Exhibit 4.2


 


PUT AND CALL
OPTION AGREEMENT


 


BETWEEN 


 


ENDESA, S.A.


 


AND


 


BANCO SANTANDER CENTRAL HISPANO, S.A.


 


In Madrid on June 13,
2001.


 


BY AND BETWEEN


 


Mr. Rafael Miranda Robredo,
of Spanish nationality, of legal age, with address in Madrid at Calle Príncipe
de Vergara 187, holding National Identification Card number 13045173-X.


 


Mr. José Manuel Arrojo
Botija, of Spanish nationality, of legal age, with address in Madrid at calle
Marcelino Santa María number 7, holding National Identification Card number
51628104.


 


ACTING


 


The former, in the name and on
behalf of the company Endesa, S.A., with registered offices in
Madrid at Calle Príncipe de Vergara number 187, incorporated for an indefinite
term by virtue of a public deed authorized by the Notary Public of Madrid, Mr.
Rafael López de Haro y Moya on July 19, 1944 and duly recorded in the
Companies Registry of Madrid in volume 736, folio 196, page 434, with Tax
Identification Code Number A-28023430 (hereinafter referred to as Endesa).


 


In his position as Chief
Executive Officer of the Company, pursuant to the public deed authorized on
May 5, 2000 by the Public Notary of Madrid, Mr. Santiago Rubio Liniers,
with number 855 of his records and duly recorded in the Companies Registry of
Madrid in Volume 14779, folio 46, page M-6405.


 


The latter,  in the name and on behalf of  the
company Banco
Santander-Central Hispano S.A.  with
registered offices in Santander at Paseo de Pereda 9-12 and incorporated by the
merger by take-over of the Banco Central Hispanoamericano by the Banco de
Santander, pursuant to the public deed of April 13, 1999, authorized by
the Public Notary Mr. Antonio Fernandez-Golfín Aparicio, with number 1212 of
his records and recorded in the Companies Registry of Cantabria in volume 676,
page S-1960, folio 28 (hereinafter referred to as BSCH).


 


In his position as
attorney-in-fact for the company by virtue of the public deed authorized on
February 26, 1999 by Mr. José María Prada Diez, Notary Public of
Santander, with number 643 of his records. His authority is completed by the
agreement adopted by the Delegated Risk Commission on June 7, 2001.


 


In the positions in which
they act, both parties mutually and reciprocally acknowledge that they hold the
required legal authority and sufficient powers of attorney to enter into this
Agreement and, for such purpose hereby


 


WITNESSETH


 


One. - Whereas, on
May 31, 2001, ENDESA and BSCH signed a Joint Holding Agreement to compete
with another company in the tender to purchase 100% of the stock capital of the
Italian company “Elettrogen S.p.A.”, currently owned by the company “Enel
S.p.A.”, also of Italian nationality, by incorporating a company for such
purpose (hereinafter referred to as the “Consortium”).


 

















 


Two.- Whereas, by virtue of such
Agreement, BSCH has undertaken the commitment to take part in the
aforementioned purchase process through the Consortium by means of subscribing
to a percentage no higher than 40% of the capital of Elettrogen, directly or
indirectly through a newly incorporated Company (hereinafter referred to as
Newco), with a maximum payment of the equivalent to one thousand million US
dollars (US$1,000,000,000) in Euros, such holding depending on the latter being
the successful bidder for “Elettrogen S.p.A.” and obtaining as many legal or administrative
authorizations for such purpose as may be required in Spain and Italy, as well
as within the scope of the European Union.


 


Three. - Whereas, within the
framework of the aforementioned agreed action plan, ENDESA and BSCH have agreed
to grant a put and call option for each and all of the shares that BSCH may
become a holder of in “Elettrogen, S.p.A.” through the Consortium, directly or
indirectly through Newco (hereinafter referred to as “the Shares”), pursuant to
that stated in the previous Recital.


