, Tax Identification Number 00484960588.</p>

<p><i><u>Company to be merged:<br>
</u></i>Napoletana Gas Clienti S.p.A., with registered office in
Piazza Ezio Vanoni, No. 1, San Donato Milanese, Milan, company
share capital euro 5,000,000.00, fully paid up, enrolled in the
Milan Companies Register, Tax Identification Number 03902330822.
Napoletanagas is an Eni&#146;s subsidiary and a sole shareholder
company.</p>

<p><b><u>Merging company Incorporation Act, with the indications
of the amendments of the Articles of Association to be approved
in consequence of the merger</u></b></p>

<p>Eni was incorporated pursuant to the transformation of Ente
Nazionale Idrocarburi (National Agency for Hydrocarbons, E.N.I.),
a public entity established by law, set forth by Article 15 of
Law Decree No. 333, dated July 11, 1992 converted by Law No. 359
dated August 8, 1992.</p>

<p>The documentation regarding the incorporation-transformation
of Eni and the up-dated text of the Articles of Association are
attached to the Project.</p>

<p align="center">- 1 -</p>

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<p>The company objects of Eni already contain those of the
company to be merged and no shares will be issued by Eni because
Eni is Napoletanagas&#146; sole shareholder; therefore Eni
Articles of Association shall not be amended.</p>

<p><b><u>Date as of the operations of the company to be merged
will be charged to the Financial Statements of the merging
company</u></b></p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed within August 31, 2007, the merger will be
effective as of the first day of the month following the date
when the last deposit of the Deed of merger is executed and
however not before July 1, 2007. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of July 1, 2007.</p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed after August 31, 2007, the merger will be
effective as of January 1, 2008. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of January 1, 2008.</p>

<p><b><u>Treatment of particular categories of shareholders and
holders of securities different from shares</u></b></p>

<p>There are no particular categories of shareholders; no
particular treatment is foreseen for the holders of securities
different from the shares.</p>

<p>Eni bond issues outstanding are &quot;Eni S.p.A. - Euro Medium
Term Notes 2000-2010&quot; and &quot;Eni S.p.A. - Euro Medium
Term Notes 2003-2013&quot;; their Regulations will not be amended
pursuant to the merger.</p>

<p><b><u>Advantages proposed in favour of the Board members of
the merging company and of the company to be merged</u></b></p>

<p>No advantage is foreseen in favour of the Board members of Eni
and Napoletanagas.</p>

<p align="center">&nbsp;</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%"><p align="center">The
        Chairman of the Board of Directors <br>
        and the Chief Executive Officer <br>
        of Napoletana Gas Clienti S.p.A.<br>
        (Mr. Federico Regola)</p>
        </td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%"><p align="center">The Chief
        Executive Officer<br>
        of Eni S.p.A.<br>
        <br>
        (Mr. Paolo Scaroni)</p>
        </td>
    </tr>
</table>
</center></div>

<p align="center">- 2 -</p>

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href="#tocpage">Table of Contents</a></h5>

<blockquote>
    <blockquote>
        <p align="center"><font size="4" face="Arial"><b>Annex</b></font></p>
    </blockquote>
</blockquote>

<p><font size="3"><b><u>Legislative Decree No. 333 dated July 11,
1992 (in: Official Gazette &#150; General Series &#150; No. 162
dated July 11, 1992 and notice of rectification in Official
Gazette &#150; General Series &#150; No. 164 dated July 14)
coordinated with the Conversion Law No. 359 dated August 8, 1992
(in Official Gazette &#150; General Series &#150; No. 190 dated
August 13, 1992 regarding: Urgent measures for the reformation of
public finances.</u></b></font></p>

<p align="center"><font size="3"><b>Omission</b></font></p>

<p align="center"><font size="3">Article 15</font></p>

<ol>
    <li><font size="3">The National Institute for Industrial
        Reconstruction - IRI, the National Hydrocarbon Board -
        ENI, the National Insurance Institute - INA and the
        National Electricity Board - ENEL are transformed into
        companies limited by shares with effect from the date of
        the present decree.</font></li>
    <li><font size="3">The initial capital of each of these
        limited companies derived from the transformation is
        established by a decree of the Treasury Ministry on the
        basis of the net assets stated in their last respective
        balance sheets. The companies deriving from the
        transformation will issue shares of nominal value L.
        1,000 each for an overall amount equal to their capital
        determined as above.</font></li>
    <li><font size="3">The shares of the companies referred to in
        paragraph 1, together with those of BNL S.p.A., are
        assigned to the Treasury Ministry. The Treasury Ministry
        shall exercise its rights as shareholder in accord with
        the Ministries of the Budget, of Economic Planning,
        Industry, Commerce and State Shareholdings. In the same
        way, the shareholdings of the Savings and Loan Bank in
        IMI S.p.A. and in the other institutes of credit and
        finance intermediation are assigned to the Treasury
        Ministry. The capital losses in the balance sheet of the
        Savings and Loan Bank due to the transfer of the shares
        referred to in the present paragraph to the Treasury
        Ministry are charged to the Reserve Fund of the said
        Bank.</font></li>
    <li><font size="3">The Articles of Association of each
        company derived from the transformation will be
        deliberated at the first Meeting. As a temporary measure,
        the rules &#150; legal and constitutional &#150;
        governing each company will remain in force. The
        Presidents of the limited companies derived from the
        transformation will hold their respective
        Shareholders&#146; Meetings within ten days from the date
        this present decree comes into force.</font></li>
    <li><font size="3">Publication of this present decree takes
        account of all the requirements regarding formation of
        companies contemplated by current regulations.</font></li>
</ol>

<p align="center"><font size="3">Omission</font></p>

<p align="center">&nbsp;</p>

<p align="center">- 3 -</p>

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href="#tocpage">Table of Contents</a></h5>

<p align="center"><b>Eni S.p.A. Articles of Association</b></p>

<p align="center"><u>Part I - Establishment - Name - Registered
Office and Duration of the Company</u></p>

<p><b>ARTICLE 1</b></p>

<p><b>1.1</b> &quot;Eni S.p.A.&quot; resulting from the
transformation of Ente Nazionale Idrocarburi, a public law
agency, established by Law 136 of February 10, 1953, is regulated
by these by-laws.</p>

<p><b>ARTICLE 2</b></p>

<p><b>2.1 </b>The registered head office of the company is
located in Rome, Italy and the company&#146;s two branches in San
Donato Milanese (MI).</p>

<p><b>2.2 </b>Main representative offices, affiliates and
branches may be established and/or wound up in Italy or abroad in
compliance with the law.</p>

<p><b>ARTICLE 3</b></p>

<p><b>3.1 </b>The company is expected to exist until December 31,
2100. Its duration may be extended one or more times by
resolution of the shareholders' meeting.</p>

<p align="center"><u>Part II - Company Objects</u></p>

<p><b>ARTICLE 4</b></p>

<p><b>4.1 </b>The company objects are the direct and/or indirect
management, by way of shareholdings in companies, agencies or
businesses, of activities in the field of hydrocarbons and
natural vapours, such as exploration and development of
hydrocarbon fields, construction and operation of pipelines for
transporting the same, processing, transformation, storage,
utilisation and trade of hydrocarbons and natural vapours, all in
respect of concessions provided by law.</p>

<p>The company also has the object of direct and/or indirect
management, by way of shareholdings in companies, agencies or
businesses, of activities in the fields of chemicals, nuclear
fuels, geothermy and renewable energy sources, in the sector of
engineering and construction of industrial plants, in the mining
sector, in the metallurgy sector, in the textile machinery
sector, in the water sector, including derivation, drinking
water, purification, distribution and reuse of waters; in the
sector of environmental protection and treatment and disposal of
waste, as well as in every other business activity that is
instrumental, supplemental or complementary with the
aforementioned activities.</p>

<p>The company also has the object of managing the technical and
financial co-ordination of subsidiaries and affiliated companies
as well as providing financial assistance on their behalf.</p>

<p>The company may perform any operations necessary or useful for
the achievement of the company objects; by way of example, it may
initiate operations involving real estate, moveable goods, trade
and commerce, industry, finance and banking asset and liability
operations, as well as any action that is in any way connected
with the company objects with the exception of public fund
raising and the performance of investment services as regulated
by Legislative Decree No. 58 of February 24, 1998.</p>

<p>The company may take shareholdings and interests in other
companies or businesses with objects similar, comparable or
complementary to its own or those of companies in which it has
holdings, either in Italy or abroad, and it may provide real and
or personal bonds for its own and others' obligations, especially
guarantees.</p>

<p align="center"><u>Part III - Capital - Shareholdings - Bonds</u></p>

<p><b>ARTICLE 5</b></p>

<p><b>5.1 </b>The company capital is euro 4,005,358,876.00 (four
billion five million three hundred and fifty-eight thousand eight
hundred and seventy-six) represented by 4,005,358,876 (four
billion five million three hundred and fifty-eight thousand eight
hundred and seventy-six) shares of ordinary stock with a nominal
value of euro 1 (one) each.</p>

<p align="center">&nbsp;</p>

<p align="center">- 4 -</p>

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<p><b>5.2</b> Shares may not be split up and each share is
entitled to one vote.</p>

<p><b>5.3</b> The fact of being a Shareholder in itself
constitutes approval of these by-laws.</p>

<p><b>ARTICLE 6</b></p>

<p><b>6.1</b> Pursuant to Article 3 of Law Decree 332 of May 31,
1994, converted with amendments into Law 474 of July 30, 1994, no
one, in any capacity, may own company shares that entail a
holding of more than 3 per cent of voting share capital.</p>

<p>Such maximum shareholding limit is calculated by taking into
account the aggregate shareholding held by the controlling
entity, either a physical or legal person or company; its
directly or indirectly controlled entities, as well as entities
controlled by the same controlling entity; affiliated entities as
well as people related to the second degree by blood or marriage,
also in the case of a legally separated spouse.</p>

<p>Control exists, with reference also to entities other than
companies, in the cases envisaged by Article 2359, paragraphs 1
and 2 of the Civil Code.</p>

