Exhibit 10.6


[ING LOGO]


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


14
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,
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. (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 EUR
2,000,000,000 (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 ING Bank N.V. (“ING”) and dated the date hereof) and underwritten by ING
may not exceed EUR 2,000,000,000.


2.             On
the basis of and subject to the terms of this letter, ING hereby undertakes to
underwrite an equity offering by way of Rights Issue (as defined below) by
Santander to raise an amount not exceeding EUR 2,000,000,000 solely for the
purposes of financing 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 ING pursuant to paragraph 9 below.


3.             Santander
hereby irrevocably undertakes (always subject to paragraphs 1 and 2 above):


(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 (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 ING 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 ING
and its advisers with all documentation, data and other information as ING 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 all necessary assistance from any of
Santander’s directly or indirectly owned entities which will effect the Rights
Issue and, where reasonably practicable, ABN AMRO Holding N.V., and where
necessary, other members of the ABN AMRO Holding N.V., 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 any of Santander’s
directly or indirectly owned entities which will effect the Rights Issue, and
where practicable and as applicable, ABN AMRO Holding N.V., and where
necessary, other members of the ABN AMRO Holding N.V. Group) officers,
employees, auditors, legal counsel, properties, offices and other facilities;


(iii)                 as soon as
reasonably practicable (and in any event no later than 4 April 2008) 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 Holding N.V. (the ABN 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 below shall be
submitted for approval by shareholders; and


(iv)                to instruct
Santander’s (and, to the extent practicable and necessary, ABN AMRO Holding
N.V., and where necessary, other members of the ABN AMRO Holding N.V. Group)
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
ING 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 Holding
N.V by no later than 5 June 2007.


5.             If the condition
set out in paragraph 4 is not fulfilled, ING’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


 


 


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


6.             ING 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 no later than 5 June 2007 (or such
other date resulting from the granting of any extension by ING pursuant to
paragraph 6), the obligations of ING to underwrite a Rights Issue shall
terminate (without prejudice to paragraph 12 below) and Santander shall have no
claim against ING for costs, damages, compensation or otherwise that arise in
connection therewith.


8.             If the ABN Offer
lapses or expires, or if the Banks announce that the ABN Offer will not be made
or has been terminated, or if all of the conditions to the ABN Offer are not
satisfied or waived by 4 May 2008, this letter and the undertakings in it shall
automatically terminate.


9.             Santander and ING
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 ING at the time the Rights Issue is launched, acting reasonably
and in good faith and taking account of, amongst other things, the results of
ING’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 ING also acknowledge
that any such issue price must equal or exceed EUR 0.50 being the nominal value
of the New Santander Shares (the Minimum Price).


10.


(a)                     Santander
and ING 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 Holding N.V.)
auditors in respect of any financial statements of Santander and any member of
the ABN AMRO Holding N.V. 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 Holding N.V. legal counsel, the provision of customary indemnities by
Santander in favour of ING 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


 


 


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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
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 ING’s
undertaking to underwrite an equity offering by Santander to raise an amount
not exceeding EUR 2,000,000,000 pursuant to paragraph 2 in the event of any
such termination, Santander and ING 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 ING;


(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 ING in writing of its belief and, if within 48
hours after receipt thereof by ING, there has not been reasonable and good
faith action taken by ING 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 ING (the Third Party Terms),  with a third party or third parties. If
Santander is successful, it will notify ING of that Third Party Issue Price
and/or those Third Party Terms. If, within 48 hours from receipt of such notice,
ING 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 ING will cease to have any obligations under this
letter.


12.           In consideration of
ING entering into this letter and the letter of even date herewith (the Side Letter),  Santander agrees to pay to ING 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 ING 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) ING 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.


 


 


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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.           Without prejudice to
ING’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 ING of its obligations under the Underwriting Agreement would
give rise to a Change of Control, ING will give written notice to Santander,
and ING and Santander will consult together and take all such steps as are
necessary to ensure that 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 ING 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 ING will be delayed until such time or times as
may be requested by ING. 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 ING within three trading days of each such request end, 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
ING 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 Holding N.V. Group means ABN AMRO
Holding N.V. and its subsidiary undertakings; and


(b)                    Change of Control means
any circumstances arising pursuant to which ING 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).


(c)                     Rights
Issue and/or Relevant Securities for the purposes of financing the Proposed
Acquisition but underwritten by entity/entities different from ING.


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 Santander, to ABN AMRO Holding N.V. and its advisers on a
non-reliance basis, on the


 


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condition that ABN AMRO Holding N.V. 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 ING of such change. If Santander fails to appoint another
agent within 14 days, ING 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 Mark de Graaf and Sergio Herrera, ING Equity
Capital Markets, locationcode TR03.12, Foppingadreef 7, PO Box 1800, 1000 BV
Amsterdam, The Netherlands at ING (fax no : +31 20 563 8543).


 


	
  Yours faithfully,

  	
   

  
	
   

  	
   

  
	
  For and on behalf of ING Bank N.V.

