CONFIRMATION. In this Confinnation, "Party B" means Metro do Porto, S.A. and "Party A" means Banco Santander Totta, SA

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1 ~ Santander Totta J CONFIRMATION DATE: January 11,2007 TO Metro do Porto, S.A. (Party B) Avenida Ferniio Magalhiies, 1862,7.' Porto FROM: Banco Santander Totta, S.A. (Party A) Rua da Mesquita, Lisboa SUBJECT: Interest Rate Swap Transaction Our references: / Dear Sirs, The purpose of this communication is to confinn the tenus and conditions of the Transaction entered into between us on the Trade Date specified below (the "Transaction"). This Confinnation constitutes a "Continnation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc ("ISDN') are incorporated into this Confinnation. For this purposes, all references in those Definitions to a "Swap Transaction" shall be deemed to apply to the Transaction refen-ed to herein. In the event of any inconsistency between the Definitions and this Confinnation, the tenns of this Confirmation shall govern. 1. This Confinnation evidences a complete binding agreement between you and us as to the tenns of the Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicun-ency-Cross Border) (the ""ISDA Form""), with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confinuation will supplement, form a part of, and be subject to that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confinnation except as expressly modified below. Until we execute and deliver that agreement, this Confinnation, together with all other documents refen-ing to the ISDA Fonn (each a "Confinnation") confinning transactions (each a "Transaction") entered into between us (notwithstanding anything to the contrary in a Confinnation), shall supplement, fonn a part of, and be subject to an agreement in the fonn of the ISDA Fonn as ifwe had executed an agreement in such fonn (bnt without any Schedule) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confinnation, this Confinnation will prevail for the purpose ofthis Transaction. In this Confinnation, "Party B" means Metro do Porto, S.A. and "Party A" means Banco Santander Totta, SA 2. The tenns ofthe particular Swap Transaction to which this Confinnation relates are as follows: General Terms: Trade Date: Effective Date: January 11,2007 December 13,2006 I 3~ BST Ref: / /9- ~. ~,~ ~:~j~

2 Santander Toua Termination Date: December 13, 2022, subject to ~'ustme in accor ance with the Modified Following Businer Day Conventio//' Business Days: Business Day Convention: TARGET Settlement Days. \\ ~ Modified Following. "'---~-_ Payments by Party A: Fixed Rate I Amounts: Fixed Rate I Payer: Notional Amount: Fixed Rate I Payer Payment Dates: Party A. As per Table I below. Semi-annually, the 13 th ofjune and December ofeach year, commencing on, and including, June 13, 2007, up to, and including, ti,e Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. Fixed Rate I: 4.760% Fixed Rate Day Count Fraction: Actual / 360. TABLE I Calculation Period Notional Amount Start Dates Elld Dates (EUR) December 13, 2006 June 13, ,083, June 13,2007 December 13, ,016, December 13, 2007 June 13, ,938, JUlle 13,2008 December 13, ,848, December 13, 2008 June 13, ,746, June 13,2009 December 13, ,632, December 13, 2009 June 13, ,507, JUlle 13, 2010 December 13, ,370, December 13, 2010 June 13, ,220, June 13,2011 December 13, ,058, December 13,2011 June 13, ,884, June 13,2012 December 13, ,697, December 13,2012 June 13, ,497, JUlle 13,2013 December 13, ,284, December 13,2013 June 13, ,059, JUlle 13,2014 December 13, ,820, December 13, 2014 June 13, ,568, JUlle 13, 2015 December 13, ,303, December 13,2015 JUlle 13, ,024, JUlle 13,2016 December 13, ,731, December 13, 2016 June 13, ,425, JUlle 13,2017 December 13, ,104, December 13,2017 June 13, ,769, BST Ref: /

