Exhibit 4.4

AMENDED AND RESTATED PROGRAMME AGREEMENT

ENEL — SOCIETÀ PER AZIONI
as Issuer and Guarantor

ENEL FINANCE INTERNATIONAL S.A. as Issuer

€25,000,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME

CONFORMED COPY

4 May 2007

CONTENTS

Clause				Page
1.		Definitions and Interpretation			3
2.		Agreements to Issue and Purchase Notes			8
3.		Conditions of Issue; Updating of Legal Opinions			9
4.		Representations, Warranties and Undertakings			13
5.		Undertakings of the Obligors			17
6.		Indemnity			22
7.		Authority to Distribute Documents			23
8.		Dealers' Undertakings			23
9.		Responsibility for Sales			23
10.		Fees, Expenses and Stamp Duties			23
11.		Termination of Appointment of Dealers			24
12.		Appointment of New Dealers			24
13.		Increase in the Aggregate Nominal Amount of the Programme			25
14.		Status of the Arrangers			26
15.		Counterparts			26
16.		Communications			26
17.		Benefit of Agreement			26
18.		Currency Indemnity			27
19.		Calculation Agent			27
20.		Stabilisation			27
21.		Contracts (Rights of Third Parties) Act 1999			28
22.		Governing Law and Submission to Jurisdiction			28
Signatories					29

Appendix

1.		Initial Documentation List			30
2.		Selling Restrictions			33
3.		Forms of Dealer Accession Letters and Confirmation Letters			39
4.		Letter Regarding Increase in the Nominal Amount of the Programme			43
5.		Form of Subscription Agreement			44

PROGRAMME AGREEMENT

in respect of a
€25,000,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME

4 May 2007

To:		ENEL — Società per azioni (ENEL) and
		ENEL Finance International S.A. (ENEL S.A.)
		35, boulevard du Prince Henri
		L-1724 Luxembourg
C/o:		ENEL — Società per azioni
		Viale Regina Margherita 137
		00198 Rome
		Italy

Dear Sirs,

We wish to record the arrangements between us:

WHEREAS:

1.		The parties hereto (other than Credit Suisse Securities (Europe) Limited, Goldman Sachs International and Morgan Stanley & Co. International plc) and Banca Caboto s.p.a. entered into an amended and restated Programme Agreement dated 8 November 2005 (the Original Programme Agreement) in respect of a €10,000,000,000 Global Medium Term Note Programme (the Programme).
2.		The parties hereto wish to record that from the date hereof Credit Suisse Securities (Europe) Limited, Goldman Sachs International and Morgan Stanley & Co. International plc shall become Initial Dealers in respect of the Programme, Banca Caboto s.p.a. shall no longer be an Initial Dealer in respect of the Programme and the aggregate nominal amount of the Programme shall be increased from €10,000,000,000 to €25,000,000,000.
3.		The parties hereto wish to amend and restate the Original Programme Agreement. Any Notes issued under the Programme on or after the date hereof (other than any such Notes issued so as to be consolidated and form a single series with any Notes issued prior to the date hereof) shall be issued pursuant to this Agreement. This does not affect any Notes issued under the Programme prior to the date of this Agreement.

IT IS AGREED:

1.		DEFINITIONS AND INTERPRETATION
1.1		In this Agreement:
		affiliate (unless otherwise stated) has the meaning given to that term by Rule 405 under the Securities Act;

		Agency Agreement means the amended and restated agency agreement dated 4 May 2007 between ENEL, ENEL S.A., the Principal Paying Agent, the Registrar, the Exchange Agent and the other Paying Agents and Transfer Agents referred to in it under which, amongst other things, the Principal Paying Agent is appointed as issuing agent, principal paying agent and agent bank for the purposes of the Programme;
		Agreement Date means, in respect of any Note, the date on which agreement is reached for the issue of such Note as contemplated in clause 2 which, in the case of Notes in relation to which a Subscription Agreement is entered into, shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it except that for the purposes of the proviso to sub-clause 5.2 (b) only, Agreement Date means the date on which the issue of Notes is first priced;
		Agreements means each of this Programme Agreement, the Agency Agreement, the Issuer-ICSDs Agreements, the Guarantee, the Deeds of Covenant and the Deed Poll;
		Arrangers means Deutsche Bank AG, London Branch and J.P. Morgan Securities Ltd. and any entity appointed as an arranger for the Programme or in respect of any particular issue of Notes under the Programme and references in this Agreement to the Arrangers shall be references to the relevant Arrangers;
		Bearer Notes means those Notes which are issued in bearer form;
		Closing Bank means the closing bank agreed between the relevant Issuer, the Registrar, the Principal Paying Agent and the relevant Dealer or, as the case may be, the Lead Manager to which the relevant Dealer or, as the case may be, the Lead Manager shall pay the net purchase moneys for an issue of Registered Notes;
		Confirmation Letter means:

	(a)		in respect of the appointment of a third party as a Dealer for the duration of the Programme, the Confirmation Letter substantially in the form set out in Part 2 of Appendix 3; and
	(b)		in respect of the appointment of a third party as a Dealer for one or more particular issues of Notes under the Programme, the Confirmation Letter substantially in the form set out in Part 4 of Appendix 3;

		CSSF means Commission de Surveillance du Secteur Financier;
		Dealer means each of the Initial Dealers and any New Dealer and excludes any entity whose appointment has been terminated pursuant to clause 11, and references in this Agreement to the relevant Dealer shall, in relation to any Note, be references to the Dealer or Dealers with whom the relevant Issuer has agreed the issue and purchase of such Note;
		Dealer Accession Letter means:

	(a)		in respect of the appointment of a third party as a Dealer for the duration of the Programme, the Dealer Accession Letter substantially in the form set out in Part 1 of Appendix 3; and
	(b)		in respect of the appointment of a third party as a Dealer for one or more particular issues of Notes under the Programme, the Dealer Accession Letter substantially in the form set out in Part 3 of Appendix 3;

Deed of Covenant means, in relation to each Issuer, the deed of covenant dated 8 November 2005, substantially in the form set out in Schedule 3 to the Agency Agreement, executed as a deed by such

		Issuer in favour of certain accountholders with DTC, Euroclear, Clearstream, Luxembourg and any other agreed clearing system and together, the Deeds of Covenant;
		Deed Poll means the deed poll dated 8 November 2005, substantially in the form set out in Schedule 7 to the Agency Agreement, executed as a deed by the Obligors in favour of the holders of the Rule 144A Notes or any beneficial interest in them or any prospective purchasers of them designated by any holder or beneficial owner of the Rule 144A Notes;
		DTC means The Depository Trust Company;
		Exchange Act means the United States Securities Exchange Act of 1934, as amended;
		Final Terms means the final terms issued in relation to each Tranche of Notes (substantially in the form of Annex 3 to the Procedures Memorandum) and giving details of that Tranche and, in relation to any particular Tranche of Notes, applicable Final Terms means the Final Terms applicable to that Tranche;
		FSMA means the Financial Services and Markets Act 2000;
		Guarantee means the deed of guarantee dated 8 November 2005 pursuant to which ENEL has unconditionally and irrevocably guaranteed the due and punctual payment of all amounts due under the Notes issued by ENEL S.A. and the Deed of Covenant dated 8 November 2005, executed by ENEL S.A.;
		IFSRA means the Irish Financial Services Regulatory Authority;
		IFRS means International Financial Reporting Standards (formerly International Accounting Standards) issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB (as amended, supplemented or re-issued from time to time;
		Initial Dealers means each of ABN AMRO Bank N.V., Banca IMI S.p.A., Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, Lehman Brothers International (Europe), Mediobanca-Banca di Credito Finanziario S.P.A., Merrill Lynch International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc and UBS Limited;
		Initial Documentation List means the lists of documents set out in Appendix 1;
		Issuer-ICSDs Agreement means, in relation to each Issuer, the agreement dated 4 May 2007 between the Issuer, Euroclear and Clearstream, Luxembourg, together the Issuer-ICSDs Agreements;
		Investment Company Act means the United States Investment Company Act of 1940, as amended;
		Issuer means each of ENEL and ENEL S.A. and references in this Agreement to the relevant Issuer shall, in relation to any Tranche of such Notes be construed as references to the Issuer which is, or is intended to be, the Issuer of such Notes as indicated in the applicable Final Terms;
		Lead Manager means, in relation to any Tranche of Notes, the person named as the Lead Manager in the applicable Subscription Agreement;

		Listing Agent means, in relation to any Notes which are, or are to be, listed on a Stock Exchange, the listing agent appointed by the relevant Issuer from time to time for the purposes of liaising with that Stock Exchange;
		Luxembourg means the Grand Duchy of Luxembourg;
		Moody’s means Moody’s Investors Service Limited;
		New Dealer means any entity appointed as an additional Dealer in accordance with clause 12;
		Note means a Note issued or to be issued by an Issuer pursuant to this Agreement, which Note may be represented by a Global Note or be in definitive form and which may be in either bearer or registered form including, if in bearer form, any receipts, coupons or talons relating to it;
		Obligor means each of ENEL and ENEL S.A. and together, the Obligors;
		Offering Circular means the Offering Circular prepared in connection with the Programme and constituting a base prospectus for the purposes of Article 5.4 of the Prospectus Directive as revised, supplemented or amended from time to time by the Obligors in accordance with clause 5.2 including any documents which are from time to time incorporated in the Offering Circular by reference provided that:

	(a)		in relation to each Tranche of Notes the applicable Final Terms shall be deemed to be included in the Offering Circular; and
	(b)		for the purpose of clause 4.2 in respect of the Agreement Date and the Issue Date, the Offering Circular means the Offering Circular as at the Agreement Date but without prejudice to (a) above not including any subsequent revision, supplement or amendment to it or incorporation of information in it;

		Principal Paying Agent means JPMorgan Chase Bank, N.A. as Principal Paying Agent under the Agency Agreement and any successor principal paying agent appointed in accordance with the Agency Agreement;
		Procedures Memorandum means the Operating and Administrative Procedures Memorandum dated 4 May 2007 as amended or varied from time to time including, in respect of any Tranche, by agreement between the relevant Issuer and the relevant Dealer or Lead Manager with the approval in writing of the Principal Paying Agent and, if applicable, the Registrar;
		Prospectus Directive means Directive 2003/71/EC;
		Prospectus Regulation means Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive;
		QIB means a “qualified institutional buyer” as defined in Rule 144A;
		Registered Notes means Notes which are issued in registered form;
		Registrar means JPMorgan Chase Bank, N.A. as Registrar under the Agency Agreement, which expression shall include any successor or additional registrar appointed in accordance with the Agency Agreement;
		Regulation S means Regulation S under the Securities Act;

		Regulation S Notes means Notes which are sold initially outside the United States or to non-U.S. persons in reliance on Regulation S under the Securities Act;
		Relevant Party means the Arrangers, each Dealer, each of their respective affiliates and each person who controls them (within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) and each of their respective directors, officers, employees and agents;
		Rule 144A means Rule 144A under the Securities Act;
		Rule 144A Notes means Registered Notes which are either beneficially owned by a QIB or where the prospective purchaser is a QIB (or a person purchasing on behalf of a QIB) Registered Notes purchased in reliance on Rule 144A;
		Securities Act means the United States Securities Act of 1933, as amended;
		Standard & Poor’s means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc.;
		Stock Exchange means the Irish Stock Exchange Limited (the Irish Stock Exchange) or any other stock exchange on which any Notes may from time to time be listed or admitted to trading, and references in this Agreement to the relevant Stock Exchange shall, in relation to any Notes, be references to the stock exchange or stock exchanges on which the Notes are from time to time, or are intended to be, listed or admitted to trading; and
		Subscription Agreement means an agreement supplemental to this Agreement (by whatever name called) in or substantially in the form set out in Appendix 5 or in such other form as may be agreed between the relevant Issuer, ENEL (if not the relevant Issuer) and the Lead Manager or one or more Dealers (as the case may be).

1.2		(a)		In this Agreement, unless the contrary intention appears, a reference to:

	(i)		an amendment includes a supplement, restatement or novation and amended is to be construed accordingly;
	(ii)		a person includes any individual, company, unincorporated association, government, state agency, international organisation or other entity;
	(iii)		a provision of a law is a reference to that provision as extended, amended or re-enacted;
	(iv)		a clause or schedule is a reference to a clause of or a schedule to this Agreement;
	(v)		a person includes its successors and assigns;
	(vi)		a document is a reference to that document as amended from time to time; and
	(vii)		a time of day is a reference to London time;

	(b)		the headings in this Agreement do not affect its interpretation;
	(c)		terms defined in the Agency Agreement, the Conditions and/or the applicable Final Terms and not otherwise defined in this Agreement shall have the same meanings in this Agreement, except where the context otherwise requires;

	(d)		all references in this Agreement to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved by the relevant Issuer, the Principal Paying Agent and, as applicable, the Registrar;
	(e)		as used herein, in relation to any Notes which are to have a “listing” or to be “listed” (i) on the Irish Stock Exchange, listing and listed shall be construed to mean that such Notes have been admitted to the Official List of the Irish Stock Exchange and to trading on its regulated market and (ii) on any other Stock Exchange in a jurisdiction within the European Economic Area, listing and listed shall be construed to mean that the Notes have been admitted to trading on a market within that jurisdiction which is a regulated market for the purposes of the Investment Services Directive (Directive 93/22/EEC); and
	(f)		references in this Agreement to a Directive include any relevant implementing measure of each Member State of the European Economic Area which has implemented such Directive.

2.		AGREEMENTS TO ISSUE AND PURCHASE NOTES
2.1		Subject to the terms and conditions of this Agreement, each Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes.
2.2		Unless otherwise agreed between the parties, on each occasion on which an Issuer and any Dealer agree on the terms of the issue by such Issuer and purchase by the Dealer of one or more Notes:

(a)

the relevant Issuer shall cause the Notes which, in the case of Bearer Notes, shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note and, in the case of Registered Notes, shall be initially represented by a Regulation S Global Note and/or a Rule 144A Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date:

	(i)		in the case of a Temporary Bearer Global Note or a Permanent Bearer Global Note, to (i) if the Notes are CGNs a common depositary or (ii) if the Notes are NGNs, a common safekeeper in each case for Euroclear and Clearstream, Luxembourg; and
	(ii)		in the case of a Regulation S Global Note in registered form or a Rule 144A Global Note, to a custodian for DTC unless otherwise agreed between the relevant Issuer, the Principal Paying Agent and the Registrar;

	(b)		the securities account of the relevant Dealer (in the case of Notes issued on a syndicated basis) or the Principal Paying Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg and/or DTC (as specified by the relevant Dealer) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and
	(c)		the relevant Dealer or, as the case may be, the Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of:

	(i)		the Principal Paying Agent (in the case of Bearer Notes issued on a non-syndicated basis) or the designated account of the relevant Issuer with Euroclear and/or Clearstream, Luxembourg (in the case of Bearer Notes issued on a syndicated basis); or
	(ii)		in the case of Registered Notes, the Closing Bank,

		so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum.
2.3		Unless otherwise agreed between the relevant Issuer and the relevant Dealer, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several.
2.4		Where the relevant Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and ENEL (if not the relevant Issuer) shall enter into a Subscription Agreement with those Dealers. The relevant Issuer and ENEL (if not the relevant Issuer) may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it.
2.5		The procedures which the parties intend should apply for the purposes of issues to be closed on a non-syndicated basis are set out in Annex 1, Part 1 (in the case of Bearer Notes) and Part 2 (in the case of Registered Notes) of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be closed on a syndicated basis are set out in Annex 1, Part 3 (in the case of Bearer Notes) and Part 4 (in the case of Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue.
2.6		Each of the Obligors and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.
2.7		Each Dealer acknowledges that the relevant Issuer may sell Notes issued under the Programme to any institution which has not become a Dealer pursuant to clause 12. The relevant Issuer undertakes to each of the Dealers that it will, in relation to any such sales, comply with the restrictions and agreements set out in Appendix 2 as if it were a Dealer.
3.		CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS
3.1		First issue
		Before an Issuer reaches its first agreement with any Dealer for the issue and purchase of Notes under this Agreement, each Dealer shall have received, and found satisfactory (in its reasonable opinion), all of the documents and confirmations described in Part 1 of the Initial Documentation List. Any Dealer must notify the Arrangers and ENEL within seven London business days of receipt of the documents and confirmations described in Part 1 of the Initial Documentation List if in its reasonable opinion it considers any document or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory.
3.2		Each Issue
		Where an agreement has been made pursuant to clause 2 to issue and purchase Notes, prior to the Agreement Date for such Notes, ENEL shall provide to the relevant Dealer or the Lead Manager, as the case may be, a copy of the resolution of the Board of Directors of the relevant Issuer authorising the issue of such Notes and, where ENEL is the relevant Issuer, a resolution of the shareholders of ENEL authorising the issue of such Notes, in each case with a certified English translation thereof.

		The copies of such resolutions shall be certified on behalf of ENEL as being true and correct copies and of their being in full force and effect, not having been revoked or amended since the respective dates they were passed.
		The production of such certified copy resolutions, and where applicable, certified English translations of them, shall be a further condition precedent to those set out in clause 3.1 and 3.2 above, together with delivery of a legal opinion from legal advisers (approved by the Dealer(s)) in Italy and Luxembourg (where the relevant Issuer is ENEL S.A.), in such form and with such content as the Dealers may reasonably require, in respect of the due authorisation by the relevant Issuer and ENEL (if not the relevant Issuer) of the issue of such Notes.
		The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause 2 are conditional on:

	(a)		there having been, as at the proposed Issue Date, no material adverse change or any development involving a prospective material adverse change from that set forth in the Offering Circular as at the relevant Agreement Date in the condition (financial or otherwise) of the relevant Issuer or ENEL (if not the relevant Issuer) or ENEL and its consolidated subsidiaries taken as a whole nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause 4;
	(b)		there being no outstanding breach of any of the obligations of either Obligor under this Agreement, the Agency Agreement, either Deed of Covenant, the Deed Poll, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date;
	(c)		subject to clause 13, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in clause 3.6) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding €25,000,000,000;
	(d)		in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes;
	(e)		no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither Obligor being aware of any circumstances which are likely to lead to the convening of such a meeting;
	(f)		there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date;
	(g)		there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes and ENEL (if not the relevant Issuer) to guarantee the Notes pursuant to the terms of the Guarantee on the proposed Issue Date and for the relevant Issuer and ENEL (if not the relevant Issuer) to fulfil their

			respective obligations under the Notes and the Guarantee and ENEL having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them;
	(h)		there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any debt of either Obligor by Standard & Poor’s or Moody’s or the placing on Creditwatch with negative implications or similar publication of formal review by the relevant rating agency;
	(i)		the forms of the Final Terms, the applicable Global Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer and the Principal Paying Agent and, if applicable, the Registrar;
	(j)		the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg and, where relevant, DTC;
	(k)		in the case of Notes being sold pursuant to and in reliance on Rule 144A, the Notes being eligible for clearance and settlement through DTC and being designated PORTAL-eligible securities in accordance with the rules and regulations of the National Association of Securities Dealers, Inc.;
	(l)		the delivery to the Registrar as custodian of the Regulation S Global Note and/or the Rule 144A Global Note representing the relevant Registered Notes and the delivery to the common depositary or, as the case may be, the common safekeeper of the Temporary Bearer Global Note and/or the Permanent Bearer Global Note representing the relevant Bearer Notes, in each case as provided in the Agency Agreement;
	(m)		any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;
	(n)		in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require the publication of a prospectus under the Prospectus Directive:

	(i)		the denomination of the Notes being €1,000 (or its equivalent in any other currency) or more;
	(ii)		either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Offering Circular having been published in accordance with the Prospectus Directive pursuant to clause 5.2;
	(iii)		the Offering Circular having been approved as a base prospectus by the IFSRA and the applicable Final Terms having been published in accordance with the Prospectus Directive; and

(o)

in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Irish Stock Exchange) or offered to the public in a European Economic Area Member State (other than Ireland) in circumstances which require the publication of a prospectus under the Prospectus Directive, the competent authority of each relevant European Economic Area Member State having been notified in accordance with

the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied.

