SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)

TELECOM ITALIA S.p.A.

(Name of Issuer)

Ordinary Shares of euro 0.55 par value each

(Title of Class of Securities)

87927W10

(CUSIP Number)

Amedeo Nodari

Merchant Banking Department

Intesa Sanpaolo S.p.A.

(formerly known as Banca Intesa S.p.A.)

Piazza Scala, 6

20121 Milan, Italy

(+39) 02 8794 1852

With a copy to:

Michael S. Immordino, Esq.

Latham & Watkins

99 Bishopsgate

London EC2M 3XF

England

(+44) 207-710-1076

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 22, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

CUSIP No.   87927W10
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC, BK
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Republic of Italy
Number of Shares Beneficially by Owned by Each Reporting Person With			7.	Sole Voting Power 35,241,667
			8.	Shared Voting Power 3,003,586,907 (See Item 5)
			9.	Sole Dispositive Power 9,306,367
			10.	Shared Dispositive Power 3,003,586,907 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,038,828,574 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 22.71% (See Item 5)
	14.	Type of Reporting Person (See Instructions) CO, BK

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This Amendment No. 3 (this “Amendment”) amends the Statement on Schedule 13D (the “Schedule 13D”) filed on November 1, 2007 and as subsequently amended by Intesa Sanpaolo S.p.A., a company incorporated under the laws of the Republic of Italy (“Intesa Sanpaolo”), with respect to the ordinary shares, euro 0.55 par value per share (“Telecom Shares”), of Telecom Italia S.p.A., a company incorporated under the laws of the Republic of Italy (“Telecom Italia”).  Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 13D, as amended. Introduction. As previously described in Amendment No. 2 to Schedule 13D (filed on December 1, 2009 by Intesa Sanpaolo), on October 28, 2009, Sintonia S.A. (“SI”) requested, pursuant to Article 11(b) of the Shareholders Agreement, the non- proportional de-merger of Telco, with the assignment to SI of its pro rata share of the assets and liabilities of Telco (including 275,115,716 Telecom Shares held by Telco representing approximately 2.06% of Telecom Italia’s share capital (the “SI Telecom Shares”)). The terms of SI’s exit were approved on November 26, 2009, when an extraordinary general meeting of the Telco shareholders unanimously approved a proposal of the Telco board of directors to permit SI to exit Telco in a single transaction consisting of two parts (the “SI Exit Transaction”).  The SI Exit Transaction was concluded on December 22, 2009 when Telco and SI executed a Purchase and Sale Agreement (the “SI Exit Agreement”), pursuant to which: (i) SI acquired the SI Telecom Shares from Telco for consideration of euro 605,254,575.20 (equal to a price of euro 2.20 for each SI Telecom Share) (the “SI Telecom Share Transfer”), and (ii) Telco voluntarily reduced its share capital by acquiring and cancelling SI’s Telco shares (equal to 162,752,995 class A shares, constituting 8.39% of Telco’s share capital) for consideration of euro 293,461,160.95 (equal to a price of approximately euro 1.80 for each Telco share) which is equal to the pro rata net asset value of SI’s interest in Telco as of December 15, 2009 (the “Telco Share Capital Reduction”). Because cash consideration was payable under the SI Exit Agreement by both Telco and SI, pursuant to the SI Exit Agreement only a single net cash payment (the “Sintonia Payment”) was made by SI of euro 311,793,414.25  (equal to the cash consideration due from SI to Telco of euro 605,254,575.20 in respect of the SI Telecom Share Transfer minus the cash consideration due from Telco to SI of euro 293,461,160.95 in respect of the Telco Share Capital Reduction). An unofficial translation of the SI Exit Agreement is filed as Exhibit 19 hereto and the related Telco press release, dated December 22, 2009, is filed as Exhibit 20 hereto. Items 3, 5, 6 and 7 of Schedule 13D are hereby amended and supplemented to add the following:
Item 3.	Source and Amount of Funds or Other Consideration
The Telco Share Capital Reduction did not require funds or other consideration for Telco to pay the cash consideration payable to SI of euro 293,461,160.95 because this amount was offset by the cash consideration payable from SI in connection with the SI Telecom Share Transfer, as described in the Introduction to this Amendment.
Item 5.	Interest in Securities of the Issuer
Following the SI Exit Transaction, Intesa Sanpaolo, through its interest in Telco, may be deemed to beneficially own 3,003,586,907 Telecom Shares, representing approximately 22.4% of the outstanding Telecom Shares. Intesa Sanpaolo may be deemed to have shared power to vote, or direct the vote, and shared power to dispose, or direct the dispositions, of such Telecom Shares.