 


Four. - Whereas, for the
purpose of regulating that stated above, both parties have agreed to carry out
the formalities for this agreement, stipulating the terms and conditions that
must govern the legal relationship between them, which they carry out by virtue
of this agreement pursuant to the following:


 


CLAUSES


 


ONE. -                                    OBJECT OF
THE AGREEMENT


 


The object of this
agreement is the total number of Shares of which BSCH may become owner, on the
basis that the purchase commitment for the Shares by BSCH, directly through the
Consortium or indirectly by means of its holding in Newco, will be a percentage
no higher than 40% of the capital of “Elettrogen, S.p.A”, with a maximum
payment of the equivalent to one thousand million American dollars (US$1,000,000,000)
in Euros, pursuant to that stated in Recital Two.


 


The Shareholders shall be
directly entitled to the interim or supplementary dividends paid to BSCH by
“Elettrogen S.p.A.”, or through Newco, as of the time of the subscription and
payment of the shares.


 


TWO. -                                  PUT AND
CALL OPTION RIGHTS


 


2.1.                                                                          CALL
OPTION IN FAVOR OF ENDESA.


 


2.1.1 – General.
By virtue of this document, BSCH assigns an irrevocable call option on the
Shares in favor of ENDESA, which duly accepts, by virtue of which ENDESA shall
be entitled to purchase the Shares from BSCH, and the latter being bound to
sell them, pursuant to the terms and conditions stipulated in this agreement.
This call option shall be granted free of charge.


 


2.1.2. - Scope.
The call option may be exercised by all or several of the Shareholders, on
one or several occasions, all of the foregoing pursuant to the criteria of
ENDESA.


 


2.1.3. - Term for
exercise.  ENDESA may exercise the share option, on one or
several occasions, pursuant to its own criteria, at any time from the date of
subscription and payment of the Shares by BSCH up to the fifth year, counted
from such date, by means of written notification sent to BSCH with at least 30
working days prior notice before the date on which ENDESA plans to exercise the
option. The notification must state the number of shares, the exact date on
which ENDESA wishes to carry out the transfer, which must be carried out within
a term of 30 working days at the latest after the date the notification is
received. At the end of the fifth year, counted from the date of subscription
and payment of the Shares without ENDESA having exercised its call option, it
shall be deemed that ENDESA has waived its right to exercise the call option,
thereby duly releasing BSCH from all its obligations.


 


2

















 


Within the term of five
working days counted from the time of reception of the notification from
ENDESA, referred to in the previous paragraph, BSCH shall inform ENDESA of the
price corresponding to the number of shares that it intends to transfer, by
virtue of applying that stipulated in clause 2.1.4 below.


 


2.1.4. - Price for
exercise. The price for exercising the call option that ENDESA
should pay BSCH for each purchase of the Shares (hereinafter referred to as the
“Price for Exercise”), shall be the result obtained from applying the following
formula:


 


Initial Price x the Sum of 
(1+in)n


 


Where:


 


Initial Price:  This is the balance obtained
from multiplying the subscription price of each of the Shares that BSCH has
paid by the number of Shares that BSCH transfers each time, plus the result of
capitalizing the interest rate (in) at the end of each quarter.


 


n: This means each of the annual periods, or fraction thereof, that have
elapsed after the date of payment of the Shares by BSCH up to the date on which
ENDESA purchases the Shares, for the purpose of exercising the call option.


 


in: [Euriborn
+ margin] x D/360


 


Where: Euriborn:
means EURIBOR at three months after the period corresponding to “n” pursuant to
that established above.


 


Margin: 0.55% annual


D: Actual days elapsed
during the period “n”


 


For the purpose of this
agreement, the EURIBOR (EURO INTERBANK OFFERED RATE) rate shall be understood
to be the sum of two components, the details on which are provided below:


 


• The interest rate that, pursuant to the regulations established for
this purpose by the European Banking Federation, is displayed on the REUTER
screen corresponding to the page EURIBOR01 (or the screen that may replace it
or is equivalent thereto, in the case that the aforementioned screen is not
available), as the rate traded on the stock market at eleven am (11:00 a.m.) on
the second working day before the beginning of each period “n” and three month
term.