		In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer and ENEL (if not the relevant Issuer) to be released and discharged from its obligations under the agreement reached under clause 2.
3.3		In addition to the conditions precedent set out in clauses 3.1 and 3.2 above, if so required by the relevant Dealer, the obligations of the relevant Dealer under any agreement for the issue and purchase of Notes made pursuant to clause 2, some or all of which are being sold to QIBs in reliance upon Rule 144A, will be conditional on the delivery to the relevant Dealer of any legal opinions, comfort letters, officers’ certificates and other documents required by counsel to the relevant Dealer in order to give its legal opinion.
		In the event that the above condition is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause 2.
3.4		Waiver
		Subject to the discretion of the Lead Manager as provided in a Subscription Agreement, any Dealer, on behalf of itself only, may by notice in writing to the relevant Issuer waive any of the conditions precedent contained in clause 3.2 (save for the conditions precedent contained in clause 3.2(c), (n), (iii) and (p)) in so far as they relate to an issue of Notes to that Dealer.
3.5		Updating of legal opinions
		On each occasion when the Offering Circular is updated or amended pursuant to subclause 5.2(a), the Obligors will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Obligors, to the Dealers from legal advisers (approved by the Dealers) in Luxembourg, Italy and England.
		In addition, on such other occasions as a Dealer so requests ENEL (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Offering Circular in accordance with Article 16 of the Prospectus Directive), ENEL will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as such Dealer(s) may reasonably require, is or are delivered, at the expense of ENEL, to such Dealer(s) from legal advisers (approved by the Dealer(s)) in Luxembourg, Italy and/or England, as the case may be. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
3.6		Determination of amounts outstanding
		For the purposes of subclause 3.2(c):

(a)

the euro equivalent of Notes denominated in another Specified Currency shall be determined, at the discretion of the relevant Issuer, either as of the Agreement Date for those Notes or on the preceding day on which commercial banks and foreign exchange markets are open for general business in London, in each case on the basis of the spot rate for the sale of the euro against the purchase of that Specified Currency in the London foreign exchange market quoted by any leading international bank selected by the relevant Issuer on the relevant day of calculation;

	(b)		the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes shall be calculated in the manner specified above by reference to the original nominal amount on issue of those Notes (in the case of Partly Paid Notes regardless of the amount of the subscription price paid); and
	(c)		the euro equivalent of Zero Coupon Notes and other Notes issued at a discount or a premium shall be calculated in the manner set out above by reference to the net proceeds received by the relevant Issuer for the relevant issue.

4.		REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
4.1		As at the date of this Agreement, ENEL S.A. (as regards matters concerning itself and Notes issued by it) and ENEL (as regards all matters and all Notes) represents, warrants and undertakes to the Dealers and each of them as follows:

		(a)		(i)		that:

	(A)		the most recently published audited consolidated financial statements of ENEL included in the Offering Circular (the ENEL audited accounts); and
	(B)		the most recently published unaudited interim consolidated financial statements of ENEL,

			were prepared in accordance with the requirements of law and with IFRS consistently applied and that they give a true and fair view of (i) the consolidated financial condition of ENEL as at the date to which they were prepared (the ENEL relevant date) and (ii) the consolidated results of operations of ENEL for the financial period ended on the relevant date and that there has been no material adverse change or any development involving a prospective material adverse change in the consolidated condition (financial or otherwise) of ENEL since the date of the last audited accounts, except as disclosed in the Offering Circular;
	(ii)		that:

	(A)		the most recently published audited non-consolidated financial statements of ENEL S.A., included in the Offering Circular (if any) (the ENEL S.A. audited accounts); and
	(B)		the most recently published unaudited interim non-consolidated financial statements of ENEL S.A.,

were prepared in accordance with the requirements of the Prospectus Regulation and that they give a true and fair view of (i) the non-consolidated financial condition of ENEL S.A. as at the date to which they were prepared (the ENEL S.A. relevant date) and (ii) the non-consolidated results of operations of ENEL S.A., for the financial period ended on the ENEL S.A. relevant date and that there has been no material adverse change or any development involving a prospective material adverse change in the non-consolidated condition (financial or otherwise) of ENEL S.A. since the date of the last ENEL S.A. audited accounts, except as disclosed in the Offering Circular.

(b)

that (i) the Offering Circular contains all material information with respect to the Obligors and the Notes to be issued under this Agreement, (ii) the Offering Circular does not contain an untrue statement of material fact or omit to state a material fact that is necessary in order

			to make the statements made in the Offering Circular, in the light of the circumstances under which they were made, not misleading and there is no other fact or matter omitted from the Offering Circular which was or is necessary to enable investors and their professional advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Obligors and of the rights attaching to the Notes, (iii) the statements of intention, opinion, belief or expectation contained in the Offering Circular are honestly and reasonably made or held and (iv) all reasonable enquiries have been made to ascertain such facts and to verify the accuracy of all such statements;
	(c)		that the Offering Circular contains all the information required by Italian law and regulations, in the case of ENEL, and Luxembourg law and regulations, in the case of ENEL S.A., and otherwise complies with such law and regulations to the extent applicable to the Programme and has been published in accordance with the Prospectus Directive and the national law implementing the Prospectus Directive;
	(d)		that each Obligor has been duly incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation (and the laws of any other jurisdiction in which it carries on business) with full power and authority to own, lease and operate its properties and conduct its business as described in the Offering Circular and, to execute and perform its obligations under the Agreements to which it is a party;
	(e)		that, in relation to each Obligor, the execution and delivery of the Agreements to which it is a party by such Obligor have been duly authorised by such Obligor and, in the case of Notes where such Obligor is the relevant Issuer, upon due execution, issue and delivery in accordance with the Agency Agreement, will constitute, and, in the case of the Agreements to which it is a party, constitute, legal, valid and binding obligations of such Obligor enforceable in accordance with their respective terms subject to the laws of bankruptcy (including, without limitation, in relation to ENEL S.A., bankruptcy (faillite), insolvency, its voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally) and other laws affecting the rights of creditors generally;
	(f)		that, in relation to each Obligor, the execution and delivery of the Agreements to which it is a party, the issue, offering and distribution of Notes where such Obligor is the relevant Issuer and the performance of the terms of any Notes where it is the relevant Issuer and the Agreements to which it is a party will not infringe any law, regulation, order, rule, decree or statute applicable to such Obligor or to which its property may be subject and are not contrary to the provisions of the by-laws of such Obligor and will not result in any breach of the terms of, or constitute a default under, any instrument, agreement or order to which such Obligor is a party or by which such Obligor or its property is bound;
	(g)		that no Event of Default or event which with the giving of notice or lapse of time or other condition might constitute an Event of Default is subsisting in relation to any outstanding Note and no event has occurred which might constitute (after an issue of Notes) an Event of Default thereunder or which with the giving of notice or lapse of time or other condition might (after an issue of Notes) constitute such an Event of Default;
	(h)		that no Obligor (i) is in breach of the terms of, or in default under, any instrument, agreement or order to which it is a party or by which it or its property is bound and no event has occurred which with the giving of notice or lapse of time or other condition would constitute a default under any such instrument, agreement or order; (ii) is engaged (whether as defendant or otherwise) in, nor has any Obligor knowledge of the existence of, or any

			threat of, any legal, arbitration, administrative or other proceedings the result of which might relate to claims or amounts which might be material in the context of the Programme and/or the issue and offering of Notes under the Programme or which might have or have had a material adverse effect on the consolidated or non-consolidated financial condition, results of operations or business of any Obligor and (iii) has taken any action nor, to the best of its knowledge or belief having made all reasonable enquiries, have any steps been taken or legal proceedings commenced for the winding up or dissolution of either Obligor;
	(i)		that (i) all required consents, approvals, authorisations, orders, filings, registrations or qualifications of or with any court or governmental authority have been given, fulfilled or done and (ii) no other action or thing (including, without limitation, the payment of any stamp or other similar tax or duty) is required to be taken, fulfilled or done by any Obligor for or in connection with (i) the execution, issue and offering of Notes under the Programme and compliance by such Obligor with the terms of any Notes issued under the Programme or (ii) the execution and delivery of, and compliance with the terms of, the Agreements to which such Obligor is a party;
	(j)		that, in relation to each Obligor, all corporate approvals and authorisations required by such Obligor for or in connection with (i) the execution, issue and offering of an issue of Notes under the Programme and compliance by such Obligor with the terms of any Notes issued by it under the Programme will be obtained prior to such issue and (ii) the execution and delivery of, and compliance with the terms of, the Agreements to which such Obligor is a party have been obtained and are in full force and effect;
	(k)		that it is not necessary under the laws of Italy or Luxembourg that any Noteholder, Dealer or Agent should be licensed, qualified or otherwise entitled to carry on business in Italy or Luxembourg (i) to enable any of them to enforce their respective rights under the Notes or the Agreements or (ii) solely by reason of the execution, delivery or performance of the Agreements or the Notes;
	(l)		that, except as set forth in the Offering Circular, all payments of principal, premium (if any), interest and other amounts in respect of the Notes made to holders of the Notes who are non-residents of Italy in the case of ENEL or Luxembourg in the case of ENEL S.A. will be made without withholding for or deduction of any taxes or duties imposed or levied by or on behalf of any such country or any political subdivision or any authority thereof or therein having the power to tax;
	(m)		that (i) all Notes will, upon issue, constitute direct, unconditional and (subject to the provisions of Condition 4) unsecured and unsubordinated obligations of the relevant Issuer and rank pari passu without any preference among themselves and at least equally with all other outstanding unsecured and unsubordinated obligations of the relevant Issuer, present and future, other than obligations, if any, that are mandatorily preferred by statute or by operation of law and (ii) the obligations of ENEL under the Guarantee constitute direct, unconditional and (subject to the provisions of Condition 4) unsecured and unsubordinated obligations of ENEL and rank at least equally with all other outstanding unsecured and unsubordinated obligations of ENEL, present and future, other than obligations, if any, that are mandatorily preferred by statute or by operation of law;
	(n)		that in relation to each Tranche of Notes for which any Dealer is named as a Stabilising Manager in the applicable Final Terms, it has not issued and will not issue, without the prior consent of any such Dealer, any press or other public announcement referring to the proposed issue of Notes unless the announcement adequately discloses that stabilising action may take place in relation to the Notes to be issued and the relevant Issuer authorises such

			Dealer to make all appropriate disclosure in relation to stabilisation instead of the relevant Issuer, unless otherwise agreed between the relevant Issuer and the Dealer;
	(o)		that any translation prepared by either Obligor of the summary contained in the Offering Circular as required by Article 18 of the Prospectus Directive is accurate in all material respects;
	(p)		that no Obligor will use the proceeds from the sale of the Notes in a manner which could violate or result in a violation of Section 7 of the Exchange Act or any regulation promulgated thereunder, including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System;
	(q)		that none of the Obligors, any of their affiliates and any persons acting on any of their behalf has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation in violation of applicable laws or manipulation of the price of any debt security of any Obligor to facilitate the sale or resale of any Notes;
	(r)		that none of the Obligors, any of their affiliates and any persons acting on any of their behalf has engaged or will engage in any directed selling efforts (as defined in Rule 902(c) under the Securities Act) with respect to the Notes and each of the foregoing persons has complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act;
	(s)		that the Notes have not been and will not be registered under the Securities Act and have not been registered or qualified under any state securities or “Blue Sky” laws of the states of the United States and, accordingly, each Obligor acknowledges that the Notes may not be offered or sold within the United States or to or for the account or benefit of U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act (terms used in this paragraph have the meaning given to them by Regulation S);
	(t)		that none of the Obligors, any of their affiliates and any persons acting on any of their behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act) in connection with any offer or sale of Notes in the United States;
	(u)		that, as of its Issue Date, no Note will be, and no securities of the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act) as that Note will be, (i) listed on a national securities exchange in the United States which is registered under section 6 of the Exchange Act or (ii) quoted in any “automated inter-dealer quotation system” (as that term is used in the rules under the Exchange Act) in the United States;
	(v)		that the Notes and the Agreements conform in all material respects to the descriptions of them contained in the Offering Circular and it is not necessary in connection with the Programme to qualify an indenture in respect of the Notes under the United States Trust Indenture Act of 1939;
	(w)		that the Notes will be offered, sold or resold by either Obligor in the United States pursuant to private transactions to qualified institutional buyers within the meaning of Rule 144A in transactions that will meet the eligibility requirements under Rule 144A;
	(x)		that neither Obligor is now, nor will it be as a result of the sale of any Notes, an “investment company”, or a company “controlled” by an “investment company” registered or required to

			be registered under the Investment Company Act (as such terms are used in the Investment Company Act); and
	(y)		that none of the Obligors, any of their affiliates and any persons acting on any of their behalf has made or will make offers or sales of any securities under circumstances that would require the registration of any of the Notes under the Securities Act.

4.2		With regard to each issue of Notes, the relevant Issuer and ENEL (if not the relevant Issuer) shall be deemed to repeat the representations, warranties and undertakings contained in clause 4.1 as at the Agreement Date for such Notes (any agreement on such Agreement Date being deemed to have been made on the basis of, and in reliance on, those representations, warranties and undertakings) and as at the Issue Date of such Notes.
4.3		The Obligors shall be deemed to repeat the representations, warranties and undertakings contained in clause 4.1 on each date on which the Offering Circular is revised, supplemented or amended and on each date on which the aggregate nominal amount of the Programme is increased in accordance with clause 13.
4.4		The representations, warranties and undertakings contained in this clause shall continue in full force and effect notwithstanding the actual or constructive knowledge of any Dealer with respect to any of the matters referred to in the representations, warranties and undertakings set out above, any investigation by or on behalf of the Dealers or completion of the subscription and issue of any Notes.
5.		UNDERTAKINGS OF THE OBLIGORS
5.1		Notification of material developments
(a)		Each Obligor shall promptly after becoming aware of the occurrence thereof notify each Dealer of:

	(i)		(A) any Event of Default or any condition, event or act which would after an issue of Notes (or would with the giving of notice and/or the lapse of time) constitute an Event of Default or (B) any breach of its representations, warranties or undertakings contained in the Agreements to which it is a party; and
	(ii)		any development affecting either Obligor or any of its business which is material in the context of the Programme or any issue of Notes.

(b)		If, following the Agreement Date and before the Issue Date of the relevant Notes, either Obligor becomes aware that any of the conditions specified in clause 3.2 and, if applicable, clause 3.3 will not be satisfied in relation to that issue, such Obligor shall forthwith notify the relevant Dealer to this effect giving full details thereof. In such circumstances, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause 2.
(c)		Without prejudice to the generality of this clause 5.1, each Obligor shall from time to time promptly furnish to each Dealer any information relating to such Obligor which the Dealer may reasonably request.
5.2		Updating of Offering Circular
(a)		On or before each anniversary of the date of this Agreement, the Obligors shall update or amend the Offering Circular (following consultation with the Arrangers who will consult with the Dealers) by the publication in accordance with the Prospectus Directive and the national law implementing the

		Prospectus Directive of a supplement to it or a new Offering Circular, in each case in a form approved by the Dealers.
(b)		Subject as set out in the proviso below, in the event of (i) a significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes arising or being noted, (ii) a change in the condition of any Obligor which is material in the context of the Programme or the issue of any Notes or (iii) the Offering Circular otherwise coming to contain an untrue statement of a material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, the laws or regulations of Italy or Luxembourg or any other relevant jurisdiction of the Obligors, the Obligors shall update or amend the Offering Circular (following consultation with the Arrangers who will consult with the Dealers and the relevant Dealer (if any)) by the publication in accordance with the Prospectus Directive of a supplement to it or a new Offering Circular, in each case in a form approved by the Dealers provided that the Obligors undertake that in the period from and including an Agreement Date to and including the related Issue Date of any issue of Notes, they will only prepare and publish a supplement to, or replacement of, the Offering Circular if it is required, or have reasonable grounds to believe that it is required, to do so in order to comply with Article 16 of the Prospectus Directive and, in such circumstances, such supplement to, or replacement of, the Offering Circular shall, solely as between the Obligors and the relevant Dealer and solely for the purposes of Article 16 of the Prospectus Directive and subclause 3.2(a), be deemed to have been prepared and published so as to comply with the requirements of Article 16 of the Prospectus Directive.
(c)		Upon any new supplement or replacement Offering Circular being prepared and published as provided above, the Obligors shall promptly without cost to the Dealers supply to each Dealer such number of copies of such supplement or replacement Offering Circular as each Dealer may reasonably request. Until each Dealer receives such supplement or replacement Offering Circular as the case may be, the definition of Offering Circular in clause 1.1 shall, mean the Offering Circular prior to the receipt by such Dealer of such supplement or replacement Offering Circular as the case may be.
(d)		If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared and published in accordance with the Prospectus Directive by the Obligors in a form approved by the Dealers.
5.3		Listing and public offers
		Each of the Obligors

	(a)		in the case of Notes which are intended to be listed on the Irish Stock Exchange shall cause an initial application to be made for Notes issued under the Programme to be listed on the Irish Stock Exchange; and
	(b)		in the case of Notes which are intended to be listed on the Irish Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require the publication of a prospectus under the Prospectus Directive confirms that the Offering Circular has been approved as a base prospectus by the IFSRA and that it and the applicable Final Terms have been published in accordance with the Prospectus Directive.

