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					BANCO DE Sabadell, SA AND
COMPANIES COMPOSING THE
    BANCO SABADELL




   Consolidated financial statements for
    the year ended December 31, 2010




                     1
Index to Consolidated Financial Statements in 2010 Banco Sabadell
       Note       Item

                  Financial statements

                  Balance sheets
                  Profit and Loss account
                  Statements of income and expenses
                  Statement of changes in equity
                  Cash flow statements

                  REPORT

         1        Activity, accounting policies and practices
         2        Grupo Banco Sabadell
         3        Proposed distribution of profits and earnings per share
         4        Deposits with credit institutions active
         5        Debt instruments
         6        Equity instruments
         7        Trading derivatives assets and liabilities
         8        Customer Credit
         9        Transfer of financial assets
         10       Adjustments to financial assets and financial liabilities on macro-hedging
         11       Hedging derivatives assets and liabilities
         12       Assets held for sale and liabilities associated with assets held for sale
         13       Investments
         14       Tangible assets
         15       Intangible assets
         16       Other assets
                  Information on funding for the construction and property development and
         17
                  assessment of funding needs in the markets
         18       Deposits of banks liabilities
         19       Deposits from customers
         20       Debt certificates including bonds
         21       Subordinated liabilities
         22       Other financial liabilities
         23       Liabilities under insurance contracts
         24       Provisions
         25       Fair value of financial assets and liabilities
         26       Foreign currency transactions
         27       Own funds
         28       Valuation adjustments
         29       Minority interests
         30       Contingent risks
         31       Contingent commitments
         32       Off-Balance Sheet Customers’ Funds
         33       PROFIT AND LOSS ACCOUNT
         34       Fiscal situation (income tax)
         35       Segment information
         36       Financial risk management
         37       Environmental Information
         38       Related party transactions
         39       List of agents
         40       Customer Service Department
         41       Compensation and balances with the members of the Board of Directors and Senior Management
         42       Duty of loyalty of directors
         43       Subsequent events
      Annex I     Banco Sabadell Group companies
      Annex II    Consolidated Balance Bank Group Guipuzcoano
      Annex III   Ibersecurities balance sheet Holding, SA
     ANEXO IV     Ibersecurities balance sheet Sociedad de Valores, SAU

                  Management Report



                                                          2
                                     Consolidated balance sheet of Banco Sabadell
                                                              At December 31, 2010 and December 31, 2009
In thousands of euro
Assets                                                                                                          2010       2009 (*)

Cash and balances with central banks                                                                        1.253.600    1.820.157

Financial assets held for trading                                                                           1.297.596    1.140.441
       Loans and advances with credit Institutions                                                                  0            0
       Customer loans                                                                                               0            0
       Debt securities (Note 5)                                                                               118.203           91
       Equity instruments (Note 6)                                                                             33.168       19.917
       Trading derivatives (note 7)                                                                         1.146.225    1.120.433
       Memorandum item: Loaned or held as collateral                                                                0            0

Other financial assets at fair value through profit or loss                                                  177.492      182.166
        Loans and advances to credit Institutions                                                                  0            0
        Customer loans                                                                                             0            0
        Debt secrities                                                                                             0            0
        Equity instruments (Note 6)                                                                          177.492      182.166
        Memorandum item: Loaned or held as collateral                                                              0            0

Available-for-sale financial assets                                                                        10.830.629   8.031.761
       Debt securities (Note 5)                                                                             9.762.889   6.934.750
       Equity instruments (Note 6)                                                                          1.067.740   1.097.011
       Memorandum item: Loaned or held as collateral                                                       6.327.006    4.291.570

Loans and receivables                                                                                      76.725.432   65.777.852
      Loans and advances to credit institutions (Note 4)                                                    2.744.614    2.544.962
      Customer loans (Note 8)                                                                              73.980.818   63.232.890
      Debt securities                                                                                               0            0
      Memorandum item: Loaned or held as collateral                                                         3.953.483     969.672

Held-to-maturity investments                                                                                        0           0
       Memorandum item: Loaned or held as collateral                                                               0            0

Adjustments to financial assets by macro-hedges (note 10)                                                          0             0

Hedging derivatives (note 11)                                                                                487.564      668.081

Non-current assets held for sale (note 12)                                                                   351.914       71.546

Investments (note 13)                                                                                        813.492      706.075
       Associated companies                                                                                  811.497      706.075
       Jointly controlled entities                                                                             1.995            0

Pension-linked insurance policies (note 24)                                                                  183.051      209.484

Reinsurance assets                                                                                                 0             0

Tangible assets (note 14)                                                                                   1.081.549    1.140.190
       Tangible fixed assets                                                                                 900.519       962.709
              For own use                                                                                    804.980       866.693
              Leased out under operating leases                                                                95.539       96.016
       Investment properties                                                                                 181.030       177.481
       Memorandum item: Acquired under finance leases                                                               0            0

Intangible assets (note 15)                                                                                  831.301      669.980
       Goodwill                                                                                              748.622      490.930
       Other intangible assets                                                                                82.679      179.050

Tax assets                                                                                                  1.214.784     984.448
       Current                                                                                               291.643      303.859
       Deferred (note 34)                                                                                    923.141      680.589

Other assets (note 16)                                                                                      1.850.805    1.420.705
       Inventories                                                                                          1.596.758    1.330.844
       Other                                                                                                  254.047       89.861

Total assets                                                                                               97.099.209   82.822.886

(*) Presented solely for comparison purposes.



                                                                                        3
                                  Consolidated balance sheets of Banco Sabadell
                                                         At December 31, 2010 and December 31, 2009
In thousands of euro

Liabilities                                                                                                2010      2009 (*)

Financial liabilities held for trading                                                                 1.161.121    1.118.743
      Deposits from central banks                                                                              0            0
      Deposits from credit institutions                                                                        0            0
      Deposits from customers                                                                                  0            0
      Debt certificates including bonds                                                                        0            0
      Trading derivatives (note 7)                                                                     1.161.121    1.118.743
      Short positions in securities                                                                            0            0
      Other financial liabilities                                                                              0            0

Other financial liabilities at fair value through profit or loss                                              0            0
       Deposits from central banks                                                                            0            0
       Deposits from credit institutions                                                                      0            0
       Deposits from customers                                                                                0            0
       Debt certificates including bonds                                                                      0            0
       Subordinated liabilities                                                                               0            0
       Other financial liabilities                                                                            0            0

Financial liabilities at amortized cost                                                               88.710.738   74.957.805
      Deposits from central banks                                                                         32.997    1.064.909
      Deposits from credit institutions (note 18)                                                     10.300.991    8.512.365
      Customer deposits (note 19)                                                                     55.092.555   39.130.722
      Marketable debt securities (note 20)                                                            19.507.497   22.812.447
      Subordinated liabilities (note 21)                                                               2.386.629    2.039.698
      Other financial liabilities (note 22)                                                            1.390.069    1.397.664

Adjustments to financial liabilities for macro-hedges (note 10)                                         451.064      452.290

Hedging derivatives (note 11)                                                                           104.315      108.989

Liabilities associated with non-current assets held for sale (note 12)                                        0            0

Insurance contract liabilities (note 23)                                                                177.512      182.186

Provisions (note 24)                                                                                    367.662      313.267
       Provisions for pensions and similar obligations                                                  176.258      189.583
       Provisions for taxes and other legal contingencies                                                27.891       24.440
       Provisions for contingent risks and commitments                                                   91.672       81.183
       Other provisions                                                                                  71.841       18.061

Tax liabilities                                                                                         184.833      178.209
       Current                                                                                           87.297       75.423
       Deferred (note 34)                                                                                97.536      102.786

Other liabilities                                                                                       253.421      214.027

Total liabilities                                                                                     91.410.666   77.525.516
(*) Presented solely for comparison purposes.




                                                                                   4
                               Consolidated balance sheets of Banco Sabadell
                                                    At December 31, 2010 and December 31, 2009
In thousands of euro

Equity                                                                                                2010       2009 (*)

Shareholders' equity (note 27)                                                                    5.978.412     5.226.333
      Share capital                                                                                 157.954       150.000
              Issued                                                                                157.954       150.000
              Less: Uncalled capital                                                                      0             0
      Share premium                                                                               1.465.980     1.373.270
      Reserves                                                                                    3.295.137     2.986.777
              Accumulated reserves (losses)                                                       3.102.097     2.840.566
              Reserves (losses) of entities accounted for by the equity method                      193.040       146.211
      Other equity instruments                                                                      818.714       500.000
              Equity component of compound financial instruments                                    818.714       500.000
              Other equity instruments                                                                    0             0
      Less: Treasury shares                                                                         (25.686)     (138.203)
      Profit (loss) for the period attributed to the parent entity                                  380.040       522.489
      Less: Dividends and remuneration                                                             (113.727)     (168.000)

Valuation adjustments (note 28)                                                                    (323.735)      43.656
       Available-for-sale financial assets                                                         (327.492)      56.734
       Cash flow hedges                                                                              (3.934)     (12.055)
       Hedging for net investments in foreign operations                                                  0            0
       Exchange differences                                                                           1.655       (2.154)
       Non-current assets held for sale                                                                   0            0
       Entities accounted for by using the equity method                                              5.045          140
       Other valuation adjustments                                                                      991          991

Minority interests (note 29)                                                                        33.866         27.381
       Valuation adjustments                                                                         (5.689)       (3.781)
       Other                                                                                        39.555         31.162

Total net equity                                                                                  5.688.543     5.297.370

TOTAL NET EQUITY AND LIABILITIES                                                                 97.099.209    82.822.886



Memorandum items
Contingent risks (Note 30)                                                                        8.310.022     7.658.536

Contingent commitments (note 31)                                                                 16.133.441    17.019.738

(*) Presented solely for comparison purposes.




                                                                                 5
                       Consolidated profit and loss statement of the Banco Sabadell Group
                                                          For the years ended December 31, 2010 and 2009
In thousands of euro

                                                                                                                2010        2009 (*)

Interest and similar income (note 33.a)                                                                    2.644.787      3.166.233

Interest and similar expenses (note 33.a)                                                                  (1.185.671)   (1.565.586)

Net interest income                                                                                        1.459.116      1.600.647

Return on equity instruments                                                                                  16.282         14.598

Share of profit/loss of entities accounted for by using the equity method                                     70.867         71.913

Fee and commission income (Note 33.b)                                                                        570.695       562.247

Fee and commission expenses (Note 33.b)                                                                       (54.233)      (51.083)

Gains and losses on financial operations (net) (Note 33.c)                                                   204.065       248.150
   Held for trading                                                                                           62.324        39.241
   Other financial assets at fair value through profit and loss                                                 (183)            0
   Financial instruments not valued at fair value through profit and loss                                    123.166       199.303
   Other                                                                                                      18.758         9.606

Exchange differences (net)                                                                                    58.655         49.224

Other operating income (Note 33.d)                                                                           100.151       124.180
   Insurance and reinsurance income                                                                           27.848        59.913
   Sales and income from the provision of non-financial services                                              23.907        17.028
   Other operating income                                                                                     48.396        47.239

Other operating expenses (Note 33.e)                                                                         (94.259)     (114.846)
   Insurance and reinsurance contract expenses                                                               (27.808)      (59.818)
   Variation in inventories                                                                                  (21.346)       (2.333)
   Other operating expenses                                                                                  (45.105)      (52.695)

Gross income                                                                                               2.331.339      2.505.030

Administrative expenses (Note 33.f)                                                                        (1.036.055)   (1.036.823)
  Personnel expenses                                                                                         (679.721)     (715.323)
  Other adminstrative expenses                                                                               (356.334)     (321.500)

DEPRECIATION AND AMORTIZATION                                                                               (158.980)     (142.730)

Provisioning expense (net)                                                                                     5.318         36.226

Impairment losses on financial assets (net) (Note 33.g)                                                     (505.761)     (644.556)
   Loans and receivables                                                                                    (395.905)     (225.521)
   Other financial instruments not valued at fair value
   through profit and loss                                                                                  (109.856)     (419.035)

Profit and loss from operating activities                                                                    635.861       717.147
(*) Presented solely for comparison purposes.




                                                                                 6
                       Consolidated profit and loss statement of the Banco Sabadell Group
                                       For the years ended December 31, 2010 and 2009
In thousands of euro

                                                                                           2010       2009 (*)

Impairment losses on other assets (net)                                                  (446.345)   (219.698)
   Goodwill and other intangible assets (note 15)                                            (175)    (43.641)
   Other assets (notes 12, 14 and 16)                                                   (446.170)    (176.057)

Gains/(losses) on disposal of assets not classified as
held not current and for sale (Note 33.h)                                               296.111        83.575

Negative goodwill on business combinations                                                     0            0

Gains (losses) of non-current assets for sale not classified as
discontinued operations                                                                  (21.286)      (9.678)

Income before taxes and discontinued operations                                         464.341       571.346

Corporate income tax                                                                     (81.419)     (45.037)

Income before discontinued operations                                                   382.922       526.309

Profit/(loss) from discontinued operations (net)                                               0            0

Consolidated profit or loss for the year                                                382.922       526.309

   Profit or loss attributable to the parent company                                    380.040       522.489
   Profit attributable to minority interests (note 29)                                    2.882         3.820


   Earnings per share (in euros)                                                            0,32         0,44
   Basic earnings per share considering the effect of the mandatorily
   convertible bonds ( in euro)                                                             0,28         0,41
   Diluted earnings per share (in euros)                                                    0,28         0,41

(*) Presented solely for comparison purposes.




                                                                                 7
                                                    Statements of changes in net equity
                            Approved consolidated statements of income and expense of the Banco Sabadell Group
                                                       For the years ended December 31, 2010 and 2009
In thousands of euro

                                                                                                                      2010                      2009 (*)

Consolidated income/loss for the year                                                                              382.922                      526.309

OTHER RECOGNISED INCOME AND EXPENSES                                                                              (369.299)                     239.492
       Available-for-sale financial assets:                                                                       (551.630)                     275.444
                  Revaluation gains (losses)                                                                      (601.651)                      26.980
                  Amounts transferred to profit and loss account                                                     50.021                     248.464
                  Other reclassifications                                                                                  0                          0
       Cash flow hedges:                                                                                             11.600                      29.909
                  Revaluation gains (losses)                                                                         29.930                      29.909
                  Amounts transferred to profit and loss account                                                    (18.330)                          0
                  Amounts transferred to initial carrying amount of hedged items                                           0                          0
                  Other reclassifications                                                                                  0                          0
       Hedges of net investments in foreign operations:                                                                    0                          0
                  Revaluation gains (losses)                                                                               0                          0
                  Amounts transferred to profit and loss account                                                           0                          0
                  Other reclassifications                                                                                  0                          0
        Exchange differences:                                                                                         5.452                      (3.310)
                  Revaluation gains (losses)                                                                          5.470                      (3.310)
                  Amounts transferred to profit and loss account                                                         (18)                         0
                  Other reclassifications                                                                                  0                          0
       Non-current assets for sale:                                                                                        0                          0
                  Revaluation gains (losses)                                                                               0                          0
                  Amounts transferred to profit and loss account                                                           0                          0
                  Other reclassifications                                                                                  0                          0
       Actuarial gains (losses) on pension plans                                                                           0                          0
       Entities accounted for using the equity method:                                                                4.905                      27.070
                  Revaluation gains (losses)                                                                          4.905                      27.070
                  Amounts transferred to profit and loss account                                                           0                          0
                  Other reclassifications                                                                                  0                          0
       Other recognised income and expense                                                                                 0                      1.417
       Income tax                                                                                                  160.374                      (91.038)

Total recognized income and expense                                                                                 13.623                      765.801

Attributed to the parent company                                                                                    12.649                      759.359
Attributable to minority interests                                                                                     974                        6.442

(*) Presented solely for comparison purposes.
The revenue and expense statement together with the consolidated total changes in equity Consolidated Banco Sabadell make up the statement of
changes in net equity.




                                                                              8
                                                                                      Statements of changes in net equity
                                                                        Full statement of changes in consolidated net equity of Banco Sabadell
                                                                                           For the years ended December 31, 2010 and 2009
In thousands of euro
                                                                                                                Equity attributed to the parent entity
                                                                                                        Own funds

                                                                                                                                      Profit
                                                                                     Reserves                                                                                                                              Total

                                                                                                                                     for the
                                                                                                                                                                  Total own Adjustment
                                              Capital /   Premium     Reserves       (Losses)            Other               Less:    period       Less:              funds        s to     Total            Minority NET equity
                                              Endowm                                                                           own attributed
                                              ent           issue      (Losses)      of entities       instruments           funds      to    dividends and                   Valuation                 interests
                                              Fund                   accumulated     valued by            equity                   the parent Remuneration
                                                                                       Equity
                                                                                      method                                         company


FINAL BALANCE AS OF 31/12/2009                150.000 1.373.270        2.840.566        146.211            500.000 (138.203)          522.489      (168.000)      5.226.333     43.656 5.269.989              27.381      5.297.370
Adjustments due to changes in
accounting policies                                   0         0                0                 0                 0           0             0             0            0          0              0                 0            0
Adjustments due to errors                             0         0                0                 0                 0           0             0             0            0          0              0                 0            0

Adjusted opening balance                      150.000 1.373.270        2.840.566        146.211           500.000        (138.203)    522.489      (168.000)      5.226.333     43.656 5.269.989              27.381      5.297.370
Total recognized income and expense                   0         0                0                 0              0              0    380.040                0     380.040 (367.391)        12.649                  974     13.623
Other changes in equity                          7.954     92.710       261.531           46.829          318.714         112.517 (522.489)              54.273    372.039           0     372.039              5.511      377.550

Increases in capital-endowment fund              7.954    228.874                0                 0                 0           0             0             0     236.828           0     236.828                    0    236.828

Capital decreases                                     0         0                0                 0                 0           0             0             0            0          0              0                 0            0

Conversion of financial liabilities into
                                                      0         0                0                 0                 0           0             0             0            0          0              0                 0            0
equity
Increases in other instruments
                                                      0         0       (30.083)                   0       325.471               0             0             0     295.388           0     295.388                    0    295.388
equity
Reclassification of liabilities to
                                                      0         0                0                 0                 0           0             0             0            0          0              0                 0            0
other equity instruments
Distribution of dividends/
                                                      0   (93.392)               0                 0                 0           0 (168.000)             54.273   (207.119)          0    (207.119)                   0   (207.119)
Remuneration to equity shareholders
Transactions in equity
                                                      0         0          8.179                   0        (1.625)       112.517              0             0     119.071           0     119.071                    0    119.071
intruments (net)
Transfers between
                                                      0         0       307.660           46.829                     0           0 (354.489)                 0            0          0              0                 0            0
 equity
Increases (Decreases) due to
                                                      0         0                0                 0                 0           0             0             0            0          0              0                 0            0
business combinations

Discretionary allocation to social projects
and funds
                                                      0         0                0                 0                 0           0             0             0            0          0              0                 0            0

Equity settled payments                               0         0                0                 0                 0           0             0             0            0          0              0                 0            0

Other increases (reductions) in
                                                      0   (42.772)      (24.225)                   0        (5.132)              0             0             0     (72.129)          0     (72.129)             5.511      (66.618)
equity

Closing balance at 31/12/2010                 157.954 1.465.980        3.102.097        193.040            818.714        (25.686)    380.040      (113.727)      5.978.412 (323.735) 5.654.677               33.866      5.688.543




                                                                                                                         9
                                                                                        Statements of changes in equity
                                                                           Statement of changes in consolidated equity of Banco Sabadell
                                                                                          For the years ended December 31, 2009 and 2008
In thousands of euro
                                                                                                               Equity attributed to the parent entity
                                                                                                       Own funds


                                                                                                                                       Profit
                                                                                    Reserves                                                                                                                            Total

                                                                                                                                      for the
                                                                                                                                                                 Total own Adjustment                                    NET
                                              Capital /   Premium    Reserves       (Losses)             Other               Less:     period       Less:            funds        s to     Total            Minority capitalequity
                                              Endowm                                                                           own attributed
                                              ent           issue     (Losses)      of entities       instruments            funds      to    dividends and                  Valuation                 interests
                                              Fund                  accumulated     valued by         capitalequity                the parent Remuneration
                                                                                      Equity
                                                                                     method                                           company



FINAL BALANCE AS OF 31/12/2008                150.000 1.373.270       2.539.396        107.301                        0    (22.665)    673.835      (193.921)    4.627.216 (193.214) 4.434.002               14.063    4.448.065
Adjustments due to changes in
accounting policies                                   0         0               0                 0               0              0              0           0            0          0              0               0             0
Adjustments due to errors                             0         0               0                 0               0              0              0           0            0          0              0               0             0

Adjusted opening balance                      150.000 1.373.270       2.539.396        107.301                   0         (22.665)    673.835      (193.921)    4.627.216 (193.214) 4.434.002               14.063    4.448.065
Total recognized income and expense                   0         0               0                 0              0               0     522.489              0     522.489    236.870      759.359              6.442     765.801
Other changes in net equity                           0         0      301.170           38.910           500.000         (115.538) (673.835)           25.921     76.628           0      76.628              6.876      83.504

Increases in capital-endowment fund                   0         0               0                 0              0               0              0           0            0          0              0               0            0

Capital decreases                                     0         0               0                 0              0               0              0           0            0          0              0               0            0

Conversion of financial liabilities into
                                                      0         0               0                 0              0               0              0           0            0          0              0               0            0
equity
Increases in other equity instruments
                                                      0         0        (6.949)                  0       500.000                0              0           0     493.051           0     493.051                  0     493.051



Reclassification of liabilities
                                                      0         0               0                 0              0               0              0           0            0          0              0               0            0
to other equity instruments
Distribution of dividends/
                                                      0         0               0                 0              0               0 (337.921)            25.921   (312.000)          0    (312.000)                 0   (312.000)
Remuneration to equity shareholders
Transactions in equity
                                                      0         0        11.416                   0              0        (115.538)             0           0    (104.122)          0    (104.122)                 0   (104.122)
intruments (net)
Transfers between net
                                                      0         0      297.004           38.910                  0               0 (335.914)                0            0          0              0               0            0
 equity
Increases (Decreases) due to
                                                      0         0               0                 0              0               0              0           0            0          0              0               0            0
business combinations
Discretionary allocation to social projects
and funds
                                                      0         0               0                 0              0               0              0           0            0          0              0               0            0

Equity settled payments                               0         0               0                 0              0               0              0           0            0          0              0               0            0
Other increases (reductions)
                                                      0         0         (301)                   0              0               0              0           0        (301)          0        (301)             6.876       6.575
Net equity

FINAL BALANCE AS OF 31/12/2009                150.000 1.373.270       2.840.566        146.211             500.000 (138.203)           522.489      (168.000)    5.226.333     43.656 5.269.989              27.381    5.297.370

Presented solely for comparison purposes
The revenue and expense together with the audited consolidated total changes in equity Consolidated Banco Sabadell make up the statement of changes in equity.




                                                                                                                      10
                                                         Statements of consolidated cash flows Banco Sabadell
                                                                             For the years ended December 31, 2010 and 2009
In thousands of euro

                                                                                                                                2010      2009 (*)

Cash flows from operating activities                                                                                      (484.177)      (496.267)

 Consolidated profit/loss for the year                                                                                    382.922         526.309

 Adjustments for Obtaining cash flow from operating activities                                                             (165.420)      (57.852)
        AMORTIZATION                                                                                                        158.980       142.730
        Other adjustments                                                                                                 (324.400)      (200.582)

 Net increase / decrease in operating assets                                                                             4.350.695       2.662.235
       Financial liabilities held for trading                                                                              86.338         (156.550)
       Other financial assets at fair value with changes in profit or loss                                                  (4.674)         20.433
       Available-for-sale financial assets                                                                              1.384.651        2.082.418
       Loans and receivables                                                                                            3.010.579          148.160
       Other operating assets                                                                                            (126.199)         567.774

 Net increase/decrease in operating liabilities:                                                                         3.672.656       1.689.463
       Financial liabilities held for trading                                                                             (31.171)        (123.514)
       Other financial liabilities at fair value through profit or loss                                                         0                0
       Financial liabilities at amortized cost                                                                          3.723.241        1.663.021
       Other operating liabilities                                                                                        (19.414)         149.956

 Billing / Payment of income tax                                                                                              (23.640)       8.048

Cash flows from investing activities                                                                                      128.914        (161.638)

 Payments                                                                                                                  323.375        442.850
  (-) Tangible assets                                                                                                     130.915         317.081
  (-) Intangible assets                                                                                                    48.766          53.749
  (-) Investments                                                                                                          26.352          72.020
  (-) Subsidiaries and other business units                                                                               117.342               0
  (-) Non-current assets and associated liabilities for sale                                                                    0               0
  (-) Held-to-maturity investment portfolio                                                                                     0               0
  (-) Other payments related to investing activities                                                                            0               0

 Receivables                                                                                                               452.289        281.212
 (+) Tangible assets                                                                                                      441.843         246.182
 (+) Intangible assets                                                                                                        751           8.614
 (+) Investments                                                                                                            9.695          26.416
 (+) Subsidiaries and other business units                                                                                      0               0
 (+) Non-current assets and associated liabilities for sale                                                                     0               0
 (+) Held-to-maturity investment portfolio                                                                                      0               0
 (+) Other receivables related to investment activities                                                                         0               0

(*) Presented solely for comparison purposes.




                                                                              11
                                                      Statements of consolidated cash flows Banco Sabadell
                                                                         For the years ended December 31, 2010 and 2009
In thousands of euro

                                                                                                                          2010     2009 (*)

Cash flows from financing activities                                                                                  (215.103)    122.801

 Payments                                                                                                             629.808     1.201.989
  (-) Dividends                                                                                                       113.936       312.000
  (-) Subordinated liabilities                                                                                              0       467.145
  (-) Redemption of own equity instruments                                                                                  0             0
  (-) Acquisition of equity instruments                                                                               492.359       422.844
  (-) Other payments relating to financing activities                                                                  23.513             0

 Receivables                                                                                                          414.705     1.324.790
 (+) Subordinated liabilities                                                                                          11.409       500.000
 (+) Own equity instruments issued                                                                                          0       500.000
 (+) Disposal of own equity instruments                                                                               403.296       307.306
 (+) Other proceeds related to financing activities                                                                         0        17.484

Effect of exchange rate changes                                                                                           3.809     (2.312)

Increase / (decrease) in cash and cash equivalents                                                                    (566.557)   (537.416)

Cash and cash equivalents at beginning of period                                                                    1.820.157     2.357.573

Cash and cash equivalents at end of period                                                                          1.253.600     1.820.157



PRO-MEMORIA

CASH AND CASH EQUIVALENTS AT END OF PERIOD
() Cash and cash equivalents                                                                                          233.819       223.687
(+) Cash equivalent balances in central banks                                                                       1.019.781     1.596.470
(+) Other financial assets                                                                                                  0             0
Less: Reimbursable bank overdrafts on demand                                                                                0             0

Total cash and cash equivalents, end of period
        of which: consolidated entities held but not available at the group                                                  0           0
(*) Presented solely for comparison purposes.




                                                                          12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK GROUP SABADELL

For the years ended December 31, 2010 and December 31, 2009

NOTE 1 - BUSINESS, ACCOUNTING POLICIES AND PRACTICES
Activity

Banco de Sabadell, SA (hereinafter, also Banco Sabadell or bank) with registered offices in Sabadell, Placa de
Sant Roc, 20, whose corporate purpose is the development of banking and is subject to the rules and
regulations of the banks operating in Spain.

The bank is the parent company of a group of entities (see Annex I) whose activity, directly or indirectly and
which, together with him, Banco Sabadell (hereinafter the Group).

Basis of presentation

On January 1, 2005 came into force the obligation to prepare consolidated accounts in accordance with
International Financial Reporting Standards adopted by the European Union (hereinafter EU-IFRS) for entities
whose securities as of the date of closure of its balance sheet, were admitted to trading on a regulated market
in any Member State in accordance with the provisions of Regulation 1606/2002 of 19 July, the European
Parliament and the Council.

The Bank of Spain issued Circular 4 / 2004, on "Standards of public and confidential financial information and
sample financial statements of credit institutions, with a view to changing the accounting treatment of such
institutions, adapting to IFRS EU. After its publication, this circular has been partly amended by Circular 6 /
2008 (November 26), Circular 2 / 2010 (January 27), Circular 3 / 2010 (June 29) and Circular 8 / 2010 (30
December), all of Bank of Spain.

The consolidated annual accounts 2010 of the group have been prepared in accordance with IFRS-EU, so that
they present fairly the consolidated equity and consolidated financial position of the group and the
consolidated results of its operations, the income and expenses, changes in consolidated equity and
consolidated cash flows. The consolidated financial statements do not differ significantly from those obtained
prepared in accordance with Circular 4 / 2004 of 22 December, the Bank of Spain. There is no beginning and
accounting standard or mandatory endpoint, a significant effect was no longer applied in their preparation,
including in this note summarizes the principles and accounting standards and the most significant evaluation
criteria applied in these consolidated financial statements.

The information contained in these consolidated financial statements are the responsibility of the directors of
the parent company of the group. The consolidated financial statements for the year 2010 the group have been
made by the directors of Banco Sabadell in the meeting of the Board of Directors on January 27, 2011 and
pending approval by the Shareholders of the same, which expected to pass without significant changes.

These consolidated financial statements, unless otherwise stated, are in thousands of euros.

                                                        13
Standards and interpretations issued by International Accounting Standards Board (hereafter, IASB) came into
force in the year 2010

In fiscal 2010 have entered into force the following amendments to International Financial Reporting Standards
(hereafter IFRS) and interpretations thereof (hereinafter, IFRIC) as adopted in the group had no significant
impact on these consolidated consolidated financial statements:

Rules and amendments to rules                                                                 Mandatory application in the year 2010

Improvements to IFRS                               Second annual improvements project of IFRS (April 2009)
IFRS 1 (revised) IFRS                              Additional exemptions for entities adopting IFRS for the first time based payment
2 (amendment) IFRS                                 transactions in cash-settled share group Business Combinations
3 (revised)                                        Consolidated and separate financial statements
IAS 27 (Amendment)                                 designated as hedged items
IAS 39 (Amendment)                                 Service concession agreements and subsequent amendment to IFRS 1, IFRIC 14
                                                   and SIC 29
IFRIC 12
                                                   Agreements for the construction of real estate
IFRIC 15                                           Hedges of net investment in a foreign operation nonmonetary
IFRIC 16                                           asset distribution to shareholders transfer customer assets
IFRIC 17
IFRIC 18


Standards and interpretations issued by the IASB does not force

At December 31, 2010, the following standards and interpretations were published by the IASB but not yet in
force, either because their effective date is later than the date of the consolidated financial statements either
because they have not been approved by the European Union.

The group has assessed the impacts resulting from this and decided not to exercise the option of early
implementation, where it was possible, given their immateriality.

Rules and amendments to rules                                                                             Mandatory as from the financial year

IAS 24 (Amendment)                          Disclosure of related parties                                                               2011
                                            Financial instruments: Presentation - Classification of issues
IAS 32 (Amendment)                                                                                                                      2011
                                            rights
                                            Limited exemption to relieve comparative information under IFRS
IFRS 1 (amendment)                                                                                                                      2011
                                            7 for first-time adopters
                                            The boundary of a defined benefit asset, obligation to maintain
IFRIC 14 (amended)                                                                                                                      2011
                                            a minimum level of funding and their interaction

IFRIC 19                                    Extinction of financial liabilities equity instruments                                      2011

IAS 12 (Amendment) (1)                      Income tax                                                                                  2012
                                                                                                                                      Diverse
Improvements to IFRS (1)                    Third annual improvements project of IFRS (May 2010)
                                                                                                                                   from 2011
                                            Disclosure - Transfers of financial assets
IFRS 7 (modified) (1)                                                                                                                   2012
                                            (October 2010)
IFRS 9 (2)                                  Financial instruments                                                                       2013

(1) Standards and interpretations not yet adopted by the EU on December 31, 2009.
(2) Pending endorsement.




                                                                         14
Accounting principles and criteria applied

The principles, accounting standards and the most significant evaluation criteria applied to the preparation of
these consolidated financial statements are described below:

a) Basis of consolidation

In the consolidation process differs between subsidiaries, joint ventures and associates.

Subsidiaries are those on which the bank is able to exercise control and therefore, in conjunction with this, a
decision unit. This ability to exercise control is, in general, although not exclusively, to maintain a direct or
indirect participation of more than 50% of the voting rights of the investee. Control is understood as the power
to govern the financial and operating policies of an investee to obtain benefits from its activities and may be
exercised but not maintain the percentage interest shown above.

Therefore, the group includes all subsidiaries which, together with the bank, a decision unit. These companies
have been consolidated by the global integration method. The minority interest in equity of the group is shown
under minority interests in the balance sheet and the profit or loss attributable to them are shown under the
profit attributable to minority interest and loss account profits.

The consolidation of the results generated by the acquired entities in the exercise group performed taking into
account only those relating to the period between the date of acquisition and year-end. The consolidation of the
results generated by the entities divested by the exercise group performed taking into account only those
relating to the period between the beginning of the year and date of sale.

Jointly controlled entities are those that are controlled jointly by the group and one or more other entities not
connected with the group. They perform operations or hold assets so that any strategic financial and operating
affecting them requires the unanimous consent of all stakeholders. The jointly controlled entities have been
consolidated following the proportional method.

Partners are those on which the group can exercise significant influence can be seen, in general, although not
exclusively, to maintain an interest, directly or indirectly, 20% or more of the voting rights. In the consolidated
accounts, investments in associates are accounted for using the equity method, ie the fraction of the net assets
of the group's participation in its capital after taking into account the dividends received therefrom and other
equity eliminations.

In the process of consolidation have removed all balances and transactions between group companies in the
corresponding proportion in terms of consolidation method applied.


                                                       15
In Note 2 includes information on more significant acquisitions and disposals that have taken place during the
year.

b) accrual

These annual accounts except, where appropriate, in relation to the consolidated statements of cash flows
have been prepared based on the actual flow of goods and services, regardless of the date of payment or
collection.

c) Use of judgments and estimates in the preparation of financial statements

The preparation of the consolidated financial statements requires the use of certain accounting estimates. It
also requires the Department holding the trial in the process of applying accounting policies of the group. Such
estimates can affect the amount of assets and liabilities and disclosure of assets and liabilities at the date of
the annual accounts and the amount of revenues and expenses during the same period. The principal
estimates relate to the following:

-    Losses from impairment of certain financial assets (Notes 1.e, 4, 5, 6, 8 and 12).
-    The assumptions used in calculating actuarial liabilities and post-employment benefits, as well as those
     used in the calculation of insurance contract liabilities (notes 1.q, 1.s, 23 and 24).
-    The useful life of tangible and intangible assets (note 1j, 1.m, 14 and 15).
-    The valuation of goodwill on consolidation (note 1.my 15).
-    The fair value of unlisted financial assets (note 1.d, 5 and 6).
-    The fair value of real estate assets held on balance sheet (note 1h, 1j, 1n, 12, 14 and 16).

Although estimates are based on the best knowledge of the Directorate of current and foreseeable
circumstances, actual results may differ from these estimates.

d) Assessment and registration of financial instruments

As a general rule, purchases and sales of financial assets recorded in the balance of the group, using the
settlement date.

According to the methods applied in the financial instruments are distinguished the following categories:

Financial assets held for trading
The trading portfolio comprises assets and liabilities that were acquired or issued with the aim of realizing
short-term or restore control, are part of a portfolio of identified financial instruments managed jointly for that
recent performances have been made to obtain short-term profits or are instruments that do not meet the
definition of financial guarantee contracts are designated as hedging instruments.

Such financial instruments are valued at fair value. The fair value is a financial asset at a specified date the
amount for which could be exchanged between interested parties duly informed in a transaction at arm's length
transaction. The best evidence of fair value is the quoted price in an active market which corresponds to an
organized, transparent and deep.

When there is no market price for a particular financial asset, are used to estimate fair value established in
recent transactions involving similar instruments and, failing that, to models of valuation techniques. They also
take into account the specific peculiarities of the asset to be measured and, particularly, the various types of
risks that financial asset associated with it. However, because of limitations of valuation models developed and
the possible inaccuracies in the assumptions required by these models may lead to the estimated fair value
and a financial asset does not coincide exactly with the price at which it could be bought or sold on the date of
valuation.



                                                       16
The changes in fair value are recorded directly in the profit and loss account, distinguishing, for non-derivative
instruments, including the accrued income attributable to the instrument, which is recorded as interest or
dividends depending on their nature and the rest, which are recorded as financial transactions.

Other financial assets and liabilities at fair value through profit and loss
This category includes financial instruments designated on initial recognition, are considered hybrid financial
instruments and are fully valued at fair value. It also includes financial assets that are managed jointly with
insurance contract liabilities measured at fair value or financial derivatives whose purpose and effect of
reducing its exposure to changes in their fair value or that are managed jointly with financial liabilities and
derivatives in order to significantly reduce overall exposure to interest rate risk. Are valued and recorded in the
same way assets and liabilities included in the trading book. Does not include equity instruments whose fair
value can not be reliably estimated.

Available-for-sale financial assets
This category includes debt securities and equity instruments not classified as held to maturity, other financial
assets at fair value through profit or loss, as loans and receivables or as held for trading or entities that are not
subsidiaries, associates or jointly controlled.

Financial assets available for sale are measured at fair value. The changes in value are recorded, net of tax,
temporarily under valuation adjustments in consolidated equity unless they come from exchange differences
arising from monetary financial assets. The amounts included under valuation adjustments remain part of
consolidated equity until such time as the decline in the balance sheet of assets in which they originated, when
they are written off to the profit and loss account .

Loans and receivables
Loans and receivables include financial assets, not traded in an active market or is mandatory measured at fair
value, cash flows are fixed or determinable and which will recover all disbursements made by the group,
excluding the reasons attributable to the debtor's solvency. It includes both investment from typical credit
activity, such as the amounts of cash disposed and carryforwards from customers on loan or deposit provided
to other entities, regardless of legal instruments, and securities unlisted debt and the debts incurred by the
purchasers of goods or users of services, which constitute the group's business.

Are valued at amortized cost, meaning the cost of acquisition of financial assets adjusted for principal
repayments and the party charged in the profit and loss account, the method using the effective interest rate,
the difference between the initial cost and the appropriate redemption value at maturity, less any impairment
losses recognized directly as a reduction in the amount of assets or through an allowance account of its value.
In the event that operations are covered in fair value hedges are recorded variations that occur in fair value
related to the risk or risks covered by such hedging transactions.

                                                        17
The effective interest rate is the rate that exactly matches the value of a financial instrument with estimated
cash flows over the expected life of the instrument, based on their contractual terms such as prepayment
options, but losses regardless of future credit risk. Where variable-rate financial instruments are concerned, the
effective interest rate coincides with the current rate of return for all purposes until the first revision of the
reference interest rate. In the financial instruments to variable interest rates, the effective interest rate
coincides with the rate of return prevailing in all connections until the next revision of the reference interest
rate that is to take place.

Accrued interest is recorded as calculated by the method of effective interest rate on the profit and loss
account in the chapter of interest and similar income.

Financial liabilities at amortized cost
Financial liabilities at amortized cost under financial liabilities that do not fit in the remaining chapters of the
consolidated balance sheet and respond to the typical activities of raising funds from financial institutions,
whatever their form of manipulation and its term expiration.

Included in this category, the capital of a financial liability that corresponds to the amount of financial
instruments issued by the group, having the legal status of capital, fail to meet the requirements to qualify as
equity. Basically they are the shares issued that do not incorporate political rights and whose profitability is set
to feature an interest rate fixed or variable.
In relation to financial instruments at fair value valuations reflected in the financial statements are classified
using the following hierarchy of fair values:

-    Level I: the fair values are obtained from quoted prices (unadjusted) in active markets for the same
     instrument.
-    Level II: the fair values are obtained from quoted prices in active markets for similar instruments, prices of
     recent transactions or expected cash flows or other valuation techniques in which all significant inputs are
     based on observable market data directly or indirectly.
-    Level III: the fair values are derived from valuation techniques in which any significant input is not based
     on observable market data.

e) Impairment of financial assets

The carrying value of financial assets are generally adjusted with a charge to the profit and loss when there is
objective evidence that there has been an impairment loss. In the case of debt, defined as loans and debt
securities, means that there is impaired when, after initial recognition event occurs or there is the combined
effect of several events which have a negative impact on its cash flows future cash. In the case of equity
instruments, it is understood that impairment exists when, after initial recognition event occurs or there is the
combined effect of various events which have not be able to recover their carrying value.

Items valued at amortized cost
Holdings of debt, contingent liabilities and contingent commitments, whatever, instrumentation or warranty, are
analyzed to determine the credit risk you are exposed to the group and to estimate the coverage needs of
impairment in value. For the preparation of the consolidated financial statements, the Group classifies its
operations in terms of its credit risk by analyzing, separately, the risk of default attributable to the customer
and country risk which, if any, are exposed.

Objective evidence of impairment is determined individually for all debt instruments that are significant and
individually or collectively for groups of debt instruments that are not individually significant. When a particular
instrument can not be included in any group of assets with similar risk characteristics will be analyzed only on
an individual basis to determine if it is damaged and, where appropriate, to estimate the impairment loss.



                                                        18
These instruments are classified according to the insolvency risk attributable to the client or the operation in
the following categories: standard risk, risk, substandard, doubtful risk because of customer arrears, doubtful
risk for reasons other than customer arrears and risk failure. For debt instruments not classified as standard
risk, we estimate the specific coverage required by deterioration, taking into account the age of the unpaid
amounts, type and value of the guarantees provided and the economic situation of the client and, where
appropriate, the guarantors. This estimate was made based on the default calendar prepared by the Bank of
Spain from the experience and information sector has, all in accordance with the provisions of Circular 3 /
2010 Bank of Spain.

For the same instruments, is performed similar analysis to determine your credit risk because of country risk.
Country risk means the risk associated to clients residing in a particular country for reasons other than normal
commercial risk.

The extension or retooling of operations are not interrupted their delays and in case of operations classified as
uncertain risk prior to the extension or retooling, not result in the reclassification of the categories of normal or
substandard risk, unless there is a reasonable certainty that the client can meet your payment schedule or
provide new effective safeguards, and in both cases, be collected at least ordinary interest receivable, without
taking into account the default interest .

In addition to these specific coverage, the group covered up the losses incurred for debt instruments classified
as normal risk by group coverage. This group coverage is made taking into account the historical experience of
impairment and other circumstances known at the time of evaluation and correspond to the inherent losses
incurred at the date of the financial statements, calculated using statistical methods, which are yet to be
assigned to specific operations.

In this sense, the group has used since it does not have enough historical experience and its own statistics
about the parameters established by the Bank of Spain. This method of determining the coverage of
impairment losses incurred in debt instruments is done by applying varying percentages depending on the
classification of such debt instruments within the normal risk in the following subcategories: no appreciable
risk, low risk, medium-low risk, medium risk, medium-high and high risk.

Operations classified as substandard risk are analyzed to determine their coverage will necessarily be superior
to the general allowance that would correspond to be classified as normal risk. In addition, net provisions are
made in the period in which an operation is classified in this class must be higher than the allocations that
should be made to keep the operation as normal risk.

The recognition in the consolidated income statement of the accrual of interest on the basis of contract terms
is interrupted for all debt instruments individually classified as impaired and for those for which they had
calculated collectively for impairment losses on amounts due have are older than three months.




                                                        19
Instruments available for sale
The amount of impairment losses incurred in debt securities and equity instruments included under financial
assets available for sale equals the positive difference between acquisition cost, net of any repayment of
principal, and its value value less any impairment loss previously recognized in the consolidated profit and loss.

When there is objective evidence that the decline in fair value attributable to impairment, the unrealized losses
recognized directly under valuation adjustments in equity are recorded immediately in the profit and loss
account. If, after recovering all or part of the impairment loss amount is recognized, in the case of debt
securities in the profit and loss account of the recovery period and, in the case of capital instruments in the
heading of valuation adjustments in equity.

To conclude on the existence of objective evidence of impairment of debt instruments listed and unlisted, the
group discusses the existence of any event causing loss. In particular, we analyze the significant financial
difficulties of the issuer or obligor; breaches of contract, such as default or delinquency in the payment of
interest or principal, if the holder of the debt instrument, for economic or legal reasons related financial
difficulties of the issuer, gives the holder concessions or benefits that would not otherwise consider; increase
the likelihood that the issuer enters into bankruptcy or in any other situation of financial reorganization, the
disappearance of an active market for the asset financial issue, due to financial difficulties, and the credit
downgrade, which could be indicative of impairment when considered in conjunction with other information
such evidence available.

In the case of listed equity instruments, we analyze whether a significant or prolonged decline in fair value of an
investment below its cost is objective evidence of impairment. For the calculation of valuation adjustments in
equity are used as fair value, in general, the share price. In order to determine when there is objective evidence
that the decline in the value due to deterioration, in the case of clearly exceptional circumstances exist in
markets that set the prices, we analyze the effects of price movements arising from general separately from
market movements that respond to factors specific to the issuer of the equity instrument. In the event that no
exceptional circumstances of the market but there are declines in the price of the equity instrument, assesses
the period in which the persistence of trading below book value by a significant percentage should be
considered as objective evidence of deterioration for the title. If there are no specific criteria can handle, the
approach is to use a period (18 months) and a standard benchmark (40%). Also an analysis, not yet market
exceptional reasons exist, whether there are objective reasons to believe that the share price does not reflect
fair value and, therefore, is not a valid scale to quantify a potential deterioration. Objective reasons in this case
can be related to a very small free float, long speculative activities on the value of the action, etc., Reasons all
of which can distort the share price.

In the case where there are exceptional circumstances of the market, the analysis of separation of market
factors including whether there has been global changes in the levels of risk aversion, they have changed the
valuation methods used by securities analysts and investors, if they have changed a mass character multiplier
levels implicit in the prices or cross-impact events occur between equity markets and fixed income effects on
prices. If such circumstances occur, we try to assess what has been the reaction differential value relative to
general movements in their sector and the market. To do this, we apply a discounted cash flow analysis based
on information known to the issuer of the security and assessing how it will affect your bottom line in future the
new situation. This analysis is done from the first time that exceptional circumstances detected without waiting
for any period established standard. If in addition to structural damage and that there are in the balance, either
surfaced or latent, the amount is fully aligned with the value resulting from the above analysis.

Another method used for valuing such instruments, provided the exceptional conditions are met above, is
based on the use of variables and / or directly observable market data such as a Net Asset Value published.


                                                        20
In relation to unquoted equity instruments, the analysis is performed to conclude on the need of any effect is
based on the use of comparable data and similar issuers sectoral multipliers operating in the market.

Other equity instruments
Impairment losses on equity instruments measured at acquisition cost correspond to the difference between
book value and present value of expected future cash flows discounted at the market rate of return for similar
securities. Such impairment losses are recorded in the consolidated income statement for the period in which
there are direct reduction of the cost of financial asset, but the amount can be recovered except in case of sale.

In the case of investments in jointly controlled entities and associates, the group estimates the amount of
impairment losses by comparing its recoverable amount with its carrying amount. Such impairment losses are
recorded in the consolidated income statement for the period in which they occur and subsequent recoveries
are recorded in the profit and loss account of the recovery period.

f) Transfers and derecognition of financial instruments

Financial assets are derecognised only the balance sheet when you have extinguished the cash flows
generated or have been substantially transferred to third parties that carry risks and benefits involved.
Similarly, financial liabilities occur only derecognised when the obligations are extinguished or generated when
purchased with the intention to cancel or relocate again.

In footnote 9 details the transfer of assets into force in the year-end 2010 and 2009, indicating that it led to a
lower balance sheet.

g) Derivatives

Financial derivatives are instruments that, in addition to providing a loss or gain, may allow, under certain
conditions, to offset all or part of the credit and / or market related to balances and transactions, using types of
underlying elements interest, certain indices, the prices of certain stocks, the cross-rates of different currencies
or other similar references. The group uses financial derivatives traded on organized exchanges or in bilateral
talks with counterparts outside organized markets (OTC).

Financial derivatives are used to deal with customers who request them for the risk management of the group's
own positions (hedging derivatives) or to benefit from changes in the prices of the same. Financial derivatives
can not be treated as a hedge are treated as trading derivatives. The conditions for a financial derivative can be
considered as a hedge are:

-   The financial derivative should cover the risk of changes in value of assets and liabilities due to interest
    rate fluctuations and / or the exchange rate (fair value hedge), the risk of changes in estimated cash flows
    originating assets and liabilities, commitments and highly probable forecast transactions (cash flow hedge)
    or the risk of the net investment in a foreign operation (net investment hedge in foreign operations.)

                                                        21
-   The financial derivative should effectively remove any risk inherent in the hedged item or position during
    the entire prescribed period of coverage. Therefore be effective prospectively, effective at the time of the
    hedge effectiveness under normal conditions and retrospective, sufficient evidence that the effectiveness
    of the hedge is maintained throughout the life of the hedged item or position.

-   Must be adequately documented that the recruitment of financial derivatives held specifically to provide
    coverage of certain balances or transactions and how they thought the coverage available and effective
    measure, provided that this is consistent with the management of own risks out the group.

The effectiveness of hedging derivatives hedging is defined as properly documented through the tests of
effectiveness, which is the tool that proves that the differences produced by changes in fair value between the
hedged item and hedging parameters are kept reasonable over the life of the transactions, fulfilling the
expectations set at the time of recruitment. If this is not so at some point, all operations associated with the
group coverage would be negotiation and properly valued in the balance.

In the case of microcoberturas, is considered to be highly effective if, at the beginning and throughout his life,
the institution can expect prospective changes in the fair value or cash flows of the hedged item that are
attributable to the hedged risk are offset almost entirely by changes in fair value or cash flows of the hedging
instrument, and in retrospect the results of the hedge are within a range of variation of 80% to 125% the
outcome of the hedged item.

In the case of macro-hedging, the effectiveness is measured by comparing the amount of the net position of
assets and liabilities of each of the time periods covered by the amount designated for each of them. In this
sense, there is only inefficiencies in coverage when, after review, the amount of the net position of assets and
liabilities is less than the amount covered, the ineffective portion recorded immediately in the profit and loss
account.

The coverage applies to individual elements or balances (microcoberturas) or portfolios of assets and liabilities
(macro-hedging). In the latter case, all assets and liabilities to cover share the same risk, meaning that is met
when the sensitivity to interest rate changes of individual items covered is similar.

Financial derivatives embedded in other financial instruments or other host contracts are accounted for
separately as derivatives if their risks and characteristics are not closely related to those of host contracts and
that those prime contracts are not classified under the headings of trading and other assets or financial
liabilities at fair value through profit or loss.

Valuation
The fair value of financial derivatives, market price in an active market is the daily trading price.
For instruments in which contributions can not be observed, the estimate is made of the price using internal
models developed by the bank, which used in most cases the data based on observable market parameters as
significant inputs, and in the other cases, using other inputs that depend on assumptions own collecting
practices commonly accepted by the financial community.

The main valuation techniques used by the group at 31 December 2010para determine the fair value of
financial instruments are as follows:

• In the valuation of financial instruments of the type Swaps, Cross Currency Interest Rate Swaps Swaps and
Call Money is used discounted cash flow method. The expected future cash flows are discounted using the
interest rate curve of the corresponding currency. Rate curves are observable in the markets.


                                                       22
• In the valuation of financial instruments structured type options on stocks, indices or exchange rates are
used, usually, the Black-Scholes model, can also use the Binomial Tree model for certain cases. Observable
inputs are used for market factors such as exchange rates, interest rate curves and unobservable inputs such
as volatility and correlation coefficients.

• In the valuation of financial instruments on interest rate, such as caps and floors, using the Black-Scholes
model (plain vanilla options), for structured instruments used the Hull-White model. The main inputs used in
these models are mainly observable market data, including those for interest rate curves, volatility and
exchange rates.

Pricing models do not incorporate significant subjectivity, as these methodologies can be adjusted and
calibrated, if necessary, by internal calculation of fair value and subsequent comparison with the corresponding
active trading price.

Accounting of the microcoberturas
In the financial instruments designated as hedged and hedge accounting, gains and losses are recognized
taking into account the following criteria:

-   In fair value hedges, the changes in both the hedged items in the items covered in regard to hedged, are
    recognized directly in profit and loss account.

-   Measurement differences for the inefficient operations cash flow hedges are taken directly to the profit and
    loss account.

-   In cash flow hedges, the valuation differences arising on the effective coverage of the hedging are recorded
    temporarily under valuation adjustments in equity. Measurement differences are not recognized as income
    until the gain or loss on the hedged item is recognized in the income statement or until the expiration date
    of the hedged item.

-   Hedges of net investment in a foreign operation are recorded using the following criteria:

    1.    The gain or loss attributable to the hedging instrument rated as effective hedge is recognized directly
          in a game of valuation adjustment of equity through the statement of changes in equity. The rest of
          the instrument gain or loss is recognized immediately in the profit and loss account.

    2.    The amounts of gains and losses on hedging instruments recognized directly in equity item remain on
          that heading until they are sold or derecognised cause, when they are recorded in the profit and loss
          account.




                                                      23
Accounting of the macro-hedging
The macro-fair value of interest rate risk of a portfolio that are highly effective are recorded as follows:

    a) Hedges: the gain or loss arising in valuing financial derivatives at fair value are recognized immediately
       in the profit and loss account.
    b) Amount covered: gains or losses from changes in fair value of the hedged amount attributable to the
       hedged risk are recognized directly in profit and loss account using as compensatory adjustments to
       macro-hedging financial assets or financial liabilities adjustments macro-hedging if the amount
       covered corresponds to financial assets or financial liabilities.

In the case of macro-flows of cash, the change in value of the hedging instrument is recorded temporarily in a
game of adjustments for valuation of equity until the period of forecast transactions occur, at which time the
account record income.

The Group discontinues hedge accounting operations microcobertura as both macro-hedging when the hedging
instrument expires or is sold, when the hedge no longer meets the requirements for accounting or is revoked
the consideration of the operation as coverage.

When fair value hedge is discontinued, the adjustments previously recorded on the hedged item is charged to
income using the method of the recalculated effective interest rate on the date that it ceases to be covered,
must be fully amortized at maturity.

In the event of any interruption of cash flow hedges, the cumulative result of the hedging instrument recognized
in "Valuation adjustments" in equity (as was effective coverage) will continue to recognize in this chapter until
the hedged transaction occurs, time that is recorded in results, except to provide that is not going to complete
the transaction, in which case they are recorded immediately in income.

h) Assets held for sale and liabilities associated with assets held for sale

The heading of assets held for sale balance includes the book value of the items, individual, forming part of a
disposal group or as part of a business unit that is to dispose (discontinued operations) whose sale is highly
probable takes place under conditions in which those assets are now within one year from the date they refer
to the consolidated financial statements. Also, non-current assets held for sale those interests in jointly
controlled entities and associates that meet the same requirements.

Consequently, the recovery of the carrying value of these items, which may be non-financial nature, likely to
take place through rate from their disposal, rather than through continuing use.

Therefore, real estate or other non-current assets received by the group to the satisfaction of all or part of the
payment obligations to their debtors, are treated as assets held for sale, unless the group has decided to make
continuing use of these assets.

Moreover, the wording of liabilities associated with assets held for sale includes the credit balances associated
with disposal groups or the group's discontinued operations.

Assets classified as held for sale assets are valued, in general, the lower of book value at the time in which they
are regarded as such and their fair value net of estimated selling costs of such assets. While still classified as
assets held for sale, the tangible and amortizable intangible in nature are not amortized.




                                                         24
In the event that the carrying value exceeds the fair value of net assets estimated selling costs, the group
adjusted the carrying value of assets by the amount of such excess, with a balancing entry in earnings (losses )
of assets held for sale account consolidated income statement. In the event of further increases in the fair
value of assets, the group reversed previously recognized losses, increasing the book value of assets to the
amount prior to its possible deterioration, with a balancing entry in earnings (losses ) of assets held for sale
account consolidated income statement.

In the case of foreclosed real estate assets received in settlement of debts, and according to the provisions of
Circular 3 / 2010 Bank of Spain, the value that are recognized in balance is the lower of book value of assets
financial applications, that is, amortized cost, taking into account the estimated impairment associated, and in
any event at least 10%, and the appraised value of the asset market in its current state received less estimated
selling costs, which in no case be less than 10% of the appraised value in its current state. The percentages of
impairment of assets that remain more than 12 months and more than 24 months in the balance from the
date of acquisition was increased to 20% and 30% respectively. However, the damage to the assets that
remain in balance over 24 months are replaced, as a rule, for updated assessments by independent experts,
provided with a minimum of 20%.

i) Discontinued operations

The results generated in the year for those members of the group who have been treated as discontinued
operations, net of tax recorded in the heading of income from discontinued operations (net) of the consolidated
profit and consolidated, whether the component of the group was discharged from the asset as if it remains at
the year end.

It is considered a discontinued operation or component of an entity that has been alienated, or has arranged it
differently, or has been classified as non-current assets for sale and also meets one of the following conditions:

1. Represents a line of business or geographical area of operation that are significant and independent of the
   rest.

2. Part of a single co-ordinated plan to dispose of, or have other means, a line of business or geographical
   area of operation which are significant and independent of the rest.

3. It is a subsidiary acquired for the sole purpose of selling it.

The term component of an entity's activities or cash flows for operations and for external financial reporting
purposes, clearly distinct from the rest of the entity as a subsidiary or business segment or geographical.




                                                         25
j) Tangible Assets

The active material for the plant material that is estimated will be continued use by the group, the net value of
the land, buildings and other structures held to exploit in a system of rent or for capital appreciation sale and
yields tangible assets under operating leases to customers. As a rule, are stated at cost less accumulated
depreciation and, where applicable, less any impairment loss resulting from comparing the net value of each
element to its recoverable amount.

Depreciation of tangible assets is calculated systematically on a straight line, using the estimated useful lives of
the various elements of the acquisition cost of assets less its residual value. In the case of land on which the
buildings and other structures, is deemed to have an indefinite life and therefore are not subject to
depreciation. The annual appropriations for depreciation of tangible assets are charged to the profit and loss
account and are calculated based on the following estimated useful lives, on average, of different groups of
elements:

                                                                                                        Years of life

Real estate                                                                                                20 a 50
Facilities                                                                                               4,2 a 12,5
Furniture and office equipment                                                                             3,3 a 10
Vehicles                                                                                                 3,1 a 6,25
ATMs, computers and computer hardware                                                                        2,3 a 4


At each balance sheet date, the group discusses whether there is evidence, both internal and external, that the
net value of the elements of its assets exceeds its recoverable amount. In this case, the group reduces the
carrying value of the corresponding element to its recoverable amount, being the largest of its fair value (based
on the assessments made by independent third parties) or its value in use, and adjust the future depreciation
charges in respect amortization in proportion to their carrying amount and its remaining useful life, in the case
be re-estimated the same. On the other hand, when there are indications that a recovery in the value of an
item, the group recorded a reversal of the impairment loss recognized in prior periods and adjust the future
depreciation charges in respect of depreciation. Reversal of impairment loss on an item in any case may
involve an increase in book value over that they would have if no impairment losses had been recognized in
prior years.

The group, at least at the end of each year, proceed to review the estimated useful life of assets for own use in
order to detect significant changes in the same, if any, is adjusted by the corresponding registration correction
in the profit and loss account in future years the allocation to depreciation under the new estimated useful life.

Upkeep and maintenance of tangible assets for own use are recorded in the profit and loss account in the year
they are incurred.

Investment property, plant and equipment correspond to the net value of the land, buildings and other
structures that the group maintains for its use on a rental basis or to obtain a capital gain on sale as a result of
the increase occurring in the future in their respective market prices.

The criteria used by the group for the recognition of the acquisition cost of assets leased under operating
leases for their redemption and to estimate their useful lives and to register their losses are consistent with
those described in relation to Tangible assets for own use.

In the case of real estate received in payment of debts apply criteria similar to those described in paragraph h)
of assets held for sale and liabilities associated with assets held for sale.


                                                        26
k) Leases

Leases are based on the substance of the transaction regardless of their legal form and are classified from the
outset as finance or operating leases.

Finance lease
A finance lease is considered when it transfers substantially all risks and rewards of ownership of the asset to
the lessee.

When the group acts as a lessor of property, the sum of the present value of amounts received from the lessee
plus the guaranteed residual value is generally the exercise price of the option of the lessee at the end of the
contract is recorded as funding to others, so it is included under investment lending balance sheet, according
to the nature of the tenant.

On the other hand, when the group acts as a tenant, there is the cost of leased assets in the balance sheet,
according to the nature of the leased asset and, simultaneously, a liability for the same amount, which is the
lower of fair value of the leased asset and the sum of the current values of the amounts payable to the lessor,
where applicable, the exercise price of the option. These assets are amortized using similar criteria to those
applied to all tangible assets for own use.

The financial income and expenses arising from these contracts is credited or debited, respectively, in the profit
and loss account, so that performance remains constant over the life of the contracts.

Operating leases
Leases that are not considered finance leases are classified as operating leases.

When the group acts as landlord, there is the acquisition cost of leased assets under the heading of active
material. These assets are amortized in accordance with the policies adopted for tangible assets for own use
and income from leases are recognized in the profit and loss account in a linear fashion.

On the other hand, when the group acts as a tenant, the lease expenses including any incentives granted in his
case, by the lessor, are recorded linearly in the profit and loss account.

In the case of sales at fair value with subsequent operating lease, the results generated are recorded at the
time of sale.

To be considered as an asset sale and operating leaseback must meet the following conditions:

-   The sale must have occurred, and, therefore, be transferred to the buyer the significant risks and rewards
    of the asset sold.

                                                       27
-   The buyer (lessor) can not unilaterally transfer the leased asset seller
    (Lessee).
-   The tenant has an option to buy below market value and the lessor assumes the risk exposure if the asset's
    market price falls.
-   The lessee has no option to extend the lease agreement with conditions significantly more favorable
    market conditions.
-   The fair value of assets sold and leased is substantially higher than the current value of the rental charges.
-   The landlord is more than just a lender, landlord's income and gain or loss exposure is linked to the real
    estate market conditions (for example, price of the income and asset values), not just interest rates.
-   The rent does not cover most of the economic life of the asset.
-   The leased asset can be used by others without significant modifications.

l) Business combination

A business combination is the union of two or more separate entities or economic units into a single entity or
group of entities in which the acquirer obtains control of other entities.

At the date of acquisition, the acquiring entity in its financial statements incorporate the assets, liabilities and
contingent liabilities of the acquiree, including intangible assets not recognized by it.

The positive differences between the cost of the shares in the capital of the subsidiaries, joint ventures and
associated compared to the corresponding underlying carrying amounts acquired, adjusted at the date of first
consolidation, are as follows:

1. If it is attributable to specific assets of the acquired entities, are charged to increase the value of the assets
   or reducing the value of liabilities whose market values were higher or lower, respectively, at net book
   values as those shown on their balance sheets status and whose accounting treatment similar to that of
   the same assets or liabilities, respectively, of the group.
2. If it is attributable to specific intangible assets, are charged with its explicit recognition in the consolidated
   balance sheet at fair value if the date of acquisition can be.
3. The remaining differences are attributable not recorded as goodwill is allocated to one or more specific
   cash-generating units.

Negative differences, once established amount, are recognized in the profit and loss account.

Purchases of minority interests, made after taking control of the entity, are recorded as cost of business
combination.
In cases where the cost of business combination or the fair values assigned to assets, liabilities or contingent
liabilities of the acquired company can not be determined definitively, the initial accounting for business
combinations shall be considered provisional; In any case, the process should be completed within a maximum
period of one year from the date of acquisition and effective on this date.

m) Intangible assets

Intangible assets are identifiable non-monetary asset without physical substance. It is considered that
intangible assets are identifiable when they are separated from other assets because they can sell, lease or
dispose of them individually or arise as a result of a contract or other transaction. An intangible asset is
recognized when, in addition to meeting the above definition, the group estimates the perceived likely
economic benefits of the item and its cost can be estimated reliably.




                                                         28
Intangible assets are initially recognized at cost, be it the acquisition or production, and subsequently
measured at cost less, where applicable, any accumulated depreciation and any impairment loss.

Goodwill
The positive differences between the cost of business combinations and acquired percentage of net fair value
of assets, liabilities and contingent liabilities of the acquired entities are recorded as goodwill in the balance
sheet. Thus, goodwill represents the advance payment made by the group of future economic benefits arising
from assets of an acquired entity that can not be individually identified and separately identifiable and is only
recognized when it was acquired for consideration of a combination of business. Such goodwill is amortized in
any way, but every time the balance sheet date is reviewed for impairment if there has been any impairment in
value that reduces the amount recoverable below the carrying amount and, if so, is proceeds to appropriate
sanitation against loss account and consolidated income statement.

In order to detect possible indications of goodwill impairment reviews are carried out mainly using the method
of deduction of profits distributed, which takes into account the following parameters:

-   Key assumptions of the business. On these assumptions underlying the cash flow projections provided in
    the assessment. For businesses with financial activity, project variables such as: the evolution of credit,
    late payments, customer deposits and interest rates under a macroeconomic scenario provided, and
    capital requirements.

-   Estimation of macroeconomic variables and other financial securities.

-   Term projections. Time / projection period is usually in 5-year period after which it reaches a recurring both
    in terms of profit and profitability. For this purpose we take into account the economic environment
    prevailing at the time of valuation.

-   Discount rate. The present value of future dividends, used to obtain the value in use is calculated using as
    the discount rate the cost of capital of the entity (Ke) from the perspective of a market participant. For its
    determination, uses the CAPM method, according to the formula: "Ke = Rf β (Rm) α, where: Ke = required
    return or cost of capital, Rf = risk free rate, β = systematic risk coefficient of society, Rm = Expected return
    of market risk premium α = non-systemic.

-   Growth rate used to extrapolate cash flow projections beyond the period covered by the latest projections.
    Based on long-term estimates of key macroeconomic figures and key business variables, and taking into
    account the situation at all times, financial markets, we estimate a zero growth rate in perpetuity.

Impairment losses of goodwill are not subsequently reversed.




                                                        29
Other intangible assets
This item basically includes identifiable intangible assets in business combinations would be the contractual
relationships with customers, deposits or trademarks, and computer applications.

Other intangible assets may be of indefinite useful life when, based on the analysis of all relevant factors, it was
concluded that there is no foreseeable limit to the period during which expected to generate net cash flows for
the group or useful life. Intangible assets with indefinite useful lives are not amortized, but, at each balance
sheet, the group reviewed their remaining useful lives in order to ensure that they continue to be indefinite or
otherwise, to proceed accordingly. Intangible assets with finite lives are amortized over the same, using
methods similar to those of active material.

In any case, the group recorded account for any loss that may have occurred in the recorded value of these
assets with its counterpart in the deterioration and loss account, consolidated income statement. The criteria
for the recognition of impairment losses on these assets and, where appropriate, the reversal of impairment
losses recognized in prior years, are similar to those of active material.

n) Inventories

Stocks are financial assets that the group has for use or sale in the ordinary course of business, are in
production, construction or development to this end or will be consumed in the production process or in
providing services.

As a general rule, stocks are valued at lower of cost price, which includes all the costs incurred for acquisition
and processing and other costs, direct and indirect, incurred the inventories to their location and condition
current and net realizable value.

On the net realizable value means the estimated selling price net of the estimated costs of production and
marketing to conduct the sale.

The amount of any adjustment for stock valuation, such as damage, obsolescence, Deduction of the sales
price, to its net realizable value and the losses for other items, is recognized as an expense in the occurrence of
the damage or loss. Subsequent recoveries of value are recognized in the consolidated income statement for
the year in which they occur. The impairment of inventories are for land and buildings is made based on
assessments made by third parties independent experts, including in the Special Register of Societies of
Taxation of the Bank of Spain and authorized by it.

The basis for estimating the net realizable value depend on the characteristics of each building, promotion or
plot (square meters, location, age, end use, etc..). The valuation methods used are cost approach, that of the
comparison, updating and residual income, which apply as set out in the Order ECO/805/2003 on valuation of
real property and certain rights to certain financial goals.

In the case of those stocks received in payment of debts apply criteria similar to those described in paragraph
h) of assets held for sale and liabilities associated with assets held for sale.

o) equity instruments

Are considered equity instruments which fulfill the following conditions:

-   Do not include any contractual obligation for the issuer subject to: deliver cash or another financial asset to
    another party or exchange financial assets or financial liabilities with another party under conditions that
    are potentially unfavorable to the entity.



                                                        30
-   If they can be or will be settled by the own equity instruments of the issuer: when is a non-derivative
    financial instrument, not impose an obligation to deliver a variable number of its own equity instruments, or
    as a derivative, provided that is settled by a fixed amount of cash or another financial asset in return for a
    fixed number of its own equity instruments.

Transactions involving own equity instruments, including issuance and amortization are recognized directly in
equity.

Changes in the value of instruments classified as equity are not recorded in the financial statements, the
consideration received or given in exchange for these instruments are added to or deducted directly from equity
and the costs associated with retail transactions heritage.

p) Payments based on equity instruments

Delivery employees own equity instruments as consideration for its services, as these instruments are delivered
once completed a specified period of service is recorded as an expense for services as employees of pay during
that period. Compensation is recognized as an increase in equity or debt to be classed as employee benefits
and equity instruments, debts to employees based on the value of equity instruments of the entity or
transactions with employees paid by cash or instruments capital.

In cases in which we proceed to the cancellation of the obligation by transferring these obligations to other
financial institutions outside the group, a fact which is produced from derivatives trading in the market that
accurately replicate the terms and economic conditions of the instruments issued, the group anticipated
accrued expenses associated with contract options in the income statement in accordance with the specific
period of service, without acknowledging any increase in equity or debt related.

Transactions where, in exchange for goods or services other than those provided by the employees, are settled
with equity instruments or an amount that is based on the value of such instruments, are treated using the
same criteria as for remuneration to employees.

q) Liabilities under insurance contracts

The insurance contract liabilities relate mainly to life insurance, marketed by the subsidiary Assegurances Life
Insurance, SA, in which the investment risk is borne by the policyholders.

To cover liabilities relating to investments under life insurance contracts, constitute the relevant provisions on
the value of the assets that were taken as the benchmark for the rights of the policyholders.




                                                       31
r) Provisions and contingent liabilities

Provisions are considered the team's current obligations arising as a result of past events that are clearly
specified in terms of their nature on the date of the financial statements but is uncertain as to amount or
timing, the settlement of which and to cancel, the group estimates that an outflow of resources embodying
economic benefits.

Restructuring provisions are recognized only when there is a formal and detailed plan that identifies the major
changes to be performed, provided that the institution has begun to implement the plan or has publicly
announced its main features or events arising target implementation.

Contingent liabilities are possible obligations of the group arising as a result of past events and whose
existence is conditional on the occurrence or not, one or more future events beyond the control group.
Contingent liabilities include current liabilities of the group whose cancellation is not likely that an outflow of
resources embodying economic benefits or the amount, in extremely rare cases, can not be measured with
sufficient reliability.

s) Provisions for pensions

Pension commitments made by the staff group are:

Defined contribution plans
Fixed contributions are made into a separate entity, according to agreements reached with each group of
employees in particular. These contributions are without legal or constructive obligation to make additional
contributions to cover investment risks or otherwise.

The amounts contributed by this concept have been 11,734 thousand euros in 2010 (19,901 thousand euros
in 2009).

Defined benefit plans
Defined benefit plans covering existing commitments arising from the application of Articles 35, 36 and 37 of
the Collective Agreement Banking XXI.

These commitments are funded through two vehicles: the pension plan and insurance contracts.

The pension plan for employees of Banco Sabadell agreement covers the benefits listed above with employees
belonging to the groups regulated, with the following exceptions:

1. Additional commitments for early retirement as it is laid down in Article 36 of the Collective Agreement.
2. Incapacity under certain circumstances.
3. Benefits for widows and orphans resulting from the death of a retiree with a known age after March 8,
   1980.

The employee pension plan of Banco Sabadell is deemed for all purposes as an asset of the plan.

'Insurance contracts, in general, certain commitments under Articles 36 and 37 of the Banking XXI Collective
Agreement and in particular:

1. Commitments explicitly excluded in the employee pension plan of Banco Sabadell (1, 2 and 3, above).

2. Active personnel assigned to the collective agreement from Bank Atlantic.



                                                       32
3. Pension commitments made to certain personnel in active nonwage collective agreement.

4. Personal commitments on leave with vested rights not covered in the employee pension plan of Banco
   Sabadell.

5. Commitments made by early retirement, they may be partially funded vested rights in the employee
   pension plan of Banco Sabadell.

These policies are underwritten both companies outside the group, which secured important commitments are
undertaken with staff from Atlantic Bank, as BanSabadell Life Insurance and Reinsurance SA.

The acquisition of Banco Guipuzcoano has meant the incorporation of Gertakizun, EPSV, which covers the
commitments of their employees defined benefit assets and liabilities. This entity is sponsored by the bank, has
independent legal personality, is host to the Basque Parliament Act 25/83, of October 27, Decree 87/84, of 20
February and Decree 92/2007 of May 29 , and was incorporated in 1991. These commitments, the insured
has insurance companies outside the group.

Commitments to early retirees Guipuzcoano Bank, during the time until retirement, are covered by an internal
fund.

Under the heading of-funds provisions for pensions and similar obligations, the liabilities include the actuarial
present value of pension liabilities, calculated individually using the method of applying the projected unit credit
financial and actuarial assumptions specified below.

To obligations, so calculated, have been subtracted so-called fair value of plan assets, which are assets to
liquidate those obligations, including insurance policies, since they meet the following conditions:

1. Not owned by the bank, but a legally separate third party without the related party nature.

2. They are only available to pay or fund employee benefits, not available for the bank's creditors even if
   bankrupt.

3. Can not return to the bank unless the assets remaining in the plan are sufficient to meet all obligations,
   plan or entity, related to employee benefits, or when the assets are returned to the bank to repay the
   benefits employees and paid for it.

4. They are not transferable financial instruments issued by the bank.

Assets backing the pension liabilities in the balance sheet of the insurance company BanSabadell Life
Insurance and Reinsurance SA, are not assets of the plan because it is partly linked to the bank.


                                                        33
The group has decided to apply the band for charge-offs the following year only a fifth of actuarial gains and
losses in excess of 10% of the greater of the present value of defined benefit obligations and fair value of
existing plan assets at year-end.

Notwithstanding the foregoing, actuarial gains and losses arising from commitments to early retirees until they
acquire the legal status of retired immediately recognized.

The actuarial assumptions used in the assessment of commitments are:

                                             2010                            2009

Tables                                       PERM / F 2000 New Production    PERM / F 2000 New Production
Technical interest rate pension plan         4.00% pa                        4.00% pa
Technical interest rate linked policies      4.60% pa                        4.70% pa
Technical interest rate policies unrelated   4.60% pa                        4.70% pa
Inflation                                    2.00% pa                        2.00% pa
Salary increases                             3.00% pa                        3.00% pa
Out Disability                               SS90-Absolute                   SS90-Absolute
Out of rotation                              Not considered                  Not considered
Early retirement                             Considered                      Considered
Normal retirement                            65 años                         65 años


For the technical interest rate policies has been taken as reference the type of corporate debt rating to fifteen
years of AA (AA composite Bloomberg €).

