Exhibit 10.7


[MERRILL LYNCH LOGO]

Global Markets & Investment Banking Group


Banco Santander Central Hispano, S.A.

For the attention of Mr. Jose Antonio Alvarez and Mr. Jose Antonio Soler

Ciudad Grupo Santander

28660 Boadilla del Monte

Madrid
 Spain


27
May 2007


Dear Sirs


Ref:            ABN AMRO Holding N.V.
- Standby Underwriting Commitment in favour of Santander


1.             We are writing in
connection with the proposed participation of Banco Santander Central Hispano,
S.A. (Santander)  in a consortium comprising Santander, Fortis
SA/NV and Fortis N.V. and The Royal Bank of Scotland Group plc (together, the Banks) formed for the sole purpose of acquiring
the entire issued and to be issued share capital of ABN AMRO Holding N.V. (ABN AMRO)  (the Proposed Acquisition)  on terms to be agreed by the Banks. In
order to finance in part Santander’s participation in the Proposed Acquisition,
Santander is contemplating effecting an equity offering to raise up to
EUR10,000,000,000 (the Financing
Amount).  The
aggregate amount to be raised by Santander through the Rights Issue (as defined
below) shall be determined by Santander in its sole discretion (and, for the
avoidance of doubt, could be EURO (zero)) but the aggregate amount raised by
Santander through the Rights Issue and through issuances of Relevant Securities
(as such term is defined in the standby underwriting letter between Santander
and Merrill Lynch International (MLI)  and
dated the date hereof (a copy of which is attached hereto)) and underwritten by
MLI will not exceed EUR10,000,000,000.


2.             On the basis of and
subject to the terms of this letter, MLI hereby undertakes to underwrite the
Rights Issue (as defined below) to raise an amount not exceeding
EUR10,000,000,000 solely for the purposes of financing in part Santander’s
participation in the Proposed Acquisition, and Santander undertakes to effect
such equity offering, at such price as shall be determined by Santander and MLI
pursuant to paragraph 9 below.


3.             Santander hereby
irrevocably undertakes:


(a)                     
if the condition set out in paragraph 4 is fulfilled, to raise the Financing
Amount by way of an issue of new Santander shares (New Santander Shares)  to Santander’s existing shareholders by
way of a rights issue (which, for the avoidance of doubt, includes any
associated rump offering) structured in accordance with applicable Spanish
corporate law and involving MLI (the Rights Issue);


(b)                    to
take any and all actions which are necessary for such Rights Issue including,
without limitation;


 


 

















 


 


(i)                       preparing
and submitting to any applicable stock exchange or exchanges or other
regulatory authority or authorities in such jurisdictions, if any, which may be
agreed by Santander and MLI at the time of the Rights Issue based on
Santander’s shareholding structure, a  prospectus
(and, if applicable, a registration statement) and/or other documents
(including but not limited to  public notices) and obtaining any
necessary approvals and consents that may be required in connection with the
Rights Issue under any applicable law or regulation in such jurisdictions;


(ii)                    providing MLI
and its advisers with all documentation, data and other information as MLI may
reasonably request in connection with customary due diligence to be performed
for the purposes of the Rights Issue (which, for the avoidance of doubt, shall
include the obligation to procure, where reasonably practicable, all necessary
assistance from ABN AMRO, and where necessary, other members of the ABN AMRO
Group (as defined in paragraph 18 below), in each case, in connection
therewith) and, upon reasonable notice and at reasonable times, reasonable
access to its (and, where practicable and as applicable, ABN AMRO, and where
necessary, other members of the ABN AMRO Group officers, employees, auditors,
legal counsel, properties, offices, plants and other facilities;


(iii)                 as soon as
reasonably practicable following the approval by Santander’s board of directors
of the making of a formal offer, together with the Banks, for the entire issued
and to be issued share capital of ABN AMRO (the ABN AMRO Offer), to convene an extraordinary general
meeting of Santander at which the issue of such number of New Santander Shares
as is necessary to raise the Financing Amount at the price determined in
accordance with paragraph 9, shall be submitted for approval by shareholders;
and


(iv)                to instruct
Santander’s (and, to the extent practicable and necessary, ABN AMRO’s, and
where necessary, other members of the ABN AMRO Group’s) auditors in relation to
the accounting work to be undertaken (including the provision of comfort
letters and, as applicable, opinions customarily given by auditors and/or
reporting accountants, as the case may be) in connection with rights issues.