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In addition, Intesa Sanpaolo may be deemed to have sole power to vote or direct the vote of 35,241,667 Telecom Shares and sole power to dispose or direct the disposition of 9,306,367 Telecom Shares through its direct holdings and the holdings of various subsidiaries, representing approximately 0.3% and 0.1% of the outstanding Telecom Shares, respectively. These shares are not currently expected to be contributed to Telco. The beneficial ownership of Telecom Shares by the persons listed in Annex A to Schedule 13D, to the extent currently available, is indicated next to such person’s name in such Annex A. To the best of Intesa Sanpaolo’s knowledge, such persons have sole voting and dispositive power over the Telecom Shares that they beneficially own. Except as described in Annex B, Intesa Sanpaolo has not effected any transaction in the Telecom Shares since the date of the last event which required a filing on Schedule 13D.  To the best of Intesa Sanpaolo’s knowledge, the persons listed on Annex A have not effected any transaction in Telecom Shares during the 60 days prior to the date of the last event which required a filing on Schedule 13D by Intesa Sanpaolo.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
SI EXIT AGREEMENT The description of the SI Exit Agreement in the Introduction to this Amendment is incorporated herein by reference.  The summary herein of certain material provisions of the SI Exit Agreement does not purport to be a full and complete description of such document and is entirely qualified by reference to the full text of the unofficial translation of such document attached as Exhibit 19 hereto.
Item 7.	Materials to be Filed as Exhibits
Exhibit 19:		Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation)
Exhibit 20:		Telco S.p.A. press release, dated December 22, 2009.

4

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  December 23, 2009
	INTESA SANPAOLO S.p.A.
	By:	/s/ Marco Cerrina Feroni
		Name:	Marco Cerrina Feroni
		Title:	Head of Merchant Banking Department

5

ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS OF INTESA SANPAOLO

The name, title, present principal occupation or employment of each of the directors and executive officers of Intesa Sanpaolo are set forth below.  The business address of each director and executive officer is Intesa Sanpaolo’s address.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Intesa Sanpaolo.  All of the persons listed below are citizens of the Republic of Italy, except Antoine Bernheim who is a French citizen.

Name and surname	Position with Intesa Sanpaolo	Present Principal Occupation(if different from Position with Intesa Sanpaolo)	Telecom Shares Beneficially Owned
Enrico SALZA	Chairman of Management Board	—	—
Orazio ROSSI	Deputy Chairman of Management Board	Commercial and industrial entrepreneur and Chairman, Cassa di Risparmio del Veneto S.p.A.	—
Corrado PASSERA	Member of Management Board, Managing Director and CEO	—	—
Elio Cosimo CATANIA	Member of Management Board	Chairman and Managing Director, Azienda Trasporti Milanesi S.p.A.	—
Aureliano BENEDETTI	Member of Management Board	Chairman, Banca CR Firenze S.p.A.	—
Giuseppe FONTANA	Member of Management Board	Businessman, head of the Fontana Group holding company	*
Gian Luigi GARRINO	Member of Management Board	Chairman, Fondaco SGR S.p.A.	—
Virgilio MARRONE	Member of Management Board	Director , FIAT S.p.A.	1,545
Emilio OTTOLENGHI	Member of Management Board	Businessman and Chairman, Banca IMI S.p.A., La Petrolifera Italo Rumena S.p.A.	103,000
Giovanni PERISSINOTTO	Member of Management Board	Managing Director, Assicurazioni Generali S.p.A.	103,049
Marcello SALA	Member of Management Board	Director, Banca IMI S.p.A., Banca ITB S.p.A.	—
Giovanni Bazoli	Chairman of Supervisory Board	—	60,934
Antoine Bernheim	Deputy Chairman of Supervisory Board	Manager - Chairman Assicurazioni Generali Group	189,934
Rodolfo Zich	Deputy Chairman of Supervisory Board	Professor	—
Carlo Barel di Sant’Albano	Member of Supervisory Board	Manager - CEO EXOR S.p.A	—