The early retirement age referred to is the earliest date with irrevocable right by the company for 100% of
employees.

The expected return of long-term assets for the pension plan is 4% per year (goal of profitability, consistent with
the risk assumed, as set out in the investment policy of the pension plan of employees of Banco Sabadell). For
insurance policies with fixed interest without profit sharing and unmarried is used in every commitment the
average insurable interest in each premium paid by the mathematical weighted for each premium paid. For
insurance policies with fixed interest without profit sharing and married with the kind of technical interest.

The commitments from Bank Guipuzcoano were valued using an interest rate of 4%, Hunter disability tables,
mortality tables GRM / F 95, the annual rate of wage growth of 3.25% over future triennia The cumulative
annual growth rate of prices of 2.50%, the expected return on assets of 4%, the method of calculating the
projected unit credit and early retirement age to which the employee is entitled.

t) Foreign Currency

The Group's functional currency is the euro. Therefore, all balances and transactions denominated in currencies
other than euro are deemed to be denominated in foreign currency. In footnote 26 is detailed in thousands of
euros equivalent balances of assets and liabilities held by the group total foreign currency December 31, 2010
and 2009.

In the initial recognition, receivables and payables denominated in foreign currencies are translated into
functional currency using the spot exchange rate of the date of recognition, understood as the exchange rate
for immediate delivery. Subsequent to initial recognition, the following rules apply for the conversion of foreign
currency balances denominated in the functional currency

-   The assets and liabilities of monetary are translated at closing exchange rate, defined as the average
    exchange rate counted from the date referred to the financial statements.
-   Non-monetary items measured at historical cost are converted at the exchange rate of the date of
    acquisition.


                                                            34
-   Non-monetary items measured at fair value are translated at the exchange rate of the date when fair value
    is determined.
-   Revenues and expenses are translated at the exchange rate of the date of the transaction.

Exchange differences arising on translation of receivables and payables denominated in foreign currencies are
generally recorded in the profit and loss account. However, in the case of exchange differences arising on
monetary items valued at fair value where fair value adjustments to that alleged in the heading of valuation
adjustments of equity, a breakdown of the exchange rate component of the revaluation of non-cash item.

u) Recognition of income and expenses

Income and interest expense and similar items are accounted, in general, based on their accrual period and by
the method of effective interest rate. Dividends received from other entities are recognized as income when it
arises the right to receive it.

Income and expenses in fees and similar fees are recorded in the profit and loss account, in general, according
to the following criteria:

-   Those relating to financial assets and liabilities measured at fair value through profit or loss is recorded at
    the time of collection.
-   Those that relate to transactions or services performed during a period of time are recorded during the
    period of such transactions or services.
-   Those that relate to a transaction or service that runs on a single act are recorded when the single act is
    carried out.

Financial commitments, which form an integral part of performance or actual cost of financial transactions
have been Accrued net of direct costs incurred and recognized in the profit and loss account over its expected
lifetime.

The non-financial income and expenses are accounted on accrual basis function. The charges and deferred
payments over time are recorded at the amount resulting from discounting expected cash flows at market
rates.

v) Income tax

The corporation tax and any similar taxes applicable to foreign investees are considered as an expense and is
recorded under the income tax of profit and loss account, except when the result of a transaction recorded
directly in the equity, in which case are recognized directly in equity, and a business combination in which the
deferred tax is recorded as an asset or more of the same.




                                                       35
Spending under the heading of corporate income tax is determined by the tax payable calculated on the basis
of assessment for the year, after taking credits and allowances and tax losses. The taxable amount of exercise
may differ from the result of the exercise presented in the consolidated income statement because it excludes
items of income or expense that are taxable or deductible in other years and items that never are.

Assets and deferred tax liabilities relate to taxes that are payable or recoverable on differences between the
carrying amounts of assets and liabilities in the financial statements and corresponding tax bases. Quantified
using a credit or temporary difference corresponding to the tax rate expected to be recovered or settled.

A deferred tax asset as a tax advance credit for tax deductions and credits and credit carryforwards is
recognized when it is probable that the group obtains sufficient future taxable profits against which to make it
effective. Deferred tax liabilities are accounted for, in general, always.

At each balance sheet reviews the deferred tax assets and liabilities, in order to check whether they still exist
and make the relevant corrections on them.

Group companies listed in Annex I are benefiting from the consolidated tax regime income tax Banco Sabadell.
Therefore, the amount for this tax year has been calculated taking into account this fact and be satisfied to
Banco de Sabadell, SA as the parent company of the consolidated group's consolidated tax liquidating it to the
Treasury.

w) Financial guarantees

Are considered financial guarantees contracts for which the group agrees to pay a specific amount by a third
party in the event of not doing it, regardless of their legal form, which can be, inter alia, bond, financial
guarantee insurance or credit derivative.

The group acknowledges the financial guarantee contracts under other financial liabilities at fair value, in the
beginning, unless evidence to the contrary, is the present value of cash flows to be received. Simultaneously,
recognized as a credit on the asset the present value of future cash flows to be received.

Subsequent to initial recognition, these contracts are treated according to the following criteria:

-   The value of the fee or premium to receive updates by recording the differences in the profit and loss
    account as financial income.
-   The value of contracts is the amount initially recognized as a liability unless the account attributed to the
    income statement linearly over the expected life.

Financial guarantees are classified according to the default risk attributable to the customer or transaction and,
where appropriate, estimate the need for provisioning for them by applying similar criteria to those indicated in
footnote for instruments 1.e debt valued at amortized cost.

x) assets under management

The assets managed by the group owned by third parties are not included in the consolidated balance sheet.
The fees generated by this activity are recorded under the commission received from the profit and loss
account.




                                                        36
y) Consolidated Statements of Cash Flows

In the consolidated statement of cash flows using certain concepts that have the following definitions:

-   Cash flows are inflows and outflows of cash and cash equivalents, investments that are short-term, highly
    liquid and low risk of changes in value.
-   Operating activities, which are typical of group activities and other activities that can not be classified as
    investing or financing activities.
-   Investment activities, which are for the purchase, sale or disposal by other means of long-term assets and
    other investments not included in cash equivalents.
-   Financing activities, which are the activities that produce changes in the size and composition of net assets
    and liabilities that are not part of operating activities.

z) Compensating balances

The debit and credit balances arising on transactions which, by contract or by virtue of a law, provide for the
possibility of compensation and intends to settle on a net basis or to realize the asset and settle the liability of
a simultaneously, are presented in the balance sheet at their net.




                                                        37
NOTE 2 - BANCO SABADELL

In Annex I lists those companies that, as of December 31, 2010 and 2009, constitute the group, including their
address, activity, participation rate, its key figures and their method of consolidation (integration method,
proportionate consolidation method or equity method).

The changes in the scope of consolidation have been:

For the year 2010:

Tickets on the consolidation perimeter:
In thousands of euro
                                                               Date       Insurance               %          %
Title of                                                 operational     combination         Rights      Rights       Type
entity (or industry)                                              of     Amount paid /    Feedback    Feedback          of
acquired or merged                              Category  operation       consideration    acquired      TOTAL    holdings              Method

6350 Industries, Ltd. (a)                       Associate   24/11/2010                -      37,50       37,50    Indirect    Equity accounting
Air Miles Spain, SA                             Associate   03/05/2010           2.140       25,00       25,00      Direct     Equity accounting
Aldoluz, SL (a)                                 Associate   24/11/2010                -      30,05       30,05    Indirect    Equity accounting
Alfonso XII, 16 Investments, SL (a)            Dependent    24/11/2010                -     100,00      100,00    Indirect    Global Integration
Anara Guipuzcoa, SL (a)                         Associate   24/11/2010                -      40,00       40,00    Indirect    Equity accounting
Guipuzcoano Bank SA (a)                        Dependent    24/11/2010         613.479      100,00      100,00      Direct     Global Integration
Bansabadell Consulting, SL (b)                 Dependent    22/10/2010               3      100,00      100,00      Direct     Global Integration
Bitarte SA (a)                                 Dependent    24/11/2010                -     100,00      100,00    Indirect    Global Integration
BlueSky Property Development, SL (a)           Dependent    24/11/2010                -     100,00      100,00    Indirect    Global Integration
Casas del Mar east, SL (a)                      Associate   24/11/2010                -      33,33       33,33    Indirect    Equity accounting
Cuspide C-6, SA (a)                             Associate   24/11/2010                -      33,00       33,00    Indirect    Equity accounting
Cepric, lda. (Sdad. Portuguesa) (a)             Associate   24/11/2010                -      45,00       45,00    Indirect    Equity accounting
Pronegui Real Estate Development, Ltd. (a)      Associate   24/11/2010                -      40,00       40,00    Indirect    Equity accounting
Diana Capital Inversion SGFCR SA (a)            Associate   24/11/2010                -      41,23       41,23    Indirect    Equity accounting
Easo Bolsa, SA (a)                             Dependent    24/11/2010                -     100,00      100,00    Indirect    Global Integration
Ederra, SA (a)                                 Dependent    24/11/2010                -      97,85       97,85    Indirect    Global Integration
Egum Gestion, SL (a)                            Associate   24/11/2010                -      30,00       30,00    Indirect    Equity accounting
                                                                                                                                     Integration
Erbisinia Renovables, SL (c)                 MULTIGROUP 30/12/2009                   1        49,00      49,00     Indirect
                                                                                                                                   proportionate
Espazios Murcia, SL (a)                         Associate   24/11/2010                -      45,00       45,00    Indirect    Equity accounting
Esus, Renewable Energy, SL (c)                  Associate   15/07/2010              23       45,00       45,00     Indirect    Equity accounting
Eurofragance, SL (d)                            Associate   08/07/2010           9.050       25,00       25,00     Indirect    Equity accounting
Solar Gate, SL SPE (a)                       MULTIGROUP     24/11/2010                -      50,00       50,00    Indirect    Equity accounting
Gazteluberri Management, SL (a)               Dependent     24/11/2010                -     100,00      100,00    Indirect    Global Integration
Gazteluberri, SL (a)                          Dependent     24/11/2010                -     100,00      100,00    Indirect    Global Integration
Grao Castalia, SL (a)                         Dependent     24/11/2010                -     100,00      100,00    Indirect    Global Integration
Capital Guipuzcoano, SAU (a)                  Dependent     24/11/2010                -     100,00      100,00    Indirect    Global Integration
Guipuzcoano Mediator Insurance
                                               Dependent 24/11/2010                   -     100,00      100,00    Indirect    Global Integration
Society Insurance Agency, Ltd. (a)
Guipuzcoano Promotion
                                               Dependent 24/11/2010                   -     100,00      100,00    Indirect    Global Integration
Business, SL (a)
Guipuzcoano Valores, SA (a)                    Dependent 24/11/2010                   -     100,00      100,00    Indirect    Global Integration
Guipuzcoano Insurance Brokerage
                                               Dependent 24/11/2010                   -      60,00       60,00    Indirect    Global Integration
Guipuzcoano Bank Group, SA (a)
Guipuzcoano, Entity Manager
                                               Dependent 24/11/2010                   -     100,00      100,00    Indirect    Global Integration
Pension Fund, SA (a)
Guipuzcoano SGIIC, SA (a)                      Dependent 24/11/2010                   -     100,00      100,00    Indirect    Global Integration
Guisain, SL (a)                                 Associate 24/11/2010                  -      40,00       40,00    Indirect    Equity accounting
Ilundain flour, SA (a)                          Associate 24/11/2010                  -      45,00       45,00    Indirect    Equity accounting
Promotion and Management Harugui
                                                Associate 24/11/2010                  -      50,00       50,00    Indirect    Equity accounting
Real Estate SL (a)
Haygon the mill, SL                           Dependent     24/11/2010                -      75,00       75,00    Indirect    Global Integration
Hidrophytic, SL (a)                          MULTIGROUP     24/11/2010                -      50,00       50,00    Indirect    Equity accounting
Hondarriberri, SPE, SL (a)                    Dependent     24/11/2010                -     100,00      100,00    Indirect    Global Integration
IFOS, SA (e)                                    Associate   07/10/2010                -      20,00       20,00     Indirect    Equity accounting
Improbal Norte, SL (a)                          Associate   24/11/2010                -      35,00       35,00    Indirect    Equity accounting
Inerban Projects, SL (a)                        Associate   24/11/2010                -      50,00       50,00    Indirect    Equity accounting
Key Vil I, SL (a)                               Associate   24/11/2010                -      40,00       40,00    Indirect    Equity accounting
Bareño Kosta, SA (a)                            Associate   24/11/2010                -      20,00       20,00    Indirect    Equity accounting
Tasara Winery, SL (a)                           Associate   24/11/2010                -      33,78       33,78    Indirect    Equity accounting
Lizarra Promotions, Aie (a)                     Associate   24/11/2010                -      40,00       40,00    Indirect    Equity accounting
Castilla Investment Loalsa
                                                Associate 24/11/2010                  -      20,00       20,00    Indirect    Equity accounting
La Mancha, SL (a)
MP Costablanca, SL (a)                          Associate   24/11/2010                -      45,00       45,00    Indirect    Equity accounting
Mariñamendi, SL (a)                            Dependent    24/11/2010                -     100,00      100,00    Indirect    Global Integration
Mirador del Segura 21, SL (a)                   Associate   24/11/2010                -      32,20       32,20    Indirect    Equity accounting
Mursiya Golf, SL (a)                            Associate   24/11/2010                -      49,70       49,70    Indirect    Equity accounting
Naguisa Promotions, SL (a)                      Associate   24/11/2010                -      45,00       45,00    Indirect    Equity accounting




                                                                          38
Tickets on the consolidation perimeter:
In thousands of euro
                                                                Date          Insurance                %          %
Title of                                                  operational        combination          Rights      Rights         Type
entity (or industry)                                               of        Amount paid /     Feedback    Feedback            of
acquired or merged                               Category  operation          consideration     acquired      TOTAL      holdings              Method
NF Developments, SL (a)                         Associate   24/11/2010                     -      40,00       40,00       Indirect   Equity accounting
Buprenorphine 21, SL (a)                        Associate   24/11/2010                     -      49,50       49,50       Indirect   Equity accounting
Boulevard Park Finestrat, SL (a)                Associate   24/11/2010                     -      33,00       33,00       Indirect   Equity accounting
Parque del Segura, SL (a)                       Associate   24/11/2010                     -      34,14       34,14       Indirect   Equity accounting
PR 12 PV 15, SL (a)                             Associate   24/11/2010                     -      41,00       41,00       Indirect   Equity accounting
BG Probur XXI, SL (a)                           Associate   24/11/2010                     -      25,00       25,00       Indirect   Equity accounting
Promotions Abaco Costa Almeria, SL (a)          Associate   24/11/2010                     -      40,00       40,00       Indirect   Equity accounting
Aguiver Promotions, SL (a)                      Associate   24/11/2010                     -      40,00       40,00       Indirect   Equity accounting
Promotions Florida Homes, SL (a)                Associate   24/11/2010                     -      40,00       40,00       Indirect   Equity accounting
Promotions and Developments creazione
                                                Associate 24/11/2010                       -      20,00       20,00       Indirect   Equity accounting
Castilla la Mancha, SL (a)
Promotions and Developments creazione
                                               Dependent 24/11/2010                        -     100,00      100,00       Indirect   Global Integration
Levante, SL (a)
Promotions and Urban Development
                                                Associate 24/11/2010                       -      50,00       50,00       Indirect   Equity accounting
Oncineda, SL (a)
Banking Proteus Software, SL (b)               Dependent    16/12/2010                    3      100,00      100,00         Direct    Global Integration
Residential Haygon, SL (a)                      Associate   24/11/2010                     -      25,00       25,00       Indirect   Equity accounting
Residential Kataoria, SL (a)                   Dependent    24/11/2010                     -     100,00      100,00       Indirect   Global Integration
Sabadell United Bank, NA (f)                   Dependent    15/01/2010              117.336      100,00      100,00         Direct    Global Integration
Saprosin Promotions, SL (a)                     Associate   24/11/2010                     -      45,02       45,02       Indirect   Equity accounting
Caleta Son Blanc, SL (a)                       Dependent    24/11/2010                     -     100,00      100,00       Indirect   Global Integration
Land Vega Alta del Segura, SL (a)              Dependent    24/11/2010                     -     100,00      100,00       Indirect   Global Integration
South Tower, SL (a)                             Associate   24/11/2010                     -      40,00       40,00       Indirect   Equity accounting
Txonta Egizastu, SL (a)                         Associate   24/11/2010                     -      35,00       35,00       Indirect   Equity accounting
Urdin Oria, SA (a)                             Dependent    24/11/2010                     -     100,00      100,00       Indirect   Global Integration
Urtago Promozioak, Aie (a)                      Associate   24/11/2010                     -      30,00       30,00       Indirect   Equity accounting
Urumea Management, SL (a)                      Dependent    24/11/2010                     -     100,00      100,00       Indirect   Global Integration
Vera Muniain, SL (a)                            Associate   24/11/2010                     -      45,00       45,00       Indirect   Equity accounting
Views of Park 21, SL (a)                        Associate   24/11/2010                     -      32,20       32,20       Indirect   Equity accounting
Zurriola Inversiones, SA (a)                   Dependent    24/11/2010                     -     100,00      100,00       Indirect   Global Integration

(a) Companies included in the scope from the acquisition of Grupo Banco Guipuzcoano, SA
(b) Admissions by incorporation.
(c) Companies acquired by the group through Renewable Sinia society, SCR, SA The company Erbisinia Renovables, SA, was acquired on
December 30, 2009 and registered in November 2010.
(d) Company acquired by the group, through the company Aurica XXI, SCR, SA
(e) Company acquired by the group through society Meeting Services, Inc.
(f) Company acquired by the group under the name Mellon United National Bank, which changed its name to United Sabadell Bank, NA


Acquisition of Banco Guipuzcoano, SA
On November 24, 2010 completed the process of acquiring 100% stake in Banco Guipuzcoano, SA (hereinafter
"Guipuzcoano Bank"), manipulated by the formulation of a public offer of shares by Banco Sabadell and
addressed to all the shares, common and preferred shares of Banco Guipuzcoano. This operation is in the
context of the strengthening, consolidation and balance of Banco Sabadell in Spain.

Guipuzcoano Bank, SA is a Spanish national corporation with headquarters in San Sebastian, whose purpose is
to conduct all types of operations and services of banking, as well as those related directly or indirectly related
thereto .




                                                                               39
The consideration offered by the bank in that takeover bid, approved at an Extraordinary General Meeting on
September 18, 2010, was embodied in an exchange of values, as follows:

For every 8 ordinary shares of Banco Guipuzcoano who attended the bid, would be delivered:

(i) 5 shares of nominal value of EUR 0.125 Banco Sabadell (actions to date in treasury or newly issued), with
the same political and economic rights as the shares already issued and outstanding of Banco Sabadell and
(ii) 5 convertible subordinated obligations of EUR 5 par value of Banco Sabadell, represented by book entries and
recorded in Iberclear with 3-year term and interest rate of 7.75%
Annual. Banco Sabadell will, at its discretion, the payment of the fee or the opening of a voluntary conversion
period, on each payment date.

For each 8 preferred shares without voting Guipuzcoano Bank who attended the bid, would be delivered:

(i) 6 shares of nominal value of EUR 0.125 Banco Sabadell (whether actions to date in treasury or newly
issued), with the same political and economic rights as the shares already issued and outstanding of Banco
Sabadell
(ii) 5 convertible subordinated obligations of EUR 5 par value of Banco Sabadell, represented by book entries
and recorded in Iberclear under the same conditions as above.

The valuation of the assets given as consideration for the shares of Bank acquired Guipuzcoano the takeover
date was 613,479 thousand euros, this amount being the acquisition cost of the transaction.

Annual Accounts for the year of 2010 recorded the provisional valuation and accounting of this business
combination, which has seen the creation of goodwill of EUR 225,619 thousand, contained recognized under
intangible assets (see note 15).

Acquisition of Mellon United National Bank
On July 23, 2009, Banco de Sabadell, SA entered into with The Bank of New York Mellon an agreement to
acquire 100% of the shares of its subsidiary in Miami (Florida - USA), Mellon United National Bank. A January
15, 2010, after obtaining regulatory approvals and regulatory, Banco Sabadell proceeded to refine the contract,
for a starting price of 117,336 thousand euros (164,000 thousand U.S. dollars). Subsequently, on June 17,
2010, closed the transaction at a price of 111,712 thousand euros (156,151 thousand dollars).

The goodwill arising on the transaction was EUR 29,598 thousand (see note 15).

From this date, the subsidiary acquired by Banco Sabadell began operating under the corporate name of
Sabadell United Bank, NA

Acquisition of 25% of Eurofragance, SL
On July 8, 2010, the group, through its subsidiary Aurica XXI, SCR, SA, acquired 25% of Eurofragance, SL 9050,
amounting to thousands of euros.

Acquisition of 25% of Air Miles Spain, SA
On May 3, 2010, the group acquired 25% of Air Miles Spain, SA, amounting to 2,140 thousand euros.




                                                        40
Out of scope of consolidation

In thousands of euro
                                                                                                                  % Rights
                                                                                    Date                %         with total
Title of                                                                        effective           rights            after        Profit /           Type
entity (or industry)                                                                   of       Feedback                 to          Loss               of
sold, divided or given low                                            Category operation        alienated        alienation     generated         holdings             Method

Company of Electricity and Cogeneration
                                                                   Depending 23/12/2010              72,92             0,00                   0    Indirect   Global Integration
Uvero, SA (a)
Ibersecurities Holding, SA                                         Depending 15/06/2010            100,00              0,00               0          Direct Global Integration
Ibersecurities, Sociedad de Valores, SA, SU                        Depending 15/06/2010            100,00              0,00               0        Indirect Global Integration
Inmobiliaria Asturiana, SA (a)                                     Depending 15/06/2010             99,63              0,00               0          Direct Global Integration
Wind Farm The Peñuca, SL (b)                                        Associate 22/06/2010            40,00              0,00           6.839                Indirect participation
Sabadell International Finance BV (a)                              Depending 29/12/2010            100,00              0,00               0          Direct Global Integration
Tolosa, 161, SL                                                     Associate 10/06/2010            23,00              0,00               0                Indirect participation
Transatlantic Bank Inc.                                            Depending 09/08/2010            100,00              0,00               0        Indirect Global Integration
Transatlantic Holding Corp. (a)                                    Depending 31/12/2010            100,00              0,00               0          Direct Global Integration

(a) Low clearance of society.
(b) On June 22, 2010 XXI Sinia Energy Holdings, Ltd. sold its wind farm The Peñuca, SL The amount of the sale was of 10,800 thousand euros.



Merger by absorption of Banco de Sabadell, SA Holding Ibersecurities societies, and Ibersecurities SA, Sociedad
de Valores, SA, Sole
On June 15, 2010, Banco de Sabadell, SA absorbed Ibersecurities Holding companies, and Ibersecurities SA,
Sociedad de Valores, SA, Sole, in the process of dissolution without liquidation and transfer en bloc to Banco de
Sabadell, SA social heritage of universal succession of the acquired companies, the acquiring company shall be
subrogated to all rights and obligations of the acquired companies in general and without reservation or
limitation.

Starting on January 1, 2010, the operations of the acquired companies were considered to be made for
accounting purposes of the acquiring company.

In Annexes III and IV include the balances of Ibersecurities Holding, SA and Ibersecurities, Sociedad de Valores,
SA, Sole, respectively, which served as basis for dissolution and transfer en bloc to Banco de Sabadell, SA

Merger by absorption of Sabadell United Bank, NA of society Transatlantic Bank Inc.
On August 9, 2010, Sabadell United Bank, NA absorbed society Transatlantic Bank Inc. in the process of
dissolution without liquidation and transfer en bloc to Sabadell United Bank, NA of all assets, liabilities and
equity.

On the occasion of this operation, Transatlantic Holding Corp. take over the 28.61% stake in Sabadell United
Bank, NA, leaving the remaining 71.39% held by Banco Sabadell, SA

Dissolution and liquidation of the company Transatlantic Holding Corp.
On December 23, 2010, the company Transatlantic Holding Corp. agreed to approve a liquidation plan,
consisting mainly in the cessation of business activities and the transfer to Banco Sabadell, SA (sole
shareholder) of the equity portfolio held by Transatlantic Holding Corp., composed by the 100% stake in
Interstate Property Holdings, LLC and 28.61% stake in Sabadell United Bank, NA




                                                                                       41
For the year 2009:

Tickets on the consolidation perimeter:

In thousands of euro
                                                                            Insurance
                                                                            combination
                                                                   Date                              %              %
Title of                                                     operational                        Rights          Rights
entity (or industry)                                                  of     Amount          Feedback        Feedback        Type of
acquired or merged                               Category     operation       paid            acquired          TOTAL        holdings        Method
Securities BanSabadell
  Services, SA (a)                            Dependent     21/04/2009            2.500        100,00          100,00         Direct Integ.global
Emte Renovables, SL (c)                      MULTIGROUP     24/12/2008            5.000         62,11           62,11       Indirect    Integ.prop.
J. Feliu de la Penya, SL (b)                    Associate   10/11/2008           10.501         20,00           20,00 Indirectly from participation.
Jerez Solar, SL (c)                          MULTIGROUP     24/12/2008            1.894         62,11           62,11       Indirect    Integ.prop.
Investment Company
  Comsa Emte Holdings, SL                       Associate 28/07/2009             47.271         20,00           20,00 Indirectly from participation.
Solvi Properties, SL (a)                       Dependent 13/01/2009                 500        100,00          100,00         Direct Integ.global
Solvi Hotels, SL (a)                           Dependent 06/02/2009                 500        100,00          100,00         Direct Integ.global

(a) Admissions by incorporation.
(b) J. Society Feliu de la Penya, Ltd. was acquired by the company Aurica XXI, SCR 10 November 2008 and registered in January 2009.
(c) Emte society Renovables, SL was founded by the companies Sinia Renewable Emte SCR, SA on November 24, 2008 and recorded in February 2009. In the
constitution of society Emte, SA provided 100% stake in society Jerez Solar, SL


Acquisition 20% of J. Feliu de la Penya, SL
On November 10, 2008, the group, through its subsidiary Aurica XXI, SCR, SA, acquired 20% of J. Feliu de la
Penya, SL, amounting to 10,501 thousand euros

Investments and Holdings Company Acquisition Emte Comsa, SL
As of July 28, 2009, Aurica XXI, SCR, SA acquired 19.99% of the Investment Company Shares Emte Comsa, SL
by 602 euros. On the same date, the Extraordinary General Meeting of members of the Universal Investment
Company Shares Emte Comsa, SL resolved to increase its share capital by 14,996,988 new shares of nominal
value 1 euro each. These shares are created with the share premium per share of 14.76 euros, involving a total
amount of share premium of EUR 221,335 thousand.

Aurica XXI, SCR, SA made its subscription by non-monetary contribution of the 187,686 shares it held in Emte
Comsa, SL (shares previously acquired by the total contribution of their participation in Emte and Corporate
Business Group, SL). The contribution of Emte Comsa, SL has been valued at 42,270 thousand euro, which has
generated a profit of 21,094 thousand euros.

After enlargement, the company's capital and equity investment Emte Comsa, SL is fixed at 15,000,000 of
shares of nominal value 1 euro which Aurica XXI, SCR, SA holds 20%.

Solvi Constitution Properties, SL and Solvi Hotels, SL
On December 19, 2008 and January 23, 2009 companies were formed Solvi Properties, SL and Solvi Hotels,
Ltd. with a registered capital of 500 thousand euros each. These companies, along with Solvi Development, SL,
Solvi Estate, SL, Solvi Real Estate Management, SL., And Solvie Housing, SL, develop property management
group.

Out of scope of consolidation

In thousands of euro
                                                                                                 % Rights
                                                                    Date             %         Feedback
Title of                                                        effective        rights         with total      Profit /         Type
 entity (or industry)                                                  of    Feedback                after        Loss             of
 sold, divided or given low                      Category      operation     alienated      to alienation    generated       holdings        Method
Dish, SA (a)                                   Dependent 03/12/2008              100,00             0,00            (4)         Direct Integr. global
Emte Business Group and
                                                                                                                                               Of the
 Corporate, SL                                  Associate 28/07/2009              20,00             0,00       21.094         Indirect     investee.
Management Plan HF94, SL (a)                   Dependent 16/12/2009              100,00             0,00            7           Direct Integr. global
                                                                                                                                               Of the
Telstar, SA                                      Associate 04/12/2009             20,00             0,00         2.509        Indirect     investee.

(A) Bottom of the company for liquidation.



                                                                            42
NOTE 3 - PROPOSED DISTRIBUTION OF PROFIT AND EARNINGS PER SHARE

It then includes the distribution of profit for the year of 2010 the bank that the Board of Directors will propose
to the Annual General Meeting for approval, along with the distribution of annual profits for 2009 adopted by
the General Meeting of Shareholders dated 25 March 2010.

In thousands of euro

                                                                                        2010                2009

A dividend                                                                           189.545             168.000
A legal reserve                                                                          990                   0
A Canary Islands Investment Reserve                                                      248                 318
To voluntary reserves                                                                189.837             360.469

Profit for the period of Banco de Sabadell, SA                                       380.620             528.787


The proposed distribution of profits of subsidiaries must be approved by their respective shareholder meetings.

The gross dividend per share exercise proposed by the Board of Directors of the bank is 0.15 euros (0.14 euros
in 2009).

The Board of Directors resolved to distribute an interim dividend for 2010 results for a total of 113,727
thousand euros (168,000 thousand euros in 2009), paid as of December 20, 2010, dividend to be proposed to
the Board shareholders for final approval.

The Annual General Meeting of Shareholders of Banco Sabadell on March 25, 2010 approved a compensation
for the shareholder, complementary to the dividend for fiscal 2009, consisting of the distribution of the shares
premium reserve shares equivalent to distribute 0.08 euros gross per share (see note 27).

Included below is a table showing the existence of a sufficient profit in the bank in each period that allowed the
distribution of dividend.

In thousands of euro

                                                                30.11.2010         30.11.2009         31.08.2009

Bank's profit                                                     451.977             719.689            516.177
Estimated income tax                                              (131.223)          (132.676)           (89.436)
Dividends paid                                                    (113.727)           (84.000)                 0

Net benefits available                                            207.027             503.013            426.741

Amount that was proposed and circulated                           113.727              84.000             84.000


Date Paid                                                       20.12.2010         15.12.2009         01.09.2009




                                                       43
Basic earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to the group average number of
ordinary shares outstanding during the year, excluding, where applicable, the shares acquired by the group.
Diluted earnings per share is calculated adjusting, the net profit attributable to the group and the weighted
average number of shares outstanding, the estimated effects of the conversion of all potential ordinary shares.

The calculation of earnings per share of the group is as follows:

                                                                                        2010             2009

Net profit attributable to group (in thousands of euros)                             380.040          522.489
Profit from discontinued operations (net) (in thousands of euros)                          0                0

Weighted average number of shares outstanding                                   1.179.321.979   1.177.876.997
Assumed conversion of convertible debt                                           193.614.891      100.341.160
Weighted average number of shares outstanding adjusted                          1.372.936.870   1.278.218.157


Earnings per share (in euros)                                                            0,32            0,44
Basic earnings per share considering the effect of the obligations
mandatorily convertible (euro)                                                           0,28            0,41
Diluted earnings per share (in euros)                                                    0,28            0,41




NOTE 4 - DEPOSITS CREDIT ASSETS

The breakdown of deposits in credit institutions active in the consolidated balance sheets at December 31,
2010 and 2009 is as follows:

In thousands of euro

                                                                                     2010                2009

For headings:
Loans and receivables                                                            2.744.614          2.544.962

Total                                                                            2.744.614          2.544.962

By nature:
Term accounts                                                                      444.223            412.072
Temporary acquisition of assets                                                  1.072.334          1.021.937
Other accounts                                                                     421.487            327.894
Doubtful assets                                                                        507                693
Other financial assets                                                             800.597            776.802
Value adjustments due to impairment of assets                                        (1.812)             (595)
Other valuation                                                                      7.278              6.159

Total                                                                            2.744.614          2.544.962

By currency:
In euro                                                                          2.519.833          2.393.288
Foreign currency                                                                   224.781            151.674

Total                                                                            2.744.614          2.544.962


The average annual interest rate for the years 2010 and 2009 of deposits in banks assets was 1.14% and
1.1% respectively.

At December 31, 2010 and 2009, in other accounts put forward essentially the buyer credit to banks and
forfeiting nonresident credit granted.

                                                                     44
Note 5 - Debt Securities
The breakdown of debt securities in the consolidated balance sheets at December 31, 2010 and 2009 is as
follows:
In thousands of euro

                                                                                                                                             2010                           2009

For headings:
Financial liabilities held for trading                                                                                                  118.203                                91
Available-for-sale financial assets                                                                                                   9.762.889                        6.934.750

Total                                                                                                                                 9.881.092                        6.934.841

By type:
Public debt                                                                                                                           6.421.118                        2.668.238
        Treasury bonds                                                                                                                1.405.113                        1.191.783
        Other book-entry debt                                                                                                         4.457.221                        1.047.968
        Public Administrations                                                                                                          558.784                         428.487
Issued by financial institutions and other                                                                                            3.462.548                        4.276.284
Doubtful assets                                                                                                                             7.933                          6.438
Value adjustments due to impairment of assets                                                                                            (10.507)                       (16.119)

Total                                                                                                                                 9.881.092                        6.934.841

By currency:
In euro                                                                                                                               9.281.843                        6.837.885
Foreign currency                                                                                                                        599.249                           96.956

Total                                                                                                                                 9.881.092                        6.934.841

The average annual interest rate for the years 2010 and 2009 for debt securities has been of 2.72% and
2.81% respectively.

In connection with debt instruments included in the game of financial assets available for sale are attached the
following information:
In thousands of euro
                                                                                        2010                                                        2009
                                                                      Level I (*) Level II (*) Level III (*)                     Level I (*) Level II (*) Level III (*)

Acquisition Cost                                                     9.255.236            919.633              39.645           6.051.634             797.683             15.003
Fair value                                                           8.820.316            902.886              39.687           6.119.105             801.005             14.640
Losses recorded in accumulated
net assets at closing date                                             (435.161)           (26.503)               (586)            (92.110)              (6.255)            (363)
Accumulated gains registered in
net assets at closing date                                                    241             9.756                628             159.581               9.577                  0
Losses registered as decline in
profit and loss account for the year                                        (726)              (727)                  0            (11.880)                    0                0
                                                                                            Discount             Models                                Discount            Models
Valuation method:                                                      Quotation               flows            internal          Quotation               flows           internal

(*) The definition of the levels referred to in this table is detailed in note 1 to these financial statements in the section on principles and criteria in point d)
on valuation and financial instruments.

                                                                                        45
NOTE 6 - CAPITAL INSTRUMENTS

The breakdown of capital instruments in the consolidated balance sheets at December 31, 2010 and 2009 is
as follows:

In thousands of euro

                                                                                                                                            2010                            2009

For headings:
Financial liabilities held for trading                                                                                                    33.168                           19.917
Other financial assets at fair value through profit or loss                                                                             177.492                           182.166
Available-for-sale financial assets                                                                                                  1.067.740                       1.097.011

Total                                                                                                                                1.278.400                       1.299.094

By nature:
Resident sector                                                                                                                         667.750                           650.412
        Credit institutions                                                                                                               44.574                           62.777
        Other                                                                                                                           623.176                           587.635
Non-resident sector                                                                                                                     509.660                           507.962
        Credit institutions                                                                                                             487.276                           494.993
        Other                                                                                                                             22.384                           12.969
Investments in equity funds and investment companies                                                                                    731.021                           656.622
Value adjustments due to impairment of assets                                                                                          (630.031)                      (515.902)

Total                                                                                                                                1.278.400                       1.299.094

By currency:
In euro                                                                                                                              1.250.408                       1.292.134
Foreign currency                                                                                                                          27.992                            6.960

Total                                                                                                                                1.278.400                       1.299.094


Financial assets at fair value through profit or loss under both years and in full, on investments related to unit
linked products, marketed through the subsidiary Assegurances Segur Vida, SA

In relation to equity instruments included in the game of financial assets available for sale are attached the
following information:

In thousands of euro

                                                                                          2010                                                       2009
                                                                     Level I (*)       Level II (*)        Level III (*)        Level I (*)       Level II (*)        Level III (*)

Acquisition Cost                                                      277.899           725.197                82.482            324.355           717.294                 53.336
Fair value                                                            245.337           737.529                84.874            316.898           719.726                 60.387
Losses recorded in accumulated
net assets at closing date                                            (36.692)           (12.265)                (959)            (19.273)          (13.635)                 (525)
Accumulated gains registered in
net assets at closing date                                               4.130            24.597                3.351              11.816            16.067                 7.576
Losses registered as decline in
profit and loss account for the year                                  (60.103)           (52.098)                     0         (217.893)          (184.302)                    0

(*) The definition of the levels referred to in this table is detailed in note 1 to these financial statements in the section on principles and criteria in point d) on
valuation and financial instruments.




                                                                                        46
During the year there has been a deterioration in the group share holding in Banco Comercial Português, SA
(BCP) amounting to 54,751 thousand euros (210,040 thousand euros in 2009). With this decline, participation
in the company to December 31, 2010 is valued at their market value. The above deterioration has been
recorded under the impairment loss on financial assets of the consolidated profit and consolidated income
statement.

The group holds a stake in Metrovacesa, SA, which originated in the transaction during the year 2009 between
the Group and Maggot-Sacresa creditor banks as part of the agreement to restructure its debt. Such
participation will be assessed initially and reassessed periodically in accordance with the most accurate pricing
NAV (Net Asset Value) available, without prejudice to the introduction of additional criteria of demand in these
ratings. At December 31, 2010, the NAV considered in the valuation of 21.07 euros per share, according to the
calculation of NAV per share at September 30, 2010, published last estimate available. As a result of the
reduction in NAV in the position of Metrovacesa, SA in 2010, there have been some damage amounting to
76,183 thousand euros (184,302 thousand euros in 2009).



NOTE 7 - DERIVATIVE TRADING ASSETS AND LIABILITIES

The breakdown by type of operation of the balances of this account of assets and liabilities of the consolidated
balance sheets at December 31, 2010 and 2009 is as follows:

In thousands of euro
                                                  2010                                    2009
                                               Assets          Liabilities             Assets           Liabilities

Securities Risk                             145.346            150.176               137.466            143.563
Interest rate risk                          840.718            850.312               810.794            821.790
Currency risk                               139.699            139.414               152.997            134.413
Other types of risk                          20.462             21.219                19.176             18.977

Total                                      1.146.225          1.161.121            1.120.433          1.118.743

By currency:
In euro                                    1.077.865          1.091.538            1.060.268          1.058.654
Foreign currency                              68.360             69.583               60.165             60.089

Total                                      1.146.225          1.161.121            1.120.433          1.118.743




                                                        47
The breakdown by type of derivative instrument fair values and valuation techniques used in connection with
them to December 31, 2010 and 2009:

In thousands of euro
                                          Fair values
                                               2010          2009                    Valuation techniques

Assets
Trading derivatives
:                                        1.146.225      1.120.433
       Swaps, CCIRS, Call Money Swap       820.374        709.408                    Discounted cash flow

                                                                              Monte Carlo simulation on the model
       Exchange rate options:                18.461        19.494
                                                                              Black-Scholes. Garman & Kohlhagen

                                                                           Black & Black-Scholes adjusted convexity
       Interest rate options               105.277        169.067
                                                                                Simulation of Hull-White model

                                                                               Black-Scholes and binomial tree
       Index and value options             144.782        137.062             Monte Carlo simulation on the model
                                                                                        Black-Scholes

       Forward currency                      57.331        85.402                    Discounted cash flow

Total trading portfolio assets            1.146.225     1.120.433

Liabilities
Trading derivatives
:                                        1.161.121      1.118.743

       Swaps, CCIRS, Call Money Swap       821.619        719.029                    Discounted cash flow

                                                                              Monte Carlo simulation on the model
       Exchange rate options:                18.492        20.279
                                                                              Black-Scholes. Garman & Kohlhagen

                                                                           Black & Black-Scholes adjusted convexity
       Interest rate options               126.163        169.540
                                                                                Simulation of Hull-White model

                                                                           Black & Black-Scholes and binomial tree
       Index and value options             148.015        145.987            Monte Carlo simulation on the model
                                                                                        Black-Scholes

       Forward currency                      46.832        63.908                    Discounted cash flow

Total trading liabilities                 1.161.121     1.118.743


All the fair value of trading derivatives are calculated from inputs based on observable market data, except in
the case of index options and values, where in addition to those inputs and correlations are estimated from
methods commonly accepted by the financial community.

At December 31, 2010, the classification of trading derivatives are valued at fair value, taking into account the
level hierarchy set out in note 1 to these annual accounts, in the section on accounting principles and policies
for the years 2010 and 2009, follows:

In thousands of euro

                                                         2010                                       2009
                                            Level I        Level II    Level III          Level I     Level II         Level III

Asset trading derivatives                       0         998.058     148.167                 0     921.366           199.067
Trading derivatives liabilities                 0       1.007.310     153.811                 0     924.900           193.843




                                                          48
The following is the movement of the balance of derivative instruments at fair value included in the hierarchy of
level III, together with results from changes in value generated by them during fiscal 2010 and 2009:

In thousands of euro
Balance as of 31 December 2008                                                                           49.179

Additions                                                                                                33.153
Reductions                                                                                              (82.574)
Transfers                                                                                                     0
P /L in the profit or loss from changes in value                                                          5.466

Balance as of 31 December 2009                                                                            5.224

Additions                                                                                                (1.153)
Reductions                                                                                               (9.897)
Transfers                                                                                                     0
P /L in the profit or loss from changes in value                                                            182

Balance as of 31 December 2010                                                                           (5.644)




                                                       49
NOTE 8 - CREDIT TO CUSTOMERS

The breakdown of credit to customers of the consolidated balance sheets at December 31, 2010 and 2009 is
as follows:

In thousands of euro

                                                                                  2010               2009

For headings:
Loans and receivables                                                        73.980.818        63.232.890

Total                                                                        73.980.818        63.232.890

By type:
Temporary acquisition of assets through MEFF counterpart clearinghouse        3.132.792                 0
Commercial loans                                                              2.839.019         2.282.350
Secured loans                                                                40.015.744        36.279.639
Other term loans                                                             19.106.137        17.119.243
Receivable on demand and others                                               1.377.025           983.538
Finance leases                                                                2.994.755         2.928.343
Factoring and confirming                                                      2.737.599         2.748.705
Doubtful assets                                                               3.944.427         2.650.179
Value adjustments due to impairment of assets                                (2.209.902)       (1.779.902)
Other valuation adjustments                                                      43.222            20.795

Total                                                                        73.980.818        63.232.890

By sector:
Public Administrations                                                        1.032.724           890.219
Resident                                                                     65.966.070        56.944.709
Non-residents                                                                 5.204.277         4.506.890
Doubtful assets                                                               3.944.427         2.650.179
Value adjustments due to impairment of assets                                (2.209.902)       (1.779.902)
Other valuation adjustments                                                      43.222            20.795

Total                                                                        73.980.818        63.232.890

By currency:
In euro                                                                      71.141.455        61.293.291
Foreign currency                                                              2.839.363         1.939.599

Total                                                                        73.980.818        63.232.890


The average annual interest rate for the years 2010 and 2009 the customer lending asset was 3.54% and
4.62% respectively.

At December 31, 2010, total gross investment in finance leases amounting to 3,130,693 thousand (3,064,121
thousand euros in 2009) and unearned finance income amounted to 327,959 thousand euros (364,018
thousand euros in 2009). Unguaranteed residual value for these contracts amounted to 178,367 thousand
euros (130,001 thousand euros in 2009), and the amount of value adjustments for impairment of financial
leasing contracts amounted to 72,700 thousand euros (74,325 thousand euros in 2009 .)




                                                                50
The geographical breakdown of the credit balance for customers at December 31, 2010 and 2009 is as
follows:

In thousands of euro

                                                                                   2010               2009

Spain                                                                        70.522.703         60.656.984
Other European Union                                                          3.112.042          2.831.154
Latin America                                                                   356.824            223.980
North America                                                                 1.709.653            851.909
Rest OECD                                                                        61.541             69.100
Rest of the world                                                               427.957            379.665
Value adjustments due to impairment of assets                                (2.209.902)        (1.779.902)

Total                                                                        73.980.818         63.232.890


The balance of customer loans due, no doubt to be recovered at 31 December 2010 is 416,309 thousand
euros (269,975 thousand euros at December 31, 2009). Of this total, over 60% of the balance by December
31, 2010 (69% of the balance at December 31, 2009) has expired no later than a month.

Doubtful assets
The amount of doubtful assets in the various sections of balance sheet assets at December 31, 2010 and
2009 is as follows:

In thousands of euro

                                                                                   2010               2009

Deposits with credit Institutions                                                    507               693
Debt instruments                                                                   7.933             6.438
Customer Credit                                                                3.944.427         2.650.179

Total                                                                          3.952.867         2.657.310


The movement of doubtful assets is as follows:

In thousands of euro
Balance as of 31 December 2008                                                                   1.630.759

Additions                                                                                        3.029.196
Reductions                                                                                      (1.935.267)
Amortizations                                                                                      (67.378)

Balance as of 31 December 2009                                                                   2.657.310

Additions                                                                                        3.800.091
Reductions                                                                                      (2.429.794)
Amortizations                                                                                     (508.279)
Guipuzcoano Bank Group Incorporation                                                               433.539

Balance as of 31 December 2010                                                                   3.952.867




                                                    51
The breakdown of non-performing loans by type of guarantee to December 31, 2010 and 2009 is as follows:
In thousands of euro

                                                                                                             2010           2009

With mortgage (1)                                                                                      2.545.002       1.521.044
Other security (2)                                                                                       315.582         194.380
Other                                                                                                  1.092.283         941.886

Total                                                                                                  3.952.867        2.657.310
(1) Mortgage-backed assets without outstanding risk below 100% of the appraised value.
(2) Includes other secured assets.


The geographical breakdown of the balance of non-performing loans at December 31, 2010 and 2009 is as
follows:

In thousands of euro

                                                                                                             2010           2009

Spain                                                                                                  3.759.839       2.502.501
Other European Union                                                                                     112.718          95.948
Latin America                                                                                              1.937           3.433
North America                                                                                             66.761          44.715
Rest OECD                                                                                                  2.991           3.100
Rest of the world                                                                                           8.621           7.613

Total                                                                                                  3.952.867        2.657.310

Valuation adjustments
The amount of value adjustments for impairment of assets in different sections of balance sheet assets at
December 31, 2010 and 2009 is as follows:

In thousands of euro

                                                                                                             2010           2009

Deposits with credit Institutions                                                                          1.812             595
Debt instruments                                                                                          10.507          16.119
Customer Credit                                                                                        2.209.902       1.779.902

Total                                                                                                  2.222.221        1.796.616


The detailed motion of established value adjustments for credit risk coverage and the aggregate amount of the
same at the beginning and end of the year are as follows:

In thousands of euro

                                                               Specific                    Generic    Sovereign risk         Total

Balance as of 31 December 2008                                607.483                    1.091.566          5.864       1.704.913

Allocations charged to profit/loss                          1.380.531                      31.352           1.749       1.413.632
Reversals credited to profit/loss                            (425.438)                    (739.013)         (2.881)    (1.167.332)
Exchange differences                                               419                        (890)            (34)          (505)
Transfers                                                    (141.264)                           0               0      (141.264)
Other movements                                               (11.108)                      (1.720)              0        (12.828)

Balance as of 31 December 2009                              1.410.623                     381.295           4.698       1.796.616

Allocations charged to profit/loss                          1.912.393                      76.916           3.237       1.992.546
Reversals credited to profit/loss                          (1.253.457)                    (366.523)         (2.710)    (1.622.690)
Exchange differences                                               932                      1.779             106           2.817
Transfers                                                    (504.007)                           8               0      (503.999)
Guipuzcoano Bank Incorporation                                262.589                      51.008                0       313.597
Other movements                                               (23.953)                    267.287                0       243.334

Balance as of 31 December 2010                              1.805.120                     411.770           5.331       2.222.221


                                                                          52
At December 31, 2010, within the specific provision, including 491,618 thousands of euros for providing
substandard (506,343 thousand euros at December 31, 2009).

The geographical breakdown of the balance of value adjustments for impairment of assets at December 31,
2010 and 2009 is as follows:

In thousands of euro

                                                                                     2010                 2009

Spain                                                                           2.109.551          1.713.923
Other European Union                                                               38.965             36.368
Latin America                                                                       6.046                 8.381
North America                                                                      57.903             29.022
Rest OECD                                                                             922                  429
Rest of the world                                                                   8.834                 8.493

Total                                                                           2.222.221          1.796.616


Other information
The amount of interest income accrued and recognized in the consolidated profit and loss on financial assets
damaged stands, on December 31, 2010 and 2009, to 84,626 thousand euros and 65,033 thousand,
respectively.




                                                     53
The movement of financial assets impaired assets written off because it was deemed remote recovery is as
follows:

In thousands of euro
Balance as of 31 December 2008                                                                    1.066.838

Additions:                                                                                         188.176
For long-term recovery                                                                             140.404
Due to other causes                                                                                 47.772

Recoveries:                                                                                        (14.781)
Cash collection without additional financing                                                       (10.997)
For award of tangible assets                                                                         (3.784)

Final write-offs:                                                                                 (105.936)
Forgiveness                                                                                        (72.795)
For limitation of rights                                                                             (4.284)
Due to other reasons                                                                               (28.857)

Net variation for exchange differences                                                                     9

Balance as of 31 December 2009                                                                    1.134.306

Additions:                                                                                         628.591
For long-term recovery                                                                             551.593
Guipuzcoano Bank Incorporation                                                                      59.853
Due to other causes                                                                                 17.145

Recoveries:                                                                                        (15.379)
Cash collection with additional finance                                                            (15.309)
For award of tangible assets                                                                            (70)

Redundancies:                                                                                      (99.911)
Forgiveness                                                                                        (85.155)
For limitation of rights                                                                             (7.801)
Due to other items                                                                                   (6.955)

Net variation for exchange differences                                                                 167

Balance as of 31 December 2010                                                                    1.647.774



Information from issuers in the mortgage market and the special accounting records

Below is information on registration data from the special accounts of the issuers Banco Sabadell and Banco
Guipuzcoano, referred to Article 21 of Royal Decree 716/2009, under the provisions of Circular 7 / 2010, to
credit institutions, implementing certain aspects of the mortgage market (which in turn amends Circular 4 /
2004 of 22 December, credit institutions on standards of public and confidential financial information and
financial statement formats .)

A) Active operations
The nominal value of the entire portfolio of loans and mortgages to December 31, 2010 and 2009 amounted
to 37,150,059 and 32,479,247 thousand, respectively. Of these, those who meet the characteristics to be
eligible (without regard to its computational limits laid down in Article 12 of Royal Decree) amounted to
20,012,270 and 17,028,699 thousand, respectively.

Here's the breakdown of these amounts:




                                                    54
In thousands of euro
Breakdown of the total loan portfolio and mortgage loans and eligible portfolio
                                                                                                     2010                         2009
                                                                                        Total       Eligible         Total       Eligible

Total loan portfolio and mortgage loans
                                                                                  37.150.059    20.012.270     32.479.247    17.028.699
 and eligible portfolio

Source operation                                                                  37.150.059    20.012.270     32.479.247    17.028.699
    Creditor derivative subrogation                                                  620.372      368.971         358.851      190.784
    By the entity                                                                 35.755.867    19.388.196     31.206.631    16.421.820
    Other                                                                            773.820      255.103        913.765       416.095


Title                                                                             37.150.059    20.012.270     32.479.247    17.028.699
    EURO                                                                          36.896.526    19.946.544     32.273.593    16.982.756
    Foreign currency                                                                 253.533       65.726        205.654        45.943


Payment Status                                                                    37.150.059    20.012.270     32.479.247    17.028.699
    Current payment                                                               34.227.885    18.829.589     31.047.160    16.264.335
    Other                                                                          2.714.786     1.182.681      1.349.951      764.364
    Past-due                                                                         207.388              0        82.136              0


Average residual maturity                                                         37.150.060    20.012.271     32.479.227    17.028.699
    Up to 10 years                                                                12.840.816     5.577.931     11.454.430     5.132.050
    10 to 20 years                                                                10.718.872     5.450.369      9.115.039     4.454.352
    20 to 30 years                                                                 9.062.019     5.416.342      7.859.084     4.632.614
    Over 30 years                                                                  4.528.353     3.567.629      4.050.674     2.809.683


Operation Type                                                                    37.150.059    20.012.270     32.479.247    17.028.699
    Hybrid                                                                            88.160         8.649       129.140        17.179
    Fixed rate                                                                     1.993.692     1.098.622      1.285.538      652.157
    Floating rate                                                                 35.068.207    18.904.999     31.064.569    16.359.363


Target Type                                                                       37.150.059    20.012.270     32.479.247    17.028.699
   Operations to households                                                       16.129.637     9.733.844     13.055.814     7.744.003
    Operations to natural and legal persons that
                                                                                  21.020.422    10.278.426     19.423.433     9.284.696
    engage in their business
        Of those, real estate                                                      9.460.441     5.880.745      8.819.244     5.123.397


Type of security                                                                  37.150.059    20.012.270     32.479.247    17.028.699
   Assets / Buildings under construction                                           1.488.539       850.527      1.372.799       755.396
        Commercial                                                                   177.736       18.271         201.867       13.406
        Residential                                                                1.098.967      825.867       1.046.156      740.315
        Other                                                                       211.836          6.389       124.776          1.675
    Assets / Buildings completed in use                                           31.946.874    17.703.580     27.951.482    14.935.738
        Commercial                                                                 7.957.629     3.737.475      7.047.761     3.107.440
        Residential                                                               23.855.183    13.924.614     20.773.383    11.764.384
        Other                                                                       134.062        41.491        130.338        63.914
    Other land                                                                     3.714.646     1.458.163      3.154.966     1.337.565
        Urbanized / urbanizable                                                    2.659.328     1.015.512      2.771.464     1.099.442
        Other                                                                      1.055.318      442.651        383.502       238.123


                                                                        55
The amount of the entire portfolio of loans and credits, according to the criteria laid down in Article 12 of Royal
Decree 719/2009 of 24 April, is computable to cover the issuance of mortgage securities at 31 December
2010 and 2009 amounted to 19,667,597 and 17,005,494 thousand, respectively.

The nominal value of the entire portfolio of loans and mortgages that have been raised through equity
mortgage or mortgage transfer certificates to December 31, 2010 and 2009 amounted to 7,310,450 and
6,110,407 thousand euros, respectively. At December 31, 2010, the group has no mortgage bond issue
launched.

The nominal value of available (on a commitment not ready) of the entire portfolio of loans and mortgages that
are potentially eligible amounted to 909,602 thousand euros at December 31, 2010 (979,792 thousand euros
at December 31, 2009 ), and the amount of not meeting the eligibility conditions amounted to 662,774 and
852,275 thousand euros at year-end 2010 and 2009, respectively.

The nominal value of all mortgage loans and ineligible amounts to 16,674,378 thousand euros at December
31, 2010 (15,955,532 thousand euros at December 31, 2009), of not being eligible for no respect the limits
set in Article 5.1 of Royal Decree 716/2009 but meet all other requirements applicable to eligible (as provided
in Article 4 of that Act) amounted to 7,457,743 and 5,718,729 thousand euros at the end of years 2010 and
2009, respectively.

Below is a breakdown by loan guarantees and to values (LTV) of the portfolio of eligible loans and credits:

In thousands of euro

                                                                                                                         2010

With home warranty                                                                                                 14.431.392
        Of those with LTV <60%                                                                                      4.701.003
        Of those 40% -60% LTV                                                                                       4.842.929
        Of those 60% -80% LTV                                                                                       4.887.460
        Of those with LTV> 80%                                                                                               0

Other guarantees                                                                                                    5.236.205
        Of those with LTV <60%                                                                                      2.195.278
        Of those 40% -60% LTV                                                                                       2.954.484
        Of those with LTV> 60%                                                                                          86.443




B) passive Operations

Following are detailed and collateralized issues made from the loan portfolio and mortgage loans of Banco
Sabadell and Banco Guipuzcoano, not by whether or not to have been made by public offering, as well as the
residual maturity of the same:

In thousands of euro

                                                        2010                                           2009
                                                 Between 3 and 5 Between 5 and 10               Between 3 and 5 Between 5 and 10
Residual maturity                    <3 years              years            years   <3 years              years            years

Secured mortgage bonds               5.678.700        2.500.000        5.070.000    3.588.700        1.500.000        5.920.000
    Nominal value issued
                                     3.700.000        2.500.000        3.750.000    2.450.000        1.500.000        4.750.000
    through public offering
    Nominal value not
    issued through public offering   1.978.700                0        1.320.000    1.138.700                0        1.170.000




                                                                  56
                                                                       2010                                   2009
                                                           Value:               Maturity          Value:                Maturity
                                                          nominal        average residual        nominal        average residual
                                                      (In thousands)               (Years)   (In thousands)               (Years)

Mortgage transfer certificates                         5.627.067                      25      5.582.587                      22
  Issued through public offering                         680.850                       8              0                       0
  Not issued through public offering                   4.946.217                      17      5.582.587                      22

Mortgage participations                                1.683.384                      55        527.820                      15
  Issued through public offering                         893.618                      20              0                       0
  Not issued through public offering                     789.766                      35        527.820                      15



At December 31, 2010, the nominal value of mortgage bonds issued by the entity living amounts to EUR 3.809
million (these have not been issued by public offering). To date, the outstanding nominal value of mortgage
loans backing the issue of those titles that meet the characteristics of being eligible amounts to 17.894 million
euros over the total of 30.641 million euros.

According to Royal Decree 716/2009, which develops certain aspects of Act 2 / 1081 of 25 March, regulating
the Mortgage Market and other financial mortgage system standards, the Board states that, December 31,
2010, the entity has a set of policies and procedures to ensure compliance with the regulations governing the
mortgage market.

In relation to the policies of the above procedures relating to the group activity in the mortgage market, the
Board of Directors is committed to the enforcement of the mortgage market and the processes of risk
management and control of the group (see note 36 financial risk management). In particular, in relation to
credit risk, the Board gives authority and autonomy to the Executive Committee of Risk Control for this, in turn,
may delegate to the different levels of decision. Established internal procedures for the origination and
monitoring of assets that make up the group lending, and in particular mortgage-backed assets that support
the mortgage bonds issued, listed below according to the nature of the applicant.




                                                       57
Private

          Analysis. Is made by scoring tools that measure the risk of transactions on issues relating to customer
           profile, such as the ability to return and characteristics of the property is the collateral. Under certain
           circumstances involving the figure of the risk analyst to deepen further information and issue its
           opinion as required prior to the resolution of the case, in a positive or negative.

          Decision. The decision was made taking into account the opinion of scoring, in addition to the analyst's
           opinion when necessary. Additionally takes into account a wide range of information and parameters,
           such as the consistency of the request from the customer in and adaptation to their level, the client's
           ability to pay based on their current and future situation, the value of property contributed as collateral
           (as determined by the appropriate valuation carried out by entities approved by the Bank of Spain
           ensuring, additionally, through the internal approval processes, that there is any link between these
           and the group) and considering the existence of additional guarantees , queries to databases both
           internal and external defaults, etc. 

           A part of the decision process is to determine the maximum amount of grant funding based on
           assessed value of the assets provided as collateral (the loan to value or LTV). In this regard, and as a
           general rule, the maximum LTV applied by the group in accordance with its internal policies is given in
           the case of purchase of usual residence for part of an individual and is set at 80%. From the same
           percentages defined maximum LTV of less than 80% level, considering the fate of funding. 

           Additionally, note that as a step towards the resolution of the case was reviewed the charges
           associated with the assets provided as collateral for the financing granted and the insurance policies
           taken out on those guarantees. If resolved in favor of the record, and as part of the formalization of the
           operation is performed with the entry of the mortgage at the Land Registry. 

          Autonomy. The scoring is the central reference point that determines the viability of the operation.
           From the amounts, or operations are difficult to value arguments for scoring, involved the figure of the
           risk analyst. The fixed amount of autonomy through the scoring, setting for different levels when
           special action is required. There are a number of exceptions to the borrower and sector conditions
           which are regulated by internal regulations of the group. 

          Monitoring. The group has a comprehensive monitoring system to detect clients who have a failure at
           an early stage allowing swift action to initiate appropriate management in each case. In this sense, it
           highlights the existence of review procedures and ongoing validation of the guarantees provided. 

Entities

          Analysis. Is performed by so-called "core management team" made up of personnel from the
           commercial sector and the risk, ensuring adequate segregation of duties. To support using a rating tool
           that is based on the following parameters: 
               or functionality and
               management capabilities or
               competitive position in the
               market or economic and
               financial aspects or
               historical aspects
               or Guarantees




                                                          58
        Decision. The decision was made taking into account the valuation of rating, plus a range of
         information and parameters such as the consistency of the application, the ability to pay, the
         guarantees provided (assessed by an appropriate valuation carried out by entities approved by the
         Bank of Spain additional insured, through the internal approval processes, that there is any link
         between these and the group) and considering the existence of additional guarantees circulating line
         between the company and the total sales, consistency between total risk with the group and the
         resources of the company, query databases, both internal and external defaults, etc. 

        Analogous to that described in the decision process of individuals, in the case of companies, there is
        also a scaled maximum LTV rates internally defined by the group attending the fate of funding. In this
        case, as a general rule, the maximum LTV is given in the case of mortgage loans promoter, with
        subsequent subrogation for the purchase of first homes, which is set at 80%. 

        Also apply in this case the charges review processes associated with the security provided, and
        registration of mortgages in the Land Registry. 

        Autonomy. The amount of autonomy is assigned based on the expected loss of the operation. In the
         decision circuit there are different levels. In each of these there is also the figure of the core
         management team "made up of a person from business and the risk of group operations debiéndose
         approved by consensus. As in the previous case, a set of exceptions to the borrower and sector
         conditions which are regulated by internal regulations of the group. 

        Monitoring. Comprehensive monitoring system to detect customers who have any symptoms that may
         lead to a worsening solvency. Tracking begins as a result of certain situations, such as the expiration of
         the term of the rating, changes in business and risk issues or other issues identified in the early
         warning tools. In this sense, also highlights the existence of review procedures and ongoing validation
         of the guarantees provided. 

Banco Sabadell group performs actions and maintains active programs for funding various capital markets (see
note 36). As part of the funding strategy of the group, Banco de Sabadell, SA is a regular issuer of mortgage
bonds, having made the first issue of the same during the year 2003. Mortgage bonds are issued with the
guarantee of the loan portfolio of real estate mortgage-backed securities issued by the issuer, taking into
account the eligibility criteria as defined in Royal Decree 716/2009 regulating the mortgage market and other
rules of the mortgage system Financial. For this, the group has established control procedures to monitor its
entire portfolio of loans and mortgages (one being the maintenance of accounting records special loans and
mortgages and substitution assets that support the certificates and mortgage bonds, and derivative financial
instruments linked to them), as well as verification of compliance with the eligibility criteria for their application
for the issuance of mortgage bonds, and to comply at all times, maximum emission , all regulated by law in the
mortgage market.



                                                         59
NOTE 9 - TRANSFER OF FINANCIAL ASSETS

Banco Sabadell has participated in recent years, in some cases jointly with other national and international
high solvency, in other securitization programs. The balance of securitized financial assets in these programs by
the group at the end of the years 2010 and 2009, identifying those who have transferred the risks and benefits
is as follows:

In thousands of euro

                                                                                       2010               2009

Given full of derecognised:                                                         209.907             102.864
Securitized mortgage assets                                                         193.401              90.651
Other securitized assets                                                             16.506               7.550
Other financial assets transferred                                                        0               4.663

Maintain integrity in the balance:                                               10.508.020          10.241.621
Securitized mortgage assets                                                       6.654.318           6.110.407
Other securitized assets                                                          3.853.702           4.131.214

Total                                                                            10.717.927          10.344.485


Have remained in the consolidated financial statements of assets and liabilities relating to asset-backed funds
have come up with a date later than January 1, 2004, for those who have not been transferred to third parties
the benefits and risks implicit in the operation. For detailed assets not transferred the risk by granting some
form of subordinated debt or credit enhancement to the securitization funds.

Then detail the existing securitization programs that involved both Banco de Sabadell, SA and Banco
Guipuzcoano SA (see note 2):




                                                      60
In thousands of euro
                                                    RATING                            Issue             Amount outstanding liabilities
                       Asset Type                                          Number
Year                      securitized    FITCH   MOODY'S     S&P    DBRS      Title       Amount         2010                2009             Performance      Market

2000      TDA 12, FTA (*)                                                       564            56.323           7.969            11.316                         AIAF
          A3 Series                       ---      Aaa        ---    ---        530            53.000           4.646             7.993   EURIBOR 3M + 0,28%
          Series B                        ---      A2         ---    ---         34             3.323           3.323             3.323   EURIBOR 3M + 0,50%

2001      14-JOINT TDA, FTA (*)                                                 614            61.362         16.895             20.337                         AIAF
          A3 Series                       ---      Aaa        ---    ---        362            36.200          9.760             12.169   EURIBOR 3M + 0,27%
          ANC Series                      ---      Aaa        ---    ---        217            21.700          3.673              4.706   EURIBOR 3M + 0,30%
          Series B1                       ---      A2         ---    ---         21             2.076          2.076              2.076   EURIBOR 3M + 0,65%
          BNC Series                      ---      A2         ---    ---         14             1.386          1.386              1.386   EURIBOR 3M + 0,65%

2002      15-JOINT TDA, FTA (*)                                               1.279           127.798         38.366             46.398                         AIAF
          A1 Series                       ---      Aaa        ---    ---        972            97.200         26.068             32.972   EURIBOR 3M + 0,23%
          A2 Series                       ---      Aaa        ---    ---        251            25.100          6.800              7.928   EURIBOR 3M + 0,25%
          Series B1                       ---      A2         ---    ---         41             4.033          4.033              4.033   EURIBOR 3M + 0,65%
          B2 Series                       ---      A2         ---    ---         15             1.465          1.465              1.465   EURIBOR 3M + 0,65%

2003      FTGENCAT GC II, FTA.                                               9.500            950.000         24.518             34.169                         AIAF
          AG Series (b)                  AAA       Aaa        ---    ---     7.068            706.800          5.617             13.338   EURIBOR 3M+0,11%
          AS Series                      AA+      Aa1         ---    ---     1.767            176.700          1.404              3.334   EURIBOR 3M+0,48%
          BG Series (b)                   AA      Aa2         ---    ---       176             17.600          4.631              4.631   EURIBOR 3M+0,28%
          BS Series                       A        A1         ---    ---       176             17.600          4.631              4.631   EURIBOR 3M+0,70%
          Series C                       BBB      Baa1        ---    ---       313             31.300          8.235              8.235   EURIBOR 3M+1,45%

2003      FTPYME TDA Sabadell 2, FTA.                                        5.000            500.000         81.889            121.885                         AIAF
          Series 1CA (a)                 AAA       ---       AAA     ---     1.968            196.800         26.654             43.636   EURIBOR 3M
          1SA Series                     AAA       ---       AAA     ---     2.667            266.700         36.121             59.135   EURIBOR 3M+0,26%
          2SA Series                      AA       ---        A      ---       215             21.500         11.259             11.259   EURIBOR 3M+0,50%
          Series 3SA                     BBB       ---       BBB     ---       150             15.000          7.855              7.855   EURIBOR 3M+1,20%

2003      TDA FTPYME 4, FTA (*)                                               1.079           107.900         26.273             36.977                         AIAF
          2CA series                     AA+       ---        ---    ---        824            82.400         17.098             20.767   EURIBOR 3M + 0,2%
          2SA Series                      AA       ---        ---    ---        206            20.600          4.275             11.310   EURIBOR 3M + 0,4%
          Series B                       BB        ---        ---    ---         49             4.900          4.900              4.900   EURIBOR 3M + 1,8%

2003      17-JOINT TDA, FTA (*)                                               2.484           248.327         63.105             78.386                         AIAF
          A1 Series                       ---      Aaa        ---    ---      1.954           195.400         45.629             58.119   EURIBOR 3M + 0,24%
          A2 Series                       ---     Aa1         ---    ---        438            43.800          8.349             11.140   EURIBOR 3M + 0,26%
          Series B1                       ---      A3         ---    ---         70             6.927          6.927              6.927   EURIBOR 3M + 0,65%
          B2 Series                       ---     Baa3        ---    ---         22             2.200          2.200              2.200   EURIBOR 3M + 0,65%

2004      GC Sabadell 1, FTH                                                12.000        1.200.000          465.121            536.169                         AIAF
          A1 Series                       ---      Aaa       AAA     ---     1.500          150.000                0                  0   EURIBOR 3M+0,06%
          A2 Series                       ---      Aaa       AAA     ---    10.206        1.020.600          441.578            508.244   EURIBOR 3M+0,17%
          Series B                        ---      A2         A      ---       192           19.200           15.375             18.237   EURIBOR 3M+0,42%
          Series C                        ---     Baa2       BBB     ---       102           10.200            8.168              9.688   EURIBOR 3M+0,78%

2004      IM FTPYME SABADELL 3, FTA.                                         6.000            600.000        114.537             34.293                         AIAF
          1SA Series                      ---      Aaa       AAA     ---     4.408            440.800              0             12.800   EURIBOR 3M+0,11%
          Series 1CA (a)                  ---      Aaa       AAA     ---     1.241            124.100         93.044                  0   EURIBOR 3M -0,01%
          Series 2                        ---      A2         A      ---       234             23.400         14.329             14.329   EURIBOR 3M+0,35%
          Series 3SA                      ---     Baa3       BBB-    ---       117             11.700          7.164              7.164   EURIBOR 3M+0,80%

2005      GC FTPYME SABADELL 4, FTA.                                         7.500            750.000        192.589            259.805                         AIAF
          AS Series                      AAA       Aaa        ---    ---     5.494            549.400              0             59.205   EURIBOR 3M+0,10%
          AG Series (a)                  AAA       Aaa        ---    ---     1.623            162.300        154.289            162.300   EURIBOR 3M+0,00%
          Series B                        A        A2         ---    ---       240             24.000         24.000             24.000   EURIBOR 3M+0,42%
          Series C                       BBB      Baa3        ---    ---       143             14.300         14.300             14.300   EURIBOR 3M+0,70%

2005      GC FTGENCAT SABADELL 1, FTA.                                       5.000            500.000        210.367            298.996                         AIAF
          AS Series                      AAA       ---        ---    ---     1.289            128.900              0                  0   EURIBOR 3M+0,15%
          AG Series (b)                  AAA       ---        ---    ---     3.456            345.600        184.867            273.496   EURIBOR 3M -0,04%
          Series B                        A        ---        ---    ---       198             19.800         19.800             19.800   EURIBOR 3M+0,42%
          Series C                       BBB       ---        ---    ---        57              5.700          5.700              5.700   EURIBOR 3M+0,78%

2005      TDA FTPYME 5, FTA (*)                                                 426            42.600         28.096             37.760                         AIAF
          2CA series                     AA+       ---        ---    ---        288            28.800         17.261             24.949   EURIBOR 3M
          2SA Series                      AA       ---        ---    ---         74             7.400          4.435              6.411   EURIBOR 3M + 0,25%
          Series 3SA                     BBB       ---        ---    ---         64             6.400          6.400              6.400   EURIBOR 3M + 1,50%

2005      TDA 23, FTA (*)                                                     2.887           288.652        122.195            146.562                         AIAF
          Series A                        ---      Aaa        ---    ---      2.810           281.000        114.543            138.911   EURIBOR 3M + 0,09%
          Series B                        ---      A2         ---    ---         55             5.470          5.470              5.470   EURIBOR 3M + 0,3%
          Series C                        ---     Baa3        ---    ---         22             2.181          2.181              2.181   EURIBOR 3M + 0,75%

2005      FTPYME TDA 6 FTA (*)                                                  420            42.000         35.389             50.517                         AIAF
          2CA series                     AA+       ---        ---    ---        300            30.000         24.711             30.000   EURIBOR 3M
          2SA Series                      A        ---        ---    ---         75             7.500          6.178             16.017   EURIBOR 3M + 0,45%
          Series 3SA                      B        ---        ---    ---         45             4.500          4.500              4.500   EURIBOR 3M + 0,65%

Subtotal until 2005                                                                                       1.427.309          1.285.317




                                                                              61
In thousands of euro
                                              RATING                             Issue             Amount outstanding liabilities
                   Asset Type                                         Number
Year                  securitized     FITCH   MOODY'S   S&P    DBRS      Title      Amount            2010               2009          Performance        Market

Subtotal until 2005                                                                                   1.427.309         1.285.317

2006 IM FTGENCAT SABADELL 2, FTA                                        5.000            500.000         304.616          418.281                          AIAF
     AS Series                        AAA        ---     ---    ---     2.028            202.800           7.416          121.081   EURIBOR 3M+0,15%
     AG Series (b)                    AAA        ---     ---    ---     2.717            271.700         271.700          271.700   3M EURIBOR - 0.045%
     Series B                          A         ---     ---    ---       198             19.800          19.800           19.800   EURIBOR 3M+0,40%
     Series C                         BBB        ---     ---    ---        57              5.700           5.700            5.700   EURIBOR 3M+0,70%

2006 FTPYME GC Sabadell 5, FTA                                         12.500       1.250.000            396.978          535.804                          AIAF
     A1 Series                        AAA        ---     ---    ---     2.200         220.000                  0                0   EURIBOR 3M+0,07%
     A2 Series                        AAA        ---     ---    ---     8.803         880.300            247.278          386.104   EURIBOR 3M+0,13%
     A3 Series (G) (a)                AAA        ---     ---    ---       828          82.800             82.800           82.800   EURIBOR 3M+0,01%
     Series B                          A         ---     ---    ---       400          40.000             40.000           40.000   EURIBOR 3M+0,30%
     Series C                         BBB        ---     ---    ---       269          26.900             26.900           26.900   EURIBOR 3M+0,58%

2006 26-JOINT TDA, FTA (*)                                               4.354           435.140         282.154          332.737                          AIAF
     Series 1-A2                      AAA       Aaa      ---    ---      4.021           402.100         253.518          302.837   EURIBOR 3M + 0,14%
     Series 1-B                        A       Aa3       ---    ---        115            11.499          11.499           11.499   EURIBOR 3M + 0,35%
     1-C Series                       BBB      Baa1      ---    ---         35             3.412           3.412            3.412   EURIBOR 3M + 0,5%
     Series 1-D                       CCC       Ca       ---    ---         40             3.917           3.917            3.917   EURIBOR 3M + 3,5%
     Series 2-A                       AAA        ---     ---    ---        130            13.000           8.646            9.860   EURIBOR 3M + 0,16%
     2-B Series                        A-        ---     ---    ---         10               912             912              912   EURIBOR 3M + 0,37%
     2-C Series                       CCC        ---     ---    ---          3               300             250              300   EURIBOR 3M + 2,5%

2007 GC FTPYME SABADELL 6, FTA                                         10.000       1.000.000            423.093          558.015                          AIAF
     A1 Series                         ---      Aaa     AAA     ---     1.750         175.000                  0                0   EURIBOR 3M+0,11%
     A2 Series                         ---      Aaa     AAA     ---     6.354         635.400            233.493          368.415   EURIBOR 3M+0,19%
     A3 Series (G) (a)                 ---      Aaa     AAA     ---     1.341         134.100            134.100          134.100   EURIBOR 3M+0,005%
     Series B                          ---      A2       A      ---       355          35.500             35.500           35.500   EURIBOR 3M+0,43%
     Series C                          ---     Baa2     BBB-    ---       200          20.000             20.000           20.000   EURIBOR 3M+0,75%

2007 IM SABADELL ENTERPRISES 1, FTA                                    10.000       1.000.000            425.517          583.674                          AIAF
     A1 Series                         ---      Aaa     AAA     ---     2.000         200.000                  0                0   EURIBOR 3M+0,25%
     A2 Series                         ---      Aaa     AAA     ---     7.390         739.000            364.517          522.674   EURIBOR 3M+0,35%
     Series B                          ---      A3       A      ---       250          25.000             25.000           25.000   EURIBOR 3M+1,25%
     Series C                          ---     Baa3     BBB     ---       360          36.000             36.000           36.000   EURIBOR 3M+2,50%

2007 IM FTGENCAT SABADELL 3, FTA                                        3.500            350.000         155.301          209.911                          AIAF
     AS Series                         ---       ---    AAA     ---     1.690            169.000               0           28.911   EURIBOR 3M+0,25%
     AG Series (b)                     ---       ---    AAA     ---     1.573            157.300         131.601          157.300   EURIBOR 3M+0,21%
     Series B                          ---       ---     A      ---       139             13.900          13.900           13.900   EURIBOR 3M+1,25%
     Series C                          ---       ---    BBB     ---        98              9.800           9.800            9.800   EURIBOR 3M+2,50%

2007 TDA 29, FTA (*)                                                     4.513           451.063         312.259          352.169                          AIAF
     A1 Series                        AAA       Aaa      ---    ---      1.928           192.800          53.996           93.905   EURIBOR 3M + 0,14%
     A2 Series                        AAA       Aaa      ---    ---      2.408           240.773         240.773          240.773   EURIBOR 3M + 0,2%
     Series B                          A        A1       ---    ---         97             9.631           9.631            9.631   EURIBOR 3M + 0,5%
     Series C                         BBB      Baa3      ---    ---         52             5.148           5.148            5.148   EURIBOR 3M + 0,85%
     Series D                         CCC        C       ---    ---         28             2.712           2.712            2.712   EURIBOR 3M + 3,5%

2007 TDA FTPYME 7, FTA (*)                                               2.904           290.400         144.599          190.535                          AIAF
     A1 Series                         ---      Aaa      ---    ---      2.303           230.300          84.499          130.435   EURIBOR 3M + 0,3%
     Series A2 (G)                     ---      Aaa      ---    ---        183            18.300          18.300           18.300   EURIBOR 3M + 0,1%
     Series B                          ---     Baa3      ---    ---        202            20.200          20.200           20.200   EURIBOR 3M + 0,6%
     Series C                          ---     Caa1      ---    ---        112            11.200          11.200           11.200   EURIBOR 3M + 1,25%
     Series D                          ---       C       ---    ---        104            10.400          10.400           10.400   EURIBOR 3M + 4%

Subtotal up to 2007                                                                                  3.871.826          3.591.001




                                                                         62
In thousands of euro
                                                        RATING                            Issue             Amount outstanding liabilities
               Asset Type                                                      Number
Year              securitized               FITCH    MOODY'S     S&P    DBRS      Title      Amount            2010               2009              Performance     Market

Subtotal until 2007                                                                                            3.871.826         3.591.001

2008 BUSINESS 2 GC Sabadell, FTA                                                10.000       1.000.000            470.972          656.561                           AIAF
     A1                                      ---       ---       AAA     ---     2.000         200.000                  0                0       EURIBOR 3M+0,35%
     A2                                      ---       ---       AAA     ---     7.475         747.500            418.472          604.061       EURIBOR 3M+0,55%
     B                                       ---       ---       AAA     ---       400          40.000             40.000           40.000       EURIBOR 3M+1,25%
     C                                       ---       ---       BBB-    ---       125          12.500             12.500           12.500       EURIBOR 3M+1,75%
2008 IM SABADELL RMBS 2, FTA                                                    14.000       1.400.000          1.058.788        1.201.367                           AIAF
     A                                       ---       ---       AAA     ---    13.650       1.365.000          1.023.788        1.166.367 EURIBOR 3M+0,45%
     B                                       ---       ---        A      ---       182          18.200             18.200           18.200 EURIBOR 3M+1,25%
     C                                       ---       ---       BBB     ---       168          16.800             16.800           16.800 EURIBOR 3M+1,75%
2008 IM FTPYME SABADELL 7, FTA                                                  10.000       1.000.000            554.552          716.188                           AIAF
     A1                                      ---       ---       AAA     ---     4.975         497.500             52.052          213.688       EURIBOR 3M+0,45%
     A2 (G)                                  ---       ---       AAA     ---     4.025         402.500            402.500          402.500       EURIBOR 3M+0,50%
     B                                       ---       ---        A      ---       650          65.000             65.000           65.000       EURIBOR 3M+1,25%
     C                                       ---       ---       BB-     ---       350          35.000             35.000           35.000       EURIBOR 3M+1,75%
2008 IMFTGENCAT SABADELL 4, FTA                                                  5.000            500.000         309.077          500.000                           AIAF
     A1                                      ---       ---       AAA     ---     2.350            235.000          44.077          235.000       EURIBOR 3M+0,30%
     A2 (G)                                  ---       ---       AAA     ---     1.941            194.100         194.100          194.100       EURIBOR 3M+0,50%
     B                                       ---       ---        A      ---       393             39.300          39.300           39.300       EURIBOR 3M+1,25%
     C                                       ---       ---        B      ---       316             31.600          31.600           31.600       EURIBOR 3M+1,75%
2008 IM SABADELL RMBS 3, FTA                                                    14.400       1.440.000          1.154.794        1.440.000                           AIAF
     A                                       ---       Aaa        ---    ---    14.112       1.411.200          1.125.994        1.411.200 EURIBOR 3M+0,40%
     B                                       ---       A1         ---    ---       144          14.400             14.400           14.400 EURIBOR 3M+0,85%
     C                                       ---      Baa3        ---    ---       144          14.400             14.400           14.400 EURIBOR 3M+1,25%

2008 COMPANIES SABADELL IM 3, FTA                                               17.400       1.740.000          1.097.836        1.740.000                           AIAF
     A                                       ---      Aaa         ---    ---    14.094       1.409.400            767.236        1.409.400 EURIBOR 3M+0,35%
     B                                       ---       A3         ---    ---     2.088         208.800            208.800          208.800 EURIBOR 3M+1,0%
     C                                       ---      Ba2         ---    ---     1.218         121.800            121.800          121.800 EURIBOR 3M+1,50%

2008 TDA 31, FTA (*)                                                              3.000           300.000         228.053          263.846                           AIAF
     Series A                                ---       Aaa        ---    ---      2.805           280.500         208.553          244.346 EURIBOR 3M + 0,3%
     Series B                                ---       A2         ---    ---         60             6.000           6.000            6.000 EURIBOR 3M + 0,6%
     Series C                                ---      Baa3        ---    ---        135            13.500          13.500           13.500 EURIBOR 3M + 1,2%

2009 GC COMPANIES SABADELL 4, FTA                                                6.200            620.000         426.413          620.000                           AIAF
     A                                       ---      Aaa         ---    ---     5.258            525.800         332.213          525.800 EURIBOR 3M+0,55%
     B                                       ---       A3         ---    ---       251             25.100          25.100           25.100 EURIBOR 3M+1,25%
     C                                       ---      Ba2         ---    ---       691             69.100          69.100           69.100 EURIBOR 3M+1,75%

2009 IM SABADELL COMPANIES 5 FTA                                                 9.000            900.000         900.000          900.000                           AIAF
     A1                                      ---       ---       AAA     ---     1.500            150.000         150.000          150.000 EURIBOR 3M+0,40%
     A2                                      ---       ---       AAA     ---     5.340            534.000         534.000          534.000 EURIBOR 3M+0,50%
     B                                       ---       ---        B      ---     2.160            216.000         216.000          216.000 EURIBOR 3M+1,50%

2009 AD ENTERPRISES 1, FTA (*)                                                    2.750           275.000         190.624          275.000                           AIAF
     Series A                                ---       Aaa        A      ---      2.145           214.500         130.124          214.500 EURIBOR 3M + 0,3%
     Series B                                ---       B3         ---    ---        605            60.500          60.500           60.500 EURIBOR 3M + 1.5%

2010 GC FTPYME SABADELL 8, FTA                                                  10.000       1.000.000          1.000.000                    0                       AIAF
     A1 (G) (a)                              ---       ---       AAA    AAA      2.500         250.000            250.000                    0   EURIBOR 3M+1,30%
     A2 (G) (a)                              ---       ---       AAA    AAA      3.900         390.000            390.000                    0   EURIBOR 3M+1,35%
     A3                                      ---       ---       AAA    AAA      1.600         160.000            160.000                    0   EURIBOR 3M+1,40%
     B                                       ---       ---       BB     BBH      2.000         200.000            200.000                    0   EURIBOR 3M+1,50%

2010 BUSINESS 2 TDA, FTA (*)                                                      2.000           200.000         200.000                    0                       AIAF
     Series A                                ---       Aaa       AAA     ---      1.563           156.300         156.300                    0 EURIBOR 3M + 0,3%
     Series B                                ---      Baa1        ---    ---        437            43.700          43.700                    0 EURIBOR 3M + 1,5%

Total                                                                                                         11.462.935       11.903.963
(*) Current securitization plans Guipuzcoano Bank.