4.             The obligations of
MLI to underwrite a Rights Issue are conditional upon the Banks making a formal
offer for the entire issued and to be issued share capital of ABN AMRO by no
later than 30 September 2007.


5.             If the condition
set out in paragraph 4 is not fulfilled, MLI’s obligation to underwrite a
Rights Issue shall terminate and no party to this letter shall have any claim
against any other party to this letter for costs, damages, compensation or
otherwise except that:


(a)                     such
termination shall be without prejudice to any accrued rights or obligations
under the terms of this letter; and


(b)                    Santander
shall pay the commissions, fees and expenses specified in the Side Letter (as
defined below).


 


 


 


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6.             MLI shall be
entitled, in its absolute discretion and upon such terms as it thinks fit, to
extend the time provided for fulfilment of such condition in respect of all or
any part of the performance thereof.


7.             If the condition
set out in paragraph 4  is not
fulfilled by 30 September 2007 (or following the granting of any extension by
MLI pursuant to paragraph 6, the new date for fulfilment of such condition),
the obligations of MLI to underwrite a Rights Issue shall terminate (without
prejudice to paragraph 12 below) and Santander shall have no claim against MLI
for costs, damages, compensation or otherwise that arise in connection
therewith.


8.             If the ABN AMRO
Offer lapses or expires, or if the Banks announce that the ABN AMRO Offer will
not be made or has been terminated, or if all of the conditions to the ABN AMRO
Offer are not satisfied or waived by 31 December 2007, this letter and the
undertakings in it shall automatically terminate.


9.             Santander
and MLI acknowledge and agree that the issue price of the New Santander Shares
proposed to be issued in connection with the Rights Issue will be determined by
Santander and MLI at the time the Rights Issue is launched, acting reasonably
and in good faith and taking account of, amongst other things, the results of
MLI’s due diligence exercise, investor feedback, the then prevailing market
conditions, the applicable Spanish company law requirements, the listing rules
of Bolsa de Madrid (and, where relevant, of the New York Stock Exchange and all
other stock exchanges on which Santander’s shares are listed), the market price
of a Santander share on Bolsa de Madrid immediately prior to launch, and
customary discounts to market price, but Santander and MLI also acknowledge
that any such issue price must equal or exceed EUR0.50 being the nominal value
of the New Santander Shares.


10.


(a)                     Santander
and MLI undertake and agree to negotiate reasonably and in good faith the terms
and conditions of an underwriting agreement to be entered into by the parties
in connection with the Rights Issue (the Underwriting Agreement).  The parties agree that the terms and
conditions of the Underwriting Agreement will be customary for international
rights issues, including, for example, the inclusion of an obligation for
Santander to prepare a prospectus in compliance with the Spanish legal
requirements and meeting international disclosure standards (and, if
applicable, a registration statement), the provision of customary
representations and warranties by Santander, the provision of comfort letters
from Santander’s (and, if practicable and as applicable, ABN AMRO’s) auditors
in respect of any financial statements of Santander and any member of the ABN
AMRO Group forming part of any prospectus (or, if applicable, any registration
statement), the provision of customary opinions and disclosure letters from
Santander’s legal counsel and, where practicable, ABN AMRO’s legal counsel, the
provision of customary indemnities by Santander in favour of MLI and any other
banks which may be party to that Underwriting Agreement, the obtaining of
irrevocable undertakings, customary conditions and termination provisions and
customary force majeure provisions. In addition, the parties agree that the
Underwriting Agreement will, if necessary, contain provisions to ensure that a
Change of Control (as defined in paragraph 18 below) does not occur or a breach
of the relevant legal or regulatory restrictions relating to a Change of
Control does not occur. For the avoidance of doubt, the term “customary” when
used in this paragraph 10 shall mean customary (a) for rights issues involving
a


 


 


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distribution of securities into the United States, and
(b) at the time the relevant Underwriting Agreement is entered into, and (c)
for global investment banks of international repute.


(b)                    Any
termination of the Underwriting Agreement shall be without prejudice to MLI’s
undertaking to underwrite an equity offering by Santander to raise an amount
not exceeding EUR10,000,000,000 pursuant to paragraph 2. In the event of any
such termination, Santander and MLI undertake and agree to negotiate reasonably
and in good faith the terms and conditions of a new Underwriting Agreement on
the basis set out in paragraph 10(a) but always subject to the term stated in
paragraph 8.