 


• The taxes, rates, duties, surcharges, whether of the State or not,
which are currently levied  or may be
levied in the future to obtain funds in the Interbank Market, as well as the
brokerage or fees that are paid for obtaining such funds and the duties that
are levied on such fees or brokerage.


 


• The result shall be rounded up, if necessary, to the closest multiple
of a thirty-second of a per cent (1/32%).


 


The interest rate (in)
calculated in the agreed manner shall be capitalized at the end of each
quarter, counted from the date that the formalities for this agreement are
carried out, and shall be added to the Initial Price and shall, in turn, accrue
interest and shall be paid as part of the price for exercise on the date on
which the formalities for the transfer of the shares are carried out.


 


The interest rate
applicable to the successive interest periods “n”, established according to
that stipulated in the sections above, shall be notified by BSCH to ENDESA by
letter, fax or any other means permitted by law, on the working day at the
start of each of such interest periods.


 


2.2.                         PUT
OPTION IN FAVOR OF BSCH


 


2.2.1- General.  By means of
this document, ENDESA assigns an irrevocable put option on the Shares in favor
of BSCH, by virtue of which BSCH shall be entitled to sell the Shares to


 


3

















 


ENDESA, which shall be
bound to purchase them. This put option shall be granted free of charge.


 


2.2.2. - Extension.
The put option may be exercised on all of the Shares that BSCH still holds between
the fifth year, counted from the date of subscription and payment of such
Shares, until thirty working days after these five years have elapsed.


 


2.2.3. - Term for
exercise.  BSCH shall be entitled to sell all the Shares that it
still owns to ENDESA, by means of written notification sent to the latter with
at least 15 working days prior notice before the date on which the sale is
planned to be carried out, from the fifth year counted from the date of
subscription and payment of the Shares until thirty working days after the five
years have elapsed, both dates inclusive, unless any of the causes for early
exercise of the put option arise, as stated in section 2.2.5 below. In the
event that BSCH has not exercised the put option once such term has elapsed,
ENDESA shall be duly released from any obligations.


 


The notification must state
the exact date on which BSCH wishes to carry out the transfer, which shall be
within 15 working days at the latest after the date on which ENDESA receives
the notification from BSCH. If ENDESA should be in arrears due to default in
payment of any amount derived from the Price for Exercise, it shall be bound to
pay BSCH delayed payment interest at the rate resulting from adding half a
point (0.5) to the interest rate that would be applicable, pursuant to that
agreed above. Such rate shall be applicable on the unpaid amounts, the interest
shall be accrued by calendar days and shall be capitalized on a weekly basis
until the date of reimbursement of the interest to BSCH, pursuant to that
stipulated in article 317 of the Commercial Code.


 


2.2.4. - Price for
exercise or sale price.  The price that ENDESA must pay BSCH for
exercising the put option shall be the amount obtained from applying that
stipulated in section 2.1.4 above (“Price for Exercise”).


 


2.2.5. - Early
exercise of the put option.  Notwithstanding that stated in the
previous section, BSCH may exercise the put option in advance, at any time, in
the event that one of any of the following cases of acceleration arises:


 


a)                                     In the event that ENDESA breaches any obligation or clause of this
agreement, in the case that, at the demand of BSCH, it is not duly remedied.


 


b)                                    If ENDESA no longer has a shareholding percentage in the capital of
Elettrogen S.p.A. or Newco, and which under no circumstances may be lower than
25%, which would imply that it would no longer be in the position of a
strategic or reference partner.


 


Should the previous circumstance arise, BSCH
shall be entitled to sell all the Shares that the latter owns to ENDESA and the
latter shall irrevocably be bound to purchase and acquire such Shares, at the
sales price defined in section 2.2.4 above.


