Exhibit 4.3


 





BANCO SANTANDER, S.A.


 


as Issuer


 


 


TO


 


 


THE BANK OF NEW YORK MELLON,

acting through its London Branch


as Trustee


 


 


FORM OF INDENTURE


 


 


 


Contingent Convertible Capital Securities


 


 


 


 





    	 



    	 



    

BANCO SANTANDER, S.A.


 


Reconciliation and tie between Trust Indenture
Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and this Contingent Convertible Capital Securities Indenture,
dated as of [ ].


 


	
        Trust
Indenture

Act Section
	
        Contingent
Convertible Capital Securities

Indenture Section

	§310 (a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	7.09, 7.11
	§311(a)	7.14
	(b)	7.14
	§312(a)	8.01, 8.02(a)
	(b)	8.02(b)
	(c)	8.02(c)
	§313(a)	8.03(a)
	(b)	8.03(a)
	(c)	1.06, 8.03(a)
	(d)	8.03(b)
	§314(a)	8.04, 11.06
	(b)	Not Applicable
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.02
	(f)	Not Applicable
	§315(a)	7.01
	(b)	7.03, 8.03(a)
	 	8.03(a)
	(c)	7.01
	(d)	7.01
	(d)(1)	7.01
	(d)(2)	7.01
	(d)(3)	7.01
	(e)	6.15
	§316(a)(1)(A)	6.14
	(a)(l)(B)	6.16
	(a)(2)	Not Applicable
	(a)(last sentence)	1.01
	(b)	6.10
	§317(a)(1)	6.04
	(a)(2)	6.06
	(b)	11.03




    i 


     

    

	 	 



 


 


	
        Trust
Indenture

Act Section
	
        Contingent
Convertible Capital Securities

Indenture Section




	§318(a)	1.08


 


NOTE: This reconciliation and tie shall
not, for any purpose, be deemed to be a part of this Contingent Convertible Capital Securities Indenture.


 




    ii 


     

    

TABLE
OF CONTENTS





 



 




Page


 


	Article 1
	Definitions and Other Provisions of General Application
	 
	Section 1.01.  Definitions	1
	Section 1.02.  Compliance Certificates and Opinions	22
	Section 1.03.  Form of Documents Delivered to Trustee	22
	Section 1.04.  Acts of Holders	23
	Section 1.05.  Notices, Etc. to Trustee and Company	24
	Section 1.06.  Notice to Holders; Waiver	25
	Section 1.07.  Language of Notices, Etc	26
	Section 1.08.  Conflict with Trust Indenture Act	26
	Section 1.09.  Effect of Headings and Table of Contents	26
	Section 1.10.  Successors and Assigns	26
	Section 1.11.  Separability Clause	26
	Section 1.12.  Benefits of Contingent Convertible Capital Securities Indenture	26
	Section 1.13.  Governing Law	27
	Section 1.14.  Saturdays, Sundays and Legal Holidays	27
	Section 1.15.  Appointment of Agent for Service	27
	Section 1.16.  Calculation Agent	28
	Section 1.17.  Waiver of Jury Trial	28
	Section 1.18.  Judgment Currency	28
	 	 
	Article 2
	Contingent Convertible Capital Security Forms
	 
	Section 2.01.  Forms Generally	29
	Section 2.02.  Form of Trustee’s Certificate of Authentication	29
	 	 
	Article 3
	The Contingent Convertible Capital Securities
	 
	Section 3.01.  Amount Unlimited; Issuable in Series	29
	Section 3.02.  Denominations	32
	Section 3.03.  Execution, Authentication, Delivery and Dating	32
	Section 3.04.  Temporary Contingent Convertible Capital Securities	33
	Section 3.05.  Registration, Registration of Transfer and Exchange	34
	Section 3.06.  Mutilated, Destroyed, Lost and Stolen Contingent Convertible Capital Securities	38
	Section 3.07.  Distributions. Rights Preserved	39
	Section 3.08.  Distributions Discretionary	40
	Section 3.09.  Restrictions on Payments	40
	Section 3.10.  Agreement to Distribution Cancellation	41
	Section 3.11.  Notice of Distribution Cancellation	41
	Section 3.12.  Persons Deemed Owners	42




    iii 


     

    

	Section 3.13.  Cancellation	43
	Section 3.14.  Computation of Distributions	43
	Section 3.15.  Cusip Numbers	43
	Section 3.16.  Additional Contingent Convertible Capital Securities	44
	Section 3.17.  Correction of Minor Defects in or Amendment of Contingent Convertible Capital Securities	44
	Section 3.18.  Payments Subject to Fiscal Laws	45
	Section 3.19.  Undertakings	45
	 	 
	Article 4
	Conversion of the Contingent Convertible Capital Securities
	 
	Section 4.01.  Conversion upon Trigger Event	46
	Section 4.02.  Conversion Price	48
	Section 4.03.  Anti-Dilution Adjustment of Floor Price	48
	Section 4.04.  Conversion Procedures. Settlement Shares	61
	Section 4.05.  Agreement and Waiver with Respect to Trigger Conversion	63
	Section 4.06.  Settlement Procedures	63
	Section 4.07.  Failure to Deliver a Delivery Notice	66
	Section 4.08.  Delivery of ADSs	67
	 	 
	Article 5
	Satisfaction and Discharge
	 
	Section 5.01.  Satisfaction and Discharge of Contingent Convertible Capital Securities Indenture	67
	Section 5.02.  Application of Trust Money	68
	Section 5.03.  Repayment to Company	68
	Section 5.04.  Reinstatement	 
	 	 
	Article 6
	Remedies
	 
	Section 6.01.  Enforcement Events	69
	Section 6.02.  Liquidation Distribution	69
	Section 6.03.  Limitation of Remedies Upon an Enforcement Event	70
	Section 6.04.  No Other Remedies and Other Terms	70
	Section 6.05.  Agreement with Respect to Limitation of Remedies for Breach of a Performance Obligation	71
	Section 6.06.  Trustee May File Proofs of Claim	71
	Section 6.07.  Trustee May Enforce Claims Without Possession of Contingent Convertible Capital Securities	72
	Section 6.08.  Application of Money Collected	72
	Section 6.09.  Limitation on Suits	73
	Section 6.10.  Unconditional Right of Holders to Receive Liquidation Preference and Distributions	73
	Section 6.11.  Restoration of Rights and Remedies	74
	Section 6.12.  Rights and Remedies Cumulative	74




    iv 


     

    

	Section 6.13.  Delay or Omission Not Waiver	74
	Section 6.14.  Control by Holders	74
	Section 6.15.  Undertaking for Costs	75
	Section 6.16.  Waiver of Past Enforcement Events	75
	 	 
	Article 7
	The Trustee
	 
	Section 7.01.  Certain Duties and Responsibilities	76
	Section 7.02.  Spanish Tax Procedures and Obligations of the Trustee	77
	Section 7.03.  Notice of Enforcement Events	77
	Section 7.04.  Certain Rights of Trustee	78
	Section 7.05.  Not Responsible for Recitals or Issuance of Contingent Convertible Capital Securities	80
	Section 7.06.  May Hold Contingent Convertible Capital Securities	80
	Section 7.07.  Money Held in Trust	80
	Section 7.08.  Compensation and Reimbursement	81
	Section 7.09.  Disqualification; Conflicting Interests	82
	Section 7.10.  Corporate Trustee Required; Eligibility	82
	Section 7.11.  Resignation and Removal; Appointment of Successor	82
	Section 7.12.  Acceptance of Appointment by Successor	84
	Section 7.13.  Merger, Conversion, Consolidation or Succession to Business	85
	Section 7.14.  Preferential Collection of Claims	86
	Section 7.15.  Appointment of Authenticating Agent	86
	Section 7.16.  Appointment of Additional Trustees	87
	Section 7.17.  Tax Withholding	88
	 	 
	Article 8
	Holders Lists and Reports by Trustee and Company
	 
	Section 8.01.  Company to Furnish Trustee Names and Addresses of Holders	88
	Section 8.02.  Preservation of Information; Communication to Holders	89
	Section 8.03.  Reports by Trustee	89
	Section 8.04.  Reports by Company	90
	 	 
	Article 9
	Consolidation, Merger, Conveyance or Transfer
	 
	Section 9.01.  Company May Consolidate, Etc., Only on Certain Terms	91
	Section 9.02.  Successor Corporation Substituted	92
	Section 9.03.  Assumption of Obligations	92
	 	 
	Article 10
	Supplemental Indentures
	 
	Section 10.01.  Supplemental Indenture without Consent of Holders	93
	Section 10.02.  Supplemental Indentures with Consent of Holders	95
	Section 10.03.  Execution of Supplemental Indentures	96




    v 


     

    

	Section 10.04.  Effect of Supplemental Indentures	96
	Section 10.05.  Conformity with Trust Indenture Act	96
	Section 10.06.  Reference in Contingent Convertible Capital Securities to Supplemental Indentures	97
	 	 
	Article 11
	Covenants
	 
	Section 11.01.  Payment of Liquidation Preference and Distributions	97
	Section 11.02.  Maintenance of Office or Agency	97
	Section 11.03.  Money for Distributions to be Held in Trust	98
	Section 11.04.  Additional Amounts	99
	Section 11.05.  Corporate Existence	102
	Section 11.06.  Statement as to Compliance	102
	 	 
	Article 12
	Redemption and Repurchase of Contingent Convertible Capital Securities
	 
	Section 12.01.  Applicability of Article	102
	Section 12.02.  Election to Redeem; Notice to Trustee	102
	Section 12.03.  Selection by Trustee of Contingent Convertible Capital Securities to be Redeemed	103
	Section 12.04.  Redemption Procedures; Notice of Redemption	103
	Section 12.05.  Deposit of Redemption Price	104
	Section 12.06.  Contingent Convertible Capital Securities Payable on Redemption Date	105
	Section 12.07.  Contingent Convertible Capital Securities Redeemed In Part	105
	Section 12.08.  Optional Redemption Due To Changes In Tax Treatment	105
	Section 12.09.  Optional Redemption Due To Capital Event	105
	Section 12.10.  Repurchase of Contingent Convertible Capital Securities	106
	Section 12.11.  Preconditions to Redemption and Optional Repurchase	106
	Section 12.12.  Cancelled Distributions Not Payable Upon Redemption	106
	 	 
	Article 13
	Subordination of Contingent Convertible Capital Securities
	 
	Section 13.01.  Contingent Convertible Capital Securities Subordinate to Senior Claims	107
	Section 13.02.  Waiver of Right of Set-Off	107
	Section 13.03.  Provisions Solely to Define Relative Rights	108
	Section 13.04.  Trustee to Effectuate Subordination	108
	Section 13.05.  Trustee Not Fiduciary for Senior Creditors	108
	Section 13.06.  Rights of Trustee as Senior Creditor; Preservation of Trustee’s Rights	109
	Section 13.07.  Article Applicable to Paying Agents	109
	 	 




    vi 


     

    

	Article 14
	Spanish Bail-In and Resolution Actions
	 
	Section 14.01.  Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power	109
	Section 14.02.  Agreement and Acknowledgement with Respect to the Exercise of Resolution Tools	111







    vii 


     

    




 





CONTINGENT CONVERTIBLE CAPITAL SECURITIES
INDENTURE, dated as of [●] between BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of
the Kingdom of Spain (the “Company” or “Banco Santander”), having its principal executive
office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, and THE BANK OF NEW
YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of
New York as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London, E14 5AL,
United Kingdom.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Contingent Convertible Capital Securities Indenture to provide for the issuance from time to time of its Contingent
Convertible Capital Securities (herein called the “Contingent Convertible Capital Securities”), to be
issued in one or more series, represented by one or more Global Securities in registered form, or represented by definitive Contingent
Convertible Capital Securities in registered form, the amount and terms of each such series to be determined as hereinafter provided.


 


All things necessary to make this Contingent
Convertible Capital Securities Indenture a valid and binding agreement of the Company, in accordance with its terms, have been
done.


 


This Contingent Convertible Capital Securities
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder that are required to be part of this Contingent Convertible Capital Securities Indenture
and, to the extent applicable, shall be governed by such provisions.


 


NOW, THEREFORE, THIS CONTINGENT CONVERTIBLE
CAPITAL SECURITIES INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Contingent Convertible Capital Securities by the Holders (as defined herein) thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Contingent Convertible Capital
Securities, as follows:


 


Article
1

Definitions and Other Provisions of General Application


 


Section 1.01.Definitions. For
all purposes of this Contingent Convertible Capital Securities Indenture, except as otherwise expressly provided or unless the
context otherwise requires:


 


(a)the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 




     


     

    

(b)all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


(c)all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
in the Kingdom of Spain at the date of such computation and as applied by the Company;


 


(d)the
words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Contingent Convertible Capital Securities Indenture as a whole and not to any particular Article, Section or other
subdivision;


 


(e)any
reference to an “Article” or a “Section” refers to an Article or Section of this Contingent
Convertible Capital Securities Indenture; and


 


(f)the
word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”,
not “either A or B but not both”).


 


Certain terms, used principally in certain
Articles hereof are defined in those Articles.


 


References to any act or statute or any
provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory
instrument, order or regulation made in accordance therewith or under such modification or re-enactment.


 


“Accounting Currency”
means euro or such other primary currency used in the presentation of the Group’s accounts from time to time;


 


“Act”,
when used with respect to any Holder, has the meaning specified in ‎Section
1.04.


 


“Additional
Amounts” has the meaning set forth in ‎Section
11.04, of this Agreement.


 


“Additional
Contingent Convertible Capital Securities” has the meaning set forth in Section 3.16.


 


“ADR Deposit Agreement”
means the Deposit Agreement dated as of June 1, 1987, amended and restated as of July 11, 2000, amended and restated on June 16,
2008, and as may be further amended from time to time between the Company, JPMorgan Chase Bank, N.A. and the holders from time
to time of American Depositary Receipts issued thereunder.





 


“ADS Depositary” means
J.P. Morgan Chase & Co., as the depositary under the ADR Deposit Agreement or any successor ADS depositary;


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such


 




    2 


     

    

specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agents” means the agents
appointed in accordance with this Contingent Convertible Capital Securities Indenture or applicable supplemental indenture;


 


“Agent Member” means
a member of, or participant in, any Depositary.


 


“Amounts Due” means the
Liquidation Preference, together with any accrued but unpaid Distributions, and Additional Amounts, if any, due on the Contingent
Convertible Capital Securities of any series. References to such amounts will include amounts that have become due and payable,
but which have not been paid, prior to the exercise of the Spanish Bail-in Power by the relevant resolution authority.


 


“Applicable Banking Regulations”
means at any time the laws, regulations, requirements, guidelines and policies relating to capital adequacy applicable to the Company
and/or the Group including, without limitation to the generality of the foregoing, those regulations, requirements, guidelines
and policies relating to capital adequacy then in effect of the Regulator (whether or not such requirements, guidelines or policies
have the force of law and whether or not they are applied generally or specifically to Banco Santander and/or the Group).


 


“Authenticating Agent”
means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Contingent Convertible Capital Securities.


 


“Authorized Newspaper”
means a newspaper, in an official language of the place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which the term is used or in the financial community of
each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.


 


“Available Distributable Items”
means, in respect of the payment of a Distribution at any time, those profits and reserves (if any) of the Company which are available,
in accordance with applicable law and regulation at that time, for the payment of such Distribution.


 


“Board of Directors”
means either the board of directors of the Company or any committee or Person duly authorized to act generally or in any particular
respect for the Company hereunder.


 




    3 


     

    

“Board Resolution”
means a copy of a resolution certified by the Secretary or a Deputy Assistant Secretary or any Person duly authorized by the
Company to have been duly adopted by the relevant Board of Directors or an authorized committee thereof and to be in full
force and effect on the date of such certification and delivered to the Trustee.


 


“BRRD” means Directive
2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms, as amended or superseded from time to time.


 


“Business Day” means,
unless otherwise provided in the form of Contingent Convertible Capital Securities for any particular series pursuant to the provisions
of this Contingent Convertible Capital Securities Indenture, any day, other than Saturday or Sunday, that is neither a Legal Holiday
nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in the City of
New York, London, Madrid or any other place or places where the Liquidation Preference of, or any Distributions on, or any Additional
Amounts with respect to the Contingent Convertible Capital Securities of that series are payable.


 


“Calculation Agent” means
the Trustee or such other person authorized by the Company as the party responsible for calculating the Distributions and/or such
other amount(s) from time to time in relation to any series of Contingent Convertible Capital Securities.


 


“Capital Event” means
a change in Spanish law, Applicable Banking Regulations or any change in the application or official interpretation thereof that
the Company determines results or is likely to result in the entire outstanding aggregate Liquidation Preference of the Contingent
Convertible Capital Securities of the relevant series ceasing to be included in, or counting towards, the Group’s or the
Company’s Tier 1 Capital.


 


“Cash
Dividend” means (i) any Dividend which is to be paid or made in cash (in whatever currency), but other than falling within
paragraph ‎(b) of the
definition of “Spin-Off” and (ii) any Dividend determined to be a Cash Dividend pursuant to paragraph ‎(a)
of the definition of “Dividend”, but a Dividend falling within paragraph ‎(c)
or ‎(d) of the definition
of “Dividend” shall be treated as being a Non-Cash Dividend.


 


“CET1 Capital” means
at any time, the Common Equity Tier 1 capital of the Company or the Group, respectively, as calculated by the Company in accordance
with Chapter 2 (Common Equity Tier 1 Capital) of Title I (Elements of own funds) of Part Two (Own Funds) of the CRR and/or Applicable
Banking Regulations at such time, including any applicable transitional, phasing in or similar provisions.


 


“CET1 ratio” means, at
any time, with respect to the Company or the Group, as the case may be, the reported ratio (expressed as a percentage) of the aggregate
amount (in the Accounting Currency) of the CET1 Capital of the Company or the Group, respectively, at such time divided by the
Risk Weighted Assets Amount of the Company or the Group, respectively, at such time, all as calculated by the Company.


 




    4 


     

    

“Clearing System” means
DTC or any of the European Clearing Systems, as applicable.


 


“Clearing System Contingent Convertible
Capital Securities” means, for so long as any Contingent Convertible Capital Securities of a series is represented by
a global Contingent Convertible Capital Security held by or on behalf of a Clearing System, any particular Liquidation Preference
of such series of the Contingent Convertible Capital Securities shown in the records of a Clearing System as being held by a holder
of the Contingent Convertible Capital Securities of such series.


 


“CNMV” means the Spanish
Market Securities Commission (Comisión Nacional del Mercado de Valores).


 








“Commission” means the
United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


  


“Common Shares” means
ordinary shares in the capital of the Company, each of which confers on the holder one vote at general meetings of the Company
and is credited as fully paid up.


 





“Company” means the Person
named as the “Company” in the first paragraph of this Contingent Convertible Capital Securities Indenture until
a successor Person shall have become such pursuant to the applicable provisions of this Contingent Convertible Capital Securities
Indenture, and thereafter “Company” shall mean such successor Person.


  





“Company Request” and
“Company Order” mean, respectively, a written request or order, as the case may be, signed in the name of the
Company by any member of the Board of Directors or any officer or representative of the Company empowered to do so by Board Resolution,
and delivered to the Trustee.


 







“Contingent Convertible Capital
Securities” has the meaning set forth in the recitals of the Company herein and more particularly means any series of
Contingent Convertible Capital Securities issued, authenticated and delivered under this Contingent Convertible Capital Securities
Indenture.


 


“Contingent
Convertible Capital Securities Indenture” means this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms and forms of particular series of Contingent Convertible Capital Securities established pursuant to
‎Section 3.01.


 


“Contingent Convertible Capital
Security” means one of the Contingent Convertible Capital Securities.


 


“Contingent
Convertible Capital Security Register” and “Contingent Convertible Capital Security Registrar” have
the respective meanings specified in ‎Section
3.05.


 


“Conversion Price” means,
in respect of the Trigger Event Notice Date, if the Common Shares are:


 


(a)then admitted to trading on a Relevant
Stock Exchange, the higher of:


 


(i)the Current Market Price of a Common
Share, translated into U.S. dollars at the Prevailing Rate;


 


(ii)the Floor Price; and


 




    5 


     

    

(iii)the nominal value of a Common Share,
in each case on the Trigger Event Notice Date, translated into U.S. dollars at the Prevailing Rate; or


 


(b)not then admitted to trading on a
Relevant Stock Exchange, the higher of (ii) and (iii) above;


 


For the avoidance of doubt, the translation
into U.S. dollars at the Prevailing Rate described above shall in no circumstances imply that any Common Share will be issued at
a price of less than its nominal value expressed in the Share Currency.


 


“Conversion
Settlement Date” means the date on which the relevant Common Shares are to be delivered on Trigger Conversion, which
shall be as soon as practicable and in any event not later than one month following (or such other period as Applicable Banking
Regulations may require) the Trigger Event Notice Date and notice of the expected Conversion Settlement Date and of the Conversion
Price shall be given to Holders of Contingent Convertible Capital Securities in accordance with ‎Section
1.06 not more than 10 Business Days following the Trigger Event Notice Date. 


 


“Conversion Shares”
means the number of Common Shares to be issued on Trigger Conversion in respect of each Contingent Convertible Capital Security
of any series to be converted.


 


“Contingent
Convertible Capital Securities Indenture” means this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms and forms of particular series of Contingent Convertible Capital Securities established pursuant to
‎Section 3.01.


 


“Conversion Event” means
the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement
of transactions by a central bank or other public institutions of or within the international


 




    6 


     

    

banking community, or (ii) the euro both within
the European monetary system and for the settlement of transactions by public institutions of or within the European Union.


 


“Corporate Trust Office”
means the office of the Trustee at which its corporate trust business in London, England is principally administered, which office
as of the date hereof is located at One Canada Square, London E14 5AL (Attention: Corporate Trust Administration, facsimile: +44
20 7964 2536) or, if a different Trustee is appointed for a particular series of Contingent Convertible Capital Securities, the
address set forth in the supplemental indenture naming the Trustee for that particular series of Contingent Convertible Capital
Securities.


 


The term “corporation”
includes corporations, associations, companies, partnerships and business trusts.


 


“CRD IV” means any or
any combination of the CRD IV Directive, the CRR, and any CRD IV Implementing Measures.


 


“CRD IV Directive” means
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions
and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives
2006/48/EC and 2006/49/EC or such other directive as may come into effect in place thereof.


 


“CRD IV Implementing Measures”
means any regulatory capital rules implementing the CRD IV Directive or the CRR which may from time to time be introduced, including,
but not limited to, delegated or implementing acts (regulatory technical standards) adopted by the European Commission, national
laws and regulations, and regulations and guidelines issued by the Regulator, the European Banking Authority or any other relevant
authority, which are applicable to the Company (on a standalone basis) or the Group (on a consolidated basis).


 


“CRR” means Regulation
(EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on the prudential requirements for credit institutions
and investment firms and amending Regulation (EU) No. 648/2012 or such other regulation as may come into effect in place thereof.


 


“Current Market Price”
means, in respect of a Common Share at a particular date, the average of the daily Volume Weighted Average Price of a Common Share
on each of the 5 consecutive dealing days ending on the dealing day immediately preceding such date (the “Relevant Period”)
(rounded if necessary to the nearest cent with 0.5 cents being rounded upwards); provided that if at any time during the Relevant
Period the Volume Weighted Average Price shall have been based on a price ex-Dividend (or ex-any other entitlement) and during
some other part of that period the Volume Weighted


 


 









    7 


     

    

Average Price shall have been based on a price
cum-Dividend (or cum-any other entitlement), then:


 


(a)if the Common Shares to be issued
and delivered do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which
the Common Shares shall have been based on a price cum-Dividend (or cum-any other entitlement) shall for the purposes of this definition
be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per
Common Share as at the date of the first public announcement relating to such Dividend or entitlement; or


 


(b)if the Common Shares to be issued
and delivered do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the
Common Shares shall have been based on a price ex-Dividend (or ex-any other entitlement) shall for the purposes of this definition
be deemed to be the amount thereof increased by an amount equal to the Fair Market Value of any such Dividend or entitlement per
Common Share as at the date of the first public announcement relating to such Dividend or entitlement,


 


and provided further that:


 


(i)if on each of the dealing days in
the Relevant Period the Volume Weighted Average Price shall have been based on a price cum-Dividend (or cum-any other entitlement)
in respect of a Dividend (or other entitlement) which has been declared or announced but the Common Shares to be issued and delivered
do not rank for that Dividend (or other entitlement) the Volume Weighted Average Price on each of such dates shall for the purposes
of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend
or entitlement per Common Share as at the date of first public announcement relating to such Dividend or entitlement; and


 


(ii)if the Volume Weighted Average Price
of a Common Share is not available on one or more of the dealing days in the Relevant Period (disregarding for this purpose the
proviso to the definition of Volume Weighted Average Price), then the average of such Volume Weighted Average Prices which are
available in the Relevant Period shall be used (subject to a minimum of two such prices) and if only one, or no, such Volume Weighted
Average Price is available in the Relevant Period the Current Market Price shall be determined in good faith by an Independent
Financial Adviser.


 


In making any calculation or determination
of Current Market Price, such adjustments (if any) shall be made as an Independent Financial Adviser determines in good faith appropriate
to reflect any consolidation or sub-division of the Common Shares or any issue of Common Shares by way of capitalisation of profits
or reserves, or any like or similar event.


 


“dealing day” means a
day on which the Relevant Stock Exchange or relevant stock exchange or securities market is open for business and on which Common
Shares,


 




    8 


     

    

Securities, Spin-Off Securities, options,
warrants or other rights (as the case may be) may be dealt in (other than a day on which the Relevant Stock Exchange or relevant
stock exchange or securities market is scheduled to or does close prior to its regular weekday closing time).


 





“Delivery Notice” means
a notice in the form for the time being currently available from the specified office of any Paying and Conversion Agent or in
such form as may be acceptable to DTC from time to time, which contains the relevant account and related details for the delivery
of any ADSs or Common Shares and all relevant certifications and/or representations as may be required by applicable law and regulations
(or is deemed to constitute the confirmation thereof), and which are required to be delivered in connection with a conversion of
the Contingent Convertible Capital Securities and the delivery of the ADSs or Common Shares.


 


“Depositary”
means, with respect to any series of Contingent Convertible Capital Securities, a clearing agency that is designated to act as
Depositary for the Global Securities evidencing all or part of such Contingent Convertible Capital Securities as contemplated by
‎‎Section 3.01.


 


“Distribution”
means the non-cumulative cash distribution in respect of the Contingent Convertible Capital Securities and a Distribution Period
determined in accordance with ‎Section
3.07.


 


“Distribution Payment Date”
shall have the meaning as determined pursuant to Section 3.01.


 


“Distribution Period”
means the period from and including one Distribution Payment Date (or, in the case of the first Distribution Period, the date of
issuance) to but excluding the next Distribution Payment Date.


 


“Distribution
Rate” means the rate at which the Contingent Convertible Capital Securities accrue Distributions in accordance with ‎Section
3.07.


