EXHIBIT 1.1

in the electricity industry, including the activities of production, importation and exportation, distribution and sale, as well as transmission within the limits of existing legislation;

in the energy industry in general, including fuels, and in the field of environmental protection, as well as in the water sector;

in the communications, telematics and information-technology industries and those of multimedia and interactive services;

in network-based sectors (electricity, water, gas, district heating, telecommunications) or those which, in any case, provide urban services locally;

in other sectors:

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Corporate Bylaws


				Title I
				Incorporation - Company name - Registered office - Term

article 1				1.1 The Company shall be called “ENEL - Società per azioni” and shall be governed by the rules of the present bylaws.

article 2				2.1 The registered office of the Company shall be located in Rome.

article 3				3.1 The Company shall exist until December 31, 2100 and its term shall be extendible one or more times by resolution of a Shareholders’ Meeting.

				Title II
				Corporate Purpose

article 4				4.1 The purpose of the Company shall be to acquire and manage equity holdings in Italian or foreign companies and firms, as well as to provide such subsidiary companies and firms with strategic guidelines and coordination with regard to both their industrial organization and the business activities in which they engage. Through affiliates or subsidiaries the Company shall operate especially:

				>		in any way related to or connected with the activities carried out in the sectors mentioned above;
				>		allowing the facilities, resources and expertise employed in the sectors mentioned above (such as, by way of example and without limitation: publishing, real estate and services to firms) to be enhanced and better utilized;


				>		allowing the profitable use of the goods produced and the services provided in the sectors mentioned above;

in the carrying out of activities involving systems and installations design, construction, maintenance and management; the production and sale of equipment; research, consulting and assistance; as well as the acquisition, sale, marketing and trading of goods and services, all activities connected with the sectors mentioned above under a), b), c) and d).


				4.2 In the interest of its affiliates or subsidiaries, the Company may also carry out directly any activity connected with or instrumental to its own business or that of its affiliates or subsidiaries themselves. To this end, the Company shall in particular see to:

				>		the coordination of the managerial resources of its affiliates or subsidiaries, including the carrying out of appropriate training initiatives;
				>		the administrative and financial coordination of its affiliates or subsidiaries, effecting in their favor all appropriate transactions, including granting loans and, more in general, the framework and management of their financial activities;
				>		the supply of other services in favor of its affiliates or subsidiaries in areas of specific business interest.


						4.3 In order to attain its corporate purpose, the Company may also carry out all transactions that are instrumentally necessary or useful or at any rate related, such as, by way of example: the provision of collateral and/or personal guarantees for both its own and third-party commitments; transactions involving movables and real-estate and commercial operations; and anything else that is connected with its corporate purpose or that allows better use of its own facilities and/or resources or those of its affiliates or subsidiaries, with the exception of accepting monetary deposits from the public and providing investment services as defined by legislative decree n. 58 of February 24, 1998, as well as the activities referred to in section 106 of legislative decree n. 385 of September 1, 1993 insofar as they are also exercised vis-à-vis the public.

						Title III
						Capital Stock - Shares - Withdrawal - Bonds

article 5						5.1 The nominal value of the Company’s share capital amounts to 6,097,105,820 euro, divided into 6,097,105,820 ordinary shares, each with a par value of 1 euro.

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				5.2 The shares shall be registered and every share shall entitle the holder to one vote.

				5.3 The mere fact of being a shareholder shall constitute acceptance of these bylaws.

				5.4 Partially exercising the delegation granted it by the Shareholders’ Meeting of December 18, 1999, on April 9, 2001 the Board of Directors resolved:

to proceed with the capital increase for the stock-option Plan for the year 2000, to be carried out – taking into account the subsequent amendments made by the Shareholders’ Meeting of May 25, 2001 following the conversion of the share capital into euro and the reverse stock split approved by the aforesaid Shareholders’ Meeting – as follows:

	>	increase of the share capital by payment by a maximum amount of 5,513,200 euro through the issue of a maximum number of 5,513,200 new ordinary shares with a par value of 1 euro each, at the price of 8.6 euro, reserved for subscription to the executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant to section 2359 of the Civil Code, who were selected on March 3, 2000 to participate in the aforesaid Plan;
	>	the deadline set for completing the subscription of the increase is December 31, 2004; and in the event the increase is not totally subscribed by this date, the capital shall be increased by an amount equal to the subscriptions received;

to proceed with the capital increase for the stock-option Plan for the year 2001, to be carried out – taking into account the subsequent amendments made by the Shareholders’ Meeting of May 25, 2001 following the conversion of the share capital into euro and the reverse stock split approved by the aforesaid Shareholders’ Meeting – as follows:

	>	increase of the share capital by payment by a maximum amount of 34,274,050 euro through the issue of a maximum number of 34,274,050 new ordinary shares with a par value of 1 euro each, at the price of 7.272 euro, reserved for subscription to the executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant to section 2359 of the Civil Code, who were selected on April 9, 2001 to participate in the aforesaid Plan;
	>	the deadline set for completing the subscription of the increase is December 31, 2005; and in the event the increase is not totally subscribed by this date, the capital shall be increased by an amount equal to the subscriptions received.


				5.5 Partially exercising the delegation granted it by the Shareholders’ Meeting of May 25, 2001, on April 10, 2003 the Board of Directors resolved to proceed with the

capital increase by payment for the stock-option Plan for the year 2002 in the maximum total amount of 41,748,500 euro, to be carried out as follows:

> a maximum amount of 39,245,000 euro through the issue of a maximum number of 39,245,000 new ordinary shares with a par value of 1 euro each, at the price of 6.426 euro determined by the Board of Directors on March 28, 2002;

> a maximum of 2,503,500 euro through the issue of a maximum number of 2,503,500 new ordinary shares with a par value of 1 euro each, at the price of 6.48 euro determined by the Board of Directors on September 12, 2002.

This capital increase is reserved for subscription to the executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant to section 2359 of the Civil Code, who were selected on March 28, 2002 and September 12, 2002 to participate in the aforesaid Plan.

The deadline set for completing the subscription of the increase is December 31, 2007; and in the event the increase is not totally subscribed by this date, the capital shall be increased by an amount equal to the subscriptions received.

5.6 Entirely exercising the delegation granted it by the Shareholders’ Meeting of May 23, 2003, on April 7, 2004 the Board of Directors resolved to proceed with the capital increase for the stock-option Plan for the year 2003, to be carried out as follows:

> increase of the share capital by payment by a maximum amount of 47,624,005 euro through the issue of a maximum number of 47,624,005 new ordinary shares with a par value of 1 euro each, at the price of 5.240 euro, reserved for subscription to the executives of ENEL S.p.a. and/or subsidiaries thereof, pursuant to section 2359 of the Civil Code, who were selected on April 10, 2003 to participate in the aforesaid Plan;

> the deadline set for completing the subscription of the increase is December 31, 2008; and in the event the increase is not totally subscribed by this date, the capital shall be increased by an amount equal to the subscriptions received.

5.7 Pursuant to section 2443 of the Civil Code, the Board of Directors is authorized, for a period of five years from the shareholders’ resolution of May 21, 2004, to increase the share capital one or more times by a maximum total amount of 38,527,550 euro, through the issue of a maximum of 38,527,550 ordinary shares with a par value of 1 euro each, which shall rank for dividend pari passu, for the stock-option Plan for the year 2004 approved by the Board of Directors at its meeting on March 29, 2004.

These shares shall be offered for subscription by payment to the executives of ENEL S.p.a.

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and/or subsidiaries thereof pursuant to section 2359 of the Civil Code who are the beneficiaries of the Plan, with the exclusion of preemptive rights pursuant to the combined provisions of section 2441, last paragraph, of the Civil Code and section 134, paragraph 2, of legislative decree n. 58 of February 24, 1998.

The right to subscribe to these shares shall be personal and not transferable inter vivos. Resolutions of the Board of Directors shall set deadlines for subscription of the shares and shall provide that, in the event the increase resolved upon is not subscribed by the deadline set each time for that purpose, the share capital shall be increased by an amount equal to the subscriptions received up to such deadline.

article 6 6.1 Pursuant to section 3 of decree-law n. 332 of May 31, 1994, converted with revisions by Law n. 474 of July 30, 1994, no one, in whatever capacity, may own shares constituting more than 3% of the share capital, subject to the provisions of the law. This limit on share ownership shall be calculated taking into account the total shareholding of a controlling entity, whether a natural or legal person or corporation; of all directly or indirectly controlled entities, as well as of the entities under a common control; of affiliates as well as natural persons related by blood or marriage until the second decree, including his or her spouse unless legally separated.