 


2.3                                                                               COMMON ASPECTS OF THE PUT
AND CALL OPTION


 


2.3.1.-Possibility to purchase the shares by another or
other companies


 


At the time that ENDESA states its intention
to exercise the call option, in accordance with that set forth in section
2.1.3., it may notify BSCH of a third institution to which BSCH must transfer
the Shares, object of the option. This notification must at all times be made
in the same notice stating that the option will be exercised in order to be
callable for BSCH. Otherwise, if BSCH exercises the put option, ENDESA may,
within 10 working days after receiving such notice, appoint a third institution
to which BSCH must transfer the Shares, object of the option. When this term
has elapsed, ENDESA’s right to make such appointment shall be deemed as duly
terminated.


 


The appointment of a third institution to
acquire the Shares shall not suspend the term granted by BSCH to authorize the
Share transfer agreement.


 


4

















 


In all cases, ENDESA shall be jointly and
severally liable for the fulfillment of all the obligations set forth in this
agreement, in particular, those related to payment, regarding the third
acquiring party.


 


2.3.2.- Exercising one option and termination of the other: Fully
exercising the put or call option by ENDESA or BSCH, respectively, shall
terminate the option of the other party; both parties being bound to fulfill
their rights and obligations with respect to the option exercised. If the call
option is partially exercised, the termination of the put option shall solely
and exclusively be related to the number of Shares acquired by exercising such partial
call option.


 


2.3.3.-Remedy of any encumbrance:  The
Shares, object of the put or call option, shall be transferred by BSCH, free of
all liens and encumbrances, and BSCH shall be responsible for the remedy of any
encumbrance on the Shares in accordance with law.


 


2.3.4.-Extension  The options granted in this agreement expressly
include any security that could substitute or be related to the Shares in the
event of a merger, winding-up, capital increase or decrease that leads to the
substitution of the current shares in circulation, redemption, conversion,
spin-off or any other similar circumstance.


 


2.3.5.-Decrease in price  If, during the valid term
of this agreement, amounts for dividends or interim dividends are allotted,
capital reductions are carried out, returning the contributions, or in any
other manner, if “Elettrogen, S.p.A.” or Newco effectively remunerates the
shareholders, the following steps shall be taken:


 


a)              On the date of the actual payment by BSCH of the
aforementioned amounts, a payment will take place, which will include the
amount of the Shares that were subscribed and paid-up at the appropriate time
by BSCH, in addition to the interest accrued by that date related to such
payment, in accordance with that set forth in section 2.1.4 above.


 


b)             The amount corresponding to the amounts actually
paid by BSCH, i.e. once the withholding, taxes and encumbrances currently
applicable on the date of the payment of such amounts to BSCH have been
deducted will be deducted from the amount resulting from the calculation
mentioned in the previous point.


 


5

















 


c)              The final amount, once the deduction referred to in
the previous point has been carried out, will continue to accrue the relevant
interest, in accordance with that set forth in section 2.1.4 of this agreement.


 


d)             If reductions in capital are carried out, returning
contributions to the shareholders, ENDESA shall be irrevocably bound to pay the
accrued interest related to the returned contributions to BSCH, counted from
the date of subscription and payment of the Shares until the date they are
actually paid to BSCH, and this must take place in accordance with the interest
calculation referred to in section 2.1.4 of this agreement. The amount of
interest thus accrued in favor of BSCH shall be added to the Exercise Price of
the remaining Shares that will still be held by BSCH.


 


THREE.                                  OBLIGATIONS
AND AUTHORIZING PARTIES


 


3.1. For the term
that the options are valid, BSCH will be bound not to create any liens,
charges, limitations on disposal or encumbrances of any kind on the Shares, and
not to dispose of the Shares without the prior consent of ENDESA.


 


3.2. Exercising
the political and economic rights of the Shares shall be held, in all cases, by
BSCH until the Put or Call Option referred to in this agreement has been fully
exercised.


 


3.3. Given that as
of today’s date, the subscription and payment of the Shares has not taken place
and, as a result, the agreements and obligations undertaken on the Shares under
this agreement depend on their final subscription and payment, the parties
undertake that on the date such subscription takes place they will sign a
document that will be attached as a schedule to this agreement and that will
include the date, number, par  value,
subscription price and any other circumstances related to the Shares, and any
costs related to such document shall be at the expense of ENDESA.