 


“Dividend” means any
dividend or distribution to Shareholders in respect of the Common Shares (including a Spin-Off) whether of cash, assets or other
property (and for these purposes a distribution of assets includes without limitation an issue of Common Shares or other Securities
credited as fully or partly paid up by way of capitalisation of profits or reserves), and however described and whether payable
out of share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution
or payment to Shareholders upon or in connection with a reduction of capital provided that:


 


(a)where:


 


(i)a Dividend in cash is announced which
is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the issue or delivery of Common Shares or


 




    9 


     

    

other property or assets, or where a capitalisation
of profits or reserves is announced which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the
payment of cash, then the Dividend in question shall be treated as a Cash Dividend of an amount equal to the greater of (A) the
Fair Market Value of such cash amount and (B) the Current Market Price of such Common Shares as at the first date on which the
Common Shares are traded ex-the relevant Dividend on the Relevant Stock Exchange or, as the case may be, the record date or other
due date for establishment of entitlement in respect of the relevant capitalisation or, as the case may be, the Fair Market Value
of such other property or assets as at the date of the first public announcement of such Dividend or capitalisation or, in any
such case, if later, the date on which the number of Common Shares (or amount of such other property or assets, as the case may
be) which may be issued and delivered is determined; or


 


(ii)there shall be any issue of Common
Shares by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) where
such issue is or is expressed to be in lieu of a Dividend (whether or not a Cash Dividend equivalent or amount is announced or
would otherwise be payable to Shareholders, whether at their election or otherwise), the Dividend in question shall be treated
as a Cash Dividend of an amount equal to the Current Market Price of such Common Shares as at the first date on which the Common
Shares are traded ex-the relevant Dividend on the Relevant Stock Exchange or, as the case may be, the record date or other due
date for establishment of entitlement in respect of the relevant capitalisation or, in any such case, if later, the date on which
the number of Common Shares to be issued and delivered is determined;


 


(b)any
issue of Common Shares falling within Section 4.03(a) and Section 4.03(b) shall be disregarded;


 


(c)a purchase or redemption or buy back
of share capital of the Company by or on behalf of the Company in accordance with any general authority for such purchases or buy
backs approved by a general meeting of Shareholders and otherwise in accordance with the limitations prescribed under the Spanish
Companies Act for dealings generally by a company in its own shares shall not constitute a Dividend and any other purchase or redemption
or buy back of share capital of the Company by or on behalf of the Company or any member of the Group shall not constitute a Dividend
unless, in the case of a purchase or redemption or buy back of Common Shares by or on behalf of the Company or any member of the
Group, the weighted average price per Common Share (before expenses) on any one day (a “Specified Share Day”) in respect
of such purchases or redemptions or buy backs (translated, if not in the Share Currency, into the Share Currency at the Prevailing
Rate on such day) exceeds by more than 5 per cent. the average of the daily Volume Weighted Average Price of a Common Share on
the 5 dealing days immediately preceding the Specified Share Day or, where an announcement (excluding, for the avoidance of doubt
for these purposes, any general authority for such purchases, redemptions or buy backs approved by a general meeting of Shareholders
or any notice convening such a meeting of Shareholders) has been made of the intention to purchase, redeem or buy back Common Shares
at some future date at a specified price or where a tender offer is made, on the 5 dealing days immediately preceding the date
of


 




    10 


     

    

such announcement or the date of first public
announcement of such tender offer (and regardless of whether or not a price per Common Share, a minimum price per Common Share
or a price range or a formula for the determination thereof is or is not announced at such time), as the case may be, in which
case such purchase, redemption or buy back shall be deemed to constitute a Dividend in the Share Currency in an amount equal to
the amount by which the aggregate price paid (before expenses) in respect of such Common Shares purchased, redeemed or bought back
by the Company or, as the case may be, any member of the Group (translated where appropriate into the Share Currency as provided
above) exceeds the product of (i) 105 per cent. of the daily Volume Weighted Average Price of a Common Share determined as aforesaid
and (ii) the number of Common Shares so purchased, redeemed or bought back;


 


(d)if the Company or any member of the
Group shall purchase, redeem or buy back any depositary or other receipts or certificates representing Common Shares, the provisions
of paragraph ((c)) above shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined
in good faith by an Independent Financial Adviser; and


 


(e)where a dividend or distribution
is paid or made to Shareholders pursuant to any plan implemented by the Company for the purpose of enabling Shareholders to elect,
or which may require Shareholders, to receive dividends or distributions in respect of the Common Shares held by them from a person
other than (or in addition to) the Company, such dividend or distribution shall for the purposes of these Contingent Convertible
Capital Securities of any series be treated as a dividend or distribution made or paid to Shareholders by the Company, and the
provisions of the Contingent Convertible Capital Securities and the Contingent Convertible Capital Securities Indenture, including
references to the Company paying or making a dividend, shall be construed accordingly.


 


“Dollar” or “$”
or any similar reference means the coin or currency of the United States of America which as at the time of payment is legal tender
for the payment of public and private debts.


 


“DTC” means The Depository
Trust Company or its nominee or its or their successor.


 


“equity share capital”
means, in relation to any entity, its issued share capital excluding any part of that capital which, in respect of dividends and
capital, does not carry any right to participate beyond a specific amount in a distribution;


 


“Enforcement
Event” shall have the meaning given in ‎Section
6.01.


 





“EUR”, “€”
and “euro” means currency of the member states of the European Union (“EU”) that, from time to time,
have adopted the single currency in accordance with the treaty establishing the European Community, as amended from time to time.


 




 




    11 


     

    

“European Clearing System”
means Euroclear Bank S.A./N.V. (“Euroclear Bank”), as operator of the Euroclear System (“Euroclear”)
and/or Clearstream Banking, société anonyme (“Clearstream Luxembourg”);


 


“Exchange Act” means
the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.


 


“Existing Shareholders”
has the meaning given in the definition of “Newco Scheme”.


 


“Fair Market Value” means,
with respect to any property on any date, the fair market value of that property as determined by an Independent Financial Adviser
in good faith provided that (a) the Fair Market Value of a Cash Dividend shall be the amount of such Cash Dividend; (b) the Fair
Market Value of any other cash amount shall be the amount of such cash; (c) where Securities, Spin-Off Securities, options, warrants
or other rights are publicly traded on a stock exchange or securities market of adequate liquidity (as determined by an Independent
Financial Adviser in good faith), the Fair Market Value (i) of such Securities or Spin-Off Securities shall equal the arithmetic
mean of the daily Volume Weighted Average Prices of such Securities or Spin-Off Securities and (ii) of such options, warrants or
other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights, in the case
of both (i) and (ii) above during the period of 5 dealing days on the relevant stock exchange or securities market commencing on
such date (or, if later, the first such dealing day such Securities, Spin-Off Securities, options, warrants or other rights are
publicly traded) or such shorter period as such Securities, Spin-Off Securities, options, warrants or other rights are publicly
traded; and (d) where Securities, Spin-Off Securities, options, warrants or other rights are not publicly traded on a stock exchange
or securities market of adequate liquidity (as aforesaid), the Fair Market Value of such Securities, Spin-Off Securities, options,
warrants or other rights shall be determined by an Independent Financial Adviser in good faith, on the basis of a commonly accepted
market valuation method and taking account of such factors as it considers appropriate, including the market price per Common Share,
the dividend yield of a Common Share, the volatility of such market price, prevailing interest rates and the terms of such Securities,
Spin-Off Securities, options, warrants or other rights, including as to the expiry date and exercise price (if any) thereof. Such
amounts shall, in the case of (a) above, be translated into the Share Currency (if such Cash Dividend is declared or paid or payable
in a currency other than the Share Currency) at the rate of exchange used to determine the amount payable to Shareholders who were
paid or are to be paid or are entitled to be paid the Cash Dividend in the Share Currency; and in any other case, shall be translated
into the Share Currency (if expressed in a currency other than the Share Currency) at the Prevailing Rate on that date. In addition,
in the case of (a) and (b) above, the Fair Market Value shall be determined on a gross basis and disregarding any withholding or
deduction required to be made for or on account of tax, and disregarding any associated tax credit;


 


“Final
Cancellation Date” shall have the meaning given in ‎Section
4.06.


 




    12 


     

    




“Floor Price” means the
price per Common Share determined pursuant to Section 3.01, subject to adjustment in accordance with Section 4.03.


 




“Foreign Currency” means
the euro or any currency issued by the government of any country (or a group of countries or participating member states) other
than the United States of America which as at the time of payment is legal tender for the payment of public and private debts.


 


“Foreign Government Securities”
means with respect to Contingent Convertible Capital Securities, if any, of any series that are denominated in a Foreign Currency,
non-callable (i) direct obligations of the participating member state or government that issued such Foreign Currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of such participating member state or government, the payment of which obligations is unconditionally
guaranteed as a full faith and credit obligation of such participating member state or government. For the avoidance of doubt,
for all purposes hereof, euro shall be deemed to have been issued by each participating member state from time to time.


 


“Further Contingent Convertible
Capital Securities” means any securities which are contingently convertible into Common Shares of the Company pursuant
to their terms in the event that the CET1 ratio of the Company or the Group is less than a specified percentage.


 


“Global Security” means
one or more global certificates evidencing all or part of a series of Contingent Convertible Capital Securities, authenticated
and delivered to or on behalf of the Holder and registered in the name of the Holder or its nominee.


 


“Group” means Banco Santander,
S.A. and its consolidated subsidiaries.


 


“Holder” means a Person
in whose name a Contingent Convertible Capital Security in global or definitive form is registered in the Contingent Convertible
Capital Security Register.


 


“Iberclear” means the
Spanish clearing and settlement system (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación
de Valores, S.A., Sociedad Unipersonal).


 


“Independent Financial Adviser”
means an independent financial institution of international repute appointed by the Company at its own expense.


 


“Initial Margin” means
the per cent per annum determined in accordance with Section 3.01.


 


“Law 11/2015” means
Law 11/2015, of June 18, for the recovery and resolution of credit institutions and investment firms (Ley 11/2015, de 18 de
junio, de recuperacion y resolucion de entidades de credito y empresas de servicios de inversion), as amended from time to
time.


 




    13 


     

    

“Legal Holiday”, with
respect to any Place of Payment or other location, means a Saturday, a Sunday or a day on which banking institutions in such Place
of Payment or other location are not authorized or obligated to be open.


 





“Liquidation Distribution”
means the Liquidation Preference per Contingent Convertible Capital Security plus, if applicable, where not cancelled pursuant
to, or otherwise subject to the limitations on payment set out in Section 3.08 and ‎Section
3.09, an amount equal to accrued and unpaid Distributions for the then current Distribution Period to (but excluding) the date
of payment of the Liquidation Distribution.


 





“Liquidation Event” shall
have the meaning set forth in Section 6.01.


 







“Liquidation
Preference” shall have the meaning as determined pursuant to ‎Section
3.01.


 


“Maximum Distributable Amount”
means any maximum distributable amount required to be calculated in accordance with article 48 of Law 10/2014 and articles 73 and
74 of Royal Decree 84/2015, each interpreted in light of article 141 of the CRD IV Directive.


 


“Newco Scheme” means
a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of
a limited liability company (“Newco”) between the Shareholders of the Company immediately prior to the Scheme
of Arrangement (the “Existing Shareholders”) and the Company, provided that:


 


(a)only ordinary shares of Newco or
depositary or other receipts or certificates representing ordinary shares of Newco are issued to Existing Shareholders;


 


(b)immediately after completion of the
Scheme of Arrangement the only shareholders of Newco or, as the case may be, the only holders of depositary or other receipts or
certificates representing ordinary shares of Newco, are Existing Shareholders and the Voting Rights in respect of Newco are held
by Existing Shareholders in the same proportions as their respective holdings of such Voting Rights immediately prior to the Scheme
of Arrangement;


 


(c)immediately after completion of the
Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only ordinary shareholder (or shareholders)
of the Company;


 


(d)all Subsidiaries of the Company immediately
prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary) are Subsidiaries of the Company (or of Newco)
immediately after completion of the Scheme of Arrangement; and


 


(e)immediately after completion of the
Scheme of Arrangement, the Company (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital
and equity share capital of those Subsidiaries as was held by the Company immediately prior to the Scheme of Arrangement.


 




    14 


     

    

“Non-Cash Dividend” means
any Dividend which is not a Cash Dividend, and shall include a Spin-Off.


 


“Officer’s Certificate”
means a certificate signed by any member of the Board of Directors, the Secretary or the Deputy Secretary of the Board of Directors,
a Vice President or any officer or any other Person duly authorized by the Company, that complies with the requirements of Section
314(e) of the Trust Indenture Act and is delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of legal advisors, who may be an employee of or legal advisors for the Company or other legal advisors
who shall be reasonably acceptable to the Trustee and that, if required by the Trust Indenture Act, complies therewith.


 





“Outstanding”, when used
with respect to Contingent Convertible Capital Securities or any series of Contingent Convertible Capital Securities means, as
of the date of determination, all Contingent Convertible Capital Securities or all Contingent Convertible Capital Securities of
such series, as the case may be, theretofore authenticated and delivered under this Contingent Convertible Capital Securities Indenture,
except:


 


(i)Contingent Convertible
Capital Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)Contingent
Convertible Capital Securities which have been paid pursuant to ‎Section
12.06 or in exchange for or in lieu of which other Contingent Convertible Capital Securities have been authenticated and delivered
pursuant to this Contingent Convertible Capital Securities Indenture, other than any such Contingent Convertible Capital Securities
in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Contingent Convertible Capital
Securities are held by a bona fide purchaser in whose hands such Contingent Convertible Capital Securities are valid obligations
of the Company;


 


provided, however, that in determining whether the Holders
of the requisite Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Liquidation Preference of a Contingent
Convertible Capital Security denominated in a Foreign Currency shall be the Dollar equivalent, determined on the date of original
issuance of such Contingent Convertible Capital Security, of the Liquidation Preference of such Contingent Convertible Capital
Security; and (ii) Contingent Convertible Capital Securities beneficially owned by the Company or any other obligor upon the Contingent
Convertible Capital Securities or any Affiliate of the Company or of


 




    15 


     

    

such other obligor shall be disregarded and deemed not to be
Outstanding except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Contingent Convertible Capital Securities which a Responsible Officer of the Trustee
actually knows to be so beneficially owned shall be so disregarded; provided, further, however, that Contingent Convertible Capital
Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Contingent Convertible Capital Securities
and that the pledgee is not the Company or any other obligor upon the Contingent Convertible Capital Securities or any Affiliate
of the Company or of such other obligor.


 


“Parity Securities” means
any preferred securities (participaciones preferentes) issued under Law 13/1985 and/or RD-L 14/2013 and/or Law 10/2014,
such as the Contingent Convertible Capital Securities, and/or under the CRR from time to time by the Company or by any Subsidiary
and which are guaranteed by the Company or any preferential participations, preferential shares or preference shares (acciones
preferentes) ranking pari passu with any preferred securities (participaciones preferentes) issued from time
to time by the Company or by any Subsidiary and which are guaranteed by the Company or any other instrument issued or guaranteed
by the Company ranking pari passu with the Contingent Convertible Capital Securities.


 


“Paying and Conversion Agent”
means the Principal Paying Agent and any other paying and conversion agent appointed in accordance with the Contingent Convertible
Capital Securities Indenture or any supplemental indenture and includes any successors thereto appointed from time to time in accordance
with the Contingent Convertible Capital Securities Indenture or any supplemental indenture.


 


“Payment Business Day”
means (i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including
dealing in foreign exchange and foreign currency deposits) in New York City and London and (ii) in the case of Contingent Convertible
Capital Securities in definitive form only, a day on which commercial banks and foreign exchange markets settle payments and are
open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation.


 


“Payment
Statement” means the statement to be delivered to the Company by the Trustee, substantially in the form set forth in
Exhibit I to Appendix 1, pursuant to ‎Section
7.02.


 


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof.


 


“Place of Payment”, when
used with respect to the Contingent Convertible Capital Securities of any series, means the place or places where the Liquidation
Preference and Distributions on the Contingent Convertible Capital Securities of that


 




    16 


     

    

series are payable
as specified pursuant to ‎Section
3.01 or, if not so specified, as specified in ‎Section
11.02.


 


“Predecessor
Security” of any particular Contingent Convertible Capital Security means every previous Contingent Convertible Capital
Security evidencing all or a portion of the same debt as that evidenced by such particular Contingent Convertible Capital Security;
and, for the purposes of this definition, any Contingent Convertible Capital Security authenticated and delivered under ‎Section
3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Contingent Convertible Capital Security shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen Contingent Convertible Capital Security.


 


“Prevailing Rate” means,
in respect of any currencies on any day, the spot rate of exchange between the relevant currencies prevailing as at 12 noon (London
time) on that date as appearing on or derived from Reuters page ECB37 or, if not available, from any other Reference Page or, if
such a rate cannot be determined at such time, the rate prevailing as at 12 noon (London time) on the immediately preceding day
on which such rate can be so determined or, if such rate cannot be so determined by reference to the Reference Page, the rate determined
in such other manner as an Independent Financial Adviser in good faith shall prescribe.


 





“Principal Paying Agent”
means any Person (which may include the Company) authorized by the Company to pay the Liquidation Preference of, or Distributions
on, or any Additional Amounts with respect to, the contingent convertible capital securities of any series on behalf of the Company.
Except as otherwise specified as contemplated by ‎‎Section
3.01 hereof, The Bank of New York Mellon, acting through its London Branch will act as Principal Paying Agent in respect of the
Contingent Convertible Capital Securities of any series.


 


“Recognised Stock Exchange”
means a regulated regularly operating, recognised stock exchange or securities market in an OECD member state.


 


“Redemption Date”, when
used with respect to any Contingent Convertible Capital Security to be redeemed, means the date fixed for such redemption by or
pursuant to this Contingent Convertible Capital Securities Indenture.


 


“Redemption Price” means,
per Contingent Convertible Capital Security, the Liquidation Preference plus, if applicable, where not cancelled pursuant to, or
otherwise subject to the limitations on payment set out in Section 3.08 and ‎Section
3.09, an amount equal to accrued and unpaid Distributions for the then current Distribution Period to (but excluding) the date
fixed for redemption of the Contingent Convertible Capital Securities of the relevant series.


 


“Regular Record Date”
for the Distribution payable on any Distribution Date on registered Contingent Convertible Capital Securities of any series means
the date specified for the purpose pursuant to ‎Section 3.01.


 


“regulated entity” means
any entity to which Law 11/2015 applies as provided under article 1.2 of Law 11/2015, as amended from time to time, which includes,
certain credit institutions, investment firms, and certain of their parent or holding companies;


 




 




    17 


     

    




 


“Regulator” means the
European Central Bank or such other or successor authority exercising primary bank supervisory authority, in each case with respect
to prudential matters in relation to the Company and/or the Group;


 





“Reference Page” means
the relevant page on Bloomberg or Reuters or such other information service provider that displays the relevant information.


  







“relevant resolution authority”
means the Spanish Fund for the Orderly Restructuring of Banks, the European Single Resolution Mechanism, as the case may be,
according to Law 11/2015, and any other entity with the authority to exercise the Spanish Bail-in Power from time to time.


 


“Relevant Stock Exchange”
means the Spanish Stock Exchanges or if at the relevant time the Common Shares are not at that time listed and admitted to trading
on the Spanish Stock Exchanges, the principal stock exchange or securities market on which the Common Shares are then listed, admitted
to trading or quoted or accepted for dealing.


 


“Responsible
Officer”, when used with respect to the Trustee, means any officer of the Trustee assigned to or working in the Corporate
Trust Administration unit (or any successor unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall
have direct responsibility for the administration of this Contingent Convertible Capital Securities Indenture and, for the purposes
of ‎Section 7.01(c)(ii),
shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.


 


“Risk Weighted Assets Amount”
means at any time, with respect to the Company or the Group, as the case may be, the aggregate amount (in the Accounting Currency)
of the risk weighted assets of the Company or the Group, respectively, calculated in accordance with Applicable Banking Regulations
at such time.


 


“Scheme of Arrangement”
has the meaning given in the definition of “Newco Scheme”.


 


“Securities” means any
securities including, without limitation, shares in the capital of the Company, or options, warrants or other rights to subscribe
for or purchase or acquire shares in the capital of the Company.


 


“Securities Act” means
the United States Securities Act of 1933, as amended.


 





“Selling Agent” shall
have the meaning set forth in Section 4.07.


  


“Settlement Shares Depository”
means a reputable independent financial institution, trust company or similar entity to be appointed by the Company on or prior
to any date when a function ascribed to the Settlement Shares Depository is required to be performed to perform such functions
and who will hold Common Shares in Iberclear or any of its participating entities in a designated trust or custody account for
the benefit of


 




    18 


     

    

the holders of the Contingent Convertible
Capital Securities of any series and otherwise on terms consistent with the terms of the Contingent Convertible Capital Securities
and the Contingent Convertible Capital Securities Indenture.


 


“Share Currency” means
euro or such other currency in which the Common Shares are quoted or dealt in on the Relevant Stock Exchange at the relevant time
or for the purposes of the relevant calculation or determination.


 


“Shareholders” means
the holders of Common Shares.


 


“Spanish Bail-in
Power” means any write-down, conversion, transfer, modification, or suspension power existing from time to time
under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the Kingdom of Spain,
relating to (i) the transposition of BRRD including but not limited to Law 11/2015, and up to 31 December 2015 (inclusive),
Law 9/2012, of 14 November, on restructuring and resolution of credit institutions, (ii) the SRM Regulation and (iii) the
instruments, rules and standards created thereunder, pursuant to which any obligation of a regulated entity (or other
affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other
obligations of such regulated entity or any other person (or suspended for a temporary period).


 


“Spanish Companies Act”
means the Royal Decree Legislative 1/2010, of 2 July 2010, approving the consolidated text of the Spanish Companies Act (Ley
de Sociedades de Capital).


 


“Spanish Insolvency Law”
means Law 22/2003 (Ley Concursal) of 9 July 2003 regulating insolvency proceedings in Spain, or an equivalent legal provision
which replaces it in the future.


 


“Spanish Stock Exchanges”
means the Madrid, Barcelona, Bilbao and Valencia stock exchanges and the Automated Quotation System -Continuous Market (Sistema
de Interconexión Bursátil -Mercado Continuo (SIBE)).


 


“Specified
Date” has the meanings given in clauses ‎(a)(iv),
‎ (a)(vi), ‎(a)(vii),
‎and (a)(viii) of ‎Section
4.03, as applicable.


 


“Spin-Off” means:


 


(a)a distribution of Spin-Off Securities
by the Company to Shareholders as a class; or


 


(b)any issue, transfer or delivery of
any property or assets (including cash or shares or other securities of or in or issued or allotted by any entity) by any entity
(other than the Company) to Shareholders as a class or, in the case of or in connection with a Newco Scheme, Existing Shareholders
as a class (but excluding the issue and allotment of ordinary shares (or depositary or other receipts or certificates representing
such ordinary shares) by Newco to Existing Shareholders as a class), pursuant in each case to any arrangements with the Company
or any member of the Group.


 




    19 


     

    

“Spin-Off Securities”
means equity share capital of an entity other than the Company or options, warrants or other rights to subscribe for or purchase
equity share capital of an entity other than the Company.


 


“SRM Regulation” means
Regulation (EU) No. 806/2014 of the European Parliament and of the Council of 15 July 2014, establishing
uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of
the Single Resolution Mechanism and the Single Resolution Fund and amending Regulation (EU) No. 1093/2010, as amended or superseded from time to time.


 


“Subsidiary” means any
entity over which the Company may have, directly or indirectly, control in accordance with Applicable Banking Regulations;


 





“Tax Event” in respect
of any series of Contingent Convertible Capital Securities, means that as a result of any change in the laws or regulations of
Spain or in either case of any political subdivision thereof or any authority or agency therein or thereof having power to tax
or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of issue
of the contingent convertible capital securities of such series the Company shall determine that (a) the Company would not be entitled
to claim a deduction in computing taxation liabilities in Spain in respect of any Distribution to be made on the next Distribution
Payment Date or the value of such deduction to the Company would be materially reduced, or (b) the Company would be required to
pay Additional Amounts pursuant to Section 11.04, or (c) the applicable tax treatment of the Contingent Convertible Capital Securities
of such series changes.


 


“Tier 1 Capital” means
at any time, with respect to the Company or the Group, as the case may be, the Tier 1 capital of the Company or the Group, respectively,
as calculated by the Company in accordance with Chapters 1, 2 and 3 (Tier 1 Capital, Common Equity Tier 1 Capital and Additional
Tier 1 capital) of Title I (Elements of own funds) of Part Two (Own Funds) of the CRR and/or Applicable Banking Regulations at
such time, including any applicable transitional, phasing in or similar provisions;


 


“Tier 2 Capital” means
at any time, with respect to the Company or the Group, as the case may be, the Tier 2 capital of the Company or the Group, respectively,
as calculated by the Company in accordance with Chapter 4 (Tier 2 capital) of Title I (Elements of own funds) of Part Two (Own
Funds) of the CRR and/or Applicable Banking Regulations at such time, including any applicable transitional, phasing in or similar
provisions.


 


“Trigger Conversion”
has the meaning given in Section 4.01.


 




“Trigger
Event” means if, at any time, as determined by the Company, the CET1 ratio of the Company or the Group calculated in
accordance with Applicable Banking Regulations is less than 5.125 per cent.


 




    20 


     

    

“Trigger
Event Notice” shall have the meaning given in ‎Section
4.04.


 


“Trigger Event Notice Date”
means the date on which a Trigger Event Notice is given.


 


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant
to the applicable provisions of this Contingent Convertible Capital Securities Indenture, and thereafter “Trustee”
shall mean the Person who is then the Trustee hereunder, or, if a different Trustee is appointed for a particular series of Contingent
Convertible Capital Securities, the Trustee named in the relevant indenture supplemental hereto as the Trustee for that particular
series of Contingent Convertible Capital Securities and if at any time there is more than one such Person, “Trustee”
shall mean and include each such Person; and “Trustee” as used with respect to the Contingent Convertible Capital Securities
of any series shall mean the Trustee with respect to the Contingent Convertible Capital Securities of such series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as in effect at the date as of which this instrument
was executed, except as provided in ‎Section
10.05.


 


“United
States” and “U.S.” mean the United States of America and, except in the case of Sections ‎7.10
and ‎7.15, its territories
and possessions.


 


“U.S.$” and “U.S.
dollars” means the lawful currency of the United States of America.


 


“U.S. Government Securities Business
Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for the purposes of trading in U.S. government
securities.


 


“Volume Weighted Average Price”
means, in respect of a Common Share, Security or, as the case may be, a Spin-Off Security on any dealing day, the order book volume-weighted
average price of a Common Share, Security or, as the case may be, a Spin-Off Security published by or derived (in the case of a
Common Share) from the Reference Page or (in the case of a Security (other than Common Shares) or Spin-Off Security) from the principal
stock exchange or securities market on which such Securities or Spin-Off Securities are then listed or quoted or dealt in, if any
or, in any such case, such other source as shall be determined in good faith to be appropriate by an Independent Financial Adviser
on such dealing day, provided that if on any such dealing day such price is not available or cannot otherwise be determined as
provided above, the Volume Weighted Average Price of a Common Share, Security or a Spin-Off Security, as the case may be, in respect
of such dealing day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding dealing
day on which the same can be so determined or as an Independent Financial Adviser might otherwise determine in good faith to be
appropriate.


 




    21 


     

    

“Voting Rights” means
the right generally to vote at a general meeting of Shareholders of the Company (irrespective of whether or not, at the time, stock
of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).


 


Section 1.02.Compliance Certificates
and Opinions. Unless otherwise expressly provided for in this Contingent Convertible Capital Securities Indenture, upon any
application or request by the Company to the Trustee to take any action under any provision of this Contingent Convertible Capital
Securities Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent,
if any, provided for in this Contingent Convertible Capital Securities Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion all such conditions precedent,
if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Contingent Convertible Capital Securities Indenture relating to such
particular application or request, no additional certificate or opinion need be furnished.


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Contingent Convertible Capital Securities
Indenture (other than ‎Section
11.06) shall include:


 


(a)a
statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto;


 


(b)a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)a
statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)a
statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.


