Milano, 16 December 2003

Intesa Vita gets green light from EU antitrust and Italian insurance supervisor

The Intesa Group and the Generali Group announce that the authorisations have been received from the competent authorities, the EU antitrust and the Italian insurance supervisor (Isvap), for the unification of the bancassurance activities of the two Groups in a new company named Intesa Vita, that will be fully operative from January 1, 2004.

New Intesa Vita takes up the bancassurance activity of Alleanza Assicurazioni and the stakes held by Assicurazioni Generali and Banca Intesa in Assiba (50% Generali and 50% Banca Intesa) and in Intesa Vita (formerly Carivita, 100% Banca Intesa). The operation finally includes the merger by incorporation of the two companies starting December 31, 2003 with retroactive accounting and fiscal effects from January 1, 2003. At the conclusion of all operations, the share capital of Intesa Vita - comprising ordinary and preference shares - will be held on an equal basis by Banca Intesa and by Alleanza Assicurazioni. Alleanza Assicurazioni, in as much as it holds majority voting rights in the AGM, can consolidate the Company with the full consolidation method.

Calculated according to the embedded value method, the value of the operations transferred - respectively € 683 million for the stakes held by Banca Intesa, € 209.5 million for the stakes held by Assicurazioni Generali and € 275 million relating to Alleanza Assicurazioni’s bancassurance activity - was confirmed by the fairness opinion drawn up by independent experts. The assessment, pursuant to article 2343 of the Civil Code, was carried out by the accounting firm Deloitte & Touche.

At the conclusion of these operations, Banca Intesa profit and loss account for the year will record a gross capital gain of € 365 million at the parent company level and of € 112 million at the consolidated level. At a civil law level, Assicurazioni Generali will record a gross capital gain of € 138.5 million and Alleanza Assicurazioni of € 177.5 million. In view of the fact that the operations transferred are related to a subsidiary, the Generali Group will not record a capital gain at a consolidated level.

New Intesa Vita will rely on a distribution network consisting of approximately 3,000 banking outlets and, on the basis of aggregate data at September 30, 2003, on technical reserves amounting to € 18 billion and on a premium income of € 2.9 billion. The new entity will thus emerge as a leading player in the bancassurance sector in Italy.

The operation involves companies that are related parties, because both Assicurazioni Generali and Alleanza Assicurazioni are parties to the voting syndicate agreement signed by Banca Intesa main shareholders.

This press release is disclosed also in compliance with article 71 bis of the regulations on issuing companies, as a replacement of the information prospectus.