<p>Affiliation exists in the case set forth in Article 2359,
paragraph 3, of the Civil Code as well as between entities that
directly or indirectly, by way of subsidiaries, other than those
managing investment funds, are bound, even with third parties, in
agreements regarding the exercise of voting rights or the
transfer of shares or portions of third companies or, in any
event, in agreements or pacts as per Article 122 of Legislative
Decree No. 58 of February 24, 1998 regarding third party
companies if said agreements or pacts concern at least 10 per
cent of the voting capital, if they are listed companies, or 20
per cent if they are unlisted companies.</p>

<p>The aforementioned shareholding limit (3 per cent) is
calculated by taking into account shares held by any fiduciary
nominee or intermediary. Any voting rights attributable to voting
capital held or controlled in excess of the maximum limit
indicated in the foregoing cannot be exercised and the voting
rights of each entity to whom such limit on shareholding applies
are reduced in proportion, unless otherwise jointly provided in
advance by the parties involved. In the event that shares
exceeding this limit are voted, any Shareholders' resolution
adopted pursuant to such a vote may be challenged pursuant to
Article 2377 of the Civil Code, if the required majority had not
been reached without the votes exceeding the aforementioned
maximum limit.</p>

<p>Shares not entitled to vote are included in the determination
of the quorum at shareholders' meetings.</p>

<p><b>6.2</b> Pursuant to Article 2, paragraph 1, of Law Decree
332 of May 31, 1994, converted with amendments into Law 474 of
July 30, 1994, as modified by Article 4, paragraph 227, of Law
December 24, 2003 No. 350, the Minister of Economy and Finance
retains the following special powers to be exercised in agreement
with the Minister of Productive Activities and according to the
criteria contained in the Decree issued by the President of the
Council of Ministers on June 10, 2004:</p>

<p>a) opposition with respect to the acquisition of material
shareholdings by entities affected by the shareholding limit as
set forth in Article 3 of Law Decree 332 of May 31, 1994,
converted with amendments into Law 474 of July 30, 1994, by which
&#150; as per Decree issued by the Minister of Treasury on
October 16, 1995 &#150; are meant those representing at least 3%
of share capital with the right to vote at the ordinary
shareholders' meeting.</p>

<p>The opposition is expressed within ten days of the date of the
notice to be filed by the Board of Directors at the time request
is made for registration in the Shareholders' Register if the
Minister considers that such an acquisition may prejudice the
vital interests of the Italian State. Until the ten-day term is
not lapsed, the voting rights and the non-asset linked rights
connected with the shares representing a material shareholding
may not be exercised. If the opposition power is exercised,
through a duly motivated act in connection with the prejudice
that may be caused by the operation to the vital interests of the
Italian State, the transferee may not exercise the voting rights
and the other non-asset linked rights connected with the shares
representing a material shareholding and must sell said shares
within one year. Failing to comply, the law court, upon request
of the Minister of Economy and Finance, will order the sale of
the shares representing a material shareholding according to the
procedures set forth in Article 2359-<em>ter</em> of the Civil
Code. The act through which the opposition power is exercised may
be sued by the transferee before the Regional Administrative
Court of Latium within sixty days as of its issue;</p>

<p align="center">- 5 -</p>

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<p>b) opposition with respect to the subscription of
Shareholders' pacts or agreements as per Article 122 of
Legislative Decree No. 58 of February 24, 1998, involving &#150;
as per Decree issued by the Minister of Treasury on October 16,
1995 &#150; at least 3% of the share capital with the right to
vote at ordinary shareholders' meetings. In order to allow the
exercise of the above mentioned opposition power, Consob notifies
the Minister of Economy and Finance of the relevant pacts or
agreements communicated to it pursuant to the aforementioned
Article 122 of Legislative Decree No. 58 of February 24, 1998.
The opposition power may be exercised within ten days as of the
date of the notice by Consob. Until the ten-day term is not
lapsed, the voting right and the other non-asset linked rights
connected with the shares held by the shareholders who have
subscribed the above mentioned pacts or agreements may not be
exercised. If the opposition power is exercised through the issue
of an act that shall be duly motivated in consideration of the
prejudice that may be caused by said pacts or agreements to the
vital interests of the Italian State, the shareholders pacts or
agreements shall be null and void. If in the shareholders&#146;
meetings the shareholders who have signed shareholders&#146;
pacts or agreements behave as if those pacts or agreements
disciplined by Article 122 of Legislative Decree No. 58 of
February 24, 1998 were still in effect, the resolutions approved
with their vote, if determining for the approval, may be sued.
The act through which the opposition power is exercised may be
sued by the shareholders who joined the above mentioned pacts or
agreements before the Regional Administrative Court of Latium
within sixty days as of its issue;</p>

<p>c) veto power with respect to resolutions to dissolve the
company, to transfer the business, to merge, to demerge, to
transfer the company's registered office abroad, to change the
company objects and to amend the by-laws cancelling or modifying
the powers indicated in this Article. The act through which the
veto power is exercised shall be duly motivated in consideration
of the prejudice the related resolution may cause to the vital
interests of the Italian State and may be sued by the dissenting
Shareholders before the Regional Administrative Court of Latium
within sixty days as of its issue;</p>

<p>d) appointment of one Board member with no voting rights.
Should such appointed Director lapse, the Minister of Economy and
Finance in agreement with the Minister of Productive Activities
will appoint his substitute.</p>

<p><b>ARTICLE 7</b></p>

<p><b>7.1</b> When shares are fully paid, and if the law so
allows, they may be issued to the bearer. Bearer shares may be
converted into registered shares and vice-versa. Conversion
operations are performed at the Shareholder's expense.</p>

<p><b>ARTICLE 8</b></p>

<p><b>8.1</b> In the event, and for whatever reason, a share
belongs to more than one person, the rights relating to said
share may not be exercised by other than one person or by a proxy
for all co-owners.</p>

<p><b>ARTICLE 9</b></p>

<p><b>9.1</b> The shareholders' meeting may resolve to increase
the company capital and establish terms, conditions and means
thereof.</p>

<p><b>9.2</b> The shareholders' meeting may resolve to increase
the company capital by issuing shares, including shares of
different classes, to be assigned for no consideration pursuant
to Article 2349 of the Civil Code.</p>

<p><b>ARTICLE 10</b></p>

<p><b>10.1</b> Payments on shares are requested by the Board of
Directors in one or more times.</p>

<p><b>10.2</b> Shareholders who are late in payment are charged
an interest calculated at the official discount rate established
by the Bank of Italy besides the provisions envisaged in Article
2344 of the Civil Code.</p>

<p><b>ARTICLE 11</b></p>

<p><b>11.1</b> The company may issue bonds, including
convertibles and warrant bonds in compliance with the law.</p>

<p align="center"><u>Part IV - Shareholders&#146; meeting</u></p>

<p><b>ARTICLE 12</b></p>

<p><b>12.1</b> Ordinary and extraordinary shareholders' meetings
are usually held at the company registered office unless
otherwise resolved by the Board of Directors, provided however
they are held in Italy.</p>

<p><b>12.2</b> Ordinary shareholders&#146; meetings must be
called at least once a year to approve the financial statements,
within 180 days of the end of the business year, as the Company
approves the Group Financial Statements.</p>

<p align="center">- 6 -</p>

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<p><b>ARTICLE 13</b></p>

<p><b>13.1 </b>Shareholders&#146; meetings are convened through a
notice to be published on the Italian Official Gazette or
&quot;Il Sole 24 Ore&quot; and other newspapers with national
circulation, according to the current legislation and in
compliance with the rules in force regulating the exercise of the
vote by mail.</p>

<p>The Shareholders that, severally or jointly, represent at
least one fortieth of Eni share capital, may ask, within five
days as of the date of publication of the shareholders&#146;
meeting notice, to add other items in the agenda. The request
shall contain the matters to be proposed to the
shareholders&#146; meeting. Said faculty may not be exercised on
the matters upon which, pursuant to the applicable legislation,
the shareholders&#146; meeting resolves on the basis of a
proposal of the Board of Directors or on the basis of a project
or report of the Board. The integrations accepted by the Board
shall be published at least ten days before the
shareholders&#146; meeting date, through a notice to be published
as indicated above.</p>

<p><b>13.2</b> Admission to the shareholders&#146; meeting is
subject to the delivery, also for registered shares, of the
certification issued by financial intermediaries at least two
days before the date of the shareholders&#146; meeting on first
call.</p>

<p><b>ARTICLE 14</b></p>

<p><b>14.1</b> Each Shareholder entitled to attend the meeting
may also be represented in compliance with the law by a person
appointed by written proxy. Incorporated entities and companies
may attend the meeting by way of a person appointed by written
proxy. In order to simplify collection of proxies issued by
Shareholders who are employees of the company or its subsidiaries
and members of Shareholders associations incorporated under and
managed pursuant to current legislation regulating proxies
collection, notice boards for communications and rooms to allow
proxies collection are made available to said associations
according to terms and conditions agreed from time to time by the
company with the associations representatives.</p>

<p><b>14.2</b> The Chairman of the meeting has to assure the
regularity of written proxies and, in general, the right to
attend the meeting.</p>

<p><b>14.3</b> The right to vote may also be exercised by mail
according to the laws and regulations in force concerning this
matter.</p>

<p><b>14.4</b> Eni S.p.A. shareholders' meetings are disciplined
by Eni S.p.A.'s shareholders' meeting Regulation approved by the
ordinary shareholders' meeting.</p>

<p><b>ARTICLE 15</b></p>

<p><b>15.1</b> The meeting is chaired by the Chairman of the
Board of Directors, or in the event of absence or impediment, by
the Chief Executive Officer; in absence of both, by another
person, duly delegated by the Board of Directors, failing which
the meeting may elect its own Chairman.</p>

<p><b>15.2</b> The Chairman of the meeting is assisted by a
Secretary, who need not be a Shareholder, to be designated by the
Shareholders present, and may appoint one or more scrutineers.</p>

<p><b>ARTICLE 16</b></p>

<p><b>16.1</b> The ordinary shareholders' meeting decides on all
the matters for which it is legally entitled and authorises the
transfer of the business.</p>

