0000950103-09-002061 Sample Contracts

PAYMENT AND GUARANTEE AGREEMENT
Payment and Guarantee Agreement • August 21st, 2009 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered

THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of September , 2009, is executed and delivered by Banco Santander S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and will be executed and accepted by the Issuer (as defined below), as issuer of the Series 10 Preferred Securities (as defined below) and each Registrar, Transfer Agent and Paying Agent (as defined below) for the benefit of the Holders (as defined below).

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PAYMENT AND GUARANTEE AGREEMENT
Payment and Guarantee Agreement • August 21st, 2009 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered

THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of September , 2009, is executed and delivered by Banco Santander S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and will be executed and accepted by the Issuer (as defined below), as issuer of the Series 11 Preferred Securities (as defined below) and each Registrar, Transfer Agent and Paying Agent and Calculation Agent (as defined below) for the benefit of the Holders (as defined below).

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