 


Section 1.03.Form of Documents Delivered
to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be
so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one
or several documents.


 


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal
advisors, unless such officer knows, or in the exercise of reasonable care should know,


 




    22 


     

    

that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion or representations are based are erroneous. Any such certificate
or opinion of, or representations by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know,
that the certificate or opinion or representation with respect to such matters is erroneous.


 


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Contingent
Convertible Capital Securities Indenture, they may, but need not, be consolidated and form one instrument.


 


Section 1.04.Acts of Holders.


 


(a)Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Contingent Convertible Capital
Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby
expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Contingent Convertible
Capital Securities Indenture and (subject to ‎Section
7.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


(b)The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of
his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.


 


(c)The
ownership of  Contingent Convertible Capital Securities shall be proved by the Contingent Convertible Capital Security
Register.


 


(d)Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Contingent Convertible Capital
Security shall bind every future Holder of the same Contingent Convertible Capital Security and the Holder of every Contingent
Convertible Capital Security issued upon the registration of transfer


 




    23 


     

    

thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Contingent Convertible Capital Security
Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action
is made upon such Contingent Convertible Capital Security or such other Contingent Convertible Capital Security.


 


(e)If
the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution or an Officer’s Certificate, fix in advance a record
date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Contingent Convertible Capital Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Contingent Convertible
Capital Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Contingent Convertible
Capital Securities Indenture not later than six months after the record date.


 


Section 1.05.Notices, Etc. to Trustee
and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Contingent Convertible Capital Securities Indenture to be made upon, given or furnished to, or filed with,


 


(a)the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if made, given, furnished or filed in writing (which may be via facsimile or email delivery of a copy of such document) to the
Trustee at its Corporate Trust Office, and the Trustee agrees to accept and act upon facsimile transmission or email delivery of
written instructions pursuant to this Contingent Convertible Capital Securities Indenture, provided, however, that (x) the party
providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed
instructions or directions to the Trustee in a timely manner, and (y) such originally executed instructions or directions shall
be signed by an authorized representative of the party providing such instructions or directions; or


 


(b)the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class air mail postage prepaid, to the Company, to the address of its principal office specified
in the first paragraph of this Contingent Convertible Capital Securities Indenture or at any other another address previously furnished
in writing to the Trustee by the Company.


 




    24 


     

    

The Trustee agrees to accept and act upon
instructions or directions pursuant to this Contingent Convertible Capital Securities Indenture sent by unsecured e-mail, portable
document format (PDF), facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee
shall have received from the Company an incumbency certificate listing persons designated to give such instructions or directions
and containing the titles and specimen signatures of such designated persons, which such incumbency certificate shall be amended
and replaced whenever a person is to be added or deleted from the listing, and provided further that the Trustee shall have no
obligation or responsibility to confirm or verify that the instruction or direction was in fact sent by, or on behalf of, a person
so designated to give instructions or directions. If the Company elects to give the Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding a conflict
or inconsistency between such instructions and a subsequent written instruction. The Company agrees to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 


Section 1.06.Notice
to Holders; Waiver. When this Contingent Convertible Capital Securities Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly provided), if given in writing and mailed, first-class
postage prepaid, to each Holder of a Contingent Convertible Capital Security affected by such event in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant to ‎Section
8.03(a).


 


For so long as the Contingent Convertible
Capital Securities of any series are represented by Global Securities, the Company will deliver a copy of all notices with respect
to such series to the Holder (if the address of such Holder is known to the Company).


 


When notice to Holders of Contingent Convertible
Capital Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Contingent Convertible Capital Securities
Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 




    25 


     

    

Section 1.07.Language of Notices,
Etc. Any notice under this Contingent Convertible Capital Securities Indenture shall be in the English language, except that,
if the Company so elects, any published notice may be in an official language of the country of publication.


 


Section 1.08.Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Contingent Convertible Capital Securities Indenture by any of the provisions of the Trust
Indenture Act, such required provision of the Trust Indenture Act shall control. If at any future time any provision required
to be included herein by the Trust Indenture Act as in force at the date as of which this Contingent Convertible Capital Securities
Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein
would not be so required or imposed (in whole or in part) if this Contingent Convertible Capital Securities Indenture were executed
at such future time, the Company and the Trustee may enter into one or more indentures supplemental hereto pursuant to ‎Section
10.01 to change or eliminate (in whole or in part) such provision or limitation of this Contingent Convertible Capital Securities
Indenture in conformity with the requirements of the Trust Indenture Act as then in force, except that (subject to ‎Article
10) no provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(l), (d)(2), (d)(3)
and (e), 316(a)(1)(A), (a)(l)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of
which this Contingent Convertible Capital Securities Indenture was executed may be so changed or eliminated.


 


Section 1.09.Effect of Headings and
Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.


 


Section 1.10.Successors and Assigns.
All covenants and agreements in this Contingent Convertible Capital Securities Indenture by the Company shall bind its successors
and assigns, whether so expressed or not.


 


Section 1.11.Separability Clause.
In case any provision in this Contingent Convertible Capital Securities Indenture or in the Contingent Convertible Capital Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 1.12.Benefits of Contingent
Convertible Capital Securities Indenture. Nothing in this Contingent Convertible Capital Securities Indenture or in the Contingent
Convertible Capital Securities, express or implied, shall give to any Person, other than the parties hereto and any Contingent
Convertible Capital Securities Registrars or Paying Agent or Calculation Agent with respect to any Contingent Convertible Capital
Securities and their successors hereunder, and the Holders of Contingent Convertible Capital Securities, any benefit or any legal
or equitable right, remedy or claim under this Contingent Convertible Capital Securities Indenture.


 




    26 


     

    

Section 1.13.Governing
Law. This Contingent Convertible Capital Securities Indenture and the Contingent Convertible Capital Securities shall be governed
by and construed in accordance with the laws of the State of New York, except for ‎Section
13.01, which shall be governed by and construed in accordance with the laws of the Kingdom of Spain, and except that the authorization
and execution of this Contingent Convertible Capital Securities Indenture, the Contingent Convertible Capital Securities shall
be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of organization
of the Company and the Trustee, as the case may be. 


 


Section 1.14.Business Days and Legal
Holidays. The terms of the Contingent Convertible Capital Securities shall provide that, in any case where any Distribution
Date or Redemption Date of a Contingent Convertible Capital Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Contingent Convertible Capital Securities Indenture or the Contingent Convertible
Capital Securities other than a provision in the Contingent Convertible Capital Securities that specifically states that such provision
shall apply in lieu of this Section) payments of Distributions, if any, (and premium, if any) or Liquidation Preference and the
exchange of the Contingent Convertible Capital Security need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment (or such other Business Day as shall be provided in such Contingent
Convertible Capital Security) with the same force and effect as if made on such Distribution Date or Redemption Date, provided
that no Distribution shall accrue for the period from and after such Distribution Date or Redemption Date, as the case may be.


 


Section 1.15. Appointment
of Agent for Service. The Company has designated and appointed Banco Santander, S.A., New York Branch, 45 E. 53rd
Street, New York, New York 10022, as its authorized agent (the “Authorized Agent”), as its authorized agent upon which
process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York
arising out of or relating to the Contingent Convertible Capital Securities or this Contingent Convertible Capital Securities
Indenture, but for that purpose only, and agrees that service of process upon said Authorized Agent shall be deemed in every respect
effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan,
The City of New York, New York. Such appointment shall be irrevocable so long as any of the Contingent Convertible Capital Securities
remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such







 




    27 


     

    




appointment.
Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees
to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary
to continue such designation and appointment of said Authorized Agent in full force and effect so long as any of the Contingent
Convertible Capital Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with
respect to any failure by the Company to take any such action. The Company hereby irrevocably submits (for the purposes of any
such suit or proceeding) to the non-exclusive jurisdiction of any such court in which any such suit or proceeding is so instituted,
and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter
to the laying of the venue of any such suit or proceeding. To the extent that the Company may be entitled, in any jurisdiction
in which judicial proceedings may at any time be commenced with respect to or arising out of this Contingent Convertible Capital
Securities Indenture to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereign immunity
or otherwise) from suit, from the jurisdiction of any court (including, but not limited to, any court of the United States of
America or the State of New York) or from any legal process with respect to itself or its property, from attachment prior to judgment,
from set-off, from execution of a judgment, from the grant of injunctive relief, whether prior to or after judgment, or from any
other legal process (including, without limitation, in relation to enforcement of any arbitration award), and to the extent that
in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Company hereby irrevocably agrees
not to claim and hereby irrevocably waives such immunity and consents to the grant of any such relief.


 



Section
1.16.Calculation Agent. If the Company appoints a Calculation Agent pursuant to ‎Section
3.01 with respect to any series of Contingent Convertible Capital Securities, any determination of the Distribution Rate on,
or other amounts in relation to, such series of Contingent Convertible Capital Securities in accordance with the terms of
such series of Contingent Convertible Capital Securities by such Calculation Agent shall (in the absence of manifest error,
bad faith or willful misconduct) be binding on the Company, the Trustee and all Holders and (in the absence of manifest
error, bad faith or willful misconduct) no liability to the Holders shall attach to the Calculation Agent in connection with
the exercise or non-exercise by it of its powers, duties and discretions.


 


Section 1.17.Waiver of Jury Trial.
EACH OF THE PARTIES HERETO, AND EACH HOLDER OF A CONTINGENT CONVERTIBLE CAPITAL SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS CONTINGENT CONVERTIBLE CAPITAL SECURITIES INDENTURE, THE CONTINGENT CONVERTIBLE CAPITAL SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.


 


Section 1.18.Judgment Currency. Any
payment on account of an amount that is payable in U.S. dollars (the “Required Currency”) which is made to or for the
account of any Holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether
as a result of any judgment or order or the enforcement thereof or the liquidation of the Company shall constitute a discharge
of the Company obligation under this Contingent Convertible Capital Securities Indenture and the Contingent Convertible Capital
Securities only to the extent of the amount of the Required Currency with such Holder or the Trustee, as the case may be, could
purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures
at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the
amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such
Holder or the Trustee, as the case may be, the Company shall indemnify and hold harmless the Holder or the Trustee, as the case
may be, from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute
an obligation separate and independent from the other obligations contained in this Contingent Convertible Capital Securities Indenture
or the Contingent Convertible Capital Securities, shall give rise to a separate and independent cause of action, shall apply irrespective
of any indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding
any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.


 




    28 


     

    

Article
2

Contingent Convertible Capital Security Forms


 


Section 2.01.Forms
Generally. The Contingent Convertible Capital Securities of each series shall be issuable in registered form and in such forms
as shall be established by or pursuant to a Board Resolution, an Officer’s Certificate, or in one or more indentures supplemental
hereto, pursuant to ‎‎Section 3.01, in each case with such insertions, omissions, substitutions and other variations as
are required or permitted by this Contingent Convertible Capital Securities Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or
rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefor, or as may, consistently
herewith, be determined by the officers executing such Contingent Convertible Capital Securities, all as evidenced by any such
execution.


 


Section 2.02.Form of Trustee’s
Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Contingent Convertible
Capital Securities of the series designated herein referred to in the within-mentioned Contingent Convertible Capital Securities
Indenture.


 


	 	Dated:	 
	 	 	 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Article
3

The Contingent Convertible Capital Securities


 


Section 3.01.Amount Unlimited; Issuable
in Series. The aggregate Liquidation Preference of Contingent Convertible Capital Securities which may be authenticated and
delivered under this Contingent Convertible Capital Securities Indenture is unlimited. The Contingent Convertible Capital Securities
may be issued in one or more series.


 


There shall be established by or pursuant
to a Board Resolution of the Company, or established by an Officer’s Certificate, or established in one or more indentures
supplemental hereto, prior to the initial issuance of Contingent Convertible Capital Securities of any series,


 




    29 


     

    

(a)the
title of the Contingent Convertible Capital Securities of the series (which shall distinguish the Contingent Convertible Capital
Securities of the series from all other Contingent Convertible Capital Securities);


 


(b)any
limit upon the aggregate Liquidation Preference of the Contingent Convertible Capital Securities of the series which may be authenticated
and delivered under this Contingent Convertible Capital Securities Indenture (except for Contingent Convertible Capital Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Contingent Convertible Capital
Securities of the series pursuant to ‎Section
3.04, ‎‎Section 3.05, ‎‎Section
3.06, ‎‎Section 10.06 or ‎‎Section
12.07) and except for any Contingent Convertible Capital Securities which, pursuant to ‎Section
3.03 are deemed never to have been authenticated and delivered hereunder);


 


(c)the
date or dates, if any, on which the Liquidation Preference of the Contingent Convertible Capital Securities of the series is payable;


 


(d)the
rate or rates, if any, at which Distributions on the Contingent Convertible Capital Securities of the series shall accrue or the
manner of calculation of such rate or rates, if any, the date or dates from which such Distributions shall accrue, the Distribution
Dates on which such Distributions shall be payable or the manner of determination of such Distribution Dates and the Regular Record
Date for the Distributions payable on any Distribution Date and any dates required to be established pursuant to ‎Section
8.01;


 


(e)whether
any premium, upon redemption or otherwise, shall be payable by the Company on Contingent Convertible Capital Securities of the
series, and whether such premium shall be redeemable at the option of the Company or the Holder;


 


(f)the
place or places where the Liquidation Preference of (and premium, if any) and any Distributions on Contingent Convertible Capital
Securities of the series shall be payable, and the paying agent, if other than the Principal Paying Agent, who shall be authorized
to pay Liquidation Preference of (and premium, if any) and any Distributions on Contingent Convertible Capital Securities of such
series, at least one such paying agent having an office or agency in the Borough of Manhattan, The City of New York;


 


(g)other
than with respect to any redemption of the Contingent Convertible Capital Securities pursuant to ‎Section
12.08, whether or not such series of Contingent Convertible Capital Securities are to be redeemable, in whole or in part, at the
Company’s option and, if so redeemable, the period or periods within which, the price or prices at which and the terms and
conditions upon which, Contingent Convertible Capital Securities of the series may be redeemed, including the date referred to
in ‎Section 12.08;


 


(h)the
obligation, if any, of the Company to redeem or purchase Contingent Convertible Capital Securities of the series pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which Contingent Convertible


 




    30 


     

    

Capital Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(i)the
denominations in which Contingent Convertible Capital Securities of the series in each applicable form shall be issuable and any
provisions relating to redenomination of any Contingent Convertible Capital Securities;


 


(j)if
Additional Amounts, pursuant to ‎Section 11.04,
will not be payable;


 


(k)if
other than Dollars, provisions, if any, for the Contingent Convertible Capital Securities of the series to be denominated, and
payments thereon to be made, in Foreign Currencies and specifying the Place of Payment and the manner of payment thereon and any
other terms with respect thereto;


 


(l)if
other than the coin or currency in which the Contingent Convertible Capital Securities of that series are denominated, the coin
or currency in which payment of the Liquidation Preference of and premium and Distributions on the Contingent Convertible Capital
Securities of such series shall be payable;


 


(m)if
the Liquidation Preference of and Distributions on the Contingent Convertible Capital Securities of such series are to be payable,
at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Contingent Convertible Capital
Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;


 


(n)whether
the Contingent Convertible Capital Securities of the series shall be issued in whole or in part in the form of one or more Global
Securities and the initial Holder with respect to such Global Security or Contingent Convertible Capital Securities;


 


(o)if
the Contingent Convertible Capital Securities of such series are to be issuable in definitive form (whether upon original issue
or upon exchange of a temporary Contingent Convertible Capital Security of such series or otherwise) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or
conditions;


 


(p)if
the amounts of payments of Liquidation Preference or Distributions on the Contingent Convertible Capital Securities of the series
may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which
such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized to calculate such amounts;


 


(q)the
forms of Contingent Convertible Capital Securities of the series appertaining thereto;


 


(r)any
other terms of the series (which terms shall not be inconsistent with the provisions of this Contingent Convertible Capital Securities
Indenture); and


 




    31 


     

    

(s)the
Trustee for such series of Contingent Convertible Capital Securities who shall also be named in an indenture supplemental hereto
for a particular series of Contingent Convertible Capital Securities if the Trustee for such series is not the Trustee named in
the first paragraph of this Contingent Convertible Capital Securities Indenture


 





All Contingent Convertible Capital Securities
of any one series shall be substantially identical except as to denomination except as may otherwise be provided in or pursuant
to such action or in any such Officer’s Certificate  or indenture supplemental hereto.


 










If the forms of Contingent Convertible Capital
Securities of any series, or any of the terms thereof, are established by action taken pursuant to a Board Resolution of the Company,
a copy of the Board Resolution in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company
Order pursuant to, ‎Section 3.03 for the authentication and
delivery of such Contingent Convertible Capital Securities.


  


Section 3.02.Denominations.
The Contingent Convertible Capital Securities of each series shall be issuable in such denominations as shall be specified as contemplated
by ‎Section 3.01. 


 


Section 3.03.Execution, Authentication,
Delivery and Dating. The Contingent Convertible Capital Securities shall be executed on behalf of the Company by any one of
the representatives of the Company authorized to do so by Board Resolution or by any member of the Board of Directors. The signature
of any of these authorized representatives on the Contingent Convertible Capital Securities may be manual or facsimile. Contingent
Convertible Capital Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officer
of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication
and delivery of such Contingent Convertible Capital Securities.


 


At any time
and from time to time after the execution and delivery of this Contingent Convertible Capital Securities Indenture, the Company
may deliver Contingent Convertible Capital Securities of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Contingent Convertible Capital Securities, and the Trustee
in accordance with the Company Order shall authenticate and deliver such Contingent Convertible Capital Securities. In authenticating
such Contingent Convertible Capital Securities and accepting the additional responsibilities under this Contingent Convertible
Capital Securities Indenture in relation to such Contingent Convertible Capital Securities the Trustee shall be entitled to receive,
and (subject to ‎Section
7.01) shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate stating that the form
and terms thereof have been established in conformity with the provisions of this Contingent Convertible Capital Securities Indenture.


 


The Trustee shall not be required to authenticate
such Contingent Convertible Capital Securities if the issue of such Contingent Convertible Capital Securities pursuant to this
Contingent Convertible Capital Securities Indenture will affect the Trustee’s own rights, duties or immunities under the
Contingent Convertible Capital Securities and this


 




    32 


     

    

Contingent Convertible Capital Securities
Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Each Contingent Convertible Capital Security
shall be dated the date of its authentication.


 


No Contingent
Convertible Capital Security shall be entitled to any benefit under this Contingent Convertible Capital Securities Indenture or
be valid or obligatory for any purpose unless there appears on such Contingent Convertible Capital Security a certificate of authentication
substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate
upon any Contingent Convertible Capital Security shall be conclusive evidence, and the only evidence, that such Contingent Convertible
Capital Security has been duly authenticated and delivered hereunder and that such Contingent Convertible Capital Security is entitled
to the benefits of this Contingent Convertible Capital Securities Indenture. Notwithstanding the foregoing, if any Contingent Convertible
Capital Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Contingent Convertible Capital Security to the Trustee for cancellation as provided in ‎Section
3.13, for all purposes of this Contingent Convertible Capital Securities Indenture, such Contingent Convertible Capital Security
shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefit of this Contingent
Convertible Capital Securities Indenture.


 


Section 3.04.Temporary Contingent
Convertible Capital Securities. Pending the preparation of definitive Contingent Convertible Capital Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Contingent Convertible Capital
Securities substantially of the tenor of the definitive Contingent Convertible Capital Securities in lieu of which they are issued,
which Contingent Convertible Capital Securities may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary
Contingent Convertible Capital Securities may be issued as registered Contingent Convertible Capital Securities in any authorized
denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such
Contingent Convertible Capital Securities may determine, all as evidenced by such execution.


 


If temporary Contingent Convertible Capital
Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Contingent Convertible
Capital Securities, definitive Contingent Convertible Capital Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Contingent Convertible Capital Securities of such series, the temporary Contingent Convertible
Capital Securities of such series shall be exchangeable for definitive Contingent Convertible Capital Securities of such series
containing identical terms and provisions upon surrender of the temporary Contingent Convertible Capital Securities of such series
at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Contingent Convertible Capital Securities of any series the Company shall execute, and
the Trustee shall authenticate and deliver in exchange therefor, a like


 




    33 


     

    

aggregate Liquidation Preference of definitive
Contingent Convertible Capital Securities of the same series of authorized denominations containing identical terms and provisions.
Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Contingent
Convertible Capital Securities of any series shall in all respects be entitled to the same benefits (but shall be subject to all
the limitations of rights) under this Contingent Convertible Capital Securities Indenture as definitive Contingent Convertible
Capital Securities of such series.


 


Section 3.05.Registration, Registration
of Transfer and Exchange.


 


(a)Global
Securities. This ‎Section 3.05(a) shall apply
to Global Securities unless otherwise specified, as contemplated by ‎Section
3.01.


 


Except
as otherwise specified as contemplated by ‎Section
3.01 hereof, the Contingent Convertible Capital Securities shall be initially issued and represented by one or more Global
Securities in registered form, which shall be authenticated as contemplated by this Contingent Convertible Capital
Securities Indenture.


 





Each Global Security authenticated under
this Contingent Convertible Capital Securities Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Contingent Convertible Capital Security for all purposes of this Contingent Convertible
Capital Securities Indenture. Except as otherwise specified as contemplated by ‎Section
3.01 hereof, each Global Security authenticated under this Contingent Convertible Capital Securities Indenture shall be initially
registered in the name of DTC or its nominee only.


 


Unless the Global Security is presented
by an authorized representative of the Holder to the Company or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of a nominee of the Holder and any payment is made to such nominee, any transfer,
pledge or other use of the Global Security for value or otherwise shall be wrongful since the registered owner of such Global Security,
the nominee of the Holder, has an interest in such Global Security.


 







Except as
otherwise specified as contemplated by ‎Section
3.01 hereof, any Global Security shall be exchangeable for definitive Contingent Convertible Capital Securities only as provided
in this paragraph. A Global Security shall be exchangeable pursuant to this Section only (i) if the relevant Depositary notifies
the Company that it is unwilling or unable to continue to act as Depositary and a successor depositary is not appointed by the
Company within 120 days of such notification, (ii) if, in the event of a winding-up of the Company, the Company fails to make a
payment on the Contingent Convertible Capital Securities when due or (iii) at any time if the Company at its option and in its
sole discretion determines that the Global Securities of a particular series should be exchanged for definitive Contingent Convertible
Capital Securities of that series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable
for, unless otherwise specified or contemplated by ‎Section
3.01, definitive Contingent Convertible Capital Securities bearing Distributions (if any) at the same rate or pursuant 


 




    34 


     

    

to the same formula, having the same
date of issuance, the same date or dates from which such Distributions shall accrue, the same Distribution Dates or manner of
determination of such Distribution Dates, redemption provisions, if any, specified currency and other terms and of differing
denominations aggregating a like amount as the Global Security so exchangeable. Definitive Contingent Convertible Capital
Securities shall be registered in the names of the owners of the beneficial interests in such Global Securities as such names
are from time to time provided by the Holder to the Trustee.


 


Any Global
Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by ‎Section
3.01, shall be exchangeable for Contingent Convertible Capital Securities issuable in authorized denominations of a like aggregate
Liquidation Preference and tenor.


 


No Global Security may be transferred except
as a whole by the Holder to a nominee of the Holder or by the Holder or any such nominee to a successor of the Holder or a nominee
of such successor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to
receive physical delivery of Contingent Convertible Capital Securities in definitive form and will not be considered the holders
thereof for any purpose under this Contingent Convertible Capital Securities Indenture.


 


In the event
that a Global Security is surrendered for redemption in part pursuant to ‎Section
12.07, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without
service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the Liquidation
Preference of the Global Security so surrendered.


 


The Agent Members and any beneficial owners
shall have no rights under this Contingent Convertible Capital Securities Indenture with respect to any Global Security held on
their behalf by a Holder, and such Holder may be treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by a Holder or impair, as between any such Holder or other clearance service and its Agent Members and
Holders the operation of customary practices governing the exercise of the rights of a holder of any security, including without
limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a Holder is entitled to give or take under this Contingent Convertible Capital Securities
Indenture.


 


In connection
with any exchange of interests in a Global Security for definitive Contingent Convertible Capital Securities of another authorized
form, as provided in this Section 3.05‎(a),
then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Contingent Convertible Capital Securities in aggregate Liquidation Preference equal
to the Liquidation Preference of such Global Security or the 


 




    35 


     

    

portion to be
exchanged, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security
shall be surrendered by the Holder to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Contingent Convertible Capital Securities without charge (in which case the Company or
Trustee may require payment of any taxes or governmental charges arising) and the Trustee shall authenticate and deliver, in exchange
for each portion of such Global Security, an equal aggregate Liquidation Preference of definitive Contingent Convertible Capital
Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable
pursuant to this ‎Section
3.05 shall be exchangeable for Contingent Convertible Capital Securities issuable in the denominations specified as contemplated
by ‎Section 3.01 and registered
in such names as the Holder of such Global Security shall direct. If a definitive Contingent Convertible Capital Security is issued
in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs
on any record date and before the opening of business at such office or agency on the relevant Distribution Date, Distributions
will not be payable on such Distribution Date in respect of such definitive Contingent Convertible Capital Security, but will be
payable on such Distribution Date only to the Person to whom Distributions in respect of such portion of such Global Security are
payable.


 


A Depositary may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which
a holder is entitled to take under this Contingent Convertible Capital Securities Indenture with respect to the Contingent Convertible
Capital Securities.


 


(b)Except
as otherwise specified pursuant to ‎Section
3.01, Contingent Convertible Capital Securities of any series may only be exchanged for a like aggregate Liquidation Preference
of Contingent Convertible Capital Securities of such series of other authorized denominations containing identical terms and provisions.
Contingent Convertible Capital Securities to be exchanged shall be surrendered
at an office or agency of the Company designated pursuant to ‎Section
11.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the
Contingent Convertible Capital Security or Contingent Convertible Capital Securities of the same series which the Holder making
the exchange shall be entitled to receive.


 


Except as
otherwise specified pursuant to ‎Section
3.01, the Company shall cause to be kept in the Corporate Trust Office of the Trustee a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as
the “Contingent Convertible Capital Security Register” in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Contingent Convertible Capital Securities and of transfers
of such Contingent Convertible Capital Securities. Except as otherwise specified pursuant to ‎Section
3.01, the Trustee is hereby appointed “Contingent Convertible Capital Security Registrar” for the purpose of
registering Contingent Convertible Capital Securities and transfers of Contingent Convertible Capital Securities as herein provided.


 




    36 


     

    

Contingent
Convertible Capital Securities shall be transferable only on the Contingent Convertible Capital Security Register. Upon surrender
for registration of transfer of any Contingent Convertible Capital Security of any series, together with the form of transfer endorsed
on it, duly completed and executed at an office or agency of the Company designated pursuant to ‎Section
11.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver to the address specified in the
form of transfer, within three Business Days, in the name of the designated transferee or transferees, one or more new Contingent
Convertible Capital Securities of the same series of any authorized denominations containing identical terms and provisions, of
a like aggregate Liquidation Preference. If only part of a Contingent Convertible Capital Security is transferred, a new Contingent
Convertible Capital Security of an aggregate Liquidation Preference equal to the amount not being transferred shall be executed
by the Company, and authenticated and delivered by the Trustee to the transferor, in the name of the transferor, within three Business
Days of receiving the Contingent Convertible Capital Security. The new Contingent Convertible Capital Security will be delivered
to the transferor by uninsured post at the risk of the transferor to the address of the transferor appearing in the Contingent
Convertible Capital Security Register. The new Contingent Convertible Capital Security will be delivered to the transferor by uninsured
post at the risk of the transferor to the address of the transferor appearing in the Contingent Convertible Capital Security Register.
A new Contingent Convertible Capital Security of an aggregate Liquidation Preference equal to the amount being transferred
shall be delivered by the Trustee to the transferee, in the name of the transferee, within three Business Days after the Trustee
acting as Paying Agent pursuant to ‎Section
11.02 receives the Contingent Convertible Capital Security. The new Contingent Convertible Capital Security will be delivered to
the transferee by uninsured post at the risk of the transferee to the address of the transferee specified in the form of transfer.