Of the total outstanding balance, the amount of bonds related to assets not written off the balance sheet,
classified under the heading of marketable debt securities of the group (see note 20), amounted to 2,061,428
thousands of euros fiscal year 2010 and 2,155,218 thousand euros for 2009.



                                                                                  63
NOTE 10 - Adjustments to financial assets and financial liabilities on macro-hedging

At December 31, 2010, the balances shown in this section of assets and liabilities of the consolidated balance
sheet under capital gains / losses on the items covered by fair value hedges of interest rate on portfolios of
financial instruments. At that date, the losses associated with the hedged items amounting to 451,064
thousand euros (452,290 thousand euros at December 31, 2009) and are offset almost entirely by gains
associated with the corresponding derivative instrument.

NOTE 11 - DUE TO COVERAGE OF ASSETS AND LIABILITIES

The breakdown of the fair values of these items in the consolidated balance sheets at December 31, 2010 and
2009, according to the type of coverage done is the following:

In thousands of euro
                                                              2010                              2009
                                                        Assets        Liabilities           Assets        Liabilities

Micro-hedges:
Fair value hedges                                      10.130           41.471              8.055           68.129
Cash flow hedges                                           89               70                381              639
    It should: Registered capital (note 28)                 0               89               387              415
Macro-hedges:
Fair value hedges                                     474.100           53.282            659.284           7.085
Cash flow hedges                                        3.245            9.492                361          33.136
    It should: Registered capital (note 28)               348            1.155               470           17.755

Total                                                 487.564          104.315            668.081          108.989

By currency:
In euro                                               487.564          102.962            667.752          108.227
Foreign currency                                            0            1.353                329              762

Total                                                 487.564          104.315            668.081          108.989



The main hedging interest rate risk are hired by the group operations swaps Interest rate (fixed-variable). The
main technique used for the evaluation of them is the discounted cash flow.

To carry out the management policy of interest rate risk (see note 36 Financial risk management), the group
hires hedge. The following describes the main types of coverage:

to)      Fair value hedges:

Then details the items covered:

     Financing transactions in capital markets group and issued a fixed rate. The fair value of these swaps at
      December 31, 2010 and 2009, amounted to a debtor amount of 424,160 and 599,435 thousand,
      respectively. 

     Liabilities sold through the group's sales network and a fixed interest rate. The fair value of these swaps at
      December 31, 2010 and 2009, amounted to 24,388 and borrowing an amount of EUR 27,389 thousand,
      respectively. 

     Individual operations of asset group with fixed interest rate. The fair value of these swaps at December 31,
      2010 and 2009, amounted to an amount owed to 13,779 and 10,985 thousand, respectively. 



                                                         64
Additionally, the bank had hired a swap rate with a counterparty whose fair value recognized reputation to
December 31, 2009 amounted to an amount owed to 22,816 thousand euros, which was designated as
hedges of exchange rate on various issues in capital markets denominated in U.S. dollars (USD). Both
emissions and the above exchange are due during the current year.

Most hedging is done by entities Banco de Sabadell, SA, Banco Urquijo Sabadell Banca Privada, SA and Banco
Guipuzcoano, SA

In connection therewith, gains and losses recognized in the year, both the hedge as the hedged item, are
detailed below:

In thousands of euro

                                                         2010                                  2009
                                               Instruments                            Instruments
                                                   hedging       Hedged items             hedging        Hedged items

Micro-hedges                                      (30.426)            31.011             20.055              (20.079)
Fixed assets                                        (1.014)            1.098             (1.494)               1.236
Coverage rate                                          135                 0               (671)                 514
Capital Markets                                       (568)              590                 41                   65
Fixed rate liabilities                            (28.979)            29.323             22.179              (21.894)

Macro-hedges                                    (120.409)            138.581            253.647             (244.014)
Capital market and fixed rate liabilities       (120.409)            138.581            253.647             (244.014)

Total                                           (150.835)            169.592            273.702             (264.093)


b)       Cash flow hedges

The amounts recognized in the consolidated net assets during the year and those amounts written off the
consolidated equity and included in the consolidated results during the year are reported in the statement of
changes in consolidated equity of Banco Sabadell.

In the case of interest rate microcoberturas, inflows of cash flows are expected to materialize in the short term.

The group carries out macro-cash flows aimed at reducing the volatility of net interest income to changes in
interest rates for a one-year time horizon. Thus, this covers macro-hedging future cash flows based on the net
exposure of a portfolio comprising highly probable liabilities with similar exposure to interest rate risk. Currently,
the hedging instruments used for this purpose are swap interest rate.




                                                          65
NOTE 12 - NON-CURRENT ASSETS SALE ASSETS AND LIABILITIES ASSOCIATED WITH ASSETS
HELD FOR SALE

The breakdown of these items in the consolidated balance sheets at December 31, 2010 and 2009 is as
follows:

In thousands of euro

                                                                                        2010                2009

Assets                                                                                465.214             81.541
Tangible assets for own use                                                            23.632             35.375
Tangible asset awarded                                                                350.396             46.166
Intangible Assets                                                                      88.213                  0
Other assets                                                                            2.973                  0

Value adjustments for impairment                                                     (113.300)             (9.995)

Total non-current assets held for sale                                                351.914              71.546


Total liabilities associated with non-current assets held for sale                          0                    0


The balance of this heading relates to non-current assets and liabilities for which it expects to recover book
value through its sale within the year following the year end.

Tangible asset awarded in recorded assets that have been received by borrowers or debtors of the bank, to the
satisfaction of all or part of financial assets representing receivables from those.




                                                                     66
The movement of tangible assets awarded during the years 2010 and 2009 were as follows:

In thousands of euro

                                                                                              Tangible assets
                                                                                                    awarded

Cost:
Balances as of 31 December 2008                                                                      23.883
      Additions / withdrawals by amend. Perimeter                                                         0
      Additions                                                                                      50.687
      Reductions                                                                                    (44.103)
      Transfers                                                                                      51.074
Balances as of 31 December 2009                                                                      81.541
      Additions / withdrawals by amend. Perimeter                                                       298
      Additions                                                                                     104.243
      Reductions                                                                                    (24.548)
      Transfers                                                                                      82.983
      Guipuzcoano Bank Group Incorporation                                                          220.697
Balances as of 31 December 2010                                                                     465.214

Value adjustments for impairment:
Balances as of 31 December 2008                                                                       2.772
      Additions / withdrawals amend. Perimeter                                                            0
      Additions                                                                                       9.678
      Reductions                                                                                     (2.762)
      Transfers                                                                                         307
Balances as of 31 December 2009                                                                       9.995
     Additions / withdrawals amend. Perimeter                                                             0
     Additions                                                                                       19.982
     Reductions                                                                                      (6.991)
     Transfers                                                                                            0
     Guipuzcoano Bank Group Incorporation                                                            90.314
Balances as of 31 December 2010                                                                     113.300

Net balances to December 31, 2009                                                                    71.546

Net balances to December 31, 2010                                                                   351.914


The group is currently in the process of finding an industrial partner for the joint development of software
technology platform of the group with the aim of creating a business create value from the platform and
promote it as a technological solution integrated bank. These effects have already taken some organizational
and legal measures for the corporate instrumentalization of this plan as an evolution of the current
configuration in society Bansabadell Information System Group, SA's industrial partner will control the new
company.

Following this, the group has reclassified the portion of intangible assets included in society Bansabadell
Information System, SA that would be involved in the transaction to assets held for sale.




                                                    67
Shareholdings (Note 13)

The breakdown and movement of this caption at December 31, 2010 and 2009 is as follows:

In thousands of euro
                                                                  Due to
                                                                 results
                                                          Consolidated         Due to                                            Due to
                                                            companies      acquisition                                       Difference
                                                      by equity method              or      Due to                                   of

                                         Balance at                          increase      sale or     Due to      Due to    conversion     Balance at

                                         31.12.2009                            capital DISSOLUTION   Dividends    transfer    and other    31.12.2010

Consolidated companies
using the equity method:
Adelanta Corporation, SA                    37.894                674              0            0          (74)         0            0        38.494
Air Miles Spain, SA                              0                 88          2.140            0            0          0            0         2.228
Anara Guipúzcoa, SL                              0                  0          1.030            0            0          0            0         1.030
Regional Aviation Cantabra IEA               8.693               (247)             0            0            0          0            0         8.446
Banco del Bajio, SA (a)                    100.385             12.840          6.108            0      (3.000)          0        9.105       125.438
BanSabadell Pensiones, EGFP, SA             13.634              3.233              0            0      (1.380)          0         (614)       14.873
BanSabadell General Insurance
                                             6.613                833               0           0           0           0         (263)         7.183
  Insurance and Reinsurance SA
BanSabadell Vida, SA de Seguros y
                                           124.433             20.356               0           0           0           0        1.693       146.482
  Reaseguros
Centro Financiero BHD, SA (a)               41.973             15.620          5.831            0     (11.058)          0          279        52.645
Real Estate Development
                                                 0                   0         1.352            0           0           0            0          1.352
  Pronegui, SL
Dexia Sabadell, SA                         183.535             20.961               0           0      (5.673)          0       (5.493)      193.330
Diana Capital Investment
                                                 0                  (9)        1.039            0           0           0            0          1.030
   SGECR, SA
Espazios Murcia, SL                              0                (19)         1.965            0           0           0            0          1.946
Industrial Establishments
                                            38.319              2.137               0           0      (2.642)          0           48        37.862
   y Servicios, SL
Eurofragance, SL                                 0                562          9.050            0           0           0             0        9.612
Garnova, SL                                 47.920              1.532              0            0        (754)          0             0       48.698
Solar Gate, SL                                   0                 24          1.860            0           0           0             0        1.884
Graphs, SA Art on Paper                      3.037                277              0            0           0           0            68        3.382
Ilundain flour, SA                               0                 (2)         2.933            0           0           0             0        2.931
Intermas Nets, SA                           24.146                792              0            0        (600)          0             0       24.338
J. Feliu de la Penya, SL                     7.327                905              0            0           0           0             0        8.232
Key Vil I, SL                                    0                  0          1.148            0           0           0             0        1.148
MP Costa Blanca, SL                              0                  0          2.197            0           0           0             0        2.197
Wind Energy Park Veciana - cabaret, SL       1.233               (459)         1.419            0           0           0             0        2.193
Wind Farm The Peñuca, SL                     3.313                180              0       (3.402)          0           0           (91)           0
Windfarm Magaz, SL                           5.427                101              0            0           0           0         (806)        4.722
Abaco Promotions
                                                 0                 34          1.826            0           0           0            0          1.860
Costa Almeria, SL
Aguiver Promotions, SL                           0                   0         2.008            0           0           0            0          2.008
Saprosin Promotions, SL                          0               (250)         2.143            0           0           0            0          1.893
Creixent SBD, SA                             2.869                 (18)            0            0           0           0            0          2.851
Portfolio Company Valles
                                             2.463               (120)              0           0         (53)          0            0          2.290
   SICAV, SA
Investment Company
                                            47.271                160               0           0        (160)          0            0        47.271
   Comsa Emte Holdings, SL
Other                                        5.590             (1.037)         9.195            0           0           0         (105)       13.643

Total                                      706.075             79.148         53.244       (3.402)    (25.394)          0        3.821       813.492
(A) Equivalent in euros.




                                                                             68
In thousands of euro
                                                                 Due to
                                                               results
                                                           companies          Due to                                              Due to
                                                        Consolidated      acquisition                                         Difference
                                                       by the method               or       Due to                                    of
                                          Balance at               of       increase        sale or      Due to      Due to   conversion    Balance at
                                         31.12.2008          holdings          equity DISSOLUTION     Dividends    transfer    and other   31.12.2009

Consolidated companies
for using the equity method:
Advances Corporation, SA                    37.870               74               0              0          (50)         0            0        37.894
Regional Aviation Cantabra IEA               8.220              513               0              0          (40)         0            0         8.693
Banco del Bajio, SA (a)                     91.398            7.450           6.485              0      (4.403)          0         (545)      100.385
BanSabadell Pensiones, EGFP, SA             15.406            1.380               0              0      (3.152)          0            0        13.634
BanSabadell Seguros Generales, SA
                                             6.286              355               0              0           0           0          (28)        6.613
   Insurance and Reinsurance
BanSabadell Vida, SA de Seguros y
                                            75.521           26.088               0              0           0           0       22.824       124.433
   Reaseguros
Centro Financiero BHD, SA (a)               37.379            9.994           4.885              0      (9.608)          0         (677)       41.973
Dexia Sabadell, SA                         150.637           26.000               0              0           0           0        6.898       183.535
Industrial Establishments
                                            39.107              (291)             7              0           0           0         (504)       38.319
   y Servicios, SL
Garnova, SL                                 46.830            1.090               0              0           0           0            0        47.920
Graphs, SA Art on Paper                      1.865            1.152               0              0           0           0           20         3.037
Intermas Nets, SA                           23.036            1.590               0              0        (480)          0            0        24.146
J. Feliu de la Penya, SL                         0             (800)         10.501              0        (120)          0       (2.254)        7.327
Wind Energy Park Veciana - cabaret, SL       1.104              129               0              0           0           0            0         1.233
Wind Farm The Peñuca, SL                     3.261              219               0              0           0           0         (167)        3.313
Windfarm Magaz, SL                           4.233             (362)          2.192              0           0           0         (636)        5.427
Creixent SBD, SA                             2.890               (21)             0              0           0           0            0         2.869
Portfolio Company Valles
                                             2.215              248               0              0           0           0            0         2.463
   SICAV, SA
Investment Company
                                                  0                0         47.271              0           0           0            0        47.271
   Comsa Emte Holdings, SL
Other                                       40.708            (1.442)           679        (34.355)          0           0            0         5.590

Total                                      587.966           73.366          72.020        (34.355)    (17.853)          0       24.931       706.075
(A) Equivalent in euros.


The goodwill of the shares at 31 December 2010 amounted to 9185 million euros.




                                                                            69
NOTE 14 - ACTIVE MATERIAL

The breakdown of this caption in the consolidated balance sheets at December 31, 2010 and 2009 is as
follows:

In thousands of euro
                                                         2010                                                           2009
                                       Cost     amortization       Impairment     Net value          Cost     amortization Impairment         Net value

Tangible fixed assets               1.621.667         (715.254)        (5.894)         900.519    1.563.811        (595.917)         (5.185)        962.709
For own use:                        1.480.206        (669.332)         (5.894)         804.980    1.423.479        (551.601)        (5.185)         866.693
Computer equipment
and facilities                       257.976         (200.245)              0            57.731    207.540         (163.596)             0           43.944
Furniture, vehicles and other
equipment                            693.598         (385.708)              0          307.890     594.627         (285.009)        (2.272)         307.346
Buildings                            459.168          (83.376)         (5.894)         369.898     568.653         (102.993)        (2.913)         462.747
Work in progress                      41.705                0               0           41.705      29.679                0              0           29.679
Other                                 27.759               (3)              0           27.756      22.980               (3)             0           22.977

Leased out under operating leases    141.461          (45.922)              0            95.539    140.332           (44.316)            0           96.016

Investment in properties             228.411             (6.930)      (40.451)         181.030     184.353            (3.411)        (3.461)        177.481
Buildings                            219.552            (6.880)       (40.378)         172.294     180.080            (3.411)       (3.461)         173.208
farms, plots and land                  8.859                (50)           (73)          8.736       4.273                 0              0           4.273

Total                               1.850.078         (722.184)       (46.345)       1.081.549    1.748.164        (599.328)        (8.646)       1.140.190



The movement during 2010 and 2009 of the balance of tangible assets is as follows:




                                                                        70
In thousands of euro
                                                          Furniture and   Investment   Cedid assets.
                                            Real estate     equipment        property leased. operat.         Total

Cost:
Balances as of 31 December 2008               696.078         820.500       82.888         133.300      1.732.766
      Additions                                12.796         102.902      114.534           58.031       288.263
      Reductions                              (24.279)       (149.549)        (122)         (33.394)     (207.344)
      Changes in scope                              0          26.284        2.534                0        28.818
     Other                                    (63.283)           2.030     (15.481)         (17.605)      (94.339)
Balances as of 31 December 2009               621.312         802.167      184.353         140.332      1.748.164
     Additions                                 15.196          63.522       15.941           37.239       131.898
     Reductions                              (181.337)        (12.947)     (10.969)         (35.364)     (240.617)
     Changes in scope                           6.852              821           0                0         7.673
     Other                                        112           (5.260)     28.674             (746)       22.780
     Guipuzcoano Bank Group Incorporation      66.497         103.271       10.412               0        180.180
Balances as of 31 December 2010               528.632         951.574      228.411         141.461      1.850.078

Accumulated amortization:
Balances as of 31 December 2008               111.776         463.246        1.840          41.298       618.160
     Additions                                  9.049          60.119        2.014          21.499        92.681
     Reductions                                (6.205)        (76.246)         (87)          (8.414)     (90.952)
     Changes in scope                               0           1.288            0                0        1.288
     Other                                    (11.624)            198         (356)        (10.067)      (21.849)
Balances as of 31 December 2009               102.996         448.605        3.411          44.316       599.328
     Additions                                   7.193         63.649        2.373          22.776        95.991
     Reductions                               (41.272)         (7.792)        (245)        (20.539)      (69.848)
     Changes in scope                              493            176            0               0            669
     Other                                      (1.074)        (1.677)         699            (631)        (2.683)
     Guipuzcoano Bank Group Incorporation      15.043          82.992          692               0        98.727
Balances as of 31 December 2010                83.379         585.953        6.930          45.922       722.184

Impairment losses:
Balances as of 31 December 2008                23.894            9.795           0                0        33.689
     Additions                                    946                0       3.461                0          4.407
     Reductions                               (21.211)               0           0                0       (21.211)
     Other                                       (716)          (7.523)          0                0         (8.239)
Balances as of 31 December 2009                 2.913            2.272       3.461                0          8.646
     Additions                                  1.379               13      26.238                0        27.630
     Reductions                                  (146)               0        (617)               0           (763)
     Changes in scope                               0           (2.272)      4.291                0          2.019
     Other                                      1.647              (13)      7.078                0          8.712
     Guipuzcoano Bank Group Incorporation          101               0           0                0           101
Balances as of 31 December 2010                  5.894               0      40.451                0        46.345

Net balances to December 31, 2009             515.403         351.290      177.481          96.016      1.140.190

Net balances to December 31, 2010             439.359         365.621      181.030          95.539      1.081.549




                                                  71
The fair value of the property for own use, to December 31, 2010, is 713,519 thousand euros, approximately
(1,034,252 thousand euros, roughly in 2009). To calculate the fair value of the property has been appraised
values party certified appraisal companies. The valuation methods used by the appraisal company has been
compared to freely available properties and / or personal use, capitalization of income for rented properties
and the method of static residual land value calculations.

The gross value of assets for own use that were in use and fully depreciated at December 31, 2010 and 2009
amounted to 297,678 thousand euros and 196,038 thousand, respectively.

The net book cost of tangible assets for business abroad amounts to 49,987 thousand euros at December 31,
2010 (39,377 thousand euros at December 31, 2009).

During fiscal 2010, the group has finalized the sale of 379 properties (68 properties in 2009) for a total
purchase price of 410 million euros (124 million euros in 2009) and a net profit of 252,737 thousand euros
(67,463 thousand euros in 2009). At the same event were arranged with buyers operating leases
(maintenance, insurance and taxes by the bank) of these properties with a mandatory term of 10-25 years in all
cases for which income (fixed initially at 2,417 thousand euros per month) is updated annually.

In 396 leases (35 contracts in 2009), joins option exercisable by the group and in 14 leases (33 contracts in
2009) the group has no option.

Among the other conditions agreed upon, all normal market operating leases, include, among other things, that
none of the above leases involving transfer of ownership of local bank to the end of them, taking entity the right
to extend the leases beyond the mandatory minimum. But the club did not give any guarantee buyers possible
losses from early termination of contracts, or on possible fluctuations in the residual value of the said property.
The sales prices of the premises, and any subsequent agreed rental income have been determined by fair
market value at that date.

The rental expense recognized by the group during fiscal 2010 for such contracts amounted to 18,430
thousand euros (3,729 thousand euros in 2009) which is recorded under other general administrative
expenses of the profit and loss account (Note 33.f).

In connection with this set of operating leases, the present value of future minimum payments the bank will
incur during the binding (considering that they will not exercise options to purchase extensions or existing)
amounts to 31 December 2010 to 37,813 thousand euros in the period of one year (7422 thousand in 2009),
120 028 thousand euros from one to five years (25,174 thousand euros in 2009) and 170,845 thousand
euros to more than five years (33,784 thousand euros in 2009).

As for the game of active material disposed on operating lease, the majority of operations arranged on
operating leases are made through the company BanSabadell Renting, SA and refer to vehicles.

About the game of real estate investments, the fair value of these assets amounts to 213,799 thousand euros
at year-end 2010. Revenues from income from investment properties and direct costs related to both
investment property that generated income during the year as they did not generate income are not significant
in the context of the consolidated financial statements.




                                                       72
Banco de Sabadell, SA and the companies acquired Banco Herrero, SA and European Investment Income, SL
benefited in 1996 to update balances, regulated in Article 5 of Royal Decree Law 7 / 1996 of 7 June and
subsequent standards developed it, and updated their tangible assets in accordance with the provisions of
Royal Decree 2607/1996 of 20 December. The maximum amount of updating each asset or liability was the
market value, according to the relevant expert. Increases in tangible fixed assets were for each of these
companies:

In thousands of euro

                                                                                               Update amount

Banco de Sabadell, SA                                                                                36.402
Banco Herrero, SA (1)                                                                                 6.353
European Investment and Income, SL (2)                                                                2.254

Total                                                                                                45.009
(1) Merger by absorption of Banco Herrero, SA Banco de Sabadell, SA in 2002.
(2) European merger by absorption of Inversiones y Rentas, SL Banco de Sabadell, SA in 2008.


Of the total amount held on the asset revaluation, has been practiced in the year 2010 a depreciation of 303
thousand euros relating to Banco de Sabadell, SA (543 thousand euros relating to Banco de Sabadell, SA in
2009).

Under the heading of tangible assets include current assets in the balance incorporated bank, mergers made to
date Solbank SBD, SA, Banco Herrero, SA, Banco de Asturias, SA, BanSabadell Leasing EFC, SA, Solbank
Leasing EFC, SA, BanAsturias Leasing EFC, SA, Banco Atlantico, SA, Banco Urquijo, SA and European
Investment Income SL, whose detailed breakdown is included in the books legalized in the Registry.




                                                                          73
NOTE 15 - INTANGIBLE ASSETS

The breakdown of this caption at December 31, 2010 and 2009 is as follows:

In thousands of euro
                                                                                         2010                2009

Goodwill                                   :                                           748.622             490.930
Aurica XXI, SCR, SA                                                                      1.128               1.128
Axel Group, SL                                                                           6.610               5.324
Banco Urquijo                                                                          473.837             473.837
BanSabadell Fincom, EFC, SA                                                              4.923               4.923
Professional BanSabadell, SL (2)                                                           984                 984
Guipuzcoano Bank Group (1)                                                             225.619                   0
Jerez Solar, SL                                                                          3.312               3.486
Sabadell Corporate Finance, SL                                                           1.248               1.248
Sabadell United Bank, NA (1)                                                            30.961                   0

Other intangible assets                             :                                   82.679             179.050
With finite useful life :                                                               82.679             179.050
       Contractual relationships with customers (Banco Urquijo)                         29.145              32.065
       Customer deposits (Banco Urquijo)                                                 2.899               8.101
       Banco Urquijo brand                                                               6.729               7.616
       Miami Private Banking Business                                                   25.380              25.458
       Computer Applications (note 12)                                                  16.913             104.043
       Other capitalized expense                                                         1.613               1.767

Total                                                                                  831.301             669.980
(1) See note 2.
(2) Formerly Tecnocredit, SA


Goodwill

Banco Urquijo

To assess the goodwill of Banco Urquijo, we determined the cost of business combination, taking into account
the fair value of assets given and liabilities incurred, the value of potential revenue and cost synergies
identified and associated costs the transaction. Comparing the cost of business combination with the net fair
value of assets, liabilities and contingent liabilities of the acquiree, arose a difference of 473,837 thousand
euros, which was recorded in the asset and goodwill. To value assets at fair value gains recorded property
worth thousands of EUR 80,690 (EUR 61,410 thousand net of tax) and identified intangible assets amounting
to 78,587 thousand euros (54,598 thousand euros, net of taxes).

This goodwill is allocated to cash generating units (CGU) that were expected to be the beneficiaries of the
identified synergies. These were: UGE Private Banking, Commercial Banking CGU, CGU CGU Business Banking
and Resto. In the case of the synergies that could not be allocated to a specific CGU by limitations in the
available historical information of the acquired company, these were assigned to all UGE. During fiscal 2009,
was appointed goodwill of the CGU to Business Banking Commercial Banking CGU CGU and the new Corporate
Banking, in accordance with the current business model of the group.

At the end of 2010, the bank has assessed whether there are indications of impairment of goodwill of Banco
Urquijo in the process of estimating the recoverable amount. According to the estimation result, there has been
no loss of value of that goodwill.

The valuation methodology used was that of the distributable net discount future benefits associated with the
activity of the bank for a projection period of 5 years (until 2015) plus the terminal value calculation using a
zero rate of growth in perpetuity . The key variables on which financial projections are built: the evolution of net
interest income (determined by the expected business volumes and interest rates), and the evolution of the
remaining items of the income and levels of solvency.




                                                                  74
Forecasts are based on a slight recovery in credit growth and delinquency levels are reduced in recent years
projection. As for the yield curve and in line with the latest estimates of analysts and international organizations
have assumed that the European Central Bank (ECB) kept unchanged in the short term benchmark interest
rate in the absence of inflationary pressures until denote the economic recovery to be sustainable. In relation to
the risk premiums in money markets has been found to remain at current levels until mid-2011 and there will
be a gradual moderation of them in 2012 reaching a level slightly above the average before the start of the
financial turmoil in August 2007. For asset and liability spreads applied on the differential curve is considered a
fixed minimum for most products but for customer deposits is estimated that in the first part of the forecast
period, this differential will be somewhat higher than usual . Among the assumptions used for other key items
of the income statement include the recovery of the levels of fee income and cost containment. Finally, to
determine the flow of distributable profits have been taken into account the minimum solvency levels to cover,
according to Basel II.

The present value of future cash flows to be distributed, used to obtain the value in use, was calculated using
as the discount rate the cost of capital of Banco Sabadell (Ke) from the perspective of a market participant. For
its determination, the method has been used CAPM (Capital Asset Pricing Model).

Following this method, the discount rate used has been between 10.06% and 12.23%, depending on the CGU
valued.

Annualized growth rates used in the forecast period (CAGR) for both lending and customer funds to have been
situated between 1.4% and 3.3% and 1.4% and 7.3 %, respectively, depending on the specific analysis
performed for each of the CGU valued.

Banco Guipuzcoano

The goodwill of Banco Guipuzcoano arises from the difference between the fair value of the securities used as
payment (ordinary shares of Banco Sabadell and necessarily subordinated debentures convertible into shares
of Banco Sabadell) to the takeover date (November 24, 2010 ) amounting to 613,479 thousand euros and the
estimated fair value of assets and liabilities acquired.

The goodwill allocated to the Commercial Banking CGU corresponds to the ability to generate future benefits
assets and liabilities acquired and the value of the potential revenue and cost synergies identified and the
costs associated with the transaction.

The current legislation provides a period of one year since the takeover of a final accounting for business
combinations. In this sense, the group is currently under review, analysis and updating of the fair values of
assets and liabilities acquired. As a result of this process, the financial statements at December 31, 2010
reflected both a preliminary estimate of the fair value of assets and liabilities acquired and the goodwill
associated with business combination that respectively amounted to 387,860 euros and 225,619 thousand
thousands of euros.



                                                        75
In this estimate, has quantified the difference between fair values and book values of assets and liabilities net
of taxes amounting to EUR 238,630 thousand mainly from lending portfolio and the portfolio of properties.

In determining the fair value of the lending portfolio has been carried out on the same application of a
percentage of expected loss estimated internally, and in line with market standards, basically determined,
depending on the characteristics of the financing granted and collateral for the debt.

The fair value of real estate assets in the group incorporated was determined from the application of
percentages observed drop in market value have been determined taking into account criteria of age of the
balance sheet, use, and geographic location as the state and / or urban status thereof.

During the year 2011, is available once all necessary information and complete the necessary analysis
supported by independent expert third set, if it is necessary, this assignment.

Other intangible assets
In other intangible assets, intangible assets associated with the purchase of Banco Urquijo basically reflected
the value of contractual rights arising from the customer relationships from Banco Urquijo for individual
commodities (SICAV, mutual funds and pension cards, investment short-term lending, brokerage and custody)
and the deposits and the value of the brand Banco Urquijo. These assets have been valued using the method
of Income Approach (discounted cash flows) in the form of excess profits from multi-period for contractual
relationships with customers and deposits and the mode of extramargen for the brand.

These intangibles have a finite useful life of twelve years for private banking clients for seven years for clients
and Commercial Banking for five years for the remainder amortized over the life function similarly to the way it
performs in the active material.

Intangibles related to the acquisition in 2008 of the private banking business of BBVA in Miami collect the
value of contractual rights arising from relationships with clients from the business, substantially in the short
term lending and deposits. According to the rules, for fiscal 2009 was performed final accounting of this
business combination. This involved the identification and accounting for intangible assets amounting to
29,495 thousand euros

For all these intangibles have proceeded to determine the existence of impairment indicators review, for those
variables that generate them, their real evolution compared to the initial assumptions of valuation. These
variables are: potential loss of customers, average balance per customer, gross income means, given the
efficiency ratio, etc. At December 31, 2009 there was no need to complete deterioration.

The concept of software applications includes basically the expenses associated with activation of outsourced
computer work and the purchase of software licenses.




                                                        76
The movement of goodwill in fiscal years 2010 and 2009 were as follows:

In thousands of euro

                                                                 Goodwill          Impairment         Total

Balance as of 31 December 2008                                  578.821             (51.000)      527.821

Additions                                                          4.734            (39.208)      (34.474)
Reductions                                                             0                   0             0
Other                                                             (1.371)             (1.046)       (2.417)

Balance as of 31 December 2009                                  582.184             (91.254)      490.930

Additions                                                       256.504                (175)      256.329
Reductions                                                       (90.208)            90.208             0
Other                                                              1.363                  0         1.363

Balance as of 31 December 2010                                  749.843               (1.221)     748.622


The movement of other intangible assets in fiscal 2010 and 2009 were as follows:

In thousands of euro
                                                             DEPRECIATION
                                                                     AND
                                                    Cost     AMORTIZATION          Impairment          Total

Balance as of 31 December 2008                  440.471         (235.867)            (13.889)     190.715

Additions / withdrawals amend. perimeter              0                0                    0            0
Additions                                        49.015          (50.049)              (4.434)      (5.468)
Reductions                                      (33.189)          28.600                    0       (4.589)
Other                                           (15.219)            (278)             13.889        (1.608)

Balance as of 31 December 2009                  441.078         (257.594)             (4.434)     179.050

Additions / withdrawals amend. perimeter          (2.845)          3.109                (346)            (82)
Additions                                        53.068          (62.590)                  0         (9.522)
Reductions                                        (1.343)            673                   0           (670)
Other                                          (175.113)          89.009                   4       (86.100)
Guipuzcoano Bank Group Incorporation                 402            (399)                  0               3

Balance as of 31 December 2010                  315.247         (227.792)             (4.776)       82.679


The gross value of the elements of other intangible assets that were in use and fully amortized at December
31, 2010 and 2009 amounts to an amount of 222,781 thousand euros and 161,587 thousand, respectively.




                                                     77
NOTE 16 - OTHER ASSETS

The breakdown of other assets for December 31, 2010 and 2009 is as follows:

In thousands of euro

                                                                                    2010                  2009

Inventories                                                                     1.596.758          1.330.844
Other                                                                             254.047                89.861

Total                                                                           1.850.805          1.420.705


The movement of stock in fiscal 2010 and 2009 were as follows:

In thousands of euro
                                                                     Property
                                                      Land       development            Other               Total


Balance as of 31 December 2008                   641.058           130.656             4.755             776.469

Additions                                        652.389           107.293              135              759.817
Reductions                                         (1.681)          (37.756)            (272)            (39.709)
Transfers                                         39.295            (24.800)                0             14.495
Impairment                                       (165.261)          (14.967)                0           (180.228)

Balance as of 31 December 2009                  1.165.800          160.426             4.618            1.330.844

Additions                                        200.165           517.677                  0            717.842
Reductions                                        (60.656)         (145.849)          (2.277)           (208.782)
Transfers                                         (22.991)           (1.342)                0            (24.333)
Impairment                                       (288.764)          (78.803)                0           (367.567)
Guipuzcoano Bank Group Incorporation              58.611             90.029             114              148.754

Balance as of 31 December 2010                  1.052.165          542.138             2.455            1.596.758


The fair value of inventories amounted to 2.054. million at December 31, 2010 (1,386 million euros at
December 31, 2009).

At December 31, 2010, total debt stocks affect mortgage-backed securities amounted to 13,256 thousand
euros.




                                                     78
NOTE 17 - FINANCIAL INFORMATION ON THE CONSTRUCTION AND PROPERTY
DEVELOPMENT AND ASSESSMENT OF NEEDS IN THE FINANCIAL MARKETS


The information required by the Bank of Spain through a letter issued on January 18, 2011 are detailed below:

Information on funding for construction and property development

It follows the funding for the construction and property development and its coverage:

In millions
                                                                                                                   Amount          Excess value        Hedging
                                                                                                                     gross            Warranty         specific

Credit recorded by the credit institutions of the group (business in Spain) (1)                                    10.170                  1.628           725
        Of which: Doubtful                                                                                          1.544                    296           367
        Of which: Substandard                                                                                       2.174                    400           358

(1) The classification of claims presented was conducted in accordance with the purpose of appropriations, not the debtor wit h the NCEA. This means, for
example, that if the debtor is: (a) a real estate company but devotes funding to a purpose other than the construction or real estate not included in this table,
and (b) of a company whose main activity is the construction or real estate but credit is intended to finance buildings for property development, if it is
included in it.


In millions
PRO-MEMORIA

Total generic coverage (total business)                                                                                                    427
Non performing loans                                                                                                                        21



In millions

MEMORANDUM ITEM: Details of the consolidated group                                                                                   Book value

Total lending to customers excluding government (business in Spain)                                                                      68.701
Total consolidated assets (total business)                                                                                               97.099




                                                                              79
Then outlines the breakdown of funding for construction and real estate transactions recorded for those credit
institutions (business in Spain):

In millions
                                                                                                                          Credit:
                                                                                                                           Gross

Without mortgage guarantee                                                                                                   642

With mortgage guarantee                                                                                                    9.528
        Buildings completed                                                                                                3.765
               Dwellings                                                                                                   3.633
               Other                                                                                                         132
        Buildings under construction                                                                                       1.248
               Dwellings                                                                                                   1.133
               Other                                                                                                         115
        Land                                                                                                               3.043
               Urbanized land                                                                                              2.741
               Rest of the land                                                                                              302
        Corporate finance to developers with a mortgage guarantee                                                          1.472

Total                                                                                                                    10.170


Here's the breakdown of credit to households for house purchase for those transactions recorded by banks
(business in Spain):

In millions

                                                                                                       Gross    Of which: Doubtful

Credit for house purchase                                                                             14.061                 410
        Without mortgage guarantee                                                                       170                    8
        With mortgage guarantee                                                                       13.891                 402



Details regarding the breakdown of mortgage credit to households for house purchase by the percentage
representing the total risk on the amount of the last assessment available for those transactions recorded by
credit institutions (business in Spain):

In millions
                                                                                     LTV Ranges
                                                       LTV <= 50%        50% < LTV <= 80%   80% < LTV <= 100%          LTV> 100%

Gross                                                       4.634                  7.772               1.340                  145
        Of which: doubtful                                     54                    251                  86                   11




                                                                    80
Finally, we detail the assets allocated to the entities of the consolidated group for those transactions recorded
by credit institutions within the national territory:

In millions
                                                                                                  Value:     Hedging   Hedging     Value:
                                                                                              Gross book    (amount)        %)   Net book

Real estate assets from financing intended to
                                                                                                    2.571       774       30%      1.797
construction and real estate companies
        Buildings completed                                                                          594        126       21%        468
              Dwellings                                                                              379         90       24%        289
             Other                                                                                   215         36       17%        179
        Buildings under construction                                                                 244         61       25%        183
              Dwellings                                                                              106         34       32%         72
              Other                                                                                  138         27       20%        111
        Land                                                                                        1.733       587       34%      1.146
              Plots                                                                                  695        219       32%        476
              Developable land                                                                      1.038       368       35%        670
              Other                                                                                    0          0          -          -
Real estate assets from mortgage financing to
                                                                                                     293        104       35%        189
households for house purchase
Other awarded real estate assets                                                                      16         10       64%          6

Total property portfolio                                                                            2.880       888       31%      1.992
Funding not fully consolidated subsidiaries are included in the first of the tables in this note.




The bank, within the overall risk and because of the current status of construction and property development,
has established a series of specific policies for Minor those risks.
The main measure is performed to treat problems existing operations is the policy of refinancing, that the basic
purpose of giving continuity to companies, aims to bring the customer credit obligations of the expected
revenue of the business. To do this, we take into account the previous positive experience with the client /
business group, the obvious desire to pay but unable to materialize the agreed conditions, forecasting future
viability, based on market expectations and forecasts of business, quantitative increase and / or quality of
collateral, or in any case, avoid the loss of existing ones, all at the sight of the overall situation of the client's
debt.
The historically prudent criteria established by the entity in terms of maximum funding rates in each case,
reduce the impact of the decline in collateral value of real estate assets.
In ongoing promotions, the basic objective is the completion of it, as long as market expectations in the short to
medium term, to absorb the resulting housing supply.
In the financing of land, also referred to the marketability of future finance houses before construction.
Other alternatives to consider, after exhausting the way of refinancing, are payment in kind and / or purchase
of assets.

                                                                                 81
When it is possible none of these solutions are used to the courts and the subsequent allocation of assets.
All assets through payment in kind, purchase, or by the courts to award the group are very actively managed by
the Property Management Division with the primary objective of the divestiture. Depending on the degree of
maturity of the fixed assets have been established 3 strategic lines of action:

1.      Marketing
It is equipped with different marketing arrangements for selling the finished product (residential, commercial,
industrial, parking, etc.) Through various distribution channels and sales representatives, depending on the
type, its state, location and its condition. Solvia.es property portal is a key factor in this strategy.

2.    Mobilization:
Faced with a scenario of great difficulty selling solar finalists and works in progress, has adopted a strategy of
mobilizing those real estate assets to provide liquidity to the solar finalists, and created various mechanisms for
mobilizing assets:

     Partnership program with developers: contribution of land in areas where demand for housing
     developers to develop and sell promotions. 

     Program investors: real estate development involving tertiary investors. 
     Subsidized housing program, development of promotion social housing for rent and sale promotions
      rented. 

3.     Urban management:
Finalists for soils is essential to consolidate their rights based on urban planning management, it constitutes an
important mechanism for valuing and the key to any further development and marketing.

Needs assessment of liquidity and funding policy

Since the beginning of the financial crisis in 2007, the funding policy of Banco Sabadell has focused on
generating liquidity gap commercial business, reduce total funding in wholesale markets and increase the
bank's liquidity position. Specifically to December 31, 2010 the nominal value liquid assets amounted to
12.675 million euros.

In this vein, in 2010 Banco Sabadell had a maturity in the wholesale market of 3,012 million euros, which were
refinanced through the liquidity gap created in 2010 to 5.691 million euros, of emissions in the capital markets
of 3.332 million euros, while it increased the volume of liquid assets the bank.

In 2011 Banco Sabadell has a wholesale debt maturities in the medium and long term of 3.811 million euros.
In line with the funding strategy followed since 2007, is expected to refinance these maturities gap primarily
through cash generated by the bank, and to a lesser extent by point emissions in wholesale debt markets. In
the event that no issue Banco Sabadell in the capital markets, liquidity in the form of liquid assets sufficient to
cover these maturities.

Additionally, in note 36 Financial Risk Management, and note 8, Customer Credit, in the section of information
on issuers in the mortgage market and the special accounting records, breaks down information on policies
and strategies issuance of securities and financing in capital markets.




                                                       82
NOTE 18 - DEPOSITS OF CREDIT LIABILITIES

The breakdown of deposit liabilities of credit institutions in the consolidated balance sheets at December 31,
2010 and 2009 is as follows:

In thousands of euro

                                                                                       2010               2009

For headings:
Financial liabilities at amortized cost                                          10.300.991           8.512.365

Total                                                                            10.300.991           8.512.365

By type:
Term accounts                                                                     6.702.212           4.557.791
Temporary asset transfer                                                          3.352.521           3.710.921
Other accounts                                                                      214.638            220.340
Valuation adjustments                                                                31.620              23.313

Total                                                                            10.300.991           8.512.365

By currency:
In euro                                                                           9.870.562           8.046.866
Foreign currency                                                                    430.429            465.499

Total                                                                            10.300.991           8.512.365


The annual average interest rate on deposits of credit institutions during the years 2010 and 2009 was 1.41%
and 2.13%, respectively.




                                                      83
NOTE 19 - CUSTOMER DEPOSITS

The breakdown of customer deposits in the consolidated balance sheets at December 31, 2010 and 2009 is
as follows:

In thousands of euro

                                                                                 2010              2009

For headings:
Financial liabilities at amortized cost                                     55.092.555        39.130.722

Total                                                                       55.092.555        39.130.722

By nature:
Deposits on demand                                                          18.284.503        14.981.353
Time deposits                                                               30.091.528        22.149.882
Temporary asset transfer                                                     6.249.332         1.723.792
Valuation adjustments                                                         467.192            275.695

Total                                                                       55.092.555        39.130.722

By sector:
Public Administrations                                                       1.282.570         1.287.692
Resident                                                                    48.229.930        34.175.608
Non-residents                                                                5.112.863         3.391.727
Valuation adjustments                                                         467.192            275.695

Total                                                                       55.092.555        39.130.722

By currency:
In euro                                                                     51.234.307        36.849.611
Foreign currency                                                             3.858.248         2.281.111

Total                                                                       55.092.555        39.130.722


The average annual interest rate of customer deposits during the years 2010 and 2009 was 1.57% and 2.05%,
respectively.




                                                   84
NOTE 20 - DEBT SECURITIES BY

Below is information on total emissions, repurchase or redemption of debt securities held by the group since
December 31, 2009 to December 31, 2010, as well as comparative information for the previous year.

In thousands of euro
                                                                                31/12/2010
                                                                                                                   (/ -)   Outstanding
                               Outstanding balance      Incorporation                                       Adjustments        balance
                                              initial   Bank Group                        (-) Repurchases       by type        final
                                                                                                             change and
                                       31/12/2009       Guipuzcoano () Emission                or refunds         other 31/12/2010

Debt securities issued in a EU
member state that have required
                                        20.046.496         1.610.472       2.859.234         (5.629.599)       127.009 19.013.612
registration of a prospectus

Debt securities issued in a EU
member state, not requiring the
registration of a prospectus
                                         2.163.226                   0     5.522.819         (7.342.003)        23.011      367.053
Other debt securities issued outside
an EU member state

                                          602.725                    0        10.016           (485.909)              0     126.832

Total                                   22.812.447         1.610.472       8.392.069       (13.457.511)        150.020     19.507.497


In thousands of euro

                                                                                 31/12/2009
                                        Outstanding                                                                (/ -)   Outstanding
                                            balance                                                         Adjustments        balance
                                              initial                                     (-) Repurchases       by type        final
                                                                                                             change and
                                       31/12/2008                            (+) Issues        or refunds         other 31/12/2009

Debt securities issued in a EU
member state that have required         19.796.362                         5.507.019         (5.286.998)        30.113 20.046.496
registration of a prospectus

Debt securities issued in a EU
member state, not requiring the
registration of a prospectus              748.905                          8.296.133         (6.888.694)          6.882    2.163.226
Other debt securities issued outside
an EU member state

                                         1.478.993                            99.566           (934.013)       (41.821)     602.725

Total                                  22.024.260                        13.902.718 (13.109.705)                (4.826) 22.812.447




                                                                  85
The breakdown of debt securities issued by the group in the consolidated balance sheets at December 31,
2010 and 2009 is as follows:

In thousands of euro
                                             Date of        Type of                                                   Interest rate            Date of      Currency
CA                                           issue          issue                              2010          2009 valid to 31.12.2010          maturity     issue

Banco de Sabadell, SA                        20.09.2005     Loan                                   0     1.000.000                             20.09.2010   Euros
Banco de Sabadell, SA                        04.10.2006     Loan                              50.000        50.000    EURIBOR 3M + 0,14        04.10.2016   Euros
Banco de Sabadell, SA                        26.10.2006     Loan                           1.000.000     1.000.000    EURIBOR 3M + 0,13        26.10.2011   Euros
Banco de Sabadell, SA                        25.04.2007     Currency borrowing                     0       485.909                             23.04.2010   Dollars
Banco de Sabadell, SA                        10.03.2008     Structured bonds                   8.800         8.800    ref. underlying assets   10.03.2011   Euros
Banco de Sabadell, SA                        30.05.2008     Structured bonds                       0         8.900                             30.05.2010   Euros
Banco de Sabadell, SA                        29.07.2008     Structured bonds                       0         5.100                             29.07.2010   Euros
Banco de Sabadell, SA                        20.04.2009     Loan                              38.000        75.000    EURIBOR 3M + 0,35        20.04.2011   Euros
Banco de Sabadell, SA                        22.05.2009     Loan                             750.000       750.000    4,38%                    22.05.2012   Euros
Banco de Sabadell, SA                        20.11.2009     Loan                             800.000       800.000    EURIBOR 3M + 0,80        20.02.2012   Euros
Banco de Sabadell, SA                        28.12.2009     Loan                                   0       150.000                             28.12.2012   Euros
Banco de Sabadell, SA                        02.08.2010     Loan                             132.000             0    EURIBOR 3M               02.08.2012   Euros
Banco de Sabadell, SA                        07.09.2010     Loan                              50.000             0    EURIBOR 3M               07.09.2012   Euros
                                                            Ordinary State bond
BANCO GUIPUZCOANO, S.A.                      30.11.2009     guarantee                       398.672        -       2,38%                       30/11/2012   Euros
BANCO GUIPUZCOANO, S.A.                      21.03.2006     Ordinary bonds                  400.000        -       EURIBOR 3M + 0,15%          21/03/2011   Euros
BANCO GUIPUZCOANO, S.A.                      18.04.2007     Ordinary bonds                   25.000        -       0,015                       18/04/2022   Euros
Signed by group companies                                                                   (15.000)      (22.909)
                                                                                                                    Between 1.99% and
Banco de Sabadell, SA                    (1) 20.03.2006     Pagarés (Promissory notes)             0              0 4.04%                      Several      Euros
                                                                                                                    Between 3.45% and
Banco de Sabadell, SA                    (1) 13.03.2007     Pagarés (Promissory notes)             0              0 5.04%                      Several      Euros
                                                                                                                    Between 1.90% and
Banco de Sabadell, SA                    (1) 11.03.2008     Pagarés (Promissory notes)             0          8.195 4.01%                      Several      Euros
                                                                                                                    Between 1.10% and
Banco de Sabadell, SA                    (1) 12.03.2009     Pagarés (Promissory notes)        76.136     2.762.713 2.13%                       Several      Euros
Banco de Sabadell, SA                    (1) 09.03.2010     Pagarés (Promissory notes)     1.160.722              0 Between 0.5% and 4.5%      Several      Euros
                                                                                                                    Between 1.13% and
Banco de Sabadell, SA (Ofic London)      (1) 25.06.2008     Commercial paper (ECP)          369.496      2.167.859 1.5%                        Several      Euros
                                                                                                                    Between 1.41% and
BANCO GUIPUZCOANO, S.A.                  (1) 04.06.2009     Pagarés (Promissory notes)      116.704         -       1.85%                      Several      Euros
                                                                                                                    Between 0.89% and
BANCO GUIPUZCOANO, S.A.                  (1) 03.06.2010     Pagarés (Promissory notes)      414.377         -       3.49%                      Several      Euros
Signed by group companies                                                                  (142.556)        (1.492)

Banco de Sabadell, SA                        29.04.2003     Secured mortgage bonds         1.500.000     1.500.000    4,50%                    29.04.2013   Euros
Banco de Sabadell, SA                        26.01.2004     Secured mortgage bonds         1.200.000     1.200.000    3,75%                    26.01.2011   Euros
Banco de Sabadell, SA                        15.06.2005     Secured mortgage bonds         1.500.000     1.500.000    3,25%                    15.06.2015   Euros
Banco de Sabadell, SA                        19.01.2006     Secured mortgage bonds         1.750.000     1.750.000    3,50%                    19.01.2016   Euros
Banco de Sabadell, SA                        10.05.2006     Secured mortgage bonds           300.000       300.000    4,13%                    10.05.2016   Euros
Banco de Sabadell, SA                        16.05.2006     Secured mortgage bonds           120.000       120.000    4,25%                    16.05.2016   Euros
Banco de Sabadell, SA                        24.01.2007     Secured mortgage bonds         1.500.000     1.500.000    4,25%                    24.01.2017   Euros
Banco de Sabadell, SA                        20.06.2007     Secured mortgage bonds           300.000       300.000    EURIBOR 3M + 0,05        20.06.2017   Euros
Banco de Sabadell, SA                        09.05.2008     Secured mortgage bonds                 0     1.250.000                             09.05.2010   Euros
Banco de Sabadell, SA                        29.12.2008     Secured mortgage bonds           600.200       600.200    4,00%                    29.12.2011   Euros
Banco de Sabadell, SA                        17.02.2009     Secured mortgage bonds           488.500       488.500    3,50%                    17.02.2012   Euros
Banco de Sabadell, SA                        30.04.2009     Secured mortgage bonds           100.000       100.000    EURIBOR 3M + 1           08.05.2021   Euros
Banco de Sabadell, SA                        17.07.2009     Secured mortgage bonds            50.000        50.000    3,12%                    17.07.2012   Euros
Banco de Sabadell, SA                        24.07.2009     Secured mortgage bonds           200.000       200.000    EURIBOR 3M + 1,30        31.07.2017   Euros
Banco de Sabadell, SA                        10.09.2009     Secured mortgage bonds           150.000       150.000    EURIBOR 3M + 0,90        18.09.2018   Euros
Banco de Sabadell, SA                        20.01.2010     Secured mortgage bonds         1.000.000             0    3,13%                    20.01.2014   Euros
Banco de Sabadell, SA                        30.06.2010     Secured mortgage bonds           500.000             0    EURIBOR 1M + 2,00        30.06.2013   Euros
Banco de Sabadell, SA                        10.09.2010     Secured mortgage bonds         1.000.000             0    3,25%                    10.09.2012   Euros
Banco de Sabadell, SA                        10.12.2010     Secured mortgage bonds           150.000             0    EURIBOR 3M + 2,35        10.12.2020   Euros
Treasury shares                                                                           (1.002.550)       (3.000)

BancSabadell d'Andorra, SA                   Several        Bonds                            126.832       116.816
Securitization funds                         Several        Bonds                          2.061.428     2.155.218

Valuation adjustments and other                                                             280.736       286.638

Total                                                                                     19.507.497    22.812.447

(1) Attached specification for an amount of 8,500,000 thousand in the CNMV.




                                                                                     86
NOTE 21 - SUBORDINATED LIABILITIES

The breakdown of subordinated debt issued by the group in the consolidated balance sheets at December 31,
2010 and 2009 is as follows:

In thousands of euro
                                                                                          Interest rate       Date of
                                                Date of             Amounts                    in force     maturity /
CA                                               issue             2010           2009    31.12.2010      Cancellation

Banco Atlantico, SA (a)                     09.08.2002                 0        30.000                -   01.10.2010
Banco Atlantico, SA (a)                     21.08.2003           30.000         30.000        1,295%      11.10.2011
Banco de Sabadell, SA                       25.05.2006          716.600       1.000.000       1,335%      25.05.2016
Banco de Sabadell, SA                       20.09.2006          154.200        348.150        5,234%      20.09.2016
Banco de Sabadell, SA                       24.02.2009          500.000        500.000        6,500%                 -
Banco de Sabadell, SA                       26.04.2010          500.000              0        6,250%      26.04.2020
Sabadell International Equity Ltd.          30.03.1999          250.000        250.000        4,500%                 -
BANCO GUIPUZCOANO, S.A.                     20.12.2001           25.000              0        4,750%      15.04.2011
BANCO GUIPUZCOANO, S.A.                     15.02.2002           30.000              0        4,500%      15.10.2012
BANCO GUIPUZCOANO, S.A.                     15.10.2004           50.000              0        4,200%      15.10.2014
BANCO GUIPUZCOANO, S.A.                     21.03.2006          124.941              0        3,480%      21.03.2016
BANCO GUIPUZCOANO, S.A.                     01.05.1992               62              0                -              -
Guipuzcoano Capital, SA                     27.02.2004           50.000              0        1,020%                 -
Guipuzcoano Capital, SA                     19.11.2009           50.000              0        7,750%                 -
Signed by group companies                             -         (124.439)     (125.800)               -              -
Valuation adjustments and other                       -          30.265          7.348                -              -

Total                                                          2.386.629      2.039.698
(A) now merged with Banco de Sabadell, SA


Emissions included in subordinated debt, for the purposes of payment priority, are placed behind all general
creditors of the group. All emissions have been made in euros.

On April 19, 2010, Banco de Sabadell, SA proceeded with an exchange offer for the one hundred percent of
outstanding securities for the Issuance of preferred Series I/2006 listed on the London Stock Exchange
(London Stock Exchange ) and subordinated debentures I/2006 series, admitted to trading on AIAF fixed
income market for newly issued subordinated debentures (subordinated debentures I/2010) (the "new
obligations").

The nominal amounts of existing preference shares and obligations were accepted for the exchange of
193,950 and 283,400 thousand, respectively. The total nominal amount of new obligations that were given in
exchange amounted to 406,150 thousand euros and additional new obligations issued by a nominal amount of
93,850 thousand euros, bringing the total nominal amount of the new duties was 500,000 thousand euros.
The new obligations were issued at a price of 99.406% will accrue annual interest rate of 6.25% and amortized
on April 26, 2020. The settlement of the exchange offer occurred on April 26, 2010.

The result for Banco de Sabadell, SA of this exchange operation totaled 88,857 thousand euros.

                                                          87
On January 29, 2009 proceeded to record in the National Stock Exchange of the securities note for the
issuance of preference shares series I/2009. The release of the issue amounted to 500,000 thousand euros
and was conducted in February 2009. The remuneration of that issue to December 31, 2009 was 6.5% annual.

On March 24, 2009, Banco de Sabadell, SA launched a tender offer and early redemption of a maximum
amount of 250,000 thousand euros. The repurchase price of preferred shares was set at two stages: 42.5%
per share, for those holders who show their consent to participate in the operation before April 6, 2009, and a
second charge of 40% for participation for those holders who show their consent after the April 6 and until April
21, 2009. This repurchase resulted in positive results amounting to 96,816 thousand euros and set recorded
in the heading of results of financial operations in the consolidated profit and consolidated income statement
(see note 33 c). After the repurchase, the amount of the share issue Banco Sabadell I/2006 series was set at
348,150 thousand euros.

At December 31, 2010, the interest rate-bearing securities issued by Sabadell International Equity Ltd. is 4.5%
(2.328% at December 31, 2009).


NOTE 22 - OTHER LIABILITIES

The breakdown of financial liabilities in the consolidated balance sheets at December 31, 2010 and 2009 is as
follows:

In thousands of euro

                                                                                       2010               2009

For headings:
Financial liabilities at amortized cost                                            1.390.069          1.397.664

Total                                                                              1.390.069          1.397.664

By nature:
Bonds payable                                                                       184.003             114.963
Collateral received                                                                 369.747             558.301
Clearing houses                                                                      35.643              19.773
Tax collection accounts                                                             175.145             146.699
Other financial liabilities                                                         625.531             557.928

Total                                                                              1.390.069          1.397.664

By currency:
In euro                                                                            1.375.078          1.365.912
Foreign currency                                                                      14.991             31.752

Total                                                                              1.390.069          1.397.664


In compliance with reporting obligations established by Law 15/2010, of July 5, to amend the Law 3 / 2004 of
December 29, laying down measures to combat late payment in commercial transactions, the balance with
existing suppliers to December 31, 2010, with an agreed payment period exceeding 85 days, amounts to 7218
thousand.




                                                      88
NOTE 23 - LIABILITIES FOR INSURANCE CONTRACTS

Below are the balances to December 31, 2010 and 2009 relating to insurance contract liabilities:

In thousands of euro

                                                                                     2010              2009

Technical provisions for life insurance where the investment risk
is borne by policyholders                                                         177.512          182.186
Debt on reinsurance and coinsurance                                                     0                 0

Total                                                                             177.512          182.186




NOTE 24 - PROVISIONS

The breakdown of this caption in the consolidated balance sheets at December 31, 2010 and 2009 is as
follows:

In thousands of euro

                                                                                    2010               2009

Provisions for pensions and similar obligations                                   176.258          189.583
Provisions for contingent risks and commitments                                    91.672           81.183
Other provisions                                                                   99.732           42.501

Total                                                                             367.662          313.267




                                                                    89
The changes during the years 2010 and 2009 under the heading of provisions are as follows:

In thousands of euro
                                                     Pensions and        Risks and
                                                       obligations    commitments              Other
                                                           Similar      contingent         provisions           Total

Balance as of 31 December 2008                          202.972          119.167            44.765           366.904

Impairment losses charged to income:                     15.066           39.438             1.146            55.650
Personnel expenses                                        5.565                 0                 0            5.565
Interest expense and similar charges                      9.501                 0                 0            9.501
Endowment provisions                                           0          39.438             1.146            40.584

Available credit to income                                     0         (77.243)            (2.450)         (79.693)

Profit / Loss actuarial                                   1.955                 0                 0            1.955

Exchange differences                                           0            (257)               (12)            (269)

Uses:                                                    (37.167)               0            (1.821)         (38.988)
Contributions of promoter                                 (3.010)               0                 0           (3.010)
Pension payments                                         (34.157)               0                 0          (34.157)
Other                                                          0                0            (1.821)          (1.821)

Other movements                                           6.757               78               873             7.708

Balance as of 31 December 2009                          189.583           81.183            42.501           313.267

Impairment losses charged to income:                     20.064           71.014             6.948            98.026
Personnel expenses                                        5.031                 0                 0            5.031
Interest expense and similar charges                      8.218                 0                 0            8.218
Allocation to provisions                                  6.815           71.014             6.948            84.777

Available credit to income                                     0         (76.221)            (4.973)         (81.194)

Profit / Loss actuarial                                     (193)               0                 0             (193)

Exchange differences                                           0             981                25             1.006

Uses:                                                    (38.579)               0            (5.569)         (44.148)
Contributions of promoter                                 (9.353)               0                 0           (9.353)
Pension payments                                         (29.226)               0                 0          (29.226)
Other                                                          0                0            (5.569)          (5.569)

Other movements                                           (5.341)          5.760             8.184             8.603

Guipuzcoano Bank Group Incorporation                     10.724            8.955            52.616            72.295

Balance as of 31 December 2010                          176.258           91.672            99.732           367.662


The content of the allowances is as follows:

       Provisions for pensions and similar obligations: includes the amount of provisions made to cover the post-
        employment benefits, including commitments to early retirees and similar obligations. 

       Provisions for contingent liabilities: includes the amount of provisions made to cover contingent liabilities
       arising as a result of financial guarantees or other type of contract. 
       Other provisions: includes basically funds established by the group to cover certain risks incurred as a
        result of its activities, including those mentioned in footnote 34 as well as specific funds set up by Banco
        Guipuzcoano SA in the first half of financial year 2010 to address the workforce restructuring plan initiated
        by him prior to the acquisition of Banco de Sabadell, SA 

Most balances are long-term supplies.




                                                             90
Pensions and similar obligations

Below is the source of the pension liability recognized in the balance sheet of the group:

In thousands of euro

                                                              2010       2009         2008           2007        2006

Liabilities for pension obligations                         781.660   656.430      685.994         738.582   799.493
Gains / (losses) and assets not
recognized in the profit and loss account                 (13.173)       (5.327)    (11.745)        (717)      12.466
Fair value of plan assets                                (592.229)    (461.520)    (471.277)    (475.479)    (513.471)

Net liability recognized in balance                         176.258   189.583      202.972         262.386   298.488


The performance of the pension plan of Banco Sabadell has been 0.46% and Bank of EPSV Guipuzcoano was
1.03% for the year 2010.

The changes during the years 2010 and 2009 on the obligations for pension obligations and the fair value of
plan assets are as follows:

In thousands of euro
                                                                                      Obligations            Fair value
                                                                                    commitments                  asset
                                                                                        pension                   plan

Balance as of 31 December 2008                                                         685.994               471.277

Interest cost                                                                            30.301                      0
Expected return                                                                                0               20.800
Current service cost                                                                      5.565                      0
Benefit payments                                                                        (50.673)             (16.509)
Liquidations, reductions, and terminations                                              (27.160)             (27.616)
Contributions made by the entity                                                               0                3.010
Actuarial gains and losses                                                               12.414                10.558
Other movements                                                                              (11)                   0

Balance as of 31 December 2009                                                         656.430               461.520

Interest cost                                                                            28.296                      0
Expected return                                                                                0               20.106
Current service cost                                                                      5.123                      0
Benefit payments                                                                        (44.535)             (15.309)
Liquidations, reductions, and terminations                                              (13.187)             (12.599)
Contributions made by the entity                                                               0                9.353
Actuarial gains and losses                                                                1.404                (6.076)
Other movements                                                                           6.774                      0
Guipuzcoano Bank Group Incorporation                                                   141.355               135.234

Balance as of 31 December 2010                                                         781.660               592.229




                                                       91
The amount of the obligations covered by specific assets has been in thousands of EUR 764,472 (of which
35,973 thousand euros cover early retirement commitments) to December 31, 2010 and 656,405 thousand
euros (of which 49,615 thousand euros cover early retirement commitments) to December 31, 2009.

The fair value of assets relating to pension asset recorded in the Group balance sheet amounted to 183,051
thousand euros at December 31, 2010 and 209,484 thousand euros at December 31, 2009.

The major categories of plan assets as a percentage of total plan assets are as follows:

In percentage

                                                                                                 2010             2009

Own equity instruments                                                                           0,23%            0,39%
Other capital instruments                                                                        5,14%            1,94%
Debt securities                                                                                 12,29%           23,07%
Mutual funds                                                                                     1,06%            0,00%
Other (unaffiliated insurance)                                                                  81,28%           74,60%

Total                                                                                          100,00%          100,00%


The fair value of plan assets are included the following financial instruments issued by the bank:

In thousands of euro

                                                                                                 2010             2009

Equity instruments                                                                              1.381             1.780
Debt instrument                                                                                 3.397                 0
Deposits and current accounts                                                                  10.854            26.865

Total                                                                                          15.632            28.645


Below is the estimated current values set probabilities, to December 31, 2010, for benefits payable for the next
ten years:

In thousands of euro

                                                               Years                                               Total
                         2011     2012     2013     2014     2015      2016     2017   2018       2019   2020

PENSIONS
likely                 31.236   26.543   21.331   16.776   13.788   11.699    10.181   9.386     8.980   8.757 158.677




NOTE 25 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

Below is the fair value of the main balance sheet items are valued at amortized cost.

The assets and liabilities reflected on the balance sheet at amortized cost has been valued by discounting
future cash flows using them yield curve risk-free interest plus a spread that reflects the credit risk of different
financial instruments measured. The interest rate curve used is generated from the rates quoted in the Spanish
public debt that can generate pure discount factors to calculate present values that the market accepts as
unbiased rates. The curve is constructed based on an equation that is consistent with the rates observed in the
market and results in forward interest rates for any term or intermediate maturity.




