0001144204-06-007469 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • February 23rd, 2006 • Enel Societa Per Azioni • Electric services • New York

DEPOSIT AGREEMENT, dated as of November 5, 1999, by and among (i) ENEL SOCIETÀ PER AZIONI, a joint stock company incorporated under the laws of the Republic of Italy, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by Receipts issued hereunder. Capitalized terms used but not defined herein have the meanings set forth below in Article I.

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AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Deposit Agreement • February 23rd, 2006 • Enel Societa Per Azioni • Electric services • New York

AMENDMENT NO. 2 dated as of March__, 2006 (the "Amendment") to the Deposit Agreement dated as of November 5, 1999 as amended as of July 9, 2001 (as so hereby amended, the "Deposit Agreement"), by and among ENEL Società per Azioni, a joint stock company incorporated under the laws of the Republic of Italy (the "Company"), JPMorgan Chase Bank, N.A., as successor depositary (the "Depositary") and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.

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