Payment and Guarantee Agreement Sample Contracts

ARTICLE I ---------
Payment and Guarantee Agreement • June 25th, 1999 • Pennsylvania Electric Co • Electric services • New York
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AMENDMENT NO. 1 TO PAYMENT AND GUARANTEE AGREEMENT
Payment and Guarantee Agreement • March 20th, 2000 • Pennsylvania Electric Co • Electric services
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).

ARTICLE I
Payment and Guarantee Agreement • March 16th, 1998 • Peco Energy Capital Trust Iii • Electric & other services combined • Pennsylvania
PAYMENT AND GUARANTEE AGREEMENT
Payment and Guarantee Agreement • July 9th, 2007 • Banco Santander Central Hispano Sa • Commercial banks, nec

THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of November 21, 2006, is executed and delivered by Banco Santander Central Hispano, 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 4 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).

PAYMENT AND GUARANTEE AGREEMENT
Payment and Guarantee Agreement • September 20th, 2004 • Santander Finance Preferred S.A. Unipersonal • Commercial banks, nec

THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 8, 2004, is executed and delivered by Banco Santander Central Hispano, 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 1 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).

PAYMENT AND GUARANTEE AGREEMENT
Payment and Guarantee Agreement • October 16th, 2007 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered

THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 5, 2007, 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 6 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).

ARTICLE I
Payment and Guarantee Agreement • March 27th, 1997 • Duquesne Light Co • Electric services • New York
PAYMENT AND GUARANTEE AGREEMENT
Payment and Guarantee Agreement • October 23rd, 2007 • Banco Santander, S.A. • Commercial banks, nec

THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of January 31, 2007, 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 5 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).

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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