                                                               92
In thousands of euro

                                                                                       2010
                                                                          Account balances             Fair value

Assets at amortized cost:
Deposits with credit Institutions                                              2.744.614              2.819.775
Customer Credit                                                               74.097.718             77.987.784

Total assets at amortized cost                                                76.842.332             80.807.559



In thousands of euro

                                                                                       2010
                                                                          Account balances             Fair value

Liabilities at amortized cost:
Deposits from central banks                                                       32.997                 32.996
Deposits from credit institutions                                             10.300.991             10.382.018
Deposits from customers                                                       55.092.555             53.906.730
Debt represented by negotiable securities                                     19.507.497             20.033.472
Subordinated liabilities                                                       2.386.629              2.653.037
Other financial liabilities                                                    1.390.069              1.390.059

Total liabilities at amortized cost                                           88.710.738             88.398.312


In thousands of euro

                                                                                       2009
                                                                          Account balances             Fair value

Assets at amortized cost:
Deposits with credit Institutions                                              2.544.962              2.553.180
Customer Credit                                                               63.232.890             66.856.067

Total assets at amortized cost                                                65.777.852             69.409.247



In thousands of euro
                                                                                       2009
                                                                          Account balances             Fair value

Liabilities at amortized cost:
Deposits from central banks                                                    1.064.909              1.055.706
Deposits from credit institutions                                              8.512.365              8.429.478
Deposits from customers                                                       39.130.722             37.498.184
Debt represented by negotiable securities                                     22.812.447             22.811.435
Subordinated liabilities                                                       2.039.698              2.185.430
Other financial liabilities                                                    1.397.664              1.397.664

Total liabilities at amortized cost                                           74.957.805             73.377.897


The portfolio of the major subsidiaries of the group is estimated to have a capital gains up to about 600,000
thousand euros.
                                                      93
NOTE 26 - FOREIGN CURRENCY TRANSACTIONS

The equivalent in euros of assets and liabilities in foreign currencies classified by nature, held by the group on
December 31, 2010 and 2009 is as follows:

In thousands of euro

                                                                                         2010                2009

Foreign currency assets:
Cash and deposits with central banks                                                   370.532             139.025
Deposits with credit Institutions                                                      224.781             151.674
Debt instruments                                                                       599.249              96.956
Customer Credit                                                                      2.839.363           1.939.599
Other assets                                                                           409.357             288.166

Total                                                                                4.443.282           2.615.420

Liabilities in foreign currency
Deposits from central banks                                                              6.293               3.040
Deposits from credit institutions                                                      430.429             465.499
Deposits from customers                                                              3.858.248           2.281.111
Other liabilities                                                                      138.607             967.186

Total                                                                                4.433.577           3.716.836


The net position of assets and liabilities in currencies is covered with transactions recorded for the sale of spot
and forward foreign exchange swaps and exchange rate policy following the group's risk management (see note
36).




                                                        94
NOTE 27 - SHAREHOLDERS 'EQUITY

The movement of the equity for the years 2010 and 2009 is as follows:

In thousands of euro
                                                                                    Reserves and         Other                  Earnings
                                                                                        premium    instruments      VALUES        for the     Dividends
                                                                      Share capital        issue         equity        own        period      to account           Total

Balances as of 31 December 2008                                          150.000      4.019.967              0     (22.665)     673.835       (193.921)     4.627.216

Application to results of previous financial years                              0      335.914              0            0    (335.914)               0               0
Interim dividends for the year 2008                                             0             0             0            0    (193.921)       193.921                 0
Supplementary dividends for the year 2008                                       0             0             0            0    (144.000)               0     (144.000)
Conversion differences and other                                                0         (301)             0            0            0               0            (301)
Acquisition of own equity instruments                                           0             0             0     (422.844)           0               0     (422.844)
Disposal of own equity instruments                                              0       11.416              0     307.306             0               0         318.722
Issue of other equity instruments (1)                                           0        (6.949)     500.000             0            0               0         493.051
Transfers                                                                       0             0             0            0            0               0               0
Profit for the year 2009                                                        0             0             0            0     522.489                0         522.489
Dividends on account of fiscal 2009                                             0             0             0            0            0       (168.000)     (168.000)

Balances as of 31 December 2009                                          150.000      4.360.047       500.000     (138.203)     522.489       (168.000)     5.226.333

Application to results of previous financial years                              0      354.489              0            0    (354.489)               0               0
Dividends on account of fiscal 2009                                             0             0             0            0    (168.000)       168.000                 0
Supplementary dividends of fiscal 2009                                          0      (93.392)             0      93.188             0               0            (204)
Conversion differences and other                                                0        (1.589)       (5.132)           0            0               0          (6.721)
Acquisition of own equity instruments                                           0             0             0     (492.359)           0               0     (492.359)
Disposal of own equity instruments                                              0        8.179         (1.625)    511.688             0               0         518.242
Issue of other equity instruments (1)                                           0      (30.083)      325.471             0            0               0         295.388
Capital increase. . . . . . . . . . . . . . . . . . . . . . . . . .        7.954       228.874              0            0            0               0         236.828
Adjustment to fair value financial instruments
                                                                                0      (65.408)             0            0            0               0         (65.408)
delivered in the acquisition of Banco Guipuzcoano (2)
Transfers                                                                       0             0             0            0            0               0               0
Profit for the year 2010                                                        0             0             0            0     380.040                0         380.040
Interim dividend of fiscal year 2010                                            0             0             0            0            0       (113.727)     (113.727)

Balances as of 31 December 2010                                          157.954      4.761.117       818.714      (25.686)     380.040       (113.727)     5.978.412
(1) See the section on other equity instruments in this note.
(2) It corresponds to the difference between the issue value of the securities issued as consideration for the acquisition of securities of Banco Guipuzcoano
and the fair value thereof at the date of takeover.


Minimum capital and capital management
At December 31, 2010 and 2009, the Group's eligible capital exceeded the standards required by both the
Bank of Spain and by the rules of the Bank for International Settlements in Basel.

The ongoing management of the group's capital base has allowed growth to fund the same activity, meeting the
minimum requirements under regulatory capital requirements.

At December 31, 2010, the group's own funds, using the criteria of the Bank for International Settlements (BIS)
in its revised framework (known as Basel II), amounting to 6,704,586 thousand euros, reflecting a surplus of
1,862,575 thousand euros, as shown below:

                                                                                        95
Capital management

In thousands of euro
                                                                                                        % change)
                                                                     2010               2009           interannual

Share capital                                                     157.954             150.000                  5,30
Reserves                                                         4.777.188          4.456.488                  7,20
Convertible bonds                                                 818.714             500.000                  0,00
Minority interests                                                 39.294              30.612                 28,36
Deductions                                                        (829.717)          (613.995)                35,13
Core capital resources                                           4.963.433          4.523.105                  9,74

Core capital (%)                                                      8,20               7,66

Preferred stock and deductions                                     699.490            847.808                (17,49)
First-class Resources                                            5.662.923          5.370.913                  5,44

Tier I (%)                                                            9,36               9,10

Second-class resources                                           1.041.663          1.005.813                  3,56

Tier II (%)                                                           1,72                1,70

Capital base                                                     6.704.586          6.376.726                  5,14

Minimum resources required                                       4.842.011          4.722.851                  2,52

Excess Resources                                                 1.862.575          1.653.875                 12,62

BIS ratio (%)                                                        11,08              10,80                  2,59

Risk-weighted assets (RWA)                                     60.525.138          59.035.638                  2,52


The core equity capital of 8.20% to bring the BIS ratio and accounts for 74% of eligible capital. The non-
distributable income for the year have allowed the increase of such remedies.

Adding to the resources of core capital and preferred stock deductions (including financial and insurance
holdings), Tier I resources reach 5,662,923 thousand euros, accounting for 84% of eligible capital, and put the
rate at 9.36%.

The second category own resources, which account for 16% of the BIS ratio, normally consists of subordinated
debt, value adjustments and general provisions (with the established regulatory limits of computation) and the
other required deductions.

Share capital

On 18 September 2010 the Extraordinary General Meeting of Banco Sabadell agreed the capital increase, with
the issuance and circulation of 63,630,834 ordinary shares of the same class, EUR 0,125 nominal value each,
to enter contributions in kind as part of the consideration for the tender offer of shares made on all shares of
Banco Guipuzcoano, setting the issue price at 3.7219 euros per share.

Further agreed to set aside as part of the consideration offered 30,000,000 ordinary shares of Banco Sabadell,
the nominal value of EUR 0.125 each, equivalent to two and a half percent (2.5%) of the share capital of Banco
Sabadell from the remaining available shares these values affected the outcome of the offer (see note 2).

On November 19, 2010, the governing companies of the stock exchanges of Barcelona, Madrid and Valencia
agreed to the admission to trading of the 63,630,834 shares issued by Banco Sabadell as part of the
consideration of the offer, EUR 0,125 nominal value each.




                                                       96
The bank's capital to 31 December 2010 amounts to EUR 157,953,854.25 represented by 0,125 shares
1.263.630.834 euros each (and amounted to 150 million euros to 31 December 2009 represented by 1200.
000,000 shares for the same nominal). All shares are fully paid and are numbered consecutively from 1 to
1,263,630,834, inclusive.

The bank's shares are traded on the Madrid, Barcelona and Valencia in the continuous market of securities
managed by the Sociedad de Bolsas, SA

The other companies included in the consolidation group unlisted.

The rights granted to the equity instruments are themselves regulated by the Corporations Act. At the Annual
General Meeting, a shareholder may cast a vote percentage equal to the percentage of equity holding in more
than 10% of the total votes.

In accordance with Article 23 of Royal Decree 1362/2007 of 19 October, which implements Law 24/1988 of
28 July, the Securities Market, the following is the list of shares significant in the capital of Banco Sabadell by
an amount equal to or greater than 3% of the capital or voting rights to 31 December 2010.

                                                     Investment              Number
Company                                                     direct             stock Indirect Participation
Mayor Vent, SL Sole                                      5,419%           68.477.184   Isak Andic Ermay (1)
Investment Jaipur, SL                                    5,005%           63.240.087   Inversiones Hemisferio SL (2)
Famol Holdings, SL                                       4,935%           62.355.735   --
Grupo Fundo de Pensées do BCP                            4,904%           61.968.986   Banco Comercial Portugues, SA

(1) Owns 99.99% of the company increased sales, SL Specifications.
(2) Owns 75% stake in Investment Jaipur, SL


Share premium
The balance of the premium at 31 December 2010 amounted to 1,465,980 thousand (1,373,270 thousand
euros at December 31, 2009). The change in the balance with the previous year is motivated by the capital
increase described in the previous section, as well as retribution for the actions approved by the Annual
General Meeting of shareholders of Banco Sabadell of March 25, 2010, consistent in the distribution in shares
from the share premium (see note 3) which amounted to 93,392 thousand euros.

Other capital instruments

A September 18, 2010 the Extraordinary General Meeting of Banco Sabadell agreed to make an issue of
convertible subordinated obligations in newly issued shares of Banco de Sabadell, SA to its offering as
consideration under the takeover bid by 100% of the share capital of Banco Guipuzcoano, SA (see note 2). The
nominal value of such issuance amounted to four hundred sixty-eight million euros (325,470,600 euros cash
value), and the number of securities to be issued ninety-three million six hundred thousand (93,600,000)
convertible subordinated obligations.


                                                                     97
As of November 19, 2010, the governing companies of the stock exchanges of Barcelona, Madrid and Valencia
agreed to the admission to trading of 93.6 million convertible subordinated obligations of EUR 5 par value
each, issued by Banco Sabadell as part of the consideration for the offer.

The term impact of this issue is 3 years at an interest rate of 7.75% per annum. Banco Sabadell discretion may
decide to pay this fee or the opening of a voluntary conversion period, on each payment date (quarterly) and a
preset conversion price in each period.

Banco Sabadell aa carried out in fiscal 2009, a mandatorily convertible bond issue 1 / 2009 for a total of 500
million euros. The release of that issue was held on July 21, 2009, being the nominal value of 1,000 euros and
obligations issued at par. These values may be voluntarily exchanged for shares of the bank on July 21, 2010,
2011 and 2012 and mandatory on 21 July 2013. The reference price of shares in the bank for conversion
purposes was set at 4.982 euros per share, the conversion of obligations-that is, the number of shares of the
bank for each required for the purposes of conversion, of 200.72 shares. The remuneration of that emission
from the date of disbursement until the first anniversary thereof shall, if agreed, or failing that would open the
conversion period, "the 7% annual, from date to maturity will also remember where, the three-month EURIBOR
plus a spread of 4.5% annual. Obligations are placed in order of priority: (i) behind all common and
subordinated creditors of Banco de Sabadell, SA, (ii) behind preferred shares or securities equivalent to the
bank has issued or may issue and (iii) in front of the ordinary shares of Banco de Sabadell, SA

The amount paid for this issue during the year 2010 amounted to 32,939 thousand euros.

Mandatorily convertible subordinated debentures are traded on the Madrid, Barcelona and Valencia. The issue
has mainly retail investors resident in Spain but also open to qualified investors, residents or nonresidents.

Reserves

In thousands of euro

                                                                                        2010               2009

Restricted reserves:                                                                 252.406             330.759
Legal reserve                                                                         30.600              30.600
Reserve for shares as collateral                                                     211.843             290.514
Canary Islands Investment Reserve                                                      6.848               6.530
Reserve for redenomination of share capital                                              113                 113
Reserve for amortized capital                                                          3.002               3.002

Unrestricted reserves:                                                             2.849.691           2.509.807

Reserves of entities accounted for using the equity method                           193.040             146.211

Total                                                                              3.295.137           2.986.777


The details of the reservations made by each of the consolidated companies indicated in Annex I.




                                                             98
Deals on equity instruments
The movement of shares of the parent company acquired by the bank were as follows:

                                                                                               Nominal value            Average price
                                                                    No. of shares       (thousands of Euros)                   in euro)                   % Share (1)

Balance as of 31 December 2008                                        4.449.933                       556,24                     5,09                            0,36

Purchases                                                          101.049.220                    12.631,15                      4,18                            8,42
Sales                                                               69.695.210                     8.711,90                      4,47                            5,81

Balance as of 31 December 2009                                      35.803.943                     4.475,49                      4,38                            2,98

Purchases                                                          133.044.319                    16.630,54                      3,71                          10,49
Sales (2)                                                          161.169.062                    20.146,13                      3,83                          12,64

Balance as of 31 December 2010                                        7.679.200                       959,90                     3,34                            0,61
(1) Participation rates have been calculated taking into account the new capital after effect of the capital increase of 63,630,834 shares with a nominal value
of 7954 million euros, registered in the Trade Register November 10, 2010 .
(2) Includes 1,024,008 shares corresponding to lending under the liquidity contract signed with Caixa d'Estalvis y Pensiones de Barcelona, according to reports in the
securities note relating to the issuance of obligatorily convertible subordinated bonds / 2009 registered with the National Securities Market June 25, 2009



The net result from transactions on equity instruments are recorded in equity under the heading of equity,
reserves the consolidated balance sheet.

At December 31, 2010, 71,811,184 shares are pledged as collateral for bank operations for a nominal value
of EUR 8 976 thousand (74,971,231 shares with a nominal value of 9,371 thousand euros at December 31,
2009).

The number of equity instruments of Banco de Sabadell, SA owned by others, but managed by different
companies of the group are 1916562 and 2230199 titles to December 31, 2010 and 2009, nominal value
amounts to 7981 and 9,238 thousand, respectively. Of these amounts, 1,905,710 and 2,221,239 titles refer
to shares of Banco Sabadell, corresponding to the remaining securities convertible subordinated obligations.




                                                                                 99
NOTE 28 - VALUATION ADJUSTMENTS

The composition of the group valuation adjustments to December 31, 2010 and 2009 is as follows:

In thousands of euro

                                                                                        2010                      2009

Available-for-sale financial assets                                                  (327.492)                  56.734
        Debt instruments                                                             (313.232)                  55.110
        Other capital instruments                                                     (14.260)                   1.624
Cash flow hedges                                                                       (3.934)                 (12.055)
Exchange differences                                                                    1.655                   (2.154)
Entities measured under the equity method                                               5.045                      140
Other valuation adjustments                                                                 991                    991

Total                                                                                (323.735)                  43.656


The breakdown of income tax related to each item in the statement of income and expenses to December 31,
2010 and 2009 is:

In thousands of euro

                                                        2010                                      2009
                                              Amount       Effect                  Amount            Effect
                                                gross           tax       (net)      gross              tax        (net)

Available-for-sale financial assets         (551.630)    165.490      (386.140)   275.444          (82.632)    192.812
     Debt instruments                       (528.938)     158.682     (370.256)    24.119            (7.236)    16.883
      Other capital instruments              (22.692)         6.808    (15.884)   251.325          (75.396)    175.929
Cash flow hedges                             11.600       (3.480)        8.120     29.909           (8.973)     20.936
Exchange differences                          5.452       (1.636)        3.816     (3.310)             991      (2.319)
Entities measured under the equity                             0
system                                         4.905             0       4.905     27.070                 0     27.070
Other recognised income and expense                0             0           0      1.417             (424)        993

Total                                       (529.673)    160.374      (369.299)   330.530          (91.038)    239.492




                                                        100
NOTE 29 - MINORITY INTERESTS

The companies comprising this section are:

In thousands of euro

                                                      2010                                              2009
                                              %                              Profit               %                       Profit
                                        Minority         Amount        attributable         Minority      Amount    attributable

BancSabadell d'Andorra, SA              49,03%          17.585              2.253           49,03%        18.219         3.461
Select Fund of Sabadell BS
Hedge Funds SICAV (Luxembourg)          47,50%          15.488                652           39,84%         8.633           655
And Electric Company
Uvero cogeneration, SA                         -                   -             0          27,08%           462          (308)
Other                                          -             793              (23)                 -           67            12

Total                                          -        33.866              2.882                  -      27.381         3.820


The movement has occurred in fiscal years 2010 and 2009 in the balance of this caption is as follows:

In thousands of euro
                                              Balance at     Movements                Balance at       Movements     Balance at
                                                   31.12.2008 fiscal 2009             Fiscal year 2010 31.12.2009   31.12.2010

Valuation adjustments                              (6.403)               2.622          (3.781)          (1.908)        (5.689)
Other                                              20.466               10.696          31.162            8.393         39.555
        Participation rates and other              10.261                6.876          17.137            5.511         22.648
        Profit for the fiscal year                 10.205                3.820          14.025            2.882         16.907

Total                                              14.063               13.318          27.381            6.485         33.866




                                                            101
NOTE 30 - CONTINGENT LIABILITIES

The breakdown of contingent liabilities is as follows:

In thousands of euro

                                                                                        2010                  2009

Financial guarantees                                                                8.309.422          7.657.672
Other contingent risks                                                                   600                   864

Total                                                                               8.310.022          7.658.536


Contingent liabilities doubtful

The changes in contingent liabilities suspect has been as follows:

In thousands of euro
Balances as of 31 December 2008                                                                           67.422

Additions                                                                                                 86.769
Reductions                                                                                               (99.084)

Balances as of 31 December 2009                                                                           55.107

Additions                                                                                                135.698
Reductions                                                                                               (86.205)
Guipuzcoano Bank Group Incorporation                                                                      16.484

Balances as of 31 December 2010                                                                          121.084


The geographical breakdown of the balance of risks to troops doubtful December 31, 2010 and 2009 is as
follows:

In thousands of euro

                                                                                        2010                  2009

Spain                                                                                121.084              54.931
Latin America                                                                              0                   176

Total                                                                                121.084              55.107


The credit risk coverage for contingent liabilities was doubtful as follows:

In thousands of euro

                                                                                        2010                  2009

Specific Hedging:                                                                     76.068              51.465
Coverage of risk of customer insolvency                                               75.591              51.038
Country risk coverage                                                                    477                   427

Generic hedging                                                                       15.604              29.718

Total                                                                                 91.672              81.183


The movement of this coverage, made in the wording of provisions in the liabilities is detailed in note 24.




                                                         102
NOTE 31 - CONTINGENT COMMITMENTS

The breakdown of this caption at December 31, 2010 and 2009 is as follows:

In thousands of euro

                                                                                     2010                2009

Available by third parties                                                      14.305.101         15.085.197
        By credit institutions                                                      71.843             83.210
        By public administrations                                                1.213.508          1.551.482
        By other resident sectors                                               12.399.265         12.908.236
        By non-residents                                                           620.485            542.269
Term purchase commitments of financial assets                                       57.285                  0
Conventional financial asset acquisition contracts                                 213.982            693.489
Other contingent commitments                                                     1.557.073          1.241.052

Total                                                                           16.133.441         17.019.738


Total commitments available by third parties to December 31, 2010 includes, as significant amounts, loan
commitments subject to availability study debtors in non-recourse factoring operations, amounting to
2,920,476 thousand euros (3,631,615 thousand euros at December 31, 2009), and credit commitments
secured by mortgages, amounting to 1,220,795 thousand (1,350,987 thousand euros at December 31, 2009).
For the rest, in most cases there are other types of security commensurate with the risk management policy
group.

NOTE 32 - CUSTOMER FUNDS OUT OF BALANCE

Customer funds out of balance, managed by the group and sold but not managed, are:

In thousands of euro

                                                                                     2010                2009

Managed by the Group:                                                            8.660.421          9.001.867
Investment funds and companies                                                   7.421.903          8.238.857
Wealth Management                                                                1.238.518            763.010

Marketed mutual funds but not managed                                            1.430.894            911.808

Pension funds (1)                                                                3.015.818          2.787.969

Insurance (1)                                                                    5.726.873          5.380.398

Financial instruments entrusted by third parties                                36.196.194         36.657.426

Total                                                                           55.030.200         54.739.468
(1) The balance of pension funds and insurance on funds traded by the group.


Net fees and commissions paid to these products, including the relevant section of the profit and loss account,
amounted to 131,956 thousand euros in 2010 (130,197 thousands of euros in 2009).

                                                                         103
NOTE 33 - PROFIT AND LOSS ACCOUNT

Below is relevant information in relation to the profit and loss account of financial years 2010 and 2009.

a) Interest income and similar charges

The breakdown of net interest income is as follows:

In thousands of euro

                                                                                       2010                  2009

Interest and similar income:
Deposits at central banks                                                              9.488             14.032
Deposits with credit Institutions                                                     28.620             28.487
Customer Credit                                                                    2.226.244          2.835.615
Debt instruments                                                                    311.667             219.319
Doubtful assets                                                                       29.680             34.556
Rectification of income from hedge operations                                          6.287             (4.977)
Income from insurance contracts linked to pensions                                    28.511             30.956
Other Interests                                                                        4.290                 8.245

Total                                                                              2.644.787          3.166.233

Interest expense and similar charges:
Deposits from central banks                                                          (16.806)           (34.694)
Deposits from credit institutions                                                   (116.542)          (127.224)
Deposits from customers                                                             (740.379)          (830.717)
Debt certificates including bonds                                                   (539.842)          (652.246)
Subordinated liabilities                                                             (85.794)           (88.614)
Rectification of expenses from hedge operations                                     343.865             201.373
Interest cost of pension funds                                                       (27.864)           (30.301)
Other Interests                                                                       (2.309)            (3.163)

Total                                                                             (1.185.671)        (1.565.586)


b) Fees

Fee and commission income from financial operations and services were as follows:

In thousands of euro

                                                                                       2010                  2009

For contingent risks                                                                  79.034             73.037
For contingent commitments                                                            16.320             14.121
Foreign exchange and foreign bank notes                                                1.202                 1.211
For collection and payment services                                                 220.146             230.964
For securities services                                                               56.308             43.464
For commercialisation of non-bank financial products                                114.352             116.889
Other comissions                                                                      83.333             82.561

Total                                                                               570.695             562.247




                                                       104
The fees paid were as follows:

In thousands of euro

                                                                                       2010                2009

Fees assigned to other institutions and correspondents                               (42.269)           (40.290)
Other comissions                                                                     (11.964)           (10.793)

Total                                                                                (54.233)           (51.083)


c) Results from financial transactions (net)

The breakdown of this heading in the consolidated profit and loss for the years ended December 31, 2010 and
2009 is as follows:

In thousands of euro

                                                                                              2010         2009

Financial liabilities held for trading                                                     62.324        39.241
Financial instruments not valued at fair value through profit and loss                   123.166        199.303
Other                                                                                      18.575         9.606

Total                                                                                    204.065        248.150

By nature of the financial instrument:
Net income from debt securities                                                            67.084        94.802
Net income from other equity instruments                                                      3.677      27.133
Net income from financial derivatives                                                      65.153        29.399
Net income for other items (note 21)                                                       68.151        96.816

Total                                                                                    204.065        248.150


During the year, the group has sales of certain debt securities that it held in the portfolio of financial assets
available for sale generated a profit of 62,954 thousand euros at December 31, 2010 (85,999 thousand euros
at 31 December 2009).




                                                                    105
d) Other operating income

The breakdown of this heading in the consolidated profit and loss for the years ended December 31, 2010 and
2009 is as follows:

In thousands of euro

                                                                                          2010            2009

Income from insurance and reinsurance contracts issued                                  27.848          59.913
Sales and income from the provision of non-financial services                           23.907          17.028
Other operating income                                                                  48.396          47.239
        Operating income from investment property                                         8.843          9.342
        Compensation insurers                                                                183           509
        Other products                                                                  39.370          37.388

Total                                                                                  100.151         124.180


Revenues from insurance and reinsurance contracts issued include the amount of earned premiums for the
insurance company Assegurances Life Insurance, SA (owned indirectly by the group through BancSabadell
d'Andorra, SA), whose fees charged are shown in note 33 e).

Farm income real estate investment coming mainly from Banco de Sabadell, SA, Solvi Development, SL and
Solvi Properties, SL. whose sums amounted to 1,686, 3,470 and 2,311 thousand, respectively.

The income recorded in other income comes basically from the group entities whose activity is not financial.

e) Other operating expenses

The breakdown of this heading in the consolidated profit and loss for the years ended December 31, 2010 and
2009 is as follows:

In thousands of euro

                                                                                      2010                2009

Expenses of insurance and reinsurance                                               (27.808)           (59.818)
Variation in inventories                                                            (21.346)            (2.333)
Other operating expenses                                                            (45.105)           (52.695)
        Operating expenses for investment properties                                   (659)               (54)
        Contributions to guarantee funds and deposits                               (20.567)           (18.791)
        Other items                                                                 (23.879)           (33.850)

Total                                                                               (94.259)          (114.846)


The costs for insurance and reinsurance contracts issued include basically the amount of insurance contract
provisions and benefits incurred for the insurance company Assegurances Life Insurance, SA (owned indirectly
by the group through BancSabadell d'Andorra, SA) whose earned income is displayed in the note 33d).

The expense recorded under contribution to deposit guarantee funds and basically covers the expense
recorded in Sabadell United Bank, NA in the amount of 2,510 thousand euros and Banco de Sabadell, SA,
amounting to 17,344 thousand euros in 2010 ( 17,115 thousand euros in 2009).

The expense recognized in other respects corresponds basically to cost of sales expense of the entities whose
business is not financial.




                                                                106
f) Administrative expenses

This heading in the consolidated income statement includes the amount of expenditure incurred by the group
for the cost of personnel and other administrative overheads.

Personnel expenses
Staff costs due to the profit and loss account consolidated in the years ended December 31, 2010 and 2009
have been:

In thousands of euro

                                                                                       2010                   2009

Salaries and bonuses of active personnel                                            (500.460)          (475.334)
Social security contributions                                                       (100.290)              (99.461)
Contributions to pension plans                                                       (16.709)              (25.488)
Other Personnel expenses                                                             (62.262)          (115.040)

Total                                                                               (679.721)          (715.323)


The average number for all companies of the group is 10,953 people (5,928 men and 5,025 women) in year
2010 (9625 in fiscal 2009, of which 5,199 were men and 4,426 women).

The classification of the group's workforce by grade and sex to December 31, 2010 and 2009 is as follows:

Number of employees employed

                                                    2010                                   2009
                                                   Men              Women                Men                Women

Technical                                        4.837              3.621              4.095                 2.914
Clerical staff                                     966              1.353              1.003                 1.454

Total                                            5.803              4.974              5.098                 4.368


The total workforce at December 31, 2010, 60 had acknowledged some degree of disability (56 to December
31, 2009).

The Annual General Meeting of Shareholders of Banco de Sabadell, SA, on March 29, 2007, approved a plan of
share-based incentives for executives of Grupo Banco Sabadell ended March 20, 2010.

The liquidation of the plan did not involve the delivery of any action because the price was not reached
revaluation set under the plan.

The Annual General Meeting of Shareholders of Banco de Sabadell, SA held on March 25, 2010, approved a
new incentive plan based on shares for Banco Sabadell.




                                                         107
This plan, granted in order to maximize the degree of employee motivation and loyalty of the staff directors of
the group, is issuing a number of stock appreciation rights (stock appreciation rights or SAR), which would grant
its holder to receive upon maturity, and bank shares, the increase in value experienced by the BS action
observed in a maximum period of 3 years and 3 months, with a completion date of June 11, 2013.

Below is the movement of the rights granted incentive plan shares in the year 2010:

Thousands

                                                                                                                 2010

Existing at beginning of year                                                                                        -
Granted                                                                                                        25.330
Cancelled                                                                                                        (524)
Existing at year end                                                                                           24.806



The exercise price is in all cases of 3.89 run the settlement for the difference, if this positive result, the trading
price between the end of the plan and the execution price.

At the time of the grant, to address the commitment generated, the bank hired to cover economic effects
symmetrical to that commitment at other financial institutions outside the group. The premium paid in the
recruitment of the hedge (21.8 million) was considered reasonable value of services received during the three
year duration of the plan.

In relation to staff costs related to incentive plans based on stock (see note 1p), recorded an expense in fiscal
2010 and 2009 of 10.9 and 11.3 million euros, respectively.

Other administartive expenses

This item includes all other administrative expenses for the year:

In thousands of euro

                                                                                            2010                 2009

Property, fixtures and materials                                                         (103.077)            (80.492)
Information technology                                                                    (56.976)            (57.630)
Communications                                                                            (21.828)            (21.728)
Advertising and publicity                                                                 (30.919)            (21.068)
Contributions and taxes                                                                   (54.271)            (49.298)
Other expenses                                                                            (89.263)            (91.284)

Total                                                                                    (356.334)          (321.500)


The fees received by auditors PricewaterhouseCoopers, SL for audit services in Spain account for an amount of
1,055 thousand euros in 2010 (794 thousand euros in 2009) include an amount of 252 thousand euros
relating to services audit performed in Guipuzcoano Bank Group acquired during the current year (see note 2).
The audit services for branches and subsidiaries abroad amounted to 410 thousand euros in 2010 (386
thousand euros in 2009).

The fees paid to other auditors for audit services provided in Spain amounted to 90 thousand euros in 2010
(160 thousand euros in 2009) and related services to branches and subsidiaries abroad to 137 thousand
euros the exercise of 2010 (139 thousand euros in 2009).




                                                         108
The amount of fees received by auditors PricewaterhouseCoopers, SL and other companies using the
PricewaterhouseCoopers Auditors, SL and tax advisory services in fiscal year 2010 amounted to 91 thousand
euros, while the amount of fees for other services provided by these companies have been 1,168 thousand
euros, including 348 in turn thousands of dollars for other services rendered to the Bank Group Guipuzcoano.
The amounts recorded for these services in 2009 amounted to 33 and 475 thousand, respectively. The fees
paid to other auditors for other services amounted to 1,228 thousand euros in 2010 (1,113 thousand euros in
2009).

g) Impairment of financial assets (net)

The breakdown of this heading in the consolidated profit and loss for the years ended December 31, 2010 and
2009 is as follows:

In thousands of euro

                                                                                             2010            2009

Loans and receivables                                                                     (395.905)      (225.521)
Other financial instruments at fair value with changes                                    (109.856)      (419.035)
gains / losses
          Available-for-sale financial assets                                             (109.856)      (419.035)
                   Debt instruments                                                          3.299        (16.277)
                   Other equity instruments (see note 6)                                  (113.155)      (402.758)

Total                                                                                     (505.761)      (644.556)


h) Earnings (loss) on disposal of assets classified as held for sale

The breakdown of this heading in the consolidated profit and loss for the years ended December 31, 2010 and
2009 is as follows:

In thousands of euro

                                                                                         2010                2009

Profits                                                                               304.481              92.950
From sale of tangible assets                                                          294.287              73.382
Sale of shares                                                                         10.188              19.568
Other                                                                                       6                   0


Losses                                                                                  (8.370)            (9.375)
From sale of tangible assets                                                            (7.778)            (9.131)
For investment in property                                                                (509)                 0
Sale of shares                                                                             (72)              (244)
Other                                                                                      (11)                 0

Total                                                                                 296.111              83.575


Within the balance of the share of profits (losses) from sale of tangible assets mainly reflects operating results
by sales to operating leases (see note 14).

                                                           109
i) Other information

In relation to the business combination described in note 2 on the acquisition of Banco Guipuzcoano, detailing
the following information:

The amounts of revenue and results gained from the acquisition date included in the consolidated income
statements of Banco Sabadell amount at 31 December de 2010-28263 and (239), respectively

The revenue and result of the combined entity for the year 2010 as the date of acquisition of the business
combination had been the beginning of the financial year amounted to 31 December de 2010-386697 and
5343, respectively.



NOTE 34 - STATE TAX (INCOME TAX)

Tax consolidation
Under current regulations, Banco de Sabadell, SA is the parent company and consolidated tax group as Spanish
subsidiaries include all those who meet the requirements of the rules governing the taxation of the
consolidated profits of corporate groups .

In Annex I shows the companies included in consolidated tax group.

The other group companies file individual claims, according to tax rules that apply to them.

Conciliation
The reconciliation of the difference between the accounting for the years 2010 and 2009 with the tax base of
corporation tax is:

In thousands of euro

                                                                                       2010               2009

Profit before tax                                                                    464.341           571.346
Increases in the tax base                                                            356.231           410.756
Decreases in the tax base                                                           (364.638)         (493.873)

Tax base (taxable income)                                                            455.934           488.229

Quota (30%)                                                                          136.780           146.469

Deductions for double taxation, training and other                                   (18.767)          (25.704)

Net quota                                                                            118.013           120.765

Tax temporary differences (net)                                                      (37.026)           (9.375)
Recognition reinvestment Adjustments pending application                             (16.000)          (61.000)
Other adjustments (net)                                                               16.432            (5.353)

Income tax                                                                            81.419            45.037


As detailed in Note 3 to these financial statements, the Board of Directors proposes for approval by the General
Meeting a budget to the reserve for investment in the Canaries in the amount of 248 thousand euros. This
reserve has been fully materialized in the year 2010 through investments made in the same year in different
tangible assets classified as facilities.




                                                           110
Increases and decreases in the tax base
The details referred to in the table above, relating to increases and decreases in the tax base, depending on
their classification as temporary or permanent differences, are given in the following table:

In thousands of euro

                                                                                    2010               2009

Permanent difference                                                              51.375              5.295
Temporary differences arising in current year                                      7.598            299.355
Temporary differences arising in prior years                                     297.258            106.106

Increases                                                                        356.231            410.756

Permanent difference                                                             (183.201)         (119.662)
Temporary differences arising in current year                                        (115)             (173)
Temporary differences arising in prior years                                     (181.322)         (374.038)

Decreases                                                                        (364.638)         (493.873)



Tax Assets - Deferred
This heading represents the outstanding balance with the Treasury deferred tax asset that basically includes
such costs as the difference between the accounting and tax allocations for non-tax deductible funds for
449,118 thousand euros (381,056 thousand euros in 2009), allocations to pension funds by 75,995 thousand
euros (78,176 thousand euros in 2009), merger funds 137,542 thousand euros (147,682 thousand euros in
2009).




                                                    111
The movement of deferred tax assets, except those related to valuation adjustments on the equity in the last
two years has been:

In thousands of euro

Balance as of 31 December 2008                                                                          740.680

Intra-group transactions                                                                                  8.251
For pension funds                                                                                       (25.166)
For non-deductible funds                                                                                (37.707)
For merger funds                                                                                        (10.139)
Opening commissions                                                                                      (2.015)
for varied taxation rate                                                                                     (6)
For prepaid taxes abroad                                                                                  1.410
Accelerated amortization                                                                                 (2.075)
Consolidation adjustments                                                                               (42.219)
Other                                                                                                    (4.107)

Balance as of 31 December 2009                                                                          626.907

Guipuzcoano Bank Group Incorporation                                                                     57.542
Intra-group transactions                                                                                 11.334
For pension funds                                                                                       (16.188)
For non-deductible funds                                                                                  48.135
For merger funds                                                                                        (10.139)
Opening fee                                                                                                (634)
for varied taxation rate                                                                                       0
For prepaid taxes abroad                                                                                   (625)
Accelerated depreciation and amortization                                                                  (197)
Consolidation adjustments                                                                                23.310
Other                                                                                                     1.925

Balance as of 31 December 2010                                                                          741.370



Tax liabilities - Deferred
This paragraph contains the credit with the Treasury deferred tax liabilities that basically includes taxes
resulting from accelerated tax depreciation on fixed assets in accordance with prevailing tax rules, the deferred
to revert to the Treasury for merger amounting to 5,546 thousand euros (7,410 thousand euros in 2009) and
earned the consolidation accounting adjustments amounting to 28,595 thousand euros (21,995 thousand
euros in 2009).




                                                      112
The movement in deferred tax liabilities occurred in the last two years has been:

In thousands of euro

Balance as of 31 December 2008                                                                      127.522

Intra-group transactions                                                                              3.675
For mergers                                                                                          (1.308)
Deferred foreign taxes                                                                               (1.457)
Valuation adjustment                                                                                  2.876
for change in field of activity                                                                      (2.474)
Asset revaluation                                                                                      (130)
Consolidation adjustments                                                                           (25.344)
Other                                                                                                  (574)

Balance as of 31 December 2009                                                                      102.786

Guipuzcoano Bank Group Incorporation                                                                  8.714
Intra-group transactions                                                                             10.337
For mergers                                                                                          (2.029)
Deferred foreign taxes                                                                                 (274)
Valuation adjustment                                                                                (19.901)
for change in field of activity                                                                      (8.012)
Asset revaluation                                                                                      (130)
Consolidation adjustments                                                                             6.214
Other                                                                                                  (169)

Balance as of 31 December 2010                                                                       97.536

The amount to be settled to the Treasury is reflected in the wording of current tax liabilities.

In 2010, the Banco Sabadell Group has made investments amounting to approximately 681,602 thousand
euros (554,437 thousand euros at December 31, 2009), which has led it to the application of the deduction for
reinvestment provided for in Article 42 Consolidated Text of the Income Tax Act, Royal Decree 4 / 2004 of
March 5, amounting to 62,555 thousand euros (59,981 thousand euros at December 31, 2009) that
correspond to income generated in 2007, 2008, 2009 and 2010, for amounts of EUR 46,507 thousand,
419,120 thousand, 19,110 thousand euros and 29,868 thousand, respectively.

Years open for review
In 2010 have been notified of the final settlement of the disagreement inspection records relating to
corporation tax for the years 2003 and 2004, amounting to EUR 4,906 thousand and 3,039 thousand,
respectively, which have been appealed replacement to the Tax Office, having, however, the amount paid. The
final statement for the record filed in connection with the corporation tax year 2005 is still pending final
clearance by the Inland Revenue.




                                                        113
Regarding the value added tax, has been reported in 2010 the final settlement for the minutes of the 2003 to
2005, amounting to 2,787 thousand euros, which has been appealed to the Economic Court Central
Administration, having, however the amount paid.

As a result of previous actions of the Tax Administration inspection records are signed under protest group and
the acquired entities, and later merged with the final settlement with the sum of the tax liability of 28,418
thousand euros, of which 13,259 thousand euros temporary differences relate to income tax, having contested
all of them. In any case, the bank has established sufficient reserves to meet contingencies which may arise
from such liquidations.

Because of possible interpretations that can be made of the tax rules applicable to certain operations of the
banking sector, there may be certain contingent tax liabilities. However, the ability to materialize these liabilities
is remote and in any case, the tax liability that might arise therefrom would not materially affect the annual
accounts.

All companies are part of the group have to be revised all taxes unproven and not legally prescribed.


NOTE 35 - SEGMENT INFORMATION

Segmentation criteria

Segment information is structured, first, in different directions depending on the business of the group and,
secondly, according to geographical distribution.

The business address listed below have been established according to the group's organizational structure in
place at year-end 2010. For business customers (Retail Banking, Corporate Banking, Banco Urquijo),
segmentation is determined based on the customers they serve. Asset Management is a business that offers
cross-specialty products are marketed through the group's branch network.

Segmentation by business units

Regarding the basis of presentation and methodology used, the information presented is based on the
individual accounts of each of the companies forming the group, with eliminations and consolidation
adjustments and cost accounting of income and spending on business partitions on one or more legal entities,
which allows the allocation of revenues and costs for each customer depending on the business to which is
assigned each of them.

Each e-business is considered as an independent business, so there are internegocios pricing for the provision
of distribution services for products, services or systems. The final impact on the income of the group is zero.

Each business supports their direct costs, derived from general and analytical accounting, and indirectly from
corporate units.

Also, a capital allocation so that each business is assigned an equivalent to the minimum regulatory capital
required for risky assets. This minimum depends on the regulatory body that oversees every business (Bank of
Spain for business customers and the National Securities Market, CNMV, to the business of Asset
Management).




                                                        114
Below is important information regarding the segmentation of the group's activity:

             a) For business units

Then for each business unit is shown, by 2010, the breakdown of income before taxes, other relevant
quantities and total reconciliation of these results with those of established:

                                                                                       2010
                                                                     BANKING      BANKING             Bank     Management
In thousands of euro                                               Commercial     Corporate         Urquijo         Assets

Interest Margin                                                    1.212.681      151.718           26.888           (160)

Net fees and commissions                                                401.080    50.569           19.173         28.854
Other income                                                          39.739       11.845            3.503          1.643
Gross income                                                       1.653.500      214.132           49.564         30.337

Operating expense                                                   (862.942)     (27.716)        (35.029)        (18.042)
       of which staff costs                                         (357.266)      (6.468)        (19.202)        (10.346)
Depreciation provisions (net)                                                0           0           (125)              0
Losses due to impairment of assets                                  (402.996)     (55.365)           (191)              0
Other results                                                                 0         0            (466)            (13)
PROFIT FROM OPERATIONS                                                  387.562   131.051           13.753         12.282

Profit before tax by segment                                            387.562   131.051           13.753         12.282

Ratios (%)
ROE                                                                      11,7%      11,4%            4,6%           31,4%
Efficiency                                                               50,1%      12,8%           59,7%           59,5%

Other data
Employees                                                                 6.535         89            219             145
National Offices                                                          1.167          2              14              0


                                                                                              CONSOLIDAT
Reconciliation of profit before tax                                                                   ED

Total business units                                                                               544.648
(+/ -) Unallocated profit/loss                                                                     89.237
(+/ -) Write-off of internal profit and loss (between segments)                                            0
(+/ -) Other profit/loss                                                                         (169.544)
(/ -) Income tax and / or result of interruptions                                                          0
Profit before tax                                                                                 464.341




                                                                  115
                                                                                                 2009
                                                                  BANKING          BANKING               Bank            Management
In thousands of euro                                              Commercial        Corporate           Urquijo             Assets

Interest margin                                                       1.413.446        151.303               26.146                  125

Net fees and commissions                                                 409.242        38.301               19.633             33.514
Other income                                                             45.230          8.421                4.810              1.462
Gross income                                                          1.867.918        198.025               50.589             35.101

Operating expense                                                     (852.952)        (25.771)            (36.360)           (17.373)
       of which, personnel costs                                      (362.055)         (6.410)            (19.930)           (10.588)
Depreciation provisions (net)                                                  0                0                 923                 0
Losses due to impairment of assets                                    (456.151)        (94.437)              (1.664)                  0
Other results                                                                  0             0                (148)                  0
PROFIT FROM OPERATIONS                                                   558.815        77.817               13.340             17.728

Profit before tax by segment                                             558.815        77.817               13.340             17.728

Ratios (%)
ROE                                                                       16,7%              6,7%                 5,6%          34,3%
Efficiency                                                                43,9%          12,8%                  61,7%           49,5%

Other data
Employees                                                                  6.583                95                240                144
National Offices                                                           1.174                2                   14                0


Reconciliation of profit before tax                                                                  CONSOLIDATED

Total business units                                                                                        667.701
(+/ -) Unallocated profit/loss                                                                              73.179
(+/ -) Write-off of internal profit and loss (between segments)                                                     0
(+/ -) Other profit/loss                                                                                  (169.534)
(/ -) Income tax and / or result of interruptions                                                                   0
Profit before tax                                                                                           571.346


The total assets of the entity's total amount at 31 December de 2010-87449374 thousand euros, while at the
same time last year stood at 81,408,429 thousand.

In relation to the type of products and services resulting in revenue, then it is reported the same for each
business unit:

- Commercial Banking offers investment products such as savings. Investment highlights the marketing of
mortgage products and loans. As regards savings, the main products are light accounts, mutual funds and
pension plans.

Additionally also include insurance products and payment methods, such as credit cards and the issue of
transfers, among others.

- Corporate Banking provides financial services expertise with a global offer of solutions, ranging from
transactional banking services to the more complex and tailored solutions, whether in the field of finance,
treasury and corporate finance, among others.

- Banco Urquijo provides comprehensive advice which includes the full range of financial products: mutual
funds Banco Sabadell and major international fund managers, managed portfolios, SICAV, referenced products
to a wide variety of underlying and with different time horizons, unit- linked intermediation, fixed income and
equities and alternative investments (hedge funds, private equity, renewable energy, etc..).




                                                                   116
- Asset Management develops investment products to their customers, mainly to manage and administer both
SICAV investment funds as well as actively managed portfolios.

Below are 2010 and 2009, revenue generated by each business unit:

In thousands of euro

                                                                                      CONSOLIDATED
                                                Ordinary revenue                     Ordinary revenue
                                                     from customers                 between segments                       Total ordinary revenue
SEGMENTS                                 31/12/2010          31/12/2009           31/12/2010       31/12/2009        31/12/2010         31/12/2009

Commercial banking                         2.145.794           2.794.599             112.329          121.153             2.258.123       2.915.752
Corporate Banking                              323.832           332.302                 836               761             324.668          333.063
Banco Urquijo                                   52.332               73.891            9.782              9.721             62.114           83.612
Asset management                                69.869               79.838            4.033              4.838             73.902           84.676

(-) Adjustments and eliminations
of ordinary revenue between
SEGMENTS                                              0                    0         (43.063)         (47.159)             (43.063)         (47.159)

Total                                      2.591.827           3.280.630              83.917            89.314            2.675.744       3.369.944



Following is detailed for each of them what percentage of net interest income and net commission generated
on the total in the year 2010:


                                                                     Segmentation of net interest income and net fees
                                                            Credit                             Deposits                               Products (*)
                                                    customers                                      customers                           services
                                               % On the
                                                balance                 % Yield      % On the balance          % Yield            % On the balance
                                           average                   on total            average               on total                  total
SEGMENTS

Commercial banking                                81,3%                  85,7%                  85,9%                 89,8%                      80,3%
Corporate Banking                                 17,0%                  12,4%                     8,0%                   8,1%                   10,1%
Banco Urquijo                                        1,7%                  1,9%                    6,1%                   2,1%                    3,8%
Asset management                                     0,0%                  0,0%                    0,0%                   0,0%                    5,8%

Total                                              100%                   100%                     100%                  100%                    100%
(*) Segment Percentage of total commissions.




                                                                          117
            b) By geographical area

The geographic distribution of income "for the years 2010 and 2009 is as follows:

In thousands of euro

                                                          Distribution of interest and similar income by geographical area
                                                          INDIVIDUAL                               CONSOLIDATED
                                                    31/12/2010         31/12/2009             31/12/2010          31/12/2009

Domestic market                                       2.496.033          3.100.487               2.511.753           3.085.696
Export:
        European Union                                   36.088              25.565                 50.488              26.509
        OECD countries                                   18.467              18.197                 66.549              33.463
        Other countries                                        0                   0                15.997              20.565

Total                                                 2.550.588          3.144.249               2.644.787           3.166.233




NOTE 36 - FINANCIAL RISK MANAGEMENT

Because policies and risk management of the entity are performed at the level of group synergy and greater
control that this implies, much of the information contained in this note corresponds to the generic group
except for the figures which relate mainly to the bank.

The main financial risks incurred by Banco Sabadell group entities as a result of activity related to the use of
financial instruments are credit, market and liquidity.

Banco Sabadell is aware that an accurate and efficient management and risk control is to optimize the creation
of shareholder value by ensuring an adequate level of solvency in an environment of sustainable growth.

To do this, management and risk control are configured as a broad framework of principles, policies,
procedures and valuation methodologies advanced integrated into an efficient decision-making structure in
order to maximize the relationship between profitability and the risk assumed.

Principles
Banco Sabadell has defined the following basic principles regarding the management and control of risk:

     Solvency. We opted for a prudent risk policy and balanced to ensure sustained and profitable growth of its
      business and is aligned with the strategic objectives of the group to maximize value creation. Must ensure,
      within the structure of limits, there is no concentration levels that could compromise a significant portion of
      equity. To this end, the risk variable is included in the decisions of all levels and quantified under a
      common measure, the economic capital. 

     Responsibility. The Board is committed to the control processes and risk management: policy, setting limits
      and privileges granted to lower courts decision, approval for the management and procedures,
      methodology, measurement, monitoring and control. At the executive level, there is a clear segregation of
      duties between business units where the risk arises, and units of management and control. 

     Monitoring and control. Risk management is based on solid and continuous monitoring procedures to
      adapt to specified limits, with clear responsibilities in identifying and monitoring and early warning
      indicators, as well as advanced risk assessment methodology. 




                                                         118
Credit risk
Credit risk arises from the possibility that one party to a financial instrument will fail to meet the obligations
associated with financial liabilities.

Exposure to credit risk is carefully managed and based on regular analysis of creditworthiness of borrowers and
their ability to meet the payment of its obligations to the appropriate group exposure limits established for each
counterparty to the level considered acceptable . It is usual also modulate the level of exposure through the
provision of collateral and guarantees for the bank by the obligor.

The group provides provision to cover this risk, both specifically for losses incurred at the balance sheet date as
others that might be incurred in light of past experience, without this meaning that, significant changes in
economic conditions or in the creditworthiness of borrowers, are eventually produce losses in excess of the
allowances.

In order to optimize business opportunities with each customer and ensure a sufficient level of safety, liability,
both in admission risk in the monitoring of it is shared between the manager of business and risk analyst, by
effective communication, enables a comprehensive view of the situation of each client by their makers.

The operational track manager that comes from direct contact with clients and managing daily operations,
while the risk analyst provides the most systematic derived from their expertise.

The Board gives authority and autonomy to the Risk Management Committee to enable it, in turn, may delegate
different levels of decision. The implementation of a control of the powers in the media allows the admission
office established for each level is based on the expected loss calculated for each of the operations of the
companies featured.

The establishment of advanced methodologies for risk management (adapted to the New Basel Capital Accord-
NBCA, and best practices) leads to advantages in their management by enabling a proactive approach from
identification. In this regard, it should highlight the use of rating tools such as the rating for accredited
companies or scoring for individuals as well as advanced warning indicators for monitoring the risks.

The recovery of loans outstanding is held by a specialized function that coordinates efforts in the first instance
court and, eventually, the court can conduct internal or external managers depending on the type and amount
of debt. The evaluation of the results of the recovery management evaluates the effectiveness of mitigation
mechanisms employed.

Financial assets exposed to credit risk by portfolio, counterparty type and instruments as well as areas where
the risk has generated are, at the end of each exercise, which is then shown by its carrying amount, as an
expression of maximum level of exposure to credit risk incurred as it comes to reflecting the highest level of
debt the borrower on the date to which they relate.




                                                         119
In thousands of euro

                                                           2010                                        2009
                                                Business in Business                        Business in Business
Credit risk exposure                            Spain       Foreign           Total         Spain          Foreign         Total

Treasury and central banks                  880.189       373.411        1.253.600     1.677.173       142.984        1.820.157

Deposits with credit Institutions          1.783.870      154.681        1.938.551     1.575.226       193.581        1.768.807
        Of which: non-performing loans          209            298            507           287              406           693

Customer Credit                           69.709.249     3.011.578      72.720.827    62.495.584     2.364.873       64.860.457
Public Administrations                     1.007.999        47.079       1.055.078      863.133            41.177      904.310
        Of which: non-performing loans       21.597            757         22.354        14.091                 0       14.091
Other private sectors                     68.701.250     2.964.499      71.665.749    61.632.451     2.323.696       63.956.147
        Of which: non-performing loans    3.854.022         68.051      3.922.073     2.590.627            45.461    2.636.088

Debt instruments                           9.204.995      686.604        9.891.599     6.748.355       202.605        6.950.960
Public Administrations                     6.369.268        51.850       6.421.118     2.639.835           28.403     2.668.238
Credit institutions                        2.221.977      124.357        2.346.334     3.598.235       114.105        3.712.340
Other private sectors                       605.817       510.397        1.116.214      503.847            60.097      563.944
Doubtful assets                                7.933              0          7.933        6.438                 0         6.438

Trading derivatives                        1.135.092        11.133       1.146.225     1.112.091            8.342     1.120.433

Hedging derivatives                         487.564               0       487.564       668.081                 0      668.081

Contingent risks                           7.970.236      339.786        8.310.022     7.427.039       231.497        7.658.536

Contingent commitments                    15.758.448      374.993       16.133.441    16.836.968       182.770       17.019.738

Total                                    106.929.643     4.952.186     111.881.829    98.540.517     3.326.652 101.867.169


The group also maintains contingent liabilities and commitments to borrowers, materialized through the
establishment of guarantees given and commitments inherent in credit contracts to a level or limit that ensures
funding availability to the client when required. Such facilities also pose the assumption of credit risk and are
subject to the same management and monitoring systems described above.

The distribution of gross lending in the Spanish area by area presents the following profile:

In percentage

                                                                                                    2010                  2009

Cataluña                                                                                              47                    53
Madrid                                                                                                20                    19
Comunidad Valenciana                                                                                   8                      7
Baleares                                                                                               3                      3
Asturias                                                                                               6                      6
País Vasco (Basque Country)                                                                            6                      1
Castilla y León                                                                                        3                      3
Andalucía                                                                                              7                      8

Total                                                                                                100                   100


The value of the exposure to credit risk described above has not been deducted from the amount of collateral
or other credit enhancements received to ensure compliance, commonly used in the types of financial
instruments managed by the entity.

Typically, these correspond to real rate guarantees, mostly mortgage residential properties, whether completed
or under construction. The organization also accepts, although to a lesser extent, other types of collateral, such
as local mortgage on real estate, factories, etc., as well as financial assets. Another technique to mitigate credit
risk by the entity commonly used is the acceptance of collateral, in this case, subject to this solvency guarantor
contrasted.


                                                               120
All these mitigation techniques are set ensuring the legal certainty, that is, under legal contracts binding on all
parties and allow its legal enforceability in all relevant jurisdictions to ensure at all times the possibility of
liquidation of the collateral. The entire process is subject to an internal control legal adequacy of contracts can
be utilized legal opinions from international experts when contracts are established under foreign law.

Interests are formalized by a notary public document, in order to become effective against third parties. These
public documents in the case of real estate mortgages, also enroll in the appropriate registry to become
effective constituent and third parties. In the event pledges, pledged goods usually are deposited in the state.
Do not allow the unilateral cancellation by the debtor, maintaining effective security until full repayment of the
debt.

Personal guarantees or bonds are established for the institution and, unless exceptional circumstances, a
notary also formalized through a public document to provide the maximum contract formalization and legal
certainty to legal claim by legal action executive in case of default. Constitute a right to claim against the
guarantor and irrevocably first application.

In the case of market operations, in line with general trends, the Banco Sabadell group also has contractual
rights and compensation (netting) with most of the financial counterparties with which derivative contracts and
certain collateral agreements (CSA), all with the objective of mitigating exposure to credit risk and avoid
excessive concentrations. The Banco Sabadell securities lodged as collateral at the end of 2010 were 318
million euros (541 million euros at the end of 2009).

The main concentration of risk in relation to all these types of collateral or credit enhancement for the use of
home equity as a technique to mitigate credit risk exposure of loans destined for financing or construction of
dwellings or other buildings. In relative terms, the exposure secured by mortgages represents 50% of total
gross investment.

Below are the delinquency ratios, hedging and Banco Sabadell:

In percentage

                                                                    2010                2009                2008

Non-performing loan ratio                                            5,01                3,73               2,35
Coverage ratio of bad debts                                          56,6                69,0              106,9



As stated above, the internal model entity qualifies most borrowers (or operations) with which incurs credit risk.
These models have been designed taking into account the best practices presented by the NACB. However, not
all portfolios in which it incurs credit risk internal models feature because, among other reasons, which, for its
reasonable design, it requires a minimum experience in cases of default. Therefore, as a better description of
the quality of the portfolio from a holistic perspective, in the following table rating grades used to describe the
Financial Reporting Standard set by the Bank of Spain Circular 4 / 2004 for the purpose of credit risk analysis
to which the group is exposed and estimation of the coverage needs of impairment in value of portfolios of debt
instruments.

                                                       121
In percentage

Credit quality of financial assets                                                          2010                       2009

No appreciable risk                                                                             19                       15
Low Risk                                                                                        25                       25
Medium-Low Risk                                                                                 26                       29
Medium Risk                                                                                     27                       28
Medium-high Risk                                                                                 2                        2
High Risk                                                                                        1                        1

Total                                                                                        100                        100


The percentage of qualified exposure internally by the entity is 83%, with the breakdown of the exhibition
qualified according to the information available for the various internal levels which are then exposed.

In percentage

Risk distribution                                                                     Assigned risk rating / scoring
    skill level                                                                                                        2010

                  AAA / AA                                                                                               13
                     A                                                                                                   13
                    BBB                                                                                                  32
                     BB                                                                                                  33
                     B                                                                                                    8
                    Other                                                                                                 1

Total                                                                                                                   100


Market risk
This risk arises in the event that the fair value or future cash flows of a financial instrument will fluctuate due to
changes in market risk factors. One can distinguish between various types of risk factors, namely: interest
rates, exchange rates and equity prices.

In terms of major activities that motivate this risk group, it is managed in a differentiated way:

      The generated through a typical business with customers and corporate activity, called structural risk,
       according to the nature of the risk may be broken down into interest rate risk, exchange rate and liquidity.
       In specific sections below is each of them.

      The generated through the activity of proprietary trading or market making to participate in group entities
       with currency instruments, equities and fixed income in cash or through derivatives, mainly from treasury
       operations capital markets and specifically referred to in this paragraph. 

The market risk measurement methodology is performed using the VaR (value at risk), which allows the
homogenization of the risks of different types of transactions on financial markets. The VaR provides an
estimate of the maximum potential loss that could have a position because of an adverse movement but
normal risk factors. This estimate is expressed in monetary terms and is referred to a specific date at a certain
level of trust and time horizon specified.

The market risk monitoring is a daily, reporting to the supervisory bodies on existing levels of risk and
compliance with the limits established by the Board of Directors for each management unit (based on nominal
limits, VaR and sensitivity according to cases). This allows us to see variations in the levels of risk and
acknowledge the contribution of market risk factors.



                                                        122
Risk control is complemented by specific simulation exercises and scenarios of extreme market conditions
(stress testing). The reliability of the VaR methodology used is checked using backtesting techniques, with
which it is verified that the VaR estimates are consistent with the confidence level considered. Therefore, the
use of this methodology is not able to prevent incurring losses exceeding the limits, as they may occur
significant changes in market conditions that exceed the levels established confidence.

The levels of risk involved in terms of 1-day VaR with 99% confidence were as follows:

In € million:

                                                              2010                                  2009
                                                     Middle   Maximum     Minimum          Middle   Maximum     Minimum

Interest Rate                                         2,89        7,32        0,35          0,13        0,75        0,00

Exchange rate operative position                      0,08        0,84        0,01          0,02        0,06        0,00

Variable income                                       1,06        1,96        0,55          1,06        1,67        0,61

Aggregate VaR                                         4,03       10,12        0,91          1,21        2,48        0,61

Exchange rate permanent position                      3,29        5,52        2,05          2,22        4,11        1,25


Interest rate risk

This risk arises from changes in market interest rates that affect different assets and liabilities in the balance.
The group is exposed to this risk against unexpected movements in interest rates, which may ultimately lead to
unexpected changes in net interest income and economic value if the positions of assets, liabilities or off
balance sheet presented, as usual activity bank lags for periods of repricing or maturity different.

Managing this risk is carried out through a comprehensive approach to financial exposure in the field of group
and within the Asset Liability Committee. In this sense, active management of balance through actions intended
to optimize the level of risk in relation to expected results microcoberturas concrete proposals and macro-
hedging. The group maintains the accounting and management of two distinct macro-hedging interest rate risk
of portfolios of financial instruments:

               Macro-hedging of interest rate risk on cash flows: the objective of macro-hedging cash flows is to
                reduce the volatility of net interest income to changes in interest rates for a one-year time horizon.
                Thus, this covers macro-hedging future cash flows based on the net exposure of a portfolio comprising
                assets and liabilities highly likely with a similar exposure to interest rate risk. Currently, the hedging
                instruments used for this purpose are swap interest rate. 




                                                              123
                   Macro-hedging of interest rate risk of fair value: the goal of management in which hedge accounting is
                    part of this is to maintain the economic value of the hedged consisting of assets and liabilities to fixed
                    rate, or associated with embedded options balance sheet products (caps and floors) and derivatives
                    distributed to customers through the Board of Treasury. Currently, the hedging instruments used for
                    this purpose are swap interest rate. 

The result of hedging transactions carried out periodically and continues to perform the appropriate tests to
assess their effectiveness.

To measure this risk, use different methodologies to allow for a greater flexibility in the analysis. One is the
analysis of the sensitivity of net interest income on the horizon of one year to changes in rates by an array of
maturities or revisions, grouping the book value of assets and liabilities according to the review dates interest
rates or maturity, whichever of them is closer in time. For this analysis it has been understood by maturity time
lag between the date of December 31, 2010 and the expiration date of each payment. Additionally, in the case
of deposit accounts, expected maturities are considered superior to those recruited in accordance with the
entity's experience in this regard. This analysis allows us to estimate the theoretical effect of the variation in
interest rates on net interest income under the assumption that all types vary in the same extent and in a
sustained manner.

Next, we present this analysis to December 31, 2010 and 2009.
In thousands of euro
                                       Up to         1 to          3 to    Between 1     Between 2     Between 3     Between 4            Over            No
31.12.2010                            1 mes      3 Months     12 Months   and 2 years   and 3 years   and 4 years   and 5 years        5 years      sensitive         Total

Lending investment              12.623.269     22.782.124   34.262.043    1.306.913       762.390       391.438       351.432        578.291             0      73.057.900
Money market                       998.048         87.831    1.012.688      335.184             0             0             0              0        17.246       2.450.997
Capital Markets                  4.319.065        379.859      884.357    1.170.329       915.493       543.304       510.528      5.219.441         9.573      13.951.948
Other assets                       722.000         55.540       41.435        5.026       240.917        24.795        21.304         36.156     6.491.191       7.638.364

Total assets                     18.662.382    23.305.355   36.200.522    2.817.451     1.918.800       959.536       883.264      5.833.888     6.518.010      97.099.209


Customer funds                  11.819.016      8.057.447   14.158.052    5.219.395     2.929.359     2.135.252       783.720      5.043.686           589      50.146.515
Money market                     9.746.277      1.532.239      678.986       32.173            66             9         3.758            313             0      11.993.820
Capital Markets                  3.934.125      6.576.819    2.624.855    3.344.231     2.040.246     1.536.776     1.637.869      5.035.783       164.367      26.895.070
Other liabilities                        0              0            0            0             0             0             0              0     8.063.804       8.063.804

Total liabilities                25.499.418    16.166.504   17.461.893    8.595.798     4.969.671     3.672.036     2.425.346     10.079.782     8.228.759      97.099.209


Hedging derivatives              8.123.339      6.269.607   (1.345.006)   (4.181.098)    (148.805)    (1.653.777)   (1.084.012)    (5.980.249)            0              0


Interest Rate Gap                1.286.303     13.408.458   17.393.623    (9.959.445)   (3.199.676)   (4.366.277)   (2.626.094)   (10.226.143)   (1.710.749)             0


In thousands of euro
                                                     1 to          3 to    Between 1     Between 2     Between 3     Between 4            Over            No
31.12.2009                     Up to 1 month     3 Months     12 Months   and 2 years   and 3 years   and 4 years   and 5 years        5 years      sensitive         Total

Lending investment              11.937.294     21.479.190   30.187.242      852.413       402.015       214.339       144.250        551.537         9.572      65.777.852
Money market                     1.005.460        219.622      884.906            0             0             0             0        200.000         9.454       2.319.442
Capital Markets                  1.249.793        600.572      714.445      398.012       601.258       542.343     1.055.906      2.082.626          (274)      7.244.681
Other assets                       155.232              0            0            0             0             0             0              0     7.325.679       7.480.911

Total assets                    14.347.779     22.299.384   31.786.593    1.250.425     1.003.273       756.682     1.200.156      2.834.163     7.344.431      82.822.886


Customer funds                  11.750.113      8.148.689    9.320.435    3.006.695       503.320       479.922       940.477      4.981.071             0      39.130.722
Money market                     4.320.503      2.205.493    1.377.828            0         3.490             0             0        203.490             0       8.110.804
Capital Markets                  5.627.462      6.872.504    3.542.375    1.963.187     1.558.547     1.571.863       559.632      5.577.930             0      27.273.500
Other liabilities                   51.500              0            0            0             0             0             0              0     8.256.360       8.307.860

Total liabilities               21.749.578     17.226.686   14.240.638    4.969.882     2.065.357     2.051.785     1.500.109     10.762.491     8.256.360      82.822.886


Hedging derivatives              8.123.339      6.269.608   (1.345.006)   (4.181.098)    (148.805)    (1.653.777)   (1.084.012)    (5.980.249)            0              0


Interest Rate Gap                  721.540     11.342.306   16.200.949    (7.900.555)   (1.210.889)   (2.948.880)   (1.383.965)   (13.908.577)    (911.929)              0



The term structure observed is typical of a bank whose business is the dominant, that is, negative gaps or lags
in the very short term, medium-term positive, driven by lending items, and negative terms long and non-
sensitive. Also in this matrix can be seen in a differentiated way the effect of hedging derivatives to reset the
time profile of exposure to interest rate risk.




                                                                                 124
In a complementary manner, also performed simulations of the effect of different movements in rates for
different maturities, such as changes scenarios slope of the curve. Simulation techniques are assigned
probabilities to each scenario to learn, more adjusted, the effect of any movements of interest rates. Another
technique used is the analysis of the net asset value sensitivity to changes in interest rates by the duration gap
to capture the effect of such variations on a time horizon greater.

The sensitivity of net interest income and net asset value, in relative terms the latter, to a change of 100 basis
points (1%) in interest rates of the euro currency is EUR 18.42 million and a 4, 49%, respectively (3.05% in
2009). The main assumptions made for this estimate is considered a medium-term estimate of demand
accounts for about two years old when they are contractually available balances at the customer. This
assumption reflects the observation that, normally, be expected to be a stable balances. Other assumptions
used are estimates do not account for periods beyond the limits stipulated by contract, that is, situations of
payments or claims that may be anticipated. Finally, we have also considered the hypothesis that variation in
rates of 100 basis points is immediate and sustained throughout the projection horizon. This variation in itself
is also hypothetical to the extent that time no indication that anyone should expect. Has been used only for
illustrative purposes of sensitivity.

Exchange risk
This risk arises from changes in exchange rates between currencies. The structural position in foreign currency
has remained stable throughout 2010 and corresponds to the equity investments in offices and affiliates
abroad.

The currency position is insignificant and is usually motivated by facilitating transactions with customers.

The Management Board sets limits in terms of total daily to intraday positions (position formed by all operations
until a given time over a day) and overnight positions (position at end of day). These limits are followed and
controlled its suitability daily.

Liquidity risk
Is the risk that an entity will encounter some difficulty meeting obligations associated with financial liabilities to
be settled by delivering cash or another financial asset.

The group is exposed to daily requirements of its liquid resources available for its own contractual obligations
for trading financial instruments such as maturity of deposits, loan provisions, settlement of derivative
instruments, etc. Experience shows, however, that a minimum amount ends up being required, besides being
predictable with a high level of confidence.

The Management Board sets limits regarding the minimum level of liquid funds to maintain or the structural
debt situation. Therefore, it is tracked and daily monitoring of the evolution of liquid assets and maintaining a
diversified portfolio of them. Also conducted annual projections to anticipate future needs.

                                                         125
In parallel, an analysis of the differences between inflows and outflows of funds in a short-, medium and long
term through an array of maturity by reference to the period remaining between the date referred to the
financial statements and contractual date of maturity of assets and liabilities.

For the preparation of this array is part of the consideration of the contractual maturities (in the case of assets
and liabilities involve payment by installments, it is understood by maturity time lag between the date of 31
December 2010 the due date of each payment).

At December 31, 2010 and 2009, this matrix presents the following profile:

In thousands of euro
                                                                                                                             Without
                                           Up to         1 to          3 to           1 to          Over                     Maturity
31.12.2010             On demand          1 mes      3 Months     12 Months        5 years       5 years       Subtotal      Defined          Total

Lending investment              0     4.331.261           6.397.888 13.706.912 21.989.118 26.632.721 73.057.900                    0    73.057.900
Money market                    0       998.048        87.831    1.007.688     340.184            0   2.433.751               17.246     2.450.997
Capital Markets                 0     4.996.353       166.851      913.751   2.752.661    5.112.760 13.942.375                 9.573    13.951.948
Other assets                    0       996.921        32.256       18.289      93.893       37.647   1.179.005            6.459.359     7.638.364

Total assets                    0    11.322.583           6.684.826 15.646.639 25.175.856 31.783.127 90.613.031           6.486.178     97.099.209

Customer funds          7.242.570     8.112.682     4.829.960    15.173.650    13.248.730     1.538.923    50.146.515              0    50.146.515
Money market                    0     9.746.278     1.532.239       678.986        36.005           312    11.993.820              0    11.993.820
Capital Markets                 0     1.246.504     1.420.616     3.586.606    11.915.488     8.561.489    26.730.704        164.367    26.895.070
Other liabilities               0         1.339             0             0             0             0         1.339      8.062.465     8.063.804

Total liabilities      7.242.570     19.106.804           7.782.815 19.439.242 25.200.223 10.100.724 88.872.378           8.226.831     97.099.209

Liquidity gap          (7.242.570)   (7.784.221)   (1.097.990)   (3.792.603)      (24.368)   21.682.404     1.740.653     (1.740.653)            0

In thousands of euro
                                                                                                                             Without
                                           Up to         1 to          3 to           1 to          Over                     Maturity
31.12.2009             On demand          1 mes      3 Months     12 Months        5 years       5 years       Subtotal      Defined          Total

Lending investment              0     4.539.773           6.244.655 12.835.710 16.849.939 25.298.203 65.768.280                9.572    65.777.852
Money market                    0     1.013.333       219.622     884.906            0      200.000   2.317.861                1.582     2.319.442
Capital Markets                 0     1.219.936       520.331     706.745    2.633.078    2.164.865   7.244.955                 (274)    7.244.681
Other assets                    0       155.231             0            0           0            0     155.231            7.325.679     7.480.911

Total assets                    0     6.928.273           6.984.607 14.427.362 19.483.017 27.663.067 75.486.327           7.336.559     82.822.886

Customer funds          6.815.863     8.206.370     5.741.366    10.219.405     6.641.976     1.505.741    39.130.722              0    39.130.722
Money market                    0     4.320.503     2.205.493     1.377.827         3.490       203.490     8.110.804              0     8.110.804
Capital Markets                 0     2.326.046     1.290.948     4.746.393    11.555.604     7.354.510    27.273.501              0    27.273.501
Other liabilities               0        51.500             0             0             0             0        51.500      8.256.359     8.307.860

Total liabilities      6.815.863     14.904.419    9.237.806     16.343.626    18.201.071     9.063.742    74.566.527     8.256.359     82.822.886


Liquidity gap          (6.815.863)   (7.976.146)   (2.253.199)   (1.916.264)    1.281.946    18.599.325      919.800       (919.800)             0


Traditionally, this analysis sections have very short-term funding needs because of the continuing maturity
reflects the short-term liabilities in the banking activity typically has a turnover greater than assets, but just to
be continually renewed, in fact, covering these needs, even incorporating an outstanding growth.

However, the entity has a policy of having a reserve margin to meet those needs in any case. Among other
measures, this is embodied in the maintenance of a level of liquid assets eligible as collateral by the European
Central Bank sufficient to cover maturing debt issued in the capital markets within 12 months.

There quota rate commitments can also modify the liquidity needs. Basically they are credit facilities granted
limits have not been willing to balance date by the borrowers. The Board also sets limits to respect for their
control.




                                                                    126
Finally, we find consistently that the financing capacity of the group in the capital markets to ensure the short-,
medium and long term. Banco Sabadell group performs actions and maintains active programs for funding
various capital markets with the aim of diversifying the various sources of liquidity. The following summarizes
the most significant:

   Program to issue non-equity securities registered with the CNMV: This program regulates emissions of
    bonds, simple and subordinate bonds and land held under Spanish law through the CNMV and targeting
    both domestic and foreign investors. The limit available for new issues in the program non-equity securities
    issue Banco Sabadell 2010 and the program non-equity securities issue Banco Guipuzcoano 2010 to
    December 31, 2010 was EUR 7.668 million and 1.500 million euros respectively (7.725 million euros and
    1,100 million at December 31, 2009).

   Commercial paper program: This program regulates emissions of notes and is aimed at institutional and
    retail investors. On March 9, 2010 was registered in the CNMV the commercial paper program 2010 of
    Banco Sabadell, with an emission limit of 5,000 million euros and 1 June 2010 was registered in the CNMV
    the commercial paper program 2010 Guipuzcoano Bank, with an emission limit of 1,000 million euros. The
    outstanding amount of notes of the Banco Sabadell to December 31, 2010 was 1,614 million euros (2.771
    million euros at December 31, 2009). Additionally, Banco Sabadell also maintains a Euro Commercial
    Paper Programme (ECP) for a maximum nominal amount of 3,500 million euros, aimed at institutional
    investors under which short-term securities issued in different currencies: euros, U.S. dollars and pounds.
    The outstanding amount of ECP at 31 December 2010 was 367 million euros. 

Furthermore, we have launched other forms of financing:

   Bilateral loans to medium and long term financial institutions and other institutions. 

   Securitisation of assets: since 1998 the group has participated, excluding those incorporated in the scope
    of consolidation resulting from the integration of Banco Guipuzcoano, the incorporation of 22 funds,
    securitization, giving loans, loans to small and medium enterprises receivables arising from leasing
    contracts. Part of the bonds issued by securitization funds have been placed in the capital markets and the
    rest remain in the portfolio of Banco Sabadell. Of the latter, most are pledged as collateral in credit policy
    with Banco Banco Sabadell of Spain to manage short term liquidity. 

In 2008, the government of Spain launched a series of measures to help finance the Spanish economy. Within
this package, Banco Sabadell and Banco Guipuzcoano received state guarantees for financing operations
totaling 5.313 million euros and 688 million respectively. The deadline to use the guarantee expired on
December 31, 2010, but dated December 1, 2010 the Spanish Treasury has decided to extend until June 30,
2011 deadline for implementation of secured bonds, with the endorsement. Banco Sabadell has not used the
guarantees given for any issue, while Banco Guipuzcoano held in November 2009 a bond issue of debentures
with state guarantee amounting to 400 million euros.


                                                       127
Currently the Group's ability to issue Banco Sabadell in operations supported by the state amounts to EUR
5.601 million of contingent liquidity remains.

Risk concentration
The increased risk incurred by Banco Sabadell in the development of their activities is clearly the credit risk. An
active participant in international banking markets, the group maintains a significant merger with other
financial institutions. The management of it involves the establishment of limits set by the Board of Directors
and monitored daily. As stated earlier, we also carry out specific actions to mitigate the risk by signing
compensation agreements with most counterparties with which derivatives contracts.