<p><b>16.2</b> Resolutions either at ordinary or extraordinary
meetings, either on first, second or third call, must be taken
with the majority required by the law in each case.</p>

<p><b>16.3</b> Resolutions of the meeting taken in compliance
with the law and these by-laws are binding for all Shareholders
even if absent or dissenting.</p>

<p><b>16.4</b> The minutes of ordinary meetings must be signed by
the Chairman and the Secretary.</p>

<p><b>16.5</b> The minutes of extraordinary meetings must be
drawn up by a notary public.</p>

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<p align="center"><u>Part V - The Board of Directors</u></p>

<p><b>ARTICLE 17</b></p>

<p><b>17.1</b> The company is managed by a Board of Directors
consisting of no fewer than three and no more than nine members.
The shareholders' meeting determines the number within these
limits. The Minister of Economy and Finance in agreement with the
Minister of Productive Activities may appoint another member,
with no voting rights, pursuant to Article 6, second paragraph,
letter d), of the by-laws.</p>

<p><b>17.2 </b>The Board of Directors is appointed for a period
of up to three financial years; this term lapses on the date of
the shareholders' meeting convened to approve the financial
statements of the last year of their office. They may be
reappointed.</p>

<p><b>17.3 </b>The Board members, except for the one appointed
pursuant to Article 6.2, letter d) of these by-laws, are
appointed by the shareholders' meeting on the basis of lists
presented by Shareholders and by the Board of Directors; in such
lists the candidates must be listed in numerical order. Should
the retiring Board of Directors present its own candidate list,
it must be deposited at the company's registered office and
published in at least three Italian newspapers of general
circulation, two of them business dailies, at least twenty days
before the date set for the first call of the shareholders'
meeting. Candidate lists presented by Shareholders must be
deposited at the company registered office and published as
indicated in the foregoing at least ten days before the date set
for the first call of the shareholders' meeting.</p>

<p>Each Shareholder may present or take part in the presenting of
only one candidate list and each candidate may appear in one list
only or he will be ineligible. Companies that are controlling
entities or are under common control, as defined by Article 2359,
first paragraph, of the Civil Code, by the same entity of the
company presenting a list shall not present nor take part in the
presentation of another candidate list. Each candidate may appear
in one list only or he will be ineligible. Only those
Shareholders who, alone or together with other Shareholders,
represent at least 1 per cent of voting share capital at the
ordinary shareholders' meeting may present candidate lists. In
order to demonstrate the title on the number of shares necessary
to present candidate lists, the Shareholders must present and/or
deliver to the company registered office a copy of the
certification issued by the authorised financial intermediaries
that are depositaries of their shares at least five days prior to
the date set for the first call of the shareholders' meeting.</p>

<p>Together with each list, within the aforementioned time
limits, statements must be presented in which each candidate
accepts his nomination and attests, in his own responsibility,
that causes for his ineligibility and incompatibility are non
existing and that he possesses the requirements, honorability and
independence requirements required by the norms in force for the
Statutory Auditors included.</p>

<p>At least one Board member, if the Board members are no more
than five, or at least three Board members if they are more than
five, shall have the independence requirement. The independent
Board members take part, according to the provisions set by the
Board and by the Corporate Governance Codes issued by the
companies that manage stock markets to which the Company adheres,
to the Board Committees that the Board of Directors may
establish. Said Board Committees shall have advisory and
consulting tasks on specific items.</p>

<p>The Board of Directors evaluates periodically the independence
and the honorability of its members. If these requirements are
not present or elapse and, if the minimum number of independent
Board members set by these by-laws is not met, the Board of
Directors removes the Board member without the independence
requirement and resolves upon his substitution.</p>

<p>Each person entitled to vote may vote for a candidate list
only.</p>

<p>Board members will be elected in the following manner:</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="2%">a)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">seven tenths of the members
        to be elected will be drawn out from the candidate list
        that receives the majority of votes expressed by the
        Shareholders in the numerical order in which they appear
        on the list, rounded off in the event of a fractional
        number to the next lower number;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">b)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">the remaining Board members
        will be drawn out from the other candidate lists; to this
        purpose the votes obtained by each candidate list will be
        divided by one or two depending on the number of the
        members to be elected. The quotients thus obtained will
        be assigned progressively to candidates of each said list
        in the order given in the lists themselves. Quotients
        thus assigned to candidates of said lists will be set in
        one decreasing numerical order. Those who obtain the
        highest quotients will be elected. <br>
        In the event that more than one candidate obtains the
        same quotient, the candidate elected will be the one of
        the list that has not hitherto had a Board member elected
        or that has elected the least number of Board members.<br>
        In the event that none of the lists has yet elected a
        Board member or that all of them have elected the same
        number of Board members, the candidate from all such
        lists who has obtained the largest number of votes will
        be elected. In the event of equal list votes and equal
        quotient, a new vote will be taken by the entire
        shareholders' meeting and the candidate elected will be
        the one who obtains a simple majority of the votes;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">c)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">to appoint Board members for
        any reason not covered by the terms of the aforementioned
        procedure, the shareholders' meeting will make a
        resolution with the majorities prescribed by the law.</td>
    </tr>
</table>
</center></div>

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<p><b>17.4</b> The shareholders' meeting may, even during the
Board's term of office, change the number of members of the Board
of Directors, always within the limits set forth in paragraph
17.1 above, and make the relating appointments. Board members so
elected will expire at the same time as the rest of the Board.</p>

<p><b>17.5</b> If during the term of office one or more members
leave the Board, action will be taken in compliance with Article
2386 of the Civil Code with exception of the Board member
appointed pursuant to Article 6.2 letter d) of these by-laws. If
a majority of members leaves the Board, the whole Board will be
considered lapsed and the Board must promptly call a
shareholders' meeting to appoint a new Board.</p>

<p><b>ARTICLE 18</b></p>

<p><b>18.1</b> If the shareholders' meeting has not appointed a
Chairman, the Board will elect one of its members. The Director
appointed pursuant to Article 6, second paragraph, letter d) of
the by-laws cannot be appointed as Chairman.</p>

<p><b>18.2</b> The Board, at the Chairman's proposal, appoints a
Secretary, who need not belong to the company.</p>

<p><b>ARTICLE 19</b></p>

<p><b>19.1</b> The Board meets in the place indicated in the
notice whenever the Chairman or, in case of absence or
impediment, the Chief Executive Officer deems necessary, or when
written application has been made by the majority of the members.
The Board of Directors may be convened also pursuant to Article
28.4 of the by-laws. The Board of Directors' meetings may be held
by video or teleconference if each of the participants to the
meetings may be identified and if each is allowed to follow the
discussion and take part to it in real time. If said conditions
are met, the meeting is considered duly held in the place where
the Chairman and the Secretary are present.</p>

<p><b>19.2</b> Usually notice is given at least five days in
advance. In cases of urgency notice may be sent earlier. The
Board of Directors decides on how to convene its meetings.</p>

<p><b>19.3</b> The Board of Directors must likewise be convened
when so requested by at least two Board members or by one member
if the Board consists of three members to decide on a specific
matter considered of particular importance, pertaining to
management, matter to be indicated in the request.</p>

<p><b>ARTICLE 20</b></p>

<p><b>20.1</b> The Chairman of the Board or, in his absence, the
oldest Board member in attendance chairs the meeting.</p>

<p><b>ARTICLE 21</b></p>

<p><b>21.1</b> A majority of members of the Board having a voting
right must be present for a Board meeting to be valid.</p>

<p><b>21.2 </b>Resolutions are taken with the majority of votes
of the Board members having a voting right present; should votes
be equal, the person who chairs the meeting has a casting vote.</p>

<p><b>ARTICLE 22</b></p>

<p><b>22.1</b> Resolutions of the Board are entered in the
minutes, which are recorded in a book kept for that purpose
pursuant to the law, and said minutes are signed by the Chairman
of the meeting and by the Secretary.</p>

<p><b>22.2</b> Copies of the minutes are bona fide if they are
signed by the Chairman or the person acting for him and
countersigned by the Secretary.</p>

<p><b>ARTICLE 23</b></p>

<p><b>23.1</b> The Board of Directors is invested with the
fullest powers for ordinary and extraordinary management of the
company and, in particular, the Board has the power to perform
all acts it deems advisable for the implementation and
achievement of the company objects, except for the acts that the
law or these by-laws reserve for the shareholders' meeting.</p>

<p align="center">&nbsp;</p>

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<p><b>23.2</b> The Board of Directors is allowed to resolve on
the following matters:</p>

<ul>
    <li>the merger and the demerger of at least 90% directly
        owned subsidiaries;</li>
    <li>the establishment and winding up of branches;</li>
    <li>the amendment to the by-laws in order to comply with the
        current legislation.</li>
</ul>

<p><b>23.3</b> The Board of Directors and the Chief Executive
Officer report timely, at least every three months and however in
the Board of Directors meetings, to the Board of Statutory
Auditors on the activities and on the most relevant operations
regarding the operational, economic and financial management of
the company and its subsidiaries; in particular the Board of
Directors and the Chief Executive Officer report to the Board of
Statutory Auditors on operations entailing an interest on their
behalf or on behalf of third parties.</p>

<p><b>ARTICLE 24</b></p>

<p><b>24.1 </b>The Board of Directors delegates its powers to one
of its members with the exception of the Director appointed
pursuant to Article 6, second paragraph, letter d) of the
by-laws, in compliance with the limits set forth in Article 2381
of the Civil Code. In addition the Board of Directors may
delegate powers to the Chairman for researching and promoting
integrated projects and strategic international agreements. The
Board of Directors may at any time withdraw the delegations of
powers hereon; if the Board of Directors withdraws powers
delegated to the Chief Executive Officer, a new Chief Executive
Officer is simultaneously appointed.</p>

<p>The Board of Directors, upon proposal of the Chairman and in
agreement with the Chief Executive Officer, may confer powers for
single acts or categories of acts to other members of the Board
of Directors with the exception of the Director appointed
pursuant to Article 6, second paragraph, letter d) of the
by-laws. The Chairman and the Chief Executive Officer, in
compliance with the limits of their delegations, may delegate and
empower company employees or persons not belonging to the company
to represent the company for single acts or specific categories
of acts.</p>