 


All Contingent Convertible Capital Securities
issued upon any registration of transfer or exchange of Contingent Convertible Capital Securities shall be the valid obligations
of the Company, evidencing the same debt, and entitled to the same benefits under this Contingent Convertible Capital Securities
Indenture, as the Contingent Convertible Capital Securities surrendered upon such registration of transfer or exchange.


 


Every Contingent Convertible Capital Security
presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Convertible
Capital Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.


 


No service
charge shall be made for any registration of transfer or exchange of Contingent Convertible Capital Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Contingent Convertible Capital Securities, other than exchanges pursuant to ‎Section
3.04, ‎10.06 or ‎12.07
not involving any transfer.


 




    37 


     

    

The Company
shall not be required (i) to issue, register the transfer of or exchange any Contingent Convertible Capital Security of any series
during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Contingent
Convertible Capital Securities of such series selected for redemption under ‎Section
12.03 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or exchange
any Contingent Convertible Capital Security so selected for redemption in whole or in part, except the unredeemed portion of any
Contingent Convertible Capital Securities being redeemed in part.


 


Section 3.06.Mutilated, Destroyed,
Lost and Stolen Contingent Convertible Capital Securities. If any mutilated Contingent Convertible Capital Security (including
any Global Security) is surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Contingent
Convertible Capital Security, authenticate and deliver, in exchange therefor a new Contingent Convertible Capital Security of the
same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Contingent Convertible Capital Security
(including any Global Security), and (ii) such security or indemnity as may be required by them to save each of them and any agent
of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Contingent Convertible Capital
Security has been acquired by a bona fide purchaser, the Company shall execute and upon the Company’s request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Contingent Convertible Capital Security, if any,
a new Contingent Convertible Capital Security of the same series containing identical terms and provisions and of like amount,
and bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost
or stolen Contingent Convertible Capital Security has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Contingent Convertible Capital Security pay such Contingent Convertible Capital Security.


 


Upon the issuance of any new Contingent
Convertible Capital Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every new Contingent Convertible Capital
Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Contingent Convertible Capital
Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen
Contingent Convertible Capital Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of
this Contingent Convertible Capital Securities Indenture equally and proportionately with any and all other Contingent Convertible
Capital Securities of that series duly issued hereunder.


 




    38 


     

    

The provisions of this Section, as amended
or supplemented pursuant to this Contingent Convertible Capital Securities Indenture, are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Contingent Convertible Capital Securities.


 


Section 3.07.Distributions. Rights
Preserved.


 


Except as otherwise provided in a supplemental
indenture:


 


(a)The
Company will make any payments of Distributions and Liquidation Preference on any particular series of Contingent Convertible Capital
Securities on the dates that are determined pursuant to ‎Section
3.01. 


 


(b)The
Contingent Convertible Capital Securities of any series will accrue non-cumulative cash distributions (“Distributions”)
as may be specified in, or determined in accordance with ‎Section
3.01.


 


(c)The
Company has no obligation to make Distributions with respect to any series of Contingent Convertible Capital Securities.


 


(d)Except
as otherwise provided as contemplated by ‎‎Section
3.01 with respect to any series of Contingent Convertible Capital Securities, Distributions, if any, on any Contingent Convertible
Capital Securities which are payable, and are paid or duly provided for, on any Distribution Payment Date shall be paid to the
Person in whose name that Contingent Convertible Capital Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such Distributions. 


 


(e)In
the case of Contingent Convertible Capital Securities where payment is to be made in Dollars, payment at the Principal Paying Agent’s
office outside The City of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by transfer to
a Dollar account maintained by the payee with, a bank in The City of New York.


 


(f)In
the case of Contingent Convertible Capital Securities where payment is to be made in a Foreign Currency, payment will be made as
established pursuant to ‎‎Section 3.01.


 


(g)Subject
to the foregoing provisions of this ‎‎Section
3.07, each Contingent Convertible Capital Security delivered under this Contingent Convertible Capital Securities Indenture upon
registration of transfer of or in exchange for or in lieu of any other Contingent Convertible Capital Security shall carry the
rights to accrued and unpaid Distributions, if any, and to accrue Distributions, which were carried by such other Contingent Convertible
Capital Security.


 




    39 


     

    

Section 3.08.Distributions Discretionary.



 


(a)The
Company may elect, in its sole and absolute discretion, to cancel the payment of any Distribution in whole or in part at any time
that it deems necessary or desirable, and for any reason.


 


(b)Distributions
on the Contingent Convertible Capital Securities will be non-cumulative. Accordingly, if any Distribution (or part thereof) is
not paid in respect of the Contingent Convertible Capital Securities of any series as a result of any election of the Company to
cancel such Distribution pursuant this ‎Section
3.08 or the limitations on payment set out in this ‎Section
3.08 and ‎Section 3.09 then the right of the
Holders to receive the relevant Distribution (or part thereof) in respect of the relevant Distribution Period will be extinguished
and the Company will have no obligation to pay such Distribution (or part thereof) accrued for such Distribution Period or to pay
any interest thereon, whether or not Distributions on the Contingent Convertible Capital Securities of such series are paid in
respect of any future Distribution Period.


 


(c)No
such election to cancel the payment of any Distribution (or part thereof) pursuant to this ‎Section
3.08 or non-payment of any Distribution (or part thereof) as a result of the limitations on payment set out in ‎Section
3.09 will constitute an event of default, an Enforcement Event or the occurrence of any event related to the insolvency of the
Company or entitle holders to take any action to cause such Distribution to be paid or the liquidation, dissolution or winding-up
of the Company or in any way limit or restrict the Company from making any distribution or equivalent payment in connection with
any instrument ranking junior to the Contingent Convertible Capital Securities of such series (including, without limitation, any
CET1 Capital of the Company or the Group) or in respect of any other Parity Security or other Security.


 


Section 3.09.Restrictions on Payments.


 


(a)To
the extent that (i) the Company has insufficient Available Distributable Items to make Distributions on the Contingent Convertible
Capital Securities of such series scheduled for payment in the then current financial year and any equivalent payments scheduled
to be made in the then current financial year in respect of any other Parity Securities then outstanding, in each case excluding
any portion of such payments already accounted for in determining the Available Distributable Items, and/or (ii) the Regulator,
in accordance with Applicable Banking Regulations, requires the Company to cancel the relevant Distribution in whole or in part,
then the Company will, without prejudice to the right above to cancel at its discretion the payment of any such Distributions on
the Contingent Convertible Capital Securities of such series at any time, make partial or, as the case may be, no payment of the
relevant Distribution on the Contingent Convertible Capital Securities of such series.


 


(b)No
payment will be made on the Contingent Convertible Capital Securities of any series (whether by way of a repayment of the Liquidation
Preference, the payment of any Distribution or otherwise) if and to the extent that such payment would cause the


 




    40 


     

    

Maximum Distributable Amount (if any) then
applicable to the Company and/or the Group to be exceeded.


 


Section 3.10.Agreement to Distribution
Cancellation.


 


(a)By
acquiring contingent convertible capital securities, Holders and beneficial owners of the contingent convertible capital securities
acknowledge and agree that:


 


(i)Distributions are payable
solely at the Company’s discretion, and no amount of Distribution shall become or remain due and payable in respect of the
relevant Distribution Period to the extent that it has been cancelled by the Company at the Company’s sole discretion and/or
deemed cancelled as a result of our having insufficient Available Distributable Items or as a result of the Regulator requiring
the Company to cancel the Distributions or as a result of exceeding the Maximum Distributable Amount (if any) then applicable to
the Company and/or the Group; and


 


(ii) a
cancellation or deemed cancellation of Distributions (in each case, in whole or in part) in accordance with the terms of the Contingent
Convertible Capital Securities Indenture or applicable supplemental indenture and the Contingent Convertible Capital Securities
shall not constitute an Enforcement Event or other default under the terms of the Contingent Convertible Capital Securities or
the Capital Securities Indenture.







 


(b)Distributions
will only be due and payable on a Distribution Payment Date to the extent they are not cancelled or deemed cancelled previously
or thereafter in accordance with ‎Section
3.08, ‎Section 3.09, ‎Section
3.10, ‎Section 6.02 and ‎Section
4.01. Any Distributions cancelled or deemed cancelled (in each case, in whole or in part) in the circumstances described herein
shall not be due and shall not accumulate or be payable at any time thereafter, and holders of the contingent convertible capital
securities shall have no rights thereto or to receive any additional Distributions or compensation as a result of such cancellation
or deemed cancellation.


 


Section 3.11.Notice of Distribution
Cancellation. If practicable, the Company will provide notice of any cancellation or deemed cancellation of Distributions (in
each case, in whole or in part) to the holders of the Contingent Convertible Capital Securities through the relevant Clearing System
(or, if the Contingent Convertible Capital Securities are held in definitive form, to the holders of the Contingent Convertible
Capital Securities directly at their addresses shown on the register for the Contingent Convertible Capital Securities) and to
the Trustee directly on or prior to the relevant Distribution Payment Date. Failure to provide such notice will have no impact
on the effectiveness of, or otherwise invalidate, any such cancellation or deemed cancellation of Distributions (and accordingly,
such Distributions will not be due and payable), or give the holders of the Contingent Convertible Capital Securities any rights
as a result of such failure.


 




    41 


     

    

Section 3.12.
Persons Deemed Owners. Prior to due presentment of a Contingent Convertible Capital Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Contingent Convertible
Capital Security is registered as the owner of such Contingent Convertible Capital Security for the purpose of receiving payment
of Liquidation Preference of and (subject to ‎Section 3.05 and ‎Section 3.07) any Distribution on such Contingent
Convertible Capital Security and for all other purposes whatsoever, whether or not such Contingent Convertible Capital Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. The aggregate Liquidation Preference of the Contingent Convertible Capital Securities of any series shall be reflected
on the books and records of the Contingent Convertible Capital Security Registrar.


 


None of the Company, the Trustee, the Paying
Agent or the Contingent Convertible Capital Security Registrar shall have any responsibility or obligation to any beneficial owner
in a Global Security, any Agent Member or any other Person with respect to the accuracy of the records of the Depositary or its
nominee or of any Agent Member, with respect to any ownership interest in the Contingent Convertible Capital Securities or with
respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to such Contingent Convertible Capital Securities.
All notices and communications to be given to the Holders and all payments to be made to Holders under the Contingent Convertible
Capital Securities and this Contingent Convertible Capital Securities Indenture shall be given or made only to or upon the order
of the Holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners
in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Company, the Trustee,
the Paying Agent and the Contingent Convertible Capital Security Registrar shall be entitled to rely and shall be fully protected
in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners. The Company,
the Trustee, the Paying Agent and the Contingent Convertible Capital Security Registrar shall be entitled to deal with the Depositary,
and any nominee thereof, that is the Holder of any Global Security for all purposes of this Contingent Convertible Capital Securities
Indenture relating to such Global Security (including the payment of Liquidation Preference and Distributions and Additional Amounts,
if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global
Security) as the sole Holder and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee,
the Paying Agent or the Contingent Convertible Capital Security Registrar shall have any responsibility or liability for any acts
or omissions of the Depositary with respect to such Global Security, for the records of any such Depositary, including records
in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary
and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest
in such Global Security, or for any transfers of beneficial interests in any such Global Security.


 


Notwithstanding the foregoing, with respect
to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder,
with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder
of such Global Security.


  




    42 


     

    




Each Holder and beneficial owner that acquires its Contingent
Convertible Capital Security in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the
same provisions specified in this Contingent Convertible Capital Securities Indenture and the Contingent Convertible Capital Securities
to the same extent as the Holders and beneficial owners of the Contingent Convertible Capital Securities that acquire the Contingent
Convertible Capital Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement
and agreement to be bound by and consent to the terms of the Contingent Convertible Capital Securities, including, without limitation,
in relation to Distribution cancellation, the Trigger Conversion, the Spanish Bail-in Power and the limitations on remedies specified
in the Contingent Convertible Capital Security and Section 6.03.


 


Section 3.13.  Cancellation. All Contingent Convertible Capital Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Contingent
Convertible Capital Securities previously authenticated and delivered hereunder, and all Contingent Convertible Capital Securities
so delivered shall be promptly cancelled by the Trustee. No Contingent Convertible Capital Securities shall be authenticated in
lieu of or in exchange for any Contingent Convertible Capital Securities cancelled as provided in this Section, except as expressly
permitted by the provisions of the Contingent Convertible Capital Securities of any series or pursuant to the provisions of this
Contingent Convertible Capital Securities Indenture. The Trustee shall deliver to the Company all cancelled Contingent Convertible
Capital Securities held by the Trustee.


 


Section 3.14.  Computation of Distributions. Except as otherwise specified pursuant to ‎Section
3.01 for Contingent Convertible Capital Securities of any series, Distributions on the Contingent Convertible Capital Securities
of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.15.  Cusip Numbers. The Company in issuing Contingent Convertible Capital Securities may
use “CUSIP”, “ISIN” and/or “Common Code” and/or other similar numbers (if then generally in
use) or any successor to such numbers and thereafter with respect to such series, and, if so, the Trustee shall use “CUSIP”,
“ISIN” and/or “Common Code” and/or other similar numbers or successor numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Contingent Convertible Capital Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the Contingent Convertible Capital Securities, and any
such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee
of any change in the “CUSIP”, “ISIN” and/or “Common Code” and/or other similar numbers or successor
numbers.


 







 




    43 


     

    

Section 3.16.Additional Contingent
Convertible Capital Securities. (a) The Company may without the consent or sanction of the Holders of the Contingent Convertible
Capital Securities of any series: (i) take any action required to issue additional Parity Securities or authorize, create and issue
one or more other series of Parity Securities ranking equally with the Contingent Convertible Capital Securities of such series,
as to the participation in the profits and/or assets of the Company, without limit as to the amount; or (ii) take any action required
to authorize, create and issue one or more other classes or series of shares of the Company or securities mandatorily convertible
into Common Shares of the Company ranking junior to the Contingent Convertible Capital Securities, as to the participation in the
profits and/or assets of the Company.


 


(b)By
acquiring a Contingent Convertible Capital Securities, Holders of Contingent Convertible Capital Securities agree to renounce any
rights of seniority or preference that may be conferred upon it (if any) under applicable Spanish law over any Holder of such other
Parity Securities issued by the Company from time to time.


 


(c)The
Contingent Convertible Capital Securities do not grant the Holders of the Contingent Convertible Capital Securities of such series
pre-emption rights in respect of any possible future issues of Parity Securities or any other securities by the Company or any
Subsidiary.


 


(d)
The Company may, without the consent of the Holders of the Contingent Convertible Capital
Securities of any series, issue additional Contingent Convertible Capital Securities (“Additional Contingent Convertible
Capital Securities”) of one or more of the series of Contingent Convertible Capital Securities issued under this Contingent
Convertible Captial Securities Indenture having the same ranking and same Distribution Rate, redemption terms and other terms
as the Contingent Convertible Capital Securities of such series except for the price to the public, original Distribution accrual
date, issue date and first Distribution Payment Date, provided however that such Additional Contingent Convertible Capital Securities
will not have the same CUSIP, ISIN or other identifying number as the outstanding Contingent Convertible Capital Securities of
the relevant series unless the Additional Contingent Convertible Capital Securities are fungible with the outstanding Contingent
Convertible Capital Securities of the relevant series for U.S. federal income tax purposes. Any such Additional Contingent Convertible
Capital Securities, together with the Contingent Convertible Capital Securities of the relevant series, will constitute a single
series of Contingent Convertible Capital Securities under this Contingent Convertible Capital Securities Indenture. 


 







Section 3.17.Correction of Minor
Defects in or Amendment of Contingent Convertible Capital Securities. If, after issuance of any Contingent Convertible Capital
Security (including any Global Security), the Company or the Trustee shall become aware of any ambiguity, defect or inconsistency
in any term of a Contingent Convertible Capital Security or Global Security, as the case may be, or, with respect to any Contingent
Convertible Capital Security (including any Global Security) issued on or


 




    44 


     

    

after the date
hereof, the Company and the Trustee agree to amend such Contingent Convertible Capital Security as contemplated by ‎Section
10.01, the parties hereto shall provide for the execution, authentication, delivery and dating of one or more replacement Contingent
Convertible Capital Securities or Global Securities, as the case may be, pursuant to ‎Section
3.03 hereto.


 


Section 3.18.Payments
Subject to Fiscal Laws. All payments in respect of the Contingent Convertible Capital Securities will be subject in all cases
to any fiscal or other laws and regulations applicable thereto in the place of payment (including FATCA, any regulations or agreements
thereunder, any official interpretation thereof, any intergovernmental agreements with respect thereto, or any law implementing
an intergovernmental agreement or any regulations or official interpretations relating thereto), but without prejudice to the provisions
of ‎Section 11.04.


 


Section 3.19.Undertakings. So
long as any Contingent Convertible Capital Security remains outstanding, the Company shall, unless approved by a majority in aggregate
Liquidation Preference of such series:


 


(a)
not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on Trigger
Conversion, Common Shares could not, under any applicable law then in effect, be legally issued as fully paid;


 


(b)if
any offer is made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all)
such Shareholders other than the offeror and/or any associates of the offeror) to acquire all or a majority of the issued Common
Shares, or if a scheme is proposed with regard to such acquisition (other than a Newco Scheme), give notice of such offer or scheme
to the Holders at the same time as any notice thereof is sent to the Shareholders (or as soon as practicable thereafter) that details
concerning such offer or scheme may be obtained from the specified offices of the Paying and Conversion Agents and, where such
an offer or scheme has been recommended by the Board of Directors, or where such an offer has become or been declared unconditional
in all respects or such scheme has become effective, use all commercially reasonable endeavours to procure that a like offer or
scheme is extended to the holders of any Common Shares issued during the period of the offer or scheme arising out of the Trigger
Conversion;


 


(c)in
the event of a Newco Scheme, take (or shall procure that there is taken) all necessary action to ensure that such amendments are
made to the Contingent Convertible Capital Securities Indenture immediately after completion of the Scheme of Arrangement as are
necessary to ensure that the Contingent Convertible Capital Securities may be converted into or exchanged for ordinary shares in
Newco (or depositary or other receipts or certificates representing ordinary shares of Newco) mutatis mutandis in accordance
with and subject to the Contingent Convertible Capital Securities Indenture and the ordinary shares of Newco are:


 


(i)admitted to the Relevant
Stock Exchange; or


 




    45 


     

    

(ii)listed and/or admitted
to trading on another Recognised Stock Exchange, and the Holders of the Contingent Convertible Capital Securities of the relevant
series irrevocably authorise the Company to make such amendments to the Contingent Convertible Capital Securities Indenture without
the need for any further authorization from the holders of the Contingent Convertible Capital Securities of such series;


 


(d)issue,
allot and deliver Common Shares upon Trigger Conversion subject to and as provided in ‎Section
4.01 above;


 


(e)use
all reasonable endeavours to ensure that its issued and outstanding Common Shares and any Common Shares issued upon Trigger Conversion
will be admitted to listing and trading on the Relevant Stock Exchange or will be listed and/or admitted to trading on another
Recognised Stock Exchange;


 


(f)at
all times keep in force the relevant resolutions needed for issue, free from pre-emptive rights, sufficient authorized but unissued
Common Shares to enable Trigger Conversion of the Contingent Convertible Capital Securities, and all rights of subscription and
exchange for Common Shares, to be satisfied in full; and


 


(g)where
the provisions of ‎Section 4.01 require or
provide for a determination by an Independent Financial Adviser or a role to be performed by a Settlement Shares Depository or
a Paying and Conversion Agent, the Company shall use all reasonable endeavours promptly to appoint such persons for such purposes.


 


Article
4

Conversion of the Contingent Convertible Capital Securities


 


Section 4.01.Conversion upon Trigger
Event.


 


(a)If
the Trigger Event occurs at any time on or after the issue date of any series of Contingent Convertible Capital Securities, then
the Company will:


 


(i)not
declare or pay any Distribution on the Contingent Convertible Capital Securities of such series, including any accrued and unpaid
Distributions, which shall be cancelled by the Company in accordance with ‎Section
3.08 and Section 3.09; and


 


(ii)irrevocably and mandatorily
(and without any requirement for the consent or approval of the Holders of Contingent Convertible Capital Securities of such series)
convert all the Contingent Convertible Capital Securities of such series into Common Shares (the “Trigger Conversion”)
to be delivered on the relevant Conversion Settlement Date. If the Trigger Event occurs, the Contingent Convertible Capital Securities
of any series will be converted in whole and not in part.


 


(b)For
the purposes of determining whether the Trigger Event has occurred, the Company will (i) calculate the CET1 ratio based on information
(whether or not


 




    46 


     

    

published) available to management of the
Company, including information internally reported within the Company pursuant to its procedures for ensuring effective ongoing
monitoring of the capital ratios of the Company and the Group and (ii) calculate and publish the CET1 ratio on at least a quarterly
basis. The Company’s calculation shall be binding on the Trustee and the Holders of the relevant series of Contingent Convertible
Capital Securities.


 


(c)
Subject as provided in this ‎Section 4.01‎(c) with respect to fractions,
the number of Conversion Shares shall be determined by dividing the Liquidation Preference of such Contingent Convertible Capital
Security by the relevant Conversion Price in effect on the relevant Trigger Event Notice Date. Fractions of Common Shares will
not be issued on Trigger Conversion and no cash payment or other adjustment will be made in lieu thereof. Without prejudice to
the generality of the foregoing, if one or more Delivery Notices and the related Contingent Convertible Capital Securities are
received by or on behalf of the Paying and Conversion Agent such that the Conversion Shares or related ADSs to be delivered by
or on behalf of the Settlement Shares Depository are to be registered in the same name or delivered to the same Clearing Agency
participant account, the number of such Conversion Shares to be delivered in respect thereof shall be calculated on the basis
of the aggregate Liquidation Preference of such contingent convertible capital securities being so converted and rounded down
to the nearest whole number of Common Shares or related ADSs, as applicable.


 


(d)
 Upon
any Trigger Event of any series of Contingent Convertible Capital Securities, Holders shall have no claim against the Company
in respect of (i) any Liquidation Preference of such series of Contingent Convertible Capital Securities or (ii) any accrued
and unpaid Distributions cancelled or otherwise unpaid in respect of Contingent Convertible Capital Securities of such series
and the Contingent Convertible Capital Securities of such series shall cease to represent any right other than the right to
receive Common Shares, if elected, or ADSs from or on behalf of the Settlement Shares Depository.


 


(e)  On the Conversion Settlement Date, the Company shall deliver to the Settlement Shares
Depository such number of Common Shares as is required to satisfy in full the Company’s obligation to deliver Common Shares
in respect of the Trigger Conversion of the aggregate Liquidation Preference of Contingent Convertible Capital Securities of such
series outstanding on the Trigger Event Notice Date.





 


(f)The
obligation of the Company to issue and deliver Conversion Shares to a Holder of Contingent Convertible Capital Securities of any
series on the relevant Conversion Settlement Date shall be satisfied by the delivery of such Conversion Shares to the Settlement
Shares Depository on behalf of the relevant Holder. Receipt of the relevant Conversion Shares by the Settlement Shares Depository
shall discharge the Company’s obligations in respect of such Contingent Convertible Capital Securities.


 


(g)Holders
of any series of Contingent Convertible Capital Securities shall have recourse to the Company only for the issue and delivery of
the relevant Conversion


 




    47 


     

    

Shares to the
Settlement Shares Depository. After such delivery, Holders of any series of Contingent Convertible Capital Securities shall have
recourse to the Settlement Shares Depository only for the delivery to them of such Conversion Shares or related ADSs, in the circumstances
described in ‎Section 4.06.


 


Section 4.02.Conversion Price.


 


“Conversion Price” means, on
the Trigger Event Notice Date, if the Common Shares are:


 


(a)then
admitted to trading on a Relevant Stock Exchange, the higher of:


 


(i)the Current Market Price
of a Common Share;


 


(ii)the Floor Price; and


 


(iii)the nominal value of
a Common Share, in each case on the Trigger Event Notice Date; or


 


(b)not
then admitted to trading on a Relevant Stock Exchange, the higher of (ii) and (iii) above.


 





Section
4.03.Anti-Dilution Adjustment of the Floor Price. For the purposes of this ‎Section 4.03 only (a) references to the
“issue” of Common Shares or Common Shares being issued shall, if not otherwise expressly specified in this
Contingent Convertible Capital Securities Indenture, include the transfer and/or delivery of Common Shares, whether newly
issued and allotted or previously existing or held by or on behalf of the Company or any member of the Group, and (b) Common
Shares held by or on behalf of the Company or any member of the Group (and which, in the case of Section 4.03‎(a)(iv) and
Section 4.03‎(a)(vi), do not rank for the relevant right or other entitlement) shall not be considered as or treated as
in issue or issued or entitled to receive any Dividend, right or other entitlement.


 


References to any issue or offer or grant
to Shareholders or Existing Shareholders “as a class” or “by way of rights” shall be taken to be references
to an issue or offer or grant to all or substantially all Shareholders or Existing Shareholders, as the case may be, other than
Shareholders or Existing Shareholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any
recognised regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements,
it is determined not to make such issue or offer or grant.


 


(a)Upon
the happening of any of the events described below and unless otherwise provided in the relevant prospectus supplement, the Floor
Price of any series of Contingent Convertible Capital Securities shall be adjusted as follows:


 






    48 


     

    

 





(i)If and whenever there
shall be a consolidation, reclassification/redesignation or subdivision affecting the number of Common Shares, the Floor Price
shall be adjusted by multiplying the Floor Price in force immediately prior to such consolidation, reclassification/redesignation
or subdivision by the following fraction:


 


A


B


 


where:


 


		A	is the aggregate number of Common Shares in issue immediately before such consolidation, reclassification/redesignation or
subdivision, as the case may be; and



 


		B	is the aggregate number of Common Shares in issue immediately after, and as a result of, such consolidation, reclassification/redesignation
or subdivision, as the case may be.



 


Such adjustment shall become effective on
the date the consolidation, reclassification/redesignation or subdivision, as the case may be, takes effect.


 


(ii)If and whenever the Company
shall issue any Common Shares credited as fully paid to Shareholders by way of capitalization of profits or reserves (including
any share premium account or capital redemption reserve) other than (i) where any such Common Shares are or are to be issued instead
of the whole or part of a Cash Dividend which Shareholders would or could otherwise have elected to receive, (ii) where Shareholders
may elect to receive a Cash Dividend in lieu of such Common Shares or (iii) where any such Common Shares are or are expressed to
be issued in lieu of a Dividend (whether or not a Cash Dividend equivalent or amount is announced or would otherwise be payable
to Shareholders, whether at their election or otherwise), the Floor Price shall be adjusted by multiplying the Floor Price in force
immediately prior to such issue by the following fraction:


 


A


B


 


where:


 


		A	is the aggregate number of Common Shares in issue immediately before such issue; and



 


		B	is the aggregate number of Common Shares in issue immediately after such issue.



 


Such adjustment shall become effective on
the first day on which Common Shares are traded ex-rights on the relevant Stock Exchange.