11.           If Santander
reasonably believes that MLI:


(a)                     is
not acting reasonably and in good faith or in accordance with paragraph 9 above
in relation to the setting of the issue price of the New Santander Shares
proposed to be issued in connection with the Rights Issue; and/or


(b)                    is
not negotiating reasonably and in good faith the terms and conditions of the
Underwriting Agreement in accordance with paragraph 10 above,


Santander will notify MLI in writing of its belief and, if within 48
hours after receipt thereof by MLI, there has not been reasonable and good
faith action taken by MLI to agree an issue price for the New Santander Shares
that is more acceptable to Santander, Santander may then seek to agree a higher
issue price (the Third
Party Issue Price)  and/or
terms and conditions more favourable than those being offered by MLI (the Third Party Terms),  with a third party or third parties. If
Santander is successful, it will notify MLI of that Third Party Issue Price
and/or those Third Party Terms. If, within 48 hours from receipt of such
notice, MLI has not confirmed in writing its agreement to manage and underwrite
the Rights Issue at that Third Party Issue Price and/or to enter into the
Underwriting Agreement on terms no less favourable to Santander than the Third
Party Terms, then Santander’s undertakings contained in paragraphs 3(a) and (b)
shall cease to apply and MLI will cease to have any obligations under this
letter.


12.           In consideration of
MLI entering into this letter and the letter of even date herewith (the Side Letter),  Santander agrees to pay to MLI certain
fees as more particularly set out in the Side Letter.


13.           In addition to the
fees payable pursuant to paragraph 12 above, Santander agrees to pay (or
procure that the same is paid) to MLI certain commissions as more particularly
set out in the Underwriting Agreement (reflecting the terms of the Side
Letter).


14.           Santander
acknowledges and agrees that (a) MLI may arrange for the offer of New Santander
Shares pursuant to the Rights Issue in the United States pursuant to a
registration statement, pursuant to Rule 801 of the U.S. Securities Act of
1933, as amended (the Securities
Act)  or on a
private placement basis to persons reasonably believed to be qualified
institutional buyers (within the meaning of Rule 144A of the Securities Act),
and (b) New Santander Shares offered outside the United States pursuant to the
Rights Issue will be offered in reliance on Regulation S under the Securities
Act.


15.           No variation of the
terms of this letter shall be effective unless in writing and signed by or on
behalf of the parties.


 


 


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16.           A person who is not
party to this letter has no rights under the Contracts (Rights of Third
Parties) Act 1999.


17.           Without prejudice to
MLI’s obligations to underwrite a Rights Issue, if the allotment, issue or
delivery of New Santander Shares pursuant to the Underwriting Agreement or the
performance by MLI of its obligations under the Underwriting Agreement would
give rise to a  Change of Control,
MLI will give written notice to Santander, and MLI and Santander will consult
together and take all such steps as are necessary to ensure that a Change of
Control does not occur or a breach of the relevant legal or regulatory
restrictions relating to a Change of Control does not occur or that the
relevant legal and/or regulatory restrictions relating to a Change of Control
are complied with (or otherwise not breached). Unless the parties agree
otherwise, to the extent that the issue or delivery of New Santander Shares
pursuant to the Underwriting Agreement or the performance by MLI of its
obligations under the Underwriting Agreement would give rise to a Change of
Control or result in a breach of the relevant legal and/or regulatory
restrictions relating to a Change of Control, the allotment, issue and delivery
of such New Santander Shares to MLI will be delayed until such time or times as
may be requested by MLI. No such delay in the allotment, issue and delivery of
New Santander Shares will delay the due date for payment to Santander for such
New Santander Shares. Santander agrees to issue the number of New Santander
Shares requested by MLI within three trading days of each such request and, if
a dividend or other distribution is paid or made in respect of any New
Santander Shares that are issued, to pay or distribute an equivalent amount to
MLI in respect of each New Santander Share that would have been issued but for
a delay in its issue due to this paragraph.


18.           For the purposes of
this letter:


(a)                     ABN AMRO Group  means ABN
AMRO and its subsidiary undertakings; and


(b)                    Change of Control  means any circumstances arising pursuant
to which MLI acquires control of, or a controlling interest or qualified
participation in, Santander, as such terms are defined under applicable Spanish
law or by any analogous provision of foreign law or regulation.