<p>Further, on proposal of the Chief Executive Officer and in
agreement with the Chairman, the Board of Directors may also
appoint one or more General Managers and determines the powers to
be conferred to them. In order to make the appointment effective,
the Board of Directors shall verify if the General Manager to be
appointed has the honorability requirements set by the current
legislation. The General Managers without said requirement shall
be removed.</p>

<p>On proposal of the Chief Executive Officer and in agreement
with the Chairman, the Board of Directors appoints the Manager
responsible for the preparation of financial reporting documents
and delegates powers and resources to him. The appointment is
subject to the favourable opinion of the Board of Statutory
Auditors.</p>

<p><b>ARTICLE 25</b></p>

<p><b>25.1</b> Legal representation towards any judicial or
administrative authority and towards third parties, together with
the company signature, are vested either onto the Chairman or the
Chief Executive Officer.</p>

<p><b>ARTICLE 26</b></p>

<p><b>26.1</b> The Chairman and the members of the Board are
remunerated in an amount established by the ordinary
shareholders' meeting. Said resolution, once taken, will remain
valid for subsequent business years until the shareholders'
meeting decides otherwise.</p>

<p><b>ARTICLE 27</b></p>

<p><b>27.1</b> The Chairman:</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="2%">a)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">represents the company
        according to the provisions of Article 25.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">b)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">chairs the shareholders'
        meeting pursuant to Article 15.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">c)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">convenes and chairs meetings
        of the Board of Directors pursuant to Articles 19.1 and
        20.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">d)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">ascertains whether Board
        resolutions have been implemented;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">e)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">exercises the powers
        delegated to him by the Board of Directors pursuant to
        Article 24.1 of these by-laws.</td>
    </tr>
</table>
</center></div>

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<p align="center"><u>Part VI - Board of Statutory Auditors</u></p>

<p><b>ARTICLE 28</b></p>

<p><b>28.1</b> The Board of Statutory Auditors consists of five
effective members and two alternate members. The Auditors shall
have the professional and honour requirements set forth by the
Ministerial Decree No. 162, dated March 30, 2000 issued by the
Ministry of Justice.</p>

<p>Pursuant to the aforementioned Ministerial Decree, the matters
strictly connected to those of interest of the Company are:
companies law, business economics and corporate finance.</p>

<p>Pursuant to said Ministerial Decree, the sectors strictly
connected with those of interest of the Company are the
engineering and geological sectors.</p>

<p>Those who are already appointed effective auditor or
supervisory board member or audit committee member in at least
five companies with securities listed on regulated securities
markets other than Eni S.p.A. subsidiaries may not be appointed
Statutory Auditor; if elected, they will lapse.</p>

<p><b>28.2</b> The effective Auditors and the alternate Auditors
are appointed by the shareholders' meeting on the basis of lists
presented by the Shareholders; in such lists candidates are
listed in numerical order. For the presentation, deposit and
publication of candidate lists the procedures set forth in
Article 17.3 shall apply.</p>

<p>Lists shall be divided into two sections: the first one for
the candidates to be appointed effective Auditors and the second
one for the candidates to be appointed alternate Auditors. At
least the first candidate of each section shall be chartered
accountant and have exercised audit activities for not less than
three years.</p>

<p>Three<b> </b>effective Auditors and one alternate Auditor will
be drawn from the list that obtains the majority of votes. The
other two effective Auditors and the other alternate Auditor will
be appointed pursuant to Article 17.3, letter b) of the by-laws.
The procedure described in this last Article shall be applied to
each section of the lists involved separately.</p>

<p>The shareholders' meeting appoints the Chairman of the Board
of Statutory Auditors among the effective Auditors appointed
according to article 17.3 letter b) of these by-laws.</p>

<p>To appoint effective or alternate Auditors for any reason not
elected according to the terms of the aforementioned procedure,
the shareholders' meeting will resolve with the majorities
prescribed by the law.</p>

<p>Should an effective Auditor drawn out from the candidate list
that receives the majority of votes expressed by the Shareholders
be replaced, he will be succeeded by the alternate Auditor drawn
out from the same candidate list; should an effective Auditor
drawn out from the other candidate list be replaced, he will be
substituted pursuant to Article 17.3, letter b) of the by-laws.</p>

<p><b>28.3</b> Retiring Auditors may be reelected.</p>

<p><b>28.4</b> Subject to a previous communication to the
Chairman of the Board of Directors, the Board of Statutory
Auditors is empowered to convene the shareholders' meeting and
the Board of Directors. At least two effective Auditors are
empowered to convene the shareholders' meetings and at least one
effective Auditor is empowered to convene the Board meetings.</p>

<p align="center"><u>Part VII - Financial Statements and Profits</u></p>

<p><b>ARTICLE 29</b></p>

<p><b>29.1</b> The business year ends on December 31 every year.</p>

<p><b>29.2</b> At the end of each business year, the Board of
Directors sees to the preparation of the company financial
statements in conformity with the law.</p>

<p><b>29.3</b> The Board of Directors may, during the course of
the business year, pay interim dividends to the Shareholders.</p>

<p><b>ARTICLE 30</b></p>

<p><b>30.1</b> Dividends not collected within five years of the
day on which they are payable will be prescribed in favour of the
company and allocated to reserves.</p>

<p align="center">&nbsp;</p>

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<p align="center"><u>Part VIII - Winding Up and Liquidation of
the Company</u></p>

<p><b>ARTICLE 31</b></p>

<p><b>31.1</b> In the event the company is wound up, the
shareholders' meeting will decide the manner of liquidation,
appoint one or more liquidators and determine their powers and
remuneration.</p>

<p align="center"><u>Part IX - General Provisions</u></p>

<p><b>ARTICLE 32</b></p>

<p><b>32.1</b> For matters not expressly regulated by these
by-laws, the norms of the Civil Code and specific laws concerning
these matters will apply.</p>

<p><b>32.2 </b>The Ministry of Economy and Finance may retain his
shareholding in the company share capital in excess of the limit
set forth in Article 6.1 of these by-laws and will not be subject
to the provisions of said Article 6.1 for the period set by the
law.</p>

<p><b>ARTICLE 33</b></p>

<p><b>33.1 </b>The company retains all assets and liabilities
held before its transformation by the public law agency Ente
Nazionale Idrocarburi.</p>

<p align="center">&nbsp;</p>

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<p align="center"><font size="4"><b>Report on the Merger of
Siciliana Gas Clienti S.p.A. into Eni S.p.A.</b></font></p>

<p>The Chief Executive Officer submits to the approval of the
Board of Directors the project of merger of Siciliana Gas Clienti
S.p.A. (&quot;Siciliana Gas&quot;) into Eni S.p.A.
(&quot;Eni&quot;).</p>

<p>The report has been drawn up pursuant to Consob Regulation No.
11971 dated May 14, 1999, Annex 3A-Schedule 1.</p>

<p><b>1.a) Description of the merger, of its reasons and of the
managerial objectives of the companies involved in the merger and
their related programs</b></p>

<p>The operation consists of the merger into Eni, with registered
office in Piazzale Enrico Mattei, No. 1, Rome, Italy, company
share capital euro 4,005,358,876.00, fully paid up, enrolled in
Rome Companies Register, Tax Identification Number 00484960588,
of Siciliana Gas, with registered office in San Donato Milanese,
Piazza Vanoni 1, company share capital euro 1,147,869.60, fully
paid up, enrolled in the Rome Companies Register, Tax
Identification Number 05454630962. Siciliana Gas is an Eni&#146;s
subsidiary and a sole shareholder company.</p>

<p>The merger aims to streamline Eni Group structure and increase
the efficiency of the Group operations through the reduction of
the decisional levels and the rationalisation of the staff
structures operating for the business units.</p>

<p><b>1.b) Determination of the values of the companies involved
in the merger in order to set the exchange ratio</b></p>

<p><b>1.c) The exchange ratio of the shares and the criteria for
its determination</b></p>

<p><b>1.d) Assignation of the merging company shares and date as
of these shares accrue dividend</b></p>

<p>The merger will be executed on the basis of the Financial
Statements at December 31, 2006 of Eni and Siciliana Gas.</p>

<p>As Eni is the sole shareholder of Siciliana Gas, the economic
value of its assets has not been assessed, the exchange ratio of
Siciliana Gas shares with Eni shares has not been calculated and
no Eni shares will be assigned.</p>

<p><b>1.e) Date as of the operations of the companies to be
merged will be charged, also for tax purposes, to the Financial
Statements of the merging company</b></p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed within August 31, 2007, the merger will be
effective as of the first day of the month following the date
when the last deposit of the Deed of merger is executed and
however not before July 1, 2007. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of July 1, 2007.</p>

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<p>If the last deposit of the Deed of merger with the Companies
Register is executed after August 31, 2007, the merger will be
effective as of January 1, 2008. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of January 1, 2008.</p>

<p><b>1.f) Tax consequences of the merger on the companies
involved in the merger</b></p>

<p>No capital gains will arise nor be distributed because of the
merger; therefore, no taxes will be due by Eni or Siciliana Gas
because of the merger.</p>

<p><b>1.g) Estimates of the effects of the merger on the relevant
shareholdings and on the control of the merging company</b></p>

<p>The merger will affect neither Eni shareholdings nor Eni
control.</p>

<p><b>1.h) Effects of the merger on the pacts among shareholders
mentioned in Article 122 of Legislative Decree 58/98, regarding
the shares issued by the companies to be merged</b></p>

<p>Eni doesn't know the existence of pacts among shareholders.</p>

<p><b>1.i) Comments of the Board of Directors on the existence of
the withdrawal right for dissenting shareholders</b></p>

<p>As the company objects of Eni Articles of Association already
contain those of the company to be merged it shall not be
amended; therefore the withdrawal right shall not apply.</p>

<p>To the Board members:</p>

<p>You are invited to:</p>

<ul>
    <li>approve the project of merger into Eni S.p.A. of
        Siciliana Gas Clienti S.p.A. on the basis of their
        Financial Statements at December 31, 2006;</li>
</ul>