At December 31, 2010, there were only five accredited (6 credited to December 31, 2009) with a risk given
that individually exceeded 10% of the group's own resources, without four of them (4 to December 31 , 2009)
exceed 15% of them. All of them represented an amount of 4,189,326 thousand (4,897,199 thousand euros
at December 31, 2009).

Capital management
As a general policy, the organization aims, so that capital management is concerned, the adequacy of the
availability of this global level of risk incurred.

This involves establishing a complex system of measurement of each type of risk that is incurred and
methodologies of integration of each of them, all from a comprehensive perspective and considering possible
scenarios of stress and financial planning relevant. Such risk assessment systems are adapted to best
practices.

The entity carries out an annual capital adequacy assessment process, which is limited in the new framework
established by the NACB, and more specifically in the rules of regulatory capital adequacy, which reports to
supervisor.

This process starts with an extensive inventory of previously identified risks and qualitative self-evaluation of
policies, procedures, systems of ownership, measurement and control of each well as appropriate mitigation
techniques.

Subsequently, establishing a comprehensive quantitative assessment of required capital under internal
parameters using the models used by the entity (for example, accredited rating systems such ratings or
scorings in credit risk), and other appropriate internal estimates for each type risk. Then integrates the
evaluations of each and determine a figure under a common measure called economic capital, adjusted to a
level of domestic demand related to the level of solvency is to assume. Additionally, taking into account the
business and financial plans of the organization and exercise stress test in order to end to check whether the
evolution of business and extreme scenarios, though possible, may jeopardize their solvency to compared with
the own resources available

NOTE 37 - INFORMATION ON THE ENVIRONMENT

The group's global operations are governed by laws relating to environmental protection and worker health and
safety. The group considers that substantially complies with these laws and has procedures designed to
promote and ensure compliance.

The group has taken appropriate action in relation to the protection and improvement of environment and
minimizing, if any, of environmental impact and complies with current legislation. During exercise, the group
has continued to carry out plans for waste treatment, recycling of consumables and energy savings. Moreover,
it was not considered necessary to record any provision for risks and environmental costs of character in the
absence of contingencies related to environmental protection and improvement.




                                                       128
NOTE 38 - RELATED PARTY TRANSACTIONS

During fiscal 2010 and 2009, there have been no significant transactions with significant shareholders, are
those made in the ordinary course of society and have taken effect on market conditions.

There are no transactions with directors and executives of the company that may be considered relevant, with
the exception of the one described below. The made are those of the normal business of the company or enjoy
market conditions or applied to employees.

On June 22, 2010, Banco Sabadell has signed the sale of the building located on Paseo de Gracia 36,
Barcelona Mango Group, whose president and principal shareholder, Mr. Isak Andic Ermay, is a director and
shareholder of the bank. The amount of the transaction exceeds 50 million and involved a gross gain of 30
million euros.

No transactions outside constant market price with persons or entities related to directors or senior
management.

The details of the most significant balances with related parties, as well as the effect on the income statements
of transactions with them, is as follows:

In thousands of euro

                                                                                       2010                 2009

Assets:
Customer Credit                                                                      726.341             750.744

Liabilities:
Deposits from customers                                                            3.766.888            3.195.315

Memorandum accounts:
Contingent risks                                                                     473.254              89.014
Contingent commitments                                                               223.369              71.070

Profit and loss account:
Interest and similar income                                                           21.145              10.915
Interest expense and similar charges                                                 (70.638)            (52.750)
Return on equity instruments                                                               0                   0
Net fees and commissions                                                              40.346              35.897
Other operating income                                                                 2.077               1.548




NOTE 39 - LIST OF AGENTS

As set out in Article 22 of Royal Decree 1245/1995 of 14 July the Ministry of Economy and Finance, the group
has remained in force agency contracts with agents that have been granted powers to act normally in front of
the customers, in behalf of the client entity, in negotiating and formalizing business transactions typical of a
credit institution.

                                                      129
NOTE 40 - CUSTOMER SERVICE

Information on Customer Service required as set out in the Order of the Ministry of Economy 734/2004 is
included in the management report that follows the financial statements.


NOTE 41 - REMUNERATION AND BALANCES WITH MEMBERS OF THE BOARD OF DIRECTORS
AND SENIOR MANAGEMENT

The remuneration received by Directors and contributions to cover pension obligations thereof by the
performance of his duties as such to December 31, 2010 and 2009 were as follows:
In thousands of euro
                                                                                                     Commitments
                                                                 Remuneration                              pension                               Total
                                                               2010             2009                  2010             2009                 2010             2009

José Oliu Creus *                                              252,0            252,0                   37,8           37,8                 289,8           289,8
Isak Andic Ermay (1)                                           126,0            126,0                        -              -               126,0           126,0
José Manuel Lara Bosch (2)                                     126,0            126,0                        -              -               126,0           126,0
José Javier Echenique Landiribar (3)                                  -               -                      -              -                      -               -
Jaime Guardiola Romojaro *                                     108,0            108,0                        -              -               108,0           108,0
Bosser Miguel Rovira                                           114,0            126,0                   18,9           18,9                 132,9           144,9
Francesc Casas Forests                                         132,0            144,0                   18,9           18,9                 150,9           162,9
Héctor Moreno María Colonques                                  144,0            144,0                   18,9           18,9                 162,9           162,9
Sun Daurella Comadrán (4)                                      126,0             90,0                        -              -               126,0             90,0
Joaquin Folch-Rusiñol Corachán                                 126,0            126,0                   18,9           18,9                 144,9           144,9
M. Teresa Garcia-Milà Lloveras                                 156,0            144,0                        -              -               156,0           144,0
Llonch Joan Andreu (5)                                         162,0            162,0                   18,9           18,9                 180,9           180,9
José Ramón Martínez Sufrategui (6)                                    -               -                      -              -                      -               -
José Permanyer Cunillera                                       144,0            144,0                   18,9           18,9                 162,9           162,9
Carlos Jorge Ramalho dos Santos Ferreira                       108,0            108,0                        -              -               108,0           108,0

Total                                                        1.824,0         1.800,0                  151,2           151,2               1.975,2         1.951,2
* They exercise executive functions.
(1) As of November 25, 2010 the Board of Directors approved his appointment as senior vice president.
(2) As of November 25, 2010 the Board of Directors approved his appointment as Second Deputy.
(3) The Extraordinary General Meeting held on 18 September 2010 agreed to his appointment to the Board of Directors with consideration of independent directors.
As of November 25, 2010 the Board of Directors approved his appointment as Third Vice President.
(4) The Annual General Meeting of Shareholders held on March 19, 2009 agreed to the appointment of Sol Daurella Comadrán as a mem ber of the Board of
Directors with consideration of Independent Counsel.
(5) At the meeting of the Management Board dated 25 November 2010, Mr. Llonch resigned as Vice President.
(6) The Extraordinary General Meeting held on 18 September 2010 agreed to his appointment to the Board of Directors with consideration of independent director.


The wages and other compensation payable to directors with executive functions vested during fiscal 2010
amounted to 3,844 and 435 thousand, respectively (3933 and 477 thousand euros respectively in 2009).
Additionally, life insurance premiums to cover contingencies for pension rights accrued in the year 2010
amounted to 2,198 thousand euros (8,893 thousand euros in 2009).

The risks conferred by the bank and the consolidated companies to all the directors of the parent company
amounted to 11,037 thousand euros at 31 December 2010, of which 8,417 thousand relate to loans and
2,620 thousand euros to guarantees and documentary credits (16,594 thousand euros in 2009, of which
14,197 thousand euros in loans and receivables and EUR 2,397 thousand guarantees and documentary
credits) at an average interest rate of 2.71% (3.12% in 2009). As for the outstanding liabilities amounted to
3,190 thousand euros in 2010 (4,788 thousand euros in 2009).


                                                                               130
Wage remuneration of senior management (not including those who in turn are executive directors, who have
been detailed above) earned during fiscal 2010 amounted to 8,323 thousand euros (6,321 thousand euros in
the year 2009). Premiums for the charges for pension obligations for this group during fiscal 2010 amounted to
2,632 thousand euros (EUR 3.827miles in 2009).

The risks conferred by the bank and the consolidated companies to senior management (not including that in
turn are executive directors, details above) amount to 15,986 thousand euros at December 31, 2010, of which
12,995 thousand euros under investment lending and 2,991 thousand euros to guarantees and documentary
credits. As for the outstanding liabilities, these amount to 9,037 thousand euros.

Also, stock appreciation rights granted to the members of the senior management including executive directors
of the new Plan 2010 have led some staff costs during the current financial year amounted to 2,323 thousand
euros (5,131 thousand euros in 2009) (see Note 33f).

Existing agreements between the company and its directors and management that provide for compensation to
the termination of their functions are detailed in the annual report of the group that follows the financial
statements.




                                                    131
Then specify the Members of senior management at December 31, 2010 identifying their executive positions in
the bank:


José Oliu Creus                                                     Chairman
Jaime Guardiola Romojaro                                            CEO
José Luis Rodríguez Black                                           Deputy Secretary - General Auditor
Cirus Andreu Cabot                                                  Director of Investment Product and Analysis
Iñaki Azaola Onaindía (*)                                           Deputy General
Luis Buil Vall                                                      Barcelona Regional Director
Ignacio Camí Casellas                                               Deputy General
Canali Joseph Puig                                                  Catalonia Regional Director
María José García Beato                                             General secretary - Legal Director
José Rafael García Nauffal                                          RISK MANAGER
Salvador Grane Terradas                                             Real Estate Management Director
Sierra Gruma Joan Mateu                                             Director of Corporate Operations
Junceda Pablo Moreno (*)                                            Herrero Bank regional director
Krauel Juan Alonso (*)                                              Southern regional director and the Canary Islands
Jaime Matas Vallverdú                                               Director Territorial Levante and the Balearic Islands
Blanca Montero Corominas                                            Regional Director, Madrid, Castile and Galicia
Miquel Güell Montes                                                 Director of Operations and Corporate Development
Fernando Pérez-Hickman Muñoz                                        Director of Business in America
Jaume Puig Balsells                                                 Director of Commercial Banking
Ramon de la Riva Queen                                              Director of Markets and Private Banking
Enric Rovira Masachs                                                Director of Corporate Banking and Global Business
Ramon Rovira Pol (*)                                                Director of Institutional Relations and Communication
Pedro Sanchez Sologaistúa (*)                                       Northern regional director
Thomas Varela Muiña                                                 Finance Director
Javier Vela Hernández                                               Director of Human Resources
Carlos Ventura Santamans                                            Director of Corporate Banking

(*) Are incorporated as members of senior management of the group during the financial year 2010




                                                                        132
NOTE 42 - DUTY OF LOYALTY OF TRUSTEES

In accordance with the provisions of Article 229 of the text of the Capital Company Act, approved by Royal
Legislative Decree 1 / 2010 of July 2, and in order to enhance transparency of public companies have been
directors communicated to the company:

a.    That no conflicts of interest, direct or indirect, in the interest of society.

b.    That neither they nor persons related to those referred to in Article 231 of the text of the Capital Company
      Act, have no shareholdings in companies with similar or complementary type of activity that constitutes the
      object of society, except those detailed below:

Director                                    Company                                                                                Participation (%)

Héctor Moreno María Colonques               Banco de Valencia, S.A.                                                                       0,00267
José Javier Echenique Landiribar            Banco Santander Central Hispano, SA                                                           0,00001
José Javier Echenique Landiribar            Consulnor, SA                                                                                  1,7013
Joaquin Folch-Rusiñol Corachán (*)          Banco Santander Central Hispano, SA                                                              0,094
Maria Teresa Garcia-Milà Lloveras           Banco Santander Central Hispano, SA                                                        0,0000064
Jaime Guardiola Romojaro                    Banco Bilbao Vizcaya Argentaria, SA                                                           0,00118
Jaime Guardiola Romojaro                    Banco Santander Central Hispano, SA                                                           0,00014
José Oliu Creus                             Banco Comercial Português, SA                                                                 0,00028
José Permanyer Cunillera                    Banco Santander Central Hispano, SA                                                           0,00033
José Permanyer Cunillera                    Banco Bilbao Vizcaya Argentaria, SA                                                           0,00021

(*) Includes a 0.068% indirect interest


d.    Additionally, administrators have confirmed that neither they nor their related parties hold positions or
      functions, or perform activities on their own companies or others in similar or complementary activity that
      constitutes the social order of society, with the following Exceptions:

Director                                   Company                                          Position

José Oliu Creus                            Banco Comercial Português, SA                    Conselho Geral e Vocal Supervisão
José Oliu Creus                            BanSabadell Holding, SL, Sole Shareholder        Chairman
Llonch Joan Andreu                         BancSabadell d'Andorra, SA                       Director
Llonch Joan Andreu                         BanSabadell Holding, SL, Sole Shareholder        Director
Llonch Joan Andreu                         Vallés Company Portfolio, SICAV, SA              Deputy Chairman
Llonch Joan Andreu                         BANCO GUIPUZCOANO, S.A.                          Vice President (from 11/25/2010)
Jaime Guardiola Romojaro                   Ibersecurities, Sociedad de Valores, SA, Sole    President (until 14/06/2010, merged)
Jaime Guardiola Romojaro                   BANCO GUIPUZCOANO, S.A.                          Director (since 11/25/2010)
Bosser Miguel Rovira                       BanSabadell Holding, SL, Sole Shareholder        Director
Carlos Jorge Ramalho dos Santos Ferreira   Banco Comercial Português, SA                    Chairman
Carlos Jorge Ramalho dos Santos Ferreira   Bank Millennium SA (Poland)                      Vocal do Supervisory Board
Carlos Jorge Ramalho dos Santos Ferreira   Bank Millennium Angola, SA                       Chairman
José Permanyer Cunillera                   BancSabadell d'Andorra, SA                       Director
José Permanyer Cunillera                   Aurica XXI, SCR, SA                              Chairman
José Permanyer Cunillera                   Inversió BanSabadell Desenvolupament, SA, Sole   Chairman
José Permanyer Cunillera                   Sinia Renovables, SCR Simplified system          Chairman
Sun Daurella Comadrán                      BANCO GUIPUZCOANO, S.A.                          Counsellor (since 11/25/2010)
José Javier Echenique Landiribar           BANCO GUIPUZCOANO, S.A.                          Chairman




                                                                                     133
NOTE 43 - SUBSEQUENT EVENTS

Since December 31, 2010 there has been no noteworthy development.




                                                   134
                                                              Annex I: Banco Sabadell Group companies at December 31, 2010

                                                                                                                                                                          Percentage
                                                                                                                                                                              of
                                                                                                                                                                           holdings
Business Name                                                                Activity                                              Home                                   Direct     Indirect
Fully consolidated
Alfonso XII, 16 Investments, SL (a)                                          Property                                              Barcelona                                 -       100,00
Segur Assegurances Vida, SA                                                  Insurance                                             Andorra la Vella                          -        50,97
Aurica XXI, SCR, SA                                                          Venture capital                                       Barcelona                            100,00            -
Axel Group, SL                                                               Financial Advice                                      M adrid                              100,00            -
Ballerton Corporation Serviços, SA                                           FVC and portfolio                                     M adeira                                  -       100,00
Banco Atlantico Bahamas Bank & Trust, Ltd.                                   BANKING                                               Nassau, Baham as                      99,99         0,01
Banco Atlantico M Onac SAM.                                                  BANKING                                               M Onac                               100,00            -
Banco de Sabadell, SA                                                        BANKING                                               Sabadell                                  -            -
Guipuzcoano Bank SA (a)                                                      BANKING                                               Guipúzcoa                            100,00            -
Banco Urquijo Sabadell Banca Privada, SA                                     BANKING                                               M adrid                              100,00            -
BancSabadell d'Andorra, SA                                                   BANKING                                               Andorra la Vella                      50,97            -
BanSabadell Insurance Brokerage, Inc.                                        Insurance brokerage                                   Sabadell                             100,00            -
Bansabadell Invoice, SL                                                      Electronic Billing Services                           Sant Cugat del Vallès                100,00            -
BanSabadell Finance, EFC, SA                                                 Financial                                             Sabadell                             100,00            -
Bansabadell Fincom, EFC, SA                                                  Financial                                             Sant Cugat del Vallès                100,00            -
BanSabadell Holding, SL                                                      HOLDING COMPANY                                       Sabadell                             100,00            -
BanSabadell Information System SA                                            Services penthouses inform                            Fruitós de Bages Sant                 81,00            -
Inversió BanSabadell Desenvolupam ent, SA                                    HOLDING COMPANY                                       Barcelona                            100,00            -
BanSabadell Investment, SA, SGIIC                                            Investment fund management                            Sant Cugat del Vallès                100,00            -
Professional BanSabadell, SA                                                 Services                                              Barcelona                            100,00            -
BanSabadell Renting, SL                                                      Renting                                               Sant Cugat del Vallès                100,00            -
BanSabadell Securities Services, SL                                          Services                                              Sabadell                             100,00            -
Bitarte SA (a)                                                               Holding of shares                                     Guipúzcoa                                 -       100,00
BlueSky Property Development, SL (a)                                         Property                                              M urcia                                   -       100,00
Com pany Dom inicana Caribbean Cogeneration, SA                              Electrical                                            Santo Domingo (Dominican Republic)        -       100,00
Com pany Caribbean Cogeneration, SL                                          Electrical                                            Barcelona                                 -        99,99
Easo Bolsa, SA (a)                                                           Holding of shares                                     Guipúzcoa                                 -       100,00
Ederra, SA (a)                                                               Property                                              Guipúzcoa                                 -        97,85
Invest Europe SA                                                             Investment fund manager                               Luxem burg                            22,00        78,00
Pall M all European Ltd.                                                     Property                                              LONDRES                              100,00            -
SINIA Energy Holdings XXI, SL                                                HOLDING COMPANY                                       M adrid                                   -       100,00
Management Gazteluberri SL (a)                                               Property                                              M adrid                                   -       100,00
Gazteluberri SL (a)                                                          Property                                              Guipúzcoa                                 -       100,00
Castalia Grao SL (a)                                                         Property                                              Valencia                                  -       100,00
Capital Guipuzcoano, SAU (a)                                                 Issue of Preference Shares                            Guipúzcoa                                 -       100,00
M ediador Guipuzcoano Insurance
   Society Insurance Agency, Ltd. (a)                                        M ediador Insurance                                   Guipúzcoa                                 -       100,00
Prom otion Guipuzcoano Empresarial, SL (a)                                   Holding of shares                                     Guipúzcoa                                 -       100,00
Guipuzcoano Valores, SA (a)                                                  Property                                              Guipúzcoa                                 -       100,00
Guipuzcoano Insurance Brokerage
   Guipuzcoano Bank Group, SA (a)                                            Insurance                                             Guipúzcoa                                 -        60,00
Guipuzcoano Management Company
   Pension Fund, SA (a)                                                      Pension Fund Management                               Guipúzcoa                                 -       100,00
Guipuzcoano SGIIC, SA (a)                                                    CIS Manager                                           Guipúzcoa                                 -       100,00
Haygon The azara Alm, SL (a)                                                 Property                                              Alicante                                  -        75,00
Smith International, SARL                                                    HOLDING COMPANY                                       Luxem burg                                -       100,00
Hobalear, SA                                                                 Property                                              Sabadell                                  -       100,00
Hondarriberri, SPE, SL (a)                                                   Prom otion Business                                   Guipúzcoa                                 -       100,00
Interstate Property Holdings, LLC                                            Instrumental Society                                  M iam i                              100,00            -
Mariñamendi SL (a)                                                           Property                                              M adrid                                   -       100,00
Promotions and Developments creazione Levante SL (a)                         Property                                              Valencia                                  -       100,00
Promotions & Financing Herrero, SA                                           HOLDING COMPANY                                       Oviedo                               100,00            -
Residential Kataoria SL (a)                                                  Property                                              Valencia                                  -       100,00
Sabadell Asia Trade Services, Ltd.                                           Services                                              Hong Kong                            100,00            -
Sabadell Brazil Trade Services - Ass.Cial Ltd.                               Representative Office                                 Brazil                                99,99         0,01
Sabadell BS Select Fund of Hedge Funds, SICAV SA                             HOLDING COMPANY                                       Luxem burg                            52,50            -
Sabadell Corporate Finance, SL                                               Financial Advice                                      M adrid                               30,00        70,00
Sabadell d'Andorra Inversions Societat Management, SA                        Investment fund management                            Andorra la Vella                          -        50,97
Sabadell International Equity, Ltd. (b)                                      Financial                                             George Town                               -            -
Sabadell Securities USA, Inc.                                                Services                                              M iam i                              100,00            -
Sabadell United Bank, N. A.                                                  BANKING                                               M iam i                              100,00            -
Santex Plus, SL                                                              Property                                              Barcelona                                 -       100,00
Serveis d'Assessoram ent BSA, SAU (c)                                        Services                                              Andorra la Vella                          -        50,97
Investment Management Services, SA                                           HOLDING COMPANY                                       M adrid                              100,00            -
Meeting Services, Inc.                                                       Services                                              Sabadell                             100,00            -
Sinia Renovables, RS SCR, SA                                                 Venture capital                                       Barcelona                            100,00            -
Solvi Development, SL                                                        Property                                              Sant Cugat del Vallès                100,00            -
Solvi Estate, SL                                                             Property                                              Sant Cugat del Vallès                100,00            -
Imm Solvi obiliària Gestió, SL                                               Lease of goods                                        M adrid                              100,00            -
Solvi Hotels, SL                                                             Property                                              Sant Cugat del Vallès                100,00            -
Solvi Housing, SL                                                            Property                                              M adrid                              100,00            -
Solvi Properties, SL                                                         Property                                              Sant Cugat del Vallès                100,00            -
Caleta Son Blanc SL (a)                                                      Property                                              Valencia                                  -       100,00
Land Vega Alta del Segura SL (a)                                             Property                                              Alicante                                  -       100,00
Urdin Oria, SA (a)                                                           No activity                                           Guipúzcoa                                 -       100,00
Urquijo Gestión, SGIIC, SA                                                   Investment fund management                            M adrid                                   -       100,00
Urumea Management, SL (a)                                                    Holding of shares                                     Guipúzcoa                                 -       100,00
Zurriola Inversiones, SA (a)                                                 Holding of shares                                     Guipúzcoa                                 -       100,00
Total

(A) Companies included in the scope etro from the acquisition of Banco Guipuzcoano, SA
(b) This company is owned 100% of voting rights.
(c) Cam bio of denom ination of Sabadell d'Andorra Serveis Borsa d'Assessorament SAU to BSA, SAU in July 2010 and also well, change of activity.



                                                                                                        135
                                                                         Annex I: Banco Sabadell Group companies at December 31, 2010
Thousands of euro
                                                                                                                                                  Contribution
                                                                                                                                                   to reserves  Contribution
                                                                               Information society (1)                              Investment       or losses    the result
                                                                                                         Dividends        Assets           net     companies CONSOLIDATED          Taxation
Business Name                                  Share capital     Reserves            Result (2)            paid (3)         total        group   Consolidated         group    Consolidated
Fully consolidated
Alfonso XII 16 Investments Ltd.                    11.400         (2.595)            (14.715)                  0          29.486           0                 0      (3.794)             No
Segur Assegurances Vida, SA                            602           166                  444                400         178.362         602                85         226              No
Aurica XXI, SCR, SA                                14.200         17.591                3.898                  0         129.978      17.492          15.044         3.898               If
Axel Group, SL                                          26           983                    14                 0           1.041       9.079              945           14             Yes
Ballerton Corporation Serviços, SA                      50        24.367                   (17)                0          27.510       3.140               (73)        (17)             No
Banco Atlantico Bahamas Bank & Trust, Ltd. (a)       1.497           884                    27                 0           3.056       2.439              877           27              No
Atlantic Bank Monaco SAM                           11.250         12.613                  126                  0          25.893      19.498            3.957          126              No
Banco de Sabadell, SA                             157.954      4.442.110            380.620              113.727      86.558.894           0      4.816.625        380.620             Yes
BANCO GUIPUZCOANO, S.A.                            37.378        579.116                1.931                  0       9.916.704     613.479                 0       1.249              No
Banco Urquijo Sabadell Banca Privada, SA           73.148        138.052                9.627                  0       1.609.026     143.030          71.116         9.627             Yes
BancSabadell d'Andorra, SA                         30.069         14.550                5.571                765         639.766      15.326            6.411        3.809              No
BanSabadell Consulting, SL                                3            0                     0                 0               3           3                 0           0             Yes
BanSabadell Insurance Brokerage, Inc.                   60            18                  613                832           1.650         588             (612)         613             Yes
Bansabadell Invoice, SL                                100        (2.381)                (774)                 0             785         299           (2.598)        (774)            Yes
BanSabadell Finance, EFC, SA                       24.040         26.993                1.537              7.415         682.213      24.040          26.993         1.537             Yes
BanSabadell Fincom EFC, SA                         35.720         97.415               (5.095)                 0         510.439      72.232         (32.864)       (5.095)             No
BanSabadell Holding, SL                           330.340      (265.781)             (38.152)                  0         294.293     239.544       (206.593)       (38.152)            Yes
BanSabadell Information System, SA                     240         5.444                1.599                  0         102.000       3.687            1.643        1.599             YES
Inversió BanSabadell Desenvolupament, SA           15.025         11.794                5.493                  0          82.818      19.368          12.332         5.493             Yes
BanSabadell Investment, SA, SGIIC                      601        71.651              11.027                   0         126.513         607          71.641        11.027             Yes
Professional BanSabadell, SA                            60           217                    58                 0             859       1.130              138           58              No
BanSabadell Renting, SL                              2.000         3.576                1.858                  0         184.067       3.861            1.995        1.858             Yes
BanSabadell Securities Services, SL                  2.500         4.098                2.275                  0           9.205       2.500            4.098        2.275             Yes
Bitarte, SA                                          6.506         6.530                  161                  0          14.283      10.735                 0          17              No
Blue Sky Property Development, SL                    2.500          (774)              (2.712)                 0          13.337           0                 0        (702)             No
Caribbean Cogeneration Company
   Dominicana, SA (a)                                   75        (5.187)               (110)                   0           702           63            (329)         (110)             No
Caribbean Cogeneration Company, Ltd.                    49        (1.712)               (275)                   0           268        3.007            (584)         (275)            Yes
Easo Bolsa, SA                                     15.150         25.009              (1.804)                   0        38.406       38.367               0          (526)             No
Ederra, SA                                           1.976        34.738                 129                  569        36.928       19.485               0           (11)             No
Invest Europe SA                                       125            58                  (13)                  0           231          336            (161)          (13)             No
Europea Pall Mall Ltd.                             17.980         (4.469)               (211)                   0        13.528       20.843          (1.146)         (211)             No
SINIA Energy Holdings XXI, SL                        1.352        10.101               5.854                    0        64.505        4.672         23.481          5.854             Yes
Gazteluberri Management, SL                          1.460        (4.028)             (4.560)                   0        29.370            0               0        (1.901)             No
Gazteluberri, SL                                   44.315        (17.754)            (20.785)                   0        79.075        5.787               0       (12.088)             No
Grao Castalia, SL                                      700          (197)             (1.818)                   0         1.801            0               0          (279)             No
Capital Guipuzcoano, SAU                                60            (5)                   0                   0       100.777           58               0            (4)             No
Guipuzcoano Insurance Brokerage
   Guipuzcoano Bank Group, SA                          100           558                 661                  598         2.933          263                0           36              No
Guipuzcoano Management Institution
   Pension Funds SA                                  1.503          1.026                  71                    0        2.762        1.504                0           13              No
Guipuzcoano Mediator Insurance
   Company Insurance Agency, Ltd.                         3          546                  (31)                  0           538            3               0            (5)             No
SL Business Promotion Guipuzcoano                  32.314             59              (9.992)                   0       106.142       22.384               0        (3.513)             No
Guipuzcoano SGIIC, SA                                1.503         6.883                 650                    0        10.039        3.014               0           (14)             No
Guipuzcoano Valores, SA                              4.514         2.056               4.275                    0        10.893        3.076               0            14              No
Haygon the mill, SL                                     60            13                 697                  791         1.108           45               0           (22)             No
Smith International, SARL                              429         3.822                  (41)                  0         4.310        4.246             199           (41)             No
Hobalear, SA                                            60           512                   32                   0           629          414             512            32             Yes
Hondarriberri SPE, SL                             259.561        (23.503)            (76.899)                   0       179.726      160.146               0       (34.424)             No
Subtotal                                                                                                 125.097                    1.490.392     4.813.132        328.051

(1) Foreign companies are translated into euros in exchange fixing at 31 December 2010.
(2) Results pending approval by the respective Annual General Meetings.
(3) Includes final dividends for the previous year and the interim dividend paid during the exercise group.
(A) The data of the companies listed under the name "Information society (1)" corresponds to November 30, 2010.




                                                                                                136
                                                                         Annex I: Banco Sabadell Group companies at December 31, 2010
Thousands of euro
                                                                                                                                                 Contribution
                                                                                                                                                  to reserves  Contribution
                                                                               Information society (1)                             Investment       or losses    the result
                                                                                                         Dividends       Assets           net     companies CONSOLIDATED          Taxation
Business Name                                   Share capital    Reserves            Result (2)            paid (3)        total        group   Consolidated         group    Consolidated
Fully consolidated

Subtotal                                                                                                 125.097                   1.490.392     4.813.132        328.051
Interstate Property Holdings, LLC                    5.987        (2.495)               (503)                  0        76.838         3.102         (9.474)         (503)             No
Mariñamendi, SL                                     55.013        (3.988)            (12.407)                  0       114.457        38.624              0        (8.048)             No
Promotions and Development
   Creazione Levante, SL                              8.740       (2.151)              (4.258)                   0      12.044        2.331              0          (1.393)            No
Promotions & Financing Herrero, SA                    3.456          270                    0                    0       3.726       24.185              9               0            Yes
Banking Proteus Software, SL                              3            0                    0                    0           3            3              0               0             No
Residential kataoria, SL                              3.250           58               (3.361)                   0      15.483            0              0          (2.151)            No
Sabadell Asia Trade Services, Ltd.                        0          642                   31                    0         659            0            612              31             No
Sabadell Brazil Trade Services -
   Ass.Cial Ltd.                                      1.542       (1.268)                 (57)                   0         248          250             (50)           (57)            No
Sabadell BS Select Fund of Hedge Funds,
   SICAV SA (a)                                     31.236           (94)              1.373                     0      33.230       16.400           (328)            721             No
Sabadell Corporate Finance, SL                          70          (459)              1.015                     0         883          358         (1.903)          1.015            Yes
Sabadell d'Andorra Inversions Societat
   Management SA                                        300          309                 559                  300        1.262          300             158           285              No
Sabadell International Equity, Ltd.                       1           67                  (11)                  0      250.126            1              13            13              No
Sabadell Securities USA, Inc.                           591         (168)                532                    0        1.132          551            (163)          532              No
United Bank Sabadell, SA                              2.359      120.495             (13.120)                    0    1.721.057     161.343         (8.644)       (13.120)             No
Santex Plus, SL                                       5.083        (205)               1.699                     0       39.147       5.083          1.446          1.699              No
Serveis d'Assessorament BSA, SAU                         60           14                   0                     0           74          60              7              0              No
Service Management
   Inversiones, SA                                   6.010           760                   (3)                   0        6.767      16.690         (6.096)            (3)            Yes
Meeting Services, Inc.                                  60            20                    0                    0           79          67              13             0             Yes
Sinia Renovables, RS SCR, SA                        15.000          (648)               (178)                    0       60.032      15.000           (576)          (178)            Yes
Solvi Development, SL                               15.807      (180.490)           (318.255)                    0    1.571.748      41.155       (202.870)      (318.255)            Yes
Solvi Estate, SL                                        60       (17.388)            (33.564)                    0      212.323          60        (17.365)       (33.564)            Yes
Solvi Immobiliària Gestió, SL                        2.705         3.435               4.559                     0       11.108       2.786          3.324          4.559             Yes
Solvi Hotels, SL                                       500            (8)                  (5)                   0          489         500               (8)          (5)            Yes
Solvi Housing, SL                                    2.073         1.248                (838)                    0       13.386       3.356             (34)         (838)            Yes
Solvi Properties, SL                                   500           278              (2.789)                    0       38.741         500            278         (2.789)            Yes
Are Blan Caleta, SL                                  4.000        (1.320)             (3.431)                    0       13.107           0                0         (714)             No
Land Vega Alta del Segura, SL                        4.550           981              (9.156)                    0       20.047           0                0       (2.477)             No
Urdin Oria, SA                                          60             4                   (1)                   0           63          60                0            0              No
Urquijo Gestión, SGIIC, SA                           3.606         2.396                (354)                    0       11.159       5.286            631           (354)            Yes
Urumea Management, SL                                    9             8                    0                    0           18           9                0            1              No
Zurriola Inversiones SA                              1.412           385                  (38)                   0        2.853       1.235                0          (13)             No
Total                                                                                                    125.397                   1.829.687     4.572.112        (47.555)

(1) Foreign companies are translated into euros in exchange fixing at 31 December 2010.
(2) Results pending approval by the respective Annual General Meetings.
(3) Includes final dividends for the previous year and the interim dividend paid during the exercise group.
(A) The data of the companies listed under the name "Information society (1)" corresponds to November 30, 2010.




                                                                                               137
                                                  Annex I: Banco Sabadell Group companies at December 31, 2010
                                                                                                                                Percentage of
                                                                                                                                    holdings
Business Name                                                 Activity                                Home                      Direct    Indirect
Proportionately consolidated
Emte Renovables, SL                                           HOLDING COMPANY                         Sant Joan Despi               -       62,11
Erbisinia Renovables, SL                                      Holding Company                         Leon                          -       49,00
Financiera Iberoamericana SA                                  Financial                               Havana                    50,00           -
Jerez Solar, SL                                               Electrical                              Sant Joan Despi               -       62,11
Plaxico Star, SL                                              Property                                Barcelona                     -       45,01
Total

Consolidated by the equity method (1)
6350 Industries, Ltd. (a)                                     Property                                Barcelona                     -       37,50
Advances Corporation, SA                                      Services                                Ourense                           -   24,00
Air Miles Spain, SA (b)                                       Services                                Madrid                    22,50           -
Aldoluz, SL (a)                                               Property                                Almería                       -       30,06
Anara Guipuzcoa, SL (a)                                       Property                                Alicante                      -       40,00
Regional Aviation Cantabra IEA                                Services                                Boadilla del Monte        26,42           -
Alfambra CRJ-900 aircraft, AIE                                Services                                Madrid                    25,00           -
Cabriel CRJ-900 aircraft, AIE                                 Services                                Madrid                    25,00           -
Gorgos CRJ-900 aircraft, AIE                                  Services                                Madrid                    25,00           -
Sella CRJ-900 aircraft, AIE                                   Services                                Madrid                    25,00           -
Banco del Bajio, SA                                           BANKING                                 Leon (Mexico)             20,00           -
BanSabadell Pensiones, EGFP, SA                               Pension fund management                 Sabadell                  50,00           -
BanSabadell Insurance General Insurance and Reinsurance SA    Insurance                               Sant Cugat del Vallès     50,00           -
BanSabadell Life Insurance and Reinsurance SA                 Insurance                               Sabadell                  50,00           -
Biodiesel Aragón, SL                                          Chemistry                               Altorricón                    -       49,78
Casas del Mar east, SL (a)                                    Property                                Alicante                      -       33,33
Cuspide C-6, SA (a)                                           Property                                Madrid                        -       33,00
Centro Financiero BHD, SA                                     Financial services                      Santo Domingo             20,00           -
Cepric Estate, Lda (a)                                        Property                                Portugal                      -       45,00
Pronegui Real Estate Development, Ltd. (a)                    Property                                Madrid                        -       40,00
Dexia Sabadell, SA                                            BANKING                                 Madrid                    40,00           -
Diana Capital Inversion SGECR SA (a)                          Venture capital                         Guipúzcoa                     -       41,23
Egum Gestion, SL (a)                                          Property                                Madrid                        -       30,00
Espazios Murcia, SL (a)                                       Property                                Murcia                        -       45,00
Industrial Facilities and Services, SL                        Electrical                              Barcelona                     -       26,75
ESUS Renewable Energy, SL                                     Electrical                              Vigo, Pontevedra              -       45,00
Eurofragance, SL                                              Manufacture of perfumes and cosmetics   Ruby                          -       25,00
FS Cooperation and Assistance, SA                             Services                                Barcelona                     -       35,00
Garnova, SL                                                   Food                                    Granollers                    -       25,00
Solar Gate, SL SPE (a)                                        Solar Energy                            Álava                         -       50,00
Gaviel, SA                                                    Property investment                     Barcelona                 50,00           -
General Biofuels SA                                           Chemistry                               Navy Cudeyo                   -       25,00
Graphs, SA Art on Paper                                       Graphic arts                            Barcelona                     -       45,00
Guisain, SL (a)                                               Property                                Vizcaya                       -       40,00
Ilundain flour, SA (a)                                        Property                                Navarra                       -       45,00
Harugui Management and Real Estate, SL (a)                    Property                                Navarra                       -       50,00
Hidrophytic, SL (a)                                           Property                                Álava                         -       50,00
IFOS, Inc.                                                    Services                                Buenos Aires, Argentina       -       20,00
Improbal Norte, SL (a)                                        Property                                Navarra                       -       35,00
Inerban Projects, SL (a)                                      Property                                Alicante                      -       50,00
Intermas Nets, SA                                             Chemistry                               Llinars del Vallès            -       20,00
J. Feliu de la Penya, SL                                      Lighting Products                       Canovelles                    -       20,00
Total
(1) Companies consolidated by the equity method because they can not intervene in their management.
(a) Companies included in the scope from the acquisition of Grupo Banco Guipuzcoano, SA
(b) This company is owned 25% of voting rights.




                                                                                    138
                                                  Annex I: Banco Sabadell Group companies at December 31, 2010
                                                                                                                               Percentage of
                                                                                                                                   holdings
Business Name                                                  Activity                               Home                     Direct    Indirect

Consolidated by the equity method (1)
Key Vil I, SL (a)                                              Property                               Murcia                       -      40,00
Bareño Kosta, SA (a)                                           Property                               Vizcaya                      -      20,00
Tasara Winery, SL (a)                                          Property                               Málaga                       -      33,78
Promotions Lizarra, AIE (a)                                    Property                               Vizcaya                      -      40,00
Investment Loalsa Castilla la Mancha, SL (a)                   Property                               Madrid                       -      20,00
MP Costablanca, SL (a)                                         Property                               Alicante                     -      45,00
Mirador del Segura 21, SL (a)                                  Property                               Málaga                       -      32,20
Mursiya Golf, SL (a)                                           Property                               Murcia                       -      49,70
Naguisa Promotions, SL (a)                                     Property                               Navarra                      -      45,00
NF Developments, SL (a)                                        Property                               Murcia                       -      40,00
Buprenorphine 21, SL (a)                                       Property                               Málaga                       -      49,50
Wind Energy Park Veciana-cabaret, SL                           Electrical                             Barcelona                    -      40,00
Boulevard Park Finestrat, SL (a)                               Property                               Alicante                     -      33,00
Parque del Segura, SL (a)                                      Property                               Málaga                       -      34,14
Windfarm Magaz, SL                                             Electrical                             Pisuerga Magaz               -      49,00
PR 12 PV 15, SL (a)                                            Property                               Alicante                     -      41,00
BG Proburg XXI, SL (a)                                         Property                               Burgos                       -      25,00
Promotions Abaco Costa Almeria, SL (a)                         Property                               Almería                      -      40,00
Aguiver Promotions, SL (a)                                     Property                               Murcia                       -      40,00
Promotions Florida Homes, SL (a)                               Property                               Alicante                     -      40,00
Promotions and Developments creazione Castilla la Mancha, SL
(a)                                                            Property                               Madrid                       -      20,00
Promotions and Oncineda Desarrollos Urbanos, SL (a)            Property                               Navarra                      -      50,00
Residential Haygon, SL (a)                                     Property                               Alicante                     -      25,00
Saprosin Promotions, SL (a)                                    Property                               Alicante                     -      45,02
Creixent SBD, SA                                               Property                               Sabadell                 23,01          -
Vallés Company Portfolio, SICAV, SA                            Investment company                     Sant Cugat del Vallès    42,72          -
Investment Company Shares COMSA EMTE, SL                       HOLDING COMPANY                        Esplugues de Llobregat       -      20,00
South Tower, SL (a)                                            Property                               Alicante                     -      40,00
Egizastu Txonta Promozioak, SL (a)                             Property                               Guipúzcoa                    -      35,00
Urtago Promozioak, AIE (a)                                     Property                               Guipúzcoa                    -      30,00
Vera Munain, SL (a)                                            Property                               Navarra                      -      45,00
Views of Park 21, SL (a)                                       Property                               Málaga                       -      32,20
Total
(1) Companies consolidated by the equity method because they can not intervene in their management.
(a) Companies included in the scope from the acquisition of Grupo Banco Guipuzcoano, SA
(b) This company is owned 25% of voting rights.




                                                                                    139
                                                                            Annex I: Banco Sabadell Group companies at December 31, 2010
Thousands of euro
                                                                                                                                                      Contribution
                                                                                                                                                       to reserves  Contribution
                                                                               Details of the society (2)                              Investment        or losses    the result
                                                                                                            Dividends        Assets           net      companies CONSOLIDATED          Taxation
Business Name                                  Share capital      Reserves             Result (3)             paid (4)         total        group    Consolidated         group    Consolidated
Proportionately consolidated
Emte Renovables, SL (a)                             8.050               (96)                 (58)                    0       8.106          5.000            79             (36)            No
Erbisinia Renovables, SL                                3                 0                   (3)                    0          10              1             0              (2)            No
Financiera Iberoamericana SA                       15.716            1.128                  282                      0      23.615          7.443         1.016             141             No
Jerez Solar, SL (a)                                 3.050             (971)                  (22)                    0      66.120          1.894             0             (14)            No
Plaxico Star, SL                                        3           (6.618)              (3.164)                     0      35.865              1        (5.130)         (1.424)            No
Total                                                                                                                0                     14.339        (4.035)         (1.335)

Consolidated by the equity method (1)
6350 Industries, Ltd. (a)                             230              721                    0                    0          2.705            86             0              0              No
Advances Corporation, SA (b)                          301          37.441                1.859                    74        138.109        37.202           618            480              No
Air Miles Spain, SA (a)                                72            3.387                 687                     0        104.517         2.140             0             88              No
Aldoluz, SL (f)                                     6.628           (6.731)                103                     0              0             0             0              0              No
Anara Guipuzcoa, SL (a)                               150            2.483                  (58)                   0         11.162            60             0              0              No
Regional Aviation Cantabra AIE (c)                 29.606           (1.056)                444                     0        113.694         7.824           869            157              No
Alfambra CRJ-900 aircraft, AIE                      4.496           (1.463)                 (51)                   0         20.450         1.060          (288)           (14)             No
Cabriel CRJ-900 aircraft, AIE                       4.495           (1.459)                 (52)                   0         20.450         1.060          (287)           (15)             No
Gorgos CRJ-900 aircraft, AIE                        4.495           (1.459)                 (52)                   0         20.435         1.060          (287)           (15)             No
Sella CRJ-900 aircraft, AIE                         4.495           (1.457)                 (51)                   0         20.430         1.060          (287)           (15)             No
Banco del Bajio, SA (a)                           141.534         430.473               57.099                 3.379      4.902.609        90.911        23.698         12.369              No
BanSabadell Pensiones, EGFP, SA                     7.813          16.694                6.467                 1.380         33.155         9.378         3.667          3.234              No
BanSabadell Seguros Generales, SA
Insurance and Reinsurance                          10.000            3.228                1.667                      0      49.280           5.000        1.753             833             No
BanSabadell Vida, SA de Seguros y
Reaseguros                                         43.858         210.590               40.711                    0       6.535.069      27.106        101.133          20.356              No
Biodiesel Aragón, SL (a)                            5.911           (3.130)              (2.891)                  0          60.122       2.820          (1.882)        (1.234)             No
Casas del Mar east, SL (a)                            892           (3.812)              (1.419)                  0          17.363           0               0              0              No
Peak C-6, SA (b)                                    1.000             (105)                  (9)                  0          17.417         113               0              0              No
Centro Financiero BHD, SA (e)                     157.350          11.152               37.610               11.661       2.010.789      38.693           1.348         15.001              No
Cepric Estate, Lda (b)                                  7             (520)                (298)                  0           8.793         306               0              0              No
Pronegui Real Estate Development, SL (e)            1.756              646                  (18)                  0          14.872       1.352               0              0              No
Dexia Sabadell SA (a)                             237.061         135.881               55.240                5.673      18.116.324     101.226         56.496          23.052              No
Diana Capital Inversion SGECR SA (a)                  606            2.155                 (262)                  0           2.850         456               0            (10)             No
Egum Gestion, SL (d)                                  600             (268)                  (5)                  0           6.038          42               0              0              No
Espazios Murcia, SL                                 4.500               (59)               (118)                  0           8.690       1.944               0            (20)             No
Industrial Establishments and
Services, SL (a)                                       49           (2.100)               6.347                2.642        33.458         37.443          (272)          2.081             No
ESUS Renewable Energy, SL                              50                0                      0                  0             0             23             0               0             No
Eurofragance, SL (b)                                  704            6.416                6.196                    0        19.889          9.050             0             563             No
FS Cooperation and Assistance, SA (d)                 600            2.022                    42                   0         3.888            887            31               0             No
Garnova, SL (c)                                    48.072          13.863                 5.374                  754        89.740         42.814         5.106           1.814             No
Solar Gate, SL SPE (a)                              3.005              796                   (34)                  0         3.888          1.503             0              24             No
Gaviel, SA (a)                                      1.203               97                     (4)                 0         1.299            630            18              (2)            No
General Biofuels, Inc. (b)                         6.000         (2.968)                  (95)                   0         10.616          2.250         (130)              0             No
Graphs, Art on Paper SA (b)                        1.800          7.814                  730                     0         33.889          3.781           38            306              No
Guisain, SL (a)                                    4.200         (1.915)                 (232)                   0         10.012            822            0             (11)            No
Ilundain flour, SA (g)                                60             91                     (4)                  0          2.354          2.933            0               (2)           No
Harugui Management and Real Estate,                  593            (225)                (311)                   0          4.601             29            0            (152)            No
Hidrophytic, SL (c)                                  186              (5)                  40                    0            473             93            0               0             No
IFOS, Inc.                                             0               0                     0                   0              0              0            0               0             No
Improbal Norte, SL                                   300              (1)                    0                   0          1.542           105             0               0             No
Inerban Projects, SL                               1.000            899                 (311)                    0          9.779           500             0             (13)            No
Intermas Nets, SA (a)                                846         26.872                2.794                   600         69.046 22.213                1.333          1.000              No
J. Feliu de la Penya, SL (b)                         851         23.587                    56                    0         76.590 10.501                 (920)            40              No
Subtotal                                                                                                    26.163                    466.476        191.755          79.895
(1) Companies consolidated by the equity method because they can not intervene in their management.
(2) Foreign companies are translated into euros at the exchange rate fixing at December 31, 2010.
(3) Results pending approval by the respective Annual General Meetings.
(4) Includes final dividends for the previous year and the interim dividend paid during the exercise group.
(a) Data from these companies listed under the name "Information society (2)" correspond to November 30, 2010.
(b) Data from these companies listed under the name "Information society (2)" correspond to October 31, 2010.
(c) Data from these companies listed under the name "Information society (2)" correspond to September 30, 2010.
(d) Data from these companies listed under the name "Information society (2)" correspond to August 31, 2010.
(e) Data from these companies listed under the name "Information society (2)" correspond to June 30, 2010.
(f) Data from these companies listed under the name "Information society (2)" correspond to May 31, 2010.
(g) Data from these companies listed under the name "Information society (2)" correspond to December 31, 2008.




                                                                                                     140
                                                                            Annex I: Banco Sabadell Group companies at December 31, 2010
Thousands of euro
                                                                                                                                                     Contribution
                                                                                                                                                      to reserves  Contribution
                                                                                  Details of the society (2)                           Investment       or losses    the result
                                                                                                               Dividends     Assets           net     companies CONSOLIDATED          Taxation
Business Name                                   Share capital        Reserves             Result (3)             paid (4)      total        group   Consolidated         group    Consolidated
Consolidated by the equity method (1)

Subtotal                                                                                                        26.163                  466.476       191.755          79.895
Key Vil I, SL (e)                                     3.574             (172)                 (736)                  0       40.281       1.649              0              0              No
Bareño Kosta, SA (a)                                  1.500               (18)                     0                 0       24.289         296              0              0              No
Tasara Winery, SL (a)                                 4.441           (2.970)                 (732)                  0       23.569         533              0              0              No
Promotions Lizarra, AIE (a)                             835               (21)                  (12)                 0          889         310              0              0              No
Investment Loalsa Castilla la Mancha, SL                180              659                       3                 0       15.986          36              0              0              No
MP Costablanca, SL (d)                                5.000             (116)                     (1)                0       53.019       2.189              0              0              No
Mirador del Segura 21, SL (c)                           164                  0                    (2)                0        6.355          52              0              0              No
Mursiya Golf, SL                                        300             (126)                 (155)                  0        7.728          31              0             (1)             No
Naguisa Promotions, SL (a)                              300              322                      (1)                0        6.441         270              0              0              No
NF Desarrollos, SL                                      160            1.096                    (10)                 0        2.547          64              0             (1)             No
Buprenorphine 21, SL (c)                                 10                  0                     0                 0        4.786           3              0              0              No
Wind Energy Park Veciana-cabaret, SL (a)              3.300             (641)               (2.066)                  0       44.543       2.739            (87)          (520)             No
Boulevard Park Finestrat, SL (b)                        801             (419)                  199                   0       39.713          97              0             21              No
Parque del Segura, SL (c)                             1.752           (1.226)                     (6)                0       25.499         125              0              0              No
Windfarm Magaz, SL (a)                                1.500             (879)                 (298)                  0       45.869       6.582          (519)              0              No
PR 12 PV 15, SL (a)                                     180                 (1)                   (1)                0          844          56              0              0              No
BG Proburg XXI, SL (d)                                4.000             (570)                   (30)                 0       12.764         853              0              0              No
Promotions Abaco Costa Almeria, SL (b)                5.000             (179)                 (258)                  0       30.226       1.858              0             34              No
Aguiver Promotions, SL                                5.000                20                      0                 0       25.716       2.000              0              0              No
Promotions Florida Homes, SL                            120              547                     73                  0        6.990          48              0             13              No
Castilla creazione Promotion and Development          2.743             (267)                 (482)                  0       15.706         430              0              1              No
Promotions and Urban Development                        300                 (7)                    0                 0        6.713          88              0              0              No
Residential Haygon, SL (b)                              541             (152)                 (100)                  0        7.144          73              0            103              No
Saprosin Promotions, SL (b)                           2.604            5.238                (1.889)                  0       95.338       1.885              0           (249)             No
Creixent SBD, SA (a)                                 12.895             (192)                    84                  0       20.722       2.968            (98)            21              No
Portfolio Company Vallés, SICAV                       4.818            4.433                  (281)                 53        5.186         422         1.989            (120)             No
Investment Company Shares                            15.000         221.312                  1.208                 160      254.941      47.271              0            160              No
South Tower, SL (b)                                     300            1.021                       1                 0       20.033         120              0              0              No
Egizastu Txonta Promozioak, SL (a)                      600              568                       1                 0       15.694         397              0              0              No
Urtago Promozioak, AIE (a)                              100              206                    (16)                 0          275          30              0              2              No
Vera Munain, SL (g)                                      60                 (3)                    1                 0        1.910          25              0              0              No
Views of Park 21, SL (c)                                164                  0                    (2)                0        6.194          53              0              0              No
Total                                                                                                           26.376                  540.029       193.040          79.359

Consolidation adjustments                                     0               0                  0                0               0            0             0        349.571
Total                                                                                                       151.773                    2.384.055     4.761.117        380.040
(1) Companies consolidated by the equity method because they can not intervene in their management.
(2) Foreign companies are translated into euros at the exchange rate fixing at December 31, 2010.
(3) Results pending approval by the respective Annual General Meetings.
(4) Includes final dividends for the previous year and the interim dividend paid during the exercise group.
(a) Data from these companies listed under the name "Information society (2)" correspond to November 30, 2010.
(b) Data from these companies listed under the name "Information society (2)" correspond to October 31, 2010.
(c) Data from these companies listed under the name "Information society (2)" correspond to September 30, 2010.
(d) Data from these companies listed under the name "Information society (2)" correspond to August 31, 2010.
(e) Data from these companies listed under the name "Information society (2)" correspond to June 30, 2010.
(f) Data from these companies listed under the name "Information society (2)" correspond to May 31, 2010.
(g) Data from these companies listed under the name "Information society (2)" correspond to December 31, 2008.



The total balance of revenue for businesses associated with applying the equity method amounted to
3,607,706 thousand euros at December 31, 2010. The balance of the liabilities of the companies associated
with the end of fiscal year 2010 totaled 31,287,870 thousand.




                                                                                                        141
                                                   Annex I: Banco Sabadell Group companies at December 31, 2009




                                                                                                                                                Percentage of
                                                                                                                                                     holdings
Business Name                                                        Activity                                    Home                           Direct       Indirect
Fully consolidated
Segur Assegurances Vida, SA                                          Insurance                                   Andorra la Vella                   -         50,97
Aurica XXI, SCR, SA                                                  Venture capital                             Barcelona                     100,00             -
Axel Group, SL                                                       Financial Advice                            Madrid                        100,00             -
Ballerton Corporation Serviços, SA                                   FVC and portfolio                           Madeira                            -        100,00
Banco Atlantico Bahamas Bank & Trust, Ltd.                           BANKING                                     Nassau, Bahamas                99,99          0,01
Atlantic Bank Monaco SAM                                             BANKING                                     Monaco                        100,00             -
Banco de Sabadell, SA                                                BANKING                                     Sabadell                           -             -
Banco Urquijo Sabadell Banca Privada, SA                             BANKING                                     Madrid                        100,00             -
BancSabadell d'Andorra, SA                                           BANKING                                     Andorra la Vella               50,97             -
BanSabadell Insurance Brokerage, Inc.                                Insurance brokerage                         Sabadell                      100,00             -
Bansabadell Invoice, SL                                              Electronic Billing Services                 Sant Cugat del Vallès         100,00             -
BanSabadell Finance, EFC, SA                                         Financial                                   Sabadell                      100,00             -
Bansabadell Fincom, EFC, SA                                          Financial                                   Sant Cugat del Vallès         100,00             -
BanSabadell Holding, SL                                              HOLDING COMPANY                             Sabadell                      100,00             -
BanSabadell Information System SA                                    Computer Services                           Fruitós de Bages Sant          81,00             -
Inversió BanSabadell Desenvolupament, SA                             HOLDING COMPANY                             Barcelona                     100,00             -
BanSabadell Investment, SA, SGIIC                                    Investment fund management                  Sant Cugat del Vallès         100,00             -
Professional BanSabadell, SA (a)                                     Services                                    Barcelona                     100,00             -
BanSabadell Renting, SL                                              Renting                                     Sant Cugat del Vallès         100,00             -
BanSabadell Securities Services, SL                                  Services                                    Sabadell                      100,00             -
Caribbean Cogeneration Company Dominicana, SA                        Electrical                                  Santo Domingo (Rep. Domin.)        -        100,00
Caribbean Cogeneration Company, Ltd.                                 Electrical                                  Barcelona                          -         99,99
Electricity and Cogeneration Company Uvero, SA                       Electrical                                  Higuey (Rep. Domin.)               -         72,92
Invest Europe SA                                                     Investment fund manager                     Luxembourg                     22,00         78,00
Europea Pall Mall Ltd.                                               Property                                    LONDRES                       100,00             -
SINIA Energy Holdings XXI, SL                                        HOLDING COMPANY                             Madrid                             -        100,00
Smith International, SARL                                            HOLDING COMPANY                             Luxembourg                         -        100,00
Hobalear, SA                                                         Property                                    Sabadell                           -        100,00
Ibersecurities Holding, SA                                           HOLDING COMPANY                             Madrid                        100,00              -
Ibersecurities, Soc.de V., SA, Soc.Unip.                             Securities and Exchange Society             Madrid                             -        100,00
Inmobiliaria Asturiana, SA                                           Property                                    Oviedo                         99,63             -
Interstate Property Holdings, LLC                                    Instrumental Society                        Miami                              -        100,00
Promotions & Financing Herrero, SA                                   HOLDING COMPANY                             Oviedo                        100,00             -
Sabadell Asia Trade Services, Ltd.                                   Services                                    Hong Kong                     100,00             -
Sabadell Brazil Trade Services - Ass.Cial Ltd.                       Representative Office                       Brazil                         99,99          0,01
Sabadell BS Select Fund of Hedge Funds, SICAV SA                     HOLDING COMPANY                             Luxembourg                     60,16             -
Sabadell Corporate Finance, SL                                       Financial Advice                            Madrid                         30,00         70,00
Borsa Sabadell d'Andorra, SA                                         Securities Investment Management            Andorra la Vella                   -         50,97
Sabadell d'Andorra Inversions Societat Management, SA                Investment fund management                  Andorra la Vella                   -         50,97
Sabadell International Equity, Ltd. (b)                              Financial                                   George Town                        -             -
Sabadell International Finance BV                                    Financial                                   Amsterdam                     100,00             -
Sabadell Securities USA, Inc.                                        Services                                    Miami                         100,00             -
Santex Plus, SL                                                      Property                                    Barcelona                          -        100,00
Investment Management Services, SA                                   HOLDING COMPANY                             Madrid                        100,00             -
Meeting Services, Inc.                                               Services                                    Sabadell                      100,00             -
Sinia Renovables, RS SCR, SA                                         Venture capital                             Barcelona                     100,00             -
Solvi Development, SL (c)                                            Property                                    Sant Cugat del Vallès         100,00             -
Solvi Estate, SL                                                     Property                                    Sant Cugat del Vallès         100,00             -
Solvi Immobiliària Gestió, SL (d)                                    Lease of goods                              Madrid                        100,00             -
Solvi Hotels, SL                                                     Property                                    Sant Cugat del Vallès         100,00             -
Solvi Housing, SL (e)                                                Property                                    Madrid                        100,00             -
Solvi Properties, SL                                                 Property                                    Sant Cugat del Vallès         100,00             -
Transatlantic Bank Inc.                                              BANKING                                     Miami                              -        100,00
Transatlantic Holding Corp.                                          HOLDING COMPANY                             Miami                         100,00             -
Urquijo Gestión, SGIIC, SA                                           Investment fund management                  Madrid                             -        100,00
Total
(a) Change of name of Professional BanSabadell Tecnocredit SA, SL in May 2009.
(b) This company is owned 100% of voting rights.
(c) Change of name of Argana Promotions, SL Solvi Development, Ltd. in January 2009.
(d) Change of name of Business Promotion and Representation, SA Solvi Immobiliària Gestió, SL in January 2009.
(e) Change of name of Urquijo Heritage Services, Housing Solvi SL, SL in January 2009.




                                                                                     142
                                                                            Annex I: Banco Sabadell Group companies at December 31, 2009
Thousands of euro
                                                                                                                                                        Contribution
                                                                                                                                                         to reserves  Contribution
                                                                                   Information society (1)                                Investment       or losses    the result
                                                                                                              Dividends         Assets           net     companies CONSOLIDATED       Taxation
Business Name                                     Share capital     Reserves             Result (2)             paid (3)          total        group   Consolidated         group Consolidated
Fully consolidated
Segur Assegurances Vida, SA                              602            114                    227                175         257.746          602               16           116          No
Aurica XXI, SCR, SA                                   14.200            144                 17.402                  0         125.516       17.492             (654)       17.402           If
Axel Group, SL                                            26            982                       1               392           1.009        7.792              944              1        Yes
Ballerton Corporation Serviços, SA                        50         24.213                    158                  0          24.422        3.140             (268)          158          No
Banco Atlantico Bahamas Bank & Trust, Ltd.             1.388            861                     (37)                0           2.920        2.439              901            (37)        No
Atlantic Bank Monaco SAM                              11.250         11.628                    293                  0          25.192       19.498            3.004           293          No
Banco de Sabadell, SA                                150.000      3.995.605               528.787             312.000      81.583.450            0      4.208.779        528.787          Yes
Banco Urquijo Sabadell Banca Privada, SA              73.148        126.833                 11.219                  0       2.099.589      143.030          60.595         11.219         Yes
BancSabadell d'Andorra, SA                            30.069         10.887                  5.249                765         652.186       15.326            3.490         2.077          No
BanSabadell Insurance Brokerage, Inc.                     60             18                    832              1.135           2.813          588             (612)          832         Yes
Bansabadell Invoice, SL                                  100         (1.501)                  (898)                 0           1.820          299           (1.589)         (898)        Yes
BanSabadell Finance, EFC, SA                          24.040         25.591                  8.816                  0         658.217       24.040          25.591          8.816         Yes
BanSabadell Fincom EFC, SA                            35.520         25.163                (25.167)                 0         523.949       72.232           (6.042)      (25.167)         No
BanSabadell Holding, SL                              330.340      (117.963)              (147.818)                  0         333.293      239.544         (58.776)     (147.818)         Yes
BanSabadell Information System, SA                       240         (4.966)                10.571                  0          96.126        3.962           (5.365)       10.571         YES
Inversió BanSabadell Desenvolupament, SA              15.025         (9.142)                16.593                  0          86.372       19.368           (3.196)       16.593         Yes
BanSabadell Investment, SA, SGIIC                        601         54.920                 16.731             57.000         123.595          607          54.910         16.731         Yes
Professional BanSabadell, SA                              60            194                      30                 0             891        1.130              383             30         No
BanSabadell Renting, SL                                2.000          3.902                   (360)                 0         175.759        3.861            2.405          (360)        Yes
BanSabadell Securities Services, SL                    2.500              0                  4.098                  0           7.939        2.500                0         4.098         Yes
Caribbean Cogeneration Company
Dominicana, SA                                             69           (217)              (5.051)                    0        2.391            63              37        (5.051)          No
Caribbean Cogeneration Company, Ltd.                    2.933         (4.310)                (286)                    0          687         3.007            (503)         (286)         Yes
Electricity and Cogeneration Company
Uvero, SA                                               3.096           (288)              (1.112)                   0         2.704         2.410            855           (804)          No
Invest Europe SA                                          125            267                 (208)                   0           501           336              47          (208)          No
Europea Pall Mall Ltd.                                 17.427         (3.795)                (482)                   0        13.369        20.843           (697)          (482)          No
SINIA Energy Holdings XXI, SL                           1.352         10.862                 (761)                   0        71.360         4.672         22.106           (761)         Yes
Smith International, SARL                                 429          3.820                      2                  0         4.349         1.139            197                2         No
Hobalear, SA                                               60            478                    34                   0           596           414            478              34         Yes
Ibersecurities Holding, SA                             31.581         48.865                  128                    0        80.710        54.922        (84.881)           128          Yes
Ibersecurities, Soc.de V., SA, Soc.Unip.                3.000         53.309                4.045                    0        63.847        76.794         48.323          4.045          Yes
Inmobiliaria Asturiana, SA                                198             40                  244                4.286           559         2.468           (313)           243          Yes
Interstate Property Holdings, LLC                       5.553         (1.112)              (8.514)                   0        56.999         5.405           (901)        (8.514)          No
Promotions & Financing Herrero, SA                      3.456            271                     (1)                 0         3.726        24.185              10              (1)       Yes
Sabadell Asia Trade Services, Ltd.                          0            595                  135                    0           602             0            476            135           No
Sabadell Brazil Trade Services - Ass.Cial Ltd.          1.362         (1.091)                  (22)                  0           266           250             (29)           (22)         No
Sabadell BS Select Fund of Hedge Funds,
SA SICAV                                               21.444         (1.718)               1.645                     0       21.472        12.900          (1.026)           699          No
Sabadell Corporate Finance, SL                             70            196                 (655)                    0          420           358          (1.151)          (655)        Yes
Borsa Sabadell d'Andorra, SA                               60             14                    0                     0           74            60               7              0          No
Sabadell d'Andorra Inversions Societat
Management SA                                            300             274                   361                 325           950           300             140            184          No
Sabadell International Equity, Ltd.                  250.001              55                     12                  0       250.114             1                0              0         No
Sabadell International Finance BV                      2.000               0                    (37)               232         2.010         2.000              (27)           (37)        No
Sabadell Securities USA, Inc.                            548             (18)                 (137)                  0           460           551              (26)         (137)         No
Santex Plus, SL                                        5.083          (1.036)                  830                   0        38.509         5.083            (950)           830          No
Service Management
Inversiones, SA                                         6.010            762                    (2)                   0         6.770       16.690         (6.094)             (2)        Yes
Meeting Services, Inc.                                     60             20                     0                    0            80           67             13               0         Yes
Sinia Renovables, RS SCR, SA                           15.000           (428)                (219)                    0        59.748       15.000           (381)          (219)         Yes
Solvi Development, SL                                  15.807        (28.233)            (152.036)                    0     1.403.407       41.155        (39.050)      (152.035)         Yes
Solvi Estate, SL                                           60             (3)             (17.393)                    0        98.804           60              (3)      (17.393)         Yes
Solvi Immobiliària Gestió, SL                           2.705            (87)               3.492                     0         8.846        2.786           (168)         3.492          Yes
Solvi Hotels, SL                                          500             (5)                   (4)                   0           491          500               0             (3)        Yes
Solvi Housing, SL                                       2.073          1.303                   (55)                   0        13.351        3.356             21             (55)        Yes
Solvi Properties, SL                                      500             (5)                 283                     0        30.824          500               0           283          Yes
Transatlantic Bank Inc.                                 2.082         36.297               (1.601)                    0       373.852        6.083         (1.808)        (1.601)          No
Transatlantic Holding Corp.                                 0         19.265                 (398)                    0        23.284      146.955         (2.165)          (398)          No
Urquijo Gestión, SGIIC, SA                              3.606          3.419               (1.023)                    0        12.684        5.286          1.654         (1.023)         Yes
Total                                                                                                         376.310                     1.034.049     4.218.707       263.832
(1) Foreign companies are translated into euros in exchange fixing to December 31, 2009.
(2) Results pending approval by the respective Annual General Meetings.
(3) Includes final dividends for the previous year and the interim dividend paid during the exercise group.




                                                                                                   143
                                                 Annex I: Banco Sabadell Group companies at December 31, 2009
                                                                                                                                                            Percentage of
                                                                                                                                                                 holdings
Business Name                                                        Activity                                     Home                                      Direct        Indirect
Proportionately consolidated
Emte Renovables, SL                                                  HOLDING COMPANY                              Sant Joan Despi                           -              62,11
Financiera Iberoamericana SA                                         Financial                                    Havana                                50,00                  -
Jerez Solar, SL                                                      Electrical                                   Sant Joan Despi                           -              62,11
Plaxico Star, SL                                                     Property                                     Barcelona                                 -              45,01
Total

Consolidated by the equity method (1)
Advances Corporation, SA                                             Services                                     Ourense                                        -         24,00
Regional Aviation Cantabra IEA                                       Services                                     Boadilla del Monte                    26,42                  -
Alfambra CRJ-900 aircraft, AIE                                       Services                                     Madrid                                25,00                  -
Cabriel CRJ-900 aircraft, AIE                                        Services                                     Madrid                                25,00                  -
Gorgos CRJ-900 aircraft, AIE                                         Services                                     Madrid                                25,00                  -
Sella CRJ-900 aircraft, AIE                                          Services                                     Madrid                                25,00                  -
Banco del Bajio, SA                                                  BANKING                                      Leon (Mexico)                         20,00                  -
BanSabadell Pensiones, EGFP, SA                                      Pension fund management                      Sabadell                              50,00                  -
BanSabadell Insurance General Insurance and Reinsurance SA           Insurance                                    Sant Cugat del Vallès                 50,00                  -
BanSabadell Life Insurance and Reinsurance SA                        Insurance                                    Sabadell                              50,00                  -
Biodiesel Aragón, SL                                                 Chemistry                                    Altorricón                                -              40,86
Centro Financiero BHD, SA                                            Financial services                           Santo Domingo                         20,00                  -
Dexia Sabadell, SA                                                   BANKING                                      Madrid                                40,00                  -
Investment Company Shares COMSA EMTE, SL (a)                         HOLDING COMPANY                              Esplugues de Llobregat                    -              20,00
Industrial Facilities and Services, SL                               Electrical                                   Barcelona                                 -              26,75
FS Cooperation and Assistance, SA                                    Services                                     Barcelona                                 -              35,00
Garnova, SL                                                          Food                                         Granollers                                -              25,00
Gaviel, SA                                                           Property investment                          Barcelona                             50,00                  -
General Biofuels SA                                                  Chemistry                                    Navy Cudeyo                               -              25,00
Graphs, SA Art on Paper                                              Graphic arts                                 Barcelona                                 -              45,00
Intermas Nets, SA                                                    Chemistry                                    Llinars del Vallès                        -              20,00
J. Feliu de la Penya, SL                                             Lighting Products                            Canovelles                                -              20,00
Wind Energy Park Veciana-cabaret, SL                                 Electrical                                   Barcelona                                 -              40,00
Windfarm the Peñuca, SL                                              Electrical                                   Leon                                      -              40,00
Windfarm Magaz, SL                                                   Electrical                                   Pisuerga Magaz                            -              49,00
Creixent SBD, SA                                                     Property                                     Sabadell                              23,01                  -
Vallés Company Portfolio, SICAV, SA                                  Investment company                           Sant Cugat del Vallès                 36,34                  -
Toulouse 161, SL                                                     Services                                     Terrassa                                  -              23,00
Total
(1) Companies consolidated by the equity method because they can not intervene in their management.
(A) The Company Aurica XXI, SCR, SA has acquired the participation in Investment Company Shares COMSA EMTE, SL Emte providing participation and Corporate
Business Group, Ltd. in July 2009.




                                                                                    144
                                                                                        Annex I: Banco Sabadell Group companies at December 31, 2009
Thousands of euro
                                                                                                                                                                              Contribution
                                                                                                                                                                               to reserves  Contribution
                                                                                                        Details of the society (2)                              Investment       or losses    the result
                                                                                                                                     Dividends        Assets           net     companies CONSOLIDATED            Taxation
Business Name                                                           Share capital      Reserves              Result (3)            paid (4)         total        group   Consolidated         group      Consolidated
Proportionately consolidated
Emte Renovables, SL (a)                                                        8.050             (32)                  (56)                 0         8.028        5.000              0              (35)             No
Financiera Iberoamericana SA                                                  14.577            797                 2.260               1.007        52.695        7.443           (703)          1.130               No
Jerez Solar, SL                                                                3.050           (902)               (1.006)                  0        64.672        1.894              0            (625)              No
Plaxico Star, SL                                                                   3         (5.934)               (2.237)                  0        42.691            1         (3.372)         (1.007)              No
Total                                                                                                                                   1.007                     14.338         (4.075)           (537)

Consolidated by the equity method (1)
Advances Corporation, SA (c)                                                    301         32.894                    547                 50          39.968      37.202            619             288               No
Regional Aviation Cantabra AIE (a)                                           29.606         (1.056)                 1.528                 37         122.552       7.824            356             440               No
Alfambra CRJ-900 aircraft, AIE (a)                                            4.496         (1.329)                  (119)                 0          22.049       1.060           (192)             (32)             No
Cabriel CRJ-900 aircraft, AIE (a)                                             4.495         (1.327)                  (118)                 0          22.039       1.060           (192)             (32)             No
Gorgos CRJ-900 aircraft, AIE (a)                                              4.495         (1.324)                  (119)                 0          22.015       1.060           (192)             (33)             No
Sella CRJ-900 aircraft, AIE (a)                                               4.495         (1.322)                  (119)                 0          21.963       1.060           (192)             (33)             No
Banco del Bajio, SA (a)                                                     119.015        331.646                 32.348              4.403       4.060.700      84.803         19.248           7.145               No
BanSabadell Pensiones, EGFP, SA                                               7.813         16.694                  2.760              3.152          31.416       9.378          3.667           1.380               No
BanSabadell Insurance General Insurance and Reinsurance SA                   10.000          2.029                  1.199                  0          44.112       5.000          1.398             600               No
BanSabadell Life Insurance and Reinsurance SA                                43.858        164.888                 45.702                  0       5.994.330      27.106         75.045         22.851                No
Biodiesel Aragón, SL (c)                                                      7.061           (843)                (2.911)                 0          38.927       2.815           (489)         (1.226)              No
Centro Financiero BHD, SA (a)                                                87.492         19.119                 41.487              9.608       1.512.573      32.863          2.413         10.986                No
Dexia Sabadell SA (a)                                                       237.061         87.030                 62.574                  0      16.324.612     101.226         36.169         27.305                No
Investment Company Shares COMSA EMTE, SL (d)                                 15.000        221.356                  5.501                  0         767.599      47.271               0                0             No
Industrial Facilities and Services, SL (a)                                       49          6.106                     (41)            1.817          35.548      37.443          1.671           1.846               No
FS Cooperation and Assistance, SA (a)                                           600            857                    571                  0           4.044         887           (202)            217               No
Garnova, SL (a)                                                              48.072         15.304                 14.614              1.343          91.880      42.814          4.017           2.794               No
Gaviel, SA (b)                                                                1.203             49                      52                 0           1.307         630              21               (3)            No
General Biofuels, Inc. (a)                                                    6.000         (2.848)                  (311)                 0          10.787       2.250           (130)                0             No
Graphs, SA Art on Paper                                                       1.800          7.134                    795                  0          30.575       3.781         (1.114)            273               No
Intermas Nets, SA (a)                                                           845         25.880                  2.603                480          66.220      22.213            343           1.290               No
J. Feliu de la Penya, SL (a)                                                    851         28.442                 (3.534)               120          67.545      10.501           (120)           (800)              No
Wind Energy Park Veciana-cabaret, SL (b)                                      3.300           (718)                    (74)                0          45.047       1.320           (216)             (30)             No
Windfarm the Peñuca, SL (b)                                                   3.333          5.847                   (233)                 0          37.030       1.339          1.928               80              No
Windfarm Magaz, SL (a)                                                        1.500           (485)                  (789)                 0          46.724       6.582           (157)           (294)              No
Creixent SBD, SA (a)                                                         12.895           (253)                    (90)                0          21.637       2.968             (78)            (21)             No
Vallés Company Portfolio, SICAV, SA (a)                                       4.818            180                    517                  0           5.533         422          1.794             248               No
Toulouse 161, SL (b)                                                              9             (5)                     (4)                0               3           2               0               (1)            No
Total                                                                                                                                 21.010                     492.880        145.415         75.238

Consolidation adjustments                                                                                                                                                                      183.956
Total                                                                                                                                398.327                    1.541.267     4.360.047        522.489
(1)   Companies consolidated by the equity method because they can not intervene in their management.
(2)   Foreign companies are translated into euros at the exchange rate fixing at December 31, 2009.
(3)   Results pending approval by the respective Annual General Meetings.
(4)   Includes final dividends for the previous year and the interim dividend paid during the exercise group.

