Exhibit 10.4


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


5 May 2007


Dear Sirs


Re: Project Arran - Standby Equity 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 BANK 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 6 billion (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 EUR
0 (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 Dresdner Bank AG, London
Branch (“Dresdner”)
and dated the date hereof) and underwritten by Dresdner may not exceed EUR 6 billion.


2. On the basis of and subject to the terms of this letter, Dresdner
hereby undertakes to underwrite an equity offering by way of Rights Issue (as
defined below) by Santander to raise an amount not exceeding EUR 6 billion 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 Dresdner 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 Dresdner 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
Dresdner and its advisers with all documentation, data and other information as
Dresdner 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 BANK N.V., and where necessary, other
members of the ABN AMRO BANK 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, where practicable and as
applicable, ABN AMRO BANK N.V.,
and where necessary, other members of the ABN AMRO BANK N.V. GROUP officers,
employees, auditors, legal counsel, properties, offices, plants and other
facilities;


(iii)                 as soon as
reasonably practicable (and in any event no later than 3 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 BANK 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 BANK N.V.,
and where necessary, other members of the ABN AMRO BANK 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
Dresdner 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 BANK N.V. by no later than 4 June  2007.


5.             If the condition
set out in paragraph 4 is not fulfilled, Dresdner’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.             Dresdner 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 the 4 June 2007 (or such other date resulting from the granting of
any extension by Dresdner pursuant to paragraph 6), the obligations of Dresdner
to underwrite a Rights Issue shall terminate (without prejudice to paragraph 12
below) and Santander shall have no claim against Dresdner 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 3 May 2008, this letter and the
undertakings in it shall automatically terminate. In any event, any obligation
to underwrite the Rights Issue shall expire on the date that 364 days from the
date of the letter (the Expiry
Date)  (or such
later date as Dresdner notifies (prior to the Expiry Date) in writing to
Santander), without liability or continuing obligation to Santander or to
Dresdner except for any rights or obligations that have accrued prior to
termination of expiry.


9.             Santander and
Dresdner 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 Dresdner at the time the Rights Issue is launched, acting
reasonably and in good faith and taking account of, amongst other things, the
results of Dresdner’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
Dresdner 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 Dresdner 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 BANK N.V.) auditors in respect of
any financial statements of Santander and any member of the ABN AMRO BANK 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 BANK N.V. legal
counsel, the provision of customary indemnities by Santander in favour of
Dresdner and any other banks which


 


 


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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 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
Dresdner’s undertaking to underwrite an equity offering by Santander to raise
an amount not exceeding EUR 6 billion pursuant to paragraph 2. In the event of
any such termination, Santander and Dresdner 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 Dresdner:


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


12.           In consideration of
Dresdner entering into this letter and the letter of even date herewith (the Side Letter),
Santander agrees to pay to Dresdner 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 Dresdner 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) Dresdner may arrange for the offer of New
Santander Shares pursuant to the Rights Issue in the United States pursuant to
a


 


 


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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.


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
Dresdner’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 Dresdner of its obligations under the Underwriting Agreement
would give rise to a Change of Control, Dresdner will give written notice to
Santander, and Dresdner 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 Dresdner 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 Dresdner will be delayed until such time or
times as may be requested by Dresdner. 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 Dresdner 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 Dresdner 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 BANK N.V. Group means ABN AMRO BANK N.V. and its subsidiary
undertakings; and


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


 


 


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


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 BANK
N.V. and its advisers on a non-reliance basis, on the condition that
ABN AMRO BANK 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 Dresdner of such change. If Santander fails to appoint
another agent within 14 days, Dresdner 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 Jonathan Roe at Dresdner Bank AG, London
Branch, 30 Gresham Street, London EC2P 2XY (fax no.: +44 207 475 5197).


Yours faithfully,


 


	
  For and on behalf of

  Dresdner Bank AG, London Branch

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ Ken Robins

  	
   

  	
   /s/ Jonathan Roe

  	
   

  
	
  Name: Ken Robins

  Title: Managing Director

  	
  Name: Jonathan Roe

  Title: Managing Director

  
				



 


 


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  Accepted and Agreed 

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  Banco Standard Central Hispano, S.A.

