0001144204-05-040722 Sample Contracts

Eni S.p.A. AND JPMorgan Chase Bank, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of December 21, 2005
Deposit Agreement • December 22nd, 2005 • Eni Spa • Crude petroleum & natural gas • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of December 21, 2005 (the "Deposit Agreement") among Eni S.p.A. and its successors (the "Company"), JPMorgan Chase Bank, N.A., as depositary hereunder (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.

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