(a) Data from these companies listed under the name "Information society (2)" correspond to November 30, 2009.
(b) Data from these companies listed under the name "Information society (2)" correspond to October 31, 2009.
(c) Data from these companies listed under the name "Information society (2)" correspond to September 30, 2009.
(d) Data from these companies listed under the name "Information society (2)" correspond to August 31, 2009.




                                                                                                                 145
                          Annex II: Consolidated Balance Sheets Guipuzcoano Bank Group
                                                              A November 30, 2010 and December 31, 2009
In thousands of euro

Assets                                                                                                        2010      2009 (*)

Cash and balances with central banks                                                                        90.040      183.429

Financial liabilities held for trading                                                                      70.817      285.182
       Deposits with credit Institutions                                                                         0            0
       Customer Credit                                                                                           0            0
       Debt (Note 5)                                                                                             0      175.912
       Equity instruments (Note 6)                                                                               0            0
       Trading derivatives (note 7)                                                                         70.817      109.270
       MEMORANDUM ITEM: Loaned or pledged                                                                       0             0

Other financial assets at fair value through profit or loss                                                       0           0
        Deposits with credit Institutions                                                                         0           0
        Customer Credit                                                                                           0           0
        Debt instruments                                                                                          0           0
        Equity instruments (Note 6)                                                                               0           0
        MEMORANDUM ITEM: Loaned or pledged                                                                       0            0

Available-for-sale financial assets                                                                        945.972     1.148.680
       Debt (Note 5)                                                                                       913.582     1.117.981
       Equity instruments (Note 6)                                                                          32.390        30.699
       MEMORANDUM ITEM: Loaned or pledged                                                                       0       867.269

Loans and receivables                                                                                     7.450.676    7.412.965
      Deposits with credit institutions (Note 4)                                                            176.283      267.820
      Customer loans (Note 8)                                                                             7.274.393    7.145.145
      Debt instruments                                                                                            0            0
      MEMORANDUM ITEM: Loaned or pledged                                                                         0         5.570

Held-to-maturity investments                                                                               551.380      718.322
       MEMORANDUM ITEM: Loaned or pledged                                                                       0       464.970

Adjustments to financial assets by macro-hedges (note 10)                                                        0            0
                                                                                                                 0
Hedging derivatives (note 11)                                                                               12.363       53.820

Non-current assets held for sale (note 12)                                                                 145.994      151.821

Shareholdings (note 13)                                                                                     28.666       32.490
      Associated companies                                                                                  26.695       30.530
      Multigroup Entities                                                                                    1.971        1.960

Pension-linked insurance policies (note 24)                                                                      0            0

Reinsurance assets                                                                                               0            0

Property, plant and equipment (note 14)                                                                     81.352       86.529
       Tangible fixed assets                                                                                71.632       79.617
               For own use                                                                                  71.632       79.617
               Leased out under operating leases                                                                 0            0
       Investment properties                                                                                 9.720        6.912
       MEMORANDUM ITEM: Acquired under a finance lease                                                          0             0

Intangible assets (note 15)                                                                                      3            8
       Goodwill                                                                                                  0            0
       Other intangible assets                                                                                   3            8

Tax assets                                                                                                  90.380       74.655
       Current                                                                                              29.957       31.244
       Deferred (note 34)                                                                                   60.423       43.411

Other assets (note 16)                                                                                     254.734      268.231
       Inventories                                                                                         217.170      241.712
       Other                                                                                                37.564       26.519

Total assets                                                                                              9.722.377   10.416.132

(*) Presented solely for comparison purposes




                                                                                      146
                         Annex II: Consolidated Balance Sheets Guipuzcoano Bank Group
                                                           A November 30, 2010 and December 31, 2009
In thousands of euro

Liabilities                                                                                                2010     2009 (*)

Financial liabilities held for trading                                                                   73.549     108.127
      Deposits from central banks                                                                             0           0
      Deposits from credit institutions                                                                       0           0
      Deposits from customers                                                                                 0           0
      Debt certificates including bonds                                                                       0           0
      Trading derivatives (note 7)                                                                       73.549     108.127
      Short positions in securities                                                                           0           0
      Other financial liabilities                                                                             0           0

Other financial liabilities at fair value through profit or loss                                              0           0
       Deposits from central banks                                                                            0           0
       Deposits from credit institutions                                                                      0           0
       Deposits from customers                                                                                0           0
       Debt certificates including bonds                                                                      0           0
       Subordinated liabilities                                                                               0           0
       Other financial liabilities                                                                            0           0

Financial liabilities at amortized cost                                                                8.874.136   9.502.742
      Deposits from central banks                                                                        300.517     728.818
      Deposits from credit institutions (note 18)                                                      1.195.454   1.211.787
      Customer deposits (note 19)                                                                      5.293.031   5.427.408
      Marketable debt securities (note 20)                                                             1.610.472   1.714.321
      Subordinated liabilities (note 21)                                                                 335.522     335.381
      Other financial liabilities (note 22)                                                              139.140      85.027

Adjustments to financial liabilities for macro-hedges (note 10)                                               0           0

Hedging derivatives (note 11)                                                                             2.003       2.603

Liabilities associated with assets held for sale (note 12)                                                    0           0

Insurance contract liabilities (note 23)                                                                 13.067      13.136

Provisions (note 24)                                                                                     82.809     101.951
       Provisions for pensions and similar obligations                                                   10.724      12.466
       Provisions for taxes and other legal contingencies                                                     0           0
       Provisions for contingent risks and commitments                                                    8.955      13.811
       Other provisions                                                                                  63.130      75.674

Tax liabilities                                                                                          16.578      20.209
       Current                                                                                            7.864      10.084
       Deferred (note 34)                                                                                 8.714      10.125

Other liabilities                                                                                        32.389      23.210

Total liabilities                                                                                      9.094.531   9.771.978
(*) Presented solely for comparison purposes




                                                                                 147
                        Annex II: Consolidated Balance Sheets Guipuzcoano Bank Group
                                                        A November 30, 2010 and December 31, 2009
In thousands of euro

Net Equity                                                                                              2010       2009 (*)

Shareholders' equity (note 27)                                                                       641.341       639.462
      Share capital                                                                                   37.378        37.378
              Issued                                                                                  37.378        37.378
              Less: Uncalled capital                                                                       0              0
      Share premium                                                                                  209.970       209.970
      Reserves                                                                                       388.411       375.724
              Accumulated reserves (losses)                                                          387.419       370.941
              Reserves (losses) of equity method companies                                               992          4.783
      Other capital instruments                                                                            0              0
              Equity component of equity method companies                                                  0              0
              Other equity instruments                                                                     0              0
      Less: Treasury shares                                                                                0        (7.209)
      Profit (loss) for the period attributed to the parent entity                                     5.582        28.059
      Less: Dividends and remuneration                                                                     0        (4.460)

Measurements adjustments (note 28)                                                                    (14.851)       2.605
     Available-for-sale financial assets                                                              (14.851)       2.605
     Cash flow hedges                                                                                       0            0
     Hedging for net investments in foreign operations                                                      0            0
     Exchange differences                                                                                   0            0
     Non-current assets held for sale                                                                       0            0
     Entities accounted for using the equity method                                                         0            0
     Other valuation adjustments                                                                            0            0

Minority interests (note 29)                                                                           1.356         2.087
       Valuation adjustments                                                                               0             0
       Other                                                                                           1.356         2.087

Total equity                                                                                         627.846       644.154

TOTAL EQUITY AND LIABILITIES                                                                        9.722.377    10.416.132




PRO-MEMORIA

Contingent risks (Note 30)                                                                           853.367       854.207

Contingent commitments (note 31)                                                                     724.999       806.720

(*) Presented solely for comparison purposes




                                                                              148
                                      Annex III: Ibersecurities balance sheet Holding, SA
                                                                       As of 31 December 2009

In thousands of euro

Assets                                                                                           2010

Available-for-sale financial assets                                                                90
       Equity instruments                                                                          90

Loans and receivables                                                                           24.833
      Deposits with credit Institutions                                                         24.833

Shares                                                                                          46.742
      Group entities                                                                            46.742

Taxable assets                                                                                   9.045
      Current                                                                                     9015
      Deferred                                                                                      30


Total assets                                                                                    80.710




In thousands of euro

Liabilities                                                                                      2010


Taxable liabilities                                                                                63
    Current                                                                                        16
    Deferred                                                                                       47

Other liabilities                                                                                  31

Total liabilities                                                                                  94




In thousands of euro

Net Equity                                                                                       2010

Own funds                                                                                       80.575
        Share capital                                                                           31.581
             Issued                                                                             31.581
        Reserves                                                                                48.865
        Profit (loss) for the period attributed to the parent entity                               129

Valuation adjustments                                                                              41
       Available-for-sale financial assets                                                         41


Total net equity                                                                                80.616

TOTAL NET EQUITY AND LIABILITIES                                                                80.710




                                                                             149
                       Annex IV: Ibersecurities balance sheet Sociedad de Valores, SAU
                                                                     As of 31 December 2009
In thousands of euro

Assets                                                                                         2009


Available-for-sale financial assets                                                               2
       Equity instruments                                                                         2

Loans and receivables                                                                         63.548
      Deposits with credit Institutions                                                       58.287
      Customer Credit                                                                          5.261

Tangible assets                                                                                 181
      Tangible fixed assets                                                                     181
             For own use                                                                        181

Intangible assets                                                                                17
       Other intangible assets                                                                   17

Tax assets                                                                                       70
      Deferred                                                                                   70

Other assets                                                                                     12

Total assets                                                                                  63.830




In thousands of euro

Liabilities                                                                                    2009


Financial liabilities at amortized cost                                                        1.621
      Deposits from credit institutions                                                          169
      Deposits from customers                                                                  1.278
      Other financial liabilities                                                                174


Provisions                                                                                       90
       Provisions for pensions and similar obligations                                           11
       Other provisions                                                                          79

Tax liabilities                                                                                1.766
       Current                                                                                   866
       Deferred                                                                                  900


Total liabilities                                                                              3.477




In thousands of euro

Net Equity                                                                                     2009

Own funds                                                                                     60.353
      Share capital                                                                            3.000
              Issued                                                                           3.000
      Reserves                                                                                53.308
      Profit (loss) for the period attributed to the parent entity                             4.045


Total net equity                                                                              60.353

TOTAL NET EQUITY AND LIABILITIES                                                              63.830




                                                                            150
In accordance with the specifications in Section IV.7 of the Report of the Special Commission for the promotion
of transparency and certainty in the markets and listed companies, dated January 8, 2003, José Oliu Creus,
Council President Administration, Jaime Guardiola Romo, CEO, and Thomas Muiña Varela, chief financial
officer, deputy general director, certified as to its accuracy and completeness of the consolidated financial
statements presented on this date for making the Board of Directors, stating that in these Consolidated
Financial Statements are incorporated in the statements of all subsidiaries, both nationally and internationally,
of the perimeter of consolidation in accordance with commercial law and accounting application.

These accounts that are printed on paper certified by the State of Class 8 th in the 150 pages that precede this
writing.




José Oliu Creus                                                           Jaime Guardiola Romojaro
Chairman of the Board of Directors                                        CEO




Thomas Varela Muiña
Finance Director
Deputy General Director




                                                      151
CONSOLIDATED MANAGEMENT REPORT FOR THE YEAR OF 2010

Macroeconomic
The fiscal problem in the euro area has been the focus of attention in a year when the global economy has
recovered a significant momentum, particularly into emerging countries.

The euro area has experienced a sovereign debt crisis unprecedented since the start of EMU. The origin of it is
in the substantial deterioration in public finances, derived from the expansive nature of fiscal policy in 2009
and the activation of the automatic stabilizers to the global financial and economic crisis. This situation has
been exacerbated by the lack of autonomy in terms of monetary and exchange rate policy in the euro area
countries.

Thus, the market has cast doubt on the ability of different euro zone countries to redirect their public finances
on a sustainable path. The countries of the European periphery have been most affected, because the fiscal
deterioration of which has been particularly rapid and important. Structural deficiencies and the presence of
macroeconomic imbalances in some of these countries have increased their vulnerability. Thus, credit rating
agencies have been revised downwards the rating of sovereign debt in these economies.

In this context, the recovery of international financial markets that began in 2009 and continued in the first months
of 2010 was truncated in the second quarter before the outbreak of the fiscal crisis in Greece, regarding the lack of
transparency and rigor economic authorities of that country. Thus, began a period of significant financial instability in
the euro zone, with a sharp increase in volatility and risk aversion, a notorious punishment of the peripheral bond
markets, reversals in equity markets and strong depreciatory movement of the euro. In addition, financial institutions
in some countries faced serious difficulties in raising finance in international capital markets, which triggered liquidity
problems in some of them. This period of instability was exacerbated by weaknesses in the European institutional
framework, with problems of coordination between European leaders and in the absence of a crisis resolution
mechanism sovereign. On the other hand, did not help the doubts generated on the U.S. economic recovery.

The unsustainability of the situation in Greece led his government to formally request financial support from outside
in late April. The aid program is subject to strict compliance and provides a volume of loans up to 110 billion euros in
three years, from the euro zone countries and the IMF. Moreover, the European authorities adopted in May,
measures to safeguard financial stability in the region by creating financial instruments to help countries with limited
access to capital markets. It also began to lay the groundwork for strengthening the Stability and Growth Pact, to
enhance cooperation in budgetary policies, advocate for greater vigilance with regard to macroeconomic imbalances
and move towards a permanent resolution of sovereign crisis. Moreover, different countries of the European
periphery and stepped forward its fiscal consolidation process, while introduced some structural reforms. These fiscal
measures partly explain the contrast between the significant economic recovery in core countries such as Germany
and the weakness of the peripherals. Finally, the ECB again to strengthen the provision of liquidity and initiated a
program to purchase public and private debt that has since been sterilized.




                                                           152
Since then, the situation in the debt markets in the euro area has been relatively quiet periods combined with other
special voltage, affecting ever more to the countries of the European periphery. Thus, the measures taken in May and
published in late July, the results of testing the strength of European banks helped restore confidence in markets.
Conversely, tensions emerge again in late summer in Portugal and Ireland, to the problems of Portugal in order to
restore public finances and doubts about the solvency of the Irish financial system. In the final leg of this year began
a new episode of tension in the European government bond markets, the increasingly widespread. The causes were
complex fiscal and financial situation of Ireland, the new revisions of the Greek government accounts and the
confusion created on European aid mechanisms. In this context, the end of November, Ireland requested financial
assistance from the European institutions and the IMF (85 billion euros). The aid is conditional on the
implementation of a severe fiscal adjustment process and a part of it (30 billion. Euro) will go into the financial
system.

In Spain, the public debt markets were particularly affected as of November despite meeting the fiscal targets for
2010, progress in implementing structural reforms, progress in restructuring the financial system and improvements
in terms of fiscal transparency in local authorities. Regarding economic growth, activity in Spain has stabilized, while
the unemployment rate has remained high. Moreover, the current account deficit has continued to back and the real
estate sector has continued its process of adjustment.

During this year progress has been made in the process of strengthening banking regulation. In this sense, the
adoption of the Basle Accord III, which incorporates more stringent capital requirements for financial
institutions. In Europe there have also been advances in the design of the new financial architecture, while the
U.S. has adopted financial reform aimed at improving the soundness and transparency of financial institutions.

In the above framework, the central banks of major developed countries, including the ECB, have remained
extremely accommodative policy and have continued to apply unorthodox measures. In the latter regard,
stresses the new monetary stimulus package adopted by the U.S. Federal Reserve in the final stretch of the
year in order to address the weakness of economic growth and low inflation (Quantitative Easing II). On the
other hand, some emerging countries have begun the withdrawal of the expansionary policies adopted during
the crisis of the important economic dynamism. Monetary laxity of the major developed economies and the
economic strength of emerging countries have encouraged a large inflow of capital to the latter, thereby giving
rise to geopolitical tensions, to complicate the management of monetary and exchange rate policies in
emerging countries. Countries like Brazil have interrupted the cycle of interest rate hikes previously initiated
and several emerging economies have taken steps to curb the entry of foreign capital and limit the appreciation
pressures on their currencies.

In currency markets, doubts about fiscal sustainability in the peripheral countries of the euro area have
contributed to the dollar and the pound sterling appreciated throughout the year as a rate against the euro.
During the second half, the dollar reversed its trend appreciatory to the new phase of monetary expansion in
the United States. The yen, meanwhile, has appreciated against the dollar, supported by an environment of risk
aversion globally despite the first intervention by Japanese authorities in the foreign exchange market since
2004. Finally, China's decision to leave the total stability of its currency against the dollar, established after the
onset of the global financial crisis, has allowed some relaxation of tensions in the currency markets in the final
stretch of the year.

                                                         153
For markets of long-term debt during the first three quarters, the returns maintained a downward trend on both
sides of the Atlantic. U.S. debt was supported by the doubts about the economic recovery of this country and in
anticipation of new measures of monetary expansion, while the German bond acted as a safe haven to tax
problems in the European periphery. In the final stretch of the year, however, yields in the United States and
Germany rebounded significantly from the best cyclical behavior of their economies. Finally, the spreads of euro
area countries have expanded widely to the benchmark German and significantly so in the case of peripheral,
reaching highest levels since the start of EMU.

Finally, equity markets in the United States reported progress thanks to important factors such as monetary
laxity Federal Reserve. In this sense, the Standard & Poor's 500 gained more than 20% in euros. In Europe,
however, stock markets have shown considerable differences by country. In this regard, stresses the good
performance of the German index, which rose by 16.1%, compared with rates falling as Spanish, most affected
by tax problems. Thus, the IBEX 35 fell by -17.4%. Overall, EURO STOXX 50 Index declined by -5.8%.

Balance sheet

At year end 2010, total assets of Banco Sabadell and its group total 97,099.2 million and grow by 17.2% over
year end 2009. In balance sheet at December 31, 2010 include the balances of Bank Guipuzcoano, once the
process of taking control of the bank in November 2010. Excluding balances from bank balance Guipuzcoano,
the annual increase in total assets would be 7.0%.

The gross loan portfolio of clients, not including the repurchase of assets, has a balance of 73,057.9 million
euros, compared with a balance of 65,012.8 million euros at the end of 2009 (12.4%). Highlights the growth of
home equity loans (3625.1 million) and the departure of other loans, which increased to EUR 2673.4 million.
Excluding Guipuzcoano Bank balances, the gross lending without temporary acquisition of assets grow year on
year to EUR 413.7 million (0.6%).

The NPL ratio of total investment is computable 5.01% and remains below the average for the Spanish financial
sector. The coverage is performing assets 56.65%. The ratio of mortgage collateral coverage is 112.53%.


On December 31, 2010, the balance sheet customer funds have a balance of 49,374.4 million euros,
compared with a balance of 38,131.2 million euros at the end of 2009 (29.5%). Highlighted in particular the
growth of time deposits that December 31, 2010 totaled 30,091.5 million euros (35.9%) and increased
demand accounts, which increased by 22.0 % and have a balance of 18,284.5 million euros at the same time.
Excluding Guipuzcoano Bank balances, customer funds in balance would grow by 16.0%, thanks particularly to
growth by 20.7% of deposits.
Marketable debt securities, meanwhile, totaled 19,507.5 million euros, compared with a value of 22,812.4
million euros at December 31, 2009 (-14.5%).

The assets in collective investment institutions (IIC) amounts to 8852.8 million at December 31, 2010. With
respect to the same date in 2009, shows a decrease of 3.3%, in line with market developments.

The assets of pension funds market has a balance of 3015.8 million and increased by 8.2% over fiscal 2009.

Finally, the insurance market grew by 6.4%, with a balance of 5,726.9 million euros at year-end 2010.



                                                     154
Total funds under management at year-end 2010 amounted to 95,998.2 million euros, compared to 82,247.1
million euros at December 31, 2009 (16.7%). Excluding Bank balances Guipuzcoano, the growth of managed
funds would be 6.6%.

Income and profit performance

Despite the general economic and financial environment, Banco Sabadell and his group have closed the year
2010 with a net profit of 380.0 million euros, after making allowances for bad debts, provisions of the property
portfolio and a total amount of 968.1 million euros, up 15.6% over fiscal 2009. It should mean that the 2010
income statement Banco Sabadell and his group incorporated the results of December Guipuzcoano Bank,
once the process of taking control of the bank in November 2010.

At year end 2010, net interest income totaled 1,459.1 million euros and has a variation of -8.8%, due to the
increased cost of customer funds and the rising cost of wholesale funding . These negative effects are partially
offset by the activation of floors, the margin provided by the ALCO portfolio and the ongoing management of
customer spreads.

The results of companies consolidated by the equity method amounted to 70.9 million euros, with a significant
contribution to Dexia Sabadell (21.0 million €), affiliates of insurance and pensions (16.1 million € ) and the
results provided by banks participated in Latin America (Banco del Bajio and Centro Financiero BHD), which
together provide 28.5 million €.

Net commissions reach EUR 516.5 million and EUR 5.3 million increase (1.0%) in annual terms. Particularly
noted the positive evolution of securities commissions, loan syndication and marketing of pension and
insurance funds.

Results from financial transactions totaled 204.1 million euros and include a profit of 89.0 million euros for a
swap of preferred shares and subordinated debt at the second quarter. They also include 63.0 million euros
from the sale of financial assets available for sale fixed income. Fiscal 2009 included EUR 96.8 million gain on
redemption of preference shares.

Operating expenses for the year of 2010 amounted to 1036.1 million euros, of which 22.6 million euros related
to compensation. In fiscal 2009, the compensation amounted to 86.6 million euros. In recurrent terms, without
taking into account the addition of United Bank and Banco Sabadell Guipuzcoano and the impact of the sale
and leaseback transaction in April 2010, operating expenses in 2010 remained stable in relation to the
exercise of 2009 (0.1%). The efficiency ratio, no non-recurring expenses, stands at 45.20%.

As a result of the above, the margin before provisions at the end of the fiscal year 2010 totaled 1,136.3 million
euros and -14.3% varies with the previous year.




                                                      155
Allowance for credit losses totaled 383.9 million euros compared to 192.1 million euros in the previous year.
Include a specific allocation of 679.3 million euros and, conversely, a net release of generic allocation of 315.3
million euros. It has also made provisions for property and financial assets, totaling 584.1 million euros. Among
the latter, include the allowances for impairment of the shares of Banco Comercial Português (BCP) and
Metrovacesa.

Gains on asset sales in 2010 amounted to 296.1 million euros and include a gain timely EUR 250.0 million by
a significant sale and leaseback transaction conducted in April 2010, which sold 378 property.

Net profit attributable to group is 380.0 million euros versus 522.5 million euros in fiscal 2009. Tier l The ratio
stood at 9.36% versus 9.10% at the end of last year. The core capital, meanwhile, stood at 8.20%, up from
7.66% in 2009.

Branch network

Banco Sabadell has ended 2010 with a network of 1467 offices, 253 more than December 31, 2009. This
increase of 253 offices is largely given by the incorporation of the branch network of Banco Guipuzcoano,
namely 246.

The total branch network of Banco Sabadell and its Group, 905 offices operating under the brand
SabadellAtlántico (50 companies specializing in banking and specialized in corporate banking 2) 179, such as
Banco Herrero in Asturias and Leon (with 5 banking companies), 14, as Banco Urquijo, 83 correspond to
remaining 38 Solbank and shape the international network, of which 20 belong to the network of United Bank
Sabadell. This network of bank branches must be added the 2 active sites belonging to customer service
ActivoBank, as well as the aforementioned 246's built offices Guipuzcoano Bank.

Business results

Commercial banking

In thousands of euro

                                                                                                        % change)
                                                                     2010                2009          interannual

Interest margin                                                  1.212.681          1.413.446               (14,2)

Net fees and commissions                                          401.080             409.242                (2,0)
Other income                                                        39.739             45.230               (12,1)
Gross income                                                     1.653.500          1.867.918               (11,5)

Operating expense                                                 (862.942)          (852.952)                1,2
Operating Margin                                                   790.558          1.014.966               (22,1)

Losses due to impairment of assets                                (402.996)          (456.151)              (11,7)
Profit before tax                                                  387.562            558.815               (30,6)

Ratios (%):
ROE                                                                 11,7%               16,7%
Efficiency                                                          50,1%               43,9%
Delinquency Ratio                                                     5,0%               4,1%
Questionable coverage ratio                                         51,8%               88,3%

Volumes of customers (million)
Lending investment                                                  50.179             50.394                (0,4)
RESOURCES                                                           46.031             41.563                10,7
VALUES                                                               6.422              6.854                (6,3)

Other data
Employees                                                            6.535              6.583                (0,7)
National Offices                                                     1.167              1.174                (0,6)



                                                       156
The business line of greater weight is retail banking, which focuses on the provision of financial products and
services to large and medium enterprises, SMEs and businesses, individuals, private banking, retail and mass
markets, and collective non-residents professionals with a degree of specialization that allows personalized
attention to their customers based on their needs, either through an expert staff of multi-branch network or
through authorized channels to facilitate the relationship and remote operation .

In a difficult environment, strong commercial activity in 2010, focused primarily on customer acquisition and
deposits allowed to increase the market shares of the bank.

In 2010, net interest income attributable to commercial banks stood at 1212.7 million and profit before tax
totaled 387.6 million euros. The ratio ROE stood at 11.7% and the efficiency ratio at 50.1%. Turnover
amounted to 50.179 million euros investment credit and EUR 46.031 million of managed resources.

Corporate Banking and Global Business

Global Corporate and Business Banking provides products and services to corporations and domestic and
international financial institutions, bringing together international business activities, Consumer Finance,
Capital Development, Treasury and Capital Markets, Corporate Finance and Structured Finance.

Corporate Banking

In 2010, Corporate Banking continued high levels of activity allowed to increase gross margin by 8.1%, with a
maximum requirement of rigor in the granting of loans, both at risk and price.

Banco Sabadell continued as one of the main bodies active in this market segment, using the lowest presence
of other entities, both domestic and foreign, and thus strengthen the position of the group from the segment of
large corporations. This increased presence of the bank was possible by both the liquidity situation as having
the capacity to offer a comprehensive financial offer adapted to our customers through direct presence in
Madrid, Barcelona, London, Paris and Miami. Proof of this was getting almost 20% of revenues outside of
Spain.




                                                      157
In thousands of euro

                                                                                                       % change)
                                                                    2010               2009           interannual

Interest margin                                                  151.718            151.303                  0,3

Net fees and commissions                                          50.569              38.301                32,0
Other income                                                      11.845              8.421                 40,7
Gross income                                                     214.132            198.025                  8,1

Operating expense                                                (27.716)           (25.771)                 7,5
Operating Margin                                                 186.416            172.254                  8,2

Losses due to impairment of assets                                (55.365)           (94.437)              (41,4)
Other results                                                          0                   0                 0,0
Profit before tax                                                131.051              77.817                68,4

Ratios (%):
ROE                                                                11,4%                6,7%
Efficiency                                                         12,8%              12,8%
Delinquency Ratio                                                   1,0%                0,8%
Questionable coverage ratio                                       113,2%             223,2%

Volumes of customers (million)
Lending investment                                                10.513              10.779                (2,5)
RESOURCES                                                          4.282               4.220                 1,5
VALUES                                                              1.106              1.357               (18,5)

Other data
Employees                                                              89                95                 (6,3)
National Offices                                                        2                  2                 0,0
Branches abroad                                                         2                  2                 0,0


In 2010, net interest income stood at 151.7 million euros, while gross margin rose to 214.1 million euros, an
increase of 8.1% over 2009. Profit before tax stood at 131.1 million euros, an increase of 68.4% over the
previous year due to lower asset impairment losses.

Banco Urquijo
Banco Urquijo is one of the banks with more tradition and prestige of the Spanish financial market, which today
has become one of the best private banking Spanish banks, thanks to continued capacity to adapt to the
changing financial environment, demonstrated along its 130-year history.

Merit recognized by the prestigious business journal Euromoney, which awarded the second consecutive year
Banco Urquijo the award for Best Local Private Bank and first place in ten categories of award. Likewise, the
publication included Banco Urquijo in the ranking of the top rated private banks specialized international level.

The award confirms the leadership of Banco Urquijo and the institution's commitment to excellence in service,
professionalism and value creation through maximum customer profitability as the main objective. In fact, the
Euromoney award joined other awards, including the award of financial newspaper Expansion to Banco Urquijo
for Best Funds Portfolio Management conservative profile in 2010.

Banco Urquijo has a network of 14 offices spread across the major financial centers of the country and a team
of 219 professionals who ensure customer management and not just for the customer.




                                                      158
In thousands of euro

                                                                                                    % change)
                                                                    2010               2009        interannual

Interest margin                                                   26.888             26.146                2,8

Net fees and commissions                                          19.173             19.633              (2,3)
Other income                                                       3.503              4.810             (27,2)
Gross income                                                      49.564             50.589              (2,0)

Operating expense                                                 (35.029)           (36.360)            (3,7)
Operating Margin                                                   14.535             14.229              2,2

Depreciation provisions (net)                                        (125)               923                 --
Losses due to impairment of assets                                   (191)            (1.664)           (88,5)
Other results                                                       (466)              (148)            214,9
Profit before tax                                                 13.753             13.340               3,1

Ratios (%):
ROE                                                                 4,6%               5,6%
Efficiency                                                         59,7%              61,7%
Delinquency Ratio                                                   2,3%               0,9%
Questionable loan coverage ratio                                   79,6%             158,5%

Volumes of customers (million Euros)
Lending investment                                                 1.029              1.078              (4,5)
RESOURCES                                                          3.252              3.818             (14,8)
VALUES                                                             5.146              5.503              (6,5)

Other data
Employees                                                            219                240              (8,8)
National Offices                                                      14                 14                0,0


Despite the economic and financial situation nationally and internationally, the turnover of Banco Urquijo
reached 9.427 million euros at December 31, 2010, with total managed assets and customer deposits of EUR
8.398 million and credits by 1029 million, with significant cost containment exercise and a low default rate.

Profit before tax amounts to about 13.8 million euros, 3.1% higher than last year.

With regard to asset management, Banco Urquijo SICAVs 147 markets, which are managed through
Management Urquijo SGIIC with a volume of 1,100 million Euros which makes SGIIC Management Urquijo,
Spain's third manager of Investment Companies by volume.

Management policy throughout 2010 combined profitability and social responsibility in order to continue
advancing in the Banco Urquijo commitment is to the environment and society. For this reason, Banco Urquijo
has an agreement of collaboration with the Beings and the Loyalty Foundation, through which it receives advice
on everything related to ethical and socially responsible investment and social action activities that
complement the actions carried out from Banco Sabadell.


                                                      159
Banco Urquijo was the first bank to launch joint Spanish and maintains an investment company a leading
position among financial institutions that manage socially responsible products, the bank has two UCITS ethical
and solidarity: Urquijo Cooperation for Development Investment Sicav FI Urquijo.

The corporate social responsibility actions are guided by an Ethics Committee, that during the early
development of successful volunteer programs solidarity among employees of the company, in collaboration
with foundations Spain Junior Achievement, Red Cross and the Food Bank.

Investment Product and Analysis

Banco Sabadell has a team of professionals to develop the roles of management and investment management
on behalf of clients, the selection of product solutions for saving and investment and analysis, setting and
publishing investment recommendations and the functions of managers of collective investment institutions.

In thousands of euro

                                                                                                     % change)
                                                                   2010               2009          interannual

Gross income                                                     30.337             35.101               (13,6)

Operating expense                                                (18.042)          (17.373)                3,9
Operating Margin                                                 12.295             17.728               (30,6)

Other results                                                        (13)                0                   --
Profit before tax                                                12.282             17.728               (30,7)

Ratios (%):
ROE                                                               31,4%              34,3%
Efficiency                                                        59,5%              49,5%

Volumes of customers (million)
Assets under management in IIC                                    6.818              8.239               (17,2)
Total assets including marketed non- managed IIC
                                                                  8.202              9.151               (10,4)

Other data
Employees                                                           145                144                 0,7
National Offices                                                       0                 0                   --


The Asset Management business, framed on the roles of managers of collective investment institutions,
includes the asset management activities and marketing and administration of collective investment
institutions (IIC), as well as investment management other businesses that Banco Sabadell also invest in asset
portfolios.

At the end of 2010, the assets managed by the investment fund industry under Spanish law including real
estate funds, reached the amount of 144,203.1 million euros, 15.0% lower than the previous year. With
respect to net redemptions in the funds of a financial investment in 2010 amounted to 23,888.9 million euros.

Banco Sabadell is set at the end of the year with assets under management in funds under Spanish law of
5334.7 million euros, 19.6% lower than last year. This decrease is due solely to asset flow refunds, with the
bond funds that had the largest flow of net repayments to 991.9 million euros, 76.4% of the total.

During the year the offering was active in issuing guarantees guaranteed funds revaluation of guaranteed six
funds totaling 375 million euros at December 31, 2010. At year end, the set of guaranteed funds accounted for
1,729.3 million euros of assets, 14% less than at the end of 2009. The weight of guaranteed funds in all
investment funds of a financial nature under Spanish law under management rose to 40.1% from 35.8% last
year.




                                                     160
Sabadell BS Inmobiliario, FII, released in early 2004, ended the year with assets of EUR 1,022.4 million and
13,788 participants, 6.1% more than at the end of last year, and remains the financial instrument investment
in real estate assets of reference in the Spanish market.


In 2010, investment funds of Banco Sabadell continued to receive prominent recognition. The rating agency
and Analysis of Investment Funds Standard & Poor's has distinguished Sabadell BS Spain Dividend, FI and
Sabadell BS U.S. Stock, FI by the consistency of results over the past 5 years, which explains the continuity of
qualitative rating of A . This rating agency also reviewed and confirmed the rating of the high quality of
management of investment funds had already qualitative rating. In total, there are seven BanSabadell
Investment funds managed by qualified and high quality. Two investment funds in bonds, three stock mutual
funds and two investment funds earn high marks mixed qualitative Qualitative Rating management.
BanSabadell investment is again the management company leader in the number of funds ranked and get 58%
of the ratings qualitative granted by Standard & Poor's for the full range of investment funds under Spanish law,
improving to 52% in 2009.


In 2010, six materialized fusion processes involve the absorption of five funds, other investment in the same
specialty in the interests of members, and three fund. On the other hand a fund of fixed income investment. At
year-end were 242 collective investment institutions managed Spanish law between BanSabadell Investment
SA, SGIIC Sole Proprietorship (96) and Urquijo Gestión, SASGIIC (146).

Research and development

In 2010, we continued with projects to increase operational efficiency of the organization, giving the bank
assets and capabilities needed to undertake the expected growth in the new plan CREA. The implementation of
tools to increase business productivity and build trade capacity generated as a result of the reduction of
administrative tasks in offices, will provide adequate service to the new volume of customers expected.

To enhance the business orientation and selling, also designed the new corporate desktop Proteus 3.0., Which
integrate into a single front to all the systems and tools used in the office. The new front, whose deployment
was in 2011, also enhances the usability of systems and reduces maintenance costs.

Additionally, the stakes include channels in terms of renewal of cash and office equipment, implementation of
initiatives to achieve a paperless office (Glass-scanning and electronic signature devices), improvements in the
various web portals trademarks and incorporation of new transactional services, improving the BS Mobile portal
and the process of transformation of the contact center into a true Office Direct, which will further enhance the
efficiency of the entity and the continuation of the Trade, which represents the transformation of our cash
room.

Finally, the integration of United Bank Sabadell and the beginning of the process of integration of Banco
Guipuzcoano represent another lever to improve efficiency. The capacity to undertake these processes
successfully and in record time, make the Banco Sabadell in a recognized reference in the financial sector
mergers.

                                                      161
Perspectives

In 2010, the bank focused its efforts on consolidating the transformation process Optima'10. This process of
transformation of the operational and commercial bank has provided the means and capabilities needed to
tackle the expected growth in the new plan CREA. The new operating model, organizational and technology
developed allows to scale the business model to offer a quality service to the volume of customers expected in
the coming years.

Risk management

In footnote 36 of the report includes a comprehensive overview of risk management at Banco Sabadell.

Information Customer Service

The Customer Service is located in the line of control of the organizational structure of the group Banco
Sabadell and its owner, who is appointed by the Board of Directors, is subordinate to the comptroller general.
Its functions are to process and resolve complaints and claims from customers and users of financial services
group, which relate to their interests and legally recognized rights arising from contracts, the rules of
transparency and customer protection or good financial practices and customs.

In addition to its core business, the Customer Care service also provides assistance and information to
customers and users are no complaints or grievances, according to the Ministry of Economy Order 734/2004,
dated 11 March and the Regulations for the Protection of Customers and Users Financial Banco Sabadell. In
this chapter, the Service has handled 810 requests for assistance and information during the year 2010
compared to the 954 served in 2009.

The average response time to complaints and claims in cases of high complexity has been of 34.11 days
(39.30 in 2009), decreasing to 10.48 days (16.63 in 2009) in cases of average complexity and 5.92 days in
cases of low complexity (9.85 in 2009). This compared to 60 days of expected response, as the deadline, the
said Order of the Ministry of Economy and Regulations for the Protection of Customers and Users of Financial
Institution.

In the annual report published by the Claims Service Bank of Spain for the year 2009, Banco Sabadell bank remains
the best-ratio (number of complaints / million euros of turnover) of complaints processed in the Bank Spain.

Cases dealt
During 2010, the Customer Service has received 3.146asuntos (3,064 in 2009), which have been declared
admissible 3092 (2991 in 2009), in accordance with the provisions of the Order of the Ministry of Economics
734 / 2004 of 11 March 3184 and has managed (3,006 in 2009), of which 50% were complaints and claims
50% (42% in 2009). At 31 December 2010 were 186 unresolved cases (224 in 2009).

Of the total complaints and claims handled by Customer Service, 23% were decided with a favorable resolution
to the client or user (25 in 2009), 3% were resolved by agreement with the client or user (1% in 2009), 10%
partial resolution was issued to the client or user (9% in 2009) and the remaining 64% are resolved in favor of
the entity (65% in 2009).




                                                      162
Ombudsman and Participants
The group has the figure of the Ombudsman and the Participant, Esteban role Mompart Mary Faus.

The Ombudsman and the Participant has jurisdiction to resolve claims that arise customers and users in the
group Banco Sabadell, both first and second instance, and to resolve issues that are transferred by the
Customer Service .

The Ombudsman and the Participant has received 429 complaints directly (401 in 2009) and 74 have been
transferred by the Customer Service (48 in 2009). Of the 503 complaints received (449 in 2009) 17 have been
withdrawn by the clients and the Ombudsman has dealt with and resolved 440 (441 in 2009), missing 44% of
them in favor of the group (55% in 2009) and 5% to the client (21% in 2009). The rest of cases handled and
resolved, the bank agreed to the request in 26% of cases (3% in 2009), 17% were ruled partially in favor of our
institution (17% in 2009), in a 1% (2% in 2009) the Banking Ombudsman has been inhibited by lack of
competition (without prejudice to the claimant's option to play their claim in other instances) and 7% of cases
were resolved by agreement with the client or user (2% in 2009).

Bank of Spain, CNMV and Department of Insurance and Pension Plans
Under current legislation, customers and users can submit their complaints and claims before the Claims
Service of the Bank of Spain, the CNMV and with the Directorate General of Insurance and Pension Plans.
Anyway, it is required that previously have been directed to the entity to resolve the conflict.

Corporate Governance

In accordance with the provisions of Article 116 of the Securities Market Law, the Banco Sabadell Group has
prepared the Annual Report on Corporate Governance for the year of 2010 (which is part of this Management
Report and attached as a separate document ) with the levels set by the Order ECO 3722/2003 of 26
December and Circular 4 / 2007 of 27 December of the National Securities Market, and which includes a
section that refers to the degree of bank monitoring of corporate governance recommendations in Spain.

All information required by section 117 of the Securities Exchange Act, as amended by Law 26/2003 of July
17, and the Order ECO 3722/2003 of 26 December is accessible through the website of Banco Sabadell in the
direction www.bancsabadell.com in the Corporate Governance section.

Additional information for listed companies

Capital Structure
Bank structure, with, where appropriate, for different classes of shares and, for each class of shares, the rights
and obligations as well as the percentage of social capital they represent, are detailed in note 27 of the
memory .



                                                      163
Restrictions on the transferability of the shares and shareholder agreements
Article 30 of the bank's bylaws provides that the shares of the same are freely transferable.

On July 27, 2006, signed a shareholder agreement among certain shareholders of the bank aimed at regulating
the system of restrictions on the free transferability of shares of the bank who hold, directly or indirectly. In the
above covenant in clause 2.2 states: "Notwithstanding the provisions of the Articles of Association in the matter
and the provisions in clause 2.1 above for free transmissions, and the compulsory performance of any
agreement, shareholders agree not to sell, transfer, assign, transfer, or in any way dispose of or encumber the
ownership of shares or ownership of the political or economic rights inherent to them, without granting the
other a preferential right of acquisition on those actions they wish to transmit. "

The agreed term of the agreement is ten years, renewable for automatic renewal for five years.

Significant interests in the capital and restrictions on voting rights
Significant holdings in the capital of Banco Sabadell, as well as restrictions on voting rights, are detailed in note
27 of the memory.

Rules governing the appointment and replacement of members of the board
As stated in the bylaws of the bank, the Board of Directors shall consist of a maximum of 15 and a minimum of
11 members appointed by the Shareholders General Meeting, which shall serve for five years and may be re-
elected being relieved of providing guarantees, except the one set forth in Article 54 of the bylaws, and perform
their duties with the diligence of a businessman and a loyal representative and must keep secret the
confidential information known to them same performance, even after leaving office.

Completed 70 years of age, the directors may exhaust the mandate for which they were appointed and may not
be reelected.

Vacancies on the Board of Directors shall be filled at the AGM, unless the Board of Directors, in the interest of
the state, invoking the provisions of section 244 of the Companies Act Capital.

The actions are grouped in the manner and conditions laid down in Article 243 of the Companies Act Capital
will be entitled to appoint administrators concerned.

The separation of the directors may be granted at any time by the General Meeting.

The office of director is compatible with any other office or function in society.

The Council may submit to the General Meeting of Shareholders the appointment of directors' fees for those
managers who have left the position because of age or do not volunteer for re-election.

The directors' fees, if invited, may attend Council meetings with voice but no vote.

The appointment of directors is effective from the time of acceptance.

Rules applicable to the amendment of the Articles of Association
The amendment to the statutes of the bank must be approved by the General Meeting and shall require the
concurrence of the following requirements:

a)     The directors or, where appropriate, shareholders proponents prepare a written report with the
       justification of it.

b)     To be expressed in the call with sufficient clarity the ends to be modified.


                                                        164
c)    That the notice of meeting stating the law that applies to all shareholders at the registered office review
      the full text of the proposed amendment and report on it and request the delivery or free shipping of the
      documents.

d)    That the agreement be adopted by the Board in accordance with the provisions of Article 41 or 44 of the
      bylaws.

Any amendment of the articles involving new obligations to shareholders must be taken with the consent of
those affected.

Powers of members of the Board of Directors and, in particular those relating to the issue or repurchase shares
Article 58 of the statutes of the bank provides that, except in matters reserved to the jurisdiction of the General
Board, the Board of Directors is the highest decision making body of the company, as it is entrusted, legal and
statutory, management and representation society.

The Board of Directors of the bank, under the statutes and the resolutions of the General, representing the
company and the binding agreements. The Board of Directors to carry out the acts are necessary for the pursuit
of social order the statutes of the bank.

Notwithstanding the foregoing, the Board is set up primarily as a tool for monitoring and control by delegating
the management of ordinary business of the company on behalf of the executive and management team.

May not be delegated those powers reserved by law or statute direct knowledge of the Council or those
necessary for the responsible exercise of general supervisory duties.

Specifically, for a better and more diligent performance of its supervisory function, the Council is obliged to
directly exercise the following responsibilities:

a)    Adoption of the strategies of the company.

b)    Appointment and, where appropriate, removal of the top managers of the company and other entities
      comprising the consolidated group.

c)    Appointment and, if necessary, dismissal of managers in different subsidiaries.

d)    Identification of major risks to the company and implementation and monitoring of internal control
      systems and information systems.

e)    Identification of information and communication policy with shareholders, markets and public opinion.

f)    Fixing the treasury policy within the framework, where appropriate, determine the Annual General
      Meeting.

                                                       165
g)    Authorization of transactions between the company and directors and significant shareholders who may
      present a conflict of interest.

h)    In general, the decision business or financial operations of particular importance for the company.

Agreements between the company and its directors and management that provide for compensation for
termination of employment
There are contracts with terms of guarantee or protection for cases of dismissal or changes of control for
members of senior management, which represent 2 per year for fixed compensation in addition to the legally
established in the Collective Agreement and Banking Text of the Law on the Statute of Workers.

Other information
As for acquisitions of shares and subsequent events, see the notes from memory 27 and 43, respectively.




                                                     166
                  ANNUAL REPORT ON CORPORATE
                  GOVERNANCE




                        LISTED COMPANIES




                     OF ISSUER




FINANCIAL YEAR END DATE: 31/12/2010


CIF: A-08000143


Corporate name: BANCO DE Sabadell, SA
167
       MODEL OF CORPORATE GOVERNANCE ANNUAL REPORT OF CORPORATIONS
                             LISTED COMPANIES




To better understand the model and subsequent preparation, please read the instructions for completing
the form at the end of this report.



A - OWNERSHIP STRUCTURE

      Complete the following table A.1 on the social capital of society


             Last Date                                                Number of shares           Number of
                                      Social Capital (euros)              outstanding
            modification                                                                         voting rights
                10/11/2010                  157.953.854,25                  1.263.630.834              1.579.538


      Indicate whether different classes of shares with different rights:

                         NO


      A.2 Details of the direct and indirect shareholdings in the company at the close of fiscal year, excluding
      directors:



                                                         Number of           Number of             % Of total
              Name or business name of
                                                        voting rights       voting rights           rights
                    shareholder
                                                           direct            Indirect (*)            vote
       Banco Comercial Português, SA                               7.237               77.461               5,362
       HEMISPHERE INVESTMENTS, SL                                      0               79.050               5,005
       FAMOL INVESTMENTS, SL                                      77.944                    0               4,935




                                                       Through: Name or                                  % On
                                                                                  Number of
         Name or business name of                       Corporate Name                                   Total
         of indirect participation                     direct shareholder        voting rights           rights
                                                            holdings                direct                vote

                                                     DO WE THINK FARM
       Banco Comercial Português, SA              BCP GROUP                               77.461                 4,904

       HEMISPHERE INVESTMENTS, SL                 JAIPUR INVESTMENT, SL                   79.050                 5,005




                                                         168
Indicate movements in the shareholding structure during the financial year:




  Name or corporate name
                                     Date of operation               Description of operation
         Shareholder

BLACKROCK INC.                       19/03/2010              You have exceeded the 3% of share capital

BLACKROCK INC.                       02/07/2010              It has fallen from 3% of share capital

BLACKROCK INC.                       06/07/2010              You have exceeded the 3% of share capital

BLACKROCK INC.                       31/08/2010              It has fallen from 3% of share capital

         COMMERCI
BANK     AL       PORTUGUES, 22/11/2010                      It has fallen 5% of capital
SA
         COMMERCI
BANK     AL       PORTUGUES, 23/11/2010                      It has exceeded 5% of share capital
SA
         COMMERCI
BANK     AL       PORTUGUES, 24/11/2010                      It has fallen 5% of share capital
SA
         COMMERCI
BANK     AL       PORTUGUES, 25/11/2010                      It has exceeded 5% of share capital
SA
DO GROUP FOUNDED TO THINK            22/11/2010              It has fallen 5% of share capital
BCP
FAMOL INVESTMENTS, SL                10/11/2010              It has fallen 5% of share capital
169
A.3 Complete the following tables on members of the Board of Directors of the Company who have voting
rights in the shares of the company:



Name or corporate name            Number of voting rights   Number of rights          % Of total
        Advisor                       direct voting         indirect voting (*)      voting rights


DON JOSE Oliu Creus                       1.018                     4.075               0,322


DON Andic ERMAY ISAK                        10                     85.596                5,42

DON         JOSE MANUEL LARA
                                           528                       455                0,062
BOSCH
DON JOSE JAVIER ECHENIQUE
                                            14                        0                 0,001
Landiribar
DON       JAIME     GUARDIOLA
                                            85                        85                0,011
Romo
DON CARLOS JORGE RAMALHO
                                            10                        0                 0,001
DOS SANTOS FERREIRA

Don Francesco FORESTS HOME                1.161                       0                 0,074

        HECTO
DON     R                 MARY
                                            53                       390                0,028
MORENO Colonques

DON LLONCH JOAN ANDREU                    1.376                       0                 0,087

JOAQUIN FOLCH-RUSIÑOL
                                         15.588                       0                 0,987
Corach
DON       JOSEPH   PERMANYER
                                           914                       784                0,107
Cunillera
DON JOSE RAMON MARTINEZ
                                           419                        0                 0,027
SUFRATEGUI
DONA MARIA TERESA GARCIA-
                                            22                        0                 0,001
LLOVERAS MILÀ

DON MIGUEL ROVIRA BOSSES                   944                       571                0,096

DONA       SOL         Daurella
                                            10                      8.199               0,520
MIDWIFE




                                             170
                 Name or                    Through: Name or              Number of
                                                                                               % Of total
            of indirect social              corporate name of                rights
                                                                                            voting rights
              participation                 direct participation         direct voting

     DON Andic ERMAY ISAK            MAJOR VENT, SL UNIPERSONAL                  85.596            5,419




            % Of total voting rights held by the Board of Directors                                7,743


    Complete the following tables on members of the Board of Directors of the Company who hold stock
    options in the company:




    A.4 Indicate any relationships of family, commercial, contractual or corporate relationships between
    owners of significant shareholdings, as they are known by the company, unless they are of little
    relevance or ensuing from ordinary or ordinary course of business:


Here for:
Corporate
Brief description:
SHAREHOLDER EQUITY FAMOL, SL

                           Name or company name
     HEMISPHERE INVESTMENTS, SL



Here for:
Corporate
Brief description:
ENTER VIA THE HEMISPHERE INVESTMENTS, SL

                                   Name or company name
     FAMOL INVESTMENTS, SL




                                                    171
    A.5 Describe, if applicable, the commercial, contractual or corporate relationships between owners of
    significant shareholdings and the company and / or its group, unless they are of little relevance or
    ensuing from ordinary business or trade:




    A.6 Indicate whether the company reported agreements that affect them as laid down in Art. 112 of the
    Securities. If any, provide a brief description and list the shareholders bound by the pact:

                         SI


% Of capital affected:
0
Brief description of the agreement:
Signed on 27/07/2006 in order to establish a regime of restrictions on the free transferability of shares in
the company.


                                  Involved in the shareholder agreement
     DON HECTOR MORENO MARY Colonques
     DON MIGUEL ROVIRA BOSSES
     DON JOSE Oliu Creus
     DON Andic ERMAY ISAK
     DON JOSE MANUEL LARA BOSCH
     JOAQUIN FOLCH-RUSIÑOL Corach




        Indicate whether the company is aware of concerted actions among its shareholders. Where
        appropriate, briefly describe:

                         NO


    State below any change in or termination of such pacts or agreements or share pacts during the year:




    A.7 Indicate whether any natural or legal person exercises or may exercise control over the company in
    accordance with Article 4 of the Securities Exchange Act. If so, indicate them:

                         NO


    A.8 Complete the following tables on the company's treasury stock:




        At the close of the financial year:




                                                    172
                                   Number of shares outstanding
               Number of shares                                                 % Total social capital
                                          indirectly (*)
                       7.679.200                                 0                                   0,608


   (*) Through:


                              Total                                                               0
   Describe any significant changes, in accordance with the provisions of Royal Decree 1362/2007,
   during the year:


      Date of                        Total direct action           Total shares                  Total%
   communication                      acquired                   acquired indirect         capital stock
     18/01/2010                            12.652.485                                0              1,054
     16/02/2010                            12.042.178                                0              1,004
     25/03/2010                            12.787.191                                0              1,066
     28/04/2010                            13.899.751                                0              1,158
     20/05/2010                            12.022.069                                0              1,002
     09/06/2010                            12.995.331                                0              1,083
     16/07/2010                            12.068.248                                0              1,006
     23/08/2010                            12.442.079                                0              1,037
     04/10/2010                            12.046.745                                0              1,004
     17/11/2010                            11.570.510                   1.401.690                   1,027
     14/12/2010                            11.220.243                   1.494.229                   1,006


Gain / (Loss) on disposal of treasury shares during the period
                                                                                                    7.716
(Thousands of euro)




A.9 conditions and within the existing mandate of the Board to Board of Directors for
carry out acquisitions or transfers of shares.



   The Annual General Meeting of Shareholders of Banco Sabadell, SA held on second call on 19
   March
   2009, in his fifth point of the agenda, authorized the Board of Directors as follows:


                                                 173
Leaving no effect''the resolution adopted by the General Meeting of March 27, 2008 in what is not
executed, to authorize the Company to, directly or through any of its subsidiaries, and for a
maximum period of eighteen months the timing of this Board, may acquire, at any time and as often
as it considers appropriate, shares of Banco de Sabadell, SA by any means permitted by law,
including from benefits of exercise and / or reserves freely available, as well as they can
subsequently sell or redeem them, or where appropriate, give them to workers as part of their
compensation, all in accordance with Article 75 and the Corporations Act. " '

Approve the limits or requirements of these acquisitions, which will be detailed below:

- The nominal value of shares acquired, added to those already held by the Bank and its
subsidiaries, shall not exceed, at any time, five percent of the share capital of Banco de Sabadell,
SA, respecting in any case the limitations for the purchase of own shares by the regulatory
authorities in the markets where the shares of Banco de Sabadell, SA is admitted to trading.
- Which can be fitted in the liabilities of the Company reserve equal to the amount of the treasury
shares as an asset. This reserve must be maintained until the shares are sold or redeemed.
- The shares acquired shall be fully paid.


- That the acquisition price is not less than nominal nor more than 20 percent to the market price or
any other by being valued the shares at the date of acquisition. The acquisitions of own shares shall
comply with the rules and practices of the securities markets.

The Annual General Meeting of Shareholders of Banco Sabadell, SA held on second call on 25
March
2010, in his ninth point agenda, authorized the Board of Directors as follows:

Leaving no effect''the resolution adopted by the General Meeting of March 19, 2009 in what is not
executed, to authorize the Company to, directly or through any of its subsidiaries, and for a
maximum period of five years from the timing of this Board, may acquire, at any time and as often
as it considers appropriate, shares of Banco de Sabadell, SA by any means permitted by law,
including from benefits of exercise and / or reserves freely available, as well as they can
subsequently sell or redeem them, or where appropriate, give them to workers as part of their
compensation, all in accordance with Article 75 and the Corporations Act. " '

Approve the limits or requirements of these acquisitions, which will be
detailed below:




                                             174
   - The nominal value of the purchased shares directly or indirectly, adding to those already held by
   the Bank and its subsidiaries, shall not exceed, at any time, ten percent of the share capital of
   Banco de Sabadell, SA, in full respect If the limits for the purchase of own shares by the regulatory
   authorities in the markets where the shares of Banco de Sabadell, SA is admitted to trading.
   - Which can be fitted in the liabilities of the Company reserve equal to the amount of the treasury
   shares as an asset. This reserve must be maintained until the shares are sold or redeemed.
   - The shares acquired shall be fully paid.
   - That the acquisition price is not less than nominal nor more than 20 percent of the value of
   contribution or any other by being valued the shares at the date of acquisition. The acquisitions of
   own shares shall comply with the rules and practices of the securities markets.


A.10 Indicate, where appropriate, legal and statutory restrictions on the exercise of voting rights, and
restrictions on the acquisition or transfer of shares in the capital. Indicate the legal and bylaw
restrictions, if any, on the exercising of voting rights:

                  NO


         Maximum percentage of voting rights a shareholder may exercise
                               legal restriction                                                         0


   Indicate whether or not there are legal and bylaw restrictions on the exercising
   of voting rights:

                  SI



          Maximum percentage of voting rights a shareholder may exercise
                            a statutory restriction                                                 10,000




                                                   175
      Describe any legal and bylaw restrictions on the exercising of voting rights

 The exercise of voting rights is limited by Article 40 of the Laws in force to safeguard the rights of
 small shareholders

 The maximum number of votes that a shareholder may cast is 10 100 of the votes cast at the
 General Meeting in question, regardless of the number of shares held. The above limitation shall
 not apply in the event that, under the provisions of applicable law, the Deposit Guarantee Fund for
 Banking Institutions to acquire a stake of more than 10 per 100 of capital.

 In determining the maximum number of votes that each shareholder is only those shares that each
 held, not including those belonging to other shareholders who have appointed former
 representation, without prejudice to apply equally to each of the shareholders represented the
 same percentage limit of 10 per 100.

 The limitation set forth in the preceding paragraphs shall also apply to the number of votes, at most,
 may issue, together or separately, two or more companies belonging to the same group of entities,
 and the number of votes than may issue a natural or legal person shareholder and the entity or
 entities, are also shareholders, which it controls directly or indirectly.

 For the purposes stated in the paragraph above, to consider the existence of a group of entities as
 well as control the situations listed above, are generally subject to the provisions of Article 4 of the
 Securities Exchange Act. Subject to the limitations of the voting rights described above, all shares
 represented at the Meeting shall be computed for determining the quorum in the constitution of the
 Board, notwithstanding that at the time of voting shall apply to such actions limit of 10 100
 establishments in this article.




   Indicate whether there are legal restrictions on the purchase or sale of shares in the capital:

                 SI


Describe the legal restrictions on the purchase or sale of ownership interests in capital stock

Art. 57, 58 and 60 of Law 26/1988 of July 29, on Discipline and Intervention of Credit Institutions (as
amended by Law 5 / 2009 of June 29, 2009), establishing the requirement to obtain non- Bank of
Spain's opposition when seeking to acquire a stake in a bank less than 10 percent of its capital, or
other higher percentages expressly indicated.




A.11 Indicate whether the General Board has agreed to take measures to neutralize an offer
takeover under the provisions of Law 6 / 2007.

                 NO
   In your case, explain the measures adopted and the terms on which will occur
   inefficiency of the restrictions:

                                                176
B - MANAGEMENT STRUCTURE OF THE COMPANY


     B.1 Board

     B.1.1 Describe the maximum and minimum number of directors under the bylaws:



     Maximum number of directors                                                                   15

     Minimum number of directors                                                                   11



     B.1.2 Complete the following table with the members of the Council:



         Name or        Representative      Position in       F. First     F. Latest   Procedure
          name                               board           Name me       Name me      election
          social
                                                                                 VOTING
     DON JOSE Oliu
                          --             CHAIRMAN          29/03/1990 25/03/2010 BOARD
     CREUS
                                                                                 SHAREHOLDERS
                                         DEPUTY                                  VOTING
     DON Isak Andic       --             CHAIRMAN          22/12/2005 27/04/2006 BOARD
     ERMAY                               1º                                      SHAREHOLDERS
     DON JOSÉ                            DEPUTY                                  VOTING
     MANUEL LARA          --             CHAIRMAN          24/04/2003 27/03/2008 BOARD
     BOSCH                               2º                                      SHAREHOLDERS
     DON JOSE JAVIER                     DEPUTY                                  VOTING
     ECHENIQUE            --             CHAIRMAN          18/09/2010 18/09/2010 BOARD
     Landiribar                          3º                                      SHAREHOLDERS
     DON JAIME                                                                   VOTING
                                         DIRECTOR
     GUARDIOLA            --                               27/09/2007 27/03/2008 BOARD
                                         DELEGATE
     Romo                                                                        SHAREHOLDERS
     DON CARLOS
                                                                                 VOTING
     JORGE RAMALHO        --             DIRECTOR          27/03/2008 27/03/2008 BOARD
     DOS SANTOS                                                                  SHAREHOLDERS
     FERREIRA
                                                                                 VOTING
     Don Francesco
                          --             DIRECTOR          20/11/1997 27/03/2008 BOARD
     FORESTS HOME
                                                                                 SHAREHOLDERS
     DON HECTOR
                                                                                 VOTING
     MARY
                          --             DIRECTOR          31/10/2001 29/03/2007 BOARD
     Colonques
                                                                                 SHAREHOLDERS
     MORENO

                                                  177
DON JOAN                                                                     VOTING
LLONCH ANDREU         --            DIRECTOR           28/11/1996 29/03/2007 BOARD
JOAQUIN                                                                      VOTING
FOLCH-RUSIÑOL         --            DIRECTOR           16/03/2000 25/03/2010 BOARD
Corach                                                                       SHAREHOLDERS
DON JOSÉ                                                                     VOTING
PERMANYER             --            DIRECTOR           21/03/2002 29/03/2007 BOARD
Cunillera                                                                    SHAREHOLDERS
DON JOSE RAMON                                                               VOTING
MARTINEZ              --            DIRECTOR           18/09/2010 18/09/2010 BOARD
SUFRATEGUI                                                                   SHAREHOLDERS
DONA MARIA                                                                   VOTING
TERESA GARCIA-        --            DIRECTOR           29/03/2007 29/03/2007 BOARD
LLOVERAS MILÀ                                                                SHAREHOLDERS
                                                                             VOTING
DON MIGUEL
                      --            DIRECTOR           29/03/1990 25/03/2010 BOARD
ROVIRA BOSSES
                                                                             SHAREHOLDERS
DONA SOL                                                                     VOTING
Daurella              --            DIRECTOR           19/03/2009 19/03/2009 BOARD
MIDWIFE                                                                      SHAREHOLDERS



Total number of                                                                                     15



   Indicate which members left the Board of Directors during the year:


B.1.3 Complete the following tables on members of the board and their status:




EXECUTIVE DIRECTORS




                                         Committee that proposed           Position in the company of
 Name or name of director                      appointment                          Company
                                     APPOINTMENTS AND
DON JOSE Oliu Creus                                                      CHAIRMAN
                                     THE REMUNERATION
                                     APPOINTMENTS AND
DON JAIME GUARDIOLA Romo                                                 MANAGING DIRECTOR
                                     THE REMUNERATION




 Total executive directors                                                                              2

   % Of the Board                                                                               13,333



OUTSIDE DIRECTORS



                                              178
                                                                           Name or
          Name of director              Committee that proposed          Shareholder
             director                         appointment                SIGNIFICANT
                                                                      represented or that
                                                                        proposed the
                                                                         appointment
                                                                  A
                                                                  n
                                    APPOINTMENTS                  d MORE     VENT           S.L.
DON Andic ERMAY ISAK
                                    THE REMUNERATION                UNIPERSONAL
                                                                  A
                                                                  n
DON CARLOS JORGE DOS RAMALHO APPOINTMENTS                         d BANK      COMMERCIAL
SANTOS FERREIRA              THE REMUNERATION                       PORTUGUES, SA




Total number of Independent Directors                                                         2

   % Of the Board                                                                    13,333



INDEPENDENT DIRECTORS



Name or name of director
 Don Jose Javier Echenique Landiríbar
Profile
 BUSINESS

Name or name of director
  Don Francesco FORESTS HOME
Profile
 BUSINESS



Name or name of director
  DON HECTOR MORENO MARY Colonques
Profile
 BUSINESS


Name or name of director
 DON LLONCH JOAN ANDREU
Profile
EMPLOYER / ACADEMIC
                      179
Name or name of director
  JOAQUIN FOLCH-RUSIÑOL Corach
Profile
 BUSINESS


Name or name of director
  DON JOSE RAMON MARTINEZ SUFRATEGUI
Profile
  BUSINESS


Name or name of director
  DONA MARIA TERESA GARCIA-MILA LLOVERAS
Profile
  ACADEMIC

Name or name of director
  DON MIGUEL ROVIRA BOSSES
Profile
  BUSINESS


Name or name of director
 DONA SOL Daurella Comadrán
Profile
  BUSINESS



Total number of Independent Directors                                          9

  % Of the Board                                                              60


OTHER EXTERNAL



Name or name of director                Commission proposing appointment

DON JOSE MANUEL LARA BOSCH              APPOINTMENTS AND REMUNERATION

DON JOSE Cunillera PERMANYER            APPOINTMENTS AND REMUNERATION




Total number of other external                                                 2

  % Of the Board                                                           13,333




                                        180
   State the reasons why they may not be regarded as domanial or independent directors and their
   relations with the company, its directors or its shareholders.

   Director’s name
                DON JOSE MANUEL LARA BOSCH
   Company, director or shareholder with maintaining the link
              HEMISPHERE INVESTMENTS, SL
   Reasons
             For purposes of paragraph i) in relation to a) for independent directors B.1.3. instructions
             for completing the annual report on corporate governance of listed companies of the
             Circular 4 / 2007 of 27 December, the National Securities Market.


    Director’s name
                DON JOSE Cunillera PERMANYER
   Company, director or shareholder with maintaining the link
             BANCO DE Sabadell, SA
   Reasons
             For purposes of paragraph a) for independent directors B.1.3. instructions for completion
             of annual corporate governance report ative of listed companies of the Circular 4 / 2007
             of 27 December, the National Securities Market


   Indicate any changes, if any, have occurred during the period in the types of directors:



B.1.4 Describe, if applicable, the reasons have been appointed at the request of shareholders whose
stake is less than 5% of capital.


   Please indicate whether any formal requests for representation on the board from shareholders
   whose stake is less than that of others whose requests have been appointed. In your case, explain
   the reasons for unmet.



              NO




                                               181
B.1.5 Indicate whether any directors have resigned from office before his term of office, whether he has
explained his reasons and by what means, the Council and, if it was made in writing to all Council
explain below, at least the reasons that it has given:

              NO


B.1.6 Indicate, if any, the powers delegated to the Managing Director / s delegate / s:



   Name or corporate name of director
              DON JAIME GUARDIOLA Romo


   Brief description
              The powers of the Chief Executive Officer is detailed in section G.'' OTHER USEFUL
              INFORMATION.''



B.1.7 Identify, where appropriate, members of the board who hold office as directors or managers in
other companies within the group of listed company:



Name or corporate name               Name of the group entity                             Position
director
                                     BANSABADELL HOLDING. S.L. COMPANY
DON JOSE Oliu Creus                                                                       CHAIRMAN
                                     UNIPERSONAL
DON JOSE JAVIER ECHENIQUE
                                     BANK GUIPUZCOANO. SA                                 CHAIRMAN
Landiribar
DON JAIME GUARDIOLA
                                     BANK GUIPUZCOANO. SA                                 DIRECTOR
Romo
                                                                                          VICE
                                                                                          PRESIDENT
DON LLONCH JOAN ANDREU               BANK GUIPUZCOANO. SA
                                                                                          E

DON LLONCH JOAN ANDREU               BancSabadell D'ANDORRA. SA                           DIRECTOR

                                     BANSABADELL HOLDING. S.L. COMPANY
DON LLONCH JOAN ANDREU                                                                    DIRECTOR
                                     UNIPERSONAL
DON JOSE PERMANYER
                                     AURICA XXI. SCR. SA                                  CHAIRMAN
Cunillera
DON JOSE PERMANYER
                                     BancSabadell D'ANDORRA. SA                           DIRECTOR
Cunillera
DON JOSE PERMANYER                   BANSABADELL Inversió Desenvolupament.
                                                                                          CHAIRMAN
Cunillera                            SA. UNIPERSONAL SOCIETY
DON JOSE PERMANYER                   RENEWABLE SINIA. SCR REGIME
                                                                                          CHAIRMAN
Cunillera                            SIMPLIFIED. SU
DON JOSE PERMANYER
                                     Solvi DEVELOPMENT. SLU                               CHAIRMAN
Cunillera
DON JOSE PERMANYER
                                     Solvi ESTATE. SLU                                    CHAIRMAN
Cunillera




                                                182
DON JOSE PERMANYER
                                  Solvi GESTIÓ IMMOBILIARIA. SLU                   CHAIRMAN
Cunillera
DON JOSE PERMANYER
                                  Solvi HOTELS. SLU                                CHAIRMAN
Cunillera
DON JOSE PERMANYER
                                  HOUSING Solvi. SLU                               CHAIRMAN
Cunillera
DON JOSE PERMANYER
                                  Solvi PROPERTIES. SLU                            CHAIRMAN
Cunillera
                                  BANSABADELL HOLDING. S.L. COMPANY
DON MIGUEL ROVIRA BOSSES                                                           DIRECTOR
                                  UNIPERSONAL
DONA SOL Daurella
                                  BANK GUIPUZCOANO. SA                             COUNSELOR
MIDWIFE


B.1.8, if the directors of the company who are members of the Board of Directors of companies listed
on official stock markets in Spain other than his group, which have been communicated to the
company:



        Name or corporate name
                                                   Name of listed company              Position
               director

DON JOSE MANUEL LARA BOSCH                    ANTENA 3 DE TELEVISION. SA             CHAIRMAN
         JOSE           ECHENIQU
DON      PH   JAVIER    E                   ACS CONSTRUCTION ACTIVITIES               DIRECTOR
Landiribar                                       AND SERVICES. SA
         JOSE           ECHENIQU
DON      PH   JAVIER    E                             REPSOL YPF. SA                  DIRECTOR
        JOSE                ECHENIQU
DON     PH       JAVIER     E                            ENCE. SA                     DIRECTOR

DON LLONCH JOAN ANDREU                     D'COMPANYIA SABADELL AIGÜES. SA            DIRECTOR

DONA MARIA TERESA GARCIA-                               ENAGAS. SA                    DIRECTOR
LLOVERAS MILÀ

SOL DON Daurella Comadrán                             EBRO FOODS, SA                  DIRECTOR




                                             183
B.1.9 Indicate, if necessary, explain whether the company has established rules regarding the number of
directorships that may be members:

              SI

                                         Explanation of the rules
The society is governed by the provisions of Law 31/1968 of 27 July laying down the rules on
incompatibilities and limitations of the Presidents, Directors and Senior Executives of private
banking.


B.1.10 In connection with recommendation number 8 of the Unified Code, policies and bring
strategies of the company that the full Board must be approved:


The policy of investments and financing                                                                SI
The definition of the structure for the group of companies                                             SI
The corporate governance policies                                                                      SI
The corporate responsibility policy                                                                    SI
The strategic or business plan, as well as management and annual budget targets                        SI
The policy for evaluating senior management performance and compensation                               SI
Control policy and risk management and regular monitoring of                                           SI
internal information systems and control
  The policy for dividends, as well as treasury stock and, in particular, their limits                 SI



B.1.11 Complete the following tables regarding the remuneration of the directors
accrued during the year:


   a) In the Company covered by this report:



             Remunerative item:                                                          Data in thousands
                                                                                              EURO

Fixed remuneration                                                                                     2.148

Variable remuneration                                                                                  1.696

Attendance Fees                                                                                               0

Directors' fees                                                                                        1.824

Stock options and / or other financial instruments                                                            0

Other                                                                                                       435



Total                                                                              6.103




                                                184
              Other Benefits                                                       Data in thousands
                                                                              EURO

Advances                                                                                             0

Credits granted                                                                                8.417

Pension plans and funds: Contributions                                                         2.349

Pension plans and funds: Obligations incurred                                                        0

Life insurance premiums                                                                              0

Guarantees issued by the Company for directors                                                 2.620


   b) For membership of the company's directors on other boards of directors and / or senior
   management of companies:



             Remunerative item:                                                 Data in thousands
                                                                                       EURO

Fixed remuneration                                                                                  60

Variable remuneration                                                                                0

Attendance Fees                                                                                      0

Directors' fees                                                                                      0

Stock options and / or other financial instruments                                                   0

Other                                                                                                0



Total                                                                                               60




                                                185
                  Other Benefits                                                     Data in thousands
                                                                                          EURO

Advances                                                                                                 0

Credits granted                                                                                          0

Pension plans and funds: Contributions                                                                   0

Pension plans and funds: Obligations incurred                                                            0

Life insurance premiums                                                                                  0

Guarantees issued by the Company for directors                                                           0



   c) Total remuneration by type of director:



            Type of director                                 By company               By Group

 Executives                                                                4.639                         0

 External Sunday                                                             234                         0

 Independent external                                                        960                         0
 Other external                                                              270                     60

 Total                                                                     6.103                     60


   d) With respect to profit attributable to parent company



         Total directors' remuneration (thousand euros)                                 6.163
         Total remuneration / profit attributable to shareholders
           parent                                                                       1,6
         (In%)


B.1.12 Identify members of senior management who are not executive directors, stating the total
remuneration paid to them during the year:



 Name or corporate name                                                   Position

                                                   DEPUTY SECRETARY OF THE BOARD - CONTROLLER
 JOSE LUIS RODRIGUEZ DON BLACK
                                                   GENERAL

 DOÑA MARÍA JOSÉ GARCÍA BLESSED                    GENERAL SECRETARIAT

 DON RAMON DE LA RIVA QUEEN                        DEPUTY DIRECTOR GENERAL

 DON MIQUEL GÜELL MONTES                           DEPUTY DIRECTOR GENERAL



                                                       186
                        PEREZ-
 DON     FERNANDO       HICKMAN         DEPUTY DIRECTOR GENERAL

 Jaume Puig DON BALSELLS                DEPUTY DIRECTOR GENERAL

 DON TOMAS VARELA MUIÑO                 DEPUTY DIRECTOR GENERAL

 DON CIRUS CABOT ANDREU                 ASSISTANT DIRECTOR GENERAL

 DON IÑAKI Azaola Onaindia              ASSISTANT DIRECTOR GENERAL

 BUIL LUIS VALL                         ASSISTANT DIRECTOR GENERAL

 DON IGNACIO CAMÍ CASELLAS              ASSISTANT DIRECTOR GENERAL

 DON JOSÉ PUIG CANALI                   ASSISTANT DIRECTOR GENERAL

 DON JOSE RAFAEL GARCIA NAUFFAL         ASSISTANT DIRECTOR GENERAL

 BIG DON SALVADOR Terras                ASSISTANT DIRECTOR GENERAL

 JOAN DON MATEU GRUMA SIERRA            ASSISTANT DIRECTOR GENERAL

 DON PABLO MORENO Junceda               ASSISTANT DIRECTOR GENERAL

 DON JUAN ALONSO Krauel                 ASSISTANT DIRECTOR GENERAL

 DON JAIME Vallverdu MATAS              ASSISTANT DIRECTOR GENERAL

 DOÑA BLANCA COROMINAS MONTERO          ASSISTANT DIRECTOR GENERAL

 DON Masachs Enric Rovira               ASSISTANT DIRECTOR GENERAL

 DON RAMON ROVIRA POL                   ASSISTANT DIRECTOR GENERAL

 DON PEDRO SÁNCHEZ SOLOGAISTÚA          ASSISTANT DIRECTOR GENERAL

 DON VELA JAVIER HERNANDEZ              ASSISTANT DIRECTOR GENERAL

 DON CARLOS VENTURA Santamans           ASSISTANT DIRECTOR GENERAL




Total remuneration of senior management (thousand euros)
                                                                     8.323




                                           187
B.1.13 Indicate, if any guarantee or protection clauses for cases of dismissal or changes of control for
members of senior management, including executive directors of the company or its group. Indicate
whether these contracts have to be communicated and / or approved by the organs of society or group:


Number of beneficiaries
                                                                                                         14



                                           Board of Directors                    General Board

Body authorizing the clauses                            SI                             NO



Is the General Assembly informed of the clauses?
                                                                                                         NO


B.1.14 Indicate the process for establishing the remuneration of the members of Council
Administration and relevant clauses in this regard.