  	
   

  
	
   

  	
   

  
	
   /s/ J. A.
  Álvarez

  	
   

  	
   

  
	
  Name: J. A. Álvarez

  Title: CFO

  Date: 5/05/07

  	
   

  
			



 


 


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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


5 May 2007


Dear Sirs


Re:               Project Arran - Standby Relevant Securities
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 BANK (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 6 billion (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 Dresdner Bank AG,
London Branch (“Dresdner”) and
dated the date hereof) and underwritten by Dresdner may not exceed EUR 6
billion.


2.             On the basis of and
subject to the terms of this letter, Dresdner 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 6 billion
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 Dresdner 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
Dresdner and its advisers with all documentation, data and other information as
Dresdner 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 BANK
N.V., and where necessary, other members of the ABN AMRO BANK N.V.
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 BANK
N.V., and where necessary, other members of the ABN AMRO BANK 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 BANK N.V. (the ABN Offer)  (and in any event no later than
3 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 Dresdner or as otherwise may be necessary or
appropriate, with the relevant tax authorities, Standard and


 


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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


(vi)                to instruct
Santander’s (and its relevant directly or indirectly owned entity or entities’
and, to the extent practicable and necessary, ABN
AMRO BANK N.V., and where necessary, other members of the ABN AMRO BANK 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
Dresdner 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 BANK N.V. by
no later than 4 June 2007.


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


8.             If the Arran Offer
lapses or expires, or if the Banks announce that the Arran Offer will not be
made or has been terminated, or if all of the conditions to the Arran Offer are
not satisfied or waived by 3 May 2008,
this letter and the undertakings in it shall automatically terminate. In any
event, any obligation to underwrite the issue of Relevant Securities shall
expire on the date that 364 days from the date of the letter (the Expiry Date)  (or such later date as Dresdner notifies
(prior to the Expiry Date) in writing to Santander), without liability or
continuing obligation to Santander or to Dresdner except for any rights or
obligations that have accrued prior to termination or expiry.


 


 


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9.             Santander and
Dresdner 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 Dresdner at the time of issue of the relevant
Relevant Securities and Santander and Dresdner 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 Dresdner’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 Dresdner 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 Dresdner 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 BANK N.V. auditors) in respect of
any financial statements of Santander (or such entity or entities and/or any
member of the ABN AMRO BANK 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 BANK 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 Dresdner and any other banks which may be
party to that Subscription Agreement, customary


 


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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 or in the case of a Regulation S only issuance, a distribution of
securities outside 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 and (iv) which is consistent with any
similar issues made by Santander and subscribed by Dresdner.


(b)                    Any
termination of a Subscription Agreement shall be without prejudice to
Dresdner’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 Dresdner 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 Dresdner:


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


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


 


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13.           In addition to the
fees payable pursuant to paragraph 12 above, Santander agrees to pay (or
procure that the same is paid) to Dresdner 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) Dresdner 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 BANK
N.V. and its advisers on a non-reliance basis, on the condition that
ABN AMRO BANK 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
Dresdner’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 Dresdner of its obligations under a Subscription
Agreement would give rise to a Change of Control, Dresdner will give written
notice to Santander, and Dresdner 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 Dresdner 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
Dresdner will be delayed until such time or times as may be requested by
Dresdner. 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
Dresdner 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
Dresdner 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:


 


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(a)                     ABN AMRO BANK N.V. Group means ABN AMRO BANK N.V. and its entity
undertakings; and


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


(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 Dresdner.


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 Dresdner of such change. If Santander fails to appoint
another agent within 14 days, Dresdner 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 Jonathan Roe at Dresdner Bank AG, London
Branch, 30 Gresham Street, London EC2P 2XY (fax no : +44 207 475 5197).


Yours faithfully,


 


 


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  For and on behalf of

  Dresdner Bank AG, London Branch

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   /s/ Ken
  Robins

  	
   

  	
   

  	
  /s/ JONATHAN
  ROE

  	
   

  
	
  Name

  	
  Ken Robins

  	
   

  	
  Name:

  	
  JONATHAN ROE

  
	
  Title:

  	
  MANAGING DIRECTOR

  	
   

  	
  Title:

  	
  MANAGING DIRECTOR

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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:

  	
  05/05/07

  	
   

  	
   

  	
   

  
							



 


 


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