19.           Nothing in this
letter or the Side Letter prevents Santander (or any directly or indirectly
owned entity of Santander) from issuing:


(a)                     securities
(whether equity, debt or otherwise) for the purpose of raising funds which are
not used to finance or refinance the Proposed Acquisition; or


(b)                    convertible
securities convertible into new Santander shares which are marketed solely in
the Spanish and/or Portuguese domestic market(s); or


(c)                     Rights
Issue and/or Relevant Securities for the purpose of financing the Proposed
Acquisition but underwritten by entity/entities different from MLI appointed by
Santander at its sole discretion for a portion of the combined offerings of
equity and Relevant Securities, with the other portion of the combined equity
and Relevant Securities offerings being underwritten by Merrill Lynch in terms
consistent with the terms of the Side Letter.


20.           This letter is
confidential and is not to be disclosed by either party to nor relied on by any
other person, except that each party may disclose a copy to its advisers and,
in the case of


 


 


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Santander, to ABN AMRO and its advisers on a non-reliance basis, on the
condition that ABN AMRO agrees to keep the existence and contents of this
letter confidential. If either party is asked by the relevant regulatory
authority in the Netherlands to disclose this letter to them, the relevant
party may do so subject to obtaining the other party’s prior written consent.


21.           This letter may be
entered into in any number of counterparts and by the parties to it on separate
counterparts each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same instrument.


22.           This letter shall be
governed by and construed in accordance with English law and the parties submit
to the exclusive jurisdiction of the English Courts in relation to matters
relating to this letter.


23.           Santander shall at
all times maintain an agent for service of process and any other documents and
proceedings in England or any other proceedings in connection with this letter
and the Side Letter. Such agent shall be Banco Santander Central Hispano, S.A.,
London Branch of Banco Santander House, 100 Ludgate Hill, London EC4M 7NJ
United Kingdom, and any claim form, judgment or other notice of legal process
shall be sufficiently served on Santander if delivered to such agent at its
address for the time being. If such process agent ceases to be able to act,
Santander irrevocably undertakes to appoint another such agent with an address
in England and advise MLI of such change. If Santander fails to appoint another
agent within 14 days, MLI shall be entitled to appoint one on Santander’s
behalf and at Santander’s expense.


24.           Please confirm your
agreement with the terms of this letter by signing, dating and returning the
enclosed copy of this letter to H James O’Neil at MLI (fax no.: + 44 20 7995-
0662).


Yours faithfully,


 


	
  For and on behalf of

  Merrill Lynch International

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ Richard
  Slimmon

  	
   

  	
   

  
	
  Name:

  	
  RICHARD SLIMMON

  	
   

  
	
  Title:

  	
  MANAGING DIRECTOR

  	
   

  
				



 


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  Accepted and Agreed.

  	
   

  
	
   

  	
   

  
	
   For and on
  behalf of

  Banco Santander Central Hispano, S.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ J.A.
  Álvarez

  	
   

  	
   

  
	
  Name:

  	
  J.A. Álvarez

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
  Date:

  	
  14/5/07

  	
   

  
				



 


 


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[MERRILL LYNCH LOGO]

Global Markets & Investment Banking Group


Banco Santander Central Hispano, S.A.

For the attention of Mr. Jose Antonio Alvarez and Mr. Jose Antonio
Soler

Ciudad Grupo Santander

28660 Boadilla del Monte

Madrid

Spain


27 May 2007


Dear Sirs


Re:                ABN AMRO Holding
N.V. - Standby Underwriting Commitment in favour of Santander


1.             We are writing in
connection with the proposed participation of Banco Santander Central Hispano,
S.A. (Santander)  in a consortium comprising Santander, The
Royal Bank of Scotland Group plc, Fortis SA/NV and Fortis N.V. (together, the Banks)  formed for the sole purpose of acquiring
the entire issued and to be issued share capital of ABN AMRO Holding N.V. (ABN AMRO)  (the Proposed Acquisition)  on terms to be agreed by the Banks. In
order to finance in part Santander’s participation in the Proposed Acquisition,
Santander is contemplating effecting (and/or procuring that one or more of its
directly or indirectly owned entities effects) one or more issuances of
Relevant Securities (as defined below) to raise up to EUR 10,000,000,000 (the Financing Amount). The aggregate amount to be raised by
Santander (and/or by one or more directly or indirectly owned entities of
Santander) through any issuance of Relevant Securities shall be determined by
Santander in its sole discretion (and, for the avoidance of doubt, could be
EURO (zero)) but the aggregate amount raised by Santander through all issuances
of Relevant Securities and through the Rights Issue (as such term is defined in
the standby equity underwriting letter between Santander and Merrill Lynch
International (MLI)  and dated the date hereof (a copy of
which is attached hereto)) and underwritten by MLI will not exceed EUR
10,000,000,000.