Control shall be deemed to exist, including with regard to persons or entities other than companies, in the cases provided for by section 2359, paragraphs 1 and 2, of the Civil Code. Affiliation shall be deemed to exist in the situations mentioned in section 2359, paragraph 3, of the Civil Code, as well as among persons or entities that, directly or indirectly, through subsidiaries other than investment management companies, enter into agreements – including those with third parties – regarding the exercise of voting rights or the transfer of shares of or interests in other companies, or any other agreements mentioned in section 122 of legislative decree n. 58 of February 24, 1998 with respect to third-party companies in the event that such agreements regard at least 10% of the voting stock if the companies concerned are listed or 20% if the companies concerned are not listed.

Calculation of the aforesaid limit on stock ownership (3%) shall also take into account the shares held through fiduciaries and/or nominees, or in general through intermediaries. Voting rights attributable to shares held in excess of the aforesaid limit may not be exercised and the voting rights of each of the parties concerned by the ownership limit will be reduced pro rata, unless a different prior indication has been jointly given by the shareholders concerned. A resolution passed with the votes of shares held in violation of the limit may be challenged in court under section 2377 of the Civil Code, provided that the resolution would not have been passed without the votes relating to shares held in violation of the limit.

		The shares for which voting rights may not be exercised shall be counted, however, for the purpose of determining the quorum at Shareholders’ Meetings.

		6.2 Pursuant to paragraph 1 of section 2 of decree-law n. 332 of May 31, 1994, converted with revisions by Law n. 474 of July 30, 1994, the Minister of the Economy and Finance – in agreement with the Minister of Productive Activities – shall hold the following special powers:

a) opposition to the acquisition by persons or entities affected by the limit on stock ownership specified in section 3 of decree-law n. 332 of May 31, 1994, converted with revisions by Law n. 474 of July 30, 1994, of significant holdings, by which is meant – as established by a decree of the Minister of the Economy and Finance – those equal to or exceeding 3% of the share capital represented by shares with voting rights at ordinary Shareholders’ Meetings. The opposition must be expressed within ten days from the date of notice to be given by the Board of Directors when the request is made for registration in the shareholders’ register, in the event the Minister considers the transaction to be detrimental to vital national interests. Until the deadline for exercising the power of opposition has passed, the right to vote and all other rights other than economic ones pertaining to the shares that represent the significant holding shall be suspended. In the event the power of opposition is exercised – through an order duly justified with regard to the concrete detriment the transaction causes to vital national interests – the transferee may not exercise the right to vote nor any other right other than economic ones pertaining to the shares that represent the significant holding and must dispose of the shares in question within one year. In case of failure to comply, upon request by the Minister of the Economy and Finance a court will order the sale of the shares that represent the significant holding according to the procedures specified in section 2359-ter of the Civil Code. The transferee may challenge the order exercising the power of opposition within sixty days before the regional administrative court of Lazio;

b) opposition to the agreements referred to in section 122 of the consolidation law referred to in legislative decree n. 58 of February 24, 1998 in the event that they regard at least one-twentieth of the capital stock consisting of shares with voting rights at ordinary Shareholders’ Meetings or a lower percentage to be established by a decree of the Minister of the Economy and Finance. For purposes of exercising the power of opposition, the CONSOB shall inform the Minister of the Economy and Finance of the significant agreements and pacts described in this Article of which it has received notice in compliance with the above-mentioned section 122 of the consolidation law referred to in legislative decree n. 58 of 1998. The power of opposition must be exercised within ten

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days from the date of the notice given by the CONSOB. Until the deadline for exercising the power of opposition has passed, the right to vote and all other rights other than the economic ones of the shareholders participating in the agreement shall be suspended. In the event the order of opposition – duly justified with regard to the concrete detriment the aforesaid agreements cause to vital national interests – is issued, the agreements shall not be effective. If it can be inferred from their conduct at a Shareholders’ Meeting that the shareholders participating in the syndicate are keeping the commitments made when they joined the pacts referred to in the above-mentioned section 122 of the consolidation law referred to in legislative decree n. 58 of 1998, resolutions adopted with the decisive vote of the aforesaid shareholders may be challenged in court. The order exercising the power of opposition may be challenged within sixty days by the shareholders participating in the agreements before the regional administrative court of Lazio;

c) veto, duly justified with regard to the concrete detriment caused to vital national interests, of the adoption of resolutions regarding dissolution of the Company; transfer of its business, merger or demerger; transfer of the registered office abroad; change in the corporate purpose; or modification of the bylaws so as to abolish or modify the powers specified under a), b), c) and d) of this clause. The order exercising the power of veto may be challenged within sixty days by the dissenting shareholders before the regional administrative court of Lazio;

d) appointment of a Director without the right to vote. In the event that the Director appointed in this way is terminated from office, the Minister of the Economy and Finance, in agreement with the Minister of Productive Activities, will appoint a substitute.

The persistence of the reasons that justify the clause referred to in paragraph 1 of this Article 6.2 shall be subject to review after a period of five years from its inclusion, partly in consideration of the progress made in the liberalization of energy sources in Europe. Any revisions after the aforesaid review shall be made to implement a decree of the Prime Minister adopted upon proposal of the Minister of the Economy and Finance, in agreement with the Minister of Productive Activities.

article 7 7.1 Each shareholder is entitled to withdraw from the Company in the cases provided for by the law, except as otherwise provided for by Article 7.2.

7.2 There shall be no right of withdrawal in case of:

a) extension of the term of the Company;

b) introduction, modification or removal of limits on the circulation of the shares.

article 8 8.1 The issue of bonds shall be resolved by the Directors in accordance with the law.

Title IV

Shareholders’ Meetings

article 9 9.1 Ordinary and extraordinary Shareholders’ Meetings shall normally be held in the municipality where the Company’s registered office is located. The Board of Directors may determine otherwise, provided the venue is in Italy.

9.2 An ordinary Shareholders’ Meeting must be called at least once a year, to approve the financial statements, within one hundred and twenty days after the end of the accounting period, or within one hundred and eighty days, the Company being required to prepare the consolidated financial statements, or in any case whenever required by particular needs regarding the structure and purpose of the Company.

article 10 10.1 Participation in Shareholders’ Meetings is restricted to those who deposit their shares at least two days prior to the date set for a given meeting and do not withdraw them before the meeting has taken place.

article 11 11.1 Any shareholder entitled to participate in a meeting may appoint a representative to act in his behalf according to the provisions of law by means of a written proxy. In order to facilitate the collection of proxies from the shareholders who are employees of the Company and its subsidiaries and members of shareholder associations satisfying the requirements set by the regulations in force, facilities for communication and for the collection of proxies shall be made available to the aforesaid associations according to the terms and procedures agreed upon each time with their legal representatives.

11.2 Shareholders’ Meetings shall be conducted according to a special regulation approved by a resolution of an ordinary Shareholders’ Meeting.

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article 12 12.1 Shareholders’ Meetings shall be chaired by the Chairman of the Board of Directors or, if it happens that he or she is not available, by the Deputy Chairman if one has been appointed, or if both are absent, the meeting shall be chaired by a person designated by the Board, failing which the meeting shall elect its Chairman.

12.2 The Chairman of a Shareholders’ Meeting shall be assisted by a Secretary (who need not be a shareholder) designated by the participants in the meeting, and may appoint one or more tellers.

article 13 13.1 Excepting as provided for by Article 20.2, meetings shall resolve on all matters authorized by law.

13.2 At both ordinary and extraordinary Shareholders’ Meetings, whether held on the first, second or third call, resolutions shall be adopted by the majority required by law in each case.

13.3 The resolutions approved by a Shareholders’ Meeting according to the law and these bylaws shall be binding upon all shareholders, even if they did not attend or voted against the resolution.

Title V

Board of Directors

article 14 14.1 The Company shall be managed by a Board of Directors composed of no fewer than three and no more than nine members, to which may be added a Director appointed pursuant to Article 6.2, letter d) of these bylaws. A Shareholders’ Meeting shall determine their number within the aforesaid limits.

14.2 The Board of Directors shall serve for a term of up to three accounting periods and its members shall be eligible for re-election.

14.3 With the exception of the one who may be appointed under Article 6.2, d) of these bylaws, the Directors shall be elected by a Shareholders’ Meeting on the basis of slates presented by the shareholders and by the outgoing Board of Directors. Within each slate, the candidates are to be numbered progressively.

In the event the outgoing Board of Directors presents a slate of its own, the same is

to be lodged at the registered office and published in at least three Italian daily newspapers with nationwide circulation, including two financial ones, at least twenty days before the first meeting date.

