Milano, 20 December 2005

The Board of Directors of Banca Intesa, which met today under the chairmanship of Giovanni Bazoli, approved - also in the framework of the guidelines set forth in the agreement signed on 5th December 2002 with all the Trade Unions - a plan of assignment, for free, of ordinary shares to all the Bank’s employees in force as at 1st June 2006, for a pro capite countervalue of 2,000 euro.


This assignment will also regard, though with differing amounts, employees of Banca Intesa’s Italian subsidiaries.


The value of each share will be determined as the arithmetical average of the official prices struck by the Banca Intesa ordinary share in the period from 1st June 2006 to the same day of the previous calendar month.


The plan provides that these shares are to be purchased on the market during the month of June 2006, pursuant to Art. 2357 of the Italian Civil Code, Art. 132 of the Italian Combined Code of Finance and Art. 144 bis of Regolamento Emittenti (Consob Regulation implementing the provisions on issuers), the latter to come into force as of 1st January 2006. The Board of Directors will submit the proposal related to the purchase of own shares at the Ordinary Shareholders’ Meeting, called to approve the 2005 financial statements, which is expected to be summoned on 19th and 20th April 2006 on first and second call respectively. More detailed information related to this purchase plan will be disclosed as soon as the Board of Directors has established the proposal to be submitted at the Shareholders’ Meeting.


Provisions for future charges equal to around 65 million euro will be accounted for in the “personnel expenses” caption of the fourth quarter 2005 consolidated statement of income, in compliance with the IAS/IFRS accounting principles which require that the fair value of shares assigned to employees be recognised in personnel expenses.

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