If in relation to any issue of Notes, it is agreed between the relevant Issuer and the relevant Dealer or the Lead Manager, as the case may be, to list the Notes on a Stock Exchange, the relevant Issuer and ENEL (if not the relevant Issuer) undertakes to use its best endeavours to obtain and maintain the listing of the Notes on that Stock Exchange. If any Notes cease to be listed on the relevant Stock

		Exchange, each of the relevant Issuer and ENEL (if not the relevant Issuer) shall use its best endeavours promptly to list the Notes on a stock exchange to be agreed between the relevant Issuer and the relevant Dealer or, as the case may be, the Lead Manager. For the avoidance of doubt, where the relevant Issuer has obtained the listing of Notes on a regulated market in the European Economic Area, the undertaking extends to maintaining that listing or, if this is not possible, to using its best endeavours promptly to obtain listing of the relevant Notes on another European Economic Area regulated market.
		Each of the Obligors shall comply with the rules of each relevant Stock Exchange (or any other relevant authority or authorities) and shall otherwise comply with any undertakings given by it from time to time to the relevant Stock Exchange (or any other relevant authority or authorities) in connection with the listing of any Notes on that Stock Exchange and, without prejudice to the generality of the foregoing, shall furnish or procure to be furnished to the relevant Stock Exchange (or any other relevant authority or authorities) all the information which the relevant Stock Exchange (or any other relevant authority or authorities) may require in connection with the listing on that Stock Exchange of any Notes.
5.4		The Agreements
		ENEL undertakes to promptly notify each of the Dealers of any termination of, or amendment to, any of the Agreements and of any change in the Principal Paying Agent or Registrar under the Agency Agreement.
5.5		Lawful compliance
		Each Obligor undertakes at all times to ensure that all necessary action is taken and all necessary conditions are fulfilled (including, without limitation, obtaining and, where relevant, maintaining in full force and effect all necessary permissions, consents or approvals of all relevant governmental authorities) so that such Obligor (and, where such Obligor is ENEL S.A., ENEL) may lawfully comply with its obligations under all Notes and the Agreements to which it is a party and, further, so that it may comply so far as such Obligor is aware, after making all reasonable enquiries, with any applicable laws, regulations and guidance from time to time promulgated by any governmental and regulatory authorities relevant in the context of the Agreements and the issue of any Notes.
5.6		U.S. covenants
		Each Obligor shall:

	(a)		in relation to any Series of Notes to be accepted into the book-entry system of DTC, co-operate with the relevant Dealer or, as the case may be, the Lead Manager and use its best efforts to permit the relevant Notes to be eligible for clearance and settlement through DTC and to be designated as PORTAL-eligible securities in accordance with the rules and regulations of the National Association of Securities Dealers, Inc.;
	(b)		promptly from time to time take such action as the relevant Dealer or, as the case may be, the Lead Manager may reasonably request in order to ensure the qualification of any Notes for offering and sale under the securities laws of such jurisdictions in the United States as the Dealer may reasonably request, and to comply with those laws so as to permit the continuance of sales and dealings in the Notes in those jurisdictions for as long as may be necessary to complete the distribution of the Notes;
	(c)		not permit offers or sales of Bearer Notes to be made in the United States or its possessions or to United States persons (terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations under it);

	(d)		not be or become, at any time an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;
	(e)		for so long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, not, and shall not permit any of its respective affiliates to, resell any Notes that have been acquired by it otherwise than pursuant to an exemption from the registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act; and
	(f)		for so long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act it will maintain the Deed Poll in full force and effect and unamended (save in so far as is necessary to comply with applicable law).

5.7		Authorised representative
		Each Obligor will notify the Dealers immediately in writing if any of the persons named in the list referred to in paragraph 3 of Part 1 of the Initial Documentation List ceases to be authorised to take action on its behalf or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Dealers that such person has been so authorised.
5.8		Auditors’ comfort letters
		Each Obligor will:

	(a)		at the time of the preparation of the initial Offering Circular;
	(b)		on each occasion when the Offering Circular is updated or amended pursuant to subclause 5.2(a) and, if so requested by the Arranger on behalf of the Dealers or the relevant Dealer or Lead Manager, and on each occasion when the Offering Circular is revised, supplemented or amended (insofar as the revision, supplement, update or amendment concerns or contains financial information about such Obligor); and
	(c)		when any agreement is made to issue and purchase Notes under clause 2,

		deliver, at the expense of such Obligor (failing which, if different, ENEL), to the Dealers in the case of (a) or (b) above, or the relevant Dealer(s) in the case of (c) above, a comfort letter from independent auditors of such Obligor in such form and with such content as the Dealers may reasonably request provided that no letter will be delivered under paragraph (b) above if the only revision, supplement or amendment concerned is the publication or issue of any interim or annual financial statements of such Obligor.
		If at or prior to the time of any agreement to issue and purchase Notes under clause 2, a request is made under paragraph (c) above with respect to the Notes to be issued, the receipt of the relevant comfort letter or letters in a form satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those Notes to that Dealer.
5.9		No other issues
		During the period commencing on an Agreement Date and ending on the Issue Date with respect to any Notes which are to be listed, neither Obligor will, without the prior consent of the relevant Dealer or, as the case may be, the Lead Manager, issue or agree to issue any other listed notes, bonds or other debt securities of whatsoever nature (other than Notes to be issued to the same Dealer)

		where the notes, bonds or other debt securities would have the same maturity and currency as the Notes to be issued on the relevant Issue Date.
5.10		Information on Noteholders’ meetings
		ENEL will, at the same time as it is despatched, furnish the Dealers with a copy of every notice of a meeting of the holders of the Notes (or any of them) which is despatched at the instigation of either Obligor and will notify the Dealers immediately upon its becoming aware that a meeting of the holders of the Notes (or any of them) has otherwise been convened.
5.11		Ratings
		Each Obligor undertakes promptly to notify the Dealers of any change in the ratings given by Moody’s and/or Standard & Poor’s of such Obligor’s debt or upon it becoming aware that such ratings are listed on “Creditwatch” or other similar publication of formal review by the relevant rating agency.
5.12		Commercial Paper
		In respect of any Tranche of Notes which has a maturity of less than one year, the relevant Issuer will issue such Notes only if the following conditions apply (or the Notes can otherwise be issued without contravention of Section 19 of the FSMA):

	(a)		the relevant Dealer covenants in the terms set out in paragraph 3(a) of Appendix 2; and
	(b)		the redemption value of each Note is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount).

5.13		Annual Information Statement
		Each of the Obligors undertakes that it will at least annually provide a document that contains or refers to all information published or made available to the public by it over the preceding 12 months in compliance with applicable securities laws, as required by Article 10 of the Prospectus Directive and furnish a copy to the Dealers.
5.14		Passporting
		If, in relation to any issue of Notes, the relevant Issuer has agreed with the relevant Dealer(s) that the home Member State that approved the Offering Circular will be requested to provide a certificate of approval to the competent authority of one or more host Member State(s) under Article 17 and Article 18 of the Prospectus Directive then the arrangements relating to such request (including, but not limited to, the cost of translating the summary contained in the Offering Circular for the purposes of the relevant host Member State) will be agreed between the relevant Issuer and the relevant Dealer(s) at the relevant time.
		In any such case, the relevant Issuer undertakes that it will use all reasonable endeavours to procure the delivery of a certificate of approval by the IFSRA to the competent authority in any host Member State in accordance with Article 17 and Article 18 of the Prospectus Directive and shall promptly notify each Dealer following receipt by the Issuer of confirmation that such certificate of approval has been so delivered.

6.		INDEMNITY
6.1		Without prejudice to the other rights or remedies of the Dealers, ENEL S.A. in relation to itself and ENEL in relation to itself and ENEL S.A. undertake to each of the Arrangers and each Dealer that if any Arranger or Dealer or any Relevant Party relating to any Arranger or Dealer incurs any documented liability, damages, cost, loss or expense (including, without limitation, documented legal fees, costs and expenses) (a Loss) arising out of, in connection with, or based on:

	(a)		any failure by such Obligor or, in respect of ENEL, any failure by ENEL S.A. to issue on the agreed Issue Date any Notes which a Dealer has agreed to purchase, unless such failure is as a result of the failure by the relevant Dealer to pay the aggregate purchase price for such Notes on the Issue Date; or
	(b)		any actual or alleged breach of the representations, warranties and undertakings contained in or made or deemed to be repeated by such Obligor under this Agreement or, in respect of ENEL, any actual or alleged breach of the representations, warranties and undertakings contained in or made or deemed to be repeated by ENEL S.A. under this Agreement; or
	(c)		any untrue or misleading (or allegedly untrue or misleading) statement in, or any omission (or alleged omission) from, the Offering Circular; or
	(d)		any untrue or misleading (or allegedly untrue or misleading) statement in any additional written information provided by such Obligor or, in respect of ENEL, such additional written information provided by ENEL S.A. to the Dealers under clause 7,

		such Obligor shall (subject as provided in clause 6.2), pay to the relevant Arranger or Dealer on demand an amount equal to such Loss. No Arranger or Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this clause 6.1.
6.2		In case any action shall be brought against any Relevant Party in respect of which recovery may be sought from an Obligor or Obligors under this clause 6, the relevant Arranger or Dealer shall promptly notify ENEL in writing but failure to do so will not relieve such Obligor or Obligors from any liability under this Agreement. The relevant Obligor or Obligors may participate at its/their own expense in the defence of the action. If such an election is made within a reasonable time after receipt of the notice, such Obligor or Obligors may assume the defence of the action with legal advisers chosen by it/them and approved by the Relevant Party defendant in the action, unless the Relevant Party reasonably objects to the assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such Obligor or Obligors. If such Obligor assumes or Obligors assume the defence of the action, such Obligor or Obligors shall not be liable for any fees and expenses of the legal advisers of the Relevant Party incurred thereafter in connection with the action unless:

	(a)		the relevant Obligor has or Obligors and the Relevant Party have mutually agreed to the retention of such legal advisers; or
	(b)		the relevant Obligor has or Obligors have failed to employ legal advisers approved by the Relevant Party (as provided in the third sentence of this clause 6.2) within a reasonable period of time after the assumption of the defence of such action by such Obligor or Obligors.

In no event shall such Obligor or Obligors be liable for the fees and expenses of more than one legal adviser or firm of legal advisers of the Relevant Party in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or

		circumstances. The relevant Obligor or Obligors shall not be liable to indemnify any Relevant Party for any settlement of any such action effected without the consent of such Obligor or Obligors (such consent not to be unreasonably withheld or delayed).
		If the relevant Obligor assumes or Obligors assume the defence of the action, no settlement of the action shall be effected by it without it consulting the Relevant Party prior to its agreement to any such settlement.
6.3		No Obligor shall be liable in respect of any settlement of any action effected without its consent, such consent not to be unreasonably withheld or delayed. No Obligor shall, without the prior written consent of the Relevant Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or action in respect of which recovery may be sought hereunder (whether or not any Relevant Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Relevant Party from all liability arising out of such claim or action and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of a Relevant Party.
7.		AUTHORITY TO DISTRIBUTE DOCUMENTS
		Subject to clause 8, each Obligor hereby authorises each of the Dealers on behalf of each Obligor to provide copies of, and to make oral statements consistent with, the Offering Circular and such additional written information as an Obligor shall provide to the Dealers or approve for the Dealers to use or such other information as is in the public domain to actual and potential purchasers of Notes.
8.		DEALERS’ UNDERTAKINGS
8.1		Each Dealer agrees to comply with the restrictions and agreements set out in Appendix 2 unless otherwise agreed with ENEL. In addition, each Obligor agrees to comply with the restrictions set out in paragraph 5 of Appendix 2.
8.2		Each Dealer severally undertakes with each Obligor to indemnify such Obligor against any documented losses, liabilities, costs or damages (including, without limitation, documented legal fees, costs and expenses) which it may incur, or which may be made against it, as a result of or in relation to any failure by that Dealer to observe any of such restrictions or agreements set out in Appendix 2, provided that each Dealer shall not be liable for any losses, liabilities, costs, damages or expenses if such Dealer believed in good faith to have complied with such restrictions and agreements.
9.		RESPONSIBILITY FOR SALES
		No Obligor shall have responsibility in respect of the legality of each Dealer offering and selling the Notes in any jurisdiction or in respect of the Notes qualifying for sale in any jurisdiction.
10.		FEES, EXPENSES AND STAMP DUTIES
10.1		The Obligors jointly and severally undertake that they will:

	(a)		pay to each Dealer all commissions agreed between the relevant Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax thereon);
	(b)		pay (together with any value added tax or other tax thereon):

(i)

the fees and expenses of their legal advisers and auditors;

	(ii)		the cost of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange;
	(iii)		the cost of obtaining any credit rating for the Notes;
	(iv)		the fees and expenses of the Agents appointed under the Agency Agreement; and
	(v)		all documented expenses in connection with the establishment of the Programme including, but not limited to, the preparation, publication and printing of the Offering Circular (including all amendments and supplements to it) and the cost of any publicity agreed by ENEL.

	(c)		pay the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other tax thereon) in connection with the establishment and each update of the Programme;
	(d)		pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in connection with the entry into, performance, enforcement or admissibility in evidence of any Note, any of the Agreements or any communication pursuant thereto and that they will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax unless the delay or omission can be reasonably attributed to the Dealers; and
	(e)		reimburse each Dealer for its documented costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement.

10.2		All payments by either Obligor under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Italy or Luxembourg or by any department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto, other than taxes an overall tax income (if any) (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Obligors jointly and severally undertake to increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Obligors jointly and severally agree to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by either Obligor under this Agreement.
11.		TERMINATION OF APPOINTMENT OF DEALERS
		Any Obligor (as to itself) or a Dealer (as to itself) may terminate the arrangements described in this Agreement by giving not less than 30 days’ written notice to the other parties. The Obligors may terminate the appointment of a Dealer or Dealers by ENEL giving not less than 30 days’ written notice to such Dealer or Dealers (with a copy to all the other Dealers and the Principal Paying Agent). Termination shall not affect any rights or obligations (including but not limited to those arising under clauses 6, 8 and/or 10) which have accrued at the time of termination or which accrue thereafter in relation to any act or omission or alleged act or omission which occurred before termination.
12.		APPOINTMENT OF NEW DEALERS
12.1		ENEL, on behalf of the Obligors, may at any time appoint one or more New Dealers for the duration of the Programme or, with regard to an issue of a particular Tranche of Notes, one or more New

Dealers for the purposes of that Tranche, in either case upon the terms of this Agreement. Unless an appointment is made in a Subscription Agreement any appointment shall be made by:

	(a)		the delivery by the New Dealer to ENEL of an appropriate Dealer Accession Letter; and
	(b)		the delivery by ENEL to the New Dealer of an appropriate Confirmation Letter.

12.2		Upon receipt of the relevant Confirmation Letter or execution of the relevant Subscription Agreement, as the case may be, each New Dealer shall, subject to the terms of the relevant Dealer Accession Letter or the relevant Subscription Agreement, as the case may be, become a party to this Agreement, vested with all authority, rights, powers, duties and obligations of a Dealer as if originally named as a Dealer under this Agreement provided that, except in the case of the appointment of a New Dealer for the duration of the Programme, following the Issue Date of the relevant Tranche, the relevant New Dealer shall have no further such authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of the relevant Tranche.
12.3		ENEL shall promptly notify the other Dealers and the Principal Paying Agent of any appointment of a New Dealer for the duration of the Programme by supplying to them a copy of any Dealer Accession Letter and Confirmation Letter. Such notice shall be required to be given in the case of an appointment of a New Dealer for a particular Tranche of Notes to the Principal Paying Agent only.
13.		INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME
13.1		From time to time ENEL, on behalf of the Obligors, may increase the aggregate nominal amount of the Notes that may be issued under the Programme by delivering to the Listing Agent and the Dealers (with a copy to the Principal Paying Agent) a letter substantially in the form set out in Appendix 4. Upon the date specified in the notice (which date may not be earlier than seven London business days after the date the notice is given) and subject to satisfaction of the conditions precedent set out in clause 13.2, all references in the Agreements to a Global Medium Term Note Programme of a certain nominal amount shall be deemed to be references to a Global Medium Term Note Programme of the increased nominal amount.
13.2		Notwithstanding clause 13.1, the right of ENEL, on behalf of the Obligors, to increase the aggregate nominal amount of the Programme shall be subject to each Dealer having received and found satisfactory all the documents and confirmations described in Part II of the Initial Documentation List (with such changes as may be relevant with reference to the circumstances at the time of the proposed increase as are agreed between ENEL and the Dealers), and the satisfaction of any further conditions precedent that any of the Dealers may reasonably require, including, without limitation, the production and publication in accordance with the Prospectus Directive of a new Offering Circular or a supplement to the Offering Circular by the Obligors and any further or other documents required by the relevant Stock Exchange and/or relevant authority or authorities for the purpose of listing any Notes to be issued under the increased Programme on the relevant Stock Exchange. The Arrangers shall circulate to the Dealers all the documents and confirmations described in Part II of the Initial Documentation List and any further conditions precedent so required. Any Dealer must notify the Arrangers and ENEL within seven London business days of receipt if it considers, in its reasonable opinion, that any of the documents, confirmations and, if applicable, further conditions precedent are unsatisfactory and, in the absence of such notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory and any further conditions precedent to be satisfied.

