**Exhibit 10.21****REGULATIONS FOR THE FIRST AND SECOND CYCLE OF THE SHARE PLAN LINKED TO OBJECTIVES.**1. INTRODUCTIONAt the proposal of the Appointments & Remuneration Committee, these regulations (the “Regulations”)have been approved, by the Executive Committee of Banco Santander, S.A. (“Banco Santander” of “theBank”) at its meeting on December 3, 2007, in execution of the resolution adopted by the Bank’sshareholders at the Ordinary General Meeting on 23rd June 2007. The Regulations containthe rules governing the First Cycle of the Grupo Santander Share Plan Linked to Objectives,corresponding to the years 2007 and 2008 (the “First Cycle”) and the years 2007, 2008 and 2009 (the“Second Cycle”).In cases where, due to the application of local ruling, the contents of the Regulations need to beadapted or supplemented, the respective bodies of the institutions have adopted the necessaryresolutions. The regulations resulting from such resolutions (in each case, the “SupplementaryRegulations”) will be notified to the Participants affected thereby.Therefore, the First Cycle and Second Cycles are governed by the Regulations, and where applicable,by the Supplementary Regulations.For the purpose of these regulations, “Grupo Santander” is understood as the group comprising, atall times, Banco Santander and the companies consolidated with it by global integration.2. PARTICIPANTS AND MAXIMUM NUMBER OF SHARES ASSIGNEDFirst Cycle Participants (the “Participants”) are those executives of Grupo Santander (includingexecutive Directors and members of Senior Management) that the Executive Committee, acting bydelegation from the Board of Directors, has decided to include therein.Under the terms contemplated in the Regulations and the Supplementary Regulations, and provided theestablished conditions are met, each of the Participants will be eligible to receive up to themaximum number of Santander shares assigned to him/her by the Executive Committee (the “MaximumNumber of Shares”) for each of the Cycles.The status of Participant and the Maximum Number of Shares will be notified individually to each ofthe Participants.3. NUMBER OF SHARES TO BE AWARDEDThe number of shares awarded to each Participant will be determined by multiplying the MaximumNumber of Shares assigned to the Participant in question by the sum of the coefficients obtained oncomparing, under the terms contemplated in the Regulations, the performance of Banco Santander withthat of the institutions included in a group (the “Benchmark Group”) with respect to twoparameters: Total Shareholder Return (“TSR”) and the growth of Earnings per Share (“EPS”).In order to reach such determination, the following rules will apply:
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(i) TSR:   TSR will be understood, for the purpose of this plan, as the difference (expressed as apercentage ratio) between the Final Value (as defined below) of a hypotheticalinvestment in ordinary shares (of Banco Santander and of each of the institutionsincluded in the Benchmark Group) and the Initial Value (as defined below) of that samehypothetical investment, bearing in mind that for calculating such Final Value, thedividends or other similar amounts received by the shareholder on said investmentduring the respective period of time will be considered as if they had been invested inmore shares of the same type on the first date on which the dividend is payable to theshareholders and at the average weighted listed price on that date.   The Initial Value will be taken as the weighted average per daily volume of the averageweighted price of the share in question on the fifteen Trading Days (as defined below)immediately preceding 1st April 2007 (exclusive). The Final Value will betaken as the weighted average per daily volume of the average weighted price of theshare in question on the fifteen Trading Days immediately prior to 1st April2009 or 1st April 2010 (both exclusive), referring to the First or SecondCycle, respectively.   For calculating the Initial and Final Values, the listed price reference in the MainMarket for the share in question will be taken (i.e., the market with the largesttrading volume, and in case of doubt, that which coincides with the place or country ofthe registered office of the institution in question and in the currency in which theshare is listed).   Trading Day will be understood as any day on which the Main Market for the share inquestion is open for trading during normal hours. (ii) EPS growth   For both Banco Santander and for each of the institutions included in the BenchmarkGroup, EPS growth is understood as the percentage difference between the Earnings PerShare (as defined below) stated in the audited consolidated financial statements inrespect of the last financial year closed to 31st December 2006, inclusive(the “Initial Financial Statements”) and the Earnings Per Share stated in the auditedconsolidated financial statements for the last financial year closed by eachinstitution to 31st December 2008 or 31st December 2009 (bothinclusive) referring to the First or Second Cycle, respectively (the “Final FinancialStatements”).   Earnings Per Share for each institution will be understood as the datum shown asearnings per share in ordinary and uninterrupted activities in their Initial or FinalFinancial Statements, as the case may be. (iii) Benchmark Group   The Benchmark Group will initially include the following 21 institutions:
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   Bank CountryABN AMRO Holding The NetherlandsBanco Itau BrazilBank of America U.S.A.Barclays U.K.BBVA SpainBNP Paribas FranceCitigroup U.S.A.Credit Agricole FranceHBOS U.K.HSBC Holdings U.K.Intesa Sanpaolo ItalyJP Morgan Chase & Co. U.S.A.Lloyds TSB Group U.K.Mitsubishi JapanNordea Bank SwedenRoyal Bank of Canada CanadaRoyal Bank of Scotland Group U.K.Société Générale FranceUBS SwitzerlandUnicredito Italiano ItalyWells Fargo & Co. U.S.A.(iv) Comparison   Once the TSR and the EPS growth have been calculated for both Banco Santander and eachof the institutions included in the Benchmark Group, the institutions will be placed indescending order, from the highest to the lowest, in respect of each of the twoparameters.   Each of the two criteria (TSR and EPS growth) will have a separate 50% weighting whendetermining the percentage of shares to be awarded, based on the following scale and interms of Banco Santander’s relative position versus the Benchmark Group institutions:
           PercentageSantander’s   of sharesposition in   gained overthe TSR   theranking   maximum1st to 6th    50%     7th    43%     8th    36%     9th    29%     10th    22%     11th    15%     12th onwards    0%       Santander’s   Percentageposition in   of sharesthe EPS   gained overgrowth   theranking   maximum1st to 6th    50%     7th    43%     8th    36%     9th    29%     10th    22%     11th    15%     12th onwards    0%