 


FOUR.                                    PERFORMANCE
OF THE PURCHASE


 


Once the exercise
of each put or call option has been notified, the parties undertake to carry
out the transfer of the Shares on the date stipulated in the notice, by virtue
of which BSCH shall sell the Shares to ENDESA and BSCH shall receive the Price
of the sale from ENDESA at the same time.


 


For such purpose,
the parties undertake to carry out whatever steps may be required to perform
such purchase.


 


All costs
resulting from authorizing the purchase agreement shall be at the expense of
ENDESA.


 


The formalities
for such transaction shall be carried out by a Spanish or Italian Commissioner
of Oaths appointed by ENDESA.


 


FIVE.                                      TERM


 


This term of this
agreement shall be from the date of subscription and payment of the Shares
until the date on which the formalities for the transfer of the Shares have
been carried out at the time of exercising the options. Once the options have
been exercised, as set forth in sections 2.1.3 and 2.2.3 of this agreement,
without such transfer having taken place, this agreement shall be deemed null
and void.


 


6

















 


For the purpose of
calculating the terms set forth in this agreement, if the expiration date of
any of the terms is a non-working day, it shall be deemed that such term shall
expire on the following working day.


 


SIX.                                        NOTICES


 


The addresses for
the purpose of notification between the parties referred to in this agreement
are expressly agreed and listed below, unless any changes occur, which must be
notified to the other party in writing at least 15 days prior to such change
taking place.


 


ENDESA


For the attention
of Mr. Antonio Redondo Cuesta


Address: Príncipe
de Vergara 187 Madrid


Tel: 91 213 00 00


 


BSCH


For the attention
of Mr. Javier Laborda Fuerte


Address: Plaza de
Canalejas no. 1


Tel: 91 558 11 11


 


SEVEN.                                  REPRESENTATIONS
AND GUARANTEES


 


As an essential
part of this agreement, the parties represent and guarantee that:


 


(i)             They hold full capacity and have granted the
appropriate authority in the suitable manner to sign and fulfill this agreement
and the clauses thereof in the same terms, and that once signed, undertake a
valid and binding obligation thereto, which shall be fully enforceable against
them, and there shall be no impediment whatsoever for the judgments by the
Courts not to be acknowledged and enforced, which they shall be subject to by
virtue of Clause Eleven of this agreement.


 


(ii)          Signing this agreement and the fulfillment of the
obligations therein shall not imply any infringement of any provision in its
By-laws or any corporate agreement, or the breach of any other agreement or
contract with third parties, or of any order, decree, public or private legal
rule or judgment by any Court or Tribunal or Public Authorities to which the
parties are subject or with respect to which they may be bound due to the
authorization, fulfillment or performance of this agreement. The representation
made hereby shall be deemed as duly valid and in force during the whole term of
this agreement.


 


EIGHT.                                   INDEMNITY


 


The parties
reciprocally undertake to hold each other fully harmless for any loss, breach,
claim or expense that could arise due to failure to fulfill any commitment or
obligation undertaken in this agreement or that may arise due to any false or
inaccurate representation or guarantee.


 


NINE.                                     NON-DISCLOSURE


 


The contents of
this agreement and any information that the parties may become aware of by


 


7

















 


virtue of that
stated herein, shall be deemed as strictly confidential and may not be revealed
in any manner to third parties without the prior written consent of the
parties.


 


The non-disclosure
obligation set forth in this clause may not be claimed with respect to
information that:


 


a.-           Is provided by the Parties to their advisors,
attorneys, auditors or consultants, who however shall be notified of the
confidential nature of the information.


 


b.-          Is already held, or has been revealed by other means
to the party who receives it;


 


c.-           Is public, or has been made public;


 


d.-          Must be revealed based on an order, mandate, legal
proceedings or an injunction made by a government or legal authority or any
other kind of authority, in particular, with respect to the stock market.