The slates presented by the shareholders are to be lodged at the registered office and published in the same way as indicated above at least ten days before the first meeting date.

Each shareholder may present or participate in presenting only one slate and each candidate may be presented on only one slate under pain of ineligibility.

Only those shareholders who, alone or together with other shareholders, represent at least 1% of the shares with voting rights in the Shareholders’ Meeting are entitled to present slates. In order to prove their right to present slates, at least five days prior to the first meeting date shareholders are obliged to present and/or deliver to the registered office a copy of the documentation proving ownership of the number of shares required.

The declarations of the individual candidates, in which they accept their candidacies and certify, under their own responsibility, the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law for their respective offices, are to be lodged together with each slate by the respective deadlines specified above.

All those entitled to vote may vote for only one slate.

The procedure for electing the Directors is to be as follows:

a) four-fifths of the Directors to be elected, rounding down any fraction to the unit, shall be drawn from the slate that has obtained the most votes cast by the shareholders in the order in which they are listed on the slate;

b) the remaining Directors shall be drawn from the other slates; for this purpose, the votes obtained by these slates shall be divided successively by one, two, three and so forth according to the number of Directors to be elected. The numbers obtained in this way shall be attributed to the candidates of such slates in the order in which they rank in the slate. The numbers thus attributed to the candidates of the various slates shall be arranged in decreasing order in a single ranking. The candidates who have obtained the highest numbers shall become Directors.

In the event that more than one candidate has obtained the same number, the candidate of the slate that has not yet elected a Director or that has elected the fewest Directors shall be appointed Director.

In the event that no Director has been elected yet from any of these slates or that the same number of Directors has been elected from each slate, the candidate of the slate that has obtained the most votes shall be appointed Director. If there is a tie in terms of both numbers assigned and votes obtained

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by each slate, the entire Shareholders’ Meeting shall vote again and the candidate who obtains a simple majority of the votes will be appointed Director;

c) when less than the entire Board of Directors is being elected, the Shareholders’ Meeting will resolve according to the majorities provided for by the law, without following the procedure specified above.

14.4 Even during a Board’s term, a Shareholders’ Meeting may change the number of the members of the Board of Directors within the limits referred to in 14.1 above and proceed to elect them. The term of the Directors so elected is to end at the same time as that of the Directors in office.

14.5 Should one or more vacancies occur on the Board during the accounting period, steps shall be taken in accordance with section 2386 of the Civil Code, except with regard to the Director who may be appointed pursuant to Article 6.2, d) of these bylaws. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In the event that the majority of the offices of the Directors elected by the shareholders becomes vacant, the entire Board is to be deemed to have resigned and the Directors still in office must promptly call a meeting of the shareholders to elect a new Board.

article 15 15.1 If a Shareholders’ Meeting has not elected a Chairman of the Board, the Board shall elect one of its members to that position. It may elect a Deputy Chairman, who shall stand in for the Chairman in the event of his or her unavailability.

15.2 Upon the Chairman’s proposal, the Board shall appoint a Secretary, who need not have any connection with the Company.

article 16 16.1 The Board shall meet at the place designated in the notice whenever the Chairman or, in case the latter is unavailable, the Deputy Chairman deems necessary. The Board may also be convened in the ways provided for in Article 25.5 of these bylaws. The Board of Directors must also be convened when at least two Directors – or one if the Board consists of three members – so request in writing to resolve on a specific matter (to be indicated in the aforesaid request) regarding the management of the Company that they consider to be of particular importance.

16.2 Board meetings may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need be; in such case, the meeting of the Board of Directors shall be deemed held in the place where whoever chairs the meeting is and where the Secretary must also be in order to allow the related minutes to be drawn up and signed.

16.3 The Board shall normally be called at least five days before the date on which the meeting is to be held. This period may be shorter in urgent cases. The Board of Directors shall decide the procedures for convening its own meetings.

article 17 17.1 Board meetings shall be chaired by the Chairman or, if the latter is absent or detained, by the Deputy Chairman if one has been appointed. If the latter is also absent, they are to be chaired by the oldest Director entitled to vote.

article 18 18.1 The quorum for meetings of the Board shall be a majority of the Directors in office.

18.2 Resolutions shall be adopted by an absolute majority of the Directors present who are entitled to vote; in case of a tie, the vote of the person chairing the meeting shall be decisive.

article 19 19.1 The resolutions of the Board of Directors shall appear in minutes which, signed by whoever chairs the meeting and by the Secretary, are to be transcribed in a book kept according to the law for this purpose.

19.2 Copies of the minutes shall be fully certified if signed by the Chairman or whoever acts in his or her behalf, and by the Secretary.

article 20 20.1 Management of the Company is the exclusive responsibility of the Directors, who shall carry out the actions necessary to achieve the corporate purpose.

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20.2 In addition to exercising the powers entrusted to it by the law, the Board of Directors shall have the power to adopt resolutions concerning:

a) mergers and demergers in the cases provided for by the law;

b) the establishment or elimination of secondary headquarters;

c) which of the Directors shall represent the Company;

d) the reduction of the share capital in case of the withdrawal of one or more shareholders;

e) the harmonization of the bylaws with provisions of the law;

f) the transfer of the registered office within Italy.

20.3 The delegated bodies shall promptly report to the Board of Directors and the Board of Statutory Auditors – or, absent the delegated bodies, the Directors shall promptly report to the Board of Statutory Auditors – at least quarterly, and in any case during the meetings of the Board of Directors, on the activity carried out, the management of the Company in general and the prospects for the future, as well as the most important transactions affecting the income statement, cash flow and the balance sheet, or in any case that are most important because of their size or characteristics carried out by the Company and its subsidiaries; they shall specifically report on transactions in which they have an interest themselves or on behalf of third parties or that are influenced by the entity – if there is one – who directs and coordinates the Company.

article 21 21.1 Within the limits set forth in section 2381 of the Civil Code, the Board of Directors may delegate powers to one of its members, determining the content, the limits and any procedures of exercise of the delegation. Upon proposal by the Chairman and in agreement with the Chief Executive Officer, the Board may delegate powers to others among its members for single acts or classes of acts.

21.2 Within the limits of the authority conferred on him, the Chief Executive Officer shall have the power to delegate single acts or classes of acts to employees of the Company or to third parties, authorizing sub-delegation.

article 22 22.1 The legal authority to represent the Company and sign documents on its behalf is vested in both the Chairman of the Board of Directors and the Chief Executive Officer and, in the event that the former is unavailable, the Deputy Chairman if one has been appointed. The signature of the Deputy Chairman shall attest vis-à-vis third parties the Chairman’s unavailability.

22.2 The above legal representatives may delegate the power to represent the Company, including in court, to third parties, who may also be authorized to sub-delegate.

article 23 23.1 The members of the Board of Directors shall be entitled to compensation in an amount to be determined by a meeting of the shareholders. Once adopted, the resolution shall apply during subsequent accounting periods until a Shareholders’ Meeting determines otherwise.

23.2 The compensation of Directors entrusted with specific tasks in accordance with the bylaws shall be established by the Board of Directors after receiving the opinion of the Board of Statutory Auditors.

article 24 24.1 The Chairman shall:

a) have the power to represent the Company pursuant to Article 22.1;

b) preside at meetings of the shareholders pursuant to Article 12.1;

c) call and preside at meetings of the Board of Directors pursuant to Articles 16 and 17.1, establish the agenda, coordinate the proceedings, and see that adequate information on the matters on the agenda is provided to all the Directors;

d) ascertain that the resolutions of the Board are carried out.

Title VI

Board of Statutory Auditors

article 25 25.1 A Shareholders’ Meeting shall elect the Board of Statutory Auditors, which is to be composed of three regular members, and shall determine their compensation. Two alternate members shall also be elected by a Shareholders’ Meeting. The members of the Board of Statutory Auditors must possess the requisites of professionalism and honorableness specified in the Ministry of Justice’s decree n. 162 of March 30, 2000. For the purposes of the provisions of section 1, paragraph 2, b) and c) of this decree, the following are considered closely connected with the scope of the Company’s business activities: subjects pertaining to commercial law and tax law, business economics and business finance, as well as subjects and fields of activity

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pertaining to energy in general, communications, telematics and information technology, and network structures.

In addition to the situations of ineligibility specified by the law, those who are regular members of the Board of Statutory Auditors in five or more companies not controlled by ENEL S.p.a. issuing securities in the regulated markets may not be elected to the Board of Statutory Auditors, and if elected shall be debarred from office.