14.		STATUS OF THE ARRANGERS
		Each of the Dealers agrees that each of the Arrangers has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme and has no responsibility to it for (a) the adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking, agreement, statement or information in the Offering Circular, any Final Terms, this Agreement or any information provided in connection with the Programme or (b) the nature and suitability to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any Tranche.
15.		COUNTERPARTS
		This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
16.		COMMUNICATIONS
16.1		All communications shall be made by telex, fax or letter delivered by hand or (but only where specifically provided in the Procedures Memorandum) by telephone, subject in the latter case to confirmation by telex, fax or letter. Each communication shall be to the relevant party at the telex number, fax number or address or telephone number and, in the case of a communication by telex, fax or letter, marked for the attention of, or (in the case of a communication by telephone) made to, the person or department from time to time specified in writing by that party to the others for the purpose. The initial telephone number, telex number, fax number and person or department so specified by each party are set out in the Procedures Memorandum.
16.2		A communication shall be deemed received (if by telex) when a confirmed answerback is received at the end of the transmission, (if by fax) when an acknowledgement of receipt is received, (if by telephone) when confirmed by telex, fax or letter or (if by letter) when delivered, in each case in the manner required by this clause. However, if a communication is received after business hours on any business day or on a day which is not a business day in the place of receipt it shall be deemed to be received and become effective at the opening of business on the next business day in the place of receipt. Every communication shall be irrevocable save in respect of any manifest error therein.
16.3		Any notice given under or in connection with this Agreement shall be in English. All other documents provided under or in connection with this Agreement shall be:

	(a)		in English; or
	(b)		if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

16.4		All communications to ENEL S.A. shall be sent in copy to ENEL.
17.		BENEFIT OF AGREEMENT
17.1		This Agreement shall be binding on and shall inure for the benefit of each Obligor and each Dealer and their respective successors and permitted assigns.
17.2		A Dealer may only assign or transfer its rights or obligations under this Agreement with the prior written consent of ENEL and ENEL S.A. except for an assignment and/or transfer of all of a Dealer’s rights and obligations under this Agreement in whatever form the Dealer determines may be appropriate to a partnership, corporation, trust or other organisation in whatever form that may succeed to, or to which the Dealer transfers, all or substantially all of the Dealer’s assets and business

		and that assumes the obligations by contract or operation of law. Upon any transfer and assumption of obligations the Dealer shall be relieved of and fully discharged from all obligations under this Agreement, whether the obligations arose before or after the transfer and assumption.
18.		CURRENCY INDEMNITY
		If, under any applicable law and whether pursuant to a judgment being made or registered against either Obligor or in the liquidation, insolvency or analogous process of either Obligor or for any other reason, any payment under or in connection with this Agreement is made or falls to be satisfied in a currency (the other currency) other than that in which the relevant payment is expressed to be due (the required currency) under this Agreement, then, to the extent that the payment (when converted into the required currency at the rate of exchange on the date of payment or, if it is not practicable for the relevant Dealer to purchase the required currency with the other currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process, at the rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the relevant Dealer falls short of the amount due under the terms of this Agreement, the Obligors jointly and severally undertake that they shall, as a separate and independent obligation, indemnify and hold harmless the Dealer against the amount of such shortfall. For the purpose of this clause rate of exchange means the rate at which the relevant Dealer is able on the London foreign exchange market on the relevant date to purchase the required currency with the other currency and shall take into account any premium and other reasonable costs of exchange.
19.		CALCULATION AGENT
19.1		In the case of any Series of Notes which require the appointment of a Calculation Agent, the relevant Dealer or, as the case may be, the Lead Manager may request the relevant Issuer and ENEL (if not the relevant Issuer) to appoint the Dealer or Lead Manager, or a person nominated by the Dealer or Lead Manager (a Nominee), as Calculation Agent.
19.2		Should a request be made to the relevant Issuer and ENEL (if not the relevant Issuer) for the appointment of that Dealer or Lead Manager as the Calculation Agent, the appointment shall be automatic upon the issue of the relevant Series of Notes and shall, except as agreed, be on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement, and no further action shall be required to effect the appointment of the Dealer or Lead Manager as Calculation Agent in relation to that Series of Notes, and the Schedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The name of the Dealer or Lead Manager so appointed will be entered in the applicable Final Terms.
19.3		Should a request be made to the relevant Issuer and ENEL (if not the relevant Issuer) for the appointment of a Nominee as the Calculation Agent, the Nominee shall agree with the relevant Issuer and ENEL (if not the relevant Issuer) in writing to its appointment as Calculation Agent on the terms set out in the Calculation Agency Agreement set out in Schedule 1 to the Agency Agreement and no further action shall be required to effect the appointment of the Nominee as Calculation Agent in relation to that Series of Notes, and the Schedule to the Calculation Agency Agreement shall be deemed to be duly annotated to include that Series. The name of the Nominee so appointed will be entered in the applicable Final Terms.
20.		STABILISATION
		In connection with the distribution of any Notes, any Dealer designated as a Stabilising Manager in the applicable Final Terms may over-allot or effect transactions which support the market price of the Notes and/or any associated securities at a level higher than that which might otherwise prevail,

		but in doing so such Dealer shall act as principal and not as agent of the Obligors. Any stabilisation will be conducted in accordance with all applicable regulations. Any loss resulting from over-allotment and stabilisation shall be borne, and any net profit arising therefrom shall be retained, by any Stabilising Manager for its own account.
21.		CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
		A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
22.		GOVERNING LAW AND SUBMISSION TO JURISDICTION
22.1		This Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2 shall be governed by, and construed in accordance with, the laws of England.
22.2		Each Obligor irrevocably agrees for the benefit of the Dealers that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with this Agreement may be brought in such courts.
22.3		Each Obligor irrevocably waives any objection which it may have to the laying of the venue of any Proceedings in any such courts and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings brought in the English courts shall be conclusive and binding upon such Obligor and may be enforced in the courts of any other jurisdiction to the extent permitted by law.
22.4		Nothing contained in this clause shall limit any right to take Proceedings against any Obligor in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction to the extent permitted by law, whether concurrently or not.
22.5		Each Obligor appoints Fleetside Legal Representative Services Limited at its registered office at One Bishops Square, London E1 6AO as its agent for service of process in England and agrees that, in the event of Fleetside Legal Representative Services Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.

SIGNATORIES

Please confirm this letter sets out the arrangements agreed between us.

The Dealers

DEUTSCHE BANK AG, LONDON BRANCH

By:		RENATO GRELLE

J.P. MORGAN SECURITIES LTD.

By:		PAOLO ZAMPIGA

ABN AMRO BANK N.V.
BANCA IMI S.P.A.
BARCLAYS BANK PLC
BNP PARIBAS
CITIGROUP GLOBAL MARKETS LIMITED
CREDIT SUISSE SECURITIES (EUROPE) LIMITED
GOLDMAN SACHS INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MEDIOBANCA-BANCA DI CREDITO FINANZIARIO S.P.A.
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO. INTERNATIONAL PLC
UBS LIMITED

Each by its duly authorised signatory:

JESSICA PARKINSON

We agree to the foregoing.

The Obligors

ENEL — SOCIETÀ PER AZIONI

By:		CLAUDIO MACHETTI

ENEL FINANCE INTERNATIONAL S.A.

By:		GABRIELE FREA

APPENDIX 1

INITIAL DOCUMENTATION LIST

PART 1

1.		A certified copy of the by-laws of each Obligor.
2.		A certified copy of all resolutions and other authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of each Obligor:

	(a)		to approve its entry into the Agreements and the creation of the Programme;
	(b)		to authorise appropriate persons to execute each of the Agreements and any Notes and to take any other action in connection therewith; and
	(c)		to authorise appropriate persons to enter into agreements with any Dealer on behalf of such Obligor as the relevant Issuer to issue Notes in accordance with clause 2 of this Agreement.

3.		A certified list of the names, titles and specimen signatures of the persons authorised on behalf of each Obligor in accordance with paragraph 2(c).
4.		Certified copies of any other governmental or other consents, authorisations and approvals required for each Issuer to issue Notes or for ENEL to guarantee Notes pursuant to the Guarantee, for each Obligor to execute and deliver the Agreements and for each Obligor to fulfil its obligations under the Agreements.
5.		Confirmation that one or more master Temporary Bearer Global Notes, master Permanent Bearer Global Notes, master Regulation S Global Notes and master Rule 144A Global Notes (from which copies can be made for each particular issue of Notes), duly executed by a person or persons authorised to take action on behalf of the relevant Issuer as specified in paragraph 2(b) above, have been delivered to the Principal Paying Agent and the Registrar, as appropriate.
6.		Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from:

	(a)		Allen & Overy, legal advisers to ENEL as to Italian law;
	(b)		Allen & Overy Luxembourg, legal advisers to ENEL S.A. as to Luxembourg law; and
	(c)		Allen & Overy LLP, legal advisers to the Dealers as to English law.

7.		A conformed copy of each Agreement and confirmation that executed copies of such documents have been delivered, in the case of the Agency Agreement, to the Principal Paying Agent (for itself and the other agents party thereto), in the case of each Deed of Covenant, to a common depositary for Euroclear and Clearstream, Luxembourg and, in the case of the Guarantee, to the Principal Paying Agent and, in the case of the Deed Poll, to the Registrar.
8.		Confirmation of the execution and delivery by each Issuer of a Programme effectuation authorisation to each of Euroclear and Clearstream, Luxembourg (the ICSDs), the execution and delivery by each Issuer of an Issuer-ICSDs Agreement and the making by the Principal Paying Agent of a common safekeeper election in accordance with sub-clause 2.6 of the Agency Agreement.

9.		A printed final version of the Offering Circular and a copy of the final Procedures Memorandum.
10.		Confirmation that the Offering Circular has been approved as a base prospectus by the IFSRA and has been published in accordance with the Prospectus Directive.
11.		A copy of the DTC Letter of Representations duly signed by the Principal Paying Agent and DTC.
12.		Comfort letter from KPMG S.p.A. as independent auditors of ENEL in such form and with such content as the Dealers may reasonably request.
13.		Comfort letter from KPMG Audit as independent auditors of ENEL S.A. in such form and with such content as the Dealers may reasonably request.
14.		Confirmation that the Programme has been rated Aa3 by Moody’s and A+ by Standard & Poor’s.
15.		Letter from Fleetside Legal Representative Services Limited confirming its acceptance as agent for service of process of the Obligors.

PART 2

1.		A certified copy of the by-laws of each Obligor or confirmation that they have not been changed since they were last submitted to the Dealers.
2.		A certified copy of all resolutions and other authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of the Obligors to approve the increase in the amount of the Programme.
3.		Certified copies of any other governmental or other consents, authorisations and approvals required for the increase.
4.		Confirmation that one or more master Temporary Bearer Global Notes, master Permanent Bearer Global Notes, master Regulation S Global Notes and master Rule 144A Global Notes (from which copies can be made for each particular issue of Notes), duly executed by a person or persons authorised to take action on behalf of each Issuer as specified in paragraph 2(b) of Part I of the Initial Documentation List, have been delivered to the Principal Paying Agent and the Registrar, as appropriate.
5.		Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from:

	(a)		Allen & Overy, legal advisers to ENEL as to Italian law;
	(b)		Allen & Overy Luxembourg, legal advisers to ENEL S.A. as to Luxembourg law; and
	(c)		Allen & Overy LLP, legal advisers to the Dealers as to English law.

6.		A printed final version of the Offering Circular.
7.		Confirmation from the Listing Agent that Notes to be issued under the increased Programme will be listed on the Irish Stock Exchange.
8.		A copy of the DTC Letter of Representations duly signed by the Principal Paying Agent and DTC.
9.		Comfort letter from KPMG S.p.A. as independent auditors of ENEL in such form and with such content as the Dealers may reasonably request.
10.		Comfort letter from KPMG Audit as independent auditors of ENEL S.A. in such form and with such content as the Dealers may reasonably request.
11.		Confirmation from Moody’s, and Standard & Poor’s that there has been no change in the rating assigned by them to the Programme as a result of the increase.

APPENDIX 2

SELLING RESTRICTIONS

1.		United States
1.1		The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Each Dealer represents and agrees that, except as provided in 1.4 below, it has offered and sold any Notes, and will offer and sell any Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, each Dealer further represents and agrees that it, its affiliates or any persons acting on its or their behalf have not engaged and will not engage in any directed selling efforts with respect to any Note, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect:
		“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of the Securities as determined and certified by the relevant Dealer, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.”
		Terms used in this paragraph 1.1 have the meanings given to them by Regulation S. 1.2 In addition in respect of Bearer Notes where TEFRA D is specified in the applicable Final Terms:

	(a)		except to the extent permitted under U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the D Rules), each Dealer (a) represents that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes in bearer form to a person who is within the United States or its possessions or to a United States person, and (b) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Notes in bearer form that are sold during the restricted period;
	(b)		each Dealer represents that it has and agrees that throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes in bearer form are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

	(c)		if it is a United States person, each Dealer represents that it is acquiring the Notes for purposes of resale in connection with their original issuance and if it retains Notes in bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. Section l.163-5(c)(2)(i)(D)(6);
	(d)		with respect to each affiliate that acquires Notes from a Dealer for the purpose of offering or selling such Notes during the restricted period, such Dealer repeats and confirms the representations and agreements contained in subparagraphs (a), (b) and (c) on such affiliate’s behalf and
	(e)		each Dealer agrees that it will obtain from any distributor (within the meaning of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(4)(ii)) that purchases any Notes from it pursuant to a written contract with such Dealer (except a distributor that is one of its affiliates or is another Dealer), for the benefit of the relevant Issuer and each other Dealer, the representations contained in, and such distributor’s agreement to comply with, the provisions of subclauses (a), (b), (c) and (d) of this paragraph insofar as they relate to the D Rules, as if such distributor were a Dealer hereunder.

		Terms used in this paragraph 1.2 have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.
1.3		In respect of Bearer Notes where TEFRA C is specified in the applicable Final Terms, such Bearer Notes must be issued and delivered outside the United States and its possessions in connection with their original issuance. Each Dealer represents and agrees that it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, such Bearer Notes within the United States or its possessions in connection with their original issuance. Further, each Dealer represents and agrees in connection with the original issuance of such Bearer Notes that it has not communicated, and will not communicate, directly or indirectly, with a prospective purchaser if such purchaser is within the United States or its possessions and will not otherwise involve its U.S. office in the offer or sale of such Bearer Notes.
1.4		Notwithstanding anything above to the contrary, it is understood that, if so specified in the applicable Final Terms, Registered Notes may be offered and sold pursuant to a private placement in the United States, and in connection therewith each Dealer represents and agrees that:

	(a)		offers, sales, resales and other transfers of Notes made in the United States made or approved by a Dealer (including offers, resales or other transfers made or approved by a Dealer in connection with secondary trading) shall be made with respect to Registered Notes only and shall be effected pursuant to an exemption from the registration requirements of the Securities Act;
	(b)		offers, sales, resales and other transfers of Notes made in the United States will be made only in private transactions to institutional investors that are reasonably believed to qualify as qualified institutional buyers within the meaning of Rule 144A (each such institutional investor being hereinafter referred to as a QIB);
	(c)		the Notes will be offered in the United States only by approaching prospective purchasers on an individual basis. No general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act will be used in connection with the offering of the Notes in the United States;
	(d)		no sale of Notes in the United States to any one QIB will be for less than U.S.$100,000 principal amount or its equivalent rounded upwards and no Note will be issued in connection with such a sale in a smaller principal amount. If such purchaser is a non-bank fiduciary

			acting on behalf of others, each person for whom it is acting must purchase at least U.S.$100,000 principal amount of the Notes; and
	(e)		each Note sold as a part of a private placement in the United States and each Regulation S Global Note shall contain a legend in substantially the form set out on the face of such Note in the Agency Agreement.

1.5		Each issue of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the relevant Issuer and the relevant Dealer may agree as a term of the issue and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms. The relevant Dealer agrees that it shall offer, sell and deliver such Notes only in compliance with such additional U.S. selling restrictions.
2.		European Economic Area
		In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:

	(a)		in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;
	(b)		at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
	(c)		at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
	(d)		at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive

		For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
3.		United Kingdom
		Each Dealer represents and agrees that:

	(a)		in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
	(b)		it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Obligors; and
	(c)		it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

4.		Japan
		The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, or regulations and ministerial guidelines of Japan.
5.		France
		Each of the Dealers and each Obligor represents and agrees that:

	(a)		Offer to the public in France:
			it has only made and will only make an offer of Notes to the public (appel public à l’épargne) in France in the period beginning (i) when a prospectus in relation to those Notes has been approved by the Autorité des marchés financiers (AMF), on the date of its publication or, (ii) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF and ending at the latest on the date which is 12 months after the date of the approval of the Offering Circular, all in accordance with articles L.412-1 and L.621-8 of the French Code monétaire et financier and the Règlement général of the AMF; or
	(b)		Private placement in France:
			it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Offering Circular, the relevant Final Terms or any other offering material relating to the Notes and such offers, sales and distributions have been and will be made in France only to (a) providers of investment

services relating to portfolio management for the account of third parties, and/or (b) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier.

6.		Italy
		The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of the Offering Circular or of any other document relating to the Notes be distributed in the Republic of Italy, except:

	(a)		to professional investors (operatori qualificati) (the Professional Investors), as defined in Article 31, second paragraph, of CONSOB (the Italian Securities Exchange Commission) Regulation No. 11522 of 1 July 1998, as amended (Regulation No. 11522); or
	(b)		in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (the Financial Services Act) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May, 1999, as amended (Regulation No. 11971).

Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other document relating to the Notes in the Republic of Italy under (a) or (b) above must be:

	(i)		made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Regulation No. 11522 and Legislative Decree No. 385 of 1 September 1993, as amended (the Banking Act); and
	(ii)		in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and
	(iii)		in compliance with any other applicable laws and regulations or requirements imposed by CONSOB.

		Please note that in accordance with Article 100-bis of the Financial Services Act, where no exemption from the rules on solicitation of investments applies under (a) and (b) above, the subsequent distribution of the Notes on the secondary market in Italy must be made in compliance with the public offer and the prospectus requirement rules provided under the Financial Services Act and Regulation No. 11971. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the intermediary transferring the financial instruments for any damages suffered by the investors.
7.		Luxembourg
		In addition to the cases described in the European Economic Area selling restrictions in which the Issuer can make an offer of Notes to the public in a Relevant Member State (including the Grand Duchy of Luxembourg), the Issuer can also make an offer of Notes to the public in the Grand Duchy of Luxembourg:

(i)

at any time, to national and regional governments, central banks, international and supranational institutions (such as the International Monetary Fund, the European Central Bank, the European Investment Bank) and other similar international organisations;

	(ii)		at any time, to legal entities which are authorised or regulated to operate in the financial markets (including, credit institutions, investment firms, other authorised or regulated financial institutions, insurance companies, undertakings for collective investment and their management companies, pension and retirement funds and their management companies, commodity dealers) as well as entities not so authorised or regulated whose corporate purpose is solely to invest in securities; and
	(iii)		at any time, to certain natural persons or small and medium-sized enterprises (as defined in the Luxembourg act dated 10 July 2005 relating to prospectuses for securities implementing the Prospectus Directive into Luxembourg law) recorded in the register of natural persons or small and medium-sized enterprises considered as qualified investors as held by the Commission de surveillance du secteur financier, as competent authority in Luxembourg in accordance with the Prospectus Directive.

8.		General
		Each Dealer agrees that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the Offering Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuer and any other Dealer shall have any responsibility therefor.
		None of the Obligors and any of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating any such sale.
		With regard to each Tranche, the relevant Dealer will be required to comply with any additional restrictions agreed between the Issuer and the relevant Dealer and set out in the applicable Final Terms.

APPENDIX 3

FORMS OF DEALER ACCESSION LETTERS AND CONFIRMATION LETTERS

PART 1

FORM OF DEALER ACCESSION LETTER — PROGRAMME

[Date]

To:		ENEL — Società per azioni (ENEL)

Dear Sirs,

ENEL — Società per azioni
and
ENEL Finance International S.A.
Global Medium Term Note Programme

We refer to the Amended and Restated Programme Agreement dated 4 May 2007 entered into in respect of the above Medium Term Note Programme and made between the Obligors (as defined therein) and the Dealers party to it (which agreement, as amended, supplemented or restated from time to time, is referred to as the Programme Agreement).