 




    49 


     

    

(iii)(A) If and whenever
the Company shall pay any Extraordinary Dividend to its shareholders, the Floor Price shall be adjusted by multiplying the Floor
Price in force immediately prior to the Effective Date by the following fraction:


 


A – B 


A – C


 


where:


 


		A	is the Current Market Price of one Common Share on the Effective Date;



 


		B	is the portion of the Fair Market Value of the aggregate Extraordinary Dividend attributable to one Common Share, with such
portion being determined by dividing the Fair Market Value of the aggregate Extraordinary Dividend by the number of Common Shares
entitled to receive the relevant Dividend; and



 


		C	is the amount (if any) by which the Reference Amount determined in respect of the Relevant Dividend exceeds an amount equal
to the aggregate of the Fair Market Values of any previous Cash Dividends per Common Share paid or made in such Relevant Year (where
C shall equal zero if such previous Cash Dividends per Common Share are equal to, or exceed, the Reference Amount in respect of
the Relevant Year). For the avoidance of doubt, “C” shall equal the Reference Amount determined in respect of the Relevant
Dividend where no previous Cash Dividends per Common Share have been paid or made in such Relevant Year.



 


Such adjustment shall become effective on
the Effective Date or, if later, the first date upon which the Fair Market Value of the relevant Extraordinary Dividend can be
determined.


 


“Effective
Date” means, in respect of this Section 4.03‎‎(a)(iii)‎(A),
the first date on which the Common Shares are traded ex-the relevant Cash Dividend on the Relevant Stock Exchange.


 


“Extraordinary Dividend” means
(i) any Cash Dividend which is expressly declared by the Company to be a capital distribution, extraordinary dividend, extraordinary
distribution, special dividend, special distribution or return of value to its shareholders or any analogous or similar term (including
any distribution made as a result of any capital reduction), in which case the Extraordinary Dividend shall be such Cash Dividend;
or (ii) any Cash Dividend (the “Relevant Dividend”) paid or made in a financial year of the Company (the “Relevant
Year”) if (A) the Fair Market Value of the Relevant Dividend per Common Share or (B) the sum of (I) the Fair Market Value
of the Relevant Dividend per Common Share and (II) an amount equal to the aggregate of the Fair Market Value or Fair Market Values
of any other Cash Dividend or Cash Dividends per Common Share paid or made in the Relevant Year (other than any Cash Dividend or


 




    50 


     

    

part thereof previously determined to be an
Extraordinary Dividend paid or made in such Relevant Year), exceeds the Reference Amount, and in that case the Extraordinary Dividend
shall be the amount by which the Reference Amount is so exceeded.


 


“Reference Amount” means an
amount per Ordinary Share that is consistent with the dividend policy of the Company as applied or to be applied for a period or
projected period of at least three years.


 


(B)If and whenever the Company
shall pay or make any Non-Cash Dividend to Shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force
immediately prior to the Effective Date by the following fraction:


 


A – B


   A


 


where:


 


		A	is the Current Market Price of one Common Share on the Effective Date; and



 


		B	is the portion of the Fair Market Value of the aggregate Non-Cash Dividend attributable to one Common Share, with such portion
being determined by dividing the Fair Market Value of the aggregate Non-Cash Dividend by the number of Common Shares entitled to
receive the relevant Non-Cash Dividend (or, in the case of a purchase, redemption or buy back of Common Shares or any depositary
or other receipts or certificates representing Common Shares by or on behalf of the Company or any member of the Group, by the
number of Common Shares in issue immediately following such purchase, redemption or buy back, and treating as not being in issue
any Common Shares, or any Common Shares represented by depositary or other receipts or certificates, purchased, redeemed or bought
back).



 


Such adjustment shall become effective on
the Effective Date or, if later, the first date upon which the Fair Market Value of the relevant Non-Cash Dividend is capable of
being determined as provided herein.


 


“Effective
Date” means, in respect of this ‎Section
4.03‎(a)‎(iii)‎(B),
the first date on which the Common Shares are traded ex-the relevant Dividend on the Relevant Stock Exchange or, in the case of
a purchase, redemption or buy back of Common Shares or any depositary or other receipts or certificates representing Common Shares
by or on behalf of the Company or any member of the Group, the date on which such purchase, redemption or buy back is made (or,
in any such case if later, the first date upon which the Fair Market Value of the relevant Dividend is capable of being determined
as provided herein) or in the case of a Spin-Off, the first date on which the Common Shares are traded ex-the relevant Spin-Off
on the Relevant Stock Exchange.






    51 


     

    

 


(C)For
the purposes of the above, Fair Market Value shall (subject as provided in paragraph ‎(a)
of the definition of “Dividend” and in the definition of “Fair Market Value”) be determined as at the Effective
Date.


 


(D)In making any calculations
for the purposes of this Section 4.03(a)(iii), such adjustments (if any) shall be made as an Independent Financial Adviser may determine
in good faith to be appropriate to reflect (A) any consolidation or sub-division of any Common Shares or (B) the issue of Common
Shares by way of capitalisation of profits or reserves (or any like or similar event) or (C) any increase in the number of Common
Shares in issue in the Relevant Year in question.


 


(iv)If and whenever the Company
shall issue Common Shares to its shareholders as a class by way of rights, or the Company or any member of the Group or (at the
direction or request or pursuant to any arrangements with the Company or any member of the Group) any other company, person or
entity shall issue or grant to its shareholders as a class by way of rights, any options, warrants or other rights to subscribe
for or purchase or otherwise acquire any Common Shares, or any Securities which by their terms of issue carry (directly or indirectly)
rights of conversion into, or exchange or subscription for, or the right to acquire, any Common Shares (or shall grant any such
rights in respect of existing Securities so issued), in each case at a price per Common Share which is less than 95 per cent. of
the Current Market Price per Common Share on the Effective Date, the Floor Price shall be adjusted by multiplying the Floor Price
in force immediately prior to the Effective Date by the following fraction:


 


A + B 


A + C


 


where:


 


		A	is the number of Common Shares in issue on the Effective Date;



 


		B	is the number of Common Shares which the aggregate consideration (if any) receivable for the Common Shares issued by way of
rights, or for the Securities issued by way of rights, or for the options or warrants or other rights issued or granted by way
of rights and for the total number of Common Shares deliverable on the exercise thereof, would purchase at such Current Market
Price per Common Share; and



 


		C	is the number of Common Shares to be issued or, as the case may be, the maximum number of Common Shares which may be issued
upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon
conversion or exchange or exercise of rights of subscription or purchase or other rights of acquisition in respect



 




    52 


     

    

thereof at the initial conversion,
exchange, subscription, purchase or acquisition price or rate,


 


provided that
if at the first date on which the Common Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange
(as used in this ‎Section
4.03‎(a)‎(iv),
the “Specified Date”) such number of Common Shares is to be determined by reference to the application of a formula
or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this ‎Section
4.03‎(a)‎(iv),
“C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or
had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place
on the Specified Date.


 


Such adjustment shall become effective on
the Effective Date.


 


“Effective
Date” means, in respect of this ‎Section
4.03‎(a)‎(iv),
the first date on which the Common Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange.


 


(v)If and whenever the Company
or any member of the Group or (at the direction or request or pursuant to any arrangements with the Company or any member of the
Group) any other company, person or entity shall issue any Securities (other than Common Shares or options, warrants or other rights
to subscribe for or purchase or otherwise acquire any Common Shares or Securities which by their terms carry (directly or indirectly)
rights of conversion into, or exchange or subscription for, or rights to otherwise acquire, Common Shares) to its shareholders
as a class by way of rights or grant to its shareholders as a class by way of rights any options, warrants or other rights to subscribe
for or purchase or otherwise acquire any Securities (other than Common Shares or options, warrants or other rights to subscribe
for or purchase or otherwise acquire Common Shares or Securities which by their term carry (directly or indirectly) rights of conversion
into, or exchange or subscription for, rights to otherwise acquire, Common Shares), the Floor Price shall be adjusted by multiplying
the Floor Price in force immediately prior to the Effective Date by the following fraction:


 


A – B 


   A


 


where:


 


		A	is the Current Market Price of one Common Share on the Effective Date; and



 


		B	is the Fair Market Value on the Effective Date of the portion of the rights attributable to one Common Share.



 




    53 


     

    

Such adjustment shall become effective on
the Effective Date.


 


“Effective
Date” means, in respect of this ‎Section
4.03‎(a)‎(v),
the first date on which the Common Shares are traded ex-the relevant Securities or ex-rights, ex-option or ex-warrants on the Relevant
Stock Exchange.


 


(vi)If
and whenever the Company shall issue (otherwise than as mentioned in ‎Section
4.03‎(a)‎(iv)
above) wholly for cash or for no consideration any Common Shares (other than Common Shares issued on conversion of the any
series of Contingent Convertible Capital Securities or on the exercise of any rights of conversion into, or exchange or
subscription for or purchase of, or right to otherwise acquire Common Shares) or if and whenever the Company or any member of
the Group or (at the direction or request or pursuance to any arrangements with the Company or any member of the Group) any
other company, person or entity shall issue or grant (otherwise than as mentioned in Section 4.03(a)(iv) above) wholly for cash or
for no consideration any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Common
Shares (other than the Contingent Convertible Capital Securities of any series, which for this purpose include any Further
Contingent Convertible Capital Securities), in each case at a price per Common Share which is less than 95 percent of the
Current Market Price per Common Share on the date of the first public announcement of the terms of such issue or grant, the
Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the
following fraction:


 


A + B 


A + C


 


where:


 


		A	is the number of Common Shares in issue immediately before the issue of such Common Shares or the grant of such options, warrants
or rights;



 


		B	is the number of Common Shares which the aggregate consideration (if any) receivable for the issue of such Common Shares or,
as the case may be, for the Common Shares to be issued or otherwise made available upon the exercise of any such options, warrants
or rights, would purchase at such Current Market Price per Common Share on the Effective Date; and



 


		C	is the number of Common Shares to be issued pursuant to such issue of such Common Shares or, as the case may be, the maximum
number of Common Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue
of such options, warrants or rights,



 




    54 


     

    

provided that
if at the time of issue of such Common Shares or date of issue or grant of such options, warrants or rights (as used in this ‎Section
4.03‎(a)‎(vi),
the “Specified Date”), such number of Common Shares is to be determined by reference to the application of a formula
or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this ‎Section
4.03‎(a)‎(vi),
“C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or
had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place
on the Specified Date.


 


Such adjustment shall become effective on
the Effective Date.


 


“Effective
Date” means, in respect of this ‎Section
4.03‎(a)‎(vi),
the date of issue of such Common Shares or, as the case may be, the grant of such options, warrants or rights.


 


(vii)If
and whenever the Company or any member of the Group or (at the direction or request of or pursuant to any arrangements with the
Company or any member of the Group) any other company, person or entity (otherwise than as mentioned in ‎Section
4.03‎(a)‎(iv),
‎Section 4.03‎(a)‎(v)
or ‎‎Section 4.03‎(a)‎(vi))
shall issue wholly for cash or for no consideration any Securities (other than Contingent Convertible Capital Securities of any
series) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for,
purchase of, or rights to otherwise acquire, Common Shares (or shall grant any such rights in respect of existing Securities so
issued) or Securities which by their terms might be reclassified/redesignated as Common Shares, and the consideration per Common
Share receivable upon conversion, exchange, subscription, purchase, acquisition or redesignation is less than 95 per cent of the
Current Market Price per Common Share on the date of the first public announcement of the terms of issue of such Securities (or
the terms of such grant), the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective
Date by the following fraction:


 


A + B 


A + C


 


where:


 


		A	is the number of Common Shares in issue immediately before such issue or grant (but where the relevant Securities carry rights
of conversion into or rights of exchange or subscription for, purchase of, or rights to otherwise acquire Common Shares which have
been issued, purchased or acquired by the Company or any member of the Group (or at the direction or request or pursuant to any
arrangements with the Company or any member of the Group) for the purposes of or in connection with such issue, less the number
of such Common Shares so issued, purchased or acquired);



 




    55 


     

    

		B	is the number of Common Shares which the aggregate consideration (if any) receivable for the Common Shares to be issued or
otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached
to such Securities or, as the case may be, for the Common Shares to be issued or to arise from any such reclassification/redesignation
would purchase at such Current Market Price per Common Share; and



 


		C	is the maximum number of Common Shares to be issued or otherwise made available upon conversion or exchange of such Securities
or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange, subscription, purchase
or acquisition price or rate or, as the case may be, the maximum number of Common Shares which may be issued or arise from any
such reclassification/redesignation;



 


provided that
if at the time of issue of the relevant Securities or date of grant of such rights (as used in this ‎Section
4.03‎(a)‎(vii),
the “Specified Date”) such number of Common Shares is to be determined by reference to the application of a formula
or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted
or exchanged or rights of subscription, purchase or acquisition are exercised or, as the case may be, such Securities are reclassified/redesignated
or at such other time as may be provided), then for the purposes of this ‎Section
4.03‎(a)‎(vii),
“C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or
had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case
may be, reclassification/redesignation had taken place on the Specified Date.


 


Such adjustment shall become effective on
the Effective Date.


 


“Effective
Date” means, in respect of this ‎Section
4.03‎(a)‎(vii),
the date of issue of such Securities or, as the case may be, the grant of such rights.


 


(viii)If
and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching
to any Securities (other than the Contingent Convertible Capital Securities of any series) pursuant to ‎Section
4.03‎(a)‎(vii)
above (other than in accordance with the terms (including terms as to adjustment) applicable to such Securities upon issue) so
that following such modification the consideration per Common Share receivable has been reduced and is less than 95 per cent of
the Current Market Price per Common Share on the date of the first public announcement of the proposals for such modification,
the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following
fraction:


 


A + B 


A + C


 




    56 


     

    

where:


 


		A	is the number of Common Shares in issue immediately before such modification (but where the relevant Securities carry rights
of conversion into or rights of exchange or subscription for, or purchase or acquisition of, Common Shares which have been issued,
purchased or acquired by the Company or any member of the Group (or at the direction or request or pursuant to any arrangements
with the Company or any member of the Group) for the purposes of or in connection with such Securities, less the number of such
Common Shares so issued, purchased or acquired);



 


		B	is the number of Common Shares which the aggregate consideration (if any) receivable for the Common Shares to be issued or
otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached
to the Securities so modified would purchase at such Current Market Price per Common Share or, if lower, the existing conversion,
exchange, subscription, purchase or acquisition price or rate of such Securities; and



 


		C	is the maximum number of Common Shares which may be issued or otherwise made available upon conversion
or exchange of such Securities or upon the exercise of such rights of subscription, purchase or acquisition attached thereto at
the modified conversion, exchange, subscription, purchase or acquisition price or rate but giving credit in such manner as an Independent
Financial Adviser in good faith shall consider appropriate for any previous adjustment under this ‎Section
4.03‎(a)‎(viii)
or Section 4.03‎(a)‎(vii);



 


provided that if at the time of such modification
(as used in this Section 4.03(a)(viii), the “Specified Date”) such number of Common Shares is to be determined by reference
to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be
when such Securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or at such other
time as may be provided) then for the purposes of this Section 4.03(a)(viii), “C” shall be determined by the application
of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such
conversion, exchange, subscription, purchase or acquisition had taken place on the Specified Date.


 


Such adjustment shall become effective on
the Effective Date.


 


“Effective Date” means, in respect
of this Section 4.03(a)(viii), the date of modification of the rights of conversion, exchange, subscription, purchase or acquisition
attaching to such Securities.


 


(ix)If and whenever the Company
or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Company or any member of
the Group) any other company, person or entity shall offer any


 




    57 


     

    

Securities in connection with which
its shareholders as a class are entitled to participate in arrangements whereby such Securities may be acquired by them (except
where the Floor Price falls to be adjusted under Section 4.03(a)(ii), Section 4.03(a)(iii), Section 4.03(a)(iv), Section 4.03(a)(v),
Section 4.03(a)(v) or Section 4.03(a)(x) (or would fall to be so adjusted if the relevant issue or grant was at less than 95 per
cent of the Current Market Price per Common Share on the relevant dealing day under Section 4.03(a)(v) above)) the Floor Price shall
be adjusted by multiplying the Floor Price in force immediately before the Effective Date by the following fraction:


 


A – B 


   A


 


where:


 


Ais the Current Market Price of one
Common Share on the Effective Date; and


 


Bis the Fair Market Value on the Effective
Date of the portion of the relevant offer attributable to one Common Share.


 


Such adjustment shall become effective on
the Effective Date.


 


“Effective Date” means, in respect
of this Section 4.03(a)(ix), the first date on which the Common Shares are traded ex-rights on the Relevant Stock Exchange.


 


(x)If the Company determines
that a reduction to the Floor Price should be made for whatever reason, the Floor Price will be reduced (either generally or for
a specified period as notified to holders of the contingent convertible capital securities of such relevant series) in such manner
and with effect from such date as Banco Santander shall determine and notify to the holders of the relevant series of contingent
convertible capital securities.


 


(b)Notwithstanding
Section 4.03(a):


 


(i)where the events or circumstances
giving rise to any adjustment of the Floor Price have already resulted or will result in an adjustment to the Floor Price or where
the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances which have already
given or will give rise to an adjustment to the Floor Price or where more than one event which gives rise to an adjustment to the
Floor Price occurs within such a short period of time that, in the opinion of the Company, a modification to the operation of the
adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment
provisions as may be determined in good faith by an Independent
Financial Adviser to be in its opinion appropriate to give the intended result; and


 




    58 


     

    




 


(ii)such modification shall
be made as may be determined in good faith by an Independent Financial Adviser to be in its opinion appropriate (A) to ensure that
an adjustment to the Floor Price or the economic effect thereof shall not be taken into account more than once and (B) to ensure
that the economic effect of a Dividend is not taken into account more than once.


 


(c)For
the purpose of any calculation of the consideration receivable or price pursuant to Section 4.03(a)(iv), Section 4.03(a)(vi), Section
4.03(a)(vii) and Section 4.03(a)(viii) above, the following provisions shall apply:


 


(i)the aggregate consideration
receivable or price for Common Shares issued for cash shall be the amount of such cash;


 


(ii)(A) the aggregate consideration
receivable or price for Common Shares to be issued or otherwise made available upon the conversion or exchange of any Securities
shall be deemed to be the consideration or price received or receivable for any such Securities and (B) the aggregate consideration
receivable or price for Common Shares to be issued or otherwise made available upon the exercise of rights of subscription attached
to any Securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole)
of the consideration or price received or receivable for such Securities or, as the case may be, for such options, warrants or
rights which are attributed by the Company to such rights of subscription or, as the case may be, such options, warrants or rights
or, if no part of such consideration or price is so attributed, the Fair Market Value of such rights of subscription or, as the
case may be, such options, warrants or rights as at the relevant Effective Date as referred to in Section 4.03(a)(iv), Section
4.03(a)(vi), Section 4.03(a)(vii) or Section 4.03(a)(viii) above, as the case may be, plus in the case of each of (A) and (B) above,
the additional minimum consideration receivable or price (if any) upon the conversion or exchange of such Securities, or upon the
exercise of such rights or subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights
and (C) the consideration receivable or price per Common Share upon the conversion or exchange of, or upon the exercise of such
rights of subscription attached to, such Securities or, as the case may be, upon the exercise of such options, warrants or rights
shall be the aggregate consideration or price referred to in (A) or (B) above (as the case may be) divided by the number of Common
Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate;


 


(iii)if the consideration
or price determined pursuant to (I) or (II) above (or any component thereof) shall be expressed in a currency other than the Share
Currency, it shall be converted into the Share Currency at the Prevailing Rate on the relevant Effective Date (in the case of (I)
above) or the relevant date of first public announcement (in the case of (II) above);


 


(iv)in determining the consideration
or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or


 




    59 


     

    

any expenses paid or incurred for
any underwriting, placing or management of the issue of the relevant Common Shares or Securities or options, warrants or rights,
or otherwise in connection therewith; and


 


(v)the consideration or price
shall be determined as provided above on the basis of the consideration or price received, receivable, paid or payable regardless
of whether all or part thereof is received, receivable, paid or payable by or to the Company or another entity.


 


(d)
If the record date in respect of any consolidation, reclassification/ redesignation or sub-division
as is mentioned in Section 4.03(a)(i), or the record date or other due date for the establishment of entitlement for any such
issue, distribution, grant or offer (as the case may be) as is mentioned in Section 4.03(a)(ii), Section 4.03(a)(iii), Section
4.03(a)(iv), Section 4.03(a)(v) or Section 4.03(a)(ix), or the date of the first public announcement of the terms of any such
issue or grant as is mentioned in Section 4.03(a)(vi) and Section 4.03(a)(vii) above or of the terms of any such modification
as is mentioned in Section 4.03(a)(viii) above, shall be after the Trigger Event Notice Date in relation to the conversion of
any Contingent Convertible Capital Security of any series but before the date on which the resolution of issuance of the relevant
Common Shares is approved, then the Company shall procure the execution of the corresponding adjustment mechanism pursuant to
this ‎Section 4.03 so that there shall be issued and delivered to the Settlement Shares Depository, for onward delivery
to the holders of the relevant Contingent Convertible Capital Securities, in accordance with the instructions contained in the
Delivery Notices received by the Settlement Shares Depository, such number of Common Shares that could be required to be issued
and delivered on such conversion taking into account the relevant adjustment to the Floor Price pursuant to this ‎Section
4.03 and all references to the issue and/or delivery of Common Shares or Conversion Shares in this Contingent Convertible Capital
Securities Indenture shall be construed accordingly.


 







(e)If
any doubt shall arise as to whether an adjustment falls to be made to the Floor Price or as to the appropriate adjustment to the
Floor Price, and following consultation between the Company and an Independent Financial Adviser, a written determination of such
Independent Financial Adviser in respect thereof shall be conclusive and binding on all parties, save in the case of wilful default,
bad faith or manifest error.


 


(f)No
adjustment will be made to the Floor Price where Common Shares or other Securities (including rights, warrants and options) are
issued, offered, exercised, allotted, purchased, appropriated, modified or granted to, or for the benefit of, employees or former
employees (including directors holding or formerly holding executive or non-executive office or the personal service company of
any such person) or their spouses or relatives, in each case, of the Company or any of member of the Group or any associated company
or to a trustee or trustees or intermediary to be held for the benefit of any such person, in any such case pursuant to any share
or option or similar scheme.


 




    60 


     

    

(g)On
any adjustment, the resultant Floor Price, if a number of more decimal places than the initial Floor Price, shall be rounded down
to such decimal place. No adjustment shall be made to the Floor Price where such adjustment (rounded down if applicable) would
be less than 1 per cent of the Floor Price then in effect. Any adjustment not required to be made and/or any amount by which the
Floor Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent
adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as
the case may be, that the relevant rounding down had not been made.


 


(h)Notice
of any adjustments to the Floor Price shall be given by the Company to holders of the Contingent Convertible Capital Securities
of any series through the filing of a relevant event (hecho relevante) announcement with the CNMV and its publication in
accordance with the rules and regulations of any applicable stock exchange or other relevant authority and in accordance with ‎Section
1.06 promptly after the determination thereof.


 


Section 4.04.Conversion Procedures.
Settlement Shares.


 


(a)If
the Trigger Event occurs at any time on or after the issue date of any series of contingent convertible capital securities, then
the Company will notify the Regulator and holders of such series of contingent convertible capital securities immediately through
(i) the filing of a relevant event (hecho relevante) announcement with the CNMV and its publication in accordance with the rules
and regulations of any applicable stock exchange or other relevant authority and (ii) to the Regulator, Holders and Trustee in
accordance with ‎Section 1.06 (the “Trigger
Event Notice”).


 


(b)A
Trigger Event Notice shall be a written notice specifying the following information:


 


(i)that a Trigger Event has
occurred;


 


(ii)the
then-prevailing Conversion Price (which Conversion Price shall remain subject to any subsequent adjustment as set forth under ‎Section
4.03); 


 


(iii)the Conversion Settlement
Date;


 


(iv)the date on which the
Company expects DTC to suspend all clearance and settlement of transactions in the Securities in accordance with its rules and
procedures (the “Suspension Date”);


 


(v)the contact details of
the Settlement Shares Depository (if one has been appointed) and Paying and Conversion Agent and the procedures holders of the
contingent convertible capital securities must follow to obtain delivery of the Conversion Shares or related ADSs;


 




    61 


     

    

(vi)if the Company has been
unable to appoint a Settlement Shares Depository, such other arrangements for the issuance and/or delivery of the Conversion Shares
to the Holders of the Contingent Convertible Capital Securities of such series as it shall consider reasonable in the circumstances;


 


(vii)that the Contingent
Convertible Capital Securities shall remain in existence for the sole purpose of evidencing the holder’s right to receive
Common Shares or related ADSs from or on behalf of the Settlement Shares Depository.


 


(c)The
date on which the Trigger Event Notice shall be deemed to have been given shall be the date on which it is dispatched by the Company
to DTC.


 


(d)Upon
the Company’s determination that a Trigger Event has occurred, it shall immediately inform the Regulator and shall, prior
to giving a Trigger Event Notice, deliver to the Trustee a certificate stating that a Trigger Event has occurred, which the Trustee
shall accept without any further enquiry as sufficient evidence of such matters, in which event such certificate will be conclusive
and binding on the Trustee, the Holders and beneficial owners of the contingent convertible capital securities of such series.


 


(e)
Within two (2) Business Days after its receipt of the Trigger Event Notice, the Trustee shall
transmit the Trigger Event Notice to DTC and promptly following its receipt of the Trigger Event Notice, pursuant to DTC’s
procedures currently in effect, DTC will post the Trigger Event Notice to its Reorganization Inquiry for Participants System.



 


(f)  If
the Trigger Event occurs, the Contingent Convertible Capital Securities of any series will be converted in whole and not in part.


 


(g) Notwithstanding
anything set forth in this Contingent Convertible Capital Securities Indenture to the contrary, once the Company has delivered
a Trigger Event Notice following the occurrence of a Trigger Event, (i) subject to the right of holders of the Contingent Convertible
Capital Securities of the relevant series relating to a breach of the Performance Obligation in the event of a failure by the
Company to issue and deliver any Common Shares to the Settlement Shares Depository on the Conversion Settlement Date, the Contingent
Convertible Capital Securities Indenture shall impose no duties upon the Trustee whatsoever with regard to a Trigger Conversion
and the Holders of the Contingent Convertible Capital Securities of such series shall have no rights whatsoever under the Contingent
Convertible Capital Securities Indenture or the Contingent Convertible Capital Securities of such series to instruct the Trustee
to take any action whatsoever and (ii) as of the date of the Trigger Event Notice, except for any indemnity and/or security provided
by any holders of the Contingent Convertible Capital Securities of such series in such direction or related to such direction,
any direction previously given to the Trustee by any Holders of the Contingent Convertible Capital Securities of such series shall
cease automatically and shall be null and void and of no further effect.





 




    62 


     

    




 


 (h)
The Company’s obligations to indemnify the Trustee in accordance with the Contingent Convertible Capital Securities Indenture
shall survive any Trigger Conversion.