25.2 Regular members of the Board of Statutory Auditors and alternate members shall be elected by Shareholders’ Meetings on the basis of the slates presented by the shareholders, on which the candidates are to be numbered progressively.

The procedures of Article 14.3 of these bylaws shall apply to the presentation, lodgment and publication of the slates.

The slates are to be divided into two sections: one for the candidates for the office of regular auditor and the other for candidates for the office of alternate auditor. The first candidate in each section must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years.

Two regular members of the Board of Statutory Auditors and an alternate member are to be drawn, in the numerical order in which they were listed in each section, from the slate that has obtained the most votes. The remaining regular member and the remaining alternate are to be elected according to the procedures specified in Article 14.3, b), to be applied separately to each of the sections in which the other slates are divided.

When less than the entire Board is being elected, the Shareholders’ Meeting shall resolve according to the majorities provided for by the law, without following the procedure specified above, but in any case in such a way as to ensure that the composition of the Board of Statutory Auditors is in accordance with the provisions of section 1, paragraph 1, of the Ministry of Justice’s decree n. 162 of March 30, 2000. In the event that one of the members drawn from the slate that obtained the most votes is substituted, his or her place shall be taken by the alternate member drawn from the same slate. In the event that the member drawn from other slates is substituted, his or her place shall be taken by the alternate member elected according to the procedure specified by Article 14.3, b).

The chairmanship of the Board of Statutory Auditors shall fall to the first candidate on the slate that has obtained the most votes. In the event the Chairman is substituted, this office shall be filled by the other regular Auditor drawn from the same slate.

25.3 Auditors whose term has expired shall be eligible for re-election.

25.4 The meetings of the Board of Statutory Auditors may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need be; in such case, the meeting of the Board of Statutory Auditors shall be deemed held in the place where whoever chairs the meeting is.

25.5 Upon notice to the Chairman of the Board of Directors, the Board of Statutory Auditors may call a Shareholders’ Meeting and a Board of Directors’ meeting. The power of calling a meeting may also be exercised by at least two members of the Board of Statutory Auditors.

Title VII

Financial Statements and Earnings

article 26 26.1 The accounting period shall end on December 31 of every year.

26.2 At the end of each accounting period, the Board of Directors shall draw up the Company’s financial statements as required by law.

26.3 The Board of Directors is authorized to distribute interim dividends to shareholders during the course of the year.

article 27 27.1 Dividends not collected within five years from the day they become payable shall lapse in favor of the Company and be posted directly to reserves.

Title VIII

Dissolution and Liquidation of the Company

article 28 28.1 Should the Company be dissolved, a Shareholders’ Meeting is to determine the liquidation procedures and appoint one or more liquidators, establishing their powers and compensation.

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Title IX

Transitory and General Rules

article 29 29.1 Any matters not expressly provided for herein shall be governed by the provisions of the Civil Code and applicable statutes.

article 30 30.1 The Company is to continue to carry out all the activities that – under legislative decree n. 79 of March 16, 1999, published in the Gazzetta Ufficiale, issue 75 of March 31, 1999 – have been temporarily entrusted to it pending their award to other entities according to the provisions of the legislative decree.

Note

The Ente Nazionale per l’Energia Elettrica, a public statutory body established by Law n. 1643 of December 6, 1962, was transformed into a joint stock company by decree-law n. 333 of July 11, 1992, converted by Law n. 359 of August 8, 1992. A resolution adopted by the extraordinary Shareholders’ Meeting of August 7, 1992, changed the Company’s name to ENEL S.p.a.

The Company is entered under n. 00811720580 at the Company Register of Rome and is registered at the Rome R.E.A. under n. 756032.

20 > 21 Enel Societá per Azioni REGULATION OF THE MEETINGS OF THE SHAREHOLDERS OF ENEL SPA

SECTION I - PRELIMINARY PROVISIONS

Object

article 1 1.1 This regulation shall govern the ordinary and extraordinary meetings (the “Meeting” or the “Meetings”) of the shareholders and, when compatible, the meetings of the bondholders, of ENEL S.p.a. (“ENEL”).

1.2 This regulation shall be made available to the shareholders at ENEL’s registered office and at the venues where the Meetings are to be held.

SECTION II - QUORUM

Participation and attendance

article 2 2.1 Shareholders and others entitled to vote may participate in Meetings.

2.2 Executives and other employees of ENEL or Group companies may participate in Meetings, as well as other persons whose participation the Chairman considers useful in connection with the matters to be discussed or for conducting the Meeting.

2.3 Experts, financial analysts and accredited journalists may attend the Meetings with the consent of the Chairman.

2.4 Before introducing the matters on the agenda, the Chairman shall inform the shareholders of the persons indicated in paragraphs 2 and 3 of this article who are participating or are merely attending.

Verification of the right to participate in Meetings and access to Meeting premises

article 3 3.1 Verification of the right to participate in Meetings and vote shall begin at the venue where a Meeting is to be held at least one hour before the Meeting is to begin, unless a different time is indicated in the Meeting notice.

3.2 Those entitled to participate in Meetings and vote must show identification and the certification indicated in the Meeting notice to the auxiliary personnel at the entrance to the premises where the Meeting is to take place. The auxiliary personnel shall issue a special document, which is to be kept for as long as the Meeting lasts.

3.3 Such participants who for any reason leave the premises where the Meeting is being held must notify the auxiliary personnel.

3.4 In order to facilitate verification of their right to participate in a Meeting, shareholders and others entitled to vote may have the documentation confirming such right delivered to ENEL’s Department of Corporate Affairs according to the procedures and by the deadlines contained in the Meeting notice.

3.5 In order to facilitate verification of their representative powers, those intending to participate in a Meeting as the representatives of shareholders or of other persons entitled to vote may have the documentation confirming such powers delivered to ENEL’s Department of Corporate Affairs according to the procedures and by the deadlines contained in the Meeting notice.

3.6 Unless the Chairman decides otherwise, no cameras, video equipment or similar devices, or recording instruments of any kind, may be used on the premises where a Meeting is being held. In the event the Chairman authorizes the use of such devices, he or she shall determine the conditions and limits thereof.

Quorum and call to order

article 4 4.1 At the time stated in the Meeting notice, the person specified by the bylaws shall take the chair of the Meeting.

4.2 The Chairman shall be assisted by a secretary, who may be a person other than a shareholder, appointed by the shareholders upon the Chairman’s proposal. The Chairman may request the assistance of the secretary even when the drafting of the minutes is entrusted to a notary public. The secretary and the notary public may appoint assistants and may make use of audio and/or video recording devices only as personal aids in preparing the minutes.

4.3 The Chairman may appoint one or more tellers, not necessarily shareholders, and set up a chair’s staff.

4.4 To maintain order, the Chairman shall make use of specially designated auxiliary personnel provided with special identification badges.

22 > 23 Enel Societá per Azioni REGULATION OF THE MEETINGS OF THE SHAREHOLDERS OF ENEL SPA

4.5 The Chairman may call for assistance on the persons authorized to participate in the Meeting, including instructing them to introduce the matters on the agenda and to reply to questions regarding determined matters.

4.6 The Chairman may also call for assistance on specially invited external experts.

4.7 The Chairman shall resolve any disputes regarding the right to participate and vote, including cases brought to his attention by the auxiliary personnel.

4.8 The Chairman shall announce how many shareholders and other persons entitled to vote are present, as well as the capital share they represent. Having ascertained that there is a quorum, the Chairman shall call the Meeting to order.

4.9 If a quorum is not reached after no less than one hour has passed from the time set for the Meeting to begin, the Chairman shall announce the fact and postpone consideration of the matters on the agenda until the subsequent call.

SECTION III — DISCUSSION

Agenda

article 5 5.1 The Chairman and, at his or her request, those who assist him or her in accordance with article 4, paragraph 5 of this regulation, shall introduce the matters on the agenda and the proposals submitted to the shareholders for approval. Unless the Meeting is opposed, the Chairman may have the aforesaid matters and proposals considered in a different order from the one stated in the Meeting notice and may have all or some of the matters on the agenda discussed at the same time.

Speaking from the floor and rejoinders

article 6 6.1 The Chairman shall conduct the discussion, giving the floor to the Directors, the Statutory Auditors and those who request it in accordance with this article.

6.2 All those entitled to vote and the common representative of the bondholders may request the floor to speak on the matters under discussion only once, making observations and requesting information. Those entitled to vote may also make

proposals. Requests for the floor may be presented from the time the quorum is determined until the Chairman closes the discussion of the matter concerned. In order to ensure the orderly conduct of the Meeting, the Chairman shall have the power to set, at the beginning of or during the discussion of each matter, a deadline for the presentation of requests for the floor.