6

Name and surname	Position with Intesa Sanpaolo	Present Principal Occupation(if different from Position with Intesa Sanpaolo)	Telecom Shares Beneficially Owned
Rosalba Casiraghi	Member of Supervisory Board	Consultant	—
Marco Ciabattoni	Member of Supervisory Board	Professional (CPA) & Professor	—
Giovanni Costa	Member of Supervisory Board	Professor	15,110
Franco Dalla Sega	Member of Supervisory Board	Professor	—
Gianluca Ferrero	Member of Supervisory Board	Chartered Accountant	—
Angelo Ferro	Member of Supervisory Board	Professor	—
Pietro Garibaldi	Member of Supervisory Board	Professor	5,000
Giulio Stefano Lubatti	Member of Supervisory Board	Consultant	—
Giuseppe Mazzarello	Member of Supervisory Board	—	10,000
Eugenio Pavarani	Member of Supervisory Board	Professor	—
Gianluca Ponzellini	Member of Supervisory Board	Chartered Accountant	—
Gianguido Sacchi Morsiani	Member of Supervisory Board	—	—
Ferdinando Targetti	Member of Supervisory Board	Professor	6,000
Livio Torio	Member of Supervisory Board	Lawyer	—
Riccardo Varaldo	Member of Supervisory Board	Professor	—

* Mr. Fontana does not currently own any Telecom Shares.  However, Mr. Fontana owns 121,976 Telecom Italia convertible bonds that are convertible into Telecom Shares.

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ANNEX B

TRANSACTIONS IN TELECOM ITALIA ORDINARY SHARES

The following describes transactions since the date of the last event which required a filing on Schedule 13D by Intesa Sanpaolo or its affiliates in Telecom Shares.  These transactions were all ordinary course broker-dealer activities engaged in by Intesa Sanpaolo or its affiliates consistent with its usual practices and unrelated to the Telco transaction. Substantially all of these transactions consisted of index arbitrage; index rebalance trading; program trading relating to baskets of securities; creation, redemption and balancing of exchange traded funds; facilitation of customer trades; model-driven trading and error correction.

Name of Intesa Sanpaolo entity or affiliate	Number of Buys	Buy Volume	High/Low Buy Prices(in €)	Number of Sells	Sell Volume	High/Low Sell Prices(in €)
Banca IMI	315	4,211,372	1.10/1.01	124	6,042,700	1.11/1.04

8

EXHIBIT INDEX

Exhibit No.
	99.1	Co-Investment Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.2	Amendment to the Co-Investment Agreement and the Shareholders’ Agreement, dated October 25, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.3	Shareholders’ Agreement, dated as of April 28, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.4	By-laws of Olimpia S.p.A. (unofficial English translation).*
	99.5	Share Purchase Agreement, dated May 4, 2007, by and among the Investors, Pirelli and Sintonia.*
	99.6	The Announcement of the Board of Commissioners of the Brazilian National Telecommunications Agency (Anatel) related to the Transaction, dated October 23, 2007 (unofficial English translation).*
	99.10	By-laws of Telco S.p.A. (unofficial English translation).*
	99.11	Call Option Agreement, dated November 6, 2007, between Telefónica and Telco.*
	99.12	Amendment to Shareholders Agreement and to Bylaws, dated November 19, 2007, by and among Generali, Intesa Sanpaolo, Mediobanca, Sintonia S.A. and Telefónica.*
	99.13	Amended and Restated By-laws of Telco (unofficial English translation).*
	99.14	Letter of Adherence to the Call Option Agreement by Olimpia S.p.A., dated November 15, 2007.*
	99.15	Renewal Agreement, dated October 28, 2009, by and among Telefónica S.A., Assicurazioni Generali S.p.A. (on its own behalf and on behalf of its subsidiaries Generali Vie S.A., Alleanza Toro S.p.A., INA Assitalia S.p.A. and Generali Lebensversicherung AG), Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. *
	99.16	Amendment Deed to the Call Option, dated October 28, 2009, by and between Telefónica S.A. and Telco S.p.A. *
	99.17	Joint press release, dated October 28, 2009, issued by Telefónica S.A., Assicurazioni Generali S.p.A, Intesa Sanpaolo S.p.A. and Mediobanca S.p.A. *
	99.18	Telco S.p.A. press release, dated November 26, 2009.*
	99.19	Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation)
	99.20	Telco S.p.A. press release, dated December 22, 2009.