We confirm that we are in receipt of the following documents:

(a)		a copy of the Programme Agreement; and
(b)		a copy of current versions of all other documents delivered under Appendix 1 to the Programme Agreement as we have requested,

and have found them to our satisfaction.^*

For the purposes of the Programme Agreement our notice details are as follows:

[insert name, address, telephone, facsimile, telex (+ answerback) and attention].

In consideration of the appointment by ENEL, on behalf of the Obligors, of us as a Dealer under the Programme Agreement we undertake, for the benefit of the Obligors and each of the other Dealers, that we will perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the Programme Agreement.

This letter is governed by, and shall be construed in accordance with, English law.

Yours faithfully,
[Name of New Dealer]

By:

cc:		JPMorgan Chase Bank, N.A. as Principal Paying Agent The other Dealers

PART 2

FORM OF DEALER ACCESSION LETTER — PROGRAMME

[Date]

To:      [Name and address of New Dealer]

Dear Sirs,

ENEL — Società per azioni
and
ENEL Finance International S.A.
Global Medium Term Note Programme

We refer to the Amended and Restated Programme Agreement dated 4 May 2007 (which agreement, as amended, supplemented or restated from time to time, is referred to as the Programme Agreement) entered into in respect of the above Medium Term Note Programme and acknowledge receipt of your Dealer Accession Letter to us dated [specify].

We confirm that, with effect from today’s date, you shall become a Dealer under the Programme Agreement in accordance with clause 12.2 of the Programme Agreement.

Yours faithfully,
ENEL — Società per azioni

By:

cc:       JPMorgan Chase Bank, N.A. as Principal Paying Agent
            The other Dealers

PART 3

FORM OF DEALER ACCESSION LETTER — NOTE ISSUE

[Date]

To:      ENEL — Società per azioni
(ENEL)

Dear Sirs,

ENEL — Società per azioni
and
ENEL Finance International S.A.
[Description of issue]
(the Notes)

We refer to the Amended and Restated Programme Agreement dated 4 May 2007 and made between the Obligors (as defined therein) and the Dealers party to it (which agreement, as amended, supplemented or restated from time to time, is referred to as the Programme Agreement).

We confirm that we are in receipt of the following documents:

(a)		a copy of the Programme Agreement; and
(b)		a copy of current versions of such of all other documents delivered under Appendix 1 of the Programme Agreement as we have requested,

and have found them to our satisfaction.^*

For the purposes of the Programme Agreement our notice details are as follows:

[insert name, address, telephone, facsimile, telex (+ answerback) and attention].

In consideration of the appointment by ENEL, on behalf of the Obligors, of us as a Dealer under the Programme Agreement in respect of the issue of the Notes we undertake, for the benefit of the Obligors and each of the other Dealers, that, in relation to the issue of the Notes, we will perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the Programme Agreement.

This letter is governed by, and shall be construed in accordance with, English law.

Yours faithfully,
[Name of New Dealer]

By:

cc:      JPMorgan Chase Bank, N.A. as Principal Paying Agent

PART 4

FORM OF CONFIRMATION LETTER — NOTE ISSUE

[Date]

To:      [Name and address of New Dealer]

Dear Sirs,

ENEL — Società per azioni
and
ENEL Finance International S.A.
[Description of issue]
(the Notes)

We refer to the Amended and Restated Programme Agreement dated 4 May 2007 (which agreement, as amended, supplemented or restated from time to time, the Programme Agreement) and acknowledge receipt of your Dealer Accession Letter to us dated [specify].

We confirm that, with effect from today’s date, in respect of the issue of the Notes, you shall become a Dealer under the Programme Agreement in accordance with the provisions of clause 12.2 of the Programme Agreement.

Yours faithfully,
[ENEL — Societá per azioni]

[ENEL Finance International S.A.
société anonyme
35, boulevard du Prince Henri
L-1724 Luxembourg
R.C.S. Luxembourg: B60.086]

By:

cc:       JPMorgan Chase Bank, N.A. as Principal Paying Agent

APPENDIX 4

LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT OF THE PROGRAMME

[Date]

To:		The Dealers and the Listing Agent (as those expressions are defined in the Amended and Restated Programme Agreement dated 4 May 2007, as amended, supplemented or restated from time to time, (the Programme Agreement))

Dear Sirs,

ENEL — Società per azioni
and
ENEL Finance International S.A.
Global Medium Term Note Programme

We require, pursuant to clause 13.1 of the Programme Agreement, that the aggregate nominal amount of the above Programme be increased to €[specify] from [specify date which is no earlier than seven London business days after the date the notice is given] whereupon (but subject as provided in the next paragraph) all references in the Agreements will be deemed amended accordingly.

We understand that this increase is subject to the satisfaction of the condition set out in clause 13.2 of the Programme Agreement namely that each Dealer shall have received and found satisfactory all the documents and confirmations described in the Part II of the Initial Documentation List (with such changes as may be relevant, with reference to the circumstances at the time of the proposed increase, as are agreed between ENEL and the Dealers) and the delivery of any further conditions precedent that any of the Dealers may reasonably require.

You must notify the Arrangers and ourselves within seven London business days of receipt by you of those documents and confirmations and, if applicable, further conditions precedent if you consider (in your reasonable opinion) that any of them are unsatisfactory and, in the absence of such notification, you will be deemed to consider such documents and confirmations to be satisfactory and such further conditions precedent to be satisfied.

Terms used in this letter have the meanings given to them in the Programme Agreement.

Yours faithfully,
ENEL — Società per azioni

By:

cc:      JPMorgan Chase Bank, N.A. as Principal Paying Agent

APPENDIX 5

FORM OF SUBSCRIPTION AGREEMENT

[ENEL — Società per azioni/ENEL Finance International S.A.]

[DESCRIPTION OF ISSUE]

[DATE]

To:		[Names of Dealers] (the Managers)

c/o		[Name of Lead Manager] (the Lead Manager)

cc:		JPMorgan Chase Bank, N.A. as Principal Paying Agent JPMorgan Chase Bank, N.A. as Registrar

Dear Sirs,

[ENEL — Società per azioni/ENEL Finance International S.A.] (the Issuer) proposes to issue [DESCRIPTION OF ISSUE] (the Notes) under the €25,000,000,000 Global Medium Term Note Programme established by it. [The Notes will be unconditionally and irrevocably guaranteed by ENEL — Società per azioni (the Guarantor).]^* The terms of the issue shall be as set out in the form of Final Terms attached to this Agreement as Annexe A.

This Agreement is supplemental to the Amended and Restated Programme Agreement (the Programme Agreement) dated 4 May 2007 made between the Obligors (as defined therein) and the Dealers party thereto. All terms with initial capitals used herein without definition have the meanings given to them in the Programme Agreement.

We wish to record the arrangements agreed between us in relation to the issue:

1.

This Agreement appoints each Manager which is not a party to the Programme Agreement (each a New Dealer) as a New Dealer in accordance with the provisions of clause 12 of the Programme Agreement for the purposes of the issue of the Notes. The Lead Manager confirms that it is in receipt of the documents referenced below:

	(a)		a copy of the Programme Agreement; and
	(b)		a copy of such of the documents delivered under Appendix 1 of the Programme Agreement as it has requested

		and has confirmed with each New Dealer that it has found them to be satisfactory or (in the case of any or all of the documents referred to in (b) has waived such production.
		For the purposes of the Programme Agreement the details of the Lead Manager for service of notices are as follows:
		[insert name, address, telephone, facsimile, telex (+ answerback) and attention].

		In consideration of the Issuer [and the Guarantor]* appointing each New Dealer as a Dealer in respect of the Notes under the Programme Agreement, each New Dealer hereby undertakes, for the benefit of the Obligors, the Lead Manager (for itself and each of the other Dealers) and the Managers, that, in relation to the issue of the Notes, it will perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the Programme Agreement, a copy of which it acknowledges it has received from the Lead Manager. The Issuer [and the Guarantor each]* confirms that each New Dealer shall be vested with all authority, rights, powers, duties and obligations of a Dealer in relation to the issue of the Notes as if originally named as a Dealer under the Programme Agreement provided that following the Issue Date of the Notes each New Dealer shall have no further such authority, rights, powers, duties or obligations except for any which have accrued or been incurred prior to, or in connection with, the issue of the Notes.
2.		Subject to the terms and conditions of the Programme Agreement and this Agreement the Issuer agrees to issue the Notes and the Managers jointly and severally agree to subscribe or procure subscribers for the Notes at a price of [specify] per cent. of the principal amount of the Notes (the Purchase Price), being the issue price of [specify] per cent. less a selling [commission/concession] of [specify] per cent. of such principal amount and a combined management and underwriting commission of [specify] per cent. of such principal amount.
3.		The settlement procedures set out in Part [3/4] of Annex 1 to the Procedures Memorandum shall apply as if set out in this Agreement provided that, for the purposes of this Agreement:

	(a)		the sum payable on the Issue Date shall represent the Purchase Price less any amount payable in respect of Managers’ expenses as provided in the agreement referred to in clause 4 of this Agreement;
	(b)		Issue Date means [specify] a.m. ([specify] time) on [specify] or such other time and/or date as the Issuer and the Lead Manager on behalf of the Managers may agree; and
	(c)		Payment Instruction Date means the Issue Date unless there is to be a pre-closing for the issue in which case it means the business day (being a day on which banks and foreign exchange markets are open for general business in London) prior to the Issue Date.

4.		The arrangements in relation to expenses have been separately agreed between the Issuer [, the Guarantor]* and the Lead Manager.
5.		The obligation of the Managers to purchase the Notes is conditional upon:

	(a)		the conditions set out in clause 3.2 [and 3.3] (other than that set out in clause 3.2(f)) of the Programme Agreement being satisfied as of the Payment Instruction Date (on the basis that the references therein to relevant Dealer shall be construed as references to the Lead Manager) and without prejudice to the aforesaid, the Offering Circular dated [specify] containing all material information relating to the assets and liabilities, financial position and profits and losses of the Issuer [and the Guarantor]* and nothing having happened or being expected to happen which would require the Offering Circular[, as so supplemented,] to be [further] supplemented or updated; and
	(b)		the delivery to the Lead Manager on the Payment Instruction Date of:

(i)

legal opinions addressed to the Managers dated the Payment Instruction Date in such form and with such contents as the Lead Manager, on behalf of the Managers, may reasonably require from Allen & Overy, the legal advisers to the [Issuer/Guarantor]

			as to Italian law, from Allen & Overy Luxembourg, legal advisers to the Issuer as to Luxembourg law]* and from Allen & Overy LLP, the legal advisers to the Managers as to English law;
	(ii)		a certificate dated the Payment Instruction Date signed by a duly authorised officer of the Issuer [and a certificate dated the Payment Instruction Date signed by a duly authorised officer of the Guarantor]* giving confirmation to the effect stated in paragraph (i) of this clause;
	(iii)		a comfort letter dated the date of this Agreement and the Payment Instruction Date from the independent auditors of [each of]* the Issuer [and the Guarantor]*, in such form and with such content as the Managers may reasonably request; and
	(iv)		such other conditions precedent as the Lead Manager may require.

		If any of the foregoing conditions is not satisfied on or before the Payment Instruction Date, this Agreement shall terminate on that date and the parties to this Agreement shall be under no further liability arising out of this Agreement (except for any liability of the Issuer [or, failing the Issuer, the Guarantor]* in relation to expenses as provided in the agreement referred to in clause 4 and except for any liability arising before or in relation to termination), provided that the Lead Manager, on behalf of the Managers, may in its discretion waive any of the aforesaid conditions (other than the conditions precedent contained in clause 3.2(c), (n), (o) and (p) of the Programme Agreement) or any part of them.
6.		The Lead Manager, on behalf of the Managers, may, by notice to the Issuer [and the Guarantor]*, terminate this Agreement at any time prior to payment of the net purchase money to the Issuer if in the opinion of the Lead Manager there shall have been such a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would in its view be likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market and, upon notice being given, the parties to this Agreement shall (except for any liability of the Issuer, or failing the Issuer, the Guarantor]* in relation to expenses as provided in the agreement referred to in clause 4 of this Agreement and except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement.
7.		A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
8.		Clause 22 of the Programme Agreement shall also apply to this Agreement as if expressly incorporated herein.
9.		This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

Please confirm that this letter correctly sets out the arrangements agreed between us.

Yours faithfully, For:		[ENEL FINANCE INTERNATIONAL S.A. société anonyme 35, boulevard du Prince Henri L-1724 Luxembourg

		R.C.S. Luxembourg B.60.086
By:]*
[For:		ENEL — SOCIETÀ PER AZIONI
By:]*
We confirm that this letter correctly sets out the arrangements agreed between us.
For:		[NAMES OF MANAGERS]
By

ANNEXE A TO THE SUBSCRIPTION AGREEMENT

[Form of Final Terms]

AMENDED AND RESTATED AGENCY AGREEMENT

ENEL — SOCIETÀ PER AZIONI
and
ENEL FINANCE INTERATIONAL S.A.

€25,000,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME

CONFORMED COPY

4 May 2007

CONTENTS

Clause				Page
1.		Definitions and Interpretation			2
2.		Appointment of Agents			9
3.		Issue of Global Notes			10
4.		Exchange of Global Notes			12
5.		Determination of End of Distribution Compliance Period			14
6.		Terms of Issue			15
7.		Payments			16
8.		Determinations and Notifications in respect of Notes and Interest Determination			19
9.		Notice of any Withholding or Deduction			21
10.		Other Duties of the Registrar			21
11.		Duties of the Transfer Agents			23
12.		Regulations for Transfers of Registered Notes			23
13.		Duties of the Agents in Connection with Early Redemption			24
14.		Receipt and Publication of Notices			25
15.		Cancellation of Notes, Receipts, Coupons and Talons			25
16.		Issue of Replacement Notes, Receipts, Coupons and Talons			26
17.		Copies of Documents Available for Inspection			27
18.		Meetings of Noteholders			27
19.		Commissions and Expenses			28
20.		Indemnity			28
21.		Responsibility of the Agents			28
22.		Conditions of Appointment			29
23.		Communications between the Parties			30
24.		Changes in Agents			30
25.		Merger and Consolidation			32
26.		Notification of Changes to Agents			32
27.		Change of Specified Office			32
28.		Communications			32
29.		Taxes and Stamp Duties			33
30.		Amendments			33
31.		Contracts (Rights of Third Parties) Act 1999			33
32.		Governing Law and Submission to Jurisdiction			33
33.		Counterparts			34

Schedule				Page
1.		Form of Calculation Agency Agreement			35
2.		Terms and Conditions of the Notes			44
3.		Form of Deed of Covenant and Deed of Guarantee			74
		Part 1     Form of Deed of Covenant			74
		Part 2     Form of Deed of Guarantee			78
4.		Form of Put Notice			88
5.		Provisions for Meetings of Noteholders			89
		Part 1     Provisions for Meetings of Noteholders of ENEL			89
		Part 2     Provisions for Meetings of Noteholders of ENEL S.A.			96
6.		Forms of Global and Definitive Notes, Receipts, Coupons and Talons			103
		Part 1     Form of Temporary Bearer Global Note			103
		Part 2     Form of Permanent Bearer Global Note			113
		Part 3     Forms of Registered Global Notes			123
		Part 4     Form of Definitive Bearer Note			128
		Part 5     Form of Coupon			131
		Part 6     Form of Receipt			132
		Part 7     Form of Talon			133
		Part 8     Form of Definitive Registered Note			135
7.		Form of Deed Poll			139
8.		Form of Transfer Certificate			142
9.		Register and Transfer of Registered Notes			144
10.		Form of Substitution Deed Poll			146
11.		Additional Duties of The Principal Paying Agent			149
Signatories					150

AGENCY AGREEMENT

in respect of a

€25,000,000,000

GLOBAL MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is dated 4 May 2007

BETWEEN:

(1)		ENEL — SOCIETÀ PER AZIONI of Viale Regina Margherita 137, 00198 Rome, Italy (ENEL);
(2)		ENEL FINANCE INTERNATIONAL S.A., a public limited liability company (société anonyme) of 35, boulevard du Prince Henri, L-1724 Luxembourg, registered with the Luxembourg trade and companies register under number B.60.086 (ENEL S.A. and together with ENEL, the Obligors and each an Obligor);
(3)		JPMORGAN CHASE BANK, N.A. of Trinity Tower, 9 Thomas More Street, London, E1W 1YT (the Principal Paying Agent, which expression shall include any successor principal paying agent appointed under clause 24);
(4)		JPMORGAN CHASE BANK, N.A. of 4 New York Plaza, New York, NY 10004 (the Registrar, which expression shall include any successor registrar appointed under clause 24);
(5)		DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED of Guild House, Guild Street, IFSC, Dublin 1, Ireland (together with the Principal Paying Agent and the Registrar, the Paying Agents, which expression shall include any additional or successor paying agent appointed under clause 24 and Paying Agent shall mean any of the Paying Agents);
(6)		JPMORGAN CHASE BANK, N.A. of Trinity Tower, 9 Thomas More Street, London E1W 1YT and DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED of Guild House, Guild Street, IFSC, Dublin 1, Ireland (together with the Registrar, the Transfer Agents, which expression shall include any additional or successor transfer agent appointed under clause 24 and Transfer Agent shall mean any of the Transfer Agents); and
(7)		JPMORGAN CHASE BANK, N.A. of 4 New York Plaza, New York, NY 10004 (the Exchange Agent, which expression shall include any successor exchange agent appointed under clause 24).

WHEREAS:

(A)		ENEL, ENEL S.A., JPMorgan Chase Bank, N.A. and Deutsche International Corporate Services (Ireland) Limited, entered into an amended and restated Agency Agreement dated 8 November 2005 (the Original Agency Agreement) in respect of a €10,000,000,000 Global Medium Term Note Programme (the Programme).
(B)		The parties hereto wish to record that from the date hereof the aggregate nominal amount of the Programme shall be increased from €10,000,000,000 to €25,000,000,000.
(C)		The parties hereto wish to amend and restate the Original Agency Agreement. Any Notes issued under the Programme on or after the date hereof (other than any such Notes issued so as to be consolidated and form a single series with any Notes issued prior to the date hereof) shall be issued

pursuant to this Agreement. This does not affect any Notes issued under the Programme prior to the date of this Agreement.