<ul>
    <li>delegate any and all powers to the Chief Executive
        Officer, to be used directly or through attorneys-in-fact
        and in compliance with the current legislation, to: a)
        underwrite the deed of merger; b) perform any and all
        necessary acts and fulfilment necessary to execute the
        merger, included but not limited to the succession of the
        merging company in the rights and duties of the company
        to be merged and in its relationships with third parties,
        courts included, arisen before the merger becomes
        effective, and keep exempt the holders of public records
        and the Public Administrations from any liabilities; c)
        cancel the shares issued by Siciliana Gas Clienti S.p.A.;
        d) do any and all acts necessary to execute this
        resolution and provide, if necessary and possible
        pursuant to the current legislation, for those formal
        amendments to it as determined by competent Authorities
        in order to deposit it with the Companies Register.</li>
</ul>

<p align="center">The Chief Executive Officer<br>
of Eni S.p.A.<br>
(Mr. Paolo Scaroni)</p>

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<p align="center"><font size="5"><b>P</b></font><font size="4"><b>ROJECT</b></font><font
size="5"><b> </b></font><font size="4"><b>OF MERGER OF </b></font><font
size="5"><b>S</b></font><font size="4"><b>ICILIANA </b></font><font
size="5"><b>G</b></font><font size="4"><b>AS </b></font><font
size="5"><b>C</b></font><font size="4"><b>LIENTI </b></font><font
size="5"><b>S.</b></font><font size="4"><b>P</b></font><font
size="5"><b>.A. </b></font><font size="4"><b>INTO</b></font><font
size="5"><b> E</b></font><font size="4"><b>NI</b></font><font
size="5"><b> S.</b></font><font size="4"><b>P</b></font><font
size="5"><b>.A.</b></font></p>

<p>Pursuant to Article 2501-<em>ter</em> of the Civil Code, is
hereby drawn up the project of merger (the &quot;Project&quot;)
of Siciliana Gas Clienti S.p.A. (&quot;Siciliana Gas&quot;) into
Eni S.p.A. (&quot;Eni&quot;).</p>

<p><b><u>Reasons of the merger</u></b></p>

<p>The merger aims to streamline Eni Group structure and increase
the efficiency of the Group operations through the reduction of
the decisional levels and the rationalisation of the staff
structures operating for the business units.</p>

<p><b><u>Information to be given pursuant Article 2501-</u></b><em><b><u>ter</u></b></em><b><u>
of the Civil Code</u></b></p>

<p>As Eni is the sole shareholder of Siciliana Gas, and this
situation will be kept until the merger is effective, the
information required by Article 2501-<em>ter</em>, first
paragraph, No. 1), 2), 6), 7) and 8), of the Civil Code are
hereby given.</p>

<p>The merger is proposed on the basis of the Financial
Statements at December 31, 2006 of Eni and Siciliana Gas.</p>

<p><b><u>Type, Denomination and Registered Office of the
companies involved in the merger</u></b></p>

<p><i><u>Merging Company:<br>
</u></i>Eni S.p.A., with registered office in Piazzale Enrico
Mattei, No. 1, Rome, Italy, company share capital euro
4,005,358,876.00, fully paid up, enrolled in the Rome Companies
Register, Tax Identification Number 00484960588.</p>

<p><i><u>Company to be merged:<br>
</u></i>Siciliana Gas Clienti S.p.A., with registered office in
San Donato Milanese, Piazza Vanoni 1, company share capital euro
1,147,869.60, fully paid up, enrolled in the Rome Companies
Register, Tax Identification Number 05454630962. Siciliana Gas is
an Eni&#146;s subsidiary and a sole shareholder company.</p>

<p><b><u>Merging company Incorporation Act, with the indications
of the amendments of the Articles of Association to be approved
in consequence of the merger</u></b></p>

<p>Eni was incorporated pursuant to the transformation of Ente
Nazionale Idrocarburi (National Agency for Hydrocarbons, E.N.I.),
a public entity established by law, set forth by Article 15 of
Law Decree No. 333, dated July 11, 1992 converted by Law No. 359
dated August 8, 1992.</p>

<p>The documentation regarding the incorporation-transformation
of Eni and the up-dated text of the Articles of Association are
attached to the Project.</p>

<p>The company objects of Eni already contain those of the
company to be merged and no shares will be issued by Eni because
Eni is Siciliana Gas&#146; sole shareholder; therefore Eni
Articles of Association shall not be amended.</p>

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<p><b><u>Date as of the operations of the company to be merged
will be charged to the Financial Statements of the merging
company</u></b></p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed within August 31, 2007, the merger will be
effective as of the first day of the month following the date
when the last deposit of the Deed of merger is executed and
however not before July 1, 2007. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of July 1, 2007.</p>

<p>If the last deposit of the Deed of merger with the Companies
Register is executed after August 31, 2007, the merger will be
effective as of January 1, 2008. The operations of the company to
be merged will be charged to Eni Financial Statements, also for
tax purposes as of January 1, 2008.</p>

<p><b><u>Treatment of particular categories of shareholders and
holders of securities different from shares</u></b></p>

<p>There are no particular categories of shareholders; no
particular treatment is foreseen for the holders of securities
different from the shares.</p>

<p>Eni bond issues outstanding are &quot;Eni S.p.A. - Euro Medium
Term Notes 2000-2010&quot; and &quot;Eni S.p.A. - Euro Medium
Term Notes 2003-2013&quot;; their Regulations will not be amended
pursuant to the merger.</p>

<p><b><u>Advantages proposed in favour of the Board members of
the merging company and of the company to be merged</u></b></p>

<p>No advantage is foreseen in favour of the Board members of Eni
and Siciliana Gas.</p>

<p align="center">&nbsp;</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="47%"><p align="center">The
        Chairman of the Board of Directors <br>
        and the Chief Executive Officer <br>
        of Siciliana Gas Clienti S.p.A.<br>
        (Mr. Alberto Adelmi)</p>
        </td>
        <td valign="top" width="6%">&nbsp;</td>
        <td valign="top" width="47%"><p align="center">The Chief
        Executive Officer<br>
        of Eni S.p.A.<br>
        <br>
        (Mr. Paolo Scaroni)</p>
        </td>
    </tr>
</table>
</center></div>

<p align="center">- 2 -</p>

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<blockquote>
    <blockquote>
        <p align="center"><font size="4" face="Arial"><b>Annex</b></font></p>
    </blockquote>
</blockquote>

<p><font size="3"><b><u>Legislative Decree No. 333 dated July 11,
1992 (in: Official Gazette &#150; General Series &#150; No. 162
dated July 11, 1992 and notice of rectification in Official
Gazette &#150; General Series &#150; No. 164 dated July 14)
coordinated with the Conversion Law No. 359 dated August 8, 1992
(in Official Gazette &#150; General Series &#150; No. 190 dated
August 13, 1992 regarding: Urgent measures for the reformation of
public finances.</u></b></font></p>

<p align="center"><font size="3"><b>Omission</b></font></p>

<p align="center"><font size="3">Article 15</font></p>

<ol>
    <li><font size="3">The National Institute for Industrial
        Reconstruction - IRI, the National Hydrocarbon Board -
        ENI, the National Insurance Institute - INA and the
        National Electricity Board - ENEL are transformed into
        companies limited by shares with effect from the date of
        the present decree.</font></li>
    <li><font size="3">The initial capital of each of these
        limited companies derived from the transformation is
        established by a decree of the Treasury Ministry on the
        basis of the net assets stated in their last respective
        balance sheets. The companies deriving from the
        transformation will issue shares of nominal value L.
        1,000 each for an overall amount equal to their capital
        determined as above.</font></li>
    <li><font size="3">The shares of the companies referred to in
        paragraph 1, together with those of BNL S.p.A., are
        assigned to the Treasury Ministry. The Treasury Ministry
        shall exercise its rights as shareholder in accord with
        the Ministries of the Budget, of Economic Planning,
        Industry, Commerce and State Shareholdings. In the same
        way, the shareholdings of the Savings and Loan Bank in
        IMI S.p.A. and in the other institutes of credit and
        finance intermediation are assigned to the Treasury
        Ministry. The capital losses in the balance sheet of the
        Savings and Loan Bank due to the transfer of the shares
        referred to in the present paragraph to the Treasury
        Ministry are charged to the Reserve Fund of the said
        Bank.</font></li>
    <li><font size="3">The Articles of Association of each
        company derived from the transformation will be
        deliberated at the first Meeting. As a temporary measure,
        the rules &#150; legal and constitutional &#150;
        governing each company will remain in force. The
        Presidents of the limited companies derived from the
        transformation will hold their respective
        Shareholders&#146; Meetings within ten days from the date
        this present decree comes into force.</font></li>
    <li><font size="3">Publication of this present decree takes
        account of all the requirements regarding formation of
        companies contemplated by current regulations.</font></li>
</ol>

<p align="center"><font size="3">Omission</font></p>

<p align="center">&nbsp;</p>

<p align="center">- 3 -</p>

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<p align="center"><b>Eni S.p.A. Articles of Association</b></p>

<p align="center"><u>Part I - Establishment - Name - Registered
Office and Duration of the Company</u></p>

<p>&nbsp;</p>

<p><b>ARTICLE 1</b></p>

<p><b>1.1</b> &quot;Eni S.p.A.&quot; resulting from the
transformation of Ente Nazionale Idrocarburi, a public law
agency, established by Law 136 of February 10, 1953, is regulated
by these by-laws.</p>

<p><b>ARTICLE 2</b></p>

<p><b>2.1 </b>The registered head office of the company is
located in Rome, Italy and the company&#146;s two branches in San
Donato Milanese (MI).</p>

<p><b>2.2 </b>Main representative offices, affiliates and
branches may be established and/or wound up in Italy or abroad in
compliance with the law.</p>

<p><b>ARTICLE 3</b></p>

<p><b>3.1 </b>The company is expected to exist until December 31,
2100. Its duration may be extended one or more times by
resolution of the shareholders' meeting.</p>