* Previously filed.

9

EX-19

Exhibit 19

Confidential

Sintonia S.A.

Place d’Armes, 1

L-1136 - Luxembourg

to the kind attention of the Board of Directors

Milan, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to your proposal, that hereinunder we reproduce and sign as an indication of our full and unconditional acceptance:

“Confidential

Telco S.p.A.

Via Filodrammatici, 3

20121 Milano

to the kind attention of the Chairman of the Board of Directors

Luxembourg, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to our recent negotiations and we propose to you to sign the following Agreement:

AGREEMENT

FOR THE SALE AND PURCHASE OF SHARES

MADE BETWEEN

TELCO S.p.A., a company with registered office in Milan, at Via Filodrammatici 3, VAT No. 05277610969, represented herein by its legal representative, dr. Aldo Minucci, (the “Seller” or “Telco”);

- of the first part -

AND

Sintonia S.A., a company with registered office in Luxembourg, at Place d’Armes 1, L-1136 Luxembourg , VAT No. LU 21780724, represented herein by its special attorney, ing. Valerio Bellamoli, (the “Purchaser” or “Sintonia”);

- of the second part -

(herein, Telco and Sintonia are together the “Parties” and each a “Party”)

WHEREAS

A.Telco holds 3,278,702,623 ordinary shares of Telecom Italia S.p.A., a company with registered office in Milan, at Piazza Affari 2 (“Telecom Italia”), equivalent to approximately 24.5 per cent. of the ordinary share capital of Telecom Italia;

B.On 28 October 2009, Sintonia indicated that it did not wish to renew the shareholders’ agreement in place among the other shareholders of Telco, which had been entered into on 28 April 2007 and expires on 28 April 2010 (the “Shareholders’ Agreement”) and, in exercise of its right to request the non-proportional de-merger of Telco under article 11 of the Shareholders’ Agreement, (the “De-Merger”) - gave notice that it intended to cease to be a shareholder of Telco, and proposed, as an alternative to the De-Merger, a transaction under which: (a) the Telecom Italia shares that are held by Telco and relate to Sintonia’s percentage would be purchased for cash, at their book value (Euro 2.20 per Telecom Italia share); and (b) its participation in the share capital of Telco would be sold to Telco for cash at the corresponding net asset value resulting from the Telco’s balance sheet of as at October 31, 2009, approved by the Board of Directors of Telco as at November 26, 2009, (the “Valuation Balance Sheet”);

C.Telco and its shareholders said that they were willing to take into consideration and reach agreement with Sintonia over technical forms different from the De-Merger, but equivalent thereto provided they did not burden Telco and its shareholders with additional charges or liabilities, with the common objective of completing Sintonia’s sale of its shareholding in Telco as rapidly as was technically possible;

D.Upon conclusion of the enquiries that were made, the alternative to the De-Merger described in recital B was approved by the Boards of Directors of Telco and Sintonia in their meetings of 26 November 2009 and 18 November 2009, respectively;

