AGREEMENT OF BENEFITS COVERAGE
AGREED WITH OFFICERS OF GRUPO SANTANDER
This Agreement (the “Agreement”) is made and entered into as of March 28, 2007, by and between ___, a
corporation organized and existing under the laws of the Commonwealth of Puerto Rico (hereinafter “Affiliate”),
represented by José Ramón González, in his capacity as President, and María Calero Padrón, in her capacity as
Executive Vice-President, and Banco Santander Central Hispano, S.A., a bank organized and existing under the
laws of Spain (hereinafter “Santander”), represented by Manuel Arias de la Cruz and Juan Carlos Díez Zapatero.
Both parties acknowledge they have sufficient authority to execute this Agreement and hereby agree as follows:
I. — As part of the Human Resources policy regarding management compensation, Santander has designed a
compensation plan linked to the performance and earnings per share of Santander’s stock.
II. — The above mentioned Plan, which is referenced to the 2003-2006 period and whose continued existence
shall not be assumed, has been structured, in the Affiliate’s case, by means of a contract executed between the
Affiliate and its Officers, in which management is granted an economic benefit contingent on the occurrence of
certain conditions specified in the above mentioned agreement of which the most relevant is the performance and
earnings per share of Santander’s stock.
III. — In accordance with paragraph II above, the Affiliate will assume the obligation to make certain payments
to a group of Officers to the extent that the agreed upon conditions are satisfied; provided, that the Affiliate is
able to cover any related payment risk to the extent that the Officers exercise their rights to the economic benefits
pursuant to the above mentioned agreements, which may be exercised within a one year period commencing on
January 15, 2008.
IV. — Under these conditions, Santander has offered to assume the payment risk of the economic benefits
granted to the Affili