  	
   

  
	
   

  	
   

  
	
   /s/ Eric
  Boyer de la Giroday

  	
   

  	
   

  
	
  Name: Eric Boyer de la Giroday

  	
   

  	
   

  
	
  Title: Executive Board Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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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[ING LOGO]


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


14 May 2007


Dear Sirs


Re:                Project Arran -
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. (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 2,000,000,000 (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 ING Bank N.V.
(“ING”) and dated the date hereof) and underwritten by ING may not exceed EUR
2,000,000,000.


2.             On the basis of and
subject to the terms of this letter, ING 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 2,000,000,000
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 (subject to paragraphs 1 and 2 above):


(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, as may be agreed by Santander and ING 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 ING
and its advisers with all documentation, data and other information as ING 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 Holding N.V., and where necessary, other members of the
ABN AMRO Holding N.V. Group (as defined in paragraph 20 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 Holding N.V., and where
necessary, other members of the ABN AMRO Holding N.V. Group) officers,
employees, auditors, legal counsel, properties, offices and other facilities;


(iii)                 as soon as
reasonably practicable following the approval by the board of directors of
Santander  of the making of a formal
offer, together with the Banks, for the entire issued and to be issued share
capital of ABN AMRO Holding N.V. (the ABN Offer) (and in any event no later than 4
April 2008), to convene:


(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 ING or as otherwise may be necessary or appropriate, with
the relevant tax authorities, Standard and Poors, Moody’s


 


 


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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


(vi)                to instruct
Santander’s (and its relevant directly or indirectly owned entity or entities’
and, to the extent practicable and necessary, ABN AMRO Holding N.V., and where
necessary, other members of the ABN AMRO Holding N.V Group) 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
ING 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 Holding N.V. by no later than 5 June 2007.


5.             If the condition
set out in paragraph 4 is not fulfilled, ING’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.             ING 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 5 June 2007 (or the date resulting
from the granting of any extension by ING pursuant to paragraph 6), the
obligations of ING  to underwrite
any issue of Relevant Securities shall terminate (without prejudice to
paragraph 11 below) and Santander shall have no claim against ING for costs,
damages, compensation or otherwise that arise in connection therewith.


8.             If the ABN Offer
lapses or expires, or if the Banks announce that the ABN Offer will not be made
or has been terminated, or if all of the conditions to the ABN Offer are not satisfied
or waived by 4 May 2008, this letter and the undertakings in it shall
automatically terminate.


9.             Santander and ING
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


 


 


3

















 


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 ING at the time
of issue of the relevant Relevant Securities and Santander and ING 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 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 ING’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 ING 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 ING 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 Holding N.V. auditors) in
respect of any financial statements of Santander (or such entity or entities
and/or any member of the ABN AMRO Holding N.V. 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 Holding N.V. 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 ING
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 20 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


 


 


4

















 


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) 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 ING.


(b)                    Any
termination of a Subscription Agreement shall be without prejudice to ING’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) pursuant to paragraph 2. In the event of any such termination, Santander
and ING 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) and always subject to the term stated in paragraph 8.


11.           If
Santander reasonably believes that ING:


(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 ING in writing of its
belief and, if within 48 hours after receipt thereof by ING, there has not been
reasonable and good faith action taken by ING 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 ING (the Third Party Terms),  with a third party or third parties. If
Santander is successful, it will notify ING of those Third Party Issue Terms
and/or those Third Party Terms. If, within 48 hours from receipt of such
notice, ING 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 paragraph’s 3(a) and (b) shall cease to
apply and ING will cease to have any obligations under this letter.


12.           In
consideration of ING entering into this letter and the letter of even date
herewith (the Side
Letter),  Santander
agrees to pay to ING 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 ING certain commissions as more
particularly set out in the Subscription Agreement (reflecting the terms of the
Side Letter).


 


 


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14.           Santander
acknowledges and agrees  that (a)
ING 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.


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 Holding N.V. and its advisers on a non-reliance basis,
on the condition that ABN AMRO Holding N.V. 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 ING’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 ING of its obligations under a Subscription
Agreement would give rise to a Change of Control, ING will give written notice
to Santander, and ING 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 ING 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 ING will be delayed until such time
or times as may be requested by ING. 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 ING 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 ING 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 Holding N.V. Group means ABN AMRO
Holding N.V. and its entity undertakings; and


(b)                    Change of Control  means any circumstances arising pursuant
to which ING acquires control of, or a controlling interest or qualified
participation in, Santander as such


 


 


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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


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


(c)                     Relevant
Securities and/or Rights Issue for the purpose of financing the Proposed
Acquisition but underwritten by entity/entities different from ING.


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 ING of such change. If Santander
fails to appoint another agent within 14 days, ING 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 Mark de Graaf and Sergio Herrera
at ING Equity Capital Markets, Locationcode TR 03.12, Foppingadreef 7, PO Box
1800, 1000 BV Amsterdam, The Netherlands (fax no.: +31 20 563 8543).


 


	
  Yours  faithfully,  

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  ING Bank N.V.

  	
   

  
	
   

  	
   

  
	
   /s/ Eric
  Boyer de la Giroday

  	
   

  	
   

  
	
  Name: Eric Boyer de la Giroday

  Title: Executive Board Memeber

  	
   

  	
   

  



 


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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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