IT IS AGREED:

1.		DEFINITIONS AND INTERPRETATION
1.1		In this Agreement:
		Agent means each of the Paying Agents, the Transfer Agents and the Exchange Agent;
		Bearer Notes means those of the Notes which are in bearer form;
		Calculation Agency Agreement in relation to any Series of Notes means an agreement in or substantially in the form of Schedule 1;
		Calculation Agent means, in relation to the Notes of any Series, the person appointed as calculation agent in relation to the Notes by the relevant Issuer pursuant to the provisions of a Calculation Agency Agreement (or any other agreement) and shall include any successor calculation agent appointed in respect of the Notes;
		CGN means a Temporary Bearer Global Note in the form set out in Part 1 of Schedule 6 or a Permanent Bearer Global Note in the form set out in Part 2 of Schedule 6, in either case where the applicable Final Terms specifies that the Notes are in CGN form;
		Clearstream, Luxembourg means Clearstream Banking, société anonyme;
		Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting the Series, the terms and conditions being in or substantially in the form set out in Schedule 2 or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer as modified and supplemented by the applicable Final Terms;
		Coupon means an interest coupon appertaining to a Definitive Bearer Note (other than a Zero Coupon Note), the coupon being:

	(a)		if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in Part 5 Part A of Schedule 6 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer; or
	(b)		if appertaining to a Floating Rate Note or an Index Linked Interest Note or a Dual Currency Interest Note, in the form or substantially in the form set out in Part 5 Part B of Schedule 6 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer; or
	(c)		if appertaining to a Definitive Bearer Note which is neither a Fixed Rate Note nor a Floating Rate Note nor an Index Linked Interest Note nor a Dual Currency Interest Note, in such form as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer,

and includes, where applicable, the Talon(s) appertaining to the relevant Note and any replacements for Coupons and Talons issued pursuant to Condition 11;

		Couponholders means the several persons who are for the time being holders of the Coupons and shall, unless the context otherwise requires, include the holders of Talons;
		Deed Poll means the deed poll dated 8 November 2005, substantially in the form set out in Schedule 7, executed as a deed by the Obligors in favour of the holders of the Rule 144A Notes or any beneficial interest in the Rule 144A Notes or any prospective purchasers of the Rule 144A Notes designated by any holder or beneficial owner of the Rule 144A Notes;
		Deed of Covenant means each Deed of Covenant dated 8 November 2005, substantially in the form set out in Schedule 3 of this Agreement, executed by the relevant Issuer;
		Definitive Bearer Note means a Bearer Note in definitive form issued or, as the case may require, to be issued by the relevant Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer in exchange for all or part of a Global Note in bearer form, the Definitive Bearer Note being in or substantially in the form set out in Part 4 of Schedule 6 with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer and having the Conditions endorsed on it or, if permitted by the relevant authority or authorities and agreed by the relevant Issuer and the relevant Dealer, incorporated in it by reference and having the applicable Final Terms (or the relevant provisions of the applicable Final Terms) either incorporated in it or endorsed on it and (except in the case of a Zero Coupon Note) having Coupons and, where appropriate, Receipts and/or Talons attached to it on issue;
		Definitive Notes means Definitive Bearer Notes and/or, as the context may require, Definitive Registered Notes;
		Definitive Registered Note means a Registered Note in definitive form issued or, as the case may require, to be issued by the relevant Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer either on issue or in exchange for all or part of a Registered Global Note, the Registered Note in definitive form being in or substantially in the form set out in Part 8 of Schedule 6 with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer and having the Conditions endorsed on it or attached to it or, if permitted by the relevant authority or authorities and agreed by the relevant Issuer and the relevant Dealer, incorporated in it by reference and having the applicable Final Terms (or the relevant provisions of the applicable Final Terms) either incorporated in it or endorsed on it or attached to it;
		Distribution Compliance Period has the meaning given to that term in Regulation S under the Securities Act;
		DTC means The Depository Trust Company;
		Dual Currency Interest Note means a Note in respect of which payments of interest are made or to be made in such different currencies, and at rates of exchange calculated upon such basis or bases, as the relevant Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms;
		Dual Currency Note means a Dual Currency Interest Note and/or a Dual Currency Redemption Note, as applicable;
		Dual Currency Redemption Note means a Note in respect of which payments of principal are made or to be made in such different currencies, and at rates of exchange calculated upon such basis or bases, as the relevant Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms;

		Euroclear means Euroclear Bank S.A./N.V.;
		Eurosystem-eligible NGN means an NGN which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms;
		Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrear on one or more Interest Payment Dates in each year as may be agreed between the relevant Issuer and the relevant Dealer, as indicated in the applicable Final Terms;
		Floating Rate Note means a Note on which interest is calculated at a floating rate, payable in arrear on one or more Interest Payment Dates in each year as may be agreed between the relevant Issuer and the relevant Dealer, as indicated in the applicable Final Terms;
		Global Note means a Temporary Bearer Global Note and/or a Permanent Bearer Global Note and/or a Regulation S Global Note and/or a Rule 144A Global Note, as the context may require;
		Guarantee means the deed of guarantee dated 8 November 2005, substantially in the form set out in Schedule 3 Part 2, executed by ENEL pursuant to which ENEL has unconditionally and irrevocably guaranteed the due and punctual payment of all amounts due in respect of any Note, Receipt or Coupon issued by ENEL S.A. and under the Deed of Covenant executed by ENEL S.A.;
		Guarantor means ENEL in such capacity pursuant to the Guarantee. Reference herein to the Guarantor is only relevant where the relevant Issuer is ENEL S.A.;
		Index Linked Interest Note means a Note in respect of which the amount in respect of interest payable is calculated by reference to an index and/or a formula as the relevant Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms;
		Index Linked Note means an Index Linked Interest Note and/or an Index Linked Redemption Note, as applicable;
		Index Linked Redemption Note means a Note in respect of which the amount in respect of principal payable is calculated by reference to an index and/or a formula as the relevant Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms;
		Interest Commencement Date means, in the case of interest-bearing Notes, the date specified in the applicable Final Terms from and including which the Notes bear interest, which may or may not be the Issue Date;
		Issue Date means, in respect of any Note, the date of issue and purchase of the Note under clause 2 of the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer being, in the case of any Definitive Note represented initially by a Global Note, the same date as the date of issue of the Global Note which initially represented the Note;
		Issue Price means the price, generally expressed as a percentage of the nominal amount of the Notes, at which the Notes will be issued;
		Issuer means each of ENEL and ENEL S.A. (together, the Issuers and each an Issuer) and references in this Agreement to the relevant Issuer shall, in relation to any Tranche of such Notes be construed as references to the Issuer which is, or is intended to be, the Issuer of such Notes as indicated in the applicable Final Terms;
		Luxembourg means the Grand Duchy of Luxembourg;

		NGN means a Temporary Bearer Global Note in the form set out in Part 1 of Schedule 6 or a Permanent Bearer Global Note in the form set out in Part 2 of Schedule 6, in either case where the applicable Final Terms specifies that the Notes are in NGN form;
		Noteholders means the several persons who are for the time being the bearers of Bearer Notes and the registered holders of Registered Notes save that, in respect of the Notes of any Series, (i) for so long as the Notes or any part of them are represented by a Bearer Global Note held on behalf of Euroclear and Clearstream, Luxembourg each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes of the Series (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of the Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be deemed to be the holder of that nominal amount of Notes (and the bearer of the relevant Global Note shall be deemed not to be the holder) for all purposes other than with respect to the payment of principal or interest on the Notes, for which purpose the bearer of the relevant Global Note shall be treated by the relevant Issuer, and any Agent as the holder of the Notes in accordance with and subject to the terms of the relevant Global Note and (ii) so long as DTC or its nominee is the registered owner or holder of a Registered Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Registered Global Note for all purposes under the Agency Agreement and the Notes except to the extent that in accordance with DTC’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owners through participants and, in each case, the expressions Noteholder, holder of Notes and related expressions shall be construed accordingly;
		outstanding means, in relation to the Notes of any Series, all the Notes issued other than:

	(a)		those Notes which have been redeemed and cancelled pursuant to the Conditions;
	(b)		those Notes in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest (if any) accrued to the date for redemption and any interest (if any) payable under the Conditions after that date) have been duly paid to or to the order of the Principal Paying Agent in the manner provided in this Agreement (and where appropriate notice to that effect has been given to the Noteholders in accordance with the Conditions) and remain available for payment of the relevant Notes and/or Receipts and/or Coupons;
	(c)		those Notes which have been purchased and cancelled in accordance with the Conditions;
	(d)		those Notes in respect of which claims have become prescribed under the Conditions;
	(e)		those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued under the Conditions;
	(f)		(for the purpose only of ascertaining the nominal amount of the Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued under the Conditions;
	(g)		any Temporary Bearer Global Note to the extent that it has been exchanged for Definitive Bearer Notes or a Permanent Bearer Global Note and any Permanent Bearer Global Note to the extent that it has been exchanged for Definitive Bearer Notes in each case under its provisions;

	(h)		those Rule 144A Notes which have been exchanged for Regulation S Notes and those Regulation S Notes which have been exchanged for Rule 144A Notes, in each case under the Conditions and this Agreement; and
	(i)		any Registered Global Note to the extent that it has been exchanged for Definitive Registered Notes and any Definitive Registered Note to the extent it has been exchanged for an interest in a Registered Global Note,

provided that for the purpose of:

	(i)		attending and voting at any meeting of the Noteholders of the Series; and
	(ii)		determining how many and which Notes of the Series are for the time being outstanding for the purposes of Condition 15 and paragraphs 2 and 5 of Part 1 of Schedule 5 and paragraphs 2, 5 and 6 of Part 2 of Schedule 5,

		those Notes (if any) which are for the time being held by or for the benefit of the relevant Issuer or the Guarantor or any Subsidiary of the relevant Issuer or the Guarantor shall (unless and until ceasing to be so held) be deemed not to remain outstanding;
		Permanent Bearer Global Note means a global note in the form or substantially in the form set out in Part 2 of Schedule 6 together with the copy of the applicable Final Terms attached to it with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer, comprising some or all of the Bearer Notes of the same Series issued by the relevant Issuer under the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer;
		Programme Agreement means the amended and restated programme agreement dated 4 May 2007 between the Obligors and the Dealers named in it;
		Put Notice means a notice in the form set out in Schedule 4;
		Receipt means a receipt attached on issue to a Definitive Bearer Note redeemable in instalments for the payment of an instalment of principal, the receipt being in or substantially in the form set out in Part 6 of Schedule 6 or in such other form as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer and includes any replacements for Receipts issued pursuant to Condition 11;
		Receiptholders means the persons who are for the time being holders of the Receipts;
		Reference Banks means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Principal Paying Agent or as specified in the applicable Final Terms;
		Registered Global Note means a Regulation S Global Note or a Rule 144A Global Note;
		Registered Notes means those of the Notes which are in registered form;
		Regulation S means Regulation S under the Securities Act;
		Regulation S Global Note means a Registered Global Note in or substantially in the form set out in Part 3 of Schedule 6 together with the copy of the applicable Final Terms attached to it with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent and

		the relevant Dealer, comprising some or all of the Registered Notes of the same Series issued by the relevant Issuer outside the United States in reliance on Regulation S under the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer;
		Rule 144A Global Note means a Registered Global Note in or substantially in the form set out in Part 3 of Schedule 6 together with the copy of the applicable Final Terms attached to it with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer, comprising some or all of the Registered Notes of the same series issued by the relevant Issuer to QIBs in reliance on Rule 144A under the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer;
		Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the expressions Notes of the relevant Series and holders of Notes of the relevant Series and related expressions shall be construed accordingly;
		Specified Time means 11.00 a.m. (London time, in the case of a determination of LIBOR, or Brussels time, in the case of a determination of EURIBOR);
		Subsidiary means any entity which is a subsidiary within the meaning of Section 736 of the Companies Act 1985;
		Talon means a talon attached on issue to a Definitive Bearer Note (other than a Zero Coupon Note) which is exchangeable in accordance with its provisions for further Coupons appertaining to the Note, the talon being in or substantially in the form set out in Part 7 of Schedule 6 or in such other form as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer and includes any replacements for Talons issued pursuant to Condition 11;
		Temporary Bearer Global Note means a global note in the form or substantially in the form set out in Part 1 of Schedule 6 together with the copy of the applicable Final Terms attached to it with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent and the relevant Dealer, comprising some or all of the Bearer Notes of the same Series issued by the relevant Issuer under the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer;
		Tranche means Notes which are identical in all respects (including as to listing); Transfer Certificate means a certificate in the form set out in Schedule 8; and Zero Coupon Note means a Note on which no interest is payable.
1.2		(a)   In this Agreement, unless the contrary intention appears, a reference to:

	(i)		an amendment includes a supplement, restatement or novation and amended is to be construed accordingly;
	(ii)		a person includes any individual, company, unincorporated association, government, state agency, international organisation or other entity;
	(iii)		the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customer’s interest in the Notes;

	(iv)		a provision of a law is a reference to that provision as extended, amended or re-enacted;
	(v)		a clause or schedule is a reference to a clause of, or a schedule to, this Agreement;
	(vi)		a person includes its successors and assigns;
	(vii)		a document is a reference to that document as amended from time to time; and
	(viii)		a time of day is a reference to London time;

	(b)		The headings in this Agreement do not affect its interpretation;
	(c)		Terms and expressions defined in the Programme Agreement or the Notes or used in the applicable Final Terms shall have the same meanings in this Agreement, except where the context otherwise requires or unless otherwise stated;
	(d)		All references in this Agreement to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof;
	(e)		All references in this Agreement to Notes shall, unless the context otherwise requires, include any Global Note representing the Notes;
	(f)		All references in this Agreement to principal and/or interest or both in respect of the Notes or to any moneys payable by the relevant Issuer under this Agreement shall be construed in accordance with Condition 6;
	(g)		All references in this Agreement to the relevant currency shall be construed as references to the currency in which payments in respect of the relevant Notes and/or Coupons are to be made;
	(h)		All references in this Agreement to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the relevant Issuer and the Principal Paying Agent or as otherwise specified in the applicable Final Terms; and
	(i)		All references in this Agreement to a Directive include any relevant implementing measure of each Member State of the European Economic Area which has implemented such Directive.

1.3		For the purposes of this Agreement, the Notes of each Series shall form a separate series of Notes and the provisions of this Agreement shall apply mutatis mutandis separately and independently to the Notes of each Series and in this Agreement the expressions Notes, Noteholders, Receipts, Receiptholders, Coupons, Couponholders, Talons and related expressions shall be construed accordingly.
1.4		As used herein, in relation to any Notes which are to have a “listing” or be “listed” (a) on the Irish Stock Exchange Limited (the Irish Stock Exchange), listing and listed shall be construed to mean that such Notes have been admitted to the Official List and trading on its regulated market and (b) on any other Stock Exchange within the European Economic Area, listing and listed shall be construed to mean that Notes have been admitted to trading on a market within that jurisdiction which is a regulated market for the purposes of the Investment Services Directive (Directive 93/22/EEC).

2.		APPOINTMENT OF AGENTS
2.1		The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes:

	(a)		completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes;
	(b)		giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem-eligible NGN;
	(c)		exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs;
	(d)		exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs;
	(e)		paying sums due on Global Notes in bearer form, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs;
	(f)		exchanging Talons for Coupons in accordance with the Conditions;
	(g)		determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5;
	(h)		unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions;
	(i)		arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the Noteholders in accordance with the Conditions;
	(j)		ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme;
	(k)		subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require;
	(l)		acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and
	(m)		performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum.

2.2		Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.
2.3		Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement.
2.4		The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of each Issuer and the Guarantor, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.
2.5		The Registrar is appointed, and the Registrar agrees to act, as registrar of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes:

	(a)		completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and authenticating and delivering Definitive Registered Notes;
	(b)		paying sums due on Registered Notes; and
	(c)		performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10.

		The Registrar may from time to time, subject to the prior written consent of ENEL, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent.
2.6		In relation to each issue of Eurosystem-eligible NGNs, the Issuer hereby authorises and instructs the Principal Paying Agent to elect Clearstream, Luxembourg as common safekeeper. From time to time, the Issuer and the Principal Paying Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.
2.7		The obligations of the Agents under this Agreement are several and not joint.
3.		ISSUE OF GLOBAL NOTES
3.1		Subject to clause 3.2, following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. For this purpose the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer:

(a)

(in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note, by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note;

	(b)		authenticate (or procure the authentication of) the relevant Global Notes;
	(c)		(in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Bearer Global Note is a CGN) or specified common safekeeper (if the Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
	(d)		(in the case of the Registrar) deliver:
			in the case of Registered Global Notes, the Registered Global Notes to a custodian for DTC against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Registered Notes represented by the Registered Global Notes have been credited to the relevant Dealer’s participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Registered Notes issued on a syndicated basis, that Registered Notes represented by the Registered Global Note are held to the relevant Issuer’s order;
	(e)		ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
	(f)		(in the case of the Principal Paying Agent) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.

3.2

For the purpose of clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:

	(a)		in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
	(b)		in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
	(c)		in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Notes is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
	(d)		if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
	(e)		in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent

			Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
	(f)		ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.

3.3

Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds (as applicable):

	(a)		a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons (which, in the case of ENEL S.A., shall be any two members of the board of directors of ENEL S.A. which are in office on the date on which the relevant Notes are issued) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4;
	(b)		a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons (which, in the case of ENEL S.A., shall be any two members of the board of directors of ENEL S.A. which are in office on the date on which the relevant Notes are issued) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a); and
	(c)		signed copies of the applicable Final Terms.

3.4

The Issuer undertakes to ensure that the Principal Paying Agent and the Registrar, as the case may be, receives copies of each document specified in subclause 3.3 in a timely manner.

3.5

Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

4.

EXCHANGE OF GLOBAL NOTES

4.1

The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with its terms. Immediately after determining any Exchange Date, the Principal Paying Agent shall notify its determination to the relevant Issuer, the Guarantor, the relevant Dealer, Euroclear and Clearstream, Luxembourg.

4.2

Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is authorised by the relevant Issuer and instructed:

(a)

in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;

	(b)		in the case of the first Tranche of any Series of Bearer Notes, to authenticate the Permanent Bearer Global Note;
	(c)		in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a CGN, to deliver the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
	(d)		in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
	(e)		in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Notes is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
	(f)		in the case of a subseqent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.

4.3

Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:

	(a)		to authenticate the Definitive Note(s) in accordance with the provisions of this Agreement; and
	(b)		to deliver the Definitive Note(s) (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of the Definitive Registered Notes.