3 ~ Santandcr Totta / y June 13,2018 December 13, ,421;009.41" / December 13,2018 June 13, ,0$7, / June 13,2019 December 13, ,67-9,596:7-Y/ December 13, 2019 June 13, ,286, June 13,2020 December 13, ,879, December 13,2020 June 13, ,456, June 13,2021 December 13, ,018, December 13, 2021 June 13, ,564, June 13,2022 December 13, ,095, Payments by Party B: Fixed Rate II Amounts: Fixed Rate 11 Payer: Party B. Notional Amount: As per Table I above. Fixed Rate 11 Payer Payment Dates: Semi-annually, the 13 th ofjune aud December ofeach year, commencing on, and including, June 13,2007, up to, and including, the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. Fixed Rate 11: 1.76% Fixed Rate 11 Day Count Fraction: Actual / 360 Coupon Payments: On each Coupon Rate Payment Date, Party B shall pay to Party A the Coupon Rate in respect ofthe Notional Amount and the respective Calculation Period, as defined below: Coupon Rate Payment Dates: Notional Amount: Coupon Amount: Coupon Rate: Coupon Rate Day Count Fraction: Quarterly, the 13 th ofmarch, June, September and December of each year, commencing on, and including, March 13, 2007, up to, and iucluding, the Telmiuation Date, subject to adjustment in accordance with the Modified Following Business Day Convention. As per Table 11 below. For each Calculation Period, an amount equal to the Notional Amount multiplied by the applicable Coupon Rate and multiplied by the Coupon Rate Day Count Fraction. A Coupon Rate which will be 0.00% for the Calculation Periods falling on the first two years of the transaction and variable for the remaining periods. Actual/360. c~~;:> -- Jc --~ BST Ref: l2370ScoS"'/l"C23co7"COS:::9-3 / 9 - QO """J~

4 ~ Santander Totta Reset Dates: The first day ofeach Calculation Period. TABLEII Calculation Period Coupon Rate Payment Notional Amount t Start Dates End Dates Date (EUR) 1 December 13, 2006 March 13,2007 March 13, ,083, March 13, 2007 June 13,2007 June 13, ,083, June 13, 2007 September 13, 2007 September 13, ,016, September 13,2007 December 13, 2007 December 13, ,016, December 13, 2007 March 13, 2008 March 13, ,938, March 13,2008 June 13, 2008 June 13, ,938, June 13,2008 September 13,2008 September 13, ,848, September 13,2008 December 13, 2008 December 13, ,848, December 13,2008 March 13,2009 March 13, ,746, March 13, 2009 June 13,2009 June 13, ,746, June 13,2009 September 13,2009 September 13, ,632, September 13, 2009 December 13, 2009 December 13, ,632, December 13,2009 March 13,2010 March 13, ,507, March 13,2010 June 13, 2010 June 13, ,507, June 13,2010 September 13, 2010 September 13, ,370, September 13, 2010 December 13, 2010 December 13, ,370, December 13,2010 March 13,2011 March 13, ,220, March 13,2011 June 13, 2011 June 13, ,220, June 13,2011 September 13, 2011 September 13, ,058, September 13,2011 December 13, 2011 December 13, ,058, December 13, 2011 March 13, 2012 March 13, ,884, March 13, 2012 June 13, 2012 June 13, ,884, June 13,2012 September 13, 2012 September 13, ,697, September 13, 2012 December 13, 2012 December 13, ,697, December 13,2012 March 13,2013 March 13, ,497, March 13, 2013 June 13,2013 June 13, ,497, June 13,2013 September 13, 2013 September 13, ,284, September 13, 2013 December 13, 2013 December 13, ,284, December 13,2013 March 13,2014 March 13, ,059, March 13,2014 June 13, 2014 June 13, ,059, June 13,2014 September 13, 2014 September 13, ,820, BST Ref: /

5 ~~ c J, j [, ///L ////' /;::::;?/ 32 September 13,2014 December 13, 2014 December 13, 2014 ( 7(i320,550.6~ 33 December 13, 2014 March 13,2015 March 13,2015 ' ;568; March 13,2015 June 13,2015 June 13, ,568, June 13, 2015 September 13, 2015 September 13, ,303, September 13,2015 December 13, 2015 December 13, ,303, December 13, 2015 March 13,2016 March 13, ,024, March 13,2016 June 13,2016 June 13, ,024, June 13, 2016 September 13, 2016 September 13, ,731, September 13,2016 December 13, 2016 December 13, ,731, December 13,2016 March 13,2017 March 13, ,425, March 13, 2017 June 13, 2017 June 13, ,425, June 13,2017 September 13, 2017 September 13, ,104, September 13, 2017 December 13, 2017 December 13, ,104, December 13, 2017 March 13,2018 March 13, ,769, March 13, 2018 June 13,2018 June 13, ,769, June 13,2018 September 13, 2018 September 13, ,421, September 13, 2018 December 13, 2018 December 13, ,421, December 13, 2018 March 13,2019 March 13, ,057, March 13, 2019 June 13,2019 June 13, ,057, June 13,2019 September 13,2019 September 13, ,679, September 13,2019 December 13, 2019 December 13, ,679, December 13,2019 March 13, 2020 March 13, ,286, March 13, 2020 June 13,2020 June 13, ,286, June 13,2020 September 13,2020 September 13, ,879, September 13, 2020 December 13, 2020 December 13, ,879, December 13, 2020 March 13,2021 March 13, ,456, March 13,2021 June 13, 2021 June 13, ,456, June 13, 2021 September 13, 2021 September 13, ,018, September 13, 2021 December 13,2021 December 13, ,018, December 13, 2021 March 13, 2022 March 13, ,564, March 13, 2022 June 13,2022 June 13, ,564, June 13,2022 September 13, 2022 September 13, ,095, September 13,2022 December 13,2022 December 13, ,095, For the Coupon Rate Payment Dates from, and including March 13, 2007 (t~l) to, and including December 13,2008 (p8), the Coupon Rate will be 0.00%. BST Ref: /