2.             On the basis of and
subject to the terms of this letter, MLI hereby undertakes to underwrite one or
more issues of Relevant Securities by Santander (and/or by one or more directly
or indirectly owned entities of Santander, provided that any issue of Relevant
Securities by any such entity is fully and unconditionally guaranteed on a
senior basis by Santander) to raise an amount not exceeding EUR 10,000,000,000
in aggregate solely for the purposes of financing Santander’s participation in
the Proposed Acquisition, and Santander undertakes to effect (and/or procure
that one or more of its directly or indirectly owned entities effects) such
issues of Relevant Securities.


3.             Santander hereby
irrevocably undertakes:


(a)                     if
the condition set out in paragraph 4 is fulfilled, to raise the Financing
Amount through (and/or to procure that one or more of its directly or
indirectly owned entities raises the Financing Amount through) one or more
issues of mandatory convertible securities convertible into new Santander
shares (the Relevant
Securities);


(b)                    to
take any and all actions which are necessary for the issue of such Relevant
Securities including, without limitation;


 


 

















 


(i)                        preparing
and submitting, or procuring the preparation and submission, to any applicable
stock exchange or exchanges or other regulatory authority or authorities in
such jurisdictions, if any, which may be agreed by Santander and MLI at the
time of issue of the relevant Relevant Securities, a prospectus and/or other
documents (including but not limited to public notices) and obtaining any
necessary approvals and consents that may be required in connection with the
issue of the relevant Relevant Securities under any applicable law or
regulation in such jurisdictions;


(ii)                     providing MLI
and its advisers with all documentation, data and other information as MLI may
reasonably request in connection with customary due diligence to be performed
for the purposes of the issue of the relevant Relevant Securities (which, for
the avoidance of doubt, shall include the obligation to procure all necessary
assistance from any of Santander’s directly or indirectly owned entities which
will effect the issue of the relevant Relevant Securities and, where reasonably
practicable, ABN AMRO, and where necessary, other members of the ABN AMRO Group
(as defined in paragraph 19 below), in each case, in connection therewith) and,
upon reasonable notice and at reasonable times, reasonable access to its (and
any of Santander’s directly or indirectly owned entities, which will effect the
issue of the relevant Relevant Securities, and where practicable and as
applicable, ABN AMRO’s, and where necessary, other members of the ABN AMRO
Group’s) officers, employees, auditors, legal counsel, properties, offices and
other facilities;


(iii)                  prior to
executing the relevant Subscription Agreement(s) (as defined in paragraph
10(a)), to convene and hold:


(A)                a meeting of the
board of directors of Santander (and procure that Santander’s relevant directly
or indirectly owned entity or entities convene a meeting or meetings of its or
their boards of directors or equivalent) at which the issue of the relevant
Relevant Securities (and, if applicable, any subordinated guarantee or support
agreement provided by Santander) is authorised; and


(B)                  where relevant
and to the extent necessary, an extraordinary general meeting of Santander (and
procure that Santander’s relevant directly or indirectly owned entity or
entities convene an extraordinary general meeting or extraordinary general
meetings) at which the issue of such number of shares as is necessary in
connection with the issuance of any Relevant Securities shall be submitted for
approval by shareholders;


(iv)                 to liaise, as
reasonably requested by MLI or as otherwise may be necessary or appropriate,
with the relevant tax authorities, Standard &
Poors, Moody’s and Fitch Ibca, and the Bank of Spain in connection
with the tax, rating agency and regulatory treatment of the issue of the
relevant Relevant Securities;


(v)                    that where one
or more of Santander’s directly or indirectly owned entities will effect any
issue of Relevant Securities, Santander will fully and unconditionally
guarantee such issue on a senior basis; and


 


 


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(vi)                 to instruct
Santander’s (and its relevant directly or indirectly owned entity or entities’
and, to the extent practicable and necessary, ABN AMRO’s, and where necessary,
other members of the ABN AMRO Group’s) auditors in relation to the accounting
work to be undertaken (including the provision of comfort letters and, as
applicable, opinions customarily given by auditors and/or reporting
accountants, as the case may be) in connection with issues of the Relevant
Securities in question.


4.             The obligations of
MLI to underwrite any issue of Relevant Securities is conditional upon the
Banks making a formal offer for the entire issued and to be issued share
capital of ABN AMRO by no later than 30 September 2007.