6.3 The Chairman shall establish the rules for requesting and using the floor, as well as the order in which participants obtain the floor.

6.4 The Chairman and, at his or her request, those who assist him or her in accordance with article 4, paragraph 5 of this regulation, shall reply to participants who speak on matters being discussed after all of them have spoken or after each one has spoken.

6.5 Those who have requested the floor shall be entitled to a brief rejoinder.

6.6 Taking into account the nature and the importance of the specific matters under discussion, as well as the number of those requesting the floor, the Chairman shall predetermine the time limits for speaking from the floor and for rejoinders - normally no more than ten minutes for the former and five minutes for the latter - in order to ensure that the Meeting be able to conclude its business at one sitting. When such time is about to run out, the Chairman shall request whoever has the floor to conclude.

6.7 When all participants requesting the floor have spoken and the replies and, if any, the rejoinders are over, the Chairman shall declare the discussion closed.

Suspension and adjournment of Meetings

article 7 7.1 While the Meeting is in progress, the Chairman may briefly suspend the same if he or she deems it advisable and explains his or her decision.

7.2 Subject to the provisions of section 2374 of the Civil Code, by a resolution of the majority of the share capital represented, adopted upon proposal of the Chairman or of participants representing at least 1% of the share capital, the shareholders may decide to adjourn the Meeting, setting the venue, date and time for the continuation thereof within a period that is appropriate with respect to the reasons for the adjournment and, in any event, is no longer than thirty days.

24 > 25 Enel Societá per Azioni REGULATION OF THE MEETINGS OF THE SHAREHOLDERS OF ENEL SPA

Powers of the Chairman

article 8 8.1 In order to guarantee the proper conduct of business and the exercise of participants’ rights, the Chairman may deny the floor in the event a participant speaks without being entitled to do so or continues to speak after the predetermined time limit has expired.

8.2 After calling the speaker to order, the Chairman may deny the floor to the former in cases of manifest irrelevance of what is being said to the matter under discussion.

8.3 The Chairman may deny the floor in all cases in which the participant speaking utters unbecoming or offensive expressions, behaves similarly, makes threats, or instigates violence and disorder.

8.4 In the event one or more participants prevent others from discussing or by their behavior create a situation that clearly hinders the regular conduct of the Meeting, the Chairman shall call them to order and to observance of the regulation. In case such call is to no avail, the Chairman may expel previously warned persons from the Meeting premises for the entire duration of the discussion.

SECTION IV - VOTING

Preliminary operations

article 9 9.1 Before calling for a vote, the Chairman shall allow any participants who may have been expelled under article 8 of this regulation to return to the Meeting.

9.2 The Chairman may instruct the entitled participants to vote on the matters on the agenda at the end of the discussion of each matter or at the end of the discussion of all or several of the matters.

Voting

article 10 10.1 The Chairman shall decide the order in which proposed resolutions on the separate matters on the agenda are put to a vote, normally giving precedence to those proposed, if any, by the Board of Directors.

10.2 The Chairman shall decide the procedure for expressing, recording and counting votes and may set a time limit by which votes must be expressed.

10.3 Votes expressed with procedures other than those indicated by the Chairman shall be null and void.

10.4 Shareholders who vote against or abstain must give their name to the auxiliary personnel.

10.5 When voting is over, the votes shall be counted, after which the Chairman - who may be assisted by the secretary or the notary public – shall inform the Meeting of the results thereof.

SECTION V - TERMINATION

Termination of the Meeting

article 11 11.1 When all the matters on the agenda have been discussed and voted upon, the Chairman shall terminate the Meeting.

SECTION VI - FINAL PROVISIONS

Final provisions

article 12 12.1 In addition to the provisions of this regulation, the Chairman may adopt all measures deemed advisable in order to guarantee the proper conduct of the Meeting and the exercise of participants’ rights.

12.2 All matters not provided for in this regulation shall be subject to the provisions of the Civil Code, applicable statutes and ENEL’s bylaws.

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Corporate Bylaws Regulation of the meetings of the shareholders of Enel SpA May 2004

	>		a maximum amount of 39,245,000 euro through the issue of a maximum number of 39,245,000 new ordinary shares with a par value of 1 euro each, at the price of 6.426 euro determined by the Board of Directors on March 28, 2002;

	>		a maximum of 2,503,500 euro through the issue of a maximum number of 2,503,500 new ordinary shares with a par value of 1 euro each, at the price of 6.48 euro determined by the Board of Directors on September 12, 2002.

		and/or subsidiaries thereof pursuant to section 2359 of the Civil Code who are the beneficiaries of the Plan, with the exclusion of preemptive rights pursuant to the combined provisions of section 2441, last paragraph, of the Civil Code and section 134, paragraph 2, of legislative decree n. 58 of February 24, 1998.

		The right to subscribe to these shares shall be personal and not transferable inter vivos. Resolutions of the Board of Directors shall set deadlines for subscription of the shares and shall provide that, in the event the increase resolved upon is not subscribed by the deadline set each time for that purpose, the share capital shall be increased by an amount equal to the subscriptions received up to such deadline.

article 6		6.1 Pursuant to section 3 of decree-law n. 332 of May 31, 1994, converted with revisions by Law n. 474 of July 30, 1994, no one, in whatever capacity, may own shares constituting more than 3% of the share capital, subject to the provisions of the law. This limit on share ownership shall be calculated taking into account the total shareholding of a controlling entity, whether a natural or legal person or corporation; of all directly or indirectly controlled entities, as well as of the entities under a common control; of affiliates as well as natural persons related by blood or marriage until the second decree, including his or her spouse unless legally separated.

		Control shall be deemed to exist, including with regard to persons or entities other than companies, in the cases provided for by section 2359, paragraphs 1 and 2, of the Civil Code. Affiliation shall be deemed to exist in the situations mentioned in section 2359, paragraph 3, of the Civil Code, as well as among persons or entities that, directly or indirectly, through subsidiaries other than investment management companies, enter into agreements – including those with third parties – regarding the exercise of voting rights or the transfer of shares of or interests in other companies, or any other agreements mentioned in section 122 of legislative decree n. 58 of February 24, 1998 with respect to third-party companies in the event that such agreements regard at least 10% of the voting stock if the companies concerned are listed or 20% if the companies concerned are not listed.

		Calculation of the aforesaid limit on stock ownership (3%) shall also take into account the shares held through fiduciaries and/or nominees, or in general through intermediaries. Voting rights attributable to shares held in excess of the aforesaid limit may not be exercised and the voting rights of each of the parties concerned by the ownership limit will be reduced pro rata, unless a different prior indication has been jointly given by the shareholders concerned. A resolution passed with the votes of shares held in violation of the limit may be challenged in court under section 2377 of the Civil Code, provided that the resolution would not have been passed without the votes relating to shares held in violation of the limit.

	a)		opposition to the acquisition by persons or entities affected by the limit on stock ownership specified in section 3 of decree-law n. 332 of May 31, 1994, converted with revisions by Law n. 474 of July 30, 1994, of significant holdings, by which is meant – as established by a decree of the Minister of the Economy and Finance – those equal to or exceeding 3% of the share capital represented by shares with voting rights at ordinary Shareholders’ Meetings. The opposition must be expressed within ten days from the date of notice to be given by the Board of Directors when the request is made for registration in the shareholders’ register, in the event the Minister considers the transaction to be detrimental to vital national interests. Until the deadline for exercising the power of opposition has passed, the right to vote and all other rights other than economic ones pertaining to the shares that represent the significant holding shall be suspended. In the event the power of opposition is exercised – through an order duly justified with regard to the concrete detriment the transaction causes to vital national interests – the transferee may not exercise the right to vote nor any other right other than economic ones pertaining to the shares that represent the significant holding and must dispose of the shares in question within one year. In case of failure to comply, upon request by the Minister of the Economy and Finance a court will order the sale of the shares that represent the significant holding according to the procedures specified in section 2359-ter of the Civil Code. The transferee may challenge the order exercising the power of opposition within sixty days before the regional administrative court of Lazio;

	b)		opposition to the agreements referred to in section 122 of the consolidation law referred to in legislative decree n. 58 of February 24, 1998 in the event that they regard at least one-twentieth of the capital stock consisting of shares with voting rights at ordinary Shareholders’ Meetings or a lower percentage to be established by a decree of the Minister of the Economy and Finance. For purposes of exercising the power of opposition, the CONSOB shall inform the Minister of the Economy and Finance of the significant agreements and pacts described in this Article of which it has received notice in compliance with the above-mentioned section 122 of the consolidation law referred to in legislative decree n. 58 of 1998. The power of opposition must be exercised within ten