<p align="center"><u>Part II - Company Objects</u></p>

<p><b>ARTICLE 4</b></p>

<p><b>4.1 </b>The company objects are the direct and/or indirect
management, by way of shareholdings in companies, agencies or
businesses, of activities in the field of hydrocarbons and
natural vapours, such as exploration and development of
hydrocarbon fields, construction and operation of pipelines for
transporting the same, processing, transformation, storage,
utilisation and trade of hydrocarbons and natural vapours, all in
respect of concessions provided by law.</p>

<p>The company also has the object of direct and/or indirect
management, by way of shareholdings in companies, agencies or
businesses, of activities in the fields of chemicals, nuclear
fuels, geothermy and renewable energy sources, in the sector of
engineering and construction of industrial plants, in the mining
sector, in the metallurgy sector, in the textile machinery
sector, in the water sector, including derivation, drinking
water, purification, distribution and reuse of waters; in the
sector of environmental protection and treatment and disposal of
waste, as well as in every other business activity that is
instrumental, supplemental or complementary with the
aforementioned activities.</p>

<p>The company also has the object of managing the technical and
financial co-ordination of subsidiaries and affiliated companies
as well as providing financial assistance on their behalf.</p>

<p>The company may perform any operations necessary or useful for
the achievement of the company objects; by way of example, it may
initiate operations involving real estate, moveable goods, trade
and commerce, industry, finance and banking asset and liability
operations, as well as any action that is in any way connected
with the company objects with the exception of public fund
raising and the performance of investment services as regulated
by Legislative Decree No. 58 of February 24, 1998.</p>

<p>The company may take shareholdings and interests in other
companies or businesses with objects similar, comparable or
complementary to its own or those of companies in which it has
holdings, either in Italy or abroad, and it may provide real and
or personal bonds for its own and others' obligations, especially
guarantees.</p>

<p align="center"><u>Part III - Capital - Shareholdings - Bonds</u></p>

<p><b>ARTICLE 5</b></p>

<p><b>5.1 </b>The company capital is euro 4,005,358,876.00 (four
billion five million three hundred and fifty-eight thousand eight
hundred and seventy-six) represented by 4,005,358,876 (four
billion five million three hundred and fifty-eight thousand eight
hundred and seventy-six) shares of ordinary stock with a nominal
value of euro 1 (one) each.</p>

<p align="center">&nbsp;</p>

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<p><b>5.2</b> Shares may not be split up and each share is
entitled to one vote.</p>

<p><b>5.3</b> The fact of being a Shareholder in itself
constitutes approval of these by-laws.</p>

<p><b>ARTICLE 6</b></p>

<p><b>6.1</b> Pursuant to Article 3 of Law Decree 332 of May 31,
1994, converted with amendments into Law 474 of July 30, 1994, no
one, in any capacity, may own company shares that entail a
holding of more than 3 per cent of voting share capital.</p>

<p>Such maximum shareholding limit is calculated by taking into
account the aggregate shareholding held by the controlling
entity, either a physical or legal person or company; its
directly or indirectly controlled entities, as well as entities
controlled by the same controlling entity; affiliated entities as
well as people related to the second degree by blood or marriage,
also in the case of a legally separated spouse.</p>

<p>Control exists, with reference also to entities other than
companies, in the cases envisaged by Article 2359, paragraphs 1
and 2 of the Civil Code.</p>

<p>Affiliation exists in the case set forth in Article 2359,
paragraph 3, of the Civil Code as well as between entities that
directly or indirectly, by way of subsidiaries, other than those
managing investment funds, are bound, even with third parties, in
agreements regarding the exercise of voting rights or the
transfer of shares or portions of third companies or, in any
event, in agreements or pacts as per Article 122 of Legislative
Decree No. 58 of February 24, 1998 regarding third party
companies if said agreements or pacts concern at least 10 per
cent of the voting capital, if they are listed companies, or 20
per cent if they are unlisted companies.</p>

<p>The aforementioned shareholding limit (3 per cent) is
calculated by taking into account shares held by any fiduciary
nominee or intermediary. Any voting rights attributable to voting
capital held or controlled in excess of the maximum limit
indicated in the foregoing cannot be exercised and the voting
rights of each entity to whom such limit on shareholding applies
are reduced in proportion, unless otherwise jointly provided in
advance by the parties involved. In the event that shares
exceeding this limit are voted, any Shareholders' resolution
adopted pursuant to such a vote may be challenged pursuant to
Article 2377 of the Civil Code, if the required majority had not
been reached without the votes exceeding the aforementioned
maximum limit.</p>

<p>Shares not entitled to vote are included in the determination
of the quorum at shareholders' meetings.</p>

<p><b>6.2</b> Pursuant to Article 2, paragraph 1, of Law Decree
332 of May 31, 1994, converted with amendments into Law 474 of
July 30, 1994, as modified by Article 4, paragraph 227, of Law
December 24, 2003 No. 350, the Minister of Economy and Finance
retains the following special powers to be exercised in agreement
with the Minister of Productive Activities and according to the
criteria contained in the Decree issued by the President of the
Council of Ministers on June 10, 2004:</p>

<p>a) opposition with respect to the acquisition of material
shareholdings by entities affected by the shareholding limit as
set forth in Article 3 of Law Decree 332 of May 31, 1994,
converted with amendments into Law 474 of July 30, 1994, by which
&#150; as per Decree issued by the Minister of Treasury on
October 16, 1995 &#150; are meant those representing at least 3%
of share capital with the right to vote at the ordinary
shareholders' meeting.</p>

<p>The opposition is expressed within ten days of the date of the
notice to be filed by the Board of Directors at the time request
is made for registration in the Shareholders' Register if the
Minister considers that such an acquisition may prejudice the
vital interests of the Italian State. Until the ten-day term is
not lapsed, the voting rights and the non-asset linked rights
connected with the shares representing a material shareholding
may not be exercised. If the opposition power is exercised,
through a duly motivated act in connection with the prejudice
that may be caused by the operation to the vital interests of the
Italian State, the transferee may not exercise the voting rights
and the other non-asset linked rights connected with the shares
representing a material shareholding and must sell said shares
within one year. Failing to comply, the law court, upon request
of the Minister of Economy and Finance, will order the sale of
the shares representing a material shareholding according to the
procedures set forth in Article 2359-<em>ter</em> of the Civil
Code. The act through which the opposition power is exercised may
be sued by the transferee before the Regional Administrative
Court of Latium within sixty days as of its issue;</p>

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<p>b) opposition with respect to the subscription of
Shareholders' pacts or agreements as per Article 122 of
Legislative Decree No. 58 of February 24, 1998, involving &#150;
as per Decree issued by the Minister of Treasury on October 16,
1995 &#150; at least 3% of the share capital with the right to
vote at ordinary shareholders' meetings. In order to allow the
exercise of the above mentioned opposition power, Consob notifies
the Minister of Economy and Finance of the relevant pacts or
agreements communicated to it pursuant to the aforementioned
Article 122 of Legislative Decree No. 58 of February 24, 1998.
The opposition power may be exercised within ten days as of the
date of the notice by Consob. Until the ten-day term is not
lapsed, the voting right and the other non-asset linked rights
connected with the shares held by the shareholders who have
subscribed the above mentioned pacts or agreements may not be
exercised. If the opposition power is exercised through the issue
of an act that shall be duly motivated in consideration of the
prejudice that may be caused by said pacts or agreements to the
vital interests of the Italian State, the shareholders pacts or
agreements shall be null and void. If in the shareholders&#146;
meetings the shareholders who have signed shareholders&#146;
pacts or agreements behave as if those pacts or agreements
disciplined by Article 122 of Legislative Decree No. 58 of
February 24, 1998 were still in effect, the resolutions approved
with their vote, if determining for the approval, may be sued.
The act through which the opposition power is exercised may be
sued by the shareholders who joined the above mentioned pacts or
agreements before the Regional Administrative Court of Latium
within sixty days as of its issue;</p>

<p>c) veto power with respect to resolutions to dissolve the
company, to transfer the business, to merge, to demerge, to
transfer the company's registered office abroad, to change the
company objects and to amend the by-laws cancelling or modifying
the powers indicated in this Article. The act through which the
veto power is exercised shall be duly motivated in consideration
of the prejudice the related resolution may cause to the vital
interests of the Italian State and may be sued by the dissenting
Shareholders before the Regional Administrative Court of Latium
within sixty days as of its issue;</p>

<p>d) appointment of one Board member with no voting rights.
Should such appointed Director lapse, the Minister of Economy and
Finance in agreement with the Minister of Productive Activities
will appoint his substitute.</p>

<p><b>ARTICLE 7</b></p>

<p><b>7.1</b> When shares are fully paid, and if the law so
allows, they may be issued to the bearer. Bearer shares may be
converted into registered shares and vice-versa. Conversion
operations are performed at the Shareholder's expense.</p>

<p><b>ARTICLE 8</b></p>

<p><b>8.1</b> In the event, and for whatever reason, a share
belongs to more than one person, the rights relating to said
share may not be exercised by other than one person or by a proxy
for all co-owners.</p>

<p><b>ARTICLE 9</b></p>

<p><b>9.1</b> The shareholders' meeting may resolve to increase
the company capital and establish terms, conditions and means
thereof.</p>

<p><b>9.2</b> The shareholders' meeting may resolve to increase
the company capital by issuing shares, including shares of
different classes, to be assigned for no consideration pursuant
to Article 2349 of the Civil Code.</p>

<p><b>ARTICLE 10</b></p>

<p><b>10.1</b> Payments on shares are requested by the Board of
Directors in one or more times.</p>

<p><b>10.2</b> Shareholders who are late in payment are charged
an interest calculated at the official discount rate established
by the Bank of Italy besides the provisions envisaged in Article
2344 of the Civil Code.</p>

<p><b>ARTICLE 11</b></p>

<p><b>11.1</b> The company may issue bonds, including
convertibles and warrant bonds in compliance with the law.</p>

<p align="center"><u>Part IV - Shareholders&#146; meeting</u></p>

<p><b>ARTICLE 12</b></p>

<p><b>12.1</b> Ordinary and extraordinary shareholders' meetings
are usually held at the company registered office unless
otherwise resolved by the Board of Directors, provided however
they are held in Italy.</p>