E.Sintonia will cease to be a shareholder of Telco through the following transactions, which are linked and form an indivisible whole, and will take place on the same date as part of a single event: (i) the sale for cash by Telco to Sintonia (the “Telecom Italia Share Sale”), of 275,115,716 ordinary shares of Telecom Italia (the “Telecom Italia Shares”), equivalent to 2.06 per cent. of the ordinary share capital of Telecom Italia, at a price of Euro 2.20 per share, and thus for an aggregate price of Euro 605,254,575.20; (ii) the sale for cash by Sintonia to Telco (the “Telco Share Sale”, and together with the Telecom Italia Share Sale, the “Sales”), of 162,752,995 Class A shares of Telco (the “Telco Shares”), constituting the whole of Sintonia’s participation in Telco’s share capital (equivalent to 8.39 per cent. of Telco), at a price of around Euro 1.80 per share, and thus for an aggregate price of Euro 293461160.95, calculated on the basis of the net asset value of Telco on the basis of the balance sheet indicated in article 2.3 below; (iii) the cancellation by Telco of the Telco Shares pursuant to and for the purposes of article 2357-bis, first paragraph, part (1), of the Civil Code, with a corresponding voluntary reduction of the share capital subject to discharge of the requirements of article 2445 of the Civil Code; and

F.In order to document the Sales, the Parties wish to enter into this agreement (the “Agreement”);

THE PARTIES HEREBY AGREE as follows;

1RECITALS AND SCHEDULES DEFINITIONS

1.1The recitals and schedules hereto form an integral and substantial part of this Agreement.

1.2Terms and expressions used in this Agreement with an initial capital letter shall have the following meanings:

2             THE SALES

2.1Upon the terms and conditions of this Agreement, as at the date hereof Telco shall sell to Sintonia, and Sintonia shall accept and purchase, the Telecom Italia Shares, being more precisely 275,115,716 (two hundred and seventy-five million, one hundred and fifteen thousand, and seven hundred and sixteen) ordinary shares of Telecom Italia of nominal value Euro 0.55 (zero point fifty-five Euros) each and to which dividends accrue as normal, representing approximately 2.06 per cent. of Telecom Italia’s ordinary share capital, for a price of Euro 2.20 (two point two zero Euros) for each ordinary share of Telecom Italia (the “Price per Telecom Italia Share”), multiplied by the number of Telecom Italia Shares, and thus in aggregate Euro 605,254,575.20 (six hundred and five million, two hundred and fifty-four thousand, five hundred and seventy-five Euros and twenty cents, the “Telecom Italia Aggregate Price”).

2.2The Telecom Italia Share Sale described in Article 2.1 above shall take place outside the regulated market through an authorised intermediary to conduct such transactions, which has been instructed under the terms set forth in Schedule A.

2.3Upon the terms and conditions of this Agreement, as at the date hereof Sintonia shall sell to Telco, and Telco shall accept and purchase, the Telco Shares, being more precisely 162,752,995 (one hundred and sixty-two million, seven hundred and fifty-two thousand, and nine hundred and ninety-five) Class A shares of Telco, for which the nominal value is not indicated and to which dividends accrue as normal, representing approximately 8.39 per cent. of Telco’s ordinary share capital, for a price of Euro 1.80 (one Euro and eighty cents) for each ordinary share of Telco (the “Price per Telco Share”), multiplied by the number of Telco Shares, and thus in aggregate Euro 293,461,160.95 (two hundred and ninety three million, four hundred and sixty one thousand, one hundred and sixty Euros and ninety five cents, the “Telco Aggregate Price”). The Parties mutually acknowledge that the Price per Telco share and hence the Telco Aggregate Price has been determined on the basis of the Telco net asset value resulting from the Telco balance sheet as at 15 December 2009 (the “Closing Balance Sheet”), prepared on the basis of the same criteria used for the Valuation Balance Sheet.