5.             If the condition
set out in paragraph 4 is not fulfilled, MLI’s obligation to underwrite any
issue of Relevant Securities shall terminate and no party to this letter shall
have any claim against any other party to this letter for costs, damages, compensation
or otherwise except that:


(a)                     such
termination shall be without prejudice to any accrued rights or obligations
under the terms of this letter; and


(b)                    Santander
shall pay the commissions, fees and expenses specified in the Side Letter (as
defined below).


6.             MLI shall be
entitled, in its absolute discretion and upon such terms as it thinks fit, to
extend the time provided for fulfilment of such condition in respect of all or
any part of the performance thereof.


7.             If the condition
set out in paragraph 4 is not fulfilled by 30 September 2007 (or following the
granting of any extension by MLI pursuant to paragraph 6,  the new date for fulfilment of such
condition), the obligations of MLI to underwrite any issue of Relevant
Securities shall terminate (without prejudice to paragraph 12 below) and
Santander shall have no claim against MLI for costs, damages, compensation or
otherwise that arise in connection therewith.


8.             If the formal offer
by the Banks for the entire issued and to be issued share capital of ABN AMRO
(the ABN AMMO Offer)  lapses or expires, or if the Banks
announce that the ABN AMRO Offer will not be made or has been terminated, or if
all of the conditions to the ABN AMRO Offer are not satisfied or waived by 31
December 2007, this letter and the undertakings in it shall automatically
terminate.


9.             Santander and MLI
acknowledge and agree that the terms of each issue of Relevant Securities
(including, for the avoidance of doubt and without limitation, the identity of
the issuer(s), the type of securities to be issued, the issue price, the
coupon, the term, the denomination, the issue size,  the status of the relevant Relevant Securities, the
redemption terms, the negative pledge, the events of default, the covenants,
the undertakings, the call provisions (if any), the conversion price (if
relevant), the anti-dilution provisions (if relevant), the structure of the
issue and the security package (if any)) will be determined by Santander and
MLI at the time of issue of the relevant Relevant Securities and Santander and
MLI undertake and agree to (and, where it is anticipated that one or more of
Santander’s directly or indirectly owned entities will effect an issue of
Relevant Securities, Santander agrees to procure that such entity or entities,
as the case may be, will) determine those terms acting


 


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reasonably and in good faith and taking account of, amongst other
things, customary terms for issues of such securities in the European market,
the results of MLI’s due diligence exercise, investor feedback, the then
prevailing market conditions and the listing rules of the stock exchange(s) on
which the relevant issue of Relevant Securities is to be listed and/or admitted
to trading.


10.
(a)        Santander and
MLI undertake and agree to (and, where it is anticipated that one or more of
Santander’s directly or indirectly owned entities will effect an issue of
Relevant Securities, Santander agrees to procure that such entity or entities,
as the case may be, will) negotiate reasonably and in good faith the terms and
conditions of the subscription agreement to be entered into in connection with
each issue of Relevant Securities (each a Subscription Agreement). Santander and MLI agree (and, where it
is anticipated that one or more of Santander’s directly or indirectly owned
entities will effect an issue of Relevant Securities, Santander agrees to
procure that such entity or entities, as the case may be, will agree) that the
terms and conditions of any Subscription Agreement will be customary for issues
of Relevant Securities of the type proposed to be issued, including, for
example, the inclusion of an obligation for Santander to prepare a prospectus
in compliance with Directive 2003/71/EC (the Prospectus Directive) and/or the
rules of the stock exchange(s) and/or other relevant regulatory authority
responsible for regulating the market or exchange on which the relevant issue
of Relevant Securities is to be listed and or admitted to trading and meeting
customary international disclosure standards, the provision of customary
representations and warranties by Santander (and, where it is anticipated that
one or more of Santander’s directly or indirectly owned entities will effect
the issue of the relevant Relevant Securities, by such entity or entities), the
provision of comfort letters from Santander’s auditors (and, where it is
anticipated that one or more of Santander’s directly or indirectly owned
entities will effect the issue of the relevant Relevant Securities, by such
entity’s or entities’ auditors and, if practicable and as applicable ABN AMRO’s
auditors) in respect of any financial statements of Santander (or such entity
or entities and/or any member of the ABN AMRO Group) forming part of any
prospectus, the provision of customary opinions and disclosure letters from
Santander’s legal counsel (and, where it is anticipated that one or more of
Santander’s directly or indirectly owned entities will effect the issue of the
relevant Relevant Securities, by such entity’s or entities’ legal counsel) and,
where practicable, ABN AMRO’s legal counsel, the provision of customary
indemnities by Santander (and, where it is anticipated that one or more of
Santander’s directly or indirectly owned entities will effect the issue of the
relevant Relevant Securities, by such entity or entities) in favour of MLI and
any other banks which may be party to that Subscription Agreement, customary
conditions, orderly market and termination provisions and customary force
majeure provisions. In addition, the parties agree that any Subscription
Agreement will, if necessary, contain provisions to ensure that a Change of
Control (as defined in paragraph 19 below) does not occur or a breach of the
relevant legal or regulatory restrictions relating to a Change of Control does
not occur. For the avoidance of doubt, the term “customary” when used in this
paragraph 10 shall mean customary (i) for issues of securities of the type
proposed to be issued involving a distribution of securities into the United States,
and (ii) at the time the relevant Subscription Agreement is entered into, (iii)
for global investment banks of international repute of securities of the type
proposed to be issued which may involve a distribution of securities into the
United States or in the case of a Regulation S only issuance, a distribution of
securities outside the United States, (iv)