<p><b>12.2</b> Ordinary shareholders&#146; meetings must be
called at least once a year to approve the financial statements,
within 180 days of the end of the business year, as the Company
approves the Group Financial Statements.</p>

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<p><b>ARTICLE 13</b></p>

<p><b>13.1 </b>Shareholders&#146; meetings are convened through a
notice to be published on the Italian Official Gazette or
&quot;Il Sole 24 Ore&quot; and other newspapers with national
circulation, according to the current legislation and in
compliance with the rules in force regulating the exercise of the
vote by mail.</p>

<p>The Shareholders that, severally or jointly, represent at
least one fortieth of Eni share capital, may ask, within five
days as of the date of publication of the shareholders&#146;
meeting notice, to add other items in the agenda. The request
shall contain the matters to be proposed to the
shareholders&#146; meeting. Said faculty may not be exercised on
the matters upon which, pursuant to the applicable legislation,
the shareholders&#146; meeting resolves on the basis of a
proposal of the Board of Directors or on the basis of a project
or report of the Board. The integrations accepted by the Board
shall be published at least ten days before the
shareholders&#146; meeting date, through a notice to be published
as indicated above.</p>

<p><b>13.2</b> Admission to the shareholders&#146; meeting is
subject to the delivery, also for registered shares, of the
certification issued by financial intermediaries at least two
days before the date of the shareholders&#146; meeting on first
call.</p>

<p><b>ARTICLE 14</b></p>

<p><b>14.1</b> Each Shareholder entitled to attend the meeting
may also be represented in compliance with the law by a person
appointed by written proxy. Incorporated entities and companies
may attend the meeting by way of a person appointed by written
proxy. In order to simplify collection of proxies issued by
Shareholders who are employees of the company or its subsidiaries
and members of Shareholders associations incorporated under and
managed pursuant to current legislation regulating proxies
collection, notice boards for communications and rooms to allow
proxies collection are made available to said associations
according to terms and conditions agreed from time to time by the
company with the associations representatives.</p>

<p><b>14.2</b> The Chairman of the meeting has to assure the
regularity of written proxies and, in general, the right to
attend the meeting.</p>

<p><b>14.3</b> The right to vote may also be exercised by mail
according to the laws and regulations in force concerning this
matter.</p>

<p><b>14.4</b> Eni S.p.A. shareholders' meetings are disciplined
by Eni S.p.A.'s shareholders' meeting Regulation approved by the
ordinary shareholders' meeting.</p>

<p><b>ARTICLE 15</b></p>

<p><b>15.1</b> The meeting is chaired by the Chairman of the
Board of Directors, or in the event of absence or impediment, by
the Chief Executive Officer; in absence of both, by another
person, duly delegated by the Board of Directors, failing which
the meeting may elect its own Chairman.</p>

<p><b>15.2</b> The Chairman of the meeting is assisted by a
Secretary, who need not be a Shareholder, to be designated by the
Shareholders present, and may appoint one or more scrutineers.</p>

<p><b>ARTICLE 16</b></p>

<p><b>16.1</b> The ordinary shareholders' meeting decides on all
the matters for which it is legally entitled and authorises the
transfer of the business.</p>

<p><b>16.2</b> Resolutions either at ordinary or extraordinary
meetings, either on first, second or third call, must be taken
with the majority required by the law in each case.</p>

<p><b>16.3</b> Resolutions of the meeting taken in compliance
with the law and these by-laws are binding for all Shareholders
even if absent or dissenting.</p>

<p><b>16.4</b> The minutes of ordinary meetings must be signed by
the Chairman and the Secretary.</p>

<p><b>16.5</b> The minutes of extraordinary meetings must be
drawn up by a notary public.</p>

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<p align="center"><u>Part V - The Board of Directors</u></p>

<p><b>ARTICLE 17</b></p>

<p><b>17.1</b> The company is managed by a Board of Directors
consisting of no fewer than three and no more than nine members.
The shareholders' meeting determines the number within these
limits. The Minister of Economy and Finance in agreement with the
Minister of Productive Activities may appoint another member,
with no voting rights, pursuant to Article 6, second paragraph,
letter d), of the by-laws.</p>

<p><b>17.2 </b>The Board of Directors is appointed for a period
of up to three financial years; this term lapses on the date of
the shareholders' meeting convened to approve the financial
statements of the last year of their office. They may be
reappointed.</p>

<p><b>17.3 </b>The Board members, except for the one appointed
pursuant to Article 6.2, letter d) of these by-laws, are
appointed by the shareholders' meeting on the basis of lists
presented by Shareholders and by the Board of Directors; in such
lists the candidates must be listed in numerical order. Should
the retiring Board of Directors present its own candidate list,
it must be deposited at the company's registered office and
published in at least three Italian newspapers of general
circulation, two of them business dailies, at least twenty days
before the date set for the first call of the shareholders'
meeting. Candidate lists presented by Shareholders must be
deposited at the company registered office and published as
indicated in the foregoing at least ten days before the date set
for the first call of the shareholders' meeting.</p>

<p>Each Shareholder may present or take part in the presenting of
only one candidate list and each candidate may appear in one list
only or he will be ineligible. Companies that are controlling
entities or are under common control, as defined by Article 2359,
first paragraph, of the Civil Code, by the same entity of the
company presenting a list shall not present nor take part in the
presentation of another candidate list. Each candidate may appear
in one list only or he will be ineligible. Only those
Shareholders who, alone or together with other Shareholders,
represent at least 1 per cent of voting share capital at the
ordinary shareholders' meeting may present candidate lists. In
order to demonstrate the title on the number of shares necessary
to present candidate lists, the Shareholders must present and/or
deliver to the company registered office a copy of the
certification issued by the authorised financial intermediaries
that are depositaries of their shares at least five days prior to
the date set for the first call of the shareholders' meeting.</p>

<p>Together with each list, within the aforementioned time
limits, statements must be presented in which each candidate
accepts his nomination and attests, in his own responsibility,
that causes for his ineligibility and incompatibility are non
existing and that he possesses the requirements, honorability and
independence requirements required by the norms in force for the
Statutory Auditors included.</p>

<p>At least one Board member, if the Board members are no more
than five, or at least three Board members if they are more than
five, shall have the independence requirement. The independent
Board members take part, according to the provisions set by the
Board and by the Corporate Governance Codes issued by the
companies that manage stock markets to which the Company adheres,
to the Board Committees that the Board of Directors may
establish. Said Board Committees shall have advisory and
consulting tasks on specific items.</p>

<p>The Board of Directors evaluates periodically the independence
and the honorability of its members. If these requirements are
not present or elapse and, if the minimum number of independent
Board members set by these by-laws is not met, the Board of
Directors removes the Board member without the independence
requirement and resolves upon his substitution.</p>

<p>Each person entitled to vote may vote for a candidate list
only.</p>

<p>Board members will be elected in the following manner:</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="2%">a)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">seven tenths of the members
        to be elected will be drawn out from the candidate list
        that receives the majority of votes expressed by the
        Shareholders in the numerical order in which they appear
        on the list, rounded off in the event of a fractional
        number to the next lower number;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">b)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">the remaining Board members
        will be drawn out from the other candidate lists; to this
        purpose the votes obtained by each candidate list will be
        divided by one or two depending on the number of the
        members to be elected. The quotients thus obtained will
        be assigned progressively to candidates of each said list
        in the order given in the lists themselves. Quotients
        thus assigned to candidates of said lists will be set in
        one decreasing numerical order. Those who obtain the
        highest quotients will be elected. <br>
        In the event that more than one candidate obtains the
        same quotient, the candidate elected will be the one of
        the list that has not hitherto had a Board member elected
        or that has elected the least number of Board members.<br>
        In the event that none of the lists has yet elected a
        Board member or that all of them have elected the same
        number of Board members, the candidate from all such
        lists who has obtained the largest number of votes will
        be elected. In the event of equal list votes and equal
        quotient, a new vote will be taken by the entire
        shareholders' meeting and the candidate elected will be
        the one who obtains a simple majority of the votes;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">c)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">to appoint Board members for
        any reason not covered by the terms of the aforementioned
        procedure, the shareholders' meeting will make a
        resolution with the majorities prescribed by the law.</td>
    </tr>
</table>
</center></div>

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<p><b>17.4</b> The shareholders' meeting may, even during the
Board's term of office, change the number of members of the Board
of Directors, always within the limits set forth in paragraph
17.1 above, and make the relating appointments. Board members so
elected will expire at the same time as the rest of the Board.</p>

<p><b>17.5</b> If during the term of office one or more members
leave the Board, action will be taken in compliance with Article
2386 of the Civil Code with exception of the Board member
appointed pursuant to Article 6.2 letter d) of these by-laws. If
a majority of members leaves the Board, the whole Board will be
considered lapsed and the Board must promptly call a
shareholders' meeting to appoint a new Board.</p>

<p><b>ARTICLE 18</b></p>

<p><b>18.1</b> If the shareholders' meeting has not appointed a
Chairman, the Board will elect one of its members. The Director
appointed pursuant to Article 6, second paragraph, letter d) of
the by-laws cannot be appointed as Chairman.</p>

<p><b>18.2</b> The Board, at the Chairman's proposal, appoints a
Secretary, who need not belong to the company.</p>

<p><b>ARTICLE 19</b></p>

<p><b>19.1</b> The Board meets in the place indicated in the
notice whenever the Chairman or, in case of absence or
impediment, the Chief Executive Officer deems necessary, or when
written application has been made by the majority of the members.
The Board of Directors may be convened also pursuant to Article
28.4 of the by-laws. The Board of Directors' meetings may be held
by video or teleconference if each of the participants to the
meetings may be identified and if each is allowed to follow the
discussion and take part to it in real time. If said conditions
are met, the meeting is considered duly held in the place where
the Chairman and the Secretary are present.</p>

<p><b>19.2</b> Usually notice is given at least five days in
advance. In cases of urgency notice may be sent earlier. The
Board of Directors decides on how to convene its meetings.</p>