 


TEN.                                       COSTS
AND EXPENSES 


 


The costs related
to granting and authorizing this agreement by a Commissioner of Oaths, in addition
to those incurred due to exercising the put and call options, as appropriate,
or any other costs incurred by or resulting from the fulfillment of the
commitments undertaken by the parties to this agreement, shall be at the
expense of ENDESA.


 


If, in accordance
with the applicable tax regulations, ENDESA is obliged to deduct or withhold
any kind of tax or encumbrance or if BSCH is obliged to pay any tax related to
the payments made by virtue of this agreement, with the exception of income
tax, ENDESA must pay BSCH any additional amounts that may be required to make
the net amount that ENDESA receives equivalent to the amount that it would have
received had such payment not been subject to any deductions, payments or
withholding, unless such deduction, payment or withholding may be recovered by
BSCH, in which case, once such deduction, payment or withholding is effectively
recovered, BSCH shall be bound to return the amounts effectively returned.


 


ELEVEN.                               ASSIGNMENT


 


In accordance with
that set forth in the Agreement referred to in Recital One, ENDESA is aware of
and expressly accepts the possibility that BSCH may partly or fully assign its
rights in this agreement, with the exception of the ownership of the Shares, in
favor of other financial institutions located in the European Union, with the
prior agreement of ENDESA, whose consent may not be refused without just cause
and without this affecting the term and other conditions related to exercising
the rights referred to in this document.


 


Should the aforementioned
assignment actually take place, the institutions that, when appropriate,
guarantee BSCH for the commitments undertaken by ENDESA in this agreement,
shall be entitled to acquire the Shares, with no restriction whatsoever, if
ENDESA fails to fulfill its purchase obligation set forth in section 2.2 above,
and, as a result, being subrogated in the contractual position of BSCH in this
agreement.


 


The rights and
obligations referred to in this document may be freely transferred by ENDESA to
any of its fully owned companies by means of written notification to BSCH
within a minimum of seven (7) days and ENDESA shall continue to grant the joint
and several guarantee for the fulfillment of all the obligations related to
this agreement, in particular, with respect to payment.


 


8

















 


TWELVE.                              JURISDICTION


 


This agreement is
deemed to be of a commercial nature and shall firstly be governed by the
Clauses contained herein and, for all that is not stipulated therein, the
contracting parties shall refer to abide by the provisions of the Commercial
Code and any additional provisions, regarding normal Spanish commercial uses
and habits and otherwise that set forth in the Civil Code.


 


The parties agree
that any doubt or dispute regarding the application or interpretation of this
agreement shall be settled in good faith, by submitting them to the joint
decision of the executive management of both companies, respectively.


 


In the event that
an agreement cannot be reached by means of that stated in the previous
paragraph, the parties agree that the dispute shall be settled by legal
arbitration entrusted to the Civil and Commercial Court of Arbitration (CIMA)
of Madrid, pursuant to its By-laws. The decision must be adopted within six (6)
months after the arbitrator accepts his/her appointment. The parties undertake
to faithfully and promptly fulfill the decision adopted by such arbitrator.


 


THIRTEEN.                           PUBLIC
DEED


 


This agreement
shall be authorized in a public deed or by another authorized public document
at the request of either of the parties, including any clauses that may be
necessary to provide it with the power of enforcement, when appropriate, and
all the expenses, rights and taxes that may be accrued by virtue of such authorization
shall be at the expense of ENDESA, and the requested party shall be bound to
authorize the relevant document within five working days after the receipt of
such request. In the case of BSCH, such request and subsequent obligation by
ENDESA to authorize this agreement in a public deed may only be carried out
when ENDESA has undergone substantial losses in its equity or when the
company’s solvency level has significantly decreased.


 


In witness whereof, regarding all the
foregoing, the contracting parties have read this agreement, accept, ratify and
sign it in two copies, which the parties state they have received in this
procedure, in the place and on the date stated ut supra.