 


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at the time the relevant Subscription Agreement is
entered into, (v) for global investment banks of international repute, and (vi)
which is consistent with any similar issues made by Santander and subscribed by
MLI.


(b)                    Any
termination of a Subscription Agreement shall be without prejudice to MLI’s
undertaking to underwrite one or more issues of Relevant Securities by
Santander (and/or by one or more directly or indirectly owned entities of
Santander) to raise an amount not exceeding EUR10,000,000,000 pursuant to
paragraph 2. In the event of any such termination, Santander and MLI undertake
and agree to negotiate reasonably and in good faith the terms and conditions of
a new Subscription Agreement on the basis set out in paragraph 10(a) but always
subject to the term stated in paragraph 8.


11.           If Santander
reasonably believes that MLI:


(a)                     is
not acting reasonably and in good faith or in accordance with paragraph 9  above in relation to the determination of
the issue price and/or other key terms of the Relevant Securities; and/or


(b)                    is
not negotiating reasonably and in good faith the terms and conditions of the
relevant Subscription Agreement in accordance with paragraph 10 above,


Santander will notify MLI in writing of its belief and, if within 48
hours after receipt thereof by MLI, there has not been reasonable and good
faith action taken by MLI to agree an issue price and/or the other relevant key
terms of the relevant Relevant Securities that are more commercially acceptable
to Santander, Santander may then seek to agree an issue price and/or the other
key terms (the Third
Party Issue Terms)  and/or
terms and conditions more favourable than those being offered by MLI (the Third Party Terms),
with a third party or third parties. If Santander is successful, it will notify
MLI of those Third Party Issue Terms and/or those Third Party Terms. If, within
48 hours from receipt of such notice, MLI has not confirmed in writing its
agreement to lead manage (jointly or solely) and underwrite the issue of the
relevant Relevant Securities on the Third Party Issue Terms and/or to enter
into the Subscription Agreement on terms no less favourable to Santander than
the Third Party Terms, then Santander’s undertakings contained in paragraphs
3(a) and (b) shall cease to apply and MLI will cease to have any obligations
under this letter.


12.           In consideration of
MLI entering into this letter and the letter of even date herewith (the Side Letter),  Santander agrees to pay to MLI certain
fees as more particularly set out in the Side Letter.


13.           In addition to the
fees payable pursuant to paragraph 12 above, Santander agrees to pay (or
procure that the same is paid) to MLI certain commissions as more particularly
set out in the Subscription Agreement (reflecting the terms of the Side
Letter).


14.           Santander
acknowledges and agrees that (a) MLI may arrange for the offer of any Relevant
Securities in the United States to persons reasonably believed to be qualified
institutional buyers (within the meaning of Rule 144A (Rule 144A)  under the U.S. Securities Act of 1933, as
amended (the Securities
Act))  in reliance
on the exemption from the registration requirements of the Securities Act
provided by Rule 144A or another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act, and (b)
Relevant Securities offered outside the United States will be offered in
reliance on Regulation S under the Securities Act.


 


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15.           No variation of the
terms of this letter shall be effective unless in writing and signed by or on
behalf of the parties.


16.           A person who is not
party to this letter has no rights under the Contracts (Rights of Third
Parties) Act 1999.


17.           This letter is
confidential and is not to be disclosed by either party to nor relied on by any
other person, except that each party may disclose a copy to its advisers and,
in the case of Santander, to ABN AMRO and its advisers on a non-reliance basis,
on the condition that ABN AMRO agrees to keep the existence and contents of
this letter confidential. If either party is asked by the relevant regulatory
authority in the Netherlands to disclose this letter to them, the relevant
party may do so subject to obtaining the other party’s prior written consent
(not to be unreasonably withheld).