			days from the date of the notice given by the CONSOB. Until the deadline for exercising the power of opposition has passed, the right to vote and all other rights other than the economic ones of the shareholders participating in the agreement shall be suspended. In the event the order of opposition – duly justified with regard to the concrete detriment the aforesaid agreements cause to vital national interests – is issued, the agreements shall not be effective. If it can be inferred from their conduct at a Shareholders’ Meeting that the shareholders participating in the syndicate are keeping the commitments made when they joined the pacts referred to in the above-mentioned section 122 of the consolidation law referred to in legislative decree n. 58 of 1998, resolutions adopted with the decisive vote of the aforesaid shareholders may be challenged in court. The order exercising the power of opposition may be challenged within sixty days by the shareholders participating in the agreements before the regional administrative court of Lazio;

	c)		veto, duly justified with regard to the concrete detriment caused to vital national interests, of the adoption of resolutions regarding dissolution of the Company; transfer of its business, merger or demerger; transfer of the registered office abroad; change in the corporate purpose; or modification of the bylaws so as to abolish or modify the powers specified under a), b), c) and d) of this clause. The order exercising the power of veto may be challenged within sixty days by the dissenting shareholders before the regional administrative court of Lazio;

	d)		appointment of a Director without the right to vote. In the event that the Director appointed in this way is terminated from office, the Minister of the Economy and Finance, in agreement with the Minister of Productive Activities, will appoint a substitute.

a)		extension of the term of the Company;

b)		introduction, modification or removal of limits on the circulation of the shares.

article 8		8.1 The issue of bonds shall be resolved by the Directors in accordance with the law.

		Title IV

		Shareholders’ Meetings

article 9		9.1 Ordinary and extraordinary Shareholders’ Meetings shall normally be held in the municipality where the Company’s registered office is located. The Board of Directors may determine otherwise, provided the venue is in Italy.

		9.2 An ordinary Shareholders’ Meeting must be called at least once a year, to approve the financial statements, within one hundred and twenty days after the end of the accounting period, or within one hundred and eighty days, the Company being required to prepare the consolidated financial statements, or in any case whenever required by particular needs regarding the structure and purpose of the Company.

article 10		10.1 Participation in Shareholders’ Meetings is restricted to those who deposit their shares at least two days prior to the date set for a given meeting and do not withdraw them before the meeting has taken place.

article 11		11.1 Any shareholder entitled to participate in a meeting may appoint a representative to act in his behalf according to the provisions of law by means of a written proxy. In order to facilitate the collection of proxies from the shareholders who are employees of the Company and its subsidiaries and members of shareholder associations satisfying the requirements set by the regulations in force, facilities for communication and for the collection of proxies shall be made available to the aforesaid associations according to the terms and procedures agreed upon each time with their legal representatives.

		11.2 Shareholders’ Meetings shall be conducted according to a special regulation approved by a resolution of an ordinary Shareholders’ Meeting.

article 12		12.1 Shareholders’ Meetings shall be chaired by the Chairman of the Board of Directors or, if it happens that he or she is not available, by the Deputy Chairman if one has been appointed, or if both are absent, the meeting shall be chaired by a person designated by the Board, failing which the meeting shall elect its Chairman.

		12.2 The Chairman of a Shareholders’ Meeting shall be assisted by a Secretary (who need not be a shareholder) designated by the participants in the meeting, and may appoint one or more tellers.

article 13		13.1 Excepting as provided for by Article 20.2, meetings shall resolve on all matters authorized by law.

		13.2 At both ordinary and extraordinary Shareholders’ Meetings, whether held on the first, second or third call, resolutions shall be adopted by the majority required by law in each case.

		13.3 The resolutions approved by a Shareholders’ Meeting according to the law and these bylaws shall be binding upon all shareholders, even if they did not attend or voted against the resolution.

		Title V Board of Directors

article 14		14.1 The Company shall be managed by a Board of Directors composed of no fewer than three and no more than nine members, to which may be added a Director appointed pursuant to Article 6.2, letter d) of these bylaws. A Shareholders’ Meeting shall determine their number within the aforesaid limits.

		14.2 The Board of Directors shall serve for a term of up to three accounting periods and its members shall be eligible for re-election.

		14.3 With the exception of the one who may be appointed under Article 6.2, d) of these bylaws, the Directors shall be elected by a Shareholders’ Meeting on the basis of slates presented by the shareholders and by the outgoing Board of Directors. Within each slate, the candidates are to be numbered progressively.

		In the event the outgoing Board of Directors presents a slate of its own, the same is

		to be lodged at the registered office and published in at least three Italian daily newspapers with nationwide circulation, including two financial ones, at least twenty days before the first meeting date.

		The slates presented by the shareholders are to be lodged at the registered office and published in the same way as indicated above at least ten days before the first meeting date.

		Each shareholder may present or participate in presenting only one slate and each candidate may be presented on only one slate under pain of ineligibility.

		Only those shareholders who, alone or together with other shareholders, represent at least 1% of the shares with voting rights in the Shareholders’ Meeting are entitled to present slates. In order to prove their right to present slates, at least five days prior to the first meeting date shareholders are obliged to present and/or deliver to the registered office a copy of the documentation proving ownership of the number of shares required.

		The declarations of the individual candidates, in which they accept their candidacies and certify, under their own responsibility, the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law for their respective offices, are to be lodged together with each slate by the respective deadlines specified above.

		All those entitled to vote may vote for only one slate.

		The procedure for electing the Directors is to be as follows:

	a)		four-fifths of the Directors to be elected, rounding down any fraction to the unit, shall be drawn from the slate that has obtained the most votes cast by the shareholders in the order in which they are listed on the slate;

	b)		the remaining Directors shall be drawn from the other slates; for this purpose, the votes obtained by these slates shall be divided successively by one, two, three and so forth according to the number of Directors to be elected. The numbers obtained in this way shall be attributed to the candidates of such slates in the order in which they rank in the slate. The numbers thus attributed to the candidates of the various slates shall be arranged in decreasing order in a single ranking. The candidates who have obtained the highest numbers shall become Directors.

			In the event that more than one candidate has obtained the same number, the candidate of the slate that has not yet elected a Director or that has elected the fewest Directors shall be appointed Director.

			In the event that no Director has been elected yet from any of these slates or that the same number of Directors has been elected from each slate, the candidate of the slate that has obtained the most votes shall be appointed Director. If there is a tie in terms of both numbers assigned and votes obtained

			by each slate, the entire Shareholders’ Meeting shall vote again and the candidate who obtains a simple majority of the votes will be appointed Director;

	c)		when less than the entire Board of Directors is being elected, the Shareholders’ Meeting will resolve according to the majorities provided for by the law, without following the procedure specified above.

		14.4 Even during a Board’s term, a Shareholders’ Meeting may change the number of the members of the Board of Directors within the limits referred to in 14.1 above and proceed to elect them. The term of the Directors so elected is to end at the same time as that of the Directors in office.

		14.5 Should one or more vacancies occur on the Board during the accounting period, steps shall be taken in accordance with section 2386 of the Civil Code, except with regard to the Director who may be appointed pursuant to Article 6.2, d) of these bylaws. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In the event that the majority of the offices of the Directors elected by the shareholders becomes vacant, the entire Board is to be deemed to have resigned and the Directors still in office must promptly call a meeting of the shareholders to elect a new Board.

article 15		15.1 If a Shareholders’ Meeting has not elected a Chairman of the Board, the Board shall elect one of its members to that position. It may elect a Deputy Chairman, who shall stand in for the Chairman in the event of his or her unavailability.

		15.2 Upon the Chairman’s proposal, the Board shall appoint a Secretary, who need not have any connection with the Company.

article 16		16.1 The Board shall meet at the place designated in the notice whenever the Chairman or, in case the latter is unavailable, the Deputy Chairman deems necessary. The Board may also be convened in the ways provided for in Article 25.5 of these bylaws. The Board of Directors must also be convened when at least two Directors – or one if the Board consists of three members – so request in writing to resolve on a specific matter (to be indicated in the aforesaid request) regarding the management of the Company that they consider to be of particular importance.

		16.2 Board meetings may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need be; in such case, the meeting of the Board of Directors shall be deemed held in the place where whoever chairs the meeting is and where the Secretary must also be in order to allow the related minutes to be drawn up and signed.

