Mr. De Ghenghi is a member of Davis Polk & Wardwell’s Financial Institutions Group. He is experienced in advising issuers and underwriters in securities offerings and in advising financial institutions and other companies on mergers and acquisitions, bank and securities regulatory matters, cross-border collateral transactions, and clearance and settlement issues.

Mr. De Ghenghi’s recent transactions include advising the underwriters in connection with Washington Mutual’s $3 billion SEC-registered offering of perpetual preferred shares; on the U.S. aspects of the €65 billion merger between Banca Intesa and Sanpaolo IMI; Huntington Bancshares Incorporated on a $250 million offering of hybrid Tier 1 capital trust preferred securities; the underwriters in connection with IndyMac Bank, F.S.B.’s $500 million offering of Tier 1 capital perpetual preferred shares; Industrial and Commercial Bank of China on its $15.3 billion international initial public offering in 2006; China Merchants Bank on its $2.4 billion initial public offering in 2006; the underwriters in connection with UBS AG’s offering of $1 billion of lower Tier II subordinated debt in 2006; the underwriters in connection with China Construction Bank’s $9.2 billion initial global equity offering in 2005; Euroclear Bank in connection with Deutsche Boerse’s proposed acquisition of the London Stock Exchange in 2005; the Sanpaolo IMI group in connection with €679 million spinoff of life insurance subsidiary Fideuram Vita from Banca Fideuram in 2004; and the underwriters in connection with ING Groep’s $500 million offering of perpetual debt securities in 2003.

In Italy, Mr. De Ghenghi advised the underwriters on the €2.1 billion initial public offering of Saras, an energy company, in 2006. He has advised Telecom Italia on numerous debt offerings; advised Telecom Italia and Telecom Italia Mobile in connection with their merger in 2005; and advised Olivetti and Telecom Italia in connection with their $28.6 billion merger in 2003. He also advised SEAT Pagine Gialle on the spinoff of its directories and related businesses and subsequently advised Silver, the acquiror of the spun-off company, on its tender offer for the company’s remaining shares.

Mr. De Ghenghi was a member of the team of Davis Polk lawyers acting for the Group Audit Committee of Royal Dutch Shell in connection with its investigation into the recategorization of approximately 3.9 billion boe of proved oil and gas reserves in 2004.

Mr. De Ghenghi was an associate at Davis Polk from 1985 to 1989. In 2001, he rejoined the firm as counsel. He became a partner in 2006. He practiced in the London office from 2001 to 2006.

From 1995 to 2001, he worked for J.P. Morgan in Brussels and London, where he became a managing director, head of the legal department for Europe, the Middle East and Africa, and member of the European Management Committee. His experience included advising on U.S. securities law and bank regulatory matters, advising on and participating in the negotiation of J.P. Morgan’s $700 million sale of Euroclear, and advising on the European regulatory approvals and other aspects of the J.P. Morgan-Chase merger.

Mr. De Ghenghi received his B.A., with great distinction, from McGill University in 1980 and in 1982 received his B.A. in law from the University of Oxford. In 1985, he received his J.D., cum laude, from Northwestern University School of Law, where he was an articles editor of the Northwestern University Law Review. He is admitted to the bars of New York and Massachusetts. He speaks fluent Italian and French.