18.           Without prejudice to
MLI’s obligations to underwrite any issue of Relevant Securities, if the issue
or delivery of Relevant Securities pursuant to a Subscription Agreement or the
performance by MLI of its obligations under a Subscription Agreement would give
rise to a Change of Control, MLI will give written notice to Santander, and MLI
and Santander will consult together and take all such steps as are necessary in
order to ensure that a Change of Control does not occur or a breach of the
relevant legal or regulatory restrictions relating to a Change of Control does not
occur or that the relevant legal and/or regulatory restrictions relating to a
Change of Control are complied with (or otherwise not breached). Unless the
parties agree otherwise, to the extent that the issue or delivery of Relevant
Securities pursuant to the Subscription Agreement or the performance by MLI of
its obligations under the Subscription Agreement would give rise to a Change of
Control or result in a breach of the relevant legal and/or regulatory
restrictions relating to a Change of Control, the issue and delivery of such
Relevant Securities to MLI will be delayed until such time or times as may be
requested by MLI. No such delay in the issue and delivery of Relevant
Securities will delay the due date for payment to Santander for such Relevant Securities.
Santander agrees to issue the number of Relevant Securities requested by MLI
within three trading days of each such request and, if an interest payment or
other distribution is paid or made in respect of any Relevant Securities that
are issued, to pay or distribute an equivalent amount to MLI in respect of the
Relevant Securities that would have been issued but for a delay in its issue
due to this paragraph.


19.           For the purposes of
this letter:


(a)                     ABN AMRO Group  means ABN
AMRO and its subsidiary undertakings; and


(b)                    Change of Control  means any circumstances arising pursuant
to which MLI acquires control of, or a controlling interest or qualified
participation in, Santander as such terms are defined under applicable Spanish
law or by any analogous provision of foreign law or regulation.


20.           Nothing in this
letter or the Side Letter prevents Santander (or any directly or indirectly
owned entity of Santander) from issuing:


(a)                     securities
(whether equity, debt or otherwise) for the purpose of raising funds which are
not used to finance or refinance the Proposed Acquisition; or


 


 


6

















 


(b)                    convertible
securities convertible into new Santander shares which are marketed solely in
the Spanish and/or Portuguese domestic market(s); or


(c)                     Rights
Issue and/or Relevant Securities for the purpose of financing the Proposed
Acquisition but underwritten by entity/entities different from MLI appointed by
Santander at its sole discretion for a portion of the combined offerings of
equity and Relevant Securities, with the other portion of the combined equity
and Relevant Securities offerings being underwritten by Merrill Lynch in terms
consistent with the terms of the Side Letter.


21.           This letter may be
entered into in any number of counterparts and by the parties to it on separate
counterparts each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same instrument.


22.           This letter shall be
governed by and construed in accordance with English law and the parties submit
to the exclusive jurisdiction of the English Courts in relation to matters
relating to this letter.


23.           Santander shall at
all times maintain an agent for service of process and any other documents and
proceedings in England or any other proceedings in connection with this letter
and the Side Letter. Such agent shall be Banco Santander Central Hispano, S.A.,
London Branch of Banco Santander House, 100 Ludgate Hill, London EC4M 7NJ
United Kingdom, and any claim form, judgment or other notice of legal process
shall be sufficiently served on Santander if delivered to such agent at its
address for the time being. If such process agent ceases to be able to act,
Santander irrevocably undertakes to appoint another such agent with an address
in England and advise MLI of such change. If Santander fails to appoint another
agent within 14 days, MLI shall be entitled to appoint one on Santander’s
behalf and at Santander’s expense.


24.           Please confirm your
agreement with the terms of this letter by signing, dating and returning the
enclosed copy of this letter to H James O’Neil at MLI (fax no.: + 44 20
7995-0662).


Yours faithfully,


 


	
  For and on behalf of

  Merrill Lynch International

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ Richard
  Slimmon

  	
   

  	
   

  
	
  Name: RICHARD SLIMMON

  Title: MANAGING DIRECTOR

  	
   

  
			



 


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  Accepted and Agreed.

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
   Banco
  Santander Central Hisparo, S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/ J.A.
  Álvarez

  	
   

  	
   

  
	
  Name: J.A. Álvarez

  Title: CFO

  Date: 27/5/07

  	
   

  



 


 


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