0001144204-08-035301 Sample Contracts

AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Deposit Agreement • June 16th, 2008 • Banco Santander, S.A. • Commercial banks, nec

AMENDMENT NO. 2, dated as of June __, 2008 (the "Amendment"), to the Deposit Agreement dated as of June 1, 1987, as amended as of July 11, 2000 (as further amended hereby, the "Deposit Agreement"), among Banco Santander, S.A. (the "Bank"), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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