Exhibit 10.5


[CALYON LOGO]


CALYON, Sucursal en España


 


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: ABN Amro Bank 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 BANK NV (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 6,000 million (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 Calyon Sucursal en
España (Calyon)
and dated the date hereof) and underwritten by Calyon may not exceed
EUR 6,000 million.


2.             On the basis of and
subject to the terms of this letter, Calyon 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 6,000
million 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 Calyon 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
Calyon and its advisers with all documentation, data and other information as
Calyon 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 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 BANK N.V.’s, and
where necessary, other members of the ABN AMRO BANK N.V. Group’s) 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 NV (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 Calyon 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 BANK N.V.’s, and where
necessary, other members of the ABN AMRO BANK N.V. 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
Calyon 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 5 June 2007.


5.             If the condition
set out in paragraph 4 is not fulfilled, Calyon’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.             Calyon 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 Calyon pursuant to paragraph 6), the
obligations of Calyon to underwrite any issue of Relevant Securities shall
terminate (without prejudice to paragraph 11 below) and Santander shall have no
claim against Calyon 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 4 May 2008, this letter and the undertakings in it
shall automatically terminate.


9.             Santander and
Calyon 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


 


 


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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 Calyon at the
time of issue of the relevant Relevant Securities and Santander and Calyon
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 Calyon’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 Calyon 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 Calyon 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.’s 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 Calyon
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


 


 


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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 Calyon.


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


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


12.           In consideration of
Calyon entering into this letter and the letter of even date herewith (the Side Letter),  Santander agrees to pay to Calyon 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 Calyon 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) Calyon 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
Calyon’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 Calyon of its obligations under a Subscription Agreement
would give rise to a Change of Control, Calyon will give written notice to
Santander, and Calyon 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 Calyon 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 Calyon will be delayed until such
time or times as may be requested by Calyon. 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 Calyon 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 Calyon 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 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 Calyon acquires control of, or a
controlling interest or qualified participation in, Santander as


 


 


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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 Calyon.


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 Calyon of such change. If Santander fails to appoint
another agent within 14 days, Calyon 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 Bert Beyebach at Calyon, Paseo de la Castellana
1, 28046 Madrid, Spain (fax no.: +34 91 432 7358).


 


	
  Yours
  faithfully,

  	
   

  
	
   

  	
   

  
	
  For and on
  behalf of

  Calyon

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Juan
  Evaristo Fábregas Sasiaín

  	
   

  	
   

  
	
  Name: Juan
  Evaristo Fábregas Sasiaín

  	
   

  
	
  Title: Senior
  Country Officer

  	
   

  
			



 


 


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  /s/ Bert
  Beyebach

  	
   

  	
   

  
	
  Name: Bert
  Beyebach

  	
   

  
	
  Title: Deputy
  General Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  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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[CALYON LOGO]


CALYON, Sucursal en España


Banco Santander Central Hispano, S.A.

For the attention of Mr. José Antonio Álvarez and Mr. José Antonio
Soler

Ciudad Grupo Santander

28660 Boadilla del Monte

Madrid

Spain


5 May 2007


Dear Sirs


Re: ABN AMRO BANK 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 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
6,000 million (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 Calyon Sucursal en Espaňa (Calyon)  and
dated the date hereof) and underwritten by Calyon may not exceed EUR 6,000
million.


2.             On the basis of and
subject to the terms of this letter, Calyon hereby undertakes to underwrite an
equity offering by way of Rights Issue (as defined below) by Santander to raise
an amount not exceeding EUR 6,000 million 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 Calyon 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 Calyon 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 Calyon
and its advisers with all documentation, data and other information as Calyon
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.’s, and where necessary, other members of the ABN
AMRO BANK N.V. Group’s) officers, employees, auditors, legal counsel,
properties, offices, plants 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 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.’s, and where necessary, other members of the ABN AMRO BANK N.V. 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
Calyon 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 5 June 2007.


5.             If the condition
set out in paragraph 4 is not fulfilled, Calyon’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.             Calyon shall be
entitled, in its absolute discretion and upon such terms as it thinks fit, to
extend the time provided for fulfillment 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 5 June 2007 (or such other date
resulting from the granting of any extension by Calyon pursuant to paragraph
6), the obligations of Calyon to underwrite a Rights Issue shall terminate (without
prejudice to paragraph 12 below) and Santander shall have no claim against
Calyon 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
Calyon 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 Calyon at the time the Rights Issue is launched, acting
reasonably and in good faith and taking account of, amongst other things, the
results of Calyon’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
Calyon 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 Calyon undertake and agree to negotiate reasonably and in good faith the
terms and conditions of an underwriting agreement to be entered into by the
parities 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.’s)
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
favor of Calyon 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
parities 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
Calyon’s undertaking to underwrite an equity offering by Santander to raise an
amount not exceeding EUR 6,000 million pursuant to paragraph 2. In the event of
any such termination, Santander and Calyon 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 Calyon:


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


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


 


 


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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
Calyon’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 Calyon of its obligations under the Underwriting Agreement would
give rise to a Change of Control, Calyon will give written notice to Santander,
and Calyon 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 Calyon 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 Calyon will be delayed until such time or times
as may be requested by Calyon. 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 Calyon 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 Calyon 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 Calyon 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 Calyon.


 


 


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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 Calyon of such change. If Santander fails to appoint
another agent within 14 days, Calyon 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 Bert Beyebach at Calyon, Paseo de la Castellana
1, 28046 Madrid, Spain (fax no: +34 91 432 7358).


 


	
  Yours faithfully,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of Calyon

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/ Juan Evaristo Fábregas Sasiaín

  	
   

  	
   

  
	
  Name: Juan Evaristo Fábregas Sasiaín

  Title: Senior Country Officer

  	
   

  



 


 


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  /s/ Bert Beyebach

  	
   

  	
   

  
	
  Name: Bert Beyebach

  Title: Deputy General Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  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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