An executive Director should not hold the office of:

• executive Director in any other listed company, whether Italian or foreign, or in any financial, banking or insurance company or in a company with a net equity exceeding 10 billion euros, and
• non-executive Director or Statutory Auditor (or member of a controlling body) in more than three of  the aforesaid companies.

A non-executive director, in addition to the office held in Eni, should not hold the office of:

• executive Director in more than one of the aforesaid companies and non-executive Director or Statutory Auditor (or member of another controlling body) in more than three of the mentioned companies, or as
• non-executive Director or Statutory Auditor in more than six of the mentioned companies.

The limit on multiple offices excludes offices held in Eni Group companies.

If these limits are exceeded, the Directors will promptly inform the Board, which will assess the situation in light of the interests of the Company and will call upon the Director to take the consequent decisions.

In any case, before taking up the office of Director or Statutory Auditor (or member of another controlling body) in another company that is not an investee company or a company which is directly or indirectly controlled by Eni, the executive Director must inform the Board of Directors, which will evaluate the compatibility of the office with the functions attributed to the executive Director and with the interests of Eni. The rules applicable to the executive Director also apply to Chief Operating Officers.

On the basis of the information supplied, following the appointments and at the meeting held on February 11, 2009, the Board of Directors verified that the Directors had complied with the aforementioned limits on multiple offices.

(*) Appointed by the minority list.