0000950103-11-001189 Sample Contracts

SANTANDER US DEBT, S.A. UNIPERSONAL (a company with limited liability organized under the laws of The Kingdom of Spain) Senior Notes fully and unconditionally guaranteed by BANCO SANTANDER, S.A. FORM OF UNDERWRITING AGREEMENT

Underwriting Agreement • March 29th, 2011 • Banco Santander, S.A. • Commercial banks, nec • New York

• Contract Type
  Underwriting Agreement
• Filed
  March 29th, 2011
• Company
  Banco Santander, S.A.
• Industry
  Commercial banks, nec
• Jurisdiction
  New York

This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the securities offered hereby (the “Notes”) or the offering.

Contract

Tax Certification Agency Agreement • March 29th, 2011 • Banco Santander, S.A. • Commercial banks, nec • New York

• Contract Type
  Tax Certification Agency Agreement
• Filed
  March 29th, 2011
• Company
  Banco Santander, S.A.
• Industry
  Commercial banks, nec
• Jurisdiction
  New York

TAX CERTIFICATION AGENCY AGREEMENT Among SANTANDER US DEBT, S.A. UNIPERSONAL as Issuer BANCO SANTANDER, S.A. as Guarantor ACUPAY SYSTEM LLC as Tax Certification Agent and THE BANK OF NEW YORK MELLON as Trustee, Paying Agent and Calculation Agent under a certain Indenture referred to herein (solely with respect to Clause 7 hereof) March 29, 2011