2.4Since Telco and Sintonia shall, by completing this Agreement, have obligations to one another that fall within article 1241 et seq. of the Civil Code, the two liabilities shall be set off against another up to their full amount, and accordingly pursuant to the terms of this

Agreement, the only payment in cash that shall be made in order to complete the Sales shall be that by Sintonia to Telco in the amount of the difference between the Telecom Italia Aggregate Price and the Telco Aggregate Price and accordingly an aggregate amount of Euro 311,793,414.25 (three hundred and eleven million, seven hundred and ninety three thousand, four hundred and fourteen Euros and twenty five cents) Euros (the “Cash Balance”).

2.5The Parties acknowledge and agree that the Cash Balance shall be paid, together and at once with the transfer of the shares object of the Sales, by means of cash transfer on the current account n. IT 68 X 03069 12711 000010359843 registered in the name of Mediobanca S.p.A. (swift code BAMEITMMXXX) in its quality of banca agente, open at Intesa Sanpaolo S.p.A. — filiale di Parma (swift code BCITITMMXXX)  (the “Current Account”). For this purpose Telco delegates Sintonia, pursuant to article 1268, 1° comma, of the Civil Code, to pay the Cash Balance in favour of Mediobanca S.p.A. and Intesa Sanpaolo according to the modalities indicated above, which, in their turn, are creditors of Telco. Also pursuant to article 1271 of the Civil Code, Sintonia renounces to oppose to Mediobanca S.p.A. and to Intesa Sanpaolo S.p.A. each and every exception relating to its relationship with the same Mediobanca S.p.A. and Intesa Sanpaolo S.p.A., it being understood and agreed among the Parties that Telco shall be released to its obligation to pay the Cash Balance only once the Cash Balance is credited in the Current Account.

2.6The Parties acknowledge and agree that the Sales under Articles 2.1 and 2.3 above are parts of a single, unified transaction and accordingly they are indivisibly connected, with the consequence that neither of the aforementioned sales may be deemed effective until such time as the obligations in relation to both sales have been completed and performed in full, and the alienation thereunder has taken full effect.

3             MISCELLANEOUS

3.1The expenses related to the transfer of the Telecom Italia Shares, and any tax connected or related to the transfer of the Telecom Italia Shares, or the completion of this Agreement, shall be borne 50 per cent. by each of the Parties, with the exception of their respective legal expenses, which are and shall remain payable solely by the relevant Party.

3.2Any tolerance by one of the Parties of a breach by the other Party of one or more provisions of the Agreement shall not constitute and may not be interpreted as a waiver by the relevant Party of the rights it holds in consequence of such breach.  Any such tolerance may be effective only where set forth in a written document duly executed by the relevant Party and in relation only to the rights to which such Party is entitled.

3.3The Parties expressly acknowledge that the terms of this Agreement constitutes an aleatory agreement within the meaning of article 1469 of the Civil Code, and consequently they hereby waive any rights to bring: (a) the general action for termination for undue influence, pursuant to article 1448 of the Civil Code; (b) the application for termination by reason of an excessive onerousness, pursuant to article 1467 of the Civil Code; and (c) the application for reduction of these terms, pursuant to article 1468 of the Civil Code.

3.4Telco represents and warrants to Sintonia, to the extent relevant, that: (a) it has the Telecom Italia Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the

Telecom Italia Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.5Sintonia represents and warrants to Telco, to the extent relevant: (a) it has the Telco Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the Telco Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.6The Parties mutually acknowledge and agree that every existing liability (with the exception of those already included on the Closing Balance Sheet, which have thus been taken into consideration in the determination of the Telco Aggregate Price) and also every potential liability in respect of Telco (including, by way of illustration but without limitation, liabilities which could arise from the administrative procedures and the litigation in progress in Argentina in relation to the acquisition by Telco of its participation in Telecom Italia through the acquisition of the complete share capital of Olimpia S.p.A.) that is related to the period prior to the execution of this Agreement, shall be sustained by Sintonia and by Telco, respectively, in the same proportion in which such companies would have sustained the foregoing if Sintonia had been the beneficiary of the Telecom Italia Shares Subject to Disposal via the De-Merger transaction and hence the provision envisaged under article 2506 and following articles of the Italian Civil Code would have been applicable. Therefore, each Party shall stand surety for and hold the other Party harmless in relation to the liabilities to which the latter may be subject and which instead maybe referable to the former, pursuant to the provisions envisaged under this article 3.6.Telco shall: (i) maintain Sintonia promptly informed in relation to any administrative and/or litigation proceedings, domestic or international, already pending or that may be commenced against it, in relation to events related to the period prior to the execution of this Agreement, as well as to the subsequent course of those administrative and/or litigation proceedings, including by direct access to the counsel appointed by Telco, and by means of granting an attendee appointed by Sintonia with the right of participation in the Board of Directors’ meetings of Telco during which such proceedings will be discussed; and (ii) in good faith evaluate any reasonable indications from Sintonia in relation to the conduct of such proceedings.