   Process for establishing the remuneration of the members of the Board and the articles of
                                          association
Article 81 of the Bylaws provides that the bank's net profit shall be deducted the compensation of
Directors, consisting of a profit-sharing may not exceed 3% of the net profit, leaving wide discretion
to the Council fixed annual remuneration within the ceiling above, which may be distributed freely
among its members and directors fees, if any, provided that the allocations have been filled with
reserve requirements and is recognized to the shareholders a dividend of 4%.

Agreement of the General Board on the terms established by the Corporations Act, the Directors
may participate develop further executive incentive plans approved for the bank's directors, which
granted compensation in the form of transfer of shares, recognition of rights options on these or
pay reference to the value of the shares.

Furthermore, Article 14 of the Regulation states that the Board of Directors, the Nomination and
Remuneration Committee has among its core responsibilities of 'propose to the Board of Directors
the system and the amount of annual remuneration of the Chairman of the Board, Directors
executives, members of bank senior management and systems of Council's involvement in social
benefits. "is also preparing information on the remuneration of directors that the Board of Directors
has to approve and include in its annual public documentation.


   Indicate whether the full Board has reserved the approval of the following decisions.


 A proposal of the chief executive of the company, the appointment and removal of
                                                                                                    S
 senior executives and their severance packages.                                                    I




                                               188
  The remuneration of directors and, in the case of executive remuneration
  additional office and other conditions to be observed by their                                    SI
  contracts.




B.1.15 Indicate whether the Board of Directors approves a detailed remuneration policy and specify the
matters on which opinion:

               SI


   Amount of fixed remuneration, with a breakdown, where appropriate, subsistence
   allowance
   participation in the Council and its Committees and an estimate of the fixed                    SI
   year which give rise

   Variable remuneration items                                                                     SI
   Main characteristics of pension systems, with an estimate of
   equivalent annual cost.                                                                         SI
   Conditions that apply to the contracts of executive functions
   High-executive directors                                                                        SI




B.1.16 Indicate whether the Council proceeded to vote at the General Board as a separate item on the
agenda, and for consultation, a report on the remuneration policy for directors. In your case, explain the
aspects of the report regarding the remuneration policy adopted by the Council for future years, the
most significant of such policies applied during the year and a summary of how we applied the
remuneration policy exercise. Describe the role played by the Remuneration Committee and whether
external advice, the identity of the outside consultants who have provided:

               SI




                                               189
                   Issues on which to pronounce the remuneration policy


 On the agenda of the General Board, in paragraph 1 is to vote on remuneration policy brief B.
.
1 The remuneration of directors and the annual remuneration of the Chairman of the Board,
. Executive Directors, members of bank senior management and participation systems 1 Council on social
benefits.
7



                         Role of the Remuneration Committee


 The Nomination and Remuneration Committee in compliance with the provisions of art. 14.3.section
 letter c, of the Rules Governing Council, has the primary responsibility to propose to the Board of
 Directors the system and the amount of annual remuneration of the Chairman of the Board,
 Executive Directors, members of senior management of the bank, and the systems of the Council's
 involvement in social benefits, and report on the remuneration policy for Directors.




Did you use external expertise?
                                  Identity of the external consultants




B.1.17 Indicate, where appropriate, the identity of the members of the board who are, in turn, members
of the Board of Directors, officers or employees of companies with significant stakes in the company
and / or its group companies :



   Name or corporate name                Name of significant shareholder
                                                                                      Position
             Advisor

      DON Andic ERMAY ISAK                MAJOR VENT, SL UNIPERSONAL                ADMINISTRATOR


   State the relevant relationships, if any, other than those addressed above, of Board members linking
   them with the significant shareholders and/or Group entities:


   Name or corporate name of director
             DON Andic ERMAY ISAK
   Name or Corporate Name of significant shareholder
             FAMOL INVESTMENTS, SL
   Description of relationship
             SHAREHOLDER




                                                190
   Name or corporate name of director
             DON JOAQUIN FOLCH-RUSIÑOL Corach
   Name or Corporate Name of significant shareholder
             FAMOL INVESTMENTS, SL
   Description of relationship
             SHAREHOLDER



B.1.18 Please indicate whether there has occurred during the year any change in the Board Regulations:


              SI




                                                191
                                       Description of changes
The Board of Directors at its meeting on February 18, 2010, on the President's proposal and following the
recommendations on good remuneration practices according to the principles issued by the Financial Stability
Forum (FSF) and the Financial Stability Board (FSB) and after the statutory amendments should be approved at
the next AGM of the Bank, upon a favorable report of the Audit and Control, agreed to amend the articles of the
Regulations of the Board of Directors of the Bank as detailed below:

ARTICLE 13. THE AUDIT AND CONTROL COMMITTEE

1. The Audit and Control Committee shall consist of a maximum of five members appointed by the Board of
Directors, which shall appoint its Chairperson with a favorable vote of two thirds of its components. Directors
may also designate others entitled to attend but not vote in view of substituting for members who are absent or
have retired. The Chairman of the Audit and Control Committee shall serve for a maximum period of four years,
but may be re-elected within one year after termination. The Board also appoints the Secretary of the
Commission, who shall not be a director.

2. Executive directors or those who or in the past have held executive positions may not be part of this
Commission.

3. The Audit and Control Committee shall meet at least once every three months and whenever convened by its
chairman at his own initiative or by any member of the Commission, or at the request of the Chairman of the
Board of Directors or the external auditors .

4. Audit and Control Committee Meeting minutes will be issued by the Secretary designated by the Board of
Directors. The content of such meetings shall be reported to the Governing Council at its meeting immediately
thereafter, by reading the report prepared in each of those.

5. The Audit and Control Committee may require the attendance of those same executives, including those who
were directors if appropriate, with notice to that effect to the Director/s General so that he /she/ they will be
available to attend.

6. The following powers correspond to the Audit and Control Committee:

a) inform the General Meeting on issues raised by the shareholders regarding matters within its competence

b) propose to the Board of Directors, for submission to the General Meeting of Shareholders, the appointment of
external auditors, establishing the conditions for engagement, the scope of the mandate and, where appropriate,
the revocation or non-revocation, review audit contract compliance, ensuring that the opinion on the annual
accounts and the main contents of the audit report are written in a clear and precise manner.

c) the annual report and quarterly financial statements and semiannual and pamphlets are to be sent to the
regulatory or supervisory bodies, ensuring compliance with legal requirements and proper application of
generally accepted accounting principles, and report the proposed amendments to these principles

d) supervision of internal audit services, reviewing the appointment and replacement of its members.
e) knowledge of the company’s financial reporting process and internal control systems

f) relationships with external auditors to receive information on any issues that may jeopardize the independence
of these and any others related to the development process of the audit and other communications provided for
in audit legislation and technical auditing standards.




                                                   192
g) advise on all matters within the framework of its powers that will be subject to consideration by the Board of
Directors

h) all other powers are conferred by law or by these rules and regulations that implement them, and those arising
from the generally applicable good governance rules.

7. The Audit and Control Committee prepare an annual report on its activities, which should be included in the
Management Report referred to Article 77 of the Bylaws.

ARTICLE 14. THE APPOINTMENTS AND REMUNERATION COMMITTEE

1. The Nomination and Remuneration Committee shall consist of four members, all non-executive board
members. However, at the request of the President of the Commission, he or the General Manager may attend
even if they were board members, in the case of subjects regarding Senior Management of the Bank, which do
not affect them or to President directly

2. The Nomination and Remuneration Committee will assess the profile of the best people to join the various
committees and raise appropriate proposals to the Council. Specifically, ensure compliance with the qualitative
composition of the Board of Directors, in accordance with the provisions of Article 54 of the Bylaws

3. Without prejudice to other tasks as assigned by the Board of Directors, the Nomination and Remuneration
Committee shall have the following responsibilities:

a) formulate and revise the criteria to be followed for the composition of the Board of Directors and the selection
of candidates;

b) proposals to the Board for appointment of independent directors and report the appointment of other
Directors.

c) propose to the Board of Directors the system and the amount of annual remuneration of the Chairman of the
Board, executive directors, members of senior management of the Bank and the Council's involvement systems
in social benefits, and report on the Directors’ remuneration policy

d) periodically review the general principles on remuneration and compensation programs for all employees,
assessing the adequacy of these principles

e) ensure transparency of remuneration. f) promote, where possible, gender diversity.

4. The Nomination and Remuneration Committee shall meet whenever the Board or its Chairman requests the
issuing of a report or the adoption of proposals and in any case, whenever it is convenient for the proper
performance of its functions. In any case, will meet once a year to prepare information on the remuneration of
Directors that the Board of Directors must approve and include in its annual public documentation and also meet
a preliminary report assessing the performance of Council itself

5. The Commission will also determine the bonus for senior executives of the Bank and its subsidiaries, or the
proposal of the Director General is / are.




                                                    193
ARTICLE 15. RISK MANAGEMENT COMMITTEE

1. The Risk Management Committee shall consist of four directors appointed by the Council, or the Director's
General / s, the Chief Risk Officer and the Director of Corporate Banking. Shall chair the Director appointed by
the Board of Directors. Also attending those other employees who are called to draft or any Director or the
Director General is / is to present specific points on the risks or investments, as well as control systems or the
measurement of risk ratings, scorings, etc. .

2. The Commission will Risk Control:

a) identify and propose to the full the overall levels of country risk, economic sector and type of risk, for approval;

b) identify and propose to the full implementation of maximum levels of operational risk to individual credit
institutions and customers, as well as for the determination of maximum risk by portfolio or individual
investments in public funds, stocks, bonds, options, swaps and general all instruments or securities entail risk of
bankruptcy, investment, interest rate or liquidity for the group;

c) identify and propose to the full Board the annual investment limits in the housing market and volume criteria
and applicable to different types of itself;

d) identify and propose to the full Board may deem appropriate delegations for approval and acceptance of
individual risks within the limits referred to in sections;

e) decide on those individual risks whose approval has been reserved for the Risk Management Committee in
accordance with the delegations established under the preceding paragraphs;

f) monitor and control the application of the delegations set out in point d);

g) monthly report to the full Board on the development of the functions assigned in accordance with this Article
and other legal or statutory provisions are applicable;

h) report quarterly to the full Board on levels of assumed risk on investments and developments thereof, and on
the implications arising for the Group's revenue from changes in interest rates and its relevance to the VAR
adopted by the Board;

i) subject to Council approval of any variation to the limits referred to in letters a) and b) that exceed,
respectively, 10% and 20% of the authorized

j) inform the Nominating and Compensation Committee as to whether the compensation programs for
employees are consistent with the levels of risk, capital and liquidity of the bank.

3. The Risk Management Committee shall meet at least monthly and whenever convened by its chairman at its
own initiative or any member of the Commission, or at the request of the Chairman of the Board of Directors.




                                                      194
B.1.19 Indicate the procedures for appointment, reappointment, evaluation and removal of directors.
Describe the competent bodies, procedures to be followed and the criteria applied in each of the
procedures:


   In accordance with the provisions of Articles 51, 54 and 56 of the Laws, 14, 19 and 20 of the
   Regulations Governing Council, the procedures for appointment, reappointment, evaluation and
   removal of Directors are:

   1.- Nombramiento, reelección y evaluación

   1.a. Competition: The Board of Directors shall consist of a maximum of 15 and a minimum of 11
   members appointed by the shareholders general meeting. Vacancies on the Board of Directors shall
   be filled at the AGM, unless the Board of Directors in the interest of the Bank, invokes the provisions
   in the second paragraph of Article 138 of the Companies Act. Directors appointed to fill a vacancy
   shall hold office until the meeting date of the first General Meeting.


   1.b. Requirements: To be a member of the Board is required to be in possession of a sufficient
   number of shares to be worth a thousand euros paid which can not be transferred or alienated until
   they have been approved bills last year that had held the position . Independent directors may be
   exempted from the requirement established in the first paragraph of this article by resolution
   adopted by the Governing Council the report of the Nominating and Compensation Committee, while
   making the proposed designation.
   Specifically, the Royal Decree 1245/1995 of July 14, requires credit institutions have a Board
   consisting of persons of recognized commercial and professional, must have knowledge and
   experience to perform their duties. That decree expressly states that commercial and professional
   attends to those who have been observing a personal history of respect for the laws which regulate
   commercial and other economic activity and business life and good business practices, finance and
   banking. In any case, this means that lack of good repute who have criminal records or are
   processed or - for the procedure in Title III of Book IV of the Criminal Procedure Act, "had issued an
   order for commencement of trial for crimes involving dishonesty against the Treasury, infidelity in the
   custody of documents, money laundering, in violation of trade secrets or property. The directors
   must expressly declare in the document evidencing his acceptance of office which meet the
   requirements of good repute and, where appropriate, professional manner.

                                                195
1.c. Restrictions: completed 70 years of age, the Directors may exhaust the mandate for which they
were appointed and may not be reelected.
Can not be members of the Board:
a) Minor shareholders.
b) Shareholders subject to interdiction, broken, undischarged bankrupts, the
sentences which shall include the disqualification for public office, who had been convicted of
serious violations of the laws or social arrangements and those who by reason of his office can not
conduct business.
c) Shareholders who are officials of the administration service charge functions that relate to the
activities of the bank.
d) Shareholders who are overdrawn with the bank for past dues



1.d. Term of Office: Directors are appointed for a maximum period of five years may be
reappointed.

1.e. Procedures, assessment and criteria: non-executive directors should make up at least the
majority of the total number of Council members. Among the non-executive directors should be
sought meaningful participation of independent directors.

The Nomination and Remuneration Committee has, among other core responsibilities of the
proposals to the Board to appoint Directors may proceed directly appoint (co-option) or make
proposals for submission to the decision of the Board. The commission will also evaluate the profile
of the best people to serve on various committees and the Council shall submit appropriate
proposals. Especially ensure compliance with the qualitative composition of the Board of Directors.

2 .- Removal

Directors shall hold office when the term for which they were appointed and when decided by the
General Meeting or the Board of Directors in exercise of the powers conferred by law or statute. At
present the Council has no legal or statutory powers in this regard. The General Meeting may agree
at any time the separation of the directors as set out in Article 51 of the Bylaws.

It also will be removed:
a) When they are involved in any of the cases of incompatibility or prohibition provided by law or
statute (as specified in Article 56 of the Laws).
b) When they are prosecuted for an alleged crime, are the subject of a
disciplinary action for serious or very serious by the supervisory authorities. c) When their presence
on the board may jeopardize the interests of society.




                                               196
B.1.20 Indicate the circumstances in which they are forced to resign.

   In accordance with the provisions of Article 20 of the Regulations
   Board of directors:

   1.- Los Consejeros cesarán en el cargo cuando haya transcurrido el período para el que fueron
   nombrados y cuando lo decidan la Junta General o el Consejo de Administración en uso de las
   atribuciones que tienen conferidas legal o estatutariamente.

   2 .- It will be removed:
   a) When they are involved in any of the cases of incompatibility or prohibition provided by law or
   statute.

   b) When they are prosecuted for an alleged crime or subject to disciplinary proceedings for serious
   or very serious by the supervisory authorities.

   c) When his tenure on the Board may jeopardize the interests of society.


B.1.21 Explain whether the duties of chief executive of the company rests with the Chairman of the
Council. Where appropriate, indicate the measures taken to limit the risks of concentration of power in
one person:

                   SI



                                      Measures to limit risks

 No risk of accumulating power whenever decisions are made in any case within the Executive
                                 Committee.




   Indicate and explain, if appropriate, whether or not rules have been established to facilitate the
   calling of a Board meeting or adding new points to the agenda by and Independent Director in order
   to coordinate and express the concerns of external Directors and to direct evaluations by the Board
   of Directors

              SI




                                                197
                                             Explanation of the rules




      Article 17 paragraphs 1, 2 and 4 of the Regulations of the Board of Directors states that:

      1.- El Consejo de Administración se reunirá una vez al mes y, a iniciativa del Presidente, cuantas
      veces éste lo estime oportuno para el buen funcionamiento de la Compañía. The call will always
      include the agenda of the meeting which should include, inter alia, those relating to the information
      of the subsidiaries and the Delegate Committees as well as proposals and suggestions made by the
      President and other members of Council and or the Director's General / is the bank with a notice of
      not less than five working days from the date of the Board, proposals must be accompanied by
      appropriate material for distribution to Messrs. Directors. The Board approve the minutes and
      announce the date for the next meeting.

      2 .- The President may call special meetings at the call itself setting the agenda for the meeting. You
      should also convene at the request of any Director as provided in the Bylaws. If the President does
      not convene, within five working days, the meeting requested by any Director, he may request that
      the Vice-President 1 made the call at the same time.

      And Article 23 letter e) of the Regulation Governing Council provides that the Director is obliged in
      particular to urge people convening power to convene, if necessary, an extraordinary meeting or
      include in the order of day of the first meeting to be held the ends as it deems appropriate.




     B.1.22 Are majorities, other than legal, in some kind of decision?

                   NO


         Indicate how resolutions are adopted by the Council, including at least
         minimum quorum and majorities required to pass resolutions:



 Description of agreement:


ARTICLE 59 BIS OF THE ASSOCIATION: APPOINTMENT OF CHAIRMAN OF THE AUDIT AND CONTROL


                        Quorum                                                                         %
       ARTICLE 57 OF THE ARTICLES OF ASSOCIATION: IN YOUR SESSION WILL BE NECESSARY
       REPRESENTED BY PERSONAL ATTENDANCE OR OTHER MEMBER OF THE MOST
       COMPONENTS                                                                                     0,00



                                                     198
                      Type of majority                                                               %
     FAVORABLE VOTE OF TWO THIRDS OF ITS COMPONENTS                                                 0,00

Description of agreement:


                         Quorum                                                                      %
     ARTICLE 57 OF THE ARTICLES OF ASSOCIATION: IN YOUR SESSION WILL BE NECESSARY
     REPRESENTED BY PERSONAL ATTENDANCE OR OTHER MEMBER OF THE MOST                                 0,00
     COMPONENTS




                       Type of majority                                                              %

      Resolutions shall be adopted by an absolute majority vote, the
                                                                                                   0,00
      PRESIDENT IN THE EVENT OF A TIE.


Description of agreement:

ARTICLE 59: Full or in part and permanently legal authority DELEGATES IN COUNCIL'S OWN PEOPLE, in a
collegial manner, jointly or individually, WITH THE EXECUTIVE OR COMMITTEES NAMED CEO.


                         Quorum                                                                      %

      ARTICLE 57 OF THE ARTICLES OF ASSOCIATION: IN YOUR SESSION WILL BE NECESSARY
      REPRESENTED BY PERSONAL ATTENDANCE OR OTHER MEMBER OF THE MOST                                0,00

      COMPONENTS


                       Type of majority                                                              %

      TWO THIRDS OF ITS COMPONENTS                                                                  0,00



    B.1.23 Explain whether there are specific requirements other than those relating to the directors to be
    appointed president.

                 NO


                                                   199
B.1.24 Indicate whether the chairman has a casting vote:

              SI




                               Matters in which the casting vote may be used

          The vote of quality extends to all agreements of the Governing Body




B.1.25 Indicate whether the statutes or the regulations of the Board establish an age limit for directors:

              SI


      Age limit for Chairman                     Age limit for CEO                    Age limit for

               75                               75                                  75


B.1.26 Indicate whether the Bylaws or the Board Regulations establish a term limit for independent
directors:

              NO


                       Max-year term                                                            0




B.1.27 If there are few or no female directors, explain the reasons and
initiatives to remedy this situation


In particular, indicate whether the Appointments and Remuneration Committee has established
procedures
for selection processes implied bias against the selection of
directors, and deliberately candidates with the required profile:

              SI



                                 Indicate the main procedures

  The Board of Directors at its meeting held on February 22, 2007, among others agreed to amend
  Article 14 of the Rules Governing Council on the Appointments and Remuneration, expanding the
  functions of the same, adding the letter f) possible encourage gender diversity to the basic
  responsibilities of the Commission.




                                                200
B.1.28 Indicate whether there are formal processes for proxy voting in the Council
Directors. Briefly explain any that exist.

    There are none. Although, in practice, accepted the letter from CEO vote.



B.1.29 Indicate the number of meetings held by the Board of Directors during the year. Where
applicable, indicate the number of times that the Board has met without its Chairman:



  Number of Board meetings                                                                          16

  Number of board meetings without the assistance of President                                        0



Indicate the number of meetings held during the year the various committees of the Council:



  Meetings of the Executive Committee                                                               36

  Number of audit committee meetings                                                                  7

  Number of meetings of the appointments and remuneration                                           11

  Number of meetings of the nominating committee                                                      0

  Number of meetings of the Remuneration Committee                                                    0



B.1.30 Indicate the number of meetings held by the Board of Directors during the year without the
assistance of all members. In the computation will be considered non-attendance without specific
instructions



  Number of absences of Directors during the year                                              11

  % Of absences of the total votes during the year                                            7,060




                                               201
B.1.31 Indicate whether the individual and consolidated annual accounts presented for approval by the
Council have been certified:


               SI
    State, if appropriate, the person(s) that certified the company’s individual and consolidated
    financial statements for formulation by the Board:



   Name                                                         Position

  DON JOSE Oliu Creus                         CHAIRMAN

  DON JAIME GUARDIOLA Romo                    MANAGING DIRECTOR

  DON TOMAS VARELA MUIÑO                      ASSISTANT GENERAL MANAGER - DIRECTOR
                                              FINANCIAL



B.1.32 Explain, if any, mechanisms established by the Board of Directors to prevent
individual and consolidated accounts being submitted to the General Meeting with a qualified audit
report.


    The mechanisms established
    are:

    1.- Los servicios internos del banco elaborarán las cuentas anuales redactadas con claridad y
    mostrando la imagen fiel del patrimonio, de la situación financiera y de los resultados de la
    sociedad, debiendo aplicar a toda la información financiera y contable correctamente los principios
    de contabilidad generalmente aceptados.

    2 .- Laws and Regulations of the Board of Directors has expressly provided for the establishment of
    an Audit and Control. Article 30 of the Regulations of the Board of Directors provides that the
    Council's relations with the external auditors of the company will be channeled through the Audit
    and Control.

    In turn, this Commission has a regulation that determines its operating principles and basic rules
    for its organization and operation.

    In relation to financial information, the Commission will have as its main
    functions:

    a) Review the annual financial statements of the Company, both individual and consolidated for
    submission to the Board of Directors, overseeing compliance with legal requirements and proper
    application of generally accepted accounting principles.

    b) Reviewing periodic financial reporting (quarterly and half), for submission to the Governing
    Council, to monitor the consistency of accounting between the development of the quarterly,
    semiannual and annual.




                                                202
    Nevertheless, if there was a view that incorporating audit exceptions, the annual report of the Audit
    and
    Control contain a section which clearly indicate what are the differences gotten respect.



B.1.33 Does the secretary of the board is a board member?

             NO

B.1.34 Explain the procedures for appointment and removal of Secretary of the Board, stating
whether the appointment and removal have been reported by the Nominating Committee and
approved by the full Board.



                               Procedure for appointment and removal

  The Board of Directors shall elect a Secretary and, if necessary, a Deputy Secretary, who may or
  may not Directors. In the latter case have no vote. The Secretary and the Deputy Secretary will
  be appointed, and if necessary, dismissed by the full Board of Directors in the report in both
  cases of the Nomination and Remuneration Committee.




Does the Appointments Committee report nominations?                                             SI

Does the Appointments Committee report removals?                                                SI

Does the full Board approve nominations?                                                        SI

Does the full Board approve removals?                                                           SI



    Does the Council Secretary enconmendada the function of overseeing a special way, by the
    recommendations of good governance?

             SI




                                               203
B.1.35 Indicate whether any mechanisms established by the company to preserve
independence of auditors, financial analysts, investment banks and agencies
qualification.

    In connection with the auditors the Bylaws, Article 59 bis, state:

    ''In any case, shall constitute an Audit and Control Committee, consisting of a maximum
    of 5 Directors, all non-executive directors appointed by the Board of Directors,
    shall also designate its Chairman, by the affirmative vote of two thirds of its components
    (...).

    Correspond to the Audit and Control Committee the following powers:



    (...) 2. Propose to the Board of Directors, for submission to the General Meeting of Shareholders,
    the appointment of external auditors, establishing the conditions for engagement, the scope of the
    mandate and, where appropriate, revocation or non-
    renewal, review contract compliance audit, ensuring that the opinion on
    annual accounts and the main contents of the audit report is drafted
    clear and precise.

    (...) 6. Relations with external auditors to receive information on those issues
    could jeopardize the independence and any others related to the process
    development of the audit of accounts and other communications provided in
    accounts audit legislation and in technical auditing.''

    Expressed in similar terms the Council Regulation Administration, which determines, in turn, Article
    30:''The relationship between the Board and the company's external auditors will be channeled
    through the Audit and Control'' .

    For its part, the Regulations of the Audit and Control incorporates provisions of the Bylaws and the
    Regulations Governing Council, and provides in paragraph 3 of Article 21 that their status as
    directors and members of the Commission such members shall act with independence of mind and
    action the rest of the organization (...).

    In relation to financial analysts, provides information to an analyst who requests it without restriction.

    And in relation to rating agencies, the bank is related to the main market
    so that both numbers and in quality by ensuring their independence.



B.1.36 Indicate whether during the period the Company has changed external auditor. Where appropriate
auditor identifies the incoming and outgoing

                 NO




                                                 204
      Exiting auditor                                     Entering auditor




    In the event of any disagreements with the auditor, explain the contents thereof:

              NO


B.1.37 Indicate whether the auditing firm performs work for the company and / or its group other than
the audit and if so, state the amount of fees received for such work and the percentage of total fees
billed to the Company and / or its group:

              SI



                                                             Company         Group         Total

           Amount of work other than auditing
                                                                644            615          1.259
                   (Thousands of euro)


          Amount of work other than auditing /
                                                              49,140         43,450         46,190
           invoiced by the auditing firm (in%)




B.1.38 Indicate whether the audit report of the previous financial statements any reservations or
qualifications. If appropriate, state the reasons given by the Chairman of the Audit Committee to explain
the content and scope of any such reservations or qualifications.

              NO


B.1.39 Indicate the number of years the current auditing firm has continuously auditing the annual
accounts of the Company and / or its group. Indicate the number of years audited by the latter as a
percentage of the years in which the annual accounts have been audited:




                                                 205
                                                    Company                            Group

 Number of consecutive years                             28                           26




                                                    Company                            Group

    Number of years audited by
     current audit / No. of years                     93,3                           100,0
  the company has been audited (



B.1.40 Indicate the interests of the members of the Board of Directors of the Company in the capital
entities that are the same, similar or complementary activity that constitutes the corporate purpose of
the company and its group, and have been reported to the company. Furthermore, indicate the positions
or duties that are fulfilled at these companies:




 Name or corporate name                                                                         Position or
        Advisor                     Name of the company in               % Share               functions
                                                                                             ORDINARY
                                                                                             MEMBER
                                                                                             CONSELHO
                                                                                             E GERAL DE
DON JOSE Oliu Creus          Banco Comercial Português, SA                     0             Supervisão


DON JOSE JAVIER ECHENIQUE
Landiribar                Consulnor, SA                                      1,703           (None)


DON JOSE JAVIER ECHENIQUE
Landiribar                BANCO SANTANDER CENTRAL HISPANO, SA                  0             (None)


DON JAIME GUARDIOLA
Romo                         BANCO SANTANDER CENTRAL HISPANO, SA               0             (None)


DON JAIME GUARDIOLA
Romo                         BANCO BILBAO Vizcaya Argentaria SA              0,001           (None)
DON CARLOS JORGE                                                                             DO VOCAL
RAMALHO DOS SANTOS                                                                           SUPERVISOR
FERREIRA                     MILLENNIUM BANK SA POLAND)                        0             BOARD
DON CARLOS JORGE
RAMALHO DOS SANTOS
FERREIRA                     Banco Comercial Português, SA                     0             CHAIRMAN
DON CARLOS JORGE
RAMALHO DOS SANTOS
FERREIRA                     ANGOLA MILLENNIUM BANK SA                         0             CHAIRMAN


DON HECTOR MARIA
MORENO Colonques             BANCO DE VALENCIA, S.A.                         0,003           (None)




                                                   206
JOAQUIN FOLCH-
Corach RUSIÑOL              BANCO SANTANDER CENTRAL HISPANO, SA              0,026        (None)


DON JOSE PERMANYER
Cunillera                   BANCO BILBAO Vizcaya Argentaria SA                 0          (None)


DON JOSE PERMANYER
Cunillera                   BANCO SANTANDER CENTRAL HISPANO, SA                0          (None)


DONA MARIA TERESA GARCIA-
LLOVERAS MILÀ             BANCO SANTANDER CENTRAL HISPANO, SA                  0          (None)



B.1.41 Indicate whether there is a procedure for directors to have
external advice

              SI


                                       Details of procedure


The members of the Board of Audit and Control Committee have the right, as provided in Article 21 of
the Regulations of the Audit and Control, to seek the advice of outside professionals to better fulfill
their duties.




B.1.42 Indicate whether there is a procedure for directors to have
with the information necessary to prepare the meetings of the governing bodies time
enough:

              SI




                                               207
                                       Details of procedure

Article 17 of Council Regulation provides that''(..) meeting of the Board of Directors shall always
include the agenda of the meeting, which should include, among other things, the information
relating to subsidiaries and delegated commissions, as well as proposals and suggestions made by
the President and other members of the board and he / the Director General is / are the bank with a
notice of not less than five working days from the date of the board itself , proposals must be
accompanied by appropriate material for distribution to Messrs. (...)''. Directors

For his part, Article 21 determines:

''1 .- The Director shall have the broadest powers to obtain information on any aspect of the company
to examine its books, records, documents and other records of operations and to inspect all facilities.
The right to information extends to the subsidiaries, whether domestic or foreign.

2 .- In order not to disturb the ordinary management of the company, the exercise of the powers of
information will be channeled through the President or Secretary of the Board of Directors, who shall
respond to requests from the Executive, directly by providing information, offering appropriate
partners in the stratum of the organization or taking appropriate measures so they can practice in
situ measures of examination or inspection. ''

Manifests itself in similar terms the Regulations of the Audit and Control.


B.1.43 Indicate whether the Company case has established rules requiring directors ainformar and,
where appropriate, resign in circumstances that could damage the standing and reputation of the
company:

             SI




                                                208
                                               Explain the rules



Article 27 of the Regulations of the Board of Directors determines that the Director must inform the
company of the shares of which it holds directly or through companies in which it holds a significant stake.
Also, you must inform others that are in direct or indirect holding of their closest relatives. The Director
must also inform the Company of all the positions they hold and the activities carried out in other
companies or organizations, and, in general, of any fact or situation that might be relevant to his role as
director of the company.

Furthermore, Article 20 of the Regulations Governing Council states:

1. Directors shall hold office upon the expiry of the period for which they were appointed at the discretion
of the General Meeting or the Board in exercise of the powers granted to them by law or statute.

2.   It also will be removed:

a) When they are involved in any of the cases of incompatibility or prohibition provided by law or
statute.

b) When they are prosecuted for an alleged crime or subject to disciplinary proceedings for serious or
very serious by the supervisory authorities.

c)   When his tenure on the Board may jeopardize the interests of society.




     B.1.44 State whether any member of the Board of Directors has informed the Company that has been
     processed or has been issued against him / her for trial for any of the crimes stated in article
     124 of the Companies Act:

                   NO




                                                     209
        Indicate whether the Board of Directors has analyzed the case. If the answer is yes, please explain the
        grounds for the decision taken on whether or not the director should remain in office.

                   NO


  Decision                                 Reasoned




B.2 Committees of the Board of Directors


      B.2.1 List all committees of the Board of Directors and its members:



        EXECUTIVE COMMITTEE


              Name                                                  Position                 Tipologia

 DON JOSE Oliu Creus                                                 CHAIRMAN               EXECUTIVE

 DON JAIME GUARDIOLA Romo                                       ORDINARY MEMBER             EXECUTIVE

 DON JOSE Cunillera PERMANYER                                   ORDINARY MEMBER          OTHER EXTERNAL



        APPOINTMENTS AND REMUNERATION


                Name                                                   Position                   Tipologia

 DON HECTOR MORENO MARY Colonques                                       CHAIRMAN            INDEPENDENT

 DON Andic ERMAY ISAK                                              ORDINARY MEMBER                SUNDAY

 JOAQUIN FOLCH-RUSIÑOL Corach                                      ORDINARY MEMBER          INDEPENDENT

 DON JOSE MANUEL LARA BOSCH                                        ORDINARY MEMBER         OTHER EXTERNAL



        STRATEGY COMMITTEE


              Name                                                  Position                 Tipologia

 DON JOSE Oliu Creus                                                 CHAIRMAN               EXECUTIVE

 DON Andic ERMAY ISAK                                           ORDINARY MEMBER                  SUNDAY

 DON JAIME GUARDIOLA Romo                                       ORDINARY MEMBER             EXECUTIVE

 JOAQUIN FOLCH-RUSIÑOL Corach                                   ORDINARY MEMBER           INDEPENDENT

 DON JOSE MANUEL LARA BOSCH                                     ORDINARY MEMBER          OTHER EXTERNAL




                                                      210
        AUDIT AND CONTROL


                Name                                                  Position     Tipologia

 DONA MARIA TERESA GARCIA-MILA LLOVERAS                               CHAIRMAN         INDEPENDENT

 Don Francesco FORESTS HOME                                      ORDINARY MEMBER       INDEPENDENT

 DON LLONCH JOAN ANDREU                                          ORDINARY MEMBER       INDEPENDENT

 DONA SOL Daurella Comadrán                                      ORDINARY MEMBER       INDEPENDENT


        RISK MANAGEMENT COMMITTEE


                Name                                                  Position             Tipologia

 DON JOSE Oliu Creus                                                  CHAIRMAN            EXECUTIVE

 DON JOSE Cunillera PERMANYER                                    DEPUTY CHAIRMAN      OTHER EXTERNAL

 DON JAIME GUARDIOLA Romo                                        ORDINARY MEMBER          EXECUTIVE

 DON LLONCH JOAN ANDREU                                          ORDINARY MEMBER        INDEPENDENT

 DONA MARIA TERESA GARCIA-MILA LLOVERAS                          ORDINARY MEMBER        INDEPENDENT


B.2.2 Indicate whether the Audit Committee has the following functions.



   Monitor the preparation and integrity of financial information on the
   society and, where appropriate, the group, checking compliance with regulatory requirements,        SI
   adequate perimeter, and the correct application of the criteria
   accounting

   Periodically review the internal control and risk management for
   main risks are identified, managed and adequately reported                                          SI
   To ensure the independence and effectiveness of the internal audit function and propose the
   selection,
   appointment, reappointment and removal of the internal audit department, propose
                                                                                                       SI
   department's budget, receive regular information on its activities, and verify
   that senior management takes into account the conclusions and recommendations of their
   reports



                                                      211
Establish and oversee a mechanism for employees to communicate, so
confidential and, if necessary, anonymously, potential irregularities                                 SI
importance, especially financial and accounting, observed within the company

Submit to the Board for the selection, appointment, reappointment and removal of
external auditor and the engagement conditions                                                        SI
Receive regular external auditor on the audit plan and
performance results, and ensuring that senior management takes into account                           SI

Ensure the independence of external auditor                                                           SI
In the case of groups, the group auditor bears responsibility for
audits of group companies                                                                             SI



  B.2.3 Describe the organization and operation rules and the responsibilities attributed to each of the
  committees of the Council.

     Name of committee
       AUDIT AND CONTROL
     Brief description
       Expressly provided for in the Bylaws (Article 59 bis) and the Regulations Governing Council (Article
       13). Last amended by Article 59 bis of the Bylaws by resolution of the Shareholders held on 25
       March 2010 in the sense of increasing the number of directors, becoming''a maximum of five.'' By
       agreement of the Audit and Control Committee at its meeting held on October 20, 2003, approved
       the regulation that governs the basic rules of organization, operation and governance of Audit and
       Control. This regulation was adopted and ratified as necessary for the bank's Governing Council at
       its meeting on 30 October
       2003 and elevated to public deed entered into on November 18, 2003 before the Notary Public
       Sabadell D. Javier Mico Giner.

       The Audit and Control Committee is to review the report of the Internal Audit Department or the
       Comptroller General to compare the banking and accounting practices at different levels of
       organization and ensure that the Directorate and in other executive management will take action
       against conduct or methods that may be incorrect people in the organization. Also ensure that the
       measures, policies and strategies defined in the Council are properly implemented.

       It meets at least quarterly, whenever convened by its chairman at its own initiative or any member
       of the Commission, or at the request of the Chairman of the Board of Directors or external auditors
       to carry out the functions entrusted to it.

       It consists of four executive directors, one of them as alternates, appointed by the Board of
       Directors, which shall appoint its President who shall serve for a maximum period of four years, but
       may be re-elected before he after a period of one year of termination.
                                                     212
The Board also appoints the Secretary of the Commission, which shall be a director. The Secretary
shall keep minutes of each of the meetings held, to be adopted at the same meeting or immediately
afterwards. The content of such meetings shall be reported to the Governing Council at its meeting
immediately thereafter, by reading up in each one of those.



Without prejudice to other duties assigned by the Board of Directors shall have the following
responsibilities:
a)   Reporting to the General Board on issues raised by the shareholders regarding matters within
its jurisdiction;
b)   Propose to the Board of Directors, for submission to the General Meeting of Shareholders, the
appointment of external auditors, establishing the conditions for engagement, the scope of the
mandate and, where appropriate, the revocation or non-renewal, review contract compliance audit,
ensuring that the opinion on the annual accounts and the main contents of the audit report are
written in a clear and precise;
c) The annual report and quarterly financial statements and semiannual and pamphlets to be sent
to the regulatory or supervisory bodies, overseeing compliance with legal requirements and proper
application of generally accepted accounting principles, and report the proposed amendments to
these principles;
d) Oversight of internal audit services, reviewing the appointment and replacement of its
members;
e) Knowledge of the financial reporting process and internal control systems
society;
f) Relations with external auditors to receive information on any issues that may jeopardize the
independence and any others related to the development process of the audit of accounts and
other communications under the laws of audit of accounts and the audit standards.
g)   Report on all matters within the framework of its powers, will be
under consideration by the Board of Directors.
h) All other powers are conferred by law or by these rules and regulations that implement them and
those resulting from good governance rules of general applicability.




                                            213
  In addition, the commission shall also have the following responsibilities:

  1.- Vigilar el cumplimiento de las leyes, normativa interna y disposiciones reguladoras de la
  actividad de la Compañía.
  2 .- To evaluate the adequacy and compliance with the Regulations of the General Meeting of
  Regulation of the Board and the Code of Conduct of the Company and in
  particular, the Conduct Rules of Stock Market.
  3 .- To examine the degree of compliance with the rules of governance of the Company, raising the
  Governing Council proposals for improvements as appropriate, and
  4 .- Monitor the corporate governance report approved by the Board of Directors for
  inclusion in the annual report.

Name of committee
  RISK MANAGEMENT COMMITTEE
Brief description
  Governed by Article 15 of the Regulations of the Board, shall consist of four Directors, or the
  Director's General / s, the Chief Risk Officer and the Director of Corporate Banking. The
  Commission will Risk Control:


  a) Identify and propose to the full Board the overall levels of country risk, economic sector and type
  of risk, for approval;
  b) Identify and propose to the full Board the application of maximum levels of operational risk to
  individual credit institutions and customers, as well as for the determination of maximum risk by
  portfolio or individual investments in public funds, stocks, bonds, options, swaps and in general all
  types of instruments or securities entail risk of bankruptcy, investment, interest rate or liquidity for
  the group;
  c) Identify and propose to the full Board the annual investment limits in the housing market and
  volume criteria and applicable to different types of itself;
  d) Identify and propose to the full Board may deem appropriate delegations for approval and
  acceptance of individual risks within the limits referred to in sections;
  e)   Decide on those individual risks whose approval has been reserved for the Risk Management
  Committee in accordance with the delegations established under the preceding paragraphs;
  f) Track and monitor the proper implementation of the delegations set out in
  point d);
  g) Monthly report to the full Board approved and carried out operations in the previous month, as
  well as deviations and anomalies encountered and actions taken to correct;
  h) Report quarterly to the full Board on levels of assumed risk on investments and developments
  thereof, and on the implications arising for the group's earnings from changes in interest rates and
  its relevance to the VAR adopted by the Board;
  i) Submit to the approval of the Board any changes to the limits in points a)
  b) exceeding, respectively, 10% and 20% of the authorized, and



                                               214
  j) To report to the Appointments and Remuneration as to whether the compensation programs for
  employees are consistent with the levels of risk, capital and liquidity of the bank.

Name of committee
  STRATEGY COMMITTEE
Brief description
  Created by resolution of the Board of Directors on February 22, 2007 which amended the
  Regulations Governing Council was added to Article 16 bis.



  The Strategy Committee will consist of five members minimum and a maximum of six members, all
  belonging to the Governing Council, of which two will be the Chairman of the Board and Chief
  Executive Officer and acting as Secretary of whatever it Board of Directors.

  Shall meet at least once every six months or when required by the President.

  Its functions have informative on general strategic issues, or relevant or transcendent.

Name of committee
  APPOINTMENTS AND REMUNERATION
Brief description
  Under article 59 ter of the Association, is expressed in Article 14 regulations of the Council
  Regulation and shall consist of four members, all non-executive. That Article 14 amended by
  agreement of the bank's Board of Directors dated February 22, 2007 in terms of their functions.

  The Nomination and Remuneration Committee has the responsibility to evaluate the profile of the
  best people to serve on various committees and the Council shall submit appropriate proposals. It
  meets at least annually.




                                              215
  Without prejudice to other duties assigned by the Board of Directors shall have the
  following responsibilities:

  a) Formulate and revise the criteria to be followed for the composition of the Board of Directors
  and the selection of candidates;
  b)   Submit to the Board for the appointment of Directors so that it directly appoint (co-option) or
  make proposals for submission to the decision of the Board;
  c) Propose to the Board of Directors the system and the amount of annual remuneration of the
  Chairman of the Board, executive directors, members of senior management of the Bank and the
  Council's involvement systems in social benefits, and report on the remuneration policy directors;
  d) Periodically review the compensation programs, assessing their adequacy and
  performance;
  e) Ensuring transparency of remuneration, f) Promote, where possible, gender diversity.

  The Commission will also determine the bonus of the senior executives of the bank and its
  subsidiaries, or the proposal of Director General is / are.

Name of committee
  EXECUTIVE COMMITTEE
Brief description
  Article 12 of the Regulations of the Board, states:

  The Executive Committee is responsible for coordinating the Bank's Executive Board, adopting the
  agreements and decisions falling within the scope of the powers they may have been granted by
  the Board and report to the Board of Directors of the decisions meetings.

  The President of the Council shall be a member of the Executive Committee, which will also chair.

  Shall meet as often as called by the President or the Vice-President when his representative, may
  attend its meetings to be heard any person, whether or not foreign to the society, which is convened
  for that purpose, by agreement of the Commission itself or the President of the same, in order to be
  determined, because the purpose of the case concerned.

  The Secretary of the Commission the person designated by the Board of Directors, whether or not a
  director, also determined that the person to replace him in case of absence or illness.


  The resolutions of the Commission shall be in a book of Acts, to be signed for each by the President
  and the Secretary or, where appropriate, by those who have played these roles in the session
  concerned.




                                               216
B.2.4 Indicate any advisory, consultation and if necessary, delegated to each of the committees:

  Name of committee
    AUDIT AND CONTROL
  Brief description
    are detailed in Section B.2.3

  Name of committee
    RISK MANAGEMENT COMMITTEE
  Brief description
    are detailed in Section B.2.3

  Name of committee
    STRATEGY COMMITTEE
  Brief description
    are detailed in Section B.2.3

  Name of committee
    APPOINTMENTS AND REMUNERATION
  Brief description
    are detailed in Section
    B.2.3

  Name of committee
    EXECUTIVE COMMITTEE
  Brief description
    are detailed in Section B.2.3




                                               217
B.2.5 Indicate, where appropriate, the existence of regulations governing the Board committees, the
place where
are available for consultation and amendments made during the year. A
in turn, is whether a voluntary basis has any annual report on activities
of each committee.



  Name of committee
  .
  Brief description
      In section B.2.3 details the articles of the Bylaws or Regulations of the Board which contain
      performance standards and competencies of the various committees. These documents are
      available on the web (www.grupbancsabadell.com) under the section "Shareholder and Investor
      Information 'section' Corporate Governance '.

      In addition, the Audit and prepared an Internal Control, which
      detailed functions and procedures, registered in the Commercial Register, which is accessible on
      the web
      (Www.grupbancsabadell.com). The Commission produces an annual report on its activities,
      submitted to the Board of Directors of the bank for information.

      During the year 2010 has been a change in the Rules of the Board of Directors by agreement of
      the Council dated February 18, 2010, which modified the number of Directors, from the
      Commission to be composed of a maximum of five Directors.



B.2.6 Indicate whether the composition of the executive committee reflects the participation in the
Council of
different directors depending on their status:

               NO


                    If not, indicate the composition of the Executive Committee
  The Executive Committee has defined the composition of the Regulations of the Board of
  Directors, will have 3 members minimum and maximum 5, including its Chairman, who shall be
  the Governing Council. The rest of these will be members freely elected by the Board of Directors
  from among the directors. Also appoint its secretary, who may be non-member.

  Attended the composition and functions of the Executive Committee does not reflect such
  participation because only the Executive Committee is responsible for coordinating the Bank's
  executive management and competence achieved only relevant powers of the components of the
  commission in terms that have been agreed by the Council. The Executive Committee itself has no
  powers delegated to the Council.




                                                 218
C - RELATED PARTY TRANSACTIONS

     C.1 if the full board must be approved by a favorable report of the Audit Committee or any other
     committee entrusted with the task, transactions between the company and its directors, shareholders or
     represented in the Council or persons related thereto:

                     SI

     C.2 List any relevant transactions entailing a transfer of resources or obligations between the company
     or its group companies and significant shareholders of the Company:


     C.3 List any relevant transactions entailing a transfer of resources or obligations between the company
     or its group companies, and the directors or officers of the company:



           Name or
            name                    Name or                   Nature                            Amount
            social              society or social               of     Operation Type         (D thousands
      administrators or         group company             operation                              euro)
          executives
                                                                       Sale of Assets
     DON Isak Andic                                                    materials
                            BANCO DE Sabadell, SA         Commercial                           51.175
     ERMAY                                                             intangible and other
                                                                       assets


     C.4 List any significant transactions between the company and other companies belonging to the same
     group, if not eliminated in the preparation of consolidated financial statements and not part of the
     normal business of the Company as to its purpose and conditions:


     C.5 State whether the members of the Board have been found throughout the year in any conflicts of
     interest, as provided in article 127 of the LSA.

                     NO




                                                        219
C.6 Describe the mechanisms to detect, identify and resolve potential conflicts of interest between the
Company and / or its group and its directors, officers or shareholders.


    The main instruments which the group has acquired Banco Sabadell to resolve any conflicts of
    interest among its directors, senior management and significant shareholders are:

    1. The Governing Council Regulation contains specific obligations of loyalty, confidentiality and
    shares information about the company or interests in other companies outside the group, members
    of the Council.

    Specifically, Article 25 of the Regulation provides that the Minister can not provide professional
    services to Spanish companies that have a purpose wholly or partly similar to the company.
    Excepted from the charges that can work in group companies. Before accepting any executive
    position in another company or entity, the Director must notify the Nominating and Compensation
    Committee.

    Article 27 of the Regulations Governing Council provides that the Director must inform the company
    of the shares of which it holds directly or through the society in which it holds a significant stake. It
    should also inform others that are in the possession, directly or indirectly, from their closest
    relatives. The Director must also inform the company of all the positions they hold and the activities
    carried out in other companies or organizations, and, in general, of any fact or situation that might
    be relevant to his role as director of the company.



    2. The Code of Conduct of Banco Sabadell comprises a set of rules by which it is intended to guide
    the conduct of its members and those who interact with it (customers, suppliers, shareholders, local
    government and environment) based on those principles whose observance we considered
    necessary in the practice of our business.



    Expressly provides for the rules applicable to conflicts of interest with customers and suppliers and
    patterns of action in such cases.



    3. The Board of Directors at its meeting held on 26 November 2009 agreed to adhere to the Model
    Regulations of Conduct in the Securities Market area of the Spanish Banking Association, adopted
    by the National Securities Market, 7 May 2009.

    This regulation is a specific section, the fourth, entitled''Priority of the client's interests and conflicts
    of interest.'' This section contains, among other matters: (i) the concept of conflict of interest, (ii)
    potential conflicts, (iii) identification of conflicts of interest, (iv) conflict prevention, (v) information
    on conflicts of interest (vi) conflict resolution.


                                                   220
In connection with point (v) states:''People have made subject to the group, and keep updated, a
statement indicating the significant linkages, economic, familial or otherwise, clients services group
related to the stock market or listed companies.''

Shall in any event the consideration of economic links direct or indirect ownership of a share of over
5% of capital in corporate customers for services related to the stock market, provided that the
client knows the condition of the group and that it leads to the presentation of meaningful service,
or 1% in listed companies.

Will also in                                           any case the consideration of family ties to kin
second grade                                         of consanguinity (parents, children, brothers and
spouses of siblings) to customers for services related to securities markets (with the same proviso
in the preceding paragraph) or persons exercising administrative or management positions in
companies such type of customers or services listed.

The declaration shall, likewise, the other connections that, according to an outside observer and
fair, could compromise the impartial conduct of a director or employee. In case of reasonable doubt
in this regard, directors and employees must consult the body 'ad hoc'.



4. The Corporate Ethics Committee of Banco Sabadell Group, formed by a group of senior managers
from different functional areas, is responsible for promoting the development of ethical behavior
throughout the organization, proposing and advising both the Board of Directors as various
corporate and business units in making decisions which attend aspects that may lead to conflicts of
values. The Committee is also responsible for overseeing compliance with the group's self-imposed
obligations both through the Code of Conduct and the Rules of Conduct in the stock market.

To fulfill its objectives, the Corporate Ethics Committee has the resources of the Compliance
Department, with the broadest powers conferred by the Board to access all documents and
information necessary for the development of its activity supervisor.




                                            221
             5. The general policy on conflicts of interest Banco Sabadell establishes clear rules, procedures and
             appropriate measures to ensure that decision-making in the field of Banco Sabadell in connection
             with the provision of investment services is preventing, eliminating or ultimately, revealing the
             conflict of interest to the customer.

             This policy takes into account potential conflicts of interest that may arise as a result of the
             structure and activities of other group entities, as well as measures to prevent potential conflicts.

             The general policy of conflict of interest in the Banco Sabadell group brings together a number of
             aspects that help identify the presence of a conflict of interest and describe how it should act on
             these conflicts.

             The Compliance Department is responsible for the proper implementation of general policy on
             conflicts of interest and, where necessary, call the relevant actions of the other addresses the group
             in which it applies.



             6. The rules for managing conflicts of interest contains the actions to be carried out by employees,
             to manage conflicts of interest.

             If conflicts of interest can not be managed internally should contact the Compliance Department to
             carry out a series of actions to reach conflict resolution.


     C.7 Is more than one group company in Spain?

                       NO



       Identify the listed subsidiaries:


D - RISK CONTROL SYSTEMS

     D.1 Overview of the risk policy of the Company and / or its group, detailing and evaluating the risks
     covered by the system, along with the justification of these systems match the profile of each type of
     risk.


             Risk is inherent in the banking business. Banco Sabadell is aware that an accurate and efficient
             management and risk control is to optimize the creation of shareholder value by ensuring an
             adequate level of solvency.

             To do this, management and risk control in Banco Sabadell is configured as a broad framework of
             principles, policies, procedures and valuation methodologies advanced integrated into an efficient
             decision-making structure.




                                                         222
Banco Sabadell has defined the following basic principles regarding the management and control
of risk:

Solvency
Banco Sabadell opted for a prudent risk policy and balanced to ensure a sustainable and profitable
growth of its business and is aligned with the strategic objectives of the group to maximize value
creation.

Must ensure, within the structure of limits, there is no concentration levels that could compromise a
significant portion of equity. To this end, the risk variable is included in the decisions of all levels
and quantified under a common measure, the economic capital.

Disclaimer
The Board is committed to the processes of risk management and control: adoption of policies,
limits, management model and procedures, methods of measurement, monitoring and control. At
the executive level, there is a clear segregation of duties between business units where the risk
arises, and units of management and control.

Monitoring and control
Risk management is based on solid and continuous monitoring procedures to adapt to specified
limits, with clear responsibilities in identifying and monitoring and early warning indicators as well
as advanced risk assessment methodology.

Risks covered by monitoring systems

Credit risk
Credit risk arises from the possibility to generate losses for breach of payment obligations on the
part of borrowers as well as loss of value for the simple deterioration of the creditworthiness of the
same.

Market risk
Market risk includes the following risks:

- Risk discretionary: This risk arises from the possibility of incurring losses in value in the positions
in financial assets due to changes in market risk factors (equity prices, interest rates, exchange
rates, implied volatilities, correlations, etc.).



                                                223
- Structural risk: This risk stems from the ongoing business with customers and corporate
operations. Its management is intended to provide stability to maintain margin levels adequate
liquidity and solvency.


The structural risk is broken down into interest rate risk and liquidity risk.

-- The interest rate risk arises from changes in interest rates, either in level or the slope of the curve,
which positions are referenced asset, liability or off-balance sheet, introducing gaps temporary
periods of repricing or different maturities, are not affected synchronously, which affects the
strength and stability of the results.

-- Liquidity risk appears the possibility of incurring losses due to the potential inability to meet
payment commitments, even if only temporarily due to lack of liquid assets or lack of access to
markets for refinancing at a reasonable price .

Operational risk
Operational risk arises from the possibility of suffering losses because of the inadequacy or failure
of processes, personnel or internal systems or external events unforeseen. It includes legal risk or
legal.

Reputational risk
Reputational risk arises from the perception that the bank's various stakeholders (customers,
suppliers, government, or local level) to which it relates in the development of their business. It
includes, among other legal aspects, economic-financial, ethical, social and environmental.
This perception of stakeholders can be affected by:
- Failure to comply with laws, regulations, standards, self regulation and codes of conduct
applicable to banking.
- Unfriendly practices social heritage which operates the group's activity.
- Ethical behavior contrary to the generally accepted principles.

Risk Management System
The group has about risk management systems appropriate to the activities and commercial
banking businesses in which it operates and the risk profile you want to assume.

These control systems are embedded in the admission procedures, monitoring, mitigation or
recovery of the risks set forth above in turn be supervised.




                                             224
Risk assessment is also part of the control scheme and is set using advanced measurement
methodologies. In this regard, the Committee on Banking Supervision has been setting up a new
supervisory framework for capital adequacy of financial institutions, known as the New Basel
Capital Accord (NBCA), which, as a basic principle, aims to link more closely the requirements of
institutions' own resources with the risks actually incurred based on internal models of risk
measurement parameters and validation of internal estimates after them.

Aware that having an advanced methodology allows to reliably assess the risks and actively
manage, Banco Sabadell follows the guidelines defined by the NBCA in the development of different
components required to complete the risk measurement systems.

Based on the measures of risk provided by these new methodologies, the organization has
developed a comprehensive risk measurement under a common internal unit of measure, the
economic capital, in order to determine the level of capital required under adequate internal
parameters a certain level of solvency. Risk assessment in terms of required capital allocated
allows their relationship to the yield obtained from the client level to the business unit level. Banco
Sabadell has developed an analytical system of risk-adjusted return (RAROC), which provides this
assessment and its inclusion in the process of pricing operations.

Specifically on credit risk and in recent years have been implemented and are in use advanced
measurement models based on inside information, tailored to different segments and types of
partner (companies, businesses, individuals, mortgage and consumer advocates, project finance,
structured finance, financial institutions and countries), which can discriminate the risk of
operations and also estimate the probability of default or severity given the event a breach occurs.

All these advances have been made possible thanks to the efforts in recent years are proof of the
importance for the group are the new risk management techniques, an aspect which are not
unrelated results.

Following are further elaborated control systems by type of risk.




                                            225
Credit risk


Overall, the management and control systems established to assess, mitigate or reduce this risk
are based on the procedures hereafter, and prudent policy of diversification and reduced
concentration and accepting guarantees counterparts.

Admission, monitoring and recovery
In order to optimize business opportunities with each customer and ensure a sufficient level of
safety, liability, both in admission risk in the monitoring of it is shared between the manager of
business and risk analyst, by effective communication, enables a comprehensive view of the
situation of each client by their makers.

The manager tracks operating stems from direct contact with clients and managing daily
operations, while the risk analyst provides the most systematic derived alerts.

The Board gives authority and autonomy to the Risk Management Committee to enable it, in turn,
may delegate different levels of decision. The implementation of a control of the powers in the
media allows the admission office established for each level is based on the expected loss
calculated for each of the operations of companies presented.

Electronic processing of cases at risk for different segments has facilitated the decision process
with a significant reduction in response time to customers, achieving greater efficiency by reducing
management and administrative costs.

The analysis of indicators and warnings as well as advanced rating reviews can continuously
measure the goodness of the risk incurred in an integrated manner.

The establishment of effective procedures for risk management can turn living advantage in
managing the risks due to enable a proactive approach from the early identification of cases with a
tendency to become delinquent and transfer specialists recovery management, which determine
the different types of recovery procedures should apply.



RATING
Credit risks incurred with companies rated by assigning a rating based on internal estimates of its
probability of default. Composed predictors of delinquency to a year, is designed for different
segments. The rating model is reviewed annually based on analysis of the behavior of the real
default.

Each grade level is assigned a rating default rate anticipated that, in turn, allows the comparison
homogeneous with respect to other segments and ratings by external rating agencies a master
scale.


                                            226
Scoring
With respect to credit risks undertaken with individuals, using scoring systems, also based on
quantitative modeling of historical statistical data, detecting significant predictors. There are two
types of scoring:

- Scoring of behavior, where the system classifies all clients incorporating information from their
operations with each of the products. This classification provides a basis for monitoring, while also
used in the granting of new products and even pre-approvals.


- Scoring reagent that is used to evaluate proposals for consumer loans, mortgages and cards.
Once incorporated all the details of the transaction, the system issues an outcome on the basis of
the estimated debt capacity, financial profile and, if applicable, a profile of the assets as collateral.

Banco Sabadell has a policy of further complete the tools to measure credit risk on the horizon in
the coming years.


Sovereign risk
Is that the debt is satisfied in a country as a whole are by circumstances other than credit risk. It
appears with the possible inability of a debtor to meet its payment obligations in foreign currency
against foreign creditors by not allowing the country access to the currency, can not transfer or by
the ineffectiveness of legal action against the borrower for reasons of sovereignty.

For each country decides a maximum of global risk and valid for the whole group. These limits are
approved by the Risk Management Committee and are continuously monitored in order to detect
early any deterioration in economic prospects, political or social structures of each country. Both in
deciding the limits and for subsequent monitoring, is used as a support tool rating made for each
country.

Credit risk for market operations

The credit risk market operations, or counterparty risk, is taken with other financial institutions, and
comes from financial operations, both in cash in the amount of risk is comparable to nominal
operation, such as operational products not traded on organized markets, whose figure is, in most
cases, less than the notional.
                                             227
Banco Sabadell has developed a system for the assessment of counterparty risk, obtaining results
in line with future exposure that can be seen as different positions, tracked and integrated daily
risks involved, reporting to the supervisory bodies on them and compliance with approved limits.

In order to mitigate exposure to counterparty risk, Banco Sabadell has a strong base of contracts
CSA (Credit Suport Annex) and continues to manage those new ones with partners who have a
greater exposure in derivatives. The provision of guarantees allows the risk involved with these
partners is reduced significantly.

Market risk



Discretionary risk
Measuring discretionary market risk is mainly carried out using the methodology VaR (Value at Risk)
that allows the homogenization of the risks of different types of transactions on financial markets.
The VaR provides an estimate of the potential maximum loss expected to submit a position due to
an adverse move, but normal, any of the identified parameters that influence the market risk. This
estimate is expressed in monetary terms and is referred to a specific date at a certain level of trust
and time horizon specified. To do so, taking into account different levels of market risk factors.

The monitoring of market risk is a daily, calculating VaR levels of gap and sensitivity, reporting to the
supervisory bodies of existing risk levels and compliance with the limits for each unit. This allows us
to see variations in the levels of risk from changes in commodity prices and financial volatility.

Risk control is complemented by specific simulation exercises and scenarios of extreme market
conditions (stress testing). The reliability of the VaR methodology used is checked using backtesting
techniques, with which it is verified that the VaR estimates are within the confidence level
considered.

Structural Risk

a) Interest rate risk
The interest rate risk management is implemented through a comprehensive approach to financial
exposure in the field of Banco Sabadell and involves the proposed trade or hedging alternatives
aimed at achieving business goals in line with the market situation and balance.

Overall, the techniques used to mitigate this risk are based on the hiring of fixed income
instruments and financial derivatives for hedging performance of interest rate.



                                             228
To measure this risk, using various methodologies such as analysis of the sensitivity of net interest
income on the horizon from one year to changes in rates through interest rate GAP detailing the
amounts of assets and liabilities grouped by maturity or repricing, depending on whether fixed-rate
instruments or variable rate, respectively. This analysis allows us to estimate the theoretical effect
of the variation in interest rates on net interest income under the assumption that all types vary in
the same extent and in a sustained manner.

In a complementary manner to simulate the effect of different movements in rates for different
maturities, such as changes scenarios slope of the curve. Simulation techniques are assigned
probabilities to each scenario to learn, more adjusted, the effect of any movements of interest
rates.

Another technique used is the analysis of the net asset value sensitivity to changes in interest rates
by GAP duration to capture the effect of such variations on a time horizon greater.



b) Liquidity risk
This risk may be motivated by external factors caused by financial or systemic crisis, and
reputational issues or inwardly, due to excessive concentration of maturities of liabilities.

Banco Sabadell daily tracks the evolution of liquid assets and maintains a diversified portfolio of
them. Also conducted annual projections to anticipate future needs.

In parallel, an analysis of the GAP analysis of the expected liquidity differences between inflows and
outflows of funds in a medium term horizon. Likewise, it is found consistently that the financing
capacity of the group in the capital markets needs to ensure medium and long term.

To mitigate this risk is still an active policy of diversification of funding sources by accessing
different markets, the main the deposit through the group's commercial business and capital
through issuance programs medium-term debt and securitization.




                                             229
To this end, Banco Sabadell has assets various funding programs in the capital markets in the
medium and long term programs and short-term notes enabling a diversification of funding sources.
Also made mortgage bond issues and promote and develop new means of financing such as asset
securitization, which provides additional tools to help manage liquidity risk.

Additionally, the bank regularly conducts stress analysis of liquidity in order to evaluate the entries
and exits of funds and their impact on the position under different scenarios. Within this framework
of analysis, it has a contingency plan to cope with any unexpected situations that may pose an
immediate need for funds. This plan, which is kept continuously updated, identifies the bank's
assets that are likely to be liquid in the short term and defines the main priorities in the event of
having to seek additional liquidity.

Operational risk

Operational risk arises from the possibility of suffering losses because of the inadequacy or failures
in processes, personnel, internal systems or external events unforeseen.

Effective management of operational risk is decentralized in the various process managers spread
throughout the organization. These processes are, all identified in the corporate process map,
which facilitates the integration of information according to organizational structure. The group has
a central unit specializing in operational risk management, whose main functions are to coordinate,
monitor and encourage both the identification, measurement and management of the risks
undertaken by the managers of the process, on the basis of management model adopted.

Senior management and the Board of Directors are involved directly and effectively in the
management of this risk through the adoption of the management framework and its
implementation as proposed by the Operational Risk Committee comprising members of senior
management in various functional areas of the organization, and ensuring that audits are
conducted regularly on the implementation of management framework and the reliability of the
information reported, and validation testing of the model of operational risk.

Operational risk management is based on two lines:

- The first is based on the detection, monitoring and active management of it by using key risk
indicators enhancing the establishment of alert to increases in exposure, identifying the causes
that generate it, measuring the effectiveness controls and improvements made.

It is complemented by the analysis of processes, identifying risks, the qualitative assessment of
these and associated controls, all jointly by managers and the central process of operational risk.
The result is an assessment to find out the risk exposure to future and anticipate trends and plan
mitigating actions oriented.


                                            230
Outsourced process analyzes the operational risk exposure in relation to service contracts,
operational and financial solvency of companies, and ease of replacement by service interruptions.

At the same time it is verified that the processes identified high criticality to a lack of service, have
defined and implemented business continuity plans specific.

On identified risks reputational impact is estimated that the event could mean one of them.

- The second is based on experience. Involves collecting a database of all losses that occur in the
state, providing information for operational risk by business line happened and the causes that
created it, to act on them in order to minimize .

Banco Sabadell has a historical database of actual losses                                              risk
integrated operational and reconciled accounting, which           continuously updated         a        As
to be receiving information from the losses and                    recoveries of                    same,
own management both as insurance policies.


Reputational risk

Reputational risk arises from the perception that the bank's various stakeholders (customers,
suppliers, government, or local level) to which it relates in the development of their business.

To mitigate this risk have been established different levels of reputational risk control based on
three policy areas that the group considers determinants:


(I) Measures to prevent the use of our branch network to practice laundering of proceeds of crime
or terrorist financing:

-- A unit specialized in the detection, analysis and monitoring of
suspicious transactions.
-- An automatic procedure tracking massive operations for sending alerts
analysis by the specialist unit.
- Rules and procedures of the
group.


                                              231
    - A method of training of the workforce and the integration of these concerns in the rules and
    procedures of the group.

    (Ii) Measures to ensure compliance with the regulations to which is subject group activity
    Banco Sabadell in all countries where it operates, including its operations in the
    Spanish market:

    - The Compliance Department, Corporate Social Responsibility and Corporate Governance is
    present in the generative processes of products, in order to check right from the start the
    adjustment to the rules governing their activities, in particular investor protection (MIFID ) and the
    transparency and customer protection.
    - The group maintains a network of Compliance Officers, responsible for verifying the fit between
    the operation and regulation in specific business areas and systematically reporting Compliance
    Department.



    (Iii) Measures to verify the behavior consistent with the principles set by our Code of Conduct and
    promote their development through the adoption of guidelines and procedures that are integrated
    into the internal rules of work. Transactions in securities markets affected employees, managers
    and others are subject to systematic reporting and monitoring by the Compliance Department,
    Corporate Social Responsibility and Corporate Governance. As regards other aspects of the Code of
    Conduct, Market Abuse Control Panel and adjusting to the requirements of Investor Protection
    (MiFID), this same department carries out the inspections at the discretion of the Committee
    Corporate Ethics at any time deemed necessary to verify compliance.


D.2 Indicate whether during the financial year, some of the different types of risk (operational,
technological, financial, legal, reputational, fiscal ...) affecting the Company and / or its group

              NO



    If yes, describe the circumstances that caused them and whether or not the control systems.


D.3 Indicate whether any committee or other governing body responsible for establishing and
supervising these control.

              SI


  If so, describe its functions.




                                                  232
Name of Committee or body
  RESPONSIBILITIES FOR RISK MANAGEMENT
Job description
  The Governing Council is the body responsible for setting guidelines about the distribution of the
  functions of organizational management and risk control as well as identifying the main strategic
  about it.

  Within the Board of Directors, there are three committees involved in the management and risk
  control:

  The Executive Committee is responsible for coordinating the Bank's Executive Board, adopting the
  agreements and decisions falling within the scope of the powers they may have been granted by
  the Board and report to the Board of Directors of the decisions meetings.


  La Comisión de Control de Riesgos, que (i) determina y propone al pleno del Consejo los niveles
  globales de riesgo por países, sectores económicos y tipo de riesgo, para su aprobación; (ii)
  determina y propone al pleno del Consejo la aplicación de niveles máximos de riesgo para la
  operativa individualizada con instituciones de crédito y clientes, así como para la determinación de
  riesgos máximos por carteras o Investments individualizadas en fund públicos, Shares,
  obligaciones, opciones, swaps y en general todo tipo de instrumentos o títulos que comporten
  riesgos de falencia, de inversión, de interés o de liquidez para el grupo; (iii) determina y propone al
  pleno del Consejo los límites anuales de inversión en el mercado inmobiliario, así como los criterios
  y volúmenes aplicables a los distintos tipos de la misma; (iv) determina y prpdesviaciones y
  anomalías observadas y las medidas tomadas para su co
                                              233
Appointments and Remuneration as to whether the compensation programs for employees are
consistent with the levels of risk, capital and liquidity of the bank.

The Audit and Control, which is responsible for (i) report to the General Meeting on issues raised by
the shareholders regarding its powers, (ii) propose to the Board of Directors for submission to the
General Meeting Shareholders, the appointment of external auditors, establishing the conditions of
their engagement, the scope of the mandate and, where appropriate, the revocation or non-
renewal, review contract compliance audit, ensuring that the opinion on annual accounts and the
main contents of the audit report are written in a clear and accurate, (iii) reporting the annual
accounts and the quarterly and semiannual financial statements and prospectuses to be sent to
the regulatory or supervisory bodies, overseeing compliance legal requirements and proper
application of generally accepted accounting principles and report on proposed amendments to
these principles, (iv) supervise the provision of internal audit, reviewing the appointment and
replacement of its members, (v) know the financial reporting process and internal control systems
of society, (vi) interact with external auditors to receive information on any issues that might
jeopardize their independence and any others related to the development process the audit of
accounts and other communications provided for in audit legislation and in technical auditing
standards, (vii) To report on all matters within the framework of their powers, are submitted to it by
the Board of Directors, (viii) all other powers are conferred by law or by statute and regulations that
implement them, and those arising from the governance rules of general applicability.


The executive management involved in the management process and risk control are:

- Credit Operations Committee. It is held on a weekly basis and holds the following functions: (i) the
approval of credit transactions in accordance with the delegations set, (ii) monitoring the use of
autonomy adopted and raised to the Committee on Risk Management proposals for amendments if
deemed appropriate, (iii) to report monthly to the Risk Management Committee approved and
carried out operations in the previous month, for submission and reporting to the Board of
Directors, (iv) monitoring the evolution of global default with details of relevant cases and
situations, (v) approval of the criteria for granting and monitoring credit risks established for proper
management of risk within the policies approved by the Risk Management Committee.

- Financial Management, within the planning and budgeting process for preparing the proposals on
structures and overall risk limits and capital allocation in a manner aligned with the strategy,
provides various decision-making and risk management information on exposures global risk and
follow its implications, makes sure that the risk variable is included in all decisions and supervises
the specific models of risk measurement approval caring about generally accepted principles and
methodology and in particular to the supervisory bodies.


                                              234
- Risk Management: Determines the guidelines, methodology and strategy for risk management.
Defines and establishes the model of risk management, develop advanced internal measurement
systems, following the requirements supervisors that allow quantification and discrimination of
active risk and its application in business management. Establishes procedures that allow the
optimization of the credit function. Manages and integrates different exposures according to the
preset level of autonomy through a selective admission of risk that can ensure quality, achieve
growth and maximize profitability.

- Assets and Liabilities Committee: a body that defines criteria for adequate risk management in the
banking group made in the business and market risk. Monitors the interest rate risk, foreign
exchange or equity as well as the liquidity and alternative points of trade, or market or hedging
aimed at achieving business goals in line with market conditions and the state of balance .

- Operational Risk Committee: a body defining strategic guidelines and framework for operational
risk management and establish operational priorities for its management from the assessment of
exposure to various lines of business and corporate.

- Compliance Department, Corporate Social Responsibility and Corporate Governance: ensure
compliance with laws, regulations, standards, self regulation and codes of conduct that affect the
activity of the group, including the prevention of money laundering practices and funding for groups
terrorist abuse of market and investor protection (MiFID) by implementing procedures and warning
systems.

- Internal Control (OIC) chaired by the Auditor General, enforces the
Laundering Prevention Act and the Act to block the financing of terrorism in the group, which
represents all the group companies are obligated as well as areas of particular risk of the bank.

- Corporate Ethics Committee (CEC) chaired by the Auditor General, is the control and monitoring
body that enforces the rules of group behavior of the stock market and the general code of conduct.

- Internal Audit Department, reporting directly to the Audit and Control and monitors the effective
implementation of policies and management procedures to assess the adequacy and effectiveness
of management activities and control of each functional unit and executive.

                                              235
    With regard to risk management in the group, has established a management structure and
    responsibilities stable through control models which assigns primary responsibility as to control the
    executive lines themselves as part of the basic management functions: plan, implement, monitor
    and act on the variances.

    Internal Audit then takes the mission to act as guarantor for the proper functioning of the
    management structure and control of the system itself, evaluating the deviations in terms of risk
    measurement.

    This view of the audit coincides precisely with the contents of the NACB, which is assigned
    responsibility for overseeing the adequacy and effectiveness of the controls in the various areas of
    responsibility, and act as internal consultants on the systematic identification of risks, and establish
    control methods and management models.

    With this approach, Internal Audit has established work programs in four types of activities:

    . Audits. Their objective is to verify, in a particular area, that the various risks associated with their
    activities have been identified, assessed and adequately controlled by their leaders, and that
    controls are properly standardized and be executed.

    . Audits. Verify that the indicators in the control panel of each unit are properly analyzed, initiating
    corrective action if deviations against targets.

    . Audits verified. Aim to ensure the reliability of financial information and validate that the
    information base for the development of the various indicators is a reflection of reality.

    . Regulatory compliance audits. Audit all intra-group activities conform to legal principles, regulatory
    and ethics established at all times.

    The Secretary of the Board of Directors and Auditor General directs the activities of Internal Audit
    and Compliance, Corporate Social Responsibility and Corporate Governance as a means of ensuring
    compliance with the task entrusted to him, which is to ensure the adequacy of the control system
    and policies to facilitate risk management at all times, meeting the objectives of the group.



D.4 Identification and description of the procedures for compliance with the regulations affecting the
Company and / or its group.


    One of the key aspects of the Banco Sabadell group's political and organizational basis of their
    culture, is the strict enforcement of all laws. Achieving business objectives must be consistent way,
    at all times compliance with the law.


                                                 236
The direct impact of regulatory breaches and loss of image in the regulatory, market, employees,
customers and the media are driving the need and importance of managing compliance risk,
meaning the risk of legal sanctions or administrative, significant financial loss or loss of reputation
for non-compliance with laws, regulations, internal rules and codes of conduct applicable to
banking. Recognizing this, the group has a Compliance function with the mission to promote and
ensure the highest levels of compliance and ethics, which manages the compliance risk to minimize
the possibility of its occurrence, and to ensure that breaches that may occur are identified, reported
and resolved quickly. In order to carry out that mission, the group has opted for a centralized model
of compliance in the matrix with decentralization of responsibility in national and international
branches and offices abroad. It is a flexible, focused on the risk (risk focus approach), which adapts
quickly to the group's strategy at all times and takes advantage of synergies, especially in those
areas with complex and global impacts that require technological developments and has main
challenge the homogenization of levels of compliance control in the group by establishing minimum
standards mandatory, regardless of the activity or the country in which the group of activity.