		16.3 The Board shall normally be called at least five days before the date on which the meeting is to be held. This period may be shorter in urgent cases. The Board of Directors shall decide the procedures for convening its own meetings.

article 17		17.1 Board meetings shall be chaired by the Chairman or, if the latter is absent or detained, by the Deputy Chairman if one has been appointed. If the latter is also absent, they are to be chaired by the oldest Director entitled to vote.

article 18		18.1 The quorum for meetings of the Board shall be a majority of the Directors in office.

		18.2 Resolutions shall be adopted by an absolute majority of the Directors present who are entitled to vote; in case of a tie, the vote of the person chairing the meeting shall be decisive.

article 19		19.1 The resolutions of the Board of Directors shall appear in minutes which, signed by whoever chairs the meeting and by the Secretary, are to be transcribed in a book kept according to the law for this purpose.

		19.2 Copies of the minutes shall be fully certified if signed by the Chairman or whoever acts in his or her behalf, and by the Secretary.

article 20		20.1 Management of the Company is the exclusive responsibility of the Directors, who shall carry out the actions necessary to achieve the corporate purpose.

	a)		mergers and demergers in the cases provided for by the law;

	b)		the establishment or elimination of secondary headquarters;

	c)		which of the Directors shall represent the Company;

	d)		the reduction of the share capital in case of the withdrawal of one or more shareholders;

	e)		the harmonization of the bylaws with provisions of the law;

	f)		the transfer of the registered office within Italy.

		20.3 The delegated bodies shall promptly report to the Board of Directors and the Board of Statutory Auditors – or, absent the delegated bodies, the Directors shall promptly report to the Board of Statutory Auditors – at least quarterly, and in any case during the meetings of the Board of Directors, on the activity carried out, the management of the Company in general and the prospects for the future, as well as the most important transactions affecting the income statement, cash flow and the balance sheet, or in any case that are most important because of their size or characteristics carried out by the Company and its subsidiaries; they shall specifically report on transactions in which they have an interest themselves or on behalf of third parties or that are influenced by the entity – if there is one – who directs and coordinates the Company.

article 21		21.1 Within the limits set forth in section 2381 of the Civil Code, the Board of Directors may delegate powers to one of its members, determining the content, the limits and any procedures of exercise of the delegation. Upon proposal by the Chairman and in agreement with the Chief Executive Officer, the Board may delegate powers to others among its members for single acts or classes of acts.

		21.2 Within the limits of the authority conferred on him, the Chief Executive Officer shall have the power to delegate single acts or classes of acts to employees of the Company or to third parties, authorizing sub-delegation.

article 22		22.1 The legal authority to represent the Company and sign documents on its behalf is vested in both the Chairman of the Board of Directors and the Chief Executive Officer and, in the event that the former is unavailable, the Deputy Chairman if one has been appointed. The signature of the Deputy Chairman shall attest vis-à-vis third parties the Chairman’s unavailability.

		22.2 The above legal representatives may delegate the power to represent the Company, including in court, to third parties, who may also be authorized to sub-delegate.

article 23		23.1 The members of the Board of Directors shall be entitled to compensation in an amount to be determined by a meeting of the shareholders. Once adopted, the resolution shall apply during subsequent accounting periods until a Shareholders’ Meeting determines otherwise.

		23.2 The compensation of Directors entrusted with specific tasks in accordance with the bylaws shall be established by the Board of Directors after receiving the opinion of the Board of Statutory Auditors.

article 24		24.1 The Chairman shall:

a)		have the power to represent the Company pursuant to Article 22.1;

b)		preside at meetings of the shareholders pursuant to Article 12.1;

c)		call and preside at meetings of the Board of Directors pursuant to Articles 16 and 17.1, establish the agenda, coordinate the proceedings, and see that adequate information on the matters on the agenda is provided to all the Directors;

d)		ascertain that the resolutions of the Board are carried out.

		Title VI
		Board of Statutory Auditors

article 25		25.1 A Shareholders’ Meeting shall elect the Board of Statutory Auditors, which is to be composed of three regular members, and shall determine their compensation. Two alternate members shall also be elected by a Shareholders’ Meeting. The members of the Board of Statutory Auditors must possess the requisites of professionalism and honorableness specified in the Ministry of Justice’s decree n. 162 of March 30, 2000. For the purposes of the provisions of section 1, paragraph 2, b) and c) of this decree, the following are considered closely connected with the scope of the Company’s business activities: subjects pertaining to commercial law and tax law, business economics and business finance, as well as subjects and fields of activity

		pertaining to energy in general, communications, telematics and information technology, and network structures.

		In addition to the situations of ineligibility specified by the law, those who are regular members of the Board of Statutory Auditors in five or more companies not controlled by ENEL S.p.a. issuing securities in the regulated markets may not be elected to the Board of Statutory Auditors, and if elected shall be debarred from office.

		25.2 Regular members of the Board of Statutory Auditors and alternate members shall be elected by Shareholders’ Meetings on the basis of the slates presented by the shareholders, on which the candidates are to be numbered progressively.

		The procedures of Article 14.3 of these bylaws shall apply to the presentation, lodgment and publication of the slates.

		The slates are to be divided into two sections: one for the candidates for the office of regular auditor and the other for candidates for the office of alternate auditor. The first candidate in each section must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years.

		Two regular members of the Board of Statutory Auditors and an alternate member are to be drawn, in the numerical order in which they were listed in each section, from the slate that has obtained the most votes. The remaining regular member and the remaining alternate are to be elected according to the procedures specified in Article 14.3, b), to be applied separately to each of the sections in which the other slates are divided.

		When less than the entire Board is being elected, the Shareholders’ Meeting shall resolve according to the majorities provided for by the law, without following the procedure specified above, but in any case in such a way as to ensure that the composition of the Board of Statutory Auditors is in accordance with the provisions of section 1, paragraph 1, of the Ministry of Justice’s decree n. 162 of March 30, 2000. In the event that one of the members drawn from the slate that obtained the most votes is substituted, his or her place shall be taken by the alternate member drawn from the same slate. In the event that the member drawn from other slates is substituted, his or her place shall be taken by the alternate member elected according to the procedure specified by Article 14.3, b).

		The chairmanship of the Board of Statutory Auditors shall fall to the first candidate on the slate that has obtained the most votes. In the event the Chairman is substituted, this office shall be filled by the other regular Auditor drawn from the same slate.

		25.3 Auditors whose term has expired shall be eligible for re-election.

		25.4 The meetings of the Board of Statutory Auditors may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need be; in such case, the meeting of the Board of Statutory Auditors shall be deemed held in the place where whoever chairs the meeting is.

		25.5 Upon notice to the Chairman of the Board of Directors, the Board of Statutory Auditors may call a Shareholders’ Meeting and a Board of Directors’ meeting. The power of calling a meeting may also be exercised by at least two members of the Board of Statutory Auditors.

		Title VII
		Financial Statements and Earnings

article 26		26.1 The accounting period shall end on December 31 of every year.

		26.2 At the end of each accounting period, the Board of Directors shall draw up the Company’s financial statements as required by law.

		26.3 The Board of Directors is authorized to distribute interim dividends to shareholders during the course of the year.

article 27		27.1 Dividends not collected within five years from the day they become payable shall lapse in favor of the Company and be posted directly to reserves.

		Title VIII
		Dissolution and Liquidation of the Company

article 28		28.1 Should the Company be dissolved, a Shareholders’ Meeting is to determine the liquidation procedures and appoint one or more liquidators, establishing their powers and compensation.

		Title IX
		Transitory and General Rules

article 29		29.1 Any matters not expressly provided for herein shall be governed by the provisions of the Civil Code and applicable statutes.

article 30		30.1 The Company is to continue to carry out all the activities that – under legislative decree n. 79 of March 16, 1999, published in the Gazzetta Ufficiale, issue 75 of March 31, 1999 – have been temporarily entrusted to it pending their award to other entities according to the provisions of the legislative decree.

		*Note*

		The Ente Nazionale per l’Energia Elettrica, a public statutory body established by Law n. 1643 of December 6, 1962, was transformed into a joint stock company by decree-law n. 333 of July 11, 1992, converted by Law n. 359 of August 8, 1992. A resolution adopted by the extraordinary Shareholders’ Meeting of August 7, 1992, changed the Company’s name to ENEL S.p.a.

		The Company is entered under n. 00811720580 at the Company Register of Rome and is registered at the Rome R.E.A. under n. 756032.