 


Section 4.05.
Agreement and Waiver with Respect to Trigger Conversion. The Contingent Convertible Capital Securities of any series are not convertible
into Common Shares at the option of Holders of Contingent Convertible Capital Securities of any series at any time and are not
redeemable in cash as a result of a Trigger Event. Notwithstanding any other provision herein, by its acquisition of the Contingent
Convertible Capital Securities of any series, each Holder and beneficial owner shall be deemed to have (i) agreed to all the terms
and conditions of the Contingent Convertible Capital Securities of such series, including, without limitation, those related to
(x) Trigger Conversion following a Trigger Event and (y) the appointment of the Settlement Shares Depository, the issuance of
the Settlement Shares to the Settlement Shares Depository (or to the relevant recipient in accordance with the terms of the Contingent
Convertible Capital Securities of such series), and acknowledged that such events in (x) and (y) may occur without any further
action on the part of the Holders or beneficial owner of the Contingent Convertible Capital Securities of such series or the Trustee,
(ii) agreed that effective upon, and following, the Trigger Conversion, no amount shall be due and payable to the Holders of the
Contingent Convertible Capital Securities of such series, and the Company’s liability to pay any such amounts (including
the Liquidation Preference of, or any Distribution in respect of, the Contingent Convertible Capital Securities of such series),
except as noted under ‎Section 4.06 with respect to certain stamp and similar taxes, shall be automatically released, and
the Holders shall not have the right to give a direction to the Trustee with respect to the Trigger Event and any related Trigger
Conversion, (iii) waived, to the extent permitted by the Trust Indenture Act, any claim against the Trustee arising out of its
acceptance of its trusteeship under, and the performance of its duties, powers and rights in respect of, the Contingent Convertible
Capital Securities Indenture and in connection with the Contingent Convertible Capital Securities of such series, including, without
limitation, claims related to or arising out of or in connection with a Trigger Event and/or any Trigger Conversion and (iv) authorized,
directed and requested DTC, the European Clearing Systems and any direct participant in DTC, the European Clearing Systems or
other intermediary through which it holds such Contingent Convertible Capital Securities to take any and all necessary action,
if required, to implement the Trigger Conversion without any further action or direction on the part of such Holder of the Contingent
Convertible Capital Securities of such series or the Trustee.


 




Section 4.06.Settlement
Procedures.


 


(a)Delivery
of the Common Shares, or, if the Holder elects, ADSs, to the Holders of the any series of Contingent Convertible Capital Securities
upon a Trigger Event shall be made in accordance with the procedures set forth in this ‎Section
4.06, which remain subject to change to reflect changes in clearing system practices.


 


(b)Holders
of any series of Contingent Convertible Capital Securities cleared and settled through DTC may elect to have their Common Shares
delivered in the form of


 




    63 


     

    

Common Shares
or ADSs in accordance with the procedures set forth in this ‎Section
4.06. The obligation to deliver ADSs if a Holder elects to have its Common Shares delivered in such form will apply only if at
the time of any Trigger Conversion the Company continues to maintain an ADS depositary facility. 


 


(c)The
Trigger Event Notice shall specify the Suspension Date. On the Suspension Date, DTC shall suspend all clearance and settlement
of transactions in the relevant series of Contingent Convertible Capital Securities. As a result, Holders of the Contingent Convertible
Capital Securities of such series will not be able to settle any transfers of any Contingent Convertible Capital Securities of
such series following the Suspension Date, and any sale or other transfer of the Contingent Convertible Capital Securities of such
series that a Holder of the Contingent Convertible Capital Securities of such series may have initiated prior to the Suspension
Date that is scheduled to settle after the Suspension Date will be rejected by DTC and will not be settled through DTC. The Contingent
Convertible Capital Securities of such series may cease to be admitted to trading on any stock exchange on which the Contingent
Convertible Capital Securities of such series are then listed or admitted to trading after the Suspension Date.


 


(d)On
the Suspension Date, the Company shall deliver a notice in accordance with ‎Section
1.06 to the Trustee and to the Holders of the Contingent Convertible Capital Securities of the relevant series (a “Settlement
Request Notice”) requesting that holders and beneficial owners of the Contingent Convertible Capital Securities of such
series complete a notice to be delivered to the Paying and Conversion Agent, with a copy to the Trustee (a “Delivery
Notice”). The Settlement Request Notice shall specify (i) the date by which the Delivery Notice must be received by
the Paying and Conversion Agent (the “Notice Cut-off Date”) and (ii) the date on which the Contingent Convertible
Capital Securities of such series in relation to which no Delivery Notice has been received by the Paying and Conversion Agent
on or before the Notice Cut-off Date shall be cancelled, which will be no more than twelve Business Days after the Conversion
Settlement Date (the “Final Cancellation Date”), as set forth in ‎Section
4.07.


 


(e)In
order to obtain delivery of the relevant Common Shares, or, if the Holder elects, ADSs, a Holder or beneficial owner must deliver
its Contingent Convertible Capital Securities and Delivery Notice to the Paying and Conversion Agent (including, the delivery of
such Contingent Convertible Capital Securities and Delivery Notice to the Paying and Conversion Agent through DTC) on or before
the Notice Cut-off Date. If such delivery is made after the end of normal business hours at the specified office of the Paying
and Conversion Agent, such delivery shall be deemed for all purposes to have been made or given on the following Business Day.
The Delivery Notice shall contain: (i) the name of the Holder or beneficial owner of the applicable series of Contingent Convertible
Capital Securities; (ii) the aggregate Liquidation Preference held by such Holder or beneficial owner of such series of Contingent
Convertible Capital Securities on the date of such notice; (iii) the name in which the Common Shares or ADSs, as applicable, are
to be registered, if applicable (iv) whether Common Shares or ADSs are to be delivered to the Holder or beneficial owner of such
series of Contingent Convertible Capital Securities; (v) the details of the DTC, Iberclear or other clearing system account


 




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(subject to the limitations set out below)
to which the ADSs or Common Shares are to be credited, details of the registered account in our ADS facility if direct registration
ADSs are to be issued, or, if the Common Shares are not a participating security in Iberclear or another clearing system, the address
to which the Common Shares should be delivered; and (vi) such other details as may be required by the Paying and Conversion Agent.


 


(f)The
Delivery Notice must be given and the Contingent Convertible Capital Securities Delivered in accordance with the applicable procedures
of DTC (which may include the notice being given to the Paying and Conversion Agent by electronic means) and in a form acceptable
to DTC and the Paying and Conversion Agent.


 


(g)Subject
to satisfaction of the requirements and limitations set forth in this ‎Section
4.06 and provided the Delivery Notice is delivered on or before the Notice Cut-off Date, the Paying and Conversion Agent shall
give instructions to the Settlement Shares Depository that the Settlement Shares Depository shall deliver the relevant Common Shares
(rounded down to the nearest whole number of Common Shares) to, or shall deposit such relevant Common Shares with the ADS Depositary
on behalf of, the Holder or beneficial owner of the relevant Contingent Convertible Capital Securities completing the relevant
Delivery Notice or its nominee in accordance with the instructions given in such Delivery Notice on the applicable Conversion Settlement
Date.


 


(h)Any
Delivery Notice shall be irrevocable. Failure properly to complete and deliver a Delivery Notice and deliver the relevant Contingent
Convertible Capital Securities may result in such Delivery Notice being treated as null and void and the Company shall be entitled
to procure the sale of any applicable Common Shares to which the relevant holder may be entitled in accordance with Section 4.06.
Any determination as to whether any Delivery Notice has been properly completed and delivered as provided in this ‎Section
4.06 shall be made by the Company in its sole discretion, acting in good faith, and shall, in the absence of manifest error, be
conclusive and binding on the relevant holders.


 


(i)A
Holder of the Contingent Convertible Capital Securities of any series or Selling Agent (as defined in ‎Section
4.07) must pay (in the case of the Selling Agent by means of deduction from the net proceeds of sale set forth in ‎Section
4.07) any taxes and capital, stamp, issue and registration and transfer taxes or duties arising on Trigger Conversion (other than
any taxes or capital, issue and registration and transfer taxes or stamp duties payable in Spain by the Company in respect of the
issue and delivery of the Common Shares in accordance with a Delivery Notice delivered pursuant to the Contingent Convertible Capital
Securities Indenture which shall be paid by the Company) and such holder or the Selling Agent (as the case may be) must pay (in
the case of the Selling Agent, by way of deduction from the net proceeds of sale as aforesaid) all, if any, taxes arising by reference
to any disposal or deemed disposal of a Contingent Convertible Capital Security or interest therein.


 


(j)If
the Company shall fail to pay any capital, stamp, issue, registration and transfer taxes and duties for which it is responsible
as provided above, the holder or Selling Agent, as the case may be, shall be entitled (but shall not be obliged) to tender


 




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and pay the same and the Company as a separate
and independent obligation, undertakes to reimburse and indemnify each holder or Selling Agent, as the case may be, in respect
of any payment thereof and any penalties payable in respect thereof.


 


(k)The
Common Shares issued on Trigger Conversion will be fully paid and will in all respects rank pari passu with the fully paid
Common Shares in issue on the Trigger Event Notice Date, except in any such case for any right excluded by mandatory provisions
of applicable law and except that such Common Shares will not rank for (or, as the case may be, the relevant holder shall not be
entitled to receive) any rights, dividends or payments the record date or other due date for the establishment of entitlement for
which falls prior to the date that the resolution of issuance of the relevant Common Shares is approved.


 


Section 4.07.Failure to Deliver a
Delivery Notice.


 


(a)If
a duly completed Delivery Notice and the relevant Contingent Convertible Capital Securities are not delivered to a Paying and Conversion
Agent as provided in the Contingent Convertible Capital Securities Indenture on or before the Notice Cut-off Date, then at any
time following the Notice Cut-off Date and prior to the 10th Business Day after the Conversion Settlement Date, the Company may
in its sole and absolute discretion (and the relevant Holders of such Contingent Convertible Capital Securities shall be deemed
to agree thereto), elect to appoint a person (the “Selling Agent”) to procure that all Common Shares held by the Settlement
Shares Depository in respect of which the applicable Contingent Convertible Capital Securities and completed Delivery Notice have
not been delivered on or before the Notice Cut-off Date as aforesaid shall be sold by or on behalf of the Selling Agent as soon
as reasonably practicable.


 


(b)
If the applicable Contingent Convertible Capital Securities and Delivery Notice are not delivered
to the Paying and Conversion Agent on or before the Notice Cut-off Date, the Settlement Shares Depository shall continue to hold
any Conversion Shares not sold by the Selling Agent until a Delivery Notice is so delivered or the Final Cancellation Date, whichever
is earlier. However, any Holder or beneficial owner of the Contingent Convertible Capital Securities delivering a Delivery Notice
after the Notice Cut-off Date will have to provide evidence of its entitlement to the relevant Common Shares, or if the holder
elects, ADSs satisfactory to the Settlement Shares Depository in its sole and absolute discretion in order to receive delivery
of such Common Shares or ADSs (if so elected to be deposited with the ADS Depositary on its behalf).


  


(c)Subject
to the deduction by or on behalf of the Selling Agent of any amount payable in respect of its liability to taxation and the payment
of any capital, stamp, issue, registration and/or transfer taxes and duties (if any) and any fees or costs incurred by or on behalf
of the Selling Agent in connection with the issue, allotment and sale thereof, and the conversion of any proceeds of such sale
into U.S. dollars, the net proceeds of such sale, converted into U.S. dollars at the Prevailing Rate on the Notice Cut-off Date,
if necessary, shall as soon as reasonably practicable be distributed rateably to the relevant Holders in such manner and at such
time as the Company shall determine and notify to


 




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the relevant
Holders. Such payment shall for all purposes discharge the obligations of the Company, the Settlement Shares Depository, the Paying
and Conversion Agent and the Selling Agent to such Holders in respect of the Trigger Conversion. The Company, the Settlement Shares
Depository and the Selling Agent shall have no liability in respect of the exercise or non-exercise of any discretion or power
pursuant to this ‎Section 4.07 or in respect
of any sale of any Common Shares, whether for the timing of any such sale or the price at or manner in which any such Common Shares
are sold or the inability to sell any such Common Shares.


 


(d)If
the Company does not appoint the Selling Agent by the 10th Business Day after the Conversion Settlement Date, or if any Common
Shares are not sold by the Selling Agent in accordance with this ‎Section
4.07, Common Shares for which a Delivery Notice has not been received will be cancelled on the Final Cancellation Date.


 


Section 4.08.Delivery of ADSs.
In respect of any Conversion Shares that Holders elect to receive in the form of ADSs as specified in the Delivery Notice, the
Settlement Shares Depository shall deposit with the custodian for the ADS Depositary the number of Conversion Shares to be issued
upon Trigger Conversion of the relevant series of Contingent Convertible Capital Securities, and the ADS Depositary shall issue
the corresponding number of ADSs to the DTC Participant account or registered ADS facility account specified by such Holders (per
the ADS-to-ordinary share ratio in effect on the Conversion Settlement Date). However, the issuance of the ADSs by the ADS Depositary
may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and
that the Conversion Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have
been paid to the ADS Depositary.


 


Article
5

Satisfaction and Discharge


 


Section 5.01.Satisfaction and Discharge
of Contingent Convertible Capital Securities Indenture. This Contingent Convertible Capital Securities Indenture shall upon
Company Request cease to be of further effect with respect to the Contingent Convertible Capital Securities of any series (except
as to any surviving rights of registration of transfer of the Contingent Convertible Capital Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of the Contingent Convertible Capital Securities Indenture with respect to the Contingent Convertible Capital Securities of any
series when:


 


(a)all
Contingent Convertible Capital Securities of such series theretofore authenticated and delivered (other than Contingent Convertible
Capital Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎Section
3.06 have been delivered to the Trustee for cancellation;


 




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(b)the
Company has paid or caused to be paid all other sums payable hereunder (including Accrued Distributions, if any) by the Company
with respect to the Contingent Convertible Capital Securities of such series; and


 


(c)the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the Contingent Convertible Capital Securities Indenture
with respect to the Contingent Convertible Capital Securities of such series have been complied with.


 





In addition, upon the exercise of a Spanish Bail-in Power with
respect to a series of Contingent Convertible Capital Securities which results in the cancellation, or the conversion into other
securities, of all the Liquidation Preference of, and Distributions on such Contingent Convertible Capital Securities or such Contingent
Convertible Capital Securities otherwise ceasing to be outstanding, the Contingent Convertible Capital Securities Indenture shall
be satisfied and discharged as to such series.


 




Notwithstanding any satisfaction
and discharge of the Contingent Convertible Capital Securities Indenture, the obligations of the Company to the Trustee under ‎Section
7.08 of this Contingent Convertible Capital Securities Indenture, the obligations of the Trustee to any Authenticating Agent under
‎Section 7.15 of this
Contingent Convertible Capital Securities Indenture and the obligations of the Trustee under ‎Section
5.02 of this Contingent Convertible Capital Securities Indenture and the last paragraph of ‎Section
11.03 of the Contingent Convertible Capital Securities Indenture shall survive such satisfaction and discharge.


 


Section 5.02.Application
of Trust Money. Subject to the provisions of the last paragraph of ‎Section
11.03, all cash deposited with the Trustee pursuant to ‎Section
5.01 shall be held in trust and such cash shall be applied by it, in accordance with the provisions of the Contingent Convertible
Capital Securities of such series and this Contingent Convertible Capital Securities Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the Liquidation Preference and accrued but unpaid Distributions, if any, for the payment of which such cash has been
deposited with the Trustee.


 


Section 5.03.Repayment to Company.
The Trustee, the Calculation Agent and any Paying Agent promptly shall pay to the Company upon Company Request any excess money
held by them at any time with respect to any series of Contingent Convertible Capital Securities.


 


Section 5.04.Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance
with this ‎Article 5 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Contingent
Convertible Capital Securities Indenture, the Contingent Convertible Capital Securities shall be revived and reinstated as though
no deposit had occurred pursuant to this ‎Article 5 until such time as the Trustee or such Paying Agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this ‎Article 5; provided, however, that,
if the Company has made any payment of Liquidation Preference of or Distributions on any Contingent Convertible Capital Securities
because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Contingent
Convertible Capital Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or such
Paying Agent.


 




 




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Article
6

Remedies


 


Section 6.01.Enforcement Events.


 





 (a) Each of the
following events is an “Enforcement Event” with respect to any series of Contingent Convertible Capital Securities:


 


(i)non-payment
of Redemption Price on such series when due as set forth in ‎Section 12.04;


 


(ii)
the breach of any term, obligation or condition binding on the Company under the Contingent Convertible Capital Securities of
such series (other than any of the Company’s payment obligations under or arising from the Contingent Convertible Capital
Securities of such series, including payment of any Liquidation Preference or Distributions, including any damages awarded for
breach of any obligations) (a “Performance Obligation”); or


 


(iii)the
occurrence of any voluntary or involuntary liquidation of the Company (a “Liquidation Event”) prior to the
occurrence of a Trigger Event.


 


(b)  Neither
the exercise of the Spanish Bail-in Power nor the exercise of any other resolution tool by the relevant resolution authority or
any action in compliance therewith shall constitute an Enforcement Event.


 




 Section
6.02.Liquidation Distribution. (a) Subject as provided in ‎Section
6.02‎(b) below, in the event of any Liquidation
Event, Holders of the Contingent Convertible Capital Securities of any series (unless previously converted into Common Shares
pursuant to ‎Section 4.01) shall be entitled
to receive out of the assets of the Company available for distribution to Holders of such series, the Liquidation Distribution.
Such entitlement will arise before any distribution of assets is made to Holders of Common Shares or any other instrument of the
Company ranking junior to the Contingent Convertible Capital Securities of such series.


 


(b)If,
before the occurrence of a Liquidation Event, the Trigger Event occurs but the relevant conversion of the Contingent Convertible
Capital Securities of such series into Common Shares pursuant to ‎Section
4.01 is still to take place, Holders of the Contingent convertible Capital Securities of such series will be entitled to receive
out of the relevant assets of the Company a monetary amount equal to that which holders of such Contingent Convertible Capital
Securities of such series would have received on any distribution of the assets of the Company if such conversion had taken place
immediately prior to such liquidation.


 






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(c)After
payment of the relevant entitlement in respect of a Contingent Convertible Capital Security as described in this ‎Section
6.02, such Contingent Convertible Capital Security will confer no further right or claim to any of the remaining assets of the
Company.


 


Section 6.03.Limitation of Remedies
Upon an Enforcement Event.


 


The sole remedies of the holders of the
Contingent Convertible Capital Securities of a series and the Trustee under the Contingent Convertible Capital Securities of such
series upon the occurrence of an Enforcement Event shall be:


 


(a)to
seek enforcement of the Company’s obligation to pay the Redemption Price of the securities of such series if not paid within
14 days of the date fixed for redemption (provided that the applicable conditions described under ‎Section
12.04 shall have been satisfied);


 


(b)to
seek enforcement of a Performance Obligation; and


 


(c)to
enforce the entitlement set forth in ‎Section
6.02. 


 


The foregoing shall not prevent the holders
of the Contingent Convertible Capital Securities of such series or the trustee from instituting proceedings for the bankruptcy
of Banco Santander.


 


Section 6.04.No Other Remedies and
Other Terms.


 


(a)Other
than the limited remedies specified in this ‎‎Article
6, and subject to paragraph ‎(c) below,
no remedy against the Company shall be available to the Trustee (acting on behalf of the Holders) or to the Holders of the
Contingent Convertible Capital Securities of any series, whether for the recovery of amounts owing in respect of such
Contingent Convertible Capital Securities Indenture, or in respect of any breach by the Company of any of the Company’s
obligations under or in respect of the terms of such Contingent Convertible Capital Securities in relation thereto; provided,
however, that the Company’s obligations to the Trustee under, and the Trustee’s lien provided for in ‎Section
7.08 of the Contingent Convertible Securities Indenture and the Trustee’s rights to have money collected applied first
to pay amounts due to it under such Section pursuant to ‎Section
6.08 of the Contingent Convertible Securities Indenture shall not be limited or impaired by this ‎Article
6 or otherwise and expressly survive any Enforcement Event and are not subject to the subordination provisions of
Section 13.01.


 


(b)Notwithstanding
the limitations on remedies specified in this ‎‎Article
6, (i) the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the
rights of the Holders under the provisions of the Contingent Convertible Capital Securities Indenture, and (ii) nothing shall impair
the right of a Holder of the Contingent Convertible Capital Securities under the Trust Indenture Act, absent such Holder’s
consent, to sue for any payment due but unpaid with respect to the Contingent Convertible Capital Securities as provided for in
‎Section 6.10; provided that, in the case
of (i) and (ii) above, any payments in respect of, or arising 


 




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from, the Contingent
Convertible Capital Securities, including any payments or amounts resulting or arising from the enforcement of any rights under
the Trust Indenture Act in respect of the Contingent Convertible Capital Securities, shall be subject to the subordination provisions
set forth in ‎‎Section 13.01.


 


(c)In
furtherance of Section 7.01‎ of the Contingent Convertible Capital Securities Indenture:


 


(i)For purposes of Sections
315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Enforcement Event which
has occurred and is continuing.


 


(ii)Notwithstanding anything
contained in the Contingent Convertible Capital Securities Indenture to the contrary, the duties and responsibilities of the Trustee
under this Contingent Convertible Capital Securities Indenture shall be subject to the protections, exculpations and limitations
on liability afforded to an indenture trustee under the provisions of the Trust Indenture Act.


 


Section 6.05.Agreement with Respect
to Limitation of Remedies for Breach of a Performance Obligation. By its acquisition of the Contingent Convertible Capital
Securities of any series, each Holder and beneficial owner of the Contingent Convertible Capital Securities of such series acknowledges
and agrees that such Holder and beneficial owner will not seek, and will not direct the Trustee to seek, a claim for damages against
the Company in respect of a breach by the Company of a Performance Obligation and that the sole and exclusive remedy that such
Holder and the Trustee may seek under the Contingent Convertible Capital Securities of such series and the Contingent Convertible
Capital Securities Indenture for a breach by the Company of a Performance Obligation is specific performance.


 


Section 6.06.Trustee May File Proofs
of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition, winding-up or other judicial proceeding relative to the Company or any other obligor upon the Contingent Convertible
Capital Securities of any series or to the property of the Company or such other obligor or their creditors (other than under or
in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective
of whether the Liquidation Preference of the Contingent Convertible Capital Securities of such series shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue Liquidation Preference or Distributions) shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the
Trustee allowed in any such proceeding; provided that the Company shall not, as a result of the bringing of such proceedings, be
obliged to pay any sum representing or measured by reference to Liquidation Preference or Distributions on the Contingent Convertible
Capital Securities sooner than the same would otherwise have been payable by it. In particular, the Trustee shall be authorized
to collect and receive any moneys and other property payable or


 




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deliverable
on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Holder of a Contingent Convertible Capital Security
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
such Holders or holders, to first pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under ‎Section
7.08.


 


Subject to
‎Article 9 and ‎Section
10.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder of any Contingent Convertible Capital Security any plan of reorganization, arrangement, adjustment, or composition
affecting any Contingent Convertible Capital Securities or the rights of any Holder of any Contingent Convertible Capital Security
or to authorize the Trustee to vote in respect of the claim of any such Holder in any such proceeding.


 


The
provisions of this ‎Section
6.06 are subject to the provisions of ‎Section
13.01.


 





Section 6.07.  Trustee May Enforce Claims Without Possession of Contingent Convertible Capital Securities. All rights of action
and claims under this Contingent Convertible Capital Securities Indenture or the Contingent Convertible Capital Securities, if
any, may be prosecuted and enforced by the Trustee without the possession of any of the Contingent Convertible Capital Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel (subject, with regard to the Company,
to the provisions of Article 13) be for the ratable benefit of the Holders of the Contingent Convertible Capital Securities in
respect of which such judgment has been recovered.


 


Section
6.08.  Application of Money Collected. Any
money collected by the Trustee pursuant to this Article or, after an Enforcement Event, any money or other property
distributable in respect of the Company’s obligations under this Contingent Convertible Capital Securities Indenture,
in respect of any series of Contingent Convertible Capital Securities shall, subject to the provisions of Section 13.02 in
relation to waiver of   set-off and Section 13.01 in relation to the subordination of the Contingent Convertible Capital
Securities, be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of Liquidation Preference or Distributions upon presentation of such Contingent Convertible Capital
Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:


 







FIRST: To
the payment of all amounts applicable to such series of Contingent Convertible Capital Securities in respect of which or for the
benefit of which such money has been collected and due and owing to the Trustee (including any predecessor Trustee) under ‎Section
7.08;


 




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SECOND: To the payment of the amounts then
due and unpaid for Liquidation Preference of and Distributions on such series of Contingent Convertible Capital Securities in respect
of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Contingent Convertible Capital Securities for Liquidation Preference and Distributions,
if any, respectively; and


 


THIRD: To the payment of the balance, if
any, to the Company.


 


Section 6.09.Limitation on Suits.
No Holder of any Contingent Convertible Capital Security of any series shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Contingent Convertible Capital Securities Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless


 


(a)such
Holder has previously given written notice to the Trustee of a continuing Enforcement Event with respect to Contingent Convertible
Capital Securities of the same series specifying such Enforcement Event and stating that such notice is a “Notice of Enforcement
Event” hereunder;


 


(b)the
Holders of not less than 25% in aggregate Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of
such series shall have made written request to the Trustee to institute proceedings in respect of such Enforcement Event in its
own name, as Trustee hereunder;


 


(c)such
Holder of a Contingent Convertible Capital Security has offered to the Trustee reasonable indemnity satisfactory to it (as determined
by the Trustee in its sole discretion) against the costs, expenses and liabilities to be incurred in compliance with such request;


 


(d)the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(e)no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of such series;


 


it being understood and intended that no one or more Holders
of Contingent Convertible Capital Securities of a particular series shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Contingent Convertible Capital Securities Indenture to affect, disturb or prejudice the rights
of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders
or to enforce any right under this Contingent Convertible Capital Securities Indenture, except in the manner herein provided and
for the equal and ratable benefit of all Holders of Contingent Convertible Capital Securities of such series.


 


Section 6.10.Unconditional Right
of Holders to Receive Liquidation Preference and Distributions. Notwithstanding any other provision in this Contingent Convertible
Capital Securities Indenture, and subject to Article 13 in relation to the subordination of


 




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the Contingent Convertible Capital Securities
of any series, the Holder of any Contingent Convertible Capital Security shall have the right, which is absolute and unconditional,
to receive payment of the Liquidation Preference of and any Distribution on such Contingent Convertible Capital Security when due
and payable in accordance with the provisions of the Contingent Convertible Capital Securities Indenture (including Article 3 and
Article 14 hereof) and as expressed in such Contingent Convertible Capital Security (or, in the case of redemption, on the Redemption
Date, as the case may be) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


 


Section 6.11.Restoration of Rights
and Remedies. If the Trustee or any Holder of any Contingent Convertible Capital Security has instituted any proceeding to
enforce any right or remedy under this Contingent Convertible Capital Securities Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company, the Trustee and the Holders of Contingent Convertible Capital Securities
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders of Contingent Convertible Capital Securities shall continue as though no such proceeding had been instituted.


 


Section 6.12.Rights
and Remedies Cumulative. Subject to the limitations on remedies provided for in this ‎Article
6, except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Contingent Convertible
Capital Securities in the last paragraph of ‎Section
3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Contingent Convertible Capital Securities
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


Section 6.13.Delay or Omission Not
Waiver. No delay or omission of the Trustee or of any Holder of any Contingent Convertible Capital Security to exercise any
right or remedy accruing upon any Enforcement Event shall impair any such right or remedy or constitute a waiver of any such Enforcement
Event or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Contingent
Convertible Capital Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders of Contingent Convertible Capital Securities.


 


Section 6.14.Control by Holders.
The Holders of a majority in aggregate Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of any
series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power


 




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conferred on the Trustee with respect to the
Contingent Convertible Capital Securities of such series, provided that


 


(a)
such direction shall not be in conflict with any rule of law or with this Contingent Convertible Capital Securities Indenture or
with the Contingent Convertible Capital Securities of any series;


 


(b)the
Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Contingent Convertible
Capital Securities of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee;
and


 


(c)the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section 6.15.Undertaking for Costs.
All parties to this Contingent Convertible Capital Securities Indenture agree, and each Holder of any Contingent Convertible Capital
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Contingent Convertible Capital Securities Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding in the aggregate more than 10% in Liquidation Preference of the Outstanding
Contingent Convertible Capital Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment
of the Liquidation Preference of or Distributions on any Contingent Convertible Capital Security on or after the dates upon which
such Distributions become due and payable pursuant to the terms hereof or the terms expressed in such Contingent Convertible Capital
Security (or, in the case of redemption on or after the Redemption Date).