4.4

Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the

		relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5		Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the relevant Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register, (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note and (d) where ENEL S.A. is the relevant Issuer, to inform ENEL S.A. forthwith of any change made to the entries in order to enable ENEL S.A. to keep an up-to-date copy of the Register at its registered office. For the avoidance of doubt and where ENEL S.A. is the relevant Issuer, in the case of any discrepancy between the information set forth in the Register held by the Registrar and the copy of the Register held by the Issuer at its registered office, the information set forth in the copy of the Register held by the Issuer at its registered office shall prevail for Luxembourg law purposes.
4.6		The Principal Paying Agent or, the Registrar, as the case may be, shall (i) notify the relevant Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged and (ii) where ENEL S.A. is the relevant Issuer, inform ENEL S.A. forthwith of any change made to the entries in order to enable ENEL S.A. to keep an up-to-date copy of the Register at its registered office. For the avoidance of doubt and where ENEL S.A. is the relevant Issuer, in the case of any discrepancy between the information set forth in the Register held by the Registrar and the copy of the Register held by the Issuer at its registered office, the information set forth in the copy of the Register held by the Issuer at its registered office shall prevail for Luxembourg law purposes.
4.7		The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
5.		DETERMINATION OF END OF DISTRIBUTION COMPLIANCE PERIOD
5.1		In the case of a Tranche in respect of which there is only one Dealer, the Principal Paying Agent will determine the end of the Distribution Compliance Period in respect of the Tranche as being the fortieth day following the date determined and certified by the relevant Dealer to the Principal Paying Agent as being the date on which distribution of the Notes of that Tranche was completed.
5.2		In the case of a Tranche in respect of which there is more than one Dealer but which is not issued on a syndicated basis, the Principal Paying Agent will determine the end of the Distribution Compliance Period in respect of the Tranche as being the fortieth day following the last of the dates determined and certified by all the relevant Dealers to the Principal Paying Agent as being the respective dates on which distribution of the Notes of that Tranche purchased by each Dealer was completed.
5.3		In the case of a Tranche issued on a syndicated basis, the Principal Paying Agent will determine the end of the Distribution Compliance Period in respect of the Tranche as being the fortieth day

		following the date determined and certified by the Lead Manager to the Principal Paying Agent as being the date on which distribution of the Notes of that Tranche was completed.
5.4		Immediately after it determines the end of the Distribution Compliance Period in respect of any Tranche, the Principal Paying Agent shall notify the determination to the relevant Issuer, the Registrar, Euroclear, Clearstream, Luxembourg, DTC and the relevant Dealer or Lead Manager, as the case may be.
6.		TERMS OF ISSUE
6.1		Each of the Principal Paying Agent and the Registrar shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.2		Subject to the procedures set out in the Procedures Memorandum, for the purposes of clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone, telex or facsimile communication from a person purporting to be (and whom the Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, subclause 22.7, or any other list duly provided for the purpose by the relevant Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with clause 3.
6.3		In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of the relevant Issuer ceases to be authorised as described in subclause 22.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Notes signed by that person, and the relevant Issuer warrants to each of the Principal Paying Agent and the Registrar that those Notes shall be valid and binding obligations of the relevant Issuer. Promptly upon any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Bearer Global Notes and Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Registered Notes and the Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Notes held by them which are signed by that person and shall provide the relevant Issuer with a certificate of destruction, specifying the master Notes so cancelled and destroyed.
6.4		The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications or information to be given by the Registrar to DTC.

6.5		If the Principal Paying Agent pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor) shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer.
6.6		Except in the case of issues where the Principal Paying Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer immediately on receipt from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the relevant Issuer the amount so received.
7.		PAYMENTS
7.1		The relevant Issuer (failing which the Guarantor) will, before 10.00 a.m. (local time in the relevant financial centre of the payment or, in the case of a payment in euro, London time), on each date on which any payment in respect of any Note becomes due under the Conditions, transfer to an account specified by the Principal Paying Agent an amount in the relevant currency sufficient for the purposes of the payment in funds settled through such payment system as the Principal Paying Agent and the relevant Issuer may agree.
7.2		Any funds paid by or by arrangement with the relevant Issuer to the Principal Paying Agent under clause 7.1 shall be held in the relevant account referred to in clause 7.1 for payment to the Noteholders, Receiptholders or Couponholders, as the case may be, until any Notes or matured Receipts and Coupons become void under Condition 9. In that event the Principal Paying Agent shall repay to the relevant Issuer or the Guarantor, as the case may be, sums equivalent to the amounts which would otherwise have been repayable on the relevant Notes, Receipts or Coupons.
7.3		The relevant Issuer (failing which the Guarantor) will ensure that no later than 10.00 a.m. (London time) on the second Business Day (as defined below) immediately preceding the date on which any payment is to be made to the Principal Paying Agent under clause 7.1, the Principal Paying Agent shall receive a payment confirmation by telex from the paying bank of the relevant Issuer. For the purposes of this subclause, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in Italy, Luxembourg and England.
7.4		The Principal Paying Agent shall notify each of the other Paying Agents and the Registrar immediately:

(a)

if it has not by the relevant date set out in clause 7.1 received unconditionally the full amount in the Specified Currency required for the payment; and

(b)

if it receives unconditionally the full amount of any sum payable in respect of the Notes, Receipts or Coupons after that date.

		The Principal Paying Agent shall, at the expense of the relevant Issuer (failing which the Guarantor), immediately on receiving any amount as described in subparagraph (b), cause notice of that receipt to be published under Condition 14.
7.5		The Principal Paying Agent shall ensure that payments of both principal and interest in respect of a Temporary Bearer Global Note will only be made if certification of non-U.S. beneficial ownership as required by U.S. Treasury regulations has been received from Euroclear and/or Clearstream, Luxembourg in accordance with the terms of the Temporary Bearer Global Note.
7.6		Unless it has received notice under subclause 7.4(a), each Paying Agent shall pay or cause to be paid all amounts due in respect of the Notes on behalf of the relevant Issuer and the Guarantor in the manner provided in the Conditions. If any payment provided for in clause 7.1 is made late but otherwise in accordance with the provisions of this Agreement, the relevant Paying Agent shall nevertheless make payments in respect of the Notes as stated above following receipt by it of such payment.
7.7		If for any reason the Principal Paying Agent considers in its sole discretion that the amounts to be received by it under clause 7.1 will be, or the amounts actually received by it are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, no Paying Agent shall be obliged to pay any such claims until the Principal Paying Agent has received the full amount of all such payments.
7.8		Without prejudice to clauses 7.6 and 7.7, if the Principal Paying Agent pays any amounts to the holders of Notes, Receipts or Coupons or to any other Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with clause 7.1 (the excess of the amounts so paid over the amounts so received being the Shortfall), the relevant Issuer (failing which the Guarantor) will, in addition to paying amounts due under clause 7.1, pay to the Principal Paying Agent on demand interest (at a rate which represents the Principal Paying Agent’s cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Principal Paying Agent of the Shortfall as determined by the Principal Paying Agent in its sole discretion.
7.9		The Principal Paying Agent shall on demand promptly reimburse each other Paying Agent for payments in respect of Notes properly made by each Paying Agent in accordance with this Agreement and the Conditions unless the Principal Paying Agent has notified the relevant Paying Agent, prior to its opening of business on the due date of a payment in respect of the Notes, that the Principal Paying Agent does not expect to receive sufficient funds to make payment of all amounts falling due in respect of the Notes.
7.10		Whilst any Notes are represented by Global Notes, all payments due in respect of the Notes shall be made to, or to the order of, the holder of the Global Notes, subject as provided in clause 7.11 and subject to and in accordance with the provisions of the Global Notes. On the occasion of each payment, (i) in the case of a CGN, the Paying Agent to which such Bearer Global Note was presented for the purpose of making the payment shall cause the appropriate Schedule to the relevant Bearer Global Note to be annotated so as to evidence the amounts and dates of the payments of principal and/or interest as applicable or (ii) in the case of any Bearer Global Note which is a NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxmbourg to make appropriate entries in their records to reflect such payment.
7.11		The Registrar shall pay to the Exchange Agent, and the Exchange Agent shall receive, all payments made under any Registered Global Note registered in the name of DTC or its nominee (a DTC Note)

which is denominated in a Specified Currency other than U.S. dollars. The Exchange Agent shall, in accordance with normal DTC practice, be advised in writing, at least 10 days prior to the date on which any payment in respect of any Note becomes due under the Conditions, by DTC or its nominee:

	(a)		if any beneficial holder (a Beneficial Holder) of the DTC Note in respect of which payment is due has elected to receive the payment in U.S. dollars and, if so, the amount of the payment (expressed in the Specified Currency in which the relevant DTC Note is denominated) which the Beneficial Holder wishes to receive in U.S. dollars; and
	(b)		of the payment details for each Beneficial Holder.

7.12

The Exchange Agent shall enter into a contract on behalf of the relevant Issuer at or before 11.00 a.m. (New York City time) on the second New York Business Day (as defined below) preceding the applicable payment date and will solicit bid quotations from three recognised foreign exchange dealers (which may include the Exchange Agent) for the purchase of U.S. dollars with an amount of the relevant Specified Currency equal to the aggregate amount which DTC has notified the Exchange Agent that Beneficial Holders wish to receive in U.S. dollars. In the event that no notification is received from DTC at least 10 days prior to the date on which any payment in respect of any Note becomes due under the Conditions, the Exchange Agent shall enter into a contract for the purchase of U.S. dollars in respect of the full amount of the payment due in respect of the relevant DTC Note. The settlement date for each purchase shall be the applicable payment date and the Exchange Agent shall enter into a contract for the purchase of the relevant amount of U.S. dollars on the basis of the most favourable bid submitted. The Exchange Agent shall, on the relevant payment day:

	(a)		pay all amounts converted into U.S. dollars as stated above to DTC or its nominee for distribution to the relevant Beneficial Holders; and
	(b)		pay all the other amounts due which are denominated otherwise than in U.S. dollars direct to the relevant Beneficial Holders in accordance with the payment instructions received from DTC or its nominee.

		For the purposes of this subclause, New York Business Day means a day (other than a Saturday or a Sunday) on which foreign exchange markets are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the city of New York and (i) with respect to Notes payable in a Specified Currency other than euro, in the principal financial centre of the relevant Specified Currency (if other than New York City and which, if the Specified Currency is Australian or New Zealand dollars, shall be Sydney or Auckland, respectively) and (ii) with respect to Notes payable in euro, a day on which the TARGET System is open.
7.13		In the event that the Exchange Agent is unable to convert the relevant Specified Currency into U.S. dollars, the entire payment will be made in the relevant Specified Currency in accordance with the payment instructions received from DTC but only to the extent that the Exchange Agent has received payment instructions for the Specified Currency from DTC, following notification by the Exchange Agent to DTC of that fact.
7.14		If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made or a certification required by the terms of a Note not being received), (i) the Paying Agent to which a Note, Receipt or Coupon (as the case may be) is presented for the purpose of making the payment shall, unless the Note is a NGN, make a record of the shortfall on the relevant Note, Receipt or Coupon or, in the case of payments of interest on

		Registered Notes, the Registrar shall make a record in the Register and each record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made or (ii) in the case of any Bearer Global Note which is a NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such a shortfall in payment.
8.		DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST DETERMINATION
8.1		Determinations and notifications
(a)		The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms, make all the determinations and calculations which it is required to make under the Conditions, all subject to and in accordance with the Conditions.
(b)		The Principal Paying Agent shall not be responsible to the relevant Issuer, the Guarantor or to any third party as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c)		The Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Conditions but in no event later than the fourth London Business Day thereafter.
(d)		The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation but in no event later than the fourth London Business Day thereafter.
(e)		If the Principal Paying Agent does not at any time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall immediately notify the relevant Issuer, the Guarantor and the other Paying Agents of that fact.
(f)		Determinations with regard to Notes (including, without limitation, Index Linked Notes and Dual Currency Notes) required to be made by a Calculation Agent specified in the applicable Final Terms shall be made in the manner so specified. Unless otherwise agreed between the relevant Issuer, the Guarantor and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the relevant Issuer, the Guarantor and the relevant Agent prior to the relevant Issue Date.
8.2		Interest determination
(a)		Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

(i)

the offered quotation; or

(ii)

the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

		(expressed as a percentage rate per annum), for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at the Specified Time on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Principal Paying Agent. If five or more offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one highest quotation, one only of those quotations) and the lowest (or, if there is more than one lowest quotation, one only of those quotations) shall be disregarded by the Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of the offered quotations.
(b)		If the Relevant Screen Page is not available or if, in the case of subclause 8.2(a)(i), no offered quotation appears or, in the case of subclause 8.2(a)(ii), fewer than three offered quotations appear, in each case as at the Specified Time, the Principal Paying Agent shall request each of the Reference Banks to provide the Principal Paying Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Principal Paying Agent with offered quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Principal Paying Agent.
(c)		If on any Interest Determination Date one only or none of the Reference Banks provides the Principal Paying Agent with an offered quotation as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Principal Paying Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Principal Paying Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Principal Paying Agent with offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the relevant Issuer suitable for the purpose) informs the Principal Paying Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period).
(d)		If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of the Notes will be determined as provided in the applicable Final Terms.

9.		NOTICE OF ANY WITHHOLDING OR DEDUCTION
9.1		If either the relevant Issuer or the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with the requirement.
9.2		If any Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the relevant Issuer, the Guarantor and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.		OTHER DUTIES OF THE REGISTRAR
10.1		The Registrar shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement.
10.2		The Registrar shall so long as any Registered Note is outstanding:

	(a)		maintain at its specified office a register (the Register) of the holders of the Registered Notes which shall show (i) the nominal amount of Notes represented by each Registered Global Note, (ii) the nominal amounts and the serial numbers of the Definitive Registered Notes, (iii) the dates of issue of all Registered Notes, (iv) all subsequent transfers and changes of ownership of Registered Notes, (v) the names and addresses of the holders of the Registered Notes, (vi) all cancellations of Registered Notes, whether because of their purchase by the relevant Issuer or the Guarantor, replacement or otherwise and (vii) all replacements of Registered Notes (subject, where appropriate, in the case of (vi), to the Registrar having been notified as provided in this Agreement);
	(b)		effect exchanges of interests between different Registered Global Notes of the same Series, and interests in Registered Global Notes for Definitive Registered Notes and vice versa, in accordance with the Conditions and this Agreement, keep a record of all exchanges and ensure that the Principal Paying Agent is notified immediately after any exchange;
	(c)		register all transfers of Definitive Registered Notes;
	(d)		make any necessary notations on Registered Global Notes following transfer or exchange of interests in them;
	(e)		receive any document in relation to or affecting the title to any of the Registered Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney;
	(f)		immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate or (ii) following the endorsement of a reduction in nominal amount of a

			Registered Global Note for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred;
	(g)		if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration;
	(h)		maintain proper records of the details of all documents and certifications (including, but not limited to, certifications in the form of Schedule 8 received by itself or any other Transfer Agent (subject to receipt of all necessary information from the other Transfer Agents);
	(i)		prepare any lists of holders of the Registered Notes required by the relevant Issuer or the Principal Paying Agent or any person authorised by either of them;
	(j)		subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the relevant Issuer or any person authorised by it or the holder of any Registered Note for inspection and for the taking of copies or extracts;
	(k)		comply with the reasonable requests of the relevant Issuer with respect to the maintenance of the Register and give to the other Agents any information reasonably required by them for the proper performance of their duties;
	(l)		comply with the terms of any Transfer Notices; and
	(m)		where ENEL S.A. is the relevant Issuer, inform ENEL S.A forthwith of any amendment to the Register.

10.3		Notwithstanding anything to the contrary in this Agreement, in the event of a partial redemption of Notes under Condition 7, the Registrar shall not be required, unless so directed by the relevant Issuer, (a) to register the transfer of Definitive Registered Notes (or parts of Definitive Registered Notes) or to effect exchanges of interests in Registered Global Notes for Definitive Registered Notes or vice versa during the period beginning on the sixty-fifth day before the date of the partial redemption and ending on the day on which notice is given specifying the serial numbers of Notes called (in whole or in part) for redemption (both inclusive) or (b) to register the transfer of any Registered Note (or part of a Registered Note) called for partial redemption.
10.4		Registered Notes shall be dated:

	(a)		in the case of a Registered Note issued on the Issue Date, the Issue Date; or
	(b)		in the case of a Definitive Registered Note issued in exchange for an interest in a Registered Global Note, or upon transfer, with the date of registration in the Register of the exchange or transfer; or
	(c)		in the case of a Definitive Registered Note issued to the transferor upon transfer in part of a Registered Note, with the same date as the date of the Registered Note transferred; or

(d)

in the case of a Definitive Registered Note issued under Condition 11, with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Registered Note in replacement of which it is issued.

11.		DUTIES OF THE TRANSFER AGENTS
11.1		The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement.
11.2		Each Transfer Agent shall:

	(a)		accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it;
	(b)		keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes;
	(c)		immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in nominal amount of a Registered Global Note for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred;
	(d)		if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and
	(e)		at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

12.		REGULATIONS FOR TRANSFERS OF REGISTERED NOTES
	Subject as provided below, the relevant Issuer and the Guarantor may from time to time agree with the Principal Paying Agent and the Registrar reasonable regulations to govern the transfer and registration of Registered Notes. The initial regulations, which shall apply until amended under this clause, are set out in Schedule 9. The Transfer Agents agree to comply with the regulations as amended from time to time.

13.		DUTIES OF THE AGENTS IN CONNECTION WITH EARLY REDEMPTION
13.1		If the relevant Issuer decides to redeem any Notes for the time being outstanding before their Maturity Date in accordance with the Conditions, such Issuer shall give notice of the decision to the Principal Paying Agent, with a copy to the Guarantor and, in the case of redemption of Registered Notes, the Registrar stating the date on which the Notes are to be redeemed and the nominal amount of Notes to be redeemed not less than 30 days before the date on which the relevant Issuer will give notice to the Noteholders in accordance with the Conditions of the redemption in order to enable the Principal Paying Agent and, if applicable, the Registrar to carry out its duties in this Agreement and in the Conditions.
13.2		If some only of the Notes are to be redeemed, the Principal Paying Agent shall, in the case of Definitive Notes, make the required drawing in accordance with the Conditions but shall give the relevant Issuer reasonable notice of the time and place proposed for the drawing and the relevant Issuer shall be entitled to send representatives to attend the drawing and shall, in the case of Notes in global form, co-ordinate the selection of Notes to be redeemed with Euroclear, Clearstream, Luxembourg and/or DTC, all in accordance with the Conditions.
13.3		The Principal Paying Agent shall publish the notice required in connection with any redemption and shall, if applicable, at the same time also publish a separate list of the serial numbers of any Notes in definitive form previously drawn and not presented for redemption. The redemption notice shall specify the date fixed for redemption, the redemption amount, the manner in which redemption will be effected and, in the case of a partial redemption of Definitive Notes, the serial numbers of the Notes to be redeemed. The notice will be published in accordance with the Conditions. The Principal Paying Agent will also notify the other Agents of any date fixed for redemption of any Notes.
13.4		The Registrar and each Paying Agent will keep a stock of Put Notices and will make them available on demand to holders of Definitive Notes, the Conditions of which provide for redemption at the option of Noteholders. Upon receipt of any Note deposited in the exercise of a put option in accordance with the Conditions, the Registrar or, as the case may be, the Paying Agent with which the Note is deposited shall hold the Note (together with any Receipts, Coupons and Talons relating to the Notes and deposited with it) on behalf of the depositing Noteholder (but shall not, save as provided below, release it) until the due date for redemption of the relevant Note consequent upon the exercise of the option, when, subject as provided below, it shall present the Note (and any such unmatured Receipts, Coupons and Talons) to itself for payment of the amount due together with any interest due on the date of redemption in accordance with the Conditions and shall pay those moneys in accordance with the directions of the Noteholder contained in the relevant Put Notice. If, prior to the due date for its redemption, an Event of Default has occurred and is continuing or the Note becomes immediately due and repayable or if upon due presentation payment of the redemption moneys is improperly withheld or refused, the Registrar or, as the case may be, the Paying Agent concerned shall post the Note (together with any such Receipts, Coupons and Talons) by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder has otherwise requested and paid the costs of insurance to the Registrar or, as the case may be, the relevant Paying Agent at the time of depositing the Notes) at the address given by the Noteholder in the relevant Put Notice. In the case of a partial redemption of Registered Notes, the Registrar shall, in accordance with the Conditions, post a new Registered Note in respect of the balance of the Registered Notes not redeemed to the registered holder. At the end of each period for the exercise of any put option, the Registrar and each Paying Agent shall promptly notify the Principal Paying Agent of the principal amount of the Notes in respect of which the option has been exercised with it together with their serial numbers and the Principal Paying Agent shall promptly notify those details to the relevant Issuer and the Guarantor.