		SECTION I - PRELIMINARY PROVISIONS
		Object

article 1		1.1 This regulation shall govern the ordinary and extraordinary meetings (the “Meeting” or the “Meetings”) of the shareholders and, when compatible, the meetings of the bondholders, of ENEL S.p.a. (“ENEL”).

		1.2 This regulation shall be made available to the shareholders at ENEL’s registered office and at the venues where the Meetings are to be held.

		SECTION II - QUORUM
		Participation and attendance

article 2		2.1 Shareholders and others entitled to vote may participate in Meetings.

		2.2 Executives and other employees of ENEL or Group companies may participate in Meetings, as well as other persons whose participation the Chairman considers useful in connection with the matters to be discussed or for conducting the Meeting.

		2.3 Experts, financial analysts and accredited journalists may attend the Meetings with the consent of the Chairman.

		2.4 Before introducing the matters on the agenda, the Chairman shall inform the shareholders of the persons indicated in paragraphs 2 and 3 of this article who are participating or are merely attending.

		Verification of the right to participate in Meetings and access to Meeting premises

article 3		3.1 Verification of the right to participate in Meetings and vote shall begin at the venue where a Meeting is to be held at least one hour before the Meeting is to begin, unless a different time is indicated in the Meeting notice.

		3.2 Those entitled to participate in Meetings and vote must show identification and the certification indicated in the Meeting notice to the auxiliary personnel at the entrance to the premises where the Meeting is to take place. The auxiliary personnel shall issue a special document, which is to be kept for as long as the Meeting lasts.

		3.3 Such participants who for any reason leave the premises where the Meeting is being held must notify the auxiliary personnel.

		3.4 In order to facilitate verification of their right to participate in a Meeting, shareholders and others entitled to vote may have the documentation confirming such right delivered to ENEL’s Department of Corporate Affairs according to the procedures and by the deadlines contained in the Meeting notice.

		3.5 In order to facilitate verification of their representative powers, those intending to participate in a Meeting as the representatives of shareholders or of other persons entitled to vote may have the documentation confirming such powers delivered to ENEL’s Department of Corporate Affairs according to the procedures and by the deadlines contained in the Meeting notice.

		3.6 Unless the Chairman decides otherwise, no cameras, video equipment or similar devices, or recording instruments of any kind, may be used on the premises where a Meeting is being held. In the event the Chairman authorizes the use of such devices, he or she shall determine the conditions and limits thereof.

		Quorum and call to order

article 4		4.1 At the time stated in the Meeting notice, the person specified by the bylaws shall take the chair of the Meeting.

		4.2 The Chairman shall be assisted by a secretary, who may be a person other than a shareholder, appointed by the shareholders upon the Chairman’s proposal. The Chairman may request the assistance of the secretary even when the drafting of the minutes is entrusted to a notary public. The secretary and the notary public may appoint assistants and may make use of audio and/or video recording devices only as personal aids in preparing the minutes.

		4.3 The Chairman may appoint one or more tellers, not necessarily shareholders, and set up a chair’s staff.

		4.4 To maintain order, the Chairman shall make use of specially designated auxiliary personnel provided with special identification badges.

		4.5 The Chairman may call for assistance on the persons authorized to participate in the Meeting, including instructing them to introduce the matters on the agenda and to reply to questions regarding determined matters.

		4.6 The Chairman may also call for assistance on specially invited external experts.

		4.7 The Chairman shall resolve any disputes regarding the right to participate and vote, including cases brought to his attention by the auxiliary personnel.

		4.8 The Chairman shall announce how many shareholders and other persons entitled to vote are present, as well as the capital share they represent. Having ascertained that there is a quorum, the Chairman shall call the Meeting to order.

		4.9 If a quorum is not reached after no less than one hour has passed from the time set for the Meeting to begin, the Chairman shall announce the fact and postpone consideration of the matters on the agenda until the subsequent call.

		SECTION III — DISCUSSION
		Agenda

article 5		5.1 The Chairman and, at his or her request, those who assist him or her in accordance with article 4, paragraph 5 of this regulation, shall introduce the matters on the agenda and the proposals submitted to the shareholders for approval. Unless the Meeting is opposed, the Chairman may have the aforesaid matters and proposals considered in a different order from the one stated in the Meeting notice and may have all or some of the matters on the agenda discussed at the same time.

		Speaking from the floor and rejoinders

article 6		6.1 The Chairman shall conduct the discussion, giving the floor to the Directors, the Statutory Auditors and those who request it in accordance with this article.

		6.2 All those entitled to vote and the common representative of the bondholders may request the floor to speak on the matters under discussion only once, making observations and requesting information. Those entitled to vote may also make

		proposals. Requests for the floor may be presented from the time the quorum is determined until the Chairman closes the discussion of the matter concerned. In order to ensure the orderly conduct of the Meeting, the Chairman shall have the power to set, at the beginning of or during the discussion of each matter, a deadline for the presentation of requests for the floor.

		6.3 The Chairman shall establish the rules for requesting and using the floor, as well as the order in which participants obtain the floor.

		6.4 The Chairman and, at his or her request, those who assist him or her in accordance with article 4, paragraph 5 of this regulation, shall reply to participants who speak on matters being discussed after all of them have spoken or after each one has spoken.

		6.5 Those who have requested the floor shall be entitled to a brief rejoinder.

		6.6 Taking into account the nature and the importance of the specific matters under discussion, as well as the number of those requesting the floor, the Chairman shall predetermine the time limits for speaking from the floor and for rejoinders - normally no more than ten minutes for the former and five minutes for the latter - in order to ensure that the Meeting be able to conclude its business at one sitting. When such time is about to run out, the Chairman shall request whoever has the floor to conclude.

		6.7 When all participants requesting the floor have spoken and the replies and, if any, the rejoinders are over, the Chairman shall declare the discussion closed.

		Suspension and adjournment of Meetings

article 7		7.1 While the Meeting is in progress, the Chairman may briefly suspend the same if he or she deems it advisable and explains his or her decision.

		7.2 Subject to the provisions of section 2374 of the Civil Code, by a resolution of the majority of the share capital represented, adopted upon proposal of the Chairman or of participants representing at least 1% of the share capital, the shareholders may decide to adjourn the Meeting, setting the venue, date and time for the continuation thereof within a period that is appropriate with respect to the reasons for the adjournment and, in any event, is no longer than thirty days.

		Powers of the Chairman

article 8		8.1 In order to guarantee the proper conduct of business and the exercise of participants’ rights, the Chairman may deny the floor in the event a participant speaks without being entitled to do so or continues to speak after the predetermined time limit has expired.

		8.2 After calling the speaker to order, the Chairman may deny the floor to the former in cases of manifest irrelevance of what is being said to the matter under discussion.

		8.3 The Chairman may deny the floor in all cases in which the participant speaking utters unbecoming or offensive expressions, behaves similarly, makes threats, or instigates violence and disorder.

		8.4 In the event one or more participants prevent others from discussing or by their behavior create a situation that clearly hinders the regular conduct of the Meeting, the Chairman shall call them to order and to observance of the regulation. In case such call is to no avail, the Chairman may expel previously warned persons from the Meeting premises for the entire duration of the discussion.

		SECTION IV - VOTING
		Preliminary operations

article 9		9.1 Before calling for a vote, the Chairman shall allow any participants who may have been expelled under article 8 of this regulation to return to the Meeting.

		9.2 The Chairman may instruct the entitled participants to vote on the matters on the agenda at the end of the discussion of each matter or at the end of the discussion of all or several of the matters.

		Voting

article 10		10.1 The Chairman shall decide the order in which proposed resolutions on the separate matters on the agenda are put to a vote, normally giving precedence to those proposed, if any, by the Board of Directors.

		10.2 The Chairman shall decide the procedure for expressing, recording and counting votes and may set a time limit by which votes must be expressed.

		10.3 Votes expressed with procedures other than those indicated by the Chairman shall be null and void.

		10.4 Shareholders who vote against or abstain must give their name to the auxiliary personnel.

		10.5 When voting is over, the votes shall be counted, after which the Chairman - who may be assisted by the secretary or the notary public – shall inform the Meeting of the results thereof.

		SECTION V - TERMINATION

		Termination of the Meeting

article 11		11.1 When all the matters on the agenda have been discussed and voted upon, the Chairman shall terminate the Meeting.

		SECTION VI - FINAL PROVISIONS

		Final provisions

article 12		12.1 In addition to the provisions of this regulation, the Chairman may adopt all measures deemed advisable in order to guarantee the proper conduct of the Meeting and the exercise of participants’ rights.

		12.2 All matters not provided for in this regulation shall be subject to the provisions of the Civil Code, applicable statutes and ENEL’s bylaws.