 


Section 6.16.Waiver
of Past Enforcement Events. (a) Holders of not less than a majority in aggregate Liquidation Preference of the Outstanding
Contingent Convertible Capital Securities may on behalf of the Holders of all of the Contingent Convertible Capital Securities
waive any past Enforcement Event that results from a breach by the Company of a Performance Obligation. Holders of a majority of
the aggregate Liquidation Preference of the Outstanding Contingent Convertible Capital Securities shall not be entitled to waive
(i) any past Enforcement Event that results from a Liquidation Event and (ii) any Enforcement Event in respect of a covenant or
provision hereof which under ‎Article 10 cannot
be modified or amended without the consent of the Holder of each Outstanding Contingent Convertible Capital Security of such series
affected.


 






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(b)Upon
the occurrence of any waiver permitted by paragraph ‎(a)
above, such Enforcement Event shall cease to exist, and any Enforcement Event with respect to the Contingent Convertible Capital
Securities arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of the Contingent Convertible
Capital Securities Indenture, but no such waiver shall extend to any subsequent or other Enforcement Event or impair any right
consequent thereon.


 


Article
7

The Trustee


 


Section 7.01.Certain Duties and Responsibilities.


 


(a)Except
during the continuance of an Enforcement Event,


 


(i)the Trustee undertakes
to perform such duties and only such duties as are specifically set forth in this Contingent Convertible Capital Securities Indenture,
and no implied covenants or obligations shall be read into this Contingent Convertible Capital Securities Indenture against the
Trustee; and


 


(ii) in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Contingent Convertible
Capital Securities Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Contingent Convertible Capital Securities Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).


 


(b)In
case an Enforcement Event has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it
by this Contingent Convertible Capital Securities Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.


 


(c)No
provision of this Contingent Convertible Capital Securities Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that


 


(i)this Section 7.01(c) shall
not be construed to limit the effect of subsections (a) or (d) of this Section;


 


(ii)the Trustee shall not
be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and


 




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(iii)the Trustee shall not
be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction
of the Holders of a majority in Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of any series,
determined as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under this Contingent Convertible Capital Securities
Indenture with respect to the Contingent Convertible Capital Securities of such series;


  


(d)No
provision of this Contingent Convertible Capital Securities Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it; and


 


(e)Whether
or not therein expressly so provided, every provision of this Contingent Convertible Capital Securities Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.


 


Section 7.02.Spanish
Tax Procedures and Obligations of the Trustee. In connection with each payment made on any Payment Date (as defined in Appendix
1 attached hereto) in respect of the issued Contingent Convertible Capital Securities hereunder, the Trustee or Paying Agent shall
comply with the tax procedures set forth in Appendix 1 hereto. The Trustee or Paying Agent shall have no duty or responsibility
to comply with other Spanish tax obligations arising out of this Contingent Convertible Capital Securities Indenture. The Company
shall be responsible for the payment of any and all amounts due under the Contingent Convertible Capital Securities. Therefore,
the Trustee or Paying Agent shall not be liable for any amounts owed to any person due to its failure to properly comply with the
tax procedures referred to in this ‎Section
7.02 and Appendix 1 hereto, except such as may result from the negligence, willful misconduct or fraud of the Trustee or Paying
Agent or any of its agents or employees. The Trustee or Paying Agent may request and rely conclusively upon any instructions from
the Company in respect of any action necessary or required to be taken by the Trustee or Paying Agent pursuant to this ‎Section
7.02 and Appendix 1 hereto; provided, however, in no event shall the Trustee or Paying Agent be required to expend or risk its
own funds in the performance of any of its duties pursuant to this ‎Section
7.02 and Appendix 1 hereto, or be obligated to take any legal or other action which might in its judgment involve or cause it to
incur any expense or liability unless it shall have been furnished with acceptable indemnification and security. 


 


Section 7.03.Notice
of Enforcement Events. Within 90 days after the occurrence of any Enforcement Event hereunder with respect to Contingent Convertible
Capital Securities of any series of which a Responsible Officer of the Trustee has received written notice the Trustee shall transmit
in the manner and to the extent provided in ‎Section 1.06 to Holders of Contingent Convertible Capital Securities of
such series notice of such Enforcement Event hereunder of which the Trustee has received written notice, unless such Enforcement
Event shall have been cured or waived; provided, however, that, the Trustee shall be protected in withholding such notice if it
determines in good faith that the withholding of such notice is in the interest of the Holders of Contingent Convertible Capital
Securities of such series.


 




 




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Section 7.04.Certain
Rights of Trustee. Subject to the provisions of ‎Section
7.01:


 


(a)the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any
resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document
(whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper
party or parties;


 


(b)any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;


 


(c)whenever
in the administration of this Contingent Convertible Capital Securities Indenture the Trustee shall deem it desirable that a matter
be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate and/or an Opinion
of Counsel;


 


(d)the
Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(e)the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Contingent Convertible Capital
Securities Indenture at the request or direction of any of the Holders pursuant to this Contingent Convertible Capital Securities
Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


(f)the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole reasonable cost and expense
of the Company and shall incur no


 




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liability or additional liability of any kind
by reason of such inquiry or investigation; provided that the Trustee shall not be entitled to such information which the Company
is prevented from disclosing as a matter of law or contract;


 


(g)the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(h)the
Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Contingent Convertible Capital Securities Indenture,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(i)anything
in this Contingent Convertible Capital Securities Indenture notwithstanding, in no event shall the Trustee be liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss or profit), even if
the Trustee has been advised as to the likelihood of such loss or damage and regardless of whether the claim for loss or damage
is made in negligence or otherwise;


 


(j)the
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Contingent Convertible Capital Securities
Indenture, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;


 







(k)the
Trustee shall not be deemed to have notice of any Enforcement Event unless a Responsible Officer of the Trustee has received, at
the Corporate Trust Office of the Trustee, written notice of such an Enforcement Event and such notice references the Contingent
Convertible Capital Securities and/or this Contingent Convertible Capital Securities Indenture;


 


(l)the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder;


 


(m)the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Contingent Convertible Capital Securities Indenture, which certificate
may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded; and


 


(n)the
Trustee shall not be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond
its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes,


 




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work stoppages, civil or military disturbances,
nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and
hardware) services, government action, including any laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this Contingent Convertible Capital Securities Indenture.


 


Section 7.05.Not Responsible for
Recitals or Issuance of Contingent Convertible Capital Securities. The recitals contained herein and in the Contingent Convertible
Capital Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Contingent Convertible Capital Securities Indenture or of the Contingent Convertible
Capital Securities, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Contingent
Convertible Capital Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Contingent Convertible Capital Securities or the proceeds thereof. The Trustee shall not be responsible
to make any calculation with respect to any matter under this Contingent Convertible Capital Securities Indenture other than as
specifically provided for herein. The Trustee shall have no duty to monitor or investigate the Company’s compliance with
or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person,
other than the Trustee, made in this Contingent Convertible Capital Securities Indenture


 


No provision of this Contingent Convertible
Capital Securities Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive
or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred
or imposed on it in any jurisdiction in which it shall be illegal, taxation or other consequences that, in the sole determination
of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable
law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power,
duty or obligation.


 


Section 7.06.May
Hold Contingent Convertible Capital Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Contingent Convertible
Capital Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Contingent Convertible Capital Securities and, subject to ‎Section 7.11 and ‎Section
7.15, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Contingent Convertible Capital Security Registrar, Calculation Agent or such other agent.


 


Section 7.07.Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 




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Section 7.08.Compensation and Reimbursement.
The Company agrees


 


(a)to
pay to the Trustee from time to time compensation for all services rendered by it hereunder as agreed upon in writing by the Company
from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(b)except
as otherwise expressly provided herein, to reimburse the Trustee for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provision of this Contingent Convertible Capital Securities Indenture (including
the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as shall be determined by a court of competent jurisdiction to have been caused by its own negligence or bad faith;
and


 


(c)to
indemnify the Trustee (which for purposes of this subsection (c) shall be deemed to include its directors, officers, employees
and agents) or any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense
(including legal fees and expenses) and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)
incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder including the costs and expenses of defending itself against any claim (whether asserted by the Company,
or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder,
or in connection with enforcing the provisions of this Section, but excluding any tax liabilities of the Trustee in respect of
its income.


 





In addition to, but without prejudice to
its other rights under this Contingent Convertible Capital Securities Indenture, when the Trustee incurs expenses or renders services
in connection with an Enforcement Event specified in ‎Section
6.01, the fees, costs and expenses (including the charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar
law.


 







The Trustee shall notify the Company in
writing of the commencement of any action or claim in respect of which indemnification may be sought promptly after a Responsible
Officer of the Trustee becomes aware of such commencement (provided that the failure to make such notification shall not affect
the Trustee’s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall wish, to
assume the defense thereof, including the employment of counsel reasonably satisfactory to the Trustee. If the Company and the
Trustee are being represented by the same counsel and the Company has assumed the defense of the claim, the Trustee shall not be
authorized to settle a claim without the written consent of the Company, which consent shall not be unreasonably withheld.


 


As security for the performance of the obligations
of the Company under this Section, the Trustee shall have a senior lien to which the Contingent Convertible Capital


 




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Securities are hereby made subordinate, upon
all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of Liquidation Preference
or Distributions on the Contingent Convertible Capital Securities.


 


“Trustee” for purposes of this
Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee
hereunder shall not affect the rights of any other Trustee hereunder.


 


The Trustee's
rights to payment of its fees, reimbursement and indemnity under, and its lien provided for in, this ‎Section
7.08 shall survive the payment in full of the Contingent Convertible Capital Securities, the satisfaction and discharge of this
Contingent Convertible Capital Securities Indenture, the resignation or removal of the Trustee, the termination for any reason
of this Contingent Convertible Capital Securities Indenture and the exercise of the Spanish Bail-in Power and the other relevant
resolution tools by the relevant resolution authority.


 


Section 7.09.Disqualification; Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, Section 310(b) of the Trust Indenture Act and this Contingent Convertible Capital Securities Indenture.


 


Section 7.10.Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series which shall be a
Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by Federal or State or District of Columbia authority and having a corporate trust office or agency
in the Borough of Manhattan, The City of New York, New York. If such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this ‎Article
7.


 


Section 7.11.Resignation and Removal;
Appointment of Successor.


 


(a)No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of ‎Section
7.12.


 


(b)The
Trustee may resign at any time with respect to the Contingent Convertible Capital Securities of one or more series by giving written
notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by ‎Section



 




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7.12 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Contingent Convertible Capital Securities of such series.


 


(c)The
Trustee may be removed at any time with respect to the Contingent Convertible Capital Securities of any series by Act of the Holders
of a majority in Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of such series delivered to
the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by ‎Section
7.12 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee may petition
at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Contingent Convertible Capital Securities of such series.


 


(d)If
at any time:


 


(i)the
Trustee shall fail to comply with ‎Section
7.09 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Contingent Convertible
Capital Security of the series as to which the Trustee has a conflicting interest for at least six months, or


 


(ii)the
Trustee shall cease to be eligible under ‎Section
7.10 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of
a Contingent Convertible Capital Security for at least six months, or


 


(iii)the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed
or any public officer shall take charge, or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or


 


(iv)the
Trustee shall fail to perform its obligations to the Company under the Contingent Convertible Capital Securities Indenture in
any material respect, 


 


then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect
to any or all series of Contingent Convertible Capital Securities or (ii) subject to ‎Section
6.15 (and except in the case of subparagraph (d)(iv) above), any Holder who has been a bona fide Holder of a Contingent Convertible
Capital Security for at least six months (and, in the case of ‎(i)
above, who is a Holder of a Contingent Convertible Capital Security of the series as to which the Trustee has a conflicting interest)
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Contingent Convertible Capital Securities and the appointment of a successor Trustee or Trustees.


 




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(e)If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Contingent Convertible Capital Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the Contingent Convertible Capital Securities of such series
(it being understood that any successor Trustee may be appointed with respect to the Contingent Convertible Capital Securities
of one or more or all of such series and at any time there shall be only one Trustee with respect to the Contingent Convertible
Capital Securities of any particular series), and shall comply with the applicable requirements of ‎Section
7.12. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Contingent Convertible Capital Securities of any series shall be appointed by Act of the Holders of a majority
in Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of ‎Section
7.12, become the successor Trustee with respect to the Contingent Convertible Capital Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Contingent Convertible Capital
Securities of any series shall have been so appointed by the Company or the Holders of Contingent Convertible Capital Securities
of such series and accepted appointment in the manner hereinafter required by ‎Section
7.12, any Holder who has been a bona fide Holder of a Contingent Convertible Capital Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Contingent Convertible Capital Securities of such series.


 


(f)The
Company shall give notice to Holders of each resignation and each removal of the Trustee with respect to the Contingent Convertible
Capital Securities of any series and each appointment of a successor Trustee with respect to the Contingent Convertible Capital
Securities of any series to the Holders in the manner and to the extent provided in ‎Section
1.06. Each notice shall include the name of the successor Trustee with respect to the Contingent Convertible Capital Securities
of such series and the address of its Corporate Trust Office.


 


Section 7.12.Acceptance of Appointment
by Successor.


 


(a)In
case of the appointment hereunder of a successor Trustee with respect to all Contingent Convertible Capital Securities, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges
and subject to its lien provided for in ‎Section
7.08, execute and deliver an instrument transferring to such successor Trustee, all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and 


 




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deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


 


(b)In
case of the appointment hereunder of a successor Trustee with respect to the Contingent Convertible Capital Securities of one or
more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Contingent Convertible
Capital Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Contingent Convertible Capital Securities of such series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Contingent Convertible Capital Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Contingent Convertible Capital Securities of such series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Contingent Convertible Capital
Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than
one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Contingent Convertible Capital Securities of such series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Contingent
Convertible Capital Securities of such series to which the appointment of such successor Trustee relates, subject to the lien provided
for in ‎Section 7.08.


 


(c)Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph ‎(a)
or ‎(b) of this Section, as the case may be.


 


(d)No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this ‎Article 7.


 


Section 7.13.Merger, Conversion,
Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder,


 




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provided such Person shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Contingent Convertible Capital Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Contingent Convertible Capital Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Contingent Convertible Capital Securities.


 


Section 7.14.Preferential Collection
of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Contingent Convertible
Capital Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).


 


Section 7.15.Appointment of Authenticating
Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one or more series of Contingent
Convertible Capital Securities which shall be authorized to act on behalf of the Trustee to authenticate Contingent Convertible
Capital Securities of such series upon original issue, or issued upon exchange, registration of transfer or partial redemption
thereof or in lieu of destroyed, lost or stolen Contingent Convertible Capital Securities, and Contingent Convertible Capital Securities
so authenticated shall be entitled to the benefits of this Contingent Convertible Capital Securities Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Contingent Convertible
Capital Securities Indenture to the authentication and delivery of Contingent Convertible Capital Securities by the Trustee or
the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking
association organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.


 


Any Person into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business
of an Authenticating Agent,


 




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shall continue to be an Authenticating Agent,
provided such Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice to the Holders of Contingent Convertible Capital Securities in the manner and to the extent
provided in ‎Section 1.06.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


 


The Company
agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ‎Section
7.15.


 


If an appointment with respect to one or
more series is made pursuant to this Section, the Contingent Convertible Capital Securities of such series may have endorsed thereon,
in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantively the following
form:


 


This is one of the Contingent Convertible
Capital Securities referred to in the within-mentioned Contingent Convertible Capital Securities Indenture.


 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	as Authenticating Agent
	 	 	 


	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Section 7.16.Appointment
of Additional Trustees. The Company may appoint a Trustee for a particular series of Contingent Convertible Capital Securities
other than the Trustee named in the first paragraph of this Contingent Convertible Capital Securities Indenture by executing and
delivering an indenture supplemental hereto where such Trustee accepts such appointment as contemplated by ‎Section
10.01(l) (it being understood that at any time there shall be only one Trustee with respect to the Contingent Convertible Capital
Securities of any particular series); provided that, at the time of such 


 




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acceptance, such Trustee shall be qualified
and eligible under this Article 6. Upon such acceptance, such Trustee shall be vested with all the rights, powers, trusts and duties
of a Trustee under this Contingent Convertible Capital Securities Indenture with respect to the Contingent Convertible Capital
Securities of such series.


 


Section 7.17.Tax Withholding.
Any amounts to be paid by the Company on the Contingent Convertible Capital Securities shall be paid net of any deduction or withholding
imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of
the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement)
(a “FATCA Withholding Tax”), and the Company shall not be required to pay Additional Amounts on account of any
FATCA Withholding Tax.


 


Any Paying
Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Contingent Convertible Capital
Securities and the Contingent Convertible Capital Securities Indenture for or on account of (i) any present or future taxes, duties
or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable
Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant
to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. In all cases, the Paying Agent
shall have no obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition,
amounts deducted or withheld by the Paying Agent as described in this paragraph will be treated as paid to the Holder of the Contingent
Convertible Capital Securities, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except
to the extent required under ‎Section 11.04.


 


Article
8

Holders Lists and Reports by Trustee and Company


 


Section 8.01.Company to Furnish Trustee
Names and Addresses of Holders. The Company, with respect to any series of Contingent Convertible Capital Securities, will
furnish or cause to be furnished to the Trustee


 


(a)not
more than 15 days after each Regular Record Date (or after each of the dates to be specified for such purpose for non- Distribution
bearing Contingent Convertible Capital Securities and Contingent Convertible Capital Securities on which Distribution Dates occur
less frequently than quarterly as contemplated by ‎Section
3.01), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Contingent Convertible
Capital Securities as of such Regular Record Date or such specified date, and


 




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(b)at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.


 


The Company
need not furnish or cause to be furnished to the Trustee pursuant to this ‎Section
8.01 the names and addresses of Holders of Contingent Convertible Capital Securities so long as the Trustee acts as Contingent
Convertible Capital Security Registrar with respect to such series of Contingent Convertible Capital Securities.


 


Section 8.02.Preservation of Information;
Communication to Holders.


 


(a)The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in
the most recent list furnished to the Trustee as provided in ‎Section
8.01 and (ii) received by the Trustee in its capacity as Paying Agent or Contingent Convertible Capital Security Registrar (if
so acting). The Trustee may dispose of any list furnished to it as provided in ‎Section
8.01 upon receipt of a new list so furnished.


 


(b)The
rights of the Holders of Contingent Convertible Capital Securities of any series to communicate with other Holders with respect
to their rights under this Contingent Convertible Capital Securities Indenture or under the Contingent Convertible Capital Securities,
and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


(c)Every
Holder, by receiving and holding a Contingent Convertible Capital Security, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders in accordance with ‎Section
8.02(b) or otherwise made pursuant to the Trust Indenture Act.


 


Section 8.03.Reports by Trustee.


 


(a)On
or before May 15 in each year following the date hereof, so long as any Contingent Convertible Capital Securities are Outstanding
hereunder, the Trustee shall transmit to Holders as provided in the Trust Indenture Act a brief report dated as of a date required
by and in compliance with the Trust Indenture Act.


 


(b)A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange
upon which the Trustee has been notified that the Contingent Convertible Capital Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when Contingent Convertible Capital Securities are listed on any securities
exchange.


 


 




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(c)The
Trustee may conclusively presume that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act or otherwise is complying with such reporting requirements unless and until a Responsible Officer of the Trustee receives at
the Corporate Trust Office of the Trustee a written notification from the Company stating otherwise. The Trustee shall have no
duty to examine any information, reports or other documents filed by the Company pursuant to Section 13 or 15(d) of the Exchange
Act, and need make no determination as to whether they comply with the requirements of this ‎‎Section
8.03, its sole duty in respect thereof being to place them in its files and make them available for inspection by any Holder upon
reasonable request during normal business hours.


 


Section 8.04.Reports by Company.


 


The Company shall:


 


(a)file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant
to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of
any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate);


 


(b)file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this
Contingent Convertible Capital Securities Indenture as may be


 




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required from time to time by such rules and
regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on an Officer’s Certificate); and


 


(c)transmit
to Holders, in the manner and to the extent required by the Trust Indenture Act, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs ‎8.04(a)
and ‎8.04(b) of this Section as may be required
by rules and regulations prescribed from time to time by the Commission.


 


Article
9

Consolidation, Merger, Conveyance or Transfer


 


Section 9.01.Company May Consolidate,
Etc., Only on Certain Terms.


 


The Company may, without the
consent of Holders of any Contingent Convertible Capital Securities of any series Outstanding under this Contingent
Convertible Capital Securities Indenture, consolidate or amalgamate with or merge into any other corporation or convey or
transfer or lease its properties and assets substantially as an entirety to any Person, provided that:


 


(a)any successor corporation formed by any consolidation, amalgamation or merger, or any transferee or lessee
of the Company’s assets, (i) shall be a company organized and existing under the laws of any part of the European Union,
and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in the case of the
Company, in form satisfactory to the Trustee, the due and punctual payment of the Liquidation Preference and Distributions and
Additional Amounts, if any, on all the Contingent Convertible Capital Securities in accordance with the provisions of such Contingent
Convertible Capital Securities and this Contingent Convertible Capital Securities Indenture and the performance of every covenant
of this Capital Indenture on the part of the Company to be performed or observed;


  


(b)immediately
after giving effect to such consolidation, amalgamation, merger, conveyance or transfer, no Enforcement Event and no event which,
after notice or lapse of time or both, would become an Enforcement Event, shall have occurred and be continuing; and


 


(c)the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 




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Section 9.02.Successor Corporation
Substituted. In the event of any merger, consolidation, sale, conveyance permitted by Section 9.01 above, Additional Amounts
under the Contingent Convertible Capital Securities will thereafter be payable in respect of taxes imposed by the acquiring corporation’s,
or the resulting corporation’s, jurisdiction of incorporation or tax residence (subject to exceptions equivalent to those
that apply to the obligation to pay Additional Amounts pursuant to Section 11.04 in respect of taxes imposed by the laws of the
Kingdom of Spain) rather than taxes imposed by the Kingdom of Spain. Additional Amounts with respect to payments of Distributions
or Liquidation Preference due prior to the date of such merger, consolidation, sale, conveyance or lease will be payable only in
respect of taxes imposed by the Kingdom of Spain. The acquiring or resulting corporation, as the case may be, will also be entitled
to redeem the Contingent Convertible Capital Securities in the circumstances described in Section 12.08 with respect to any change
or amendment to, or change in the application or official interpretation of the laws or regulations of such jurisdiction, which
change or amendment must occur subsequent to the date of any merger, consolidation, sale or conveyance or lease permitted by Section
9.01 if the successor entity is not incorporated or tax resident in the Kingdom of Spain. In the event of assumption of the Company’s
obligations in connection with a merger, consolidation, sale or conveyance of substantially all of its assets, the Company shall
be released from all obligations and covenants under this Contingent Convertible Capital Securities Indenture or the Contingent
Convertible Capital Securities, as the case may be, and the successor corporation formed by such consolidation or amalgamation
or into which the Company is merged or to which such conveyance or transfer is made shall succeed to and be substituted for, and
may exercise every right and power of, the Company under this Contingent Convertible Capital Securities Indenture with the same
effect as if such successor corporation had been named as the Company.


 


Section 9.03.Assumption of Obligations.
Subject to the prior consent of the European Central Bank, if required, a holding company of the Company may assume the obligations
of the Company under the Contingent Convertible Capital Securities without the consent of the Holders of the Contingent Convertible
Capital Securities of such series, provided that:


 


(a)the
successor entity shall expressly assume such obligations by an amendment to the Contingent Convertible Capital Securities Indenture,
executed by the Company and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee;


 


(b)immediately
after giving effect to such assumption of obligations, no Enforcement Event and no event which, after notice or lapse of time or
both, would become an Enforcement Event, shall have occurred and be continuing; and


 


(c)the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption
complies with this Article and that all conditions precedent herein provided for relating to such assumption have been complied
with.


 




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Upon any such assumption, the successor
entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Contingent Convertible
Capital Securities Indenture with respect to any such Contingent Convertible Capital Securities with the same effect as if such
successor entity had been named as the Company in this Contingent Convertible Capital Securities Indenture, and the Company or
any legal and valid successor corporation which shall theretofore have become such in the manner prescribed herein, shall be released
from all liability as obligor upon any such Contingent Convertible Capital Securities except as described in the following paragraph.


 


In the event
of any assumption, Additional Amounts under the Contingent Convertible Capital Securities of such series will be payable in respect
of taxes imposed by the assuming corporation’s jurisdiction of incorporation or tax residence (subject to exceptions equivalent
to those that apply to the obligation to pay Additional Amounts pursuant to ‎Section
11.04 in respect of taxes imposed by the laws of the Kingdom of Spain) on payments of Distributions or Liquidation Preference made
on or subsequent to the date of such assumption. Additional Amounts with respect to payments of Distributions or Liquidation Preference
due prior to the date of such assumption will be payable only in respect of taxes imposed by the Kingdom of Spain. The assuming
corporation will also be entitled to redeem the Contingent Convertible Capital Securities of such series in the circumstances described
in ‎Section 12.08 with
respect to any change or amendment to, or change in the application or official interpretation of the laws or regulations of such
jurisdiction, which change or amendment must occur subsequent to the date of any such assumption if the assuming entity is not
incorporated or tax resident in the Kingdom of Spain. In the event of any such assumption, all obligations of the Company under
the Contingent Convertible Capital Securities of such series shall immediately be discharged.


 


Article
10

Supplemental Indentures


 


Section 10.01.Supplemental Indenture
without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:


 


(a)to
evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the
Company herein and in the Contingent Convertible Capital Securities;


 


(b)to
add to the covenants of the Company for the benefit of the Holders of all or any series of Contingent Convertible Capital Securities
(and, if such covenants are to be for the benefit of fewer than all series of Contingent Convertible Capital Securities, stating
that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein
conferred upon the Company;


 




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(c)to
add any additional Enforcement Events;


 


(d)to
make changes to procedures relating to Trigger Conversion, delivery of the Common Shares, or ADSs, as applicable;


 


(e)to
change or eliminate any of the provisions of this Contingent Convertible Capital Securities Indenture, or any supplemental indenture,
provided that any such change or elimination shall become effective only when there is no outstanding Contingent Convertible Capital
Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision
or as to which such supplemental indenture would apply;


 


(f)to
secure the Contingent Convertible Capital Securities;


 


(g)to
establish the form or terms of Contingent Convertible Capital Securities of any series as permitted by Sections ‎2.01
or ‎3.01;


 


(h)to
change any Place of Payment, so long as the Place of Payment as required by ‎Section 3.01 is maintained in The City
of New York;


 


(i)to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein or in any supplemental indenture;


 


(j)to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Contingent Convertible
Capital Securities of one or more series and to add to or change any of the provisions of this Contingent Convertible Capital
Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than
one Trustee, pursuant to the requirements of ‎Section 7.12(b); 


 


(k)to
change or eliminate any provision of this Contingent Convertible Capital Securities Indenture as permitted by ‎Section
1.08


 


(l)to
name a Trustee for a particular series of Contingent Convertible Capital Securities other than the Trustee named in the first
paragraph of this Contingent Convertible Capital Securities Indenture and to provide for the appropriate changes related to such
appointment for a particular series of Contingent Convertible Capital Securities; 


 


(m)with
respect to any Contingent Convertible Capital Security (including a Global Security) issued on or after the date hereof, to amend
any such Contingent Convertible Capital Security to conform to the description of the terms of such Contingent Convertible Capital
Security in the prospectus, prospectus supplement, product supplement, pricing supplement or any other similar offering document
related to the offering of such Contingent Convertible Capital Security; or


  


(n)to
change or modify any provision of the Contingent Convertible Capital Securities Indenture as necessary to ensure that the Contingent
Convertible Capital Securities of any series shall be convertible into ordinary shares of Newco in the event of a Newco Scheme.