<p><b>19.3</b> The Board of Directors must likewise be convened
when so requested by at least two Board members or by one member
if the Board consists of three members to decide on a specific
matter considered of particular importance, pertaining to
management, matter to be indicated in the request.</p>

<p><b>ARTICLE 20</b></p>

<p><b>20.1</b> The Chairman of the Board or, in his absence, the
oldest Board member in attendance chairs the meeting.</p>

<p><b>ARTICLE 21</b></p>

<p><b>21.1</b> A majority of members of the Board having a voting
right must be present for a Board meeting to be valid.</p>

<p><b>21.2 </b>Resolutions are taken with the majority of votes
of the Board members having a voting right present; should votes
be equal, the person who chairs the meeting has a casting vote.</p>

<p><b>ARTICLE 22</b></p>

<p><b>22.1</b> Resolutions of the Board are entered in the
minutes, which are recorded in a book kept for that purpose
pursuant to the law, and said minutes are signed by the Chairman
of the meeting and by the Secretary.</p>

<p><b>22.2</b> Copies of the minutes are bona fide if they are
signed by the Chairman or the person acting for him and
countersigned by the Secretary.</p>

<p><b>ARTICLE 23</b></p>

<p><b>23.1</b> The Board of Directors is invested with the
fullest powers for ordinary and extraordinary management of the
company and, in particular, the Board has the power to perform
all acts it deems advisable for the implementation and
achievement of the company objects, except for the acts that the
law or these by-laws reserve for the shareholders' meeting.</p>

<p align="center">&nbsp;</p>

<p align="center">- 9 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p><b>23.2</b> The Board of Directors is allowed to resolve on
the following matters:</p>

<ul>
    <li>the merger and the demerger of at least 90% directly
        owned subsidiaries;</li>
    <li>the establishment and winding up of branches;</li>
    <li>the amendment to the by-laws in order to comply with the
        current legislation.</li>
</ul>

<p><b>23.3</b> The Board of Directors and the Chief Executive
Officer report timely, at least every three months and however in
the Board of Directors meetings, to the Board of Statutory
Auditors on the activities and on the most relevant operations
regarding the operational, economic and financial management of
the company and its subsidiaries; in particular the Board of
Directors and the Chief Executive Officer report to the Board of
Statutory Auditors on operations entailing an interest on their
behalf or on behalf of third parties.</p>

<p><b>ARTICLE 24</b></p>

<p><b>24.1 </b>The Board of Directors delegates its powers to one
of its members with the exception of the Director appointed
pursuant to Article 6, second paragraph, letter d) of the
by-laws, in compliance with the limits set forth in Article 2381
of the Civil Code. In addition the Board of Directors may
delegate powers to the Chairman for researching and promoting
integrated projects and strategic international agreements. The
Board of Directors may at any time withdraw the delegations of
powers hereon; if the Board of Directors withdraws powers
delegated to the Chief Executive Officer, a new Chief Executive
Officer is simultaneously appointed.</p>

<p>The Board of Directors, upon proposal of the Chairman and in
agreement with the Chief Executive Officer, may confer powers for
single acts or categories of acts to other members of the Board
of Directors with the exception of the Director appointed
pursuant to Article 6, second paragraph, letter d) of the
by-laws. The Chairman and the Chief Executive Officer, in
compliance with the limits of their delegations, may delegate and
empower company employees or persons not belonging to the company
to represent the company for single acts or specific categories
of acts.</p>

<p>Further, on proposal of the Chief Executive Officer and in
agreement with the Chairman, the Board of Directors may also
appoint one or more General Managers and determines the powers to
be conferred to them. In order to make the appointment effective,
the Board of Directors shall verify if the General Manager to be
appointed has the honorability requirements set by the current
legislation. The General Managers without said requirement shall
be removed.</p>

<p>On proposal of the Chief Executive Officer and in agreement
with the Chairman, the Board of Directors appoints the Manager
responsible for the preparation of financial reporting documents
and delegates powers and resources to him. The appointment is
subject to the favourable opinion of the Board of Statutory
Auditors.</p>

<p><b>ARTICLE 25</b></p>

<p><b>25.1</b> Legal representation towards any judicial or
administrative authority and towards third parties, together with
the company signature, are vested either onto the Chairman or the
Chief Executive Officer.</p>

<p><b>ARTICLE 26</b></p>

<p><b>26.1</b> The Chairman and the members of the Board are
remunerated in an amount established by the ordinary
shareholders' meeting. Said resolution, once taken, will remain
valid for subsequent business years until the shareholders'
meeting decides otherwise.</p>

<p><b>ARTICLE 27</b></p>

<p><b>27.1</b> The Chairman:</p>
<div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
        <td valign="top" width="2%">a)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">represents the company
        according to the provisions of Article 25.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">b)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">chairs the shareholders'
        meeting pursuant to Article 15.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">c)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">convenes and chairs meetings
        of the Board of Directors pursuant to Articles 19.1 and
        20.1;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">d)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">ascertains whether Board
        resolutions have been implemented;</td>
    </tr>
    <tr>
        <td valign="top" width="2%">e)</td>
        <td valign="top" width="1%">&nbsp;</td>
        <td valign="top" width="97%">exercises the powers
        delegated to him by the Board of Directors pursuant to
        Article 24.1 of these by-laws.</td>
    </tr>
</table>
</center></div>

<p align="center">- 10 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center"><u>Part VI - Board of Statutory Auditors</u></p>

<p><b>ARTICLE 28</b></p>

<p><b>28.1</b> The Board of Statutory Auditors consists of five
effective members and two alternate members. The Auditors shall
have the professional and honour requirements set forth by the
Ministerial Decree No. 162, dated March 30, 2000 issued by the
Ministry of Justice.</p>

<p>Pursuant to the aforementioned Ministerial Decree, the matters
strictly connected to those of interest of the Company are:
companies law, business economics and corporate finance.</p>

<p>Pursuant to said Ministerial Decree, the sectors strictly
connected with those of interest of the Company are the
engineering and geological sectors.</p>

<p>Those who are already appointed effective auditor or
supervisory board member or audit committee member in at least
five companies with securities listed on regulated securities
markets other than Eni S.p.A. subsidiaries may not be appointed
Statutory Auditor; if elected, they will lapse.</p>

<p><b>28.2</b> The effective Auditors and the alternate Auditors
are appointed by the shareholders' meeting on the basis of lists
presented by the Shareholders; in such lists candidates are
listed in numerical order. For the presentation, deposit and
publication of candidate lists the procedures set forth in
Article 17.3 shall apply.</p>

<p>Lists shall be divided into two sections: the first one for
the candidates to be appointed effective Auditors and the second
one for the candidates to be appointed alternate Auditors. At
least the first candidate of each section shall be chartered
accountant and have exercised audit activities for not less than
three years.</p>

<p>Three<b> </b>effective Auditors and one alternate Auditor will
be drawn from the list that obtains the majority of votes. The
other two effective Auditors and the other alternate Auditor will
be appointed pursuant to Article 17.3, letter b) of the by-laws.
The procedure described in this last Article shall be applied to
each section of the lists involved separately.</p>

<p>The shareholders' meeting appoints the Chairman of the Board
of Statutory Auditors among the effective Auditors appointed
according to Article 17.3 letter b) of these by-laws.</p>

<p>To appoint effective or alternate Auditors for any reason not
elected according to the terms of the aforementioned procedure,
the shareholders' meeting will resolve with the majorities
prescribed by the law.</p>

<p>Should an effective Auditor drawn out from the candidate list
that receives the majority of votes expressed by the Shareholders
be replaced, he will be succeeded by the alternate Auditor drawn
out from the same candidate list; should an effective Auditor
drawn out from the other candidate list be replaced, he will be
substituted pursuant to Article 17.3, letter b) of the by-laws.</p>

<p><b>28.3</b> Retiring Auditors may be reelected.</p>

<p><b>28.4</b> Subject to a previous communication to the
Chairman of the Board of Directors, the Board of Statutory
Auditors is empowered to convene the shareholders' meeting and
the Board of Directors. At least two effective Auditors are
empowered to convene the shareholders' meetings and at least one
effective Auditor is empowered to convene the Board meetings.</p>

<p align="center"><u>Part VII - Financial Statements and Profits</u></p>

<p><b>ARTICLE 29</b></p>

<p><b>29.1</b> The business year ends on December 31 every year.</p>

<p><b>29.2</b> At the end of each business year, the Board of
Directors sees to the preparation of the company financial
statements in conformity with the law.</p>

<p><b>29.3</b> The Board of Directors may, during the course of
the business year, pay interim dividends to the Shareholders.</p>

<p><b>ARTICLE 30</b></p>

<p><b>30.1</b> Dividends not collected within five years of the
day on which they are payable will be prescribed in favour of the
company and allocated to reserves.</p>

<p align="center">&nbsp;</p>

<p align="center">- 11 -</p>

<hr noshade>

<h5 align="left" style="page-break-before:always"><a
href="#tocpage">Table of Contents</a></h5>

<p align="center"><u>Part VIII - Winding Up and Liquidation of
the Company</u></p>

<p><b>ARTICLE 31</b></p>

<p><b>31.1</b> In the event the company is wound up, the
shareholders' meeting will decide the manner of liquidation,
appoint one or more liquidators and determine their powers and
remuneration.</p>

<p align="center"><u>Part IX - General Provisions</u></p>

<p><b>ARTICLE 32</b></p>

<p><b>32.1</b> For matters not expressly regulated by these
by-laws, the norms of the Civil Code and specific laws concerning
these matters will apply.</p>

<p><b>32.2 </b>The Ministry of Economy and Finance may retain his
shareholding in the company share capital in excess of the limit
set forth in Article 6.1 of these by-laws and will not be subject
to the provisions of said Article 6.1 for the period set by the
law.</p>

<p><b>ARTICLE 33</b></p>

<p><b>33.1 </b>The company retains all assets and liabilities
held before its transformation by the public law agency Ente
Nazionale Idrocarburi.</p>

<p align="center">&nbsp;</p>

<p align="center">- 12 -</p>

<hr noshade>
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