0001019155-16-000688 Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of __________, 2016 AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • September 9th, 2016 • Bank of New York / Adr Division • American depositary receipts • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of __________, 2016 among BANCO SANTANDER S.A., a company incorporated under the laws of the Kingdom of Spain (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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THE BANK OF NEW YORK MELLON Depositary Receipts
Deposit Agreement • September 9th, 2016 • Bank of New York / Adr Division • American depositary receipts

Re: Deposit Agreement dated as of _________, 2016 (the "Deposit Agreement") among Banco Santander S.A. (the "Company"), The Bank of New York Mellon, as Depositary (the "Depositary"), and the Owners and Holders from time to time of American Depositary Shares issued thereunder.

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