6 ~ Santander Totta /:4']' / / ~ For the Coupon Rate Payment Dates from, and including March 13, 2009 (t~9) to;';;'dfn';ludinlj,fte' Termination Date (t~64), the Coupon Rate will be equal to Spread, ( - /--~~ Where: Spread ~ Max [0.00%, Previous spread + 2 x Max (2.00% - Euribor3M set in advance; 0) + 2 x Max (Euribor3M set in advance %; 0) - DigiCoupon} DigiCoupon ~ 0.50% =0.00% if 2.00% < Euribor3M set in advance < 6.00% otherwise Previous Spread means, for a Coupon Rate Payment Date, the spread paid on the immediately preceding Coupon Rate Payment Date, quoted on an annual basis. For Coupon Rate Payment Date March 13, 2009 (t=9), Previous Spread is equal to 0.00%. "Euribor3M set in advance" means, the EUR-EURIBOR-Telerate with a Designated Maturity of 3 months quoted on Telerate page 248 at 11:00 am Brussels time two TARGET Business Days prior to the first day ofeach Calculation Period. Compounding: Business Days: Not Applicable. TARGET Settlement Days. 3. Calculation Agent: BSN - Banco Santander Neg6cios Portugal, S.A. 4. Additional Definitions and Provisions Euro. "Euro", "euro", "E" and "EUR" each means the lawful currency of the member states of the European Union that adopt the single cultency in accordance with the EC Treaty. Governing Law. This Transaction will be governed by and construed in accordance with the English law. Jurisdiction. With respect to any suit, action or proceedings relating to this Transaction ("Proceedings"), each party iltevocably: (i) submits to the jurisdiction ofthe English courts; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Waiver of immunities. Each party in'evocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (iltespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) ;i ~r"c-" / _._.-..~...'Z-, BST Ref: /9 - ~ :\. t..cl;jcer~t\.h~!n '-ISO'>'" ~

7 ~ Santandcr Taua / j reliefby way of injunctlon, order for speclfic perfolmance or for recovery07")/altta-c---' "nt of Its assets (whether before or after judgement) and (v) execution or enforcenrent of a';:l'!sige ent to which It or its revenues or assets might otherwise be entitled in any Proceedings k-th~6urts of any jurisdictlon and irrevocably agrees, to the extent permitted by applicable law, that it will not claim such immunity in any Proceedings. 5. Relationship Between Parties Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such adviser as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the tenns and conditions ofa Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results ofthat Transaction. b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. c) Status of Parties. The other party is not acting as a fiduciary for an adviser to it in respect of that Transaction. 6. Account Details: Account(s) for payments to Party A: Account(s) for payments to Party B: 3i000050i i000050i Offices: (a) The Office ofparly A for the Swap Transaction is Banco Santander Totta, S.A. Rua da Mesquita, Lisboa BST Ref:

8 ~ Santandcr Toua /;7- J (b) The Office ofparty B for the Swap Transaction is / Metro do Porta, SA (Party B) \,~_. _ Avenida Femi'io Magalhi'ies, 1862,7.' Porta.c;.I ~-~2? ~ BST Ref: / /9-~~ :t..af1ce(~t\.b~~~ '-\so~" ~

9 Santandcr'rotta Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Yours sincerely, Banco Santander Totta, S.A. By: NarrJ,: Titl1: I 1\/) I '--r Miguel Ca Vice-President By: Name: Title: ) Jose Antonio Pais Lopes Vice-President Confirmed as ofthe date first above written Metro do Porto, S.A. BST Ref:

KNOCK OUT TARGET REDEMPTION FORWARD CONFIRMATION

To: Attn: Fax: Date: Ref: KNOCK OUT TARGET REDEMPTION FORWARD CONFIRMATION We confirm we have entered into the following Knock Out Target Redemption Forward (the "Transaction") with you under the Terms