 




 




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Section 10.02.Supplemental Indentures
with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate Liquidation Preference of
the Outstanding Contingent Convertible Capital Securities of each series affected by such supplemental Contingent Convertible Capital
Securities Indenture (voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Contingent Convertible Capital Securities
Indenture or of modifying in any manner the rights of the Holders of Contingent Convertible Capital Securities of such series under
this Contingent Convertible Capital Securities Indenture; provided, however, that no such supplemental indenture may, without the
consent of the Holder of each Outstanding Contingent Convertible Capital Security affected thereby,


 


(a)change
the terms of any Contingent Convertible Capital Security to reduce the Liquidation Preference payable upon the redemption of, or
the Distributions payable on any Contingent Convertible Capital Security, or change the obligation of the Company (or its successor)
to pay Additional Amounts pursuant to ‎Section
11.04 (except as contemplated by ‎Section
9.01(a) and permitted by ‎Section 10.01(a))
on the Contingent Convertible Capital Securities, or the currency of payment of the Liquidation Preference or Distributions on
any such Contingent Convertible Capital Security, or change the Place of Payment, or impair the right to institute suit for the
enforcement of any such payment when due and payable on or with respect to any Contingent Convertible Capital Security, or modify
the calculation of and any adjustment to, the Conversion Price; or


 


(b)reduce
the percentage in aggregate Liquidation Preference of the Outstanding Contingent Convertible Capital Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Contingent Convertible Capital Securities Indenture or of certain defaults
hereunder and their consequences) provided for in this Contingent Convertible Capital Securities Indenture, or


 


(c)modify
any of the provisions of this ‎Section 10.02
except to increase any such percentage or to provide that certain other provisions of this Contingent Convertible Capital Securities
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Contingent Convertible Capital Security
affected thereby; 


 




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provided,
however, that this subsection shall not be deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections ‎7.12(b)
and Section ‎10.01(l), or


 


(d)change
in any manner adverse to the interests of the Holders of any Contingent Convertible Capital Securities the subordination provisions
of the Contingent Convertible Capital Securities or the terms and conditions of the obligations of the Company in respect of the
due and punctual payment of any amounts due and payable on the Contingent Convertible Capital Securities.


 


It shall not be necessary for any Act of
Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such Act shall approve the substance thereof.


 


A supplemental indenture which changes or
eliminates any covenant or other provision of this Contingent Convertible Capital Securities Indenture which has expressly been
included solely for the benefit of one or more particular series of Contingent Convertible Capital Securities, or which modifies
the rights of the Holders of Contingent Convertible Capital Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Contingent Convertible Capital Securities Indenture of the Holders of Contingent
Convertible Capital Securities of any other series.


 


Section 10.03.Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this Contingent Convertible Capital Securities Indenture,
the Trustee shall be entitled to receive, and (subject to ‎Section
7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Contingent Convertible Capital Securities Indenture and constitutes a legal, valid and binding
obligation of the Company, subject to customary exceptions. The Trustee may, but shall not be obliged to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Contingent Convertible Capital Securities
Indenture or otherwise.


 


Section 10.04.Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture under this Article, this Contingent Convertible Capital Securities
Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Contingent Convertible
Capital Securities Indenture for all purposes; and every Holder of Contingent Convertible Capital Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby, except as otherwise expressed therein.


 


Section 10.05.Conformity with Trust
Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.


 




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Section 10.06.Reference in Contingent
Convertible Capital Securities to Supplemental Indentures. Contingent Convertible Capital Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Contingent Convertible Capital Securities of any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and executed by the Company and such Contingent Convertible
Capital Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Contingent Convertible Capital
Securities of such series.


 


Article
11

Covenants


 


Section 11.01.Payment of Liquidation Preference and Distributions.
The Company covenants and agrees for the benefit of each series of Contingent Convertible Capital Securities that it will duly
and punctually pay the Liquidation Preference of and Distributions on, if any (subject to the subordination provisions of Section
13.01 and Section 3.01) on the Contingent Convertible Capital Securities of that series when due and payable in accordance with
the terms of the Contingent Convertible Capital Securities and this Contingent Convertible Capital Securities Indenture. Except
as otherwise specified, as contemplated by ‎Section 3.01 hereof, the Trustee shall act as Principal Paying Agent with respect
to any series of Contingent Convertible Capital Securities.


 


Section 11.02.Maintenance
of Office or Agency. The Company will maintain in each Place of Payment for any series of Contingent Convertible Capital Securities
an office or agency where Contingent Convertible Capital Securities of that series may be presented or surrendered for payment,
where Contingent Convertible Capital Securities of that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Contingent Convertible Capital Securities of that series and
this Contingent Convertible Capital Securities Indenture may be served; provided, however, that at the option of the Company in
the case of definitive Contingent Convertible Capital Securities of such series, payment of any Distributions thereon may be made
by check mailed to the address of the Person entitled herein as such address shall appear in the Contingent Convertible Capital
Security Register. With respect to the Contingent Convertible Capital Securities of any series, such office or agency in each
Place of Payment shall be specified as contemplated by ‎Section 3.01, and if not so specified, initially shall be 225 Liberty
Street, New York, New York, 10286. Unless otherwise specified pursuant to ‎Section 3.01, the Company will maintain in the
Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Company in respect of
Contingent Convertible Capital Securities of any series and this Contingent Convertible Capital Securities Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish 


 




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the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company
hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.


 


The Company may also from time to time designate
one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York) where the Contingent Convertible
Capital Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company
of any obligation to maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for
Contingent Convertible Capital Securities of any series for such purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency.


 


Section 11.03.Money for Distributions
to be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Contingent Convertible Capital
Securities of any series, it will, on or before each due date, if any, for payment of the Liquidation Preference or Distributions
on any of the Contingent Convertible Capital Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the Liquidation Preference or Distributions so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act.


 


Whenever the
Company shall have one or more Paying Agents for any series of Contingent Convertible Capital Securities, it will, prior to any
due date for payment of the Liquidation Preference or Distributions on any Contingent Convertible Capital Securities of that series
deposit with a Paying Agent a sum sufficient to pay the Liquidation Preference or Distributions so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such Liquidation Preference or Distributions, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action or its failure so to act. Unless otherwise specified
as contemplated by ‎Section
3.01, the Trustee shall be the Company’s Paying Agent. The Company will cause each Paying Agent for any series of Contingent
Convertible Capital Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:


 


(a)hold
all sums held by it for the payment of the Liquidation Preference or Distributions on Contingent Convertible Capital Securities
of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;


 


(b)give
the Trustee notice of any default by the Company (or any other obligor upon the Contingent Convertible Capital Securities of that
series) in the making of any


 




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payment, when due and payable, or Liquidation
Preference or Distributions on Contingent Convertible Capital Securities of that series; and


 


(c)at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 


The Company may at the time, for the purpose
of obtaining the satisfaction and discharge of this Contingent Convertible Capital Securities Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee such Paying Agent shall be released from all further liability
with respect to such money.


 


Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the Liquidation Preference or Distributions on any Contingent
Convertible Capital Security of any series and remaining unclaimed for two years after such Liquidation Preference or Distributions
have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Contingent Convertible Capital Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published at least
once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to
the Company.


 


Section 11.04.Additional Amounts.


 


(a)Unless
otherwise specified pursuant to Section 3.01, all payments of Distributions and other amounts payable in respect of Contingent
Convertible Capital Securities by the Company will be made free and clear of and without withholding or deduction for or on account
of any present or future taxes, duties, assessments or governmental charges (collectively “Taxes”) of whatever nature
imposed or levied by or on behalf of Spain or any political subdivision thereof or any authority or agency therein or thereof having
power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law.
In that event, the Company shall pay, in respect of any withholding or deduction imposed on payments of Distributions only (and
not Liquidation Preference), such additional amounts (“Additional Amounts”) as will result in Holders of any
series of outstanding Contingent Convertible Capital Securities receiving such amounts as they would have received had no such
withholding or deduction been required.


 




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(b)The
Company shall not be required to pay any Additional Amounts in relation to any payment in respect of any Contingent Convertible
Capital Security:


 


(i)to,
or to a third party on behalf of, a Holder if the Holder or the beneficial owner of Contingent Convertible Capital Securities
of any series is liable for such Taxes in respect of such Contingent Convertible Capital Security by reason of his having some
connection with Spain other than the mere holding of such Contingent Convertible Capital Security; or


 


(ii)to,
or to a third party on behalf of, a Holder in respect of whose Contingent Convertible Capital Securities the Company does not
receive such information as may be required in order to comply with the applicable Spanish tax reporting obligations (as amended
or restated from time to time), including but not limited to the receipt in a timely manner of a duly executed and completed certificate
in accordance with Law 10/2014 and Royal Decree 1065/2007, as amended, and any implementing legislation or regulation; or


 


(iii)to,
or to a third party on behalf of, a Holder if the Holder or the beneficial owner of Contingent Convertible Capital Securities
of any series failed to make any necessary claim or to comply with any certification, identification or other requirements concerning
the nationality, residence, identity or connection with the taxing jurisdiction of such Holder or beneficial owner, if such claim
or compliance is required by statute, treaty, regulation or administrative practice of the taxing jurisdiction of the Company
as a condition to relief or exemption from such taxes; or


 


(iv)presented
for payment (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the relevant
Holder would have been entitled to such Additional Amounts on presenting the same for payment on the expiry of such period of
30 days; or


 


(v)where
the withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC or any Directive amending, supplementing
or replacing such Directive, or any law implementing or complying with, or introduced in order to conform to, such Directive;
or


 


(vi)presented
for payment (where presentation is required) by or on behalf of a Holder of a Contingent Convertible Capital Security who would
have been able to avoid such withholding or deduction by presenting the Contingent Convertible Capital Security to another paying
agent in a Member State of the European Union; or


 


(vii)to,
or to a third party on behalf of, individuals resident for tax purposes in the Kingdom of Spain; or


  


(viii)to, or to a third party
on behalf of, a Spanish-resident legal entity subject to Spanish corporation tax if the Spanish tax authorities determine that
the Contingent Convertible Capital Securities of any series do not comply with


 




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exemption requirements specified
in the Reply to a Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated 27 July 2004
and require a withholding to be made; or


 


(ix)where the withholding
or deduction is required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections
1471 through 1474 of the Code (“FATCA”), any regulations or agreements thereunder, any official interpretations thereof,
any intergovernmental agreements with respect thereto (including the intergovernmental agreement between the United States and
Spain on the implementation of FATCA), or any law implementing an intergovernmental agreement or any regulations or official interpretations
relating thereto.


 


(c)In addition, Additional Amounts will not be payable with respect to any Taxes that are imposed in respect
of any combination of the items listed in (b)(i) through (b)(ix) set forth above.


  


(d)Additional
Amounts will also not be paid with respect to any payment to a Holder who is a fiduciary, a partnership, a limited liability company
or person other than the sole beneficial owner of that payment, to the extent that payment would be required by the laws of Spain
(or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect
to the fiduciary, a member of that partnership, an interest holder in that limited liability company or a beneficial owner who
would not have been entitled to the Additional Amounts had it been the Holder.


 


For the purposes
of this ‎Section 11.04:


 


“Relevant Date” means, in respect of any
payment, the date on which such payment first becomes due and payable, except that, if the full amount of the moneys payable has
not been duly received by the Principal Paying Agent on or prior to such due date, it means the date on which, the full amount
of such moneys having been so received and being available for payment to Holders, notice to that effect is duly given to the Holders
in accordance with Section 1.06.


 





In the event that any withholding or deduction for or on account
of any taxes by the Company is required, at least 10 days prior to each date of payment of Liquidation Preference of or Distributions
on the relevant series of Contingent Convertible Capital Securities, or, if later, promptly after the obligation to withhold or
deduct becomes known to the Company, the Company will furnish to the Trustee and the Paying Agent, if other than the Trustee, an
Officer’s Certificate specifying the amount required to be withheld or deducted on such payments to such Holders, certifying
that the Company shall pay such amounts required to be withheld to the appropriate taxing jurisdiction and certifying to the fact
that the Additional Amounts will be payable and the amounts so payable to each Holder, and that the Company will pay to the Trustee
or the Paying Agent the Additional Amounts required to be paid; provided that no such Officer’s Certificate will be required
prior to any date of payment of Liquidation Prefrence of or Distributions on such Contingent Convertible Capital Securities if
there has been no change with respect to the matters set forth in a prior Officer’s Certificate. The Trustee and Paying Agent
may rely on the fact that any Officer’s Certificate contemplated by this paragraph has not been furnished as evidence of
the fact that no withholding or deduction for or on account of any taxes is required. The Company covenants to indemnify the Trustee
and Paying Agent for and to hold them harmless against any loss, liability or expense reasonably incurred without negligence or
bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any such Officer’s
Certificate furnished pursuant to this paragraph or on the fact that any Officer’s Certificate contemplated by this paragraph
has not been furnished.


 







 




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Except where the context requires otherwise,
any references in this Contingent Convertible Capital Securities Indenture to Distributions in respect of the Contingent Convertible
Capital Securities shall include any Additional Amounts payable with respect thereto.


 


Section 11.05.Corporate
Existence. Subject
to ‎Article 9, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence, provided, however, that the foregoing shall not obligate the Company to preserve any such
right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of its business
and that the loss thereof is not disadvantageous in any material respect to any Holder.


  


Section 11.06.Statement as to Compliance.
The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate in compliance with Section
314(a)(4) of the Trust Indenture Act.


 


Article
12

Redemption and Repurchase of Contingent Convertible Capital Securities


 


Section 12.01.Applicability
of Article. Contingent Convertible Capital Securities of any series shall be redeemable in accordance with their terms and
(except as otherwise specified pursuant to ‎Section
3.01 for Contingent Convertible Capital Securities of any series) in accordance with this Article. Contingent Convertible Capital
Securities of any series may not be redeemed except in accordance with provisions of the Applicable Banking Regulations. The Contingent
Convertible Capital Securities of any series may not be redeemed in whole or in part at the option of the Holder thereof.


 


Section 12.02.Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Contingent Convertible Capital Securities shall be
evidenced by a Board Resolution. Unless otherwise provided as contemplated by ‎Section 3.01 with respect to any series
of Contingent Convertible Capital Securities, the Company shall, at least 30 days prior, but not more than 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the Liquidation Preference of Contingent Convertible Capital Securities of such series to be redeemed.
In the case of any redemption of Contingent Convertible Capital Securities of any series prior to the expiration of any provision
restricting such redemption provided in the terms of such Contingent Convertible Capital Securities or elsewhere in this Contingent
Convertible Capital Securities Indenture, the Company shall furnish the Trustee with respect to such Contingent Convertible Capital
Securities with an Officer’s Certificate evidencing compliance with or waiver of such provision.


 




 




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Section 12.03.Selection by
Trustee of Contingent Convertible Capital Securities to be Redeemed. If less than all the Contingent Convertible Capital
Securities of any series are to be redeemed, the particular Contingent Convertible Capital Securities to be redeemed shall be
selected not less than 30 days nor more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Contingent Convertible Capital Securities of such series not previously called for redemption, pro rata, by lot or by such
method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Contingent Convertible Capital Securities of that series or any multiple
thereof) of the Liquidation Preference of Contingent Convertible Capital Securities of such series of a denomination larger
than the minimum authorized denomination for Contingent Convertible Capital Securities of that series. Redemption in
accordance with regulations of the list authority, stock exchange and/or quotation system shall conform to the
prospectus.


 


The Trustee shall promptly notify the Company
in writing of the Contingent Convertible Capital Securities selected for redemption and, in the case of any Contingent Convertible
Capital Securities selected for partial redemption, the Liquidation Preference thereof to be redeemed.


 


For all purposes of this Contingent Convertible
Capital Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of Contingent Convertible
Capital Securities shall relate in the case of any Contingent Convertible Capital Securities redeemed or to be redeemed only in
part, to the portion of the Liquidation Preference of such Contingent Convertible Capital Security which has been or
is to be redeemed.


 


Section 12.04.Redemption Procedures;
Notice of Redemption.


 


(a)The
decision to redeem the Contingent Convertible Capital Securities must be irrevocably notified by the Company to Holders of the
Contingent Convertible Capital Securities of such series upon not less than 30 nor more than 60 days’ notice prior to the
relevant redemption date (i) through the filing of a relevant event (hecho relevante) announcement with the CNMV and its
publication in accordance with the rules and regulations of any applicable stock exchange or other relevant authority and (ii)
in accordance with Section 1.06, and to the trustee at least five (5) Business Days prior to such date, unless a shorter notice
period shall be satisfactory to the Trustee.


 


(b)Any
notice of redemption will state: the redemption date; that on the redemption date the Redemption Price will, subject to the satisfaction
of the conditions set forth in this Contingent Convertible Capital Securities Indenture become due and payable upon each Contingent
Convertible Capital Security being redeemed and that, subject to certain exceptions, Distributions will cease to accrue on or after
that date; the place or places where the Contingent Convertible Capital Securities are to be surrendered for payment of the redemption
price; and the CUSIP, Common Code and/or ISIN number


 




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or numbers, if any, with respect to the Contingent
Convertible Capital Securities being redeemed.


 


(c)If
the Company gives notice of redemption of the Contingent Convertible Capital Securities of any series, then by 12:00 noon (London
time) on the relevant redemption date, the Company will:


 


(i)irrevocably deposit with
the Principal Paying Agent funds sufficient to pay the Redemption Price; and


 


(ii)give the Principal Paying
Agent irrevocable instructions and authority to pay the Redemption Price to the Holders.


 


(d)If
the notice of redemption has been given on any series of Contingent Convertible Capital Securities, and the funds deposited and
instructions and authority to pay given as required above, then on the date of such deposit:


 


(i)Distributions on the Contingent
Convertible Capital Securities of such series shall cease to accrue;


 


(ii)such Contingent Convertible
Capital Securities of such series will no longer be considered outstanding; and


 


(iii)the Holders of Contingent
Convertible Capital Securities of such series will no longer have any rights as holders except the right to receive the Redemption
Price.


 


(e)If
in connection with any series of Contingent Convertible Capital Securities either the notice of redemption has been given and the
funds are not deposited as required on the date of such deposit or if the Company improperly withholds or refuses to pay the Redemption
Price of the Contingent Convertible Capital Securities of such series, Distributions will continue to accrue, subject as provided
in Section 3.08 and Section 3.09, at the rate specified from (and including) the redemption date to (but excluding) the date of
actual payment of the Redemption Price.


 


(f)The
Company may not give a notice of redemption pursuant to this ‎Section
12.04 if a Trigger Event Notice has been given. If a Trigger Event Notice is given after a notice of redemption shall have been
given by the Company but before the redemption has occurred, such notice of redemption shall automatically be revoked and be null
and void and the relevant redemption shall not be made.


 


Section 12.05.Deposit
of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in ‎Section
11.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be a Distribution
Date) accrued but unpaid Distributions on, all the Contingent Convertible Capital Securities which are to be redeemed on that date.


 




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Section 12.06.Contingent
Convertible Capital Securities Payable on Redemption Date. Notice of redemption having been given as set forth in ‎Section
12.04, the Contingent Convertible Capital Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption
Price and Distributions, if any) such Contingent Convertible Capital Securities shall cease to accrue Distributions for the period
following the Redemption Date. Upon surrender of any such Contingent Convertible Capital Security for redemption in accordance
with ‎Section 12.04, such Contingent Convertible
Capital Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid Distributions, if any, accumulated to the Redemption Date; provided, however, that unless otherwise specified as contemplated by
‎Section 3.01, a Distribution which is payable
on a Distribution Date which is the Redemption Date, shall be payable to the Holders of such Contingent Convertible Capital Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according
to the terms of the Contingent Convertible Capital Securities and the provisions of ‎Section
3.07. Contingent Convertible Capital Securities in definitive form shall be presented for redemption to the Paying Agent. 


 


If any Contingent
Convertible Capital Security called for redemption shall not be so paid upon surrender thereof for redemption, the Contingent Convertible
Capital Security shall, until paid, continue to accrue Distributions from and after the Redemption Date in accordance with its
terms and the provisions of ‎Section
3.07.


 


Section 12.07.Contingent Convertible
Capital Securities Redeemed In Part. Any Contingent Convertible Capital Security which is to be redeemed only in part shall
be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Contingent Convertible Capital Security without service charge, a new Contingent Convertible Capital Security or Contingent Convertible
Capital Securities of the same series of any authorized denomination as requested by such Holder, in Liquidation Preference equal
to and in exchange for the unredeemed portion of the Liquidation Preference of the Contingent Convertible Capital Security so surrendered.


 


Section 12.08.Optional Redemption Due To Changes In Tax Treatment.
Unless otherwise provided as contemplated by Section 3.01 with respect to the Contingent Convertible Capital Securities of any
series, if, on or after the date of issuance of any series of Contingent Convertible Capital Securities, (i) there is a Tax Event,
and (ii) such circumstances are evidenced by the delivery by the Company to the Trustee of a certificate signed by two directors
of the Company stating that the said circumstances prevail and describing the facts leading thereto and a copy of the Regulator’s
consent to the redemption, the Contingent Convertible Capital Securities of such series may be redeemed, in whole but not in part,
at the option of the Company, subject to the prior consent of the Regulator and otherwise in accordance with Applicable Banking
Regulations then in force, at any time, at the Redemption Price per Contingent Convertible Capital Security.


  


Section 12.09.Optional Redemption
Due To Capital Event. Unless otherwise provided as contemplated by Section 3.01 with respect to the Contingent Convertible


 




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Capital Securities of any series, if, on or
after the issue date of the Contingent Convertible Capital Securities of any series, (i) there is a Capital Event, and (ii) such
circumstances are evidenced by the delivery by the Company to the trustee of a certificate signed by two directors of the Company
stating that the said circumstances prevail and describing the facts leading thereto and a copy of the Regulator’s consent
to the redemption, the Contingent Convertible Capital Securities of such series may be redeemed, in whole but not in part, at the
option of the Company, subject to the prior consent of the Regulator and otherwise in accordance with Applicable Banking Regulations
then in force, at any time, at the Redemption Price.


 


Section 12.10.Repurchase of Contingent Convertible Capital Securities.
(a) Unless otherwise provided as contemplated by Section 3.01 with respect to the Contingent Convertible Capital Securities
of any series, the Company or any member of the Group, may repurchase or otherwise acquire any of the outstanding Contingent Convertible
Capital Securities of any series at any price in the open market or otherwise in accordance with Applicable Banking Regulations
in force at the relevant time, and subject to the consent of the Regulator.


  


(b)Notwithstanding
any other provision of Section 4.06 and subject to compliance with the provisions of the Spanish Companies Act and/or with any
Applicable Banking Regulations, the Company or any member of the Group may exercise such rights as it may from time to time enjoy
to purchase or redeem or buy back any shares of the Company (including Common Shares) or any depositary or other receipts or certificates
representing the same without the consent of the Holders.


 


Section 12.11.Optional Redemption.
Unless otherwise provided as contemplated by Section 3.01 with respect to the Contingent Convertible Capital Securities of
any series, the Contingent Convertible Capital Securities of any series may be redeemed by the Company in whole but not in part,
in accordance with Applicable Banking Regulations in force at the relevant time, and subject to the consent of the Regulator.


 







Section 12.12.Cancelled
Distributions Not Payable Upon Redemption. Any Distributions that have been cancelled or deemed cancelled pursuant to Sections
‎3.08 or ‎3.09 hereof shall not be payable if the Contingent Convertible Capital Securities are redeemed
pursuant to Sections ‎12.08, ‎12.09 or ‎12.10 hereof.


 




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Article
13

Subordination of Contingent Convertible Capital Securities


 





Section 13.01.Contingent
Convertible Capital Securities Subordinate to Senior Claims. (a) Unless previously converted into Common Shares pursuant
‎Section 4.01, the Contingent Convertible Capital Securities of any series are unsecured and subordinated obligations
of the Company and rank (i) senior to (A) those subordinated obligations which qualify as more subordinated claims pursuant to
Articles 92.3 to 92.7 of the Spanish Insolvency Law, or equivalent legal provisions which replace them in the future and (B) the
Common Shares or (C) any other instruments issued or guaranteed by the Company ranking junior to the Contingent Convertible Capital
Securities, (ii) pari passu with each other and with any Parity Securities and (iii) junior to (A) any other liabilities
of the Company including subordinated liabilities other than Parity Securities and (B) instruments issued or guaranteed by the
Company ranking senior to the Contingent Convertible Capital Securities of any series.


 


(b) The Company agrees with respect to any series of
Contingent Convertible Capital Securities and each holder of Contingent Convertible Capital Securities of any series, by his or
her acquisition of a Contingent Convertible Capital Security, will be deemed to have agreed to the subordination as described in
this Section 13.01. Each such holder will be deemed to have irrevocably waived his or her rights of priority which would otherwise
be accorded to him or her under the laws of Spain, to the extent necessary to effectuate the subordination provisions of the Contingent
Convertible Capital Security. In addition, each holder of Contingent Convertible Capital Securities of any series by his or her
acquisition of the securities authorizes and directs the applicable trustee on his or her behalf to take such action as may be
necessary or appropriate to effectuate the subordination of the relevant Contingent Convertible Capital Securities as provided
in the Contingent Convertible Capital Securities Indenture and as summarized herein and appoints the Trustee his attorney-in-fact
for any and all such purposes.


 


(c)The Company may not issue, or guarantee
the issue of, any Parity Securities or other instruments equivalent to Parity Securities ranking, either directly or through a
guarantee, senior to the Contingent Convertible Capital Securities of any series, unless the terms and conditions of the Contingent
Convertible Capital Securities of such series are amended so as to rank pari passu with any such issue of senior securities.


 







Section 13.02.Waiver of Right of
Set-Off. Subject to applicable law, neither any holder or beneficial owner of the Contingent Convertible Capital Securities
of any series nor the Trustee acting on behalf of the holders of the Contingent Convertible Capital Securities of such series may
exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company in
respect of, or arising under, or in connection with, the Contingent Convertible Capital Securities of such series or the Contingent
Convertible Capital Securities Indenture and each Holder and beneficial owner of the Contingent Convertible Capital Securities
of such series, by virtue of its holding of any Contingent Convertible Capital Securities of such series or any interest therein,
and the Trustee acting on behalf of the holders of the Contingent


 




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Convertible Capital Securities of such
series, shall be deemed to have waived all such rights of set-off, compensation or retention. If, notwithstanding the above,
any amounts due and payable to any holder or beneficial owner of a Contingent Convertible Capital Security of any series or
any Distributions thereon by the Company in respect of, or arising under, the Contingent Convertible Capital Securities of
such series are discharged by set-off, such holder or beneficial owner shall, subject to applicable law, immediately pay an
amount equal to the amount of such discharge to the Company (or, if a Liquidation Event shall have occurred, the liquidator
or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to
such amount in trust (where possible) or otherwise for the Company (or the liquidator or administrator of the Company, as the
case may be) and, accordingly, any such discharge shall be deemed not to have taken place.


 


Section 13.03.Provisions Solely
to Define Relative Rights. The provisions of this Article 13 are and are intended solely for the purpose of defining the
relative rights of the Holders