4             NOTICES

4.1Any notice to be sent to the Parties shall be sent by recorded delivery (with advice of delivery), with an advance copy by fax, to the following addresses:

(a)where to Telco, to:

Telco S.p.A.

Via Filodrammatici, 3

20121 Milan

Attention: Chair Aldo Minucci

Fax No. +39 028829838

(b)where to Sintonia, to:

Sintonia S.A.

Place d’Armes, 1

L-1136 — Luxembourg

c.a. Ing. Valerio Bellamoli

Fax n.: +352 26266221

4.2Each of the Parties may use the means indicated above to give notice of changes to their address, or any other details. The Parties hereby agree that the addresses provided above, or such other addresses as they may notify in the future, shall also be the Parties’ addresses for service for all purposes regarding this Agreement, including for any service of court documents.

4.3Any amendment to this Agreement shall be made under a written document signed by the Parties, or by their respective successors or assigns.  In the absence of such a written document, no amendment shall take effect.

4.4This Agreement shall be binding between the Parties and their respective successors and assigns, on any basis and on any ground. Subject always to the above, this Agreement shall not be capable of assignment by either of the Parties, except as the Parties may agree in writing.

GOVERNING LAW — ARBITRATION

5.1This Agreement shall be made subject to and governed by Italian law.

5.2.Any dispute regarding the interpretation, performance or termination of this Agreement shall be exclusively for the jurisdiction of the Courts of Milan.

Schedules:

A:  Irrevocable instructions as to the transfer of shares

* * * * *

If you agree with the above proposal, please reproduce the text of this Agreement and send us a copy duly initialed in each page and signed as an indication of your full and unconditional acceptance of this Agreement.

Sintonia S.A.

”

* * * * *

As an indication of our full and unconditional acceptance of this Agreement

Telco S.p.A.

EX-20

Exhibit 20

TELCO S.p.A.

Registered office: Via Filodrammatici 3, Milan, Italy

Share capital: € 3,588,288,430.80 fully paid up

Registration no. in Milan Companies’ Register,

Tax identification code and VAT no.: 05277610969

PRESS RELEASE

Telco and Sintonia have today completed (i) the acquisition in cash by Sintonia of the Telecom Italia shares held by Telco attributable to it pro-rata (approx. 275.1 million ordinary shares, equal to 2.06% of the ordinary share capital) at a price of €2.2 per share for a total outlay of approx. €605m; and (ii) the acquisition by Telco of Sintonia’s entire shareholding Sintonia in the share capital of Telco (approx. 162.8 million class A shares, equal to 8.39% of the share capital). On even date the Board of Directors has acknowledged the resignation of Mr. Valerio Bellamoli, board member designated by Sintonia, and has appointed Mr. Oliviero Pessi.

The surplus on the transaction, which amounts to approx. €312m, has been used by Telco to repay part of the credit lines falling due at the year-end. The remainder of the loans due by end-December 2009 have been extended until 11 January 2010. In line with the undertakings disclosed on 18 November 2009, the shareholders have committed to subscribe, pro-rata to their respective interests in the share capital, to a bond issue by the company in an amount of up to €2.6bn. In addition, the company is in negotiations with leading banks to receive credit lines of up to €1.4bn to be used to reduce the shareholders’ commitments with respect to the bond issue.

Milan, 22 December 2009