14.		RECEIPT AND PUBLICATION OF NOTICES
14.1		Immediately after it receives a demand or notice from any Noteholder in accordance with the Conditions, the Principal Paying Agent shall forward a copy to the relevant Issuer and the Guarantor.
14.2		On behalf of and at the request and expense of the relevant Issuer (failing which the Guarantor), the Principal Paying Agent shall cause to be published all notices required to be given by the relevant Issuer or, as the case may be, the Guarantor to the Noteholders in accordance with the Conditions.
15.		CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS
15.1		All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent by which they are redeemed, exchanged, transferred or paid. In addition, the Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor or any of their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Agent to which they are surrendered. Each of the Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.
15.2		The Principal Paying Agent shall deliver to the relevant Issuer, with a copy to the Guarantor, as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:

	(a)		the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
	(b)		the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them;
	(c)		the aggregate amount paid in respect of interest on the Notes;
	(d)		the total number by maturity date of Receipts, Coupons and Talons cancelled; and
	(e)		(in the case of Definitive Notes) the serial numbers of the Notes.

15.3		The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, immediately following their destruction, send to the relevant Issuer, with a copy to the Guarantor, a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Receipts, Coupons and Talons destroyed.
15.4		Without prejudice to the obligations of the Principal Paying Agent under clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer, the Guarantor or any of their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of 10 years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that

		maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies of it or extracts from it.
15.5		The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Principal Paying Agent of the same in accordance with clause 15.1
16.		ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS
16.1		Each Issuer will cause a sufficient quantity of additional forms of (a) Bearer Notes, Receipts, Coupons and Talons to be available, upon request, to the Principal Paying Agent at its specified office for the purpose of issuing replacement Bearer Notes, Receipts, Coupons and Talons as provided below and (b) Registered Notes, to be available, upon request, to the Registrar at its specified office for the purpose of issuing replacement Registered Notes as provided below.
16.2		The Principal Paying Agent and the Registrar will, subject to and in accordance with the Conditions and this clause, cause to be delivered any replacement Notes, Receipts, Coupons and Talons which the relevant Issuer and the Guarantor may determine to issue in place of Notes, Receipts, Coupons and Talons which have been lost, stolen, mutilated, defaced or destroyed.
16.3		In the case of a mutilated or defaced Bearer Note, the Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the relevant Issuer may reasonably require) any replacement Bearer Note will only have attached to it Receipts, Coupons and Talons corresponding to those (if any) attached to the mutilated or defaced Note which is presented for replacement.
16.4		The Principal Paying Agent or the Registrar, as the case may be, shall obtain verification in the case of an allegedly lost, stolen or destroyed Note, Receipt, Coupon or Talon in respect of which the serial number is known, that the Note, Receipt, Coupon or Talon has not previously been redeemed, paid or exchanged, as the case may be. Neither the Principal Paying Agent nor, as the case may be, the Registrar shall issue any replacement Note, Receipt, Coupon or Talon unless and until the claimant shall have:

	(a)		paid the costs and expenses incurred in connection with the issue;
	(b)		provided it with such evidence and indemnity as the relevant Issuer and the Guarantor may reasonably require; and
	(c)		in the case of any mutilated or defaced Note, Receipt, Coupon or Talon, surrendered it to the Principal Paying Agent or, as the case may be, the Registrar.

16.5

The Principal Paying Agent or, as the case may be, the Registrar shall cancel any mutilated or defaced Notes, Receipts, Coupons and Talons in respect of which replacement Notes, Receipts, Coupons and Talons have been issued under this clause and shall furnish the relevant Issuer with a certificate stating the serial numbers of the Notes, Receipts, Coupons and Talons cancelled and, unless otherwise instructed by the relevant Issuer in writing, shall destroy the cancelled Notes, Receipts, Coupons and Talons and give to the relevant Issuer, with a copy to the Guarantor, a destruction certificate containing the information specified in clause 15.3, only if known.

16.6		The Principal Paying Agent or, as the case may be, the Registrar shall, on issuing any replacement Note, Receipt, Coupon or Talon, immediately inform the relevant Issuer, the Guarantor and the other Agents of the serial number of the replacement Note, Receipt, Coupon or Talon issued and (if known) of the serial number of the Note, Receipt, Coupon or Talon in place of which the replacement Note, Receipt, Coupon or Talon has been issued. Whenever replacement Receipts, Coupons or Talons are issued, the Principal Paying Agent or, as the case may be, the Registrar shall also notify the other Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Receipts, Coupons or Talons and of the replacement Receipts, Coupons or Talons issued.
16.7		The Principal Paying Agent and the Registrar shall keep a full and complete record of all replacement Notes, Receipts, Coupons and Talons issued and shall make the record available at all reasonable times to the relevant Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it.
16.8		Whenever any Bearer Note, Receipt, Coupon or Talon for which a replacement Bearer Note, Receipt, Coupon or Talon has been issued and in respect of which the serial number is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice of that fact to the relevant Issuer, the Guarantor and the other Paying Agents, upon request from the relevant Issuer or the Guarantor.
16.9		The Paying Agents shall issue further Coupon sheets against surrender of Talons. A Talon so surrendered shall be cancelled by the relevant Paying Agent who (except where the Paying Agent is the Principal Paying Agent) shall inform the Principal Paying Agent of its serial number. Further Coupon sheets issued on surrender of Talons shall carry the same serial number as the surrendered Talon.
17.		COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION
17.1		The executed Deed Poll shall be deposited with the Registrar and the executed Guarantee shall be deposited with the Principal Paying Agent and each shall be held in safe custody by the Principal Paying Agent and the Registrar, respectively on behalf of the Noteholders, the Receiptholders and the Couponholders at their respective specified offices for the time being.
17.2		Each Paying Agent shall hold available for inspection at its specified office during normal business hours copies of all documents required to be so available by the Conditions of any Notes or the rules of any relevant Stock Exchange (or any other relevant authority). For these purposes, each Issuer shall provide the Paying Agents with sufficient copies of each of the relevant documents.
18.		MEETINGS OF NOTEHOLDERS
18.1		The provisions of Schedule 5 shall apply to meetings of the Noteholders and shall have effect in the same manner as if set out in this Agreement.
18.2		Without prejudice to clause 18.1, each of the Paying Agents on the request of any holder of Bearer Notes shall issue voting certificates and block voting instructions in accordance with either Part 1 or Part 2 of Schedule 5 and shall immediately give notice to the relevant Issuer, with a copy to the Guarantor, in writing of any revocation or amendment of a block voting instruction. Each of the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as the Principal Paying Agent shall approve, full particulars of all voting certificates and block voting instructions issued by it in respect of the meeting or adjourned meeting.

18.3		For the avoidance of doubt, the provisions of articles 86 to 94-8 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended, shall not apply to the Notes issued by ENEL S.A.
19.		COMMISSIONS AND EXPENSES
19.1		The relevant Issuer (failing which the Guarantor) agrees to pay to the Principal Paying Agent such fees and commissions as the relevant Issuer, the Guarantor and the Principal Paying Agent shall separately agree, in writing, in respect of the services of the Agents under this Agreement together with any documented out of pocket expenses (including legal, printing, postage, fax, cable and advertising expenses) incurred by the Agents in connection with their services.
19.2		The Principal Paying Agent will make payment of the fees and commissions due under this Agreement to the other Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from the relevant Issuer or the Guarantor (as the case may be). Neither the relevant Issuer nor the Guarantor, as the case may be, shall be responsible for any payment or reimbursement by the Principal Paying Agent to the other Agents.
20.		INDEMNITY
20.1		The relevant Issuer shall indemnify (and failing the relevant Issuer so indemnifying, the Guarantor agrees to indemnify) each of the Agents against any documented losses, liabilities, costs, claims, actions, demands or expenses (together, Losses) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, Expenses) paid or incurred in disputing or defending any Losses which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses or Expenses resulting from its own default, negligence or bad faith or that of its officers, directors or employees or the breach by it of the terms of this Agreement.
20.2		The Principal Paying Agent and the Registrar shall not be liable for any loss caused by events beyond their reasonable control including any malfunction, interruption of or error in the transmission of information caused by any machines or system or interception of communication facilities, abnormal operating conditions or acts of God. The Principal Paying Agent and the Registrar shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, loss of profits, whether or not foreseeable) suffered by the relevant Issuer or the Guarantor in connection with the transactions contemplated by and the relationship established by this Agreement even if the Principal Paying Agent and the Registrar have been advised as to the possibility of the same. These provisions will override all other provisions of this Agreement. However, this paragraph shall not be deemed to apply in the event of a determination of fraud on the part of the Principal Paying Agent or the Registrar in a non-appealable judgment by a court having jurisdiction.
20.3		The indemnity set out above shall survive any termination of this Agreement.
20.4		Each of the Paying Agents severally undertakes to indemnify the relevant Issuer and the Guarantor against any documented Losses and Expenses which the relevant Issuer or the Guarantor may incur as a result of or in connection with such Paying Agent’s wilful default, negligence or bad faith or that of its directors, officers, employees or controlling persons or any of them, or breach by such Paying Agent of the terms of this Agreement.
21.		RESPONSIBILITY OF THE AGENTS
21.1		No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note,

		Receipt or Coupon except for its own negligence, default or bad faith, including that of its officers and employees.
21.2		No Agent shall have any duty or responsibility in the case of any default by the relevant Issuer or the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving a notice given by a Noteholder in accordance with Condition 10, the Principal Paying Agent notifies the relevant Issuer and, where applicable, the Guarantor of the fact and furnishes it with a copy of the notice.
21.3		Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the relevant Issuer or the Guarantor prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer or the Guarantor and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.
22.		CONDITIONS OF APPOINTMENT
22.1		Each Agent shall be entitled to deal with money paid to it by the relevant Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:

	(a)		that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and
	(b)		that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money.

22.2		In acting under this Agreement and in connection with the Notes, each Agent shall act solely as an agent of the relevant Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons.
22.3		Each Agent undertakes to the relevant Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 11 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any of those documents against any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Schedule 11 becomes known to it, it will promptly provide such information to the Principal Paying Agent.
22.4		The Principal Paying Agent and the Registrar may consult at their own cost with legal and other professional advisers of recognised standing and the opinion of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
22.5		Each Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the relevant Issuer or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the relevant Issuer or the Guarantor.

22.6		Any Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the relevant Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the relevant Issuer as freely as if the Agent were not appointed under this Agreement.
22.7		Each of the Obligors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised.
22.8		Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the relevant Issuer, the Guarantor and each of the Agents shall be entitled to treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
22.9		The amount of the Programme may be increased by ENEL on behalf of the Obligors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
23.		COMMUNICATIONS BETWEEN THE PARTIES
		A copy of all communications relating to the subject matter of this Agreement between the relevant Issuer, the Guarantor and any Agent (other than the Principal Paying Agent) shall be sent to the Principal Paying Agent.
24.		CHANGES IN AGENTS
24.1		Each Obligor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor, as the case may be, as provided in this Agreement:

	(a)		there will at all times be a Principal Paying Agent and a Registrar;
	(b)		so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in such places as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
	(c)		so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
	(d)		there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive

			2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and
	(e)		there will at all times be a Paying Agent in a jurisdiction within Continental Europe, other than the jurisdiction in which the relevant Issuer or the Guarantor is incorporated.

		In addition, the relevant Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in clause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice shall have been given to the Noteholders in accordance with Condition 14.
24.2		Each of the Principal Paying Agent and the Registrar may (subject as provided in clause 24.4) at any time resign by giving at least 90 days’ written notice to the Obligors, specifying the date on which its resignation shall become effective.
24.3		Each of the Principal Paying Agent and the Registrar may (subject as provided in clause 24.4) be removed at any time by the Obligors on at least 45 days’ notice in writing from the Obligors specifying the date when the removal shall become effective.
24.4		Any resignation under clause 24.2 or removal of the Principal Paying Agent or the Registrar under clauses 24.3 or 24.5 shall only take effect upon the appointment by the Obligors, of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or Registrar, as the case may be) on the expiry of the notice to be given under clause 26. Each of the Obligors agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under clause 24.2, the Obligors have not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Obligors, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Obligors shall approve (such approval not to be unreasonably withheld or delayed).
24.5		In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Obligors. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6		Subject to clause 24.1, the Obligors may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency).
24.7		Subject to clause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Obligors and the Principal Paying Agent at least 45 days’ written notice to that effect.

24.8

Upon its resignation or removal becoming effective, an Agent shall:

	(a)		in the case of the Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
	(b)		be entitled to the payment by the relevant Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19.

24.9		Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
25.		MERGER AND CONSOLIDATION
		Any corporation into which any Agent may be merged or converted, or any corporation with which an Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which an Agent shall be a party, or any corporation to which an Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement, unless otherwise required by the Obligors and after the said effective date all references in this Agreement to the relevant Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Obligors by the relevant Agent.
26.		NOTIFICATION OF CHANGES TO AGENTS
		Following receipt of notice of resignation from an Agent and immediately after appointing a successor or new Agent or on giving notice to terminate the appointment of any Agent, the Principal Paying Agent (on behalf of and at the expense of the Obligors) shall give or cause to be given not more than 45 days’ nor less than 30 days’ notice of the fact to the Noteholders in accordance with the Conditions.
27.		CHANGE OF SPECIFIED OFFICE
		If any Agent determines to change its specified office it shall give to the relevant Issuer and to the Guarantor and the Principal Paying Agent written notice of that fact giving the address of the new specified office which shall be in the same city and stating the date on which the change is to take effect, which shall not be less than 45 days after the notice. The Principal Paying Agent (on behalf and at the expense of the relevant Issuer, failing which the Guarantor) shall within 15 days of receipt of the notice (unless the appointment of the relevant Agent is to terminate pursuant to clause 24 on or prior to the date of the change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice of the change to the Noteholders in accordance with the Conditions.
28.		COMMUNICATIONS
28.1		All communications shall be by telex, fax or letter delivered by hand or (but only where specifically provided in the Procedures Memorandum) by telephone. Each communication shall be made to the relevant party at the telex number, fax number or address or telephone number and, in the case of a communication by telex, fax or letter, marked for the attention of, or (in the case of a communication

		by telephone) made to, the person or department from time to time specified in writing by that party to the others for the purpose. The initial telephone number, telex number, fax number and person or department so specified by each party are set out in the Procedures Memorandum.
28.2		A communication shall be deemed received (if by telex) when a confirmed answerback is received at the end of the transmission, (if by fax) when an acknowledgement of receipt is received, (if by telephone) when made or (if by letter) when delivered, in each case in the manner required by this clause. However, if a communication is received after business hours on any business day or on a day which is not a business day in the place of receipt it shall be deemed to be received and become effective at the opening of business on the next business day in the place of receipt. Every communication shall be irrevocable save in respect of any manifest error in it.
28.3		Any notice given under or in connection with this Agreement shall be in English. All other documents provided under or in connection with this Agreement shall be:

	(a)		in English; or
	(b)		if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

28.4		All communications to ENEL S.A. shall always be sent in copy to ENEL.
29.		TAXES AND STAMP DUTIES
		The Obligors agree to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Agreement, subject to, in the case of enforcement, that such enforcement is against the Obligors.
30.		AMENDMENTS
		The Principal Paying Agent and the relevant Issuer may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:

	(a)		any modification (except as mentioned in the second paragraph of Condition 15(c)) of any Notes, Receipts, Coupons or this Agreement which is not prejudicial to the interests of the Noteholders; or
	(b)		any modification of any Notes, the Receipts, the Coupons or this Agreement which is of a formal, minor or technical nature or is made to correct a manifest or proven error or to comply with mandatory provisions of law.

		Any modification made under subparagraph (a) or (b) shall be binding on the Noteholders, the Receiptholders and the Couponholders and shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable after it has been agreed.
31.		CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
		A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
32.		GOVERNING LAW AND SUBMISSION TO JURISDICTION
32.1		This Agreement is governed by, and shall be construed in accordance with, the laws of England.

32.2		Each of the Obligors irrevocably agrees for the benefit of the Agents that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with this Agreement may be brought in such courts.
32.3		Each of the Obligors irrevocably waives any objection which it may have to the laying of the venue of any Proceedings in any such courts and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings brought in the English courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction to the extent permitted by law.
32.4		Nothing contained in this clause shall limit any right to take Proceedings against the Obligors in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, to the extent permitted by law whether concurrently or not.
32.5		Each of the Obligors appoints Fleetside Legal Representative Services Limited at its registered office at One Bishops Square, London E1 6AO as its agent for service of process, and undertakes that, in the event of Fleetside Legal Representative Services Limited ceasing so to act or ceasing to be registered in England, it will appoint another person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.
33.		COUNTERPARTS
		This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement

SCHEDULE 1

FORM OF CALCULATION AGENCY AGREEMENT

Allen & Overy LLP

CALCULATION AGENCY AGREEMENT

[ENEL — SOCIETÀ PER AZIONI/ ENEL FINANCE INTERNATIONAL S.A.]

€25,000,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME

[date]

CONTENTS

				Page
Clause
1.		Appointment of the Calculation Agent			37
2.		Duties of Calculation Agent			37
3.		Expenses			37
4.		Indemnity			37
5.		Conditions of Appointment			38
6.		Termination of Appointment			38
7.		Communications			40
8.		Descriptive Headings and Counterparts			40
9.		Contracts (Rights of Third Parties) Act 1999			40
10.		Governing Law and Submission to Jurisdiction			41
Signatories					42