This model is enhanced and promoted through two main elements:

- A strong central unit that provides services to the entire group and gradually evolves from a model
aimed at specific risk management towards a global management of compliance risk. In this model,
core processes (CORE) are the distribution and control of implementation of new regulations
applicable to the group, and focused on risk control for the correct execution of the laws already in
place. This methodology''classified''Risk Approach Focus regulations on risk-based regulatory
compliance and reputational risks associated with, and sets the level of rigor and control program
run by Compliance in each case. The prevention of money laundering, preventing and blocking
terrorist financing, market abuse, the internal rules of conduct and MiFID, for example, are
classified as high risk and, therefore, require direct and control Compliance integral. With regard to
other rules, the control program will be structured through a combination of direct controls (via
samples) and indirect through monitoring indicators of each risk.



                                            237
- A system of matrix unit responsible for compliance located in each of the branches and offices
abroad (with functional dependence of the central hierarchical Compliance and director of the
subsidiary / foreign office) reporting regularly the unit and ensure compliance with current
legislation, in all countries and activities in which it operates.


The group uses a specific methodology for further progress in regulatory compliance tour through
four main areas:

- Technology to integrate compliance into the operational processes of the group and achieve
maximum efficiency levels and a high level of adjustment to current legislation.

- Training / information to the affected people continued through an annual training plan tailored to
the needs of each moment and each group with the aim of raising awareness, emphasize and
clarify concepts in those areas most sensitive or special risk.



- Clear procedures for action, life for people affected know how to proceed in each case and for
questions or special cases.

- Efficient communication channels.

Global Risk Management Compliance

Banco Sabadell is committed to transparency and strict compliance with all laws applicable to the
group and Compliance Department, through its processes CORE, is who has the task of ensuring
the group setting such standards . In this core process is where the action strategy embodied in the
matrix centralized and decentralized branches and offices abroad:

i) in the matrix controls are centralized implementation of new regulations and the implementation
of the annual audit plan, the reputational risk analysis of new products and new projects and
reviewing and monitoring advertising campaigns with more impact, and rates / prices charged the
group to its operations.

ii) in the branches and offices abroad, through high-level partners and responsible Compliance
homogenized in the level of control group and therefore adjustment to current regulations.


The methodology used to manage compliance risk is called RFA (Risk Focus Approach), which
classifies the rules in light of the risks of compliance and associated reputational and sets the level
of rigor and control program run by Compliance Standards in each case.

Regarding the control infrastructure, the
group has:




                                              238
. Internal operating procedures of each of the areas that are part of this core.

. Business Communication Policy, which reflects the principles and criteria governing the
advertising of the group, in order to avoid legal and reputational risks that may result from the
advertising business. Likewise, and in order to strengthen its commitment to a legal publication,
fair, accurate, fair and transparent, the group has partnered with the Association for the Self-
Regulation of Business (Self).

. A machining control system through which new regulations are sent to recipients who, after an
analysis of impacts to the system itself must report both the results and conclusions and action
plans to implement this legislation within correct.

. Risk indicators continuously monitor the risk associated with materials for their potential
reputational impact are classified high risk, and therefore are controlled directly by the Compliance
Department


. An automated system for processing, from the risks / controls defined, of the annual review of
Compliance. This system also has a feature that allows continuous monitoring of each of the risks
reviewed.

Prevention of money laundering prevention and blocking terrorist
financing

Banco Sabadell has a defined policy and a rigorous identification procedure, acceptance and
understanding of their customers to avoid being used for activities linked to money laundering or
the financing of terrorism.

The group has an internal control body, chaired by the Auditor General, which monitors compliance
with the Law on Prevention of Money Laundering and the Law to Lock the Financing of Terrorism in
the group, which represents all societies the group are obligated as well as areas of particular risk
of the bank.

Regarding the control infrastructure, are available:




                                            239
. Legislation to prevent money laundering and a specific group for each subsidiary which is
obligated under Spanish law, as well as branches and offices abroad. These regulations are tailored
to their specific activity and local legislation, but must always meet the minimum standard of the
group.

. Legislation to block terrorist financing group.

. A questionnaire about knowledge of the customer (KYC - Know Your Customer) in which customer
data is captured on both identification and planned banking activities.

. A customer acceptance policy with different levels of authorization based on the risk of money
laundering associated.

. A policy and specific procedures for banking correspondents in the prevention of money
laundering and terrorist financing specific legislation on the Enhanced Due Diligence

. Due Diligence procedure''reinforced''for groups at particular risk.

. An intelligent system for tracking suspicious transactions that generates alerts based on defined
parameters, which are managed and analyzed and, if necessary, reported as current legislation, the
Executive Service for the Prevention of Money Laundering.

. A machining control system that detects possible matches with individuals linked to terrorist
activities, people with public responsibility and their relatives. These matches are managed with
immediate effect and, if appropriate, reported to the regulator.

. A policy of training for all employees detailing the various lines of action in this regard, since the
formation of welcome compulsory for all people joining the group to an annual training plan or
distance courses for all employees and specific actions for specific groups considered at risk and
affiliates. In addition, specialized newsletters are distributed periodically which gathers articles and
news of interest to help raise awareness among employees, especially those in contact with
customers on new practices to take into account.

. An annual report by an outside expert to evaluate the procedures and control systems in place.

Market Abuse and Investor Protection (MIFID)

Banco Sabadell is committed to the obligation to safeguard market integrity, as it provides all
services related to transactions in the securities markets and listed on the Spanish stock market.
The group, in accordance with applicable law, is committed to ensuring market transparency, the
correct formation of prices and investor protection through the implementation of operating
procedures, the development of applications for management and control and providing training to
those affected.


                                              240
         The Corporate Ethics Committee, chaired by the Auditor General, is the control and monitoring body
         that enforces the rules of group behavior of the stock market and the general code of conduct. The
         Compliance Department is the operational arm of this committee, acting by delegation, directly
         managing and overseeing the compliance risks.

         The group has:

         . Internal Rules of Conduct in the securities market area approved by the Governing Council which
         aims to facilitate, to the affected people, knowledge and application of standards of conduct on
         securities markets. It develops concepts such as insider trading, price manipulation, separate areas
         or conflicts of interest by setting general guidelines on how to proceed and the communication
         channel to use.

         . Internal regulations on insider information management in group Banco Sabadell and regulations
         to report suspicious transactions.

         . A conflict of interest policy that identifies the different types of conflict that may be incurred, and
         the procedure for the prevention, management and communication of them.

         . MiFID policies: policy implementation and order management, outsourcing and political policy of
         safeguarding financial instruments.



E - GENERAL BOARD

     E.1 Indicate whether there are differences with the minimum requirements set out in the Corporations
     Act (LSA) for the quorum for the Annual General Meeting

                   NO

                                                 % Of quorum different             % Of quorum different
                                               established in art. CL 102       established in art. LSA 103
                                                       for general cases         special cases of art. 103

     Quorum required at 1 st call                                        0                                     0

     Quorum required in 2 nd call                                        0                                     0



                                                      241
E.2 Indicate whether there are differences with the provisions of the Companies Act (LSA) for the system
for adopting resolutions.

              NO


  Describe the differences compared with the system
  established in the SCA.


E.3 rights of shareholders in relation to general meetings, which are different from those contained in
the LSA.


    Bylaws recognize the shareholders of Banco Sabadell all social rights under the Corporations Law
    (now the Companies Act Capital).

    Also, regarding the right to information of shareholders, it gives shareholders the ability to access
    information from the annual accounts and other documents which are to be submitted for approval
    by the General Board and the auditors' report accounts in the corporate website of the Banco
    Sabadell group called www.grupbancsabadell.com. Also, through the aforementioned web page
    shareholders may access the literal content of the proposed agreement and its justification, if any,
    the Board of Directors will submit for approval at the AGM.

    The Board of Directors at its meeting on 24 February 2005 agreed to comply with the provisions of
    Section 9 of Article 10 of the Rules of the General Meeting, considering that the system of
    electronic banking is the bank's guarantees of authenticity and legal certainty necessary for
    enabling proxy mechanisms by electronic systems, so that enabled its use in this regard to general
    meetings of the bank and, consequently, such a possibility was indicated in the call for them.

    Article 9.4 of the General Meeting Regulations provides that the Board of Directors shall ensure
    that, subject to guarantees of authenticity and security, the resolutions proposed by shareholders
    may also be submitted using the website of the society through whose same means the Governing
    Body may communicate its acceptance or rejection of the undersigned shareholders and, where
    appropriate, to issue its contents to the remaining shareholders.

    They may also be accessed at that website to Laws and Regulations of the General Meeting of the
    Board of Directors, Audit Committee, the Rules of Conduct in the field of securities market, the Code
    of Conduct Annual Report Corporate Governance Annual Report Corporate Social Responsibility and
    the relevant documents on the Register, under the conditions of access that it provides.

    The Board of Directors at its meeting on July 22, 2010, agreed to proceed with the creation of an
    Electronic Forum Meeting and the approval of the regulation that regulates, in compliance with
    Article 117.2 of the Securities Exchange Act , amended by Law 12/2010 of 30 June.


                                                242
E.4 Indicate, where appropriate, measures to encourage shareholder participation at general meetings.


    The bank has always facilitated the participation of shareholders in general meetings, sending a
    newsletter to shareholders and to report on their call directly (apart from the publication in BORME
    and newspapers). It also provides the proxy with explicit instructions across all its offices, achieving
    high rates of participation and representation in the Board.

    In Article 14.5 of the same document, it is expected that, wherever possible, with guarantees of
    legal security and authenticity of the express will of the shareholders, may be devised by the Council
    voting arrangements by mail or electronic .


    During fiscal 2010, the Forum has created electronic stock that can be accessed through the
    company website www.grupbancsabadell.com.
    The Forum is enabled with the sole purpose of facilitating communication between the shareholders
    of Banco Sabadell during the call and until the conclusion of each Annual General Meeting.
    The Forum may be published:
    - Proposals claiming to be complementary agenda announced in the Call of the Board.
    - Membership applications to these proposals.
    - Initiatives to achieve the rate sufficient for the exercise of a right
    minority provided by law.
    - Offers or requests for voluntary representation.



E.5 Indicate whether the position of President of the General Board agrees with the Chairman of the
Board of Directors. Describe, if so, what measures are taken to ensure the independence and proper
functioning of the General Meeting:

              NO




                                                  243
E.6 Indicate any amendments made during the year in the General Meeting Regulations.

    The Annual General Meeting of Shareholders of Banco Sabadell, SA held on second call on March
    25, 2010, the second proposal on its second point Agenda, approved the amendment of the Rules
    of the General Meeting of Shareholders on the terms following:

    a) Amendment of Article 10 of the Regulations of the Shareholders of Bank
    Sabadell, SA, adding a second paragraph to paragraph 8 of Article 10 with
    worded as follows:

    ''8. Where in the opinion of the Governing Council be given guarantees of authenticity and
    necessary legal certainty, may be approved delegation arrangements systems
    electronic.
    Shareholders who have made use of proxy voting by electronic systems may
    express their vote for each of the items on the agenda for this
    means.''



    b) Amendment of Article 13, paragraphs 4 and 6 and adding a new Article 5, Article 13 being the
    next read, which is reproduced for further clarification:

    ''1. It constituted the Board, it may begin with an address by Chairman of
    Board of Directors who will present attendees with the outline of the evolution of
    Bank and future projects, all with express reference to general framework on which
    developed the group's activity.

    2. Completed, where appropriate, inform the President of the Board of Directors, it
    regardless of the General Board, will assign the word in ordinary general meetings, the Chief
    Executive
    be required to provide annual accounts and other documents in the point
    Agenda on their approval.
    Shareholders may raise, issues to the Audit Committee so that it
    report of the matters within its competence.

    3. By the Secretary of the Board shall announce each of the proposed resolutions
    put to the vote of the General Meeting. This may relieve the Secretary of that duty, when
    proposed agreement has been made available to shareholders with sufficient time and
    deemed unnecessary by the Board itself thorough reading of that proposal.




                                               244
4. Before voting on the proposed resolutions contained in the Agenda, will open a floor for
shareholders to seek additional information or clarification they deem necessary in relation to items
on the agenda or proposals. In this same turn, must be answered to the questions which have been
made by shareholders in writing and before the conclusion of the AGM.
A shareholder who intends to request that his speech recorded verbatim in the minutes of the
Board shall deliver written at the time the notary public speaker, so you can proceed to compare it
to the same intervention.
The Council is obliged to provide the information requested by shareholders, in their requests in
writing or orally, unless, in the opinion of the Chairman of the Board, the publication of the data
requested would harm the interests. This exception does not apply when the request is supported
by shareholders representing at least a quarter of the capital.

5. The Board shall determine the order of performance for shareholders.
All interventions by shareholders will be assigned the same time, which will initially set by the
President, who seek to be equal for all.

By virtue of the powers held by the President, it may:
a) extend the time initially allocated to each shareholder to intervene if they see fit.
b) presenting shareholders request clarifications or extensions to those issues
been raised and have not been sufficiently explained or understood during the intervention.
c) tell the necesariedad presenting shareholders to gird his speech to the themes of the
Board. d) presenting shareholders warn that they can not exercise its right to intervene
in an abusive manner.
e) draw presenting shareholders is nearing completion time of its intervention, removing, where
appropriate, the word to those shareholders who do not respect the speaking time or affect the
proper development of the Board.



6. Completed, according to the President, the presentation period shall be voting on proposed
resolutions to this effect will start for the expression of the votes against the proposal, abstentions
will be collected then, and finally, the term The remaining votes are affirmative. For the counting of
votes the Board may assist one reliable computer systems, which may be examined by any
shareholder entitled to vote.
                                             245
    7. If the affirmative votes would be manifestly insufficient to approve the proposed agreement
    concerned, the President declared approved, subject to reflect on the record the exact outcome of
    the vote. Just been definitely approved the proposed agreement that the record collecting as such.

    8. In any case, the President permitted to intervene when the voting has begun.''



E.7 data on attendance at the general meetings held during the year covered by this report:


                                               Attendance details

                                                                 % Remote voting
   Date             % Of                                                                      Total
                                        %           Electronic voting      Other
   Board        attendance
                                representation
 General          physical


 25/03/2010             4,960           62,330                   0,000             0,000              67,290


 18/09/2010             1,070           67,330                   0,000             0,000              68,400



E.8 Briefly indicate the resolutions adopted at the general meetings held during the fiscal year covered
by this report and percentage of votes with which each resolution.


    For lack of space and inability to perform a detailed transcript of a statement is made the
    resolutions of general meetings held during the year. The agreements are available on the web
    www.grupbancsabadell.com, under 'shareholder information Investors', subsection' general meeting
    '/' previous meetings. " Also, there will be references to paragraphs of the report itself where more
    information can be obtained.

    Annual General Meeting of Shareholders held on March 25, 2010

    First agreement
    Approve the Annual Accounts - Balance Sheet, Profit and Loss Statements of changes in equity for
    the year, cash flow statements and memory - as well as the Management Report of Banco de
    Sabadell, SA and its consolidated group (including Explanatory Report on the issues stipulated in
    Article 116a of the Securities Exchange Act) and the Report on remuneration policy of the Board of
    Directors of Banco de Sabadell, SA, all for the year ended December 31, 2009, the management
    carried out by managers of Banco de Sabadell, SA during the fiscal year started on January 1, 2009
    and closed on December 31 of that year as well as the proposed distribution of the outcome of this
    exercise, consistent to distribute the benefit as follows:


                                                 246
To voluntary reserves                     360.469.428,89 Euros
A Canary Islands Investment Reserve             317.955,16 Euros
A dividend                                  168.000.000,-- Euros

Account paid September 1, 2009                    0.07 Euros per share
Has paid the December 15, 2009                      0.07 Euros per share



Second agreement
First proposal for the second point of the agenda. Modify, after obtaining in case of legal or
regulatory authorizations to proceed, the Bylaws of Banco de Sabadell, SA in the following sense:

to. Amendment of Article 59 bis of the Bylaws of Banco de Sabadell, SA, which will be worded as
follows:

Article 59 bis. In any event, shall constitute an Audit and Control, Porun made up of five members,
all non-executive directors appointed by the Council
Directors, which shall also designate its Chairman, by the affirmative vote of two thirds of its
components.
The President shall serve for a maximum period of four years, but may be re-elected before he
passed within one year after its termination.
The Audit and Control Committee shall meet at least once every three months, and always
convened by its President, on his own initiative or any member of the Commission or
at the request of the Chairman of the Board of Directors or external auditors.
The Audit and Control Committee may require the attendance of those same executives, including
directors as may be, it deems appropriate, with notice to that effect to or the Director General is / is
for it / I have / no assistance.
Correspond to the Audit and Control Committee the following powers:
1. Reporting to the General Board on issues raised by the shareholders regarding matters
within its competence.
2. Propose to the Board of Directors, for submission to the General Meeting of Shareholders
the appointment of external auditors, establishing the conditions for engagement, the scope of the
mandate and, where appropriate, the revocation or non-renewal, review contract compliance audit,
ensuring that the opinion on the annual accounts and the main contents of the audit report are
written clearly and accurately.


                                            247
3. The annual report and quarterly financial statements and semiannual and pamphlets to be sent
to the regulatory or supervisory bodies, overseeing compliance with legal requirements and proper
application of generally accepted accounting principles, and report the proposed amendments to
these principles.
4. Oversight of internal audit services, reviewing the appointment and
replacement of its members.
5. Knowledge of the financial reporting process and internal control systems of
society.
6. Relations with external auditors to receive information on those issues
could jeopardize the independence and any others related to the development process of the audit
and other communications provided for in audit legislation and in technical auditing.
7. Report on all matters within the framework of its powers, will be subject to consideration by the
Board of Directors.
8. All other powers are conferred by law or by these rules and regulations that
implement them.
The Audit Commission produces an annual report on its activities, which should be included in the
Management Report referred to in Article 77 of these statutes.

b. Introduction of a new Article 82 bis in the Bylaws of Banco de Sabadell, SA will have the following
wording:

Article 82 bis .- The General Meeting may decide to distribute dividends (either from the year's
profits or free reserves) or the premium, in kind, provided that the assets or securities to be
distributed are homogeneous and sufficiently liquid or capable of liquidation in any event presumed
that attends the latter circumstance in the case of securities which are admitted or will be admitted
to trading on a regulated market.
The rules contained in the preceding paragraph shall also apply to the return of contributions in
cases of capital reduction.


(…)
Second proposal for the Second Point


Agenda of Change Regulations


General Meeting of Shareholders (...).


See Section E.6 of this report


Third proposal for the second point of the agenda.




                                            248
Taking account of the amendments to the Regulations of the Board of Directors
and approved by the Board of Directors of Banco de Sabadell, SA at its meeting
Last February 18, 2010 (..).
See section B.1.18 of this report. Third agreement
Approve a fee for additional shareholder dividend for the year 2009, consisting of in-kind
distribution of the share premium reserve of shares by delivering to the shareholders of Banco de
Sabadell, SA of shares representing the capital of the Company from the treasury.



The remuneration to deliver will be the equivalent of € 0.08 gross distribution for each of the shares
eligible, which means that there will be a payment in kind under the voluntary reserve premium of
shares amounting maximum total of 96,000,000 Euros.
For the purposes of this agreement, the reference value of each share to deliver will be the average
weighted price action in the Stock Exchange Interconnection System (Continuous Market)
during the five sessions prior to the date of conclusion of the General Meeting of Shareholders
that is, March 25, 2010 (the "Reference Value").
The number of shares to be delivered to each shareholder will be determined by the amount of 0.08
Euros multiplied by the total number of shares of the shareholder and divided by the value
Reference rounded down to nearest whole number and the amount that exceeds the
multiple the effect of such rounding shall be paid in cash to each shareholder
('Excess').
The shares will be delivered on April 23, 2010, through the systems and mechanisms
established by the Company Management Systems Registration, Clearing and Settlement
de Valores, SA (IBERCLEAR), so that the right to receive distribution in kind,
accrue in favor of those who, at the close of markets on April 15, 2010, appear
as holders of shares of Banco de Sabadell, SA in the accounting records of the entities
Participants of the Society of Management Systems Registration, Clearing and Settlement
de Valores, SA (IBERCLEAR).
Banco de Sabadell, SA acting as agent bank for this purpose, coordinated and carried out with
IBERCLEAR and its associated entities efforts and operations necessary or merely
convenient to implement the distribution in kind, all in accordance with the procedure and
as provided in this agreement and in which, where appropriate, develop the Council
Directors of Banco de Sabadell, SA



The shares delivered and paid in cash over refer to the amount of compensation
                                            249
gross, so that all deductions and payments which, if any, might be due according to law shall be
borne by shareholders. They will also be shareholders account any fees or expenses, in accordance
with current legislation could impact the entities participating in IBERCLEAR or depository in
connection with the distribution. However Banco de Sabadell, SA does not charge any commission
to the shareholders whose shares are deposited in the Banco Sabadell and beneficiaries arising by
reason of this operation (..).



Fourth agreement

First Point Four proposal on the agenda.

A proposal for the Nomination and Remuneration Committee and in accordance with Article 51 of
the Laws, re-elected for a further period of five years on the Board of Directors with consideration of
an executive director Don José Oliu Creus ( ...).

Two Point Four proposal on the agenda.

A proposal for the Nomination and Remuneration Committee and in accordance with Article 51 of
the Laws, re-elected for a further period of five years on the Board of Directors with consideration of
independent director Don Joaquin Folch-Rusiñol Corachán (...).

Third Point Four proposal on the agenda.

A proposal for the Nomination and Remuneration Committee and in accordance with Article 51 of
the Laws, re-elected for a further period of five years on the Board of Directors with consideration of
independent director Don Miguel Rovira Bosser ( ...).

Fifth resolution

Approve an incentive plan based on shares for Banco de Sabadell Group, SA, in accordance with
the following basic features:
a) The purpose of the system will pay to implement the form of an incentive plan (hereinafter the
"Plan") based on shares of Banco de Sabadell, SA The incentive will consist of a unique variable
compensation based on the increased value of the shares of the company for a certain period of
time, with reference to their market value, taking into account also the work developed, the risks
and the results obtained by the beneficiary. The variable remuneration shall be effected by delivery
of shares of the company itself.




                                             250
b) Beneficiaries: The beneficiaries of the Plan, the directors of Banco de Sabadell, SA and
subsidiaries comprising its consolidated group, as determined by the Board of Directors upon the
recommendation of the Nominating and Compensation Committee, including, in any case,
Members of the Governing Council to develop executive functions in society and the general
managers and similar to the society and its consolidated group companies to develop their senior
management.
The number of beneficiaries, pending final assessment by the Board of Directors upon the
recommendation of the Nominating and Compensation Committee, is 322 officers, of which 2 are
executive directors, general managers and 17 were treated and 303 are other managers.
The Plan shall be voluntary commitment by the
beneficiaries.

c) Number of shares affected by the plan: the maximum number of stock options to be taken as
reference in order to set the variable compensation to be paid to the beneficiaries of the Plan shall
be 28,000,000. That maximum,
2,670,000 stock options will be set aside to cover the possible incorporation of new beneficiaries
Plan unforeseen at the time of initial assignment.

d) Individual assignment: assigning individual rights in the number of actions to be taken as a
reference for each of the beneficiaries of the Plan will be made by the Board of Directors upon the
recommendation of the Nominating and Compensation Committee.
The aforementioned individual mapping is performed at the mere purpose of computing and will not
involve the acquisition of a shareholder or any other rights attaching to that status by the recipient.
Also, the rights shall take the character of a personal basis and therefore shall not be transferable
with the exception of matters
special     that      provide,     where appropriate, in          general conditions of the Plan to be
approved               by the Board of Directors of the Company.
The Chairman of        Board                          Management rights will correspond 2,600,000
actions and, in turn, the                            CEO     society would correspond 2,000,000
stock options.




                                            251
e) Value of shares to be taken as reference: for the computation of the variable compensation plan
which is the initial value is taken as the unit of the shares of Banco de Sabadell, SA its weighted
average share price over the last thirty (30) trading sessions preceding to March 26, 2010. For new
beneficiaries who join the Plan on the terms, if any, are anticipated, the initial value is taken as the
weighted average price of thirty (30) trading days preceding the grant date of the Plan. Final value is
taken as the weighted average contribution of the action of society in the thirty (30) trading days
preceding the closing date for the calculation of the revaluation.

f) Duration of Plan: The Plan will commence on March 26, 2010 and will last a maximum of three
years and three months. The time period to be taken into consideration for purposes of calculating
the increased value of the shares will begin on March 26, 2010 and ending on June 11, 2013.


(...)
Sixth agreement

Authorize the Board of Directors as broadly as necessary right, so that, in accordance with the
provisions of Article 153.1) of the Companies Act, can increase social capital in one or more times
the amount, dates, conditions and other circumstances which the Board decides to limit and for a
maximum period provided by law, can determine the type of activities and freely offer the new
shares not subscribed within the period or periods emption provided that, if fully subscribed, the
capital will be increased only by the amount of subscriptions made and to rewrite the article of the
Laws relating to social capital (...).

Seventh agreement

Delegate to the Board of Directors for a period of three years from the date the power to issue, in
one or more times in a subsidiary or not, non-convertible obligations under this designation,
preference shares, bonds or other cash similar bonds and other fixed-income securities.

It also specifically authorizes the Council to develop a program to issue bank notes, under this or
any other name, in one or more times during the period of three years from the date.

The Council may establish freely the total amount of each issue or program and the maturities,
interest rate and other terms applicable to each, without the obligations or promissory notes may at
any time exceed the limits set by law and in general perform such acts without limitation, public or
private is the Board deems necessary or appropriate for the execution of this agreement and, where
appropriate, to appoint the Commissioner and approve the basic rules are to govern the legal
relations between and the Union Bank of holders of the securities issued.



                                            252
Also empower the Council so that when it sees fit, and subject to obtaining the necessary approvals
and, where appropriate, the conformity of the Assemblies of the Unions for security holders, modify
the conditions of repayment of fixed income securities issued and their respective term and interest
rate, if any, earned by including in each of the emissions that are carried out under the previous
delegation.

It also give the Council express powers of delegation and substitution of these powers, as stipulated
in the Companies Act (...).


Eighth resolution

Delegate to the Board of Directors, under the general rules on the bonds and under the provisions of
Articles 144, 153 and 293 of the Companies Act and 319 of the Mercantile Registry Regulations, the
authority to issue bonds and any other securities representing part of a loan convertible into new shares
of the Company and / or exchangeable shares outstanding of the Company and warrants or similar
securities which may give direct or indirect right to subscribe or purchase of shares of the Company,
either newly issued or already in circulation (...).



Ninth agreement

Rescinding the resolution adopted by the General Meeting of March 19, 2009 in what is not
executed, to authorize the Company to, directly or through any of its subsidiaries, and for a
maximum period of five years from the timing of this Board, may acquire, at any time and as often
as it considers appropriate, shares of Banco de Sabadell, SA by any means permitted by law,
including from benefits of exercise and / or free reserves available and they can subsequently sell
or redeem them, or where appropriate, give them to workers as part of their compensation, all in
accordance with Article 75 and related provisions of the Companies Act (... .)

Tenth deal




                                                 253
In accordance with Article 204 of the Companies Act and a proposal to the Governing Council by the
Audit and Control, the company re-elect PricewaterhouseCoopers Auditors, SL, NIF B-79031290, as
Auditors company accounts and consolidated accounts of their group, for a further period of one
year (...).

Eleventh agreement

Expressly authorize the Chairman of the Board of Directors, Don José Oliu Creus, Secretary Don
Miquel Roca i Junyent, and Vice Secretary of the Black Don José Luis Rodríguez, or who may replace
them if necessary in their respective offices of President, Secretary and Deputy for any of them
either, representing the bank, you can:

Carry out such procedures are necessary to obtain licenses or registrations are made with the Bank
of Spain, Ministry of Economy and Finance, General Directorate of Treasury and Finance and the
National Securities Market. Appear before a notary to provide notarization of agreements reached,
and take any actions or steps may be convenient or necessary to achieve their fullest execution and
registration, where appropriate, in public records and, in particular in the commercial register of the
Province.

Extract of the agreements reached at the Annual General Meeting of Shareholders held on
September 18, 2010



First proposed agreement

Capital increase of Banco de Sabadell, SA by contributions in kind.

Increase the share capital of Banco de Sabadell, SA ("Banco Sabadell) for a maximum amount of
eleven million seven hundred and three thousand eight hundred fifty-four twenty-five cents Euros
Euros (11,703,854.25 Euros), with the issue and outstanding 93,630,000 ochocientas thirty-four
(93,630,834) ordinary shares of the same class, nominal value of EUR 0.125 each, to enter
contributions in kind consisting of shares of Banco Guipuzcoano SA ("Banco Guipuzcoano).

This capital increase is intended solely for Guipuzcoano Bank shareholders attending the tender
offer 100% capital of Banco Guipuzcoano by Banco Sabadell.

The maximum number of shares to be issued has been calculated assuming that the tender offer is
accepted by 100% of the shareholders of Banco Guipuzcoano (...).


Second proposed resolution

Issuance of convertible subordinated Bonds into Shares of Banco de Sabadell, SA


                                            254
Make a debenture convertible subordinated in newly issued shares of Banco de Sabadell, SA to its
offer as consideration under the tender offer for 100% of the share capital of Banco Guipuzcoano
SA agreed by the Board of Directors of the Company on June 25, 2010, by Banco Sabadell (...).
Third draft agreement apply for admission to listing of shares and bonds issued in the previously
approved agreements (...).



Fourth draft agreement

First Point Four proposal on the agenda


Set to 15 the number of members of the Board of Directors of Banco de Sabadell, SA, after
amending article 51 of the Bylaws of Banco de Sabadell, SA (...). Two Point Four proposal on the
agenda the proposal of the Nomination and Remuneration Committee, in accordance with Article
51 of the Bylaws, following the amendment to the earlier proposal to appoint Mr Jose Echenique
Landiribar, of age, with no ID 15768843-C, as a member of the Board of Directors for a period of
five years, with consideration of independent director. This appointment is made to fill the existing
vacancy on the Council after the statutory amendment and the setting at 15 the number of
members of the (...).


Third Point Four proposal on the agenda

A proposal for the Nomination and Remuneration Committee, in accordance with Article 51 of the
Bylaws, following the amendment referred to above, to appoint Mr José Ramón Martínez Sufrategui,
of age, with no ID 16492354-C, as a member of the Board of Directors for a period of five years,
with consideration of independent director. This appointment is made to fill the existing vacancy on
the Council after the statutory amendment and the setting at 15 the number of members of the (...).




                                           255
    Fifth proposed agreement:

    Condition the execution of previous agreements adopted by the General Meeting approval, within
    their respective jurisdictions, by the National Securities Market, Bank of Spain, General Directorate
    of Insurance and Pension Funds, the National Competition Commission and any other relevant
    authority of the Public Offering (IPO) of 100% of the shares of Banco Guipuzcoano, SA, and very
    specifically to the acceptance of the Offer by the shareholders of Banco Guipuzcoano SA and other
    terms and conditions also contained in the notice prior to the request for authorization to submit the
    bid by Banco de Sabadell, SA, reported to the National Stock Exchange as of June 25, 2010 and will
    be recognized in the Prospectus of the Offer being issued, and the terms and conditions that are
    ultimately agreed by the Board of Directors of Banco de Sabadell, SA (...).

    Sixth proposed agreement:

    Expressly authorize the Chairman of the Board of Directors, Don José Oliu Creus, Secretary Don
    Miquel Roca i Junyent, and Vice Secretary of the Black Don José Luis Rodríguez, or who may replace
    them if necessary in their respective offices of President, Secretary and Deputy for any of them
    either, representing the bank, you can:

    Carry out such procedures are necessary to obtain licenses or registrations are made with the Bank
    of Spain, Ministry of Economy and Finance, General Directorate of Treasury and Finance and the
    National Securities Market, appear before a notary to give rise to public the agreements reached,
    and take any actions or steps may be convenient or necessary to achieve their fullest execution and
    registration, where appropriate, in public records and, in particular in the commercial register (...).



E.9 Indicate whether any statutory restriction on the minimum number of shares required to attend the
General Meeting.

              SI


        Number of shares necessary to attend the General Meeting                                         800




E.10 Indicate and explain the policies pursued by the company regarding proxy voting at general
meetings.


  The bank has historically provided to its shareholders the proxy by sending them directly to a
  newsletter in which they are told the conclusion of the Board, the agenda and are given a flyer for
  them to delegate any other person duly identified, looking out for own bank to collect and record
  these delegations. Currently, mechanisms have enabled proxy voting by electronic systems used in
  this regard to General Meetings of the bank with a mention of that possibility in the call for them.

                                                256
      E.11 Indicate whether the company is aware of the policy of institutional investors to participate or not
      in the decisions of the company:

                    NO


      E.12 Address and how to access the corporate governance information on its website.

           The contents must be published by Law 26/2003 of 17 July transparency of listed companies,
           which developed the ECO/3722/2003 Order of 26 December, and those required by Circular 1 /
           2004 of 17 March from the National Securities Market Annual Report on Corporate Governance of
           listed companies are directly accessible through the corporate website, Shareholders and Investors
           Information section, www.grupbancsabadell.com.


F - DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS


Indicate the degree of compliance by the company on the recommendations of the Unified Code of Good
Governance. In the event of not fulfilling any of them, explain the recommendations, standards, practices or
criteria applied by the company.



1. The bylaws of listed companies do not limit the maximum number of votes that one shareholder, or impose
other restrictions on taking control of society through
the purchase of shares in the market.
        See sections: A.9, B.1.22, B.1.23 and E.1, E.2


                    Explain
      Art 40. Regulations sets a limit of 10% of votes cast at the General Meeting, unless the Deposit
      Guarantee Fund for Banking Institutions acquires a greater than 10%. These limitations included in the
      time of the IPO and were approved by shareholders representing at least 75% of the voting rights.


2. When the parent company and a subsidiary are both listed they should both be publicly defined with
precision:
      a) The respective areas of activity and any business relationships between them have been precisely
      and publicly defined, as well as those of the listed subsidiary with other group companies;
      b) The mechanisms established to resolve any conflicts of interest that may arise.
                                                  257
       See sections: C.4 and C.7


                      Not applicable


3. That, while not expressly required under company law, are subject to the approval of Shareholders
operations involving a structural change in society and in particular the following:
       to)     The conversion of listed companies into holding companies through subsidiarisation, or
       subsidiaries incorporated into core activities so far
       by the firm, even though it retains full control of the former;
       b) The acquisition or disposal of essential operating assets, when they involve an effective modification
       to the corporate purpose;
       c) Operations whose effect is equivalent to the liquidation of
       Company.


                      Meets


4. Detailed proposals for resolutions to be adopted at the General Meeting, including information referred to in
Recommendation 28, be made available at the time of publication of notice of meeting of the Board.

                      Meets


5. During the General Meeting, separate votes should be cast for issues that are substantially independent so
that shareholders may separately exercise their voting preferences. This rule applies, in particular:
       a) The appointment or ratification of Directors, who should be subject to separate votes;
       b)      In the case of amendments to the Bylaws, each article or group of items that are
       materially different.
       See heading: E.8


                      Meets

6. The fractioning of votes so that financial intermediaries legitimately participating as shareholders but acting
on behalf of different customers may vote in accordance with the instructions of the latter.
      See heading: E.4
                     Meets


7. The Board of Directors should carry out its duties with a common purpose and under independent criteria,
treat all shareholders equally and be guided by the Company's interests, understood to be the sustained
maximization of the company's financial value.
It shall ensure that in their relationships with interest groups (stakeholders) the company abides by the laws
and regulations, comply in good faith their obligations and contracts respects the customs and practices of
the sectors and territories where it does business; and upholds any additional social responsibility to
voluntarily.


                     Meets


                                                         258
8. The Board of Directors should assume its core mission of improving the Company's strategy and the
organization necessary to put it into practice, as well as to supervise and ensure that Management complies
with the established objectives and respects the Company's purpose and business interests. And, to this
end, the full Board reserves the right to approve:
      a) The Company's general policies and strategies and, in particular:
        i) The strategic or business plan, as well as management and annual budget targets;
        ii) The policy of investments and financing;
        iii) The definition of the structure for the group of companies;
        iv) The corporate governance policies;
        v) The corporate responsibility policy;
        vi) The policy for evaluating senior management performance and compensation;
        vii) The risk management and control policy, as well as regular monitoring of internal information
        and control systems.
        viii) The policy for dividends, as well as treasury stock and, in particular, their limits.
      See sections: B.1.10, B.1.13, B.1.14 and D.3
      b) The following decisions:
        i)    A proposal of the chief executive of the company, the appointment and removal of senior
        managers, and their severance packages.
        See heading: B.1.14
        ii) The remuneration of directors and, in the case of executive directors, additional
        their duties and other conditions of their contracts.
        See heading: B.1.14
        iii) The financial information that the Company must make public on a regular basis due to the fact
        that it is listed on a stock exchange.
        iv)     All investments or transactions that, due to the large amount concerned or their special
        characteristics, are strategic in nature except for those that must be approved by the General
        Meeting;
        v)     The creation or acquisition of shares in special-purpose vehicles or domiciled in countries or
        territories that are considered to be tax havens, as well as any other similar transactions or operations
        that, due to their complexity, could harm the transparency of the Group.
      c) Transactions between the Company and its directors, shareholders or board representation, or persons
      related thereto ("transactions").
        This authorization of the Board shall, however, necessary in those operations
        related to simultaneously satisfy the following conditions:
        1ª. They are conducted under contracts whose terms are standardized and applied in
        large number of clients;


                                                         259
         2ª. They are carried out at prices or rates that are established in general by the party acting as the
         supplier of the asset or service concerned;
         3ª. That amount does not exceed 1% of the company's annual revenues.
         The Board should approve associated transactions after having received a favorable report from the
         On that Committee or, if appropriate, from any other Committee charged with this duty; and affected
         Directors, in addition to not exercising or delegating their right to vote, should leave the meeting
         room while the Board deliberates and votes on this issue.

      It is recommended that the powers hereby conferred to the Board are delegated with the exception of
      those mentioned in points b) and c), which may be adopted for reasons of
      urgency by the Executive Committee and subsequently ratified by the full Council.
      See sections: C.1 and C.6


                    Meets


9. The Board has the necessary size to achieve an efficient and participatory, which
ideally comprise no fewer than five nor more than fifteen members.
See heading: B.1.1


                    Meets


10. The independent external directors represent a broad majority of the Council and that the number of
executive directors is the minimum necessary, considering the complexity of
corporate group and the percentage share of the executive directors in the capital of the company.
See sections: A.2, A.3, B.1.3, and B.1.14


                    Meets


11. If there is an external director can not be considered proprietary or independent, the company should
disclose this fact and its links with either the company or its directors, or its
shareholders.
See heading: B.1.3


                    Meets

12. Among the non-executive directors, the relationship between the number of proprietary and
The independent directors should reflect the proportion between the capital of the company represented by
directors and the rest of the capital.
         This proportionality can be relaxed so that the weight of proprietary
         is greater than the total percentage of capital they represent:
         1 In large cap companies in which few or no equity
         shareholdings that are legally significant consideration, but there are shareholders,
         shareholdings with high absolute value.
         2 º In the case of societies in which a plurality of shareholders represented on
         the Council and not otherwise related.
         See sections: B.1.3, A.2 and A.3


                    Meets
                                                         260
13. The number of independent Directors represents at least one third of all Directors.
See heading: B.1.3


                  Meets


14. The nature of each director is explained by the Board to the General Meeting of Shareholders to be made
or ratified his appointment and confirmation or, where appropriate, reviewed annually in the Corporate
Governance Report, after verification by the Commission appointments. The said report shall also explain the
reasons for which it was appointed at the request of shareholders whose stake is less than 5% of capital and
stating the reasons that have not been addressed, where appropriate, formal requests to the Board from
shareholders whose shareholding is less than that of others who have successfully requested
appointed.
See sections: B.1 B.1.3 and 4


                  Meets

15. When few or no female directors, the Board should explain the reasons and the
taken to correct the situation, and, in particular the Appointments Committee for
that new vacancies:
        a) The selection procedures do not suffer from the implicit bias
        selection of directors;
        b) The company makes a conscious effort to include among the candidates, women
        meet the professional profile.
        See sections: B.1.2, and B.2.3 B.1.27


                  Meets


16. The Chairman, responsible for the proper functioning of the Board, ensures that directors receive sufficient
information, encourage debate and active participation of the board meetings of the Council, safeguarding
their free opinion and expression view, and organize and chairmen of relevant committees periodically
Council and, where appropriate, the CEO or top executive.
See heading: B.1.42


                  Meets


                                                      261
17. That when the Chairman is also the chief executive of the society, to empower one of the independent
directors to call a meeting of Council or the inclusion of new items on the agenda, to coordinate and give voice
to the concerns external directors, and to lead the assessment
Council President.
See heading: B.1.21


                     Meets

18. The Secretary to the Board of Directors should particularly ensure that the Board's actions:
        a) Adhere to the letter and spirit of laws and regulations, including those approved by regulators;
        b) Consistent with the Articles of Association and Regulations of the Board of Directors and others
        of the company;
        c)   Take into account the recommendations regarding good governance established in this Unified
        Code that the Company has accepted.
        And, to safeguard the independence, impartiality and professionalism of the Secretary, the
        appointment and removal are reported by the Nominating Committee and approved by the full
        Board and that the appointment and dismissal procedure detailed in the Rules of
       Council.
See heading: B.1.34


                     Meets


19. The board should meet with the frequency necessary to efficiently perform its duties, following the
schedule and agenda established at the start of the year and each Director may propose other points to be
added to the Agenda.
See heading: B.1.29

                     Meets

20. That absences should be kept to the minimum and quantified in the report

Corporate Governance. And if the proxy, it is conferred with instructions.
See sections: And B.1.30 B.1.28


                     Meets


21. When directors or the Secretary express concerns about a proposal or, in the case of directors, on the
progress of the company and such concerns are not resolved at the meeting, at the request of those who have
expressed a complete record of them the minutes.


                     Not applicable




                                                       262
22. The Board should evaluate on an annual basis:
a) The quality and efficiency of the Board's operations;
b) Based on the report submitted by the Nominating Committee, the performance of their duties by the
chairman and the chief executive of the company;
c) The operation of its Committees, based on the reports that they issue.
See heading: B.1.19


                   Meets


23. All Directors should be able to exercise the right to obtain all additional information that they deem
necessary regarding the matters over which the Board has authority. And, unless the Articles or the
Regulations
Council provide otherwise, requests should be addressed to the President or Secretary.
See heading: B.1.42


                      Meets

24.                                          All directors are entitled to receive from society the necessary advice
for           the performance of their duties. The company should provide suitable channels for the exercise of
this right in special circumstances external advice at the company.
See heading: B.1.41


                   Meets


25. Companies should establish an orientation program providing new Directors with quick and sufficient
knowledge of the Company, as well as it's Corporate Governance rules. Should also be offered to directors of
refresher programs as circumstances dictate.


                   Meets




                                                        263
26. Companies should require that directors devote to their duties the time and effort required to
duties effectively and in consequence:
         a) Directors should inform the Appointments Committee of all other professional obligations to
         determine whether or not they could interfere with the dedication required;
         b) Company should establish rules regarding the number of Boards to which its Directors may
         pertain.
See sections: B.1.8, and B.1.9 B.1.17

                    Meets

27. Proposals to appoint or reelect Directors made at the General Meeting, as well as provisional
appointments through designation, should be approved by the Board:
         a) At the proposal of the Appointments Committee, in the case of Independent Directors.
       b) After receiving a report from the Appointments Committee, in the case of all other Directors.
See heading: B.1.2


                    Meets


28. Companies should make public via its website, and keep current the following information about their
directors:
         a) Professional profile and biography;
         b) Other Boards of Directors to which the individual pertains, whether or not involving listed
            companies;
         c) An indication of the classification of the Director as appropriate, stating, in the case of Domanial
         Directors, the shareholder represented or with which the individual is associated.
         d) Date of first appointment as director of the company, as well as later ones, and;
         e) Company stock, and options on them, she owns.


                    Meets


29. Independent directors should not serve as such for a period of more than 12 years.
See heading: B.1.2


                    Explain

         The company considered this recommendation very successful and fulfill their purpose in the
         future. However, at this time considered desirable to continue these advisers, whose independence
         has been checked and ratified in all times by the Council and the General Board.


30. Proprietary resign when the shareholders they represent sells its shareholding. And they also do so in the
appropriate number, where such shareholder reduces its stake to a level that requires a reduction in the
number
of its directors.
See sections: A.2, A.3, B.1.2


                    Meets

                                                       264
31. The Board of Directors does not propose the removal of independent directors before the expiration of the
statutory period for which he was appointed, except for good cause found by the Board on the Nominating Committee.
In particular, it is understood that there is good cause when a director has breached the duties inherent in his position
or in some of the circumstances described in section 5 of chapter III of this Code definition.
        You can also propose the removal of independent directors of public offerings, mergers or other
        transactions that involve a change in
        capital structure when such changes in the structure of the Board
        caused by the criterion of proportionality set out in Recommendation 12.
See sections: B.1.2, and B.1.5 B.1.26


                   Meets


32. Companies should establish rules to require Directors to report and, if appropriate, resign in those cases in which
they may harm the credit and reputation of the Company and, in particular, they should be required to inform the
Board of any criminal proceedings in which they are involved, as well as all subsequent procedural issues.
        If a Director is prosecuted or if the opening of oral proceedings takes place with respect to any of the
        crimes indicated under Article 124 of the Spanish Companies Act, the Board will examine the case as soon
        as possible and in the light of the specific circumstances at hand, must reach a decision as to whether or
        not the Director will remain on the Board. And of all this the Board has, of
        determinations in the Corporate Governance Report.
See sections: And B.1.44 B.1.43


                   Meets


33. Directors should clearly express their opposition when they consider that any proposal for a decision submitted to
the Board may go against its business interests. And they should do likewise, especially independents and other
directors not affected by the potential conflict of interest, in the case of decisions which may prejudice the
shareholders not represented on the Council.
        And when the Council adopts significant or repeated on which the director has expressed serious
        reservations, he should draw the appropriate conclusions and, if he chooses to resign, explain the reasons
        in the letter referred to the following recommendation.
        This recommendation also covers the Secretary to the Board of Directors, even if the Secretary is not a
        Director.


                   Not applicable

                                                       265
34. When a Director leaves the Board before the end of his/her term, whether due to resignation or any other
reason, the reasons should be explained in a letter sent to all of the members of the Board of Directors. And,
notwithstanding that such resignation is filed as a significant event, the reason must be explained in
Corporate Governance Report.
See heading: B.1.5


                   Not applicable


35. That the remuneration policy adopted by the Council to act at least on the following issues:
        a) Amount of fixed, itemized as appropriate, of fees for participation in the Council and its
        Committees and an estimate of the fixed annual payment they give rise;
        b) Variable compensation items, including
        in particular:
          i) Classes of directors to which they apply, with an explanation of the relative importance of
          variable remuneration to fixed.
          ii)    Evaluation criteria results in which any right to remuneration in shares, options or other
          variable;
          iii)   The main parameters and rationale for any annual bonus scheme
          (Bonus) or other non-cash benefits, and
          iv) An estimate of the total amount of variable compensation which results in the proposed
          compensation plan, depending on the degree of fulfillment of targets or benchmarks.

        c) Main characteristics of pension systems (eg, supplementary pensions, life insurance and similar),
        with an estimate of the amount or equivalent annual cost.


        d) Conditions that apply to the contracts of those performing senior executive directors, among which
        include:
          i) Duration;
          ii) Notice periods, and
          iii) Any other clauses covering hiring bonuses, and severance or golden parachutes early
          termination of the contractual relationship between society and
          executive director.
See heading: B.1.15


                    Meets


36. To be confined to the Remuneration by delivery of shares of the company or group companies, stock
options or instruments of value, payments tied to company performance or pension schemes.
        This recommendation does not apply to the delivery of shares when it is conditional upon the
        retain them until the end of their tenure.
See sections: A.3, B.1.3


                    Meets

                                                      266
37. Remuneration paid to External Directors should be that which is necessary to compensate their dedication,
qualifications and responsibilities in the position, but not so high as to compromise their independence.



                   Meets

 38.    That the remuneration linked to company earnings taken into account
any qualifications stated in the report of external auditor such results.


                   Not applicable


39. In the case of variable compensation, the compensation policies include the technical precautions
necessary to ensure that such compensation is in line with the professional performance of its beneficiaries
and does not derive merely from the general evolution of markets or the sector in which the Company operates
or other similar circumstances.


                   Meets


40. That the advisory vote of Shareholders, as a separate item on the agenda, and for consultation, a report
on the remuneration policy for directors. This report can be made available to shareholders, either separately
or in any other way the company sees fit.
       This report will particularly focus on the compensation policy approved by the Board for the year in
       progress and, if appropriate, the plan projected for future years. It will cover all matters referred to by
       Recommendation 35, except for any that could involve the revelation of sensitive business
       information. It will emphasize the most significant changes in these policies compared with the policy
       applied last year, to which the General Meeting refers. It will also include an overall summary of how
       the compensation policy was applied last year.

       The Board also reports on the role of the Remuneration Committee in developing the remuneration
       policy and, if necessary external advice of
      identity of any external consultants provided.
See heading: B.1.16


                   Meets




                                                        267
41. That the report details the individual remuneration of directors during the year, including:
      a) A breakdown of the remuneration of each director, including, where appropriate:
           i)          Attendance fees and other fixed remuneration as a director;
           ii)          Additional compensation paid for holding the position of Chairman or member of any Board
                        Committee;
           iii) Any remuneration or profit-sharing bonuses, and the reason is given;
           iv)           Contributions made on behalf of the Director to defined contribution pension plan; or the
           increase of consolidated rights held by the Director, when involving contributions to defined benefit
           plans;
           v)         Agreed or paid any compensation for termination of
           functions;
           vi) Compensation received for holding the position of Director at other Group companies;
           vii) The remuneration for the performance of senior management of the executive; viii) any other
           compensation other than the above, whatever their nature or the extent of the group that, especially
           when it is treated as a transaction or its omission distorts the true picture of the total remuneration
           received by the director.
      b)         An individual breakdown of any shares, options or any other instrument indexed to the value of
      the share granted to Directors, indicating:
           i)          Number of shares or options granted during the year and the conditions for their exercise;
           ii)          The number of options exercised during the year, indicating the number of shares involved
           and the exercise price;
           iii) The number of options pending at the end of the year, indicating their price, dates and other
           relevant information;
           iv)           Any change in the year of the conditions of exercise of options already
           granted.
      c) Information regarding the relationship, last year, between the compensation obtained by Executive
      Directors and the results or other performance measurements recorded by the Company.


                      Partially comply

      In relation to recommendation 41 of CUBG on information and disclosures in the report, concerning
      the details of individual remuneration of directors, Banco Sabadell detail, identifying in his report, as
      regards paragraphs a), i), ii ) and iv) and paragraph b) of recommendation 41 of CUBG not applicable
      as provided in paragraphs a), iii), v), vi) and viii), as partially met. It was considered that the
      information provided in the annual report is sufficient for shareholders, investors and market
      participants have adequate knowledge about this aspect of the bank's remuneration policy.




                                                          268
42. That where there is an Executive Committee (hereinafter "Committee"), the ownership structure of the
different categories of directors is similar to that of the Board and
secretary to the Council.
See sections: B.2.1, and B.2.6


                   Explain
      Attended the composition and functions of the Executive Committee no means of implementing this
      recommendation, because only the Executive Committee is responsible for coordinating the bank's
      Executive Board and its jurisdiction reaches only to the relevant powers of the members of the
      commission terms have been agreed by the Council. The Executive Committee itself has no powers
      delegated to the Council.



43. The Board should always be aware of the issues being discussed and the Resolutions being adopted by
the Executive Committee and all of the Members of the Board should receive a copy of the minutes to the
meetings held by the Executive Committee.


                   Meets


44. The Board of Directors should set up, in addition to the Audit Committee required by the Act
Securities Market Committee, or two separate committees, Nominating and Compensation Committee.
The rules governing the composition and operation of the Audit Committee and the Committee or
Committees for Nominations and Compensation must be covered by the Board Regulations and include
the following items:
      a) That the Board appoints the members of these committees with the knowledge, skills and experience
      of directors and the duties of each committee discuss their proposals and reports, and he has to give
      account in the first full Board following their meetings, their activity and the work performed;
      b)      These committees are composed exclusively of outside directors with a minimum of three. The
      above is understood to be notwithstanding the attendance of Executive Directors or senior executives, if
      expressly requested by the Members of the Committee.
      c) Should be chaired by independent directors.
      d)      They may engage external advisors, when deemed necessary for the performance of their duties.
      e)      That meetings are minuted and the copy sent to all Council members.
See sections: B.2.1, and B.2.3


                                                        269
                   Meets


45. That monitoring of compliance with internal codes of conduct and corporate governance rules is attributed
to the Audit Committee, the Nomination Committee, or, if they exist, separate
Compliance or Corporate Governance.


                   Meets


46. The Members of the Audit Committee, and particularly its Chairman, should be appointed bearing in mind
their knowledge and experience with respect to accounting, audit and risk management.


                   Meets


47. Listed companies should have an internal audit area which, under the supervision of the Audit Committee,
ensures the proper operation of the internal control and information systems.


                   Meets


48. The person responsible for the Internal Audit Area should present an annual plan to the Audit Committee;
it should directly report any incidents that arise during the fulfillment of this plan; and at the end of the year a
report on activities should be presented.


                   Meets

49. The risk management and control policy should identify at least:
      a)    The different types of risk (operational, technological, financial, legal, reputation ...) that society
      faces, including, financial or economic, contingent liabilities and other off-balance sheet risks;
      b) The establishment of the risk level that the Company considers acceptable;
      c)   The measures established to mitigate the impact of identified risks should they materialize;
      d)   Information systems and internal control is used to control and manage these
      risks, including contingent liabilities and off balance.
See sections: Mr


                   Meets

50. Corresponding to the Audit Committee:
    1 In relation to information systems and internal control:
      a)   Supervise the preparation and the integrity of financial information relating to the Company and,
      if appropriate, to the Group, reviewing compliance with legislative requirements, adequate definition
      of the scope of consolidation and the proper application of accounting standards.


      b) Regular reviews of the Bank's internal control and risk management systems, so that the main
      risks are identified, managed and adequately reported.
                                                        270
      c) Ensure the independence and efficiency of the internal audit function; proposed new selection,
      nomination, reelection and removal of the person responsible for internal audit; propose the budget for this
      service; receive regular information regarding its activities; and verify that senior management takes into
      account the conclusions and recommendations of its reports.
      d) Establish and supervise a mechanism that allows employees to report, on a confidential basis and, if
      deemed advisable, anonymously, any irregularities that are potentially important, particularly those of a
      financial and accounting nature, that are observed within the Company.
    2 With respect to the external auditor:
      a) Present before the Board proposals for selecting, nominating, reelecting and replacing the external
      auditor, as well as the contract conditions.
      b) Regularly receive from the external auditor information regarding the audit plan and the results of
      execution, and verify that Senior Management bears in mind the recommendations made.
      c) Ensure the independence of the external auditor and, in this respect:
          i)   That society as a significant event to the CNMV the change of auditor, accompanied by a statement
          of any disagreements with the outgoing auditor and, if they existed, for their content.
          ii) To ensure that the company and the auditor respecting the existing rules on the provision of non-audit
          services, limits on the concentration of the auditor and, in general, other requirements to ensure the
          independence of auditors;
          iii) That the resignation of the external auditor, the circumstances for such action.
      d) In the case of groups, the group auditor bears responsibility for
      audits of group companies.
See sections: B.1.35, B.2.2, B.2.3, and D.3


                   Meets


51. The Audit Committee should be able to call any employee or executive at the Company, even without the presence
of any other executive.

                   Meets

52. That the Audit Committee reports to the Board,                Prior to the adoption by it of
the appropriate decisions on the following issues                  indicated in Recommendation 8:
      a) The financial information for your status                 all listed companies must
      periodically. The Committee should ensure that interim financial statements are prepared under the
      same accounting principles as the annual and, to this end, consider the appropriateness of a review
      Limited external auditor.

                                                      271
        b) The creation or acquisition of shares in special purpose entities or domiciled in countries or
        territories considered tax havens, and any other transactions or operations which, due to their
        complexity, may reduce the transparency of the group. c) Related party transactions, except where
        their scrutiny has
      been attributed to some other supervision and control.
See sections: B.2.2, and B.2.3


                      Meets


53. The Board of Directors shall present the accounts to the General Meeting without reservations or
qualifications in the audit report and, in exceptional circumstances exist, both the Chairman of the Audit
Committee and the auditors should explain clearly to shareholders content and
scope of such reservations or qualifications.
See heading: B.1.38


                      Meets

54.          That most members of the Appointments Committee or Nomination and
Compensation, if they were one-are independent.
See heading: B.2.1


                      Meets


55. In addition to the duties indicated in the preceding Recommendations, the Appointments Committee is
responsible for the following:
        a)    Evaluating the competencies, knowledge and experience that is necessary on the Board and the
        necessary duties and aptitudes for candidates that cover each vacancy must be determined, while
        bearing in mind the time and dedication that are necessary to adequately perform the duties of the
        position.
        b) Examining or organizing, in the manner deemed most adequate, the succession of the Chairman
        and the CEO and, if appropriate, making proposals to the Board so that said succession takes place in
        an ordered and well-planned fashion.
        c) Report on the appointment and dismissal of senior managers that the chief executive proposes
        the Council.
        d) Inform the Board on issues of gender diversity in Recommendation 14 of this Code.
See heading: B.2.3


                      Meets


56. The Appointments Committee should consult the Chairman and the CEO of the Company, especially when
involving areas relating to Executive Directors.
      And that any director may ask the Appointments Commission to take into consideration, if considered
      possible candidates to fill vacant directorships.

                      Meets




                                                          272
57.       Corresponding to the Compensation Committee, in addition to those stated in the
Earlier recommendations, the following:
        a) Propose to the Board of
        Directors:
          i) Regarding the compensation policy for Directors and senior management;
          ii)   The individual remuneration of executive directors and other conditions of their contracts. iii)
          The basic conditions of the contracts of senior managers.
        b) Ensure the observance of the remuneration policy set by society.
See sections: And B.2.3 B.1.14


                      Meets


58. That the Remuneration Committee consults the Chairman and chief executive of the company, especially
when matters relating to executive and senior management.


                      Meets


G - OTHER USEFUL INFORMATION

      If you believe there is some principle or aspect regarding corporate governance practices applied by the
      company, which has not been addressed in this report, then mention it and explain its content.


        A.1. At the General Meeting of 18 September 2010 agreed to increase capital by a maximum amount
        of eleven million seven hundred and three thousand eight hundred fifty-four Euros Euro twenty-five
        cents (11,703,854.25 Euros), with the issue and outstanding 93,630,000 ochocientas thirty-four
        (93,630,834) ordinary shares of the same class, nominal value of EUR 0.125 each, to enter
        contributions in kind consisting of shares of Banco Guipuzcoano SA, however, and have allocated a
        portion of the shares as consideration for the takeover, the capital increase occurred only in the
        amount of seven million nine hundred and fifty-three thousand eight hundred fifty-four Euros Euro
        twenty-five cents (7953 .854,25
        Euros), with the issuance and circulation of 63,630,000 ochocientas thirty-four (63,630,834) ordinary
        shares of the same class, nominal value of EUR 0.125 each. This expansion led to some of the equity
        movement is detailed in Section A.2.
                                                         273
B.1.2 Don Miquel Roca i Junyent was appointed Secretary, the Board of Directors of April 13, 2000,
and Don José
Black Luis Rodriguez was appointed Deputy, the Governing Council


21 de diciembre de 2006. B.1.6 The Managing Director Don Jaime Guardiola will Romojaro

delegated the following powers:

1. General contract and bind and perform all acts and contracts management, provision and
protection of property and rights of any nature, including property and interests in land. Consequently,
and without this list being limiting, but not limited to, buy, sell, even with deferred price, charge,
mortgage, and in general, sell property and rights of any nature or kind, form, accept and cancel real
rights, including stock option rights and conditions subsequent registrable in the Land Registry or
other similar nature, form partnerships of all kinds, modify, rescind, in the same positions and take
part and vote on their boards and meetings.

2. To draw, accept, take or acquire, negotiate, discount, endorse, collect and endorse bills of
exchange, promissory notes, receipts, invoices, checks and all kinds of commercial documents
endorsable registered or bearer, to require protests, possibly by lack of acceptance or payment,
signing all necessary documents.


3. Payments and receipts, in any capacity and quantity, even enforce warrants
State, Regional Government, Province or Municipality.

4. Open ordinary cash accounts or cash, securities guaranteed flows and also with the personal credit
in any bank, savings and loan institutions and particularly in the Bank of Spain or its branches, ensure
that open at others, extend or renew, discharge or cancel, signing as many policies, invoices or other
documents required to carry out these operations, fight against all these types of accounts, both against
the open under this mandate, as against that hereinafter open or have already opened the institution
principal or other person in the name of it, signing vouchers, checks, drafts or any other documents
admitted into effect, withdraw from such banks and Bank of Spain, or branches of one and another,
books checkbooks and heels to turn against all expressed accounts, and pay according to the balances
of the same. Subscribe contract ceiling for successive loans and personal secured discount agreements
with the Bank of Spain.

5. Give and take on loan amounts and credit in all its forms, with or without warranty of any kind.

Accept, modify, postpone and cancel mortgages, chattel mortgages, pledges

with or without displacement of possession
antichresis guarantees, strengthening and all sorts of third party personal guarantees in loan
underwriting, credit and
any other business of a bank to effect the necessary signing and delivery records
other public or private documents as may be accurate.



                                               274
6. Remove deposits of cash, securities or jewelry, signing receipts and other documents necessary to
withdraw loan guarantees and credit to guarantee loans on securities and commodities, and sign the
documents required, remove the values that the client will be awarded in borrowings which have been
signed, signing of such securities received, request the transfer at the risk of client deposits and
securities lending and credit guarantees and their corresponding values, premises of the Bank of Spain
to other , and some other institutions or banks.

7. Buy, sell and transfer all kinds of securities, including shares of the Bank of Spain or any other.

8. Receiving, opening and answering correspondence, both letters and telegraph and telephone
communications addressed to the bank, even if certified and take upon receipt of declared values for
the same.

9. Charge interest or dividends from the securities deposited in such banks, and the amount of which
arose amortized signing the warrants for, recover the amount of deliveries in the current account of the
principal order imposed for other people when these deliveries have been withdrawn.

10. Apply to the Bank of Spain and other banks the safety deposit boxes, with the power that they can
be open as often as they see fit, as the principal could do, signing it all the documents you require
representation in the bank.

11. Authorize the opening of current accounts, savings accounts, taxation and term accounts,
certificates of deposit and securities deposits, and any other class; rent and crack safes, and sign the
documents necessary for the full realization of the same.

12. Bring bank representation in bankruptcy proceedings, remove it and wait, defaults and
bankruptcies of borrowers, attending Board, appointed Trustees and Administrators, accepting or
rejecting the proposals of the debtor and taking all the steps until the end of procedure, accepting
mortgages, pledges, antichresis or other security, compromise actions or proceedings, judging by
arbitrators of law or equity.




                                                   275
13. To represent the bank and appear in person or through solicitors or other agents may appoint, by
the provision, the effect of the relevant powers, to all kinds of authorities, courts, hearings, juries,
courts, delegations, commissions, committees, unions, ministries, social courts, banks and institutions,
agencies and government departments, autonomous region, province or municipality and any other
official bodies, promoting, calling, following, giving up, compromising, records, lawsuits, causes,
judgments or resources of any kind, ratifying the content of the letters made on behalf of Banco de
Sabadell, SA, in which such a requirement is necessary, to answer questions from the interrogation of
the parties that can make on behalf of society, in general, do all kinds of acts of directors, management
and trade.

14. Representing the bank at a shareholders meeting, shareholders or partners, companies or
partnerships in which the bank is a shareholder, partner or associate, with full voice and vote and
appeal, without limitation of any kind.

15. Constitute securities, pledges and guarantees of any kind, jointly or severally with the Principal or
endorsed waiving the benefits of order, discussion and division or any other, but not limited to kind or
amount, to any person or entity, any box banks and savings and especially to the Bank of Spain and any
other agency of Credit and to any partnership, corporation and agency, office, agency or public body
either from the State Administration, Institutional, Regional, Provincial or Local, and especially before
the Authorities and Public Bodies listed and to the Finance Ministry to respond in securing the Treasury,
the amounts to be entrenched and guarantees and bonds by non-possessory pledge deposit to the
Depository of the Ministry of Finance , and also can revoke that strengthening and collateral and also
cancel in the manner and form they see fit.

16. Direct and answer requests and receive notifications, and warnings and to require Notaries to
formalize all kinds of records.

17. Hiring and firing employees, setting the promotion, privileges, emoluments, bonuses and
allowances, as well as encourage, monitor and process records to its cancellation and termination.

18. Replace, without limitation, in whole or in part the powers that be granted, in favor of the person or
persons as it deems appropriate to specify powers and modus operandi, and so you can revoke such
substitutions.

B.1.11.a) Contributions to pension plans by 2,349 thousands of euros have been implemented in
insurance policies. In the previous year, contributions were of 9,044 billion euros.
Not include any remuneration payable to Bank Guipzcoano your information will be detailed in the
relevant annual.

B.1.11.d) The percentages shown in Table B.1.11.d) are calculated on profit attributable to
the group.




                                                276
B.1.12 addition to remuneration to senior executives listed in the contributions were made by 2,631
thousand euros in pension plans, implemented in insurance policies. In the previous year, contributions
were of 3,827 billion euros.

Not include any remuneration payable to Bank Guipzcoano your information will be detailed in the
relevant annual.

While B.1.25 indicated 75 years as age limit, according to the form, the statutory limitation does not
apply to the maximum age of counsel, but the maximum age for appointment as director (70 years), so
in no case be older than 75 years during his tenure, limited to 5 years.

B.1.29 addition to information related to this point in the year meetings were held the following board
committees:
Number of meetings of the Strategy Committee                               5
Number of meetings of the Committee on Risk Management                 25

B.2.1 In addition to information related to this point, have attended the commission cited the following:
Executive Committee or Delegate: Black Don José Luis Rodríguez, acting as Secretary non member.
Risk Control Commission: in 2009, has joined the Commission Secretary of the Board of Directors and
Auditor General, Don José Luis Rodríguez Black.
Audit and Control: Don Miquel Roca i Junyent, as Secretary non-member. Strategy Committee: Don
Miquel Roca i Junyent, as Secretary non-member.


C.2.
Without    Subject                    of what will be said in section C.3., no transactions were performed
relevant    with                                         shareholders, those made are within the ordinary
of society and have taken effect on market conditions.

C.3. Detailed operation in paragraph C.3.: On June 22, 2010 saw the transmission of a building located
on Paseo de Gracia (Barcelona) by Banco de Sabadell, SA and Solvi DEVELOPMENT, SL (member of
Banco de Sabadell) to society PUNTA NA, SAU amount of 51,175,000 euros (excluding taxes), although
the final acquirer was a financial institution with which PUNTA NA, SAU concluded a real estate leasing.
PUNTA NA, SAU is a company controlled by Mr Isak Andic Ermay.




                                                277
That buyer was proposed by a real estate consultant external and best offer, after a sale process
initiated after the exclusive marketing mandate given by the vendors and with the participation of all
stakeholders that the external real estate consultant had identified. The transaction was approved by
the Governing Council with a favorable report from the Audit and Control.

With the exception of the detailed operation, there have been no other transactions with directors and
executives of the company may be considered relevant; those made are those of the normal business of
the company or enjoy market conditions or applied to employees.

D.2. Credit risk, the current situation of widespread economic and financial crisis has led to increased
level of delinquencies, which was manifested most significantly in sectors related to real estate. Still, the
entity has a lower NPL ratios to the industry average and higher levels of cover.

The established model, based on management responsibility and a structured analysis method is
needed in assessing the business manager and risk analyst, with continuous updating of the internal
measurement systems, are building blocks for the achieving these results. The management control,
application of rating systems / scoring in the decision-making and the anticipation of monitoring
systems show excellent performance of the circuits and high levels of predictive power of the tools.

With respect to credit risk arising from market operations, the thorough analysis conducted prior to the
granting of operating limits for various counterparties, as well as continuous monitoring, to detect
situations of potential ahead of increased risk and limit their potential effects Banco Sabadell Group,
which during the year has not suffered significant losses in this section having been, on the other hand,
one of the most important sources of losses in other states and international markets.

In relation to liquidity risk, initially the global financial crisis was a dramatic closing of the financing
markets to which the entity had access through the many programs of bonds and asset securitization.
This involved carrying out a policy tightening of liquidity, strengthening the capacity of financing through
traditional markets such as deposits. They also took advantage of specific opportunities to access
capital markets as possible, and increased the level of liquid assets eligible as collateral by the
European Central Bank through the creation of debt instruments backed by assets, with the aim of
increase the contingent liquidity that the bank has with the Central Bank.

Very low impact and unobtrusive are the circumstances in operational risk, in which the most important
problems in recent years from operational processes related to formalization of active operations. With
very low significance was computed fraudulent behavior or errors in processing operations and with
almost zero incidence and failures in computer systems.




                                                 278
Market risk, fluctuation of the markets causes the open positions (both discretionary and structural)
Banco Sabadell is subject, at times, unrealized losses based on market trends. The concession scheme
mitigates the potential limits of losses by getting the risks are relatively small. When markets have been
adverse during the year, operating limits have worked well, alerting VaR limits of the existence of
periods of extreme volatility, simultaneously the stop-loss limits have led to minimize losses.

Finally, the strict policy of risk selection in life insurance, established in the insurance company of the
group, and the use of conservative actuarial tables, taking to mitigate the risks of life. The company has
adopted the group's financial criteria, in accordance with the principles of consistency, profitability,
safety, liquidity, spread and diversification of the insurance policy. The institution allocates investments
of insurance operations in accordance with the letter a) of Article 33 of Regulation and Supervision of
Private Insurance, so there is coincidence in time and amount of payment flows to meet the obligations
arising from the portfolio of policies. The controls established to identify the causes of accidents and
adopt, where appropriate, measures to place it at the appropriate levels.

However E.5 specified at this point, it appears that the chair of the Board for the Director General
appointed by the Board of Directors, President or not the same. Usually the Board of Directors elects its
President for this function. To ensure independence and proper functioning of the General Board and in
2003 adopted a regulation for it, which regulates detailed and transparent way it works.



Within this section may include any other information, clarification or qualification relating to the above
sections of the report, to the extent they are relevant and not repetitive.



Specifically, state whether the company is subject to legislation other than Spanish law as regards
corporate governance, and if so include such information as it is obliged to provide that differs from that
contained in this report.




                                                 279
Binding definition of independent director:


Indicate whether any of the independent directors has or has had any relationship with the company, its
shareholders or its management, which have been sufficiently significant or important, would have
determined that the director could not be considered independent in accordance with the definition in
paragraph 5 of the Unified Code of Good Governance:

                      NO

Date and Signature:

This Annual Report on Corporate Government was approved by the Board of Directors of the company at the
meeting held on


    27 / 01 / 2011


Indicate whether any directors who voted against or abstained from approval of this Report.

                      NO




                                                   280
Meeting the directors of the company Banco de Sabadell, SA as of January 27, 2011, and in compliance with
the requirements of Article 253.2 of the Capital Company Act and Article 37 of the Code of Commerce, come to
make Consolidated Annual Accounts and Consolidated Management Report for the period from 1 January 2010
to December 31, 2010 of Banco de Sabadell, SA and consolidated companies, which are presented in 280
pages that precede this writing, printed, together with him, in 141 numbered sheets of letterhead of the State
of Class 8 th.




José Oliu Creus                       Isak Andic Ermay                 José Manuel Lara Bosch
                                                                       Second deputy
Chairman                              First deputy chairman            chairman




                                                                       Bosser Miguel
José Javier Echenique Landiribar      Jaime Guardiola Romojaro         Rovira
Third Vice President                  CEO                              Director




                                                                       Sun Daurella
Francesc Casas Forests                Héctor Moreno María Colonques    Comadrán
Director                              Director                         Counselor




                                                                       Llonch Joan
Joaquin Folch-Rusiñol Corachán        M. Teresa Garcia-Milà Lloveras   Andreu
Director                              Counselor                        Director



                                                      281
                                                             Carlos Jorge Ramalho dos Santos
José Ramón Martínez Sufrategui   José Permanyer Cunillera    Ferreira
Director                         Director                    Director




Miquel Roca i Junyent            José Luis Rodríguez Black
Secretary                        Deputy Secretary




                                                 282
     pwc




                                               AUDIT REPORT CONSOLIDATED
                                        FINANCIAL STATEMENTS


The shareholders of Banco de Sabadell, SA:

We have audited the consolidated financial statements of Banco de Sabadell, SA (the
"Company") and subsidiaries (the "Panel") comprising the balance sheet at December 31, 2010,
the consolidated profit and consolidated, the status of consolidated revenues and expenses, the
statement of changes in equity Consolidated cash flow statement and consolidated cash
consolidated report for the year ended on that date. As indicated in Note 1 of the attached
report, managers are responsible for formulating the Group's financial statements in
accordance with International Financial Reporting Standards adopted by the European Union,
and other provisions of the regulatory framework applicable financial reporting to the Group.
Our responsibility is to express an opinion on these consolidated financial statements as a
whole, based on work performed in accordance with the regulations of the audit activity in
force in Spain, which requires examining, on a test basis, of evidence supporting the
consolidated financial statements and the assessment of whether its introduction, the
principles and accounting policies and estimates are in accordance with the financial reporting
regulatory framework which is applicable.
In our opinion, the consolidated financial statements for 2010 present fairly, in all material
respects, fairly the consolidated equity and consolidated financial position of Banco de Sabadell,
SA and subsidiaries at December 31, 2010, and the results of their operations and their
consolidated cash flows for the year then ended in accordance with International Financial
Reporting Standards adopted by the European Union, and other provisions of the regulatory
framework of financial information are application.
The attached consolidated report of 2010 contains the explanations that managers of Banco de
Sabadell, SA consider relevant to the Group's situation, the evolution of business and other
matters and does not form part of the consolidated financial statements. We have verified that
the accounting information contained therein is consolidated management report is consistent
with the consolidated annual accounts 2010. Our work as auditors is limited to checking the
consolidated annual report with the scope mentioned in / this paragraph and does not include
a review of information other than that obtained from the record "statements of Banco de
Sabadell, SA and subsidiaries .




Manuel Valls Morató \\
Partner - Auditor

January 31, 2011
Pricewaterhousefeoo> srs Auditors, SL

Auditors PricewaterhouseCoopers, SL, Edificio Caja de Madrid, Avda Diagonal, 640, 08017
Barcelona T: 34932532700 F: 34934059032, www.pwc.com / es

R M. Madrid, ho | a 87250-1, page 75, volume 9267, book 8 054, Section 3 "Entered in the ROAC under number S0242 - CIF B-79 031 290

				
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