 


 


	
  [Illegible Signature]

  	
  [Illegible Signature]

  
	
  pp

  	
  pp

  
	
  ENDESA, S.A.

  	
  BANCO SANTANDER

  
	
   

  	
  CENTRAL HISPANO, S.A.

  



 


 


9

















 


SCHEDULE TO THE PUT AND
CALL OPTION AGREEMENT BETWEEN ENDESA, S.A AND BANCO SANTANDER CENTRAL HISPANO,
S.A., IN MADRID, ON JUNE 13, 2001.


 


In Rome, on September 20, 2001.


 


BY AND BETWEEN


 


On the one side, Mr. Jesús Olmos Clavijo, of
legal age, married, with address at, Principe de Vergara number 187, Madrid.


 


On the other side, Mr. José Manuel Arroyo
Botija, of legal age, with address at, Plaza de Canalejas number 1, Madrid.


 


ACTING


 


Mr. Jesús Olmos Clavijo, in his position as
attorney-in-fact and in the name and on behalf of the company ENDESA, S.A.
(hereinafter referred to as “ENDESA”), with registered offices at, Principe de
Vergara number 187, Madrid, a company duly incorporated and recorded in the
Companies Registry of Madrid, with Tax Identification Code number A-28023430.
He acts hereby by virtue of the power of attorney deed authorized by the Notary
Public of Madrid, Mr. Santiago Rubio Liniers, on July 31, 2000, with number
1792 of his records, duly recorded in the Companies Registry of Madrid.


 


Mr. José Manuel Arrojo Botija, in his
position as attorney-in-fact and in the name and on behalf of the company BANCO
SANTANDER CENTRAL HISPANO, S.A. (hereinafter referred to as “BSCH”), with
registered offices at Paseo de Pereda 9-12, Santander, a company duly
incorporated and recorded in the Companies Registry of Cantabria, with Tax
Identification Code number A-39000013. He acts hereby by virtue of the power of
attorney deed authorized by the Notary Public of Santander, Mr. José María
Prada Diez, on February 26, 1999, with number 643 of his records, duly
recorded in the Companies Registry of Cantabria.


 


In the positions in which they act, the
parties acknowledge that they hold sufficient legal capacity to enter into this
Schedule to the Put and Call Option Agreement stated ut supra, and as recitals
set forth the following:


 


WITNESSETH


 


1.-     Whereas, by virtue of the agreement
stated ut supra, ENDESA and BSCH agreed to undertake a Put and Call Option
Agreement regarding each and all of the shares that BSCH holds (hereinafter
referred to as the “Shares”), whether directly or indirectly, in the company
Elettrogen, S.p.A.. The parties are aware of the contents and conditions thereof
and thus they need not be repeated hereby.


 


II. -    Whereas, it was agreed upon in section
3.3. of Clause Three of the aforementioned agreement that on the date the
Shares, object of the Put and Call Option, were fully subscribed and paid up,
the date of acquisition, the number of the shares to be assigned, their par
value, the price for subscription and any other matters related to the Shares,
would be put in writing by means of this Schedule to the Agreement.


 


10

















 


III.-  Whereas, in view of the fact that the
circumstance stipulated in the previous Recital has taken place by means of the
purchase by BSCH of the shares in the company Endesa Holding Italia, S.R.L.,
the full owner of the shares in “Endesa Italia, s.r.l.”, which, in turn, is the
owner of all the shares in “Elettrogen S.p.A.”, and for the purpose of
documenting and recording the aforementioned subscription and payment of the
Shares, as well as to remedy the error present in the formula set forth in
section 2.1.4 of Clause Two of the Agreement, both parties carry out the
formalities for this Schedule to such Agreement, which shall be subject to the
following:


 


CLAUSES


 


ONE. - The parties
acting hereby state that the Shares, which have been fully subscribed and paid
up by BSCH under the Put and Call Option Agreement stipulated above, are those
described below:


 


DATE FOR
SUBSCRIPTION AND PAYMENT:


 


4,000
Shares: Subscribed and paid up at the time of incorporation
of the company, authorized by the Notary Public of Milan, Mr. Stefano Rampolla,
on September 14, 2001.


 


280,320,000
Shares: Subscribed and paid up on September 19, 2001,
by virtue of a resolution adopted at the General Shareholders’ Meeting, held on
September 17, 2001, to increase the capital, the formalities of which were
authorized by the Notary Public of Milan, Mr. Zabban.


 


In order to determine the price stipulated
in section 2.1.4. of the Agreement, to which this document is a schedule, to
exercise the Put and Call Option, it is deemed that the subscription of each of
the Shares, for the purpose of determining the Initial Price, shall be the
result of dividing the total purchase price (876,004,000 Euros) by the total
number of shares to be acquired (280,324,000), and the date for subscription
and payment shall be deemed to be the September 19, 2001.


 


THE ISSUING INSTITUTION:


 


Endesa
Holding Italia S.R.L. is a company that was incorporated on
September 14, 2001, by the Notary Public of Milan, Mr. Stefano Rampolla,
with number 1332 of his records, with registered offices at Largo Donegani
number 2, in Milan (Italy) and Tax Identification Code number 03251970962. It
is recorded in the Companies Registry of Milan with number 1660882.


 


NUMBER OF SHARES TO BE ACQUIRED:


 


280,324,000
Shares, duly recorded in the Shareholders’ Register Book
of the issuing institution.


 


PAR VALUE:


 


1 Euro per Share for the first 4,000 shares
subscribed and 1 Euro plus an issue premium of 2.125 Euros for the remaining
280,320,000 Shares.


 


TOTAL PURCHASE PRICE:


 


876,004,000
Euros.


 


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TWO. - Likewise, at
the time of signing this Schedule, ENDESA and BSCH agree to remedy the error
made when drawing up the formula set forth in section 2.1.4. - Price for
Exercise  of the Agreement stated ut supra. The following
formula shall be applicable hereinafter:


 


 


	
   

  	
  t=n

  
	
  Initial Price x  

  	
   

  	
  (1+it)  

  
	
   

  	
  t=1

  



 


 


In which the following items shall mean:


 


Initial
Price: This is the balance obtained from multiplying the
subscription price of each of the Shares, which have been subscribed by BSCH,
by the number of Shares that BSCH may transfer from time to time.


 


n: This
means each of the annual periods or parts of the year that have elapsed since
the date on which the Shares were paid up by BSCH until the date on which
ENDESA acquires the Shares, by means of exercising the Put or Call Option.


 


it:
[Euriborn + Margin]x D/360n


 


Both the definition of the Euribor interest
rate, the applicable margin and other covenants set forth in section 2.1.4. of
Clause Two of the Agreement stated ut supra, shall remain the same.


 


Therefore, such section shall only be
modified to the extent stated above, to take effect from the date on which the
formalities of the Agreement, to which this document is a Schedule, are authorized.


 


THREE. - This document
shall be deemed an integral part of the Put and Call Option Agreement stated
above, the contents of which are ratified by the parties acting hereby. All the
terms and conditions thereof shall remain fully in force, with no modifications
whatsoever, except those made by virtue of this document, which do not imply a
modifying novation or termination of such agreement.


 


FOUR. - Any
costs incurred due to this document shall be at the expense of ENDESA.


 


In witness whereof, the parties hereby sign
this Schedule in two copies, which they declare to have received in this
procedure, in the place and on the date stated ut supra.


 


 


	
  ENDESA, S.A.

  	
  BANCO SANTANDER

  
	
  By the Attorney-in-fact

  	
  CENTRAL HISPANO, S.A.

  
	
   

  	
  By the attorney-in-fact

  
	
   

  	
   

  
	
  [illegible signature]

  	
  [illegible signature]

  
	
   

  	
   

  
	
  Mr. Jesús Olmos Clavijo

  	
  Mr. José Manuel Arrojo Botija

  



 


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