0001193805-11-000252 Sample Contracts

Contract
Deposit Agreement • February 11th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • Commercial banks, nec • New York

AMENDMENT NO. 1, dated as of February , 2011 (the "Amendment"), to the Deposit Agreement dated as of October 6, 2009 (as amended hereby, the "Deposit Agreement") among Banco Santander (Brasil) S.A., incorporated under the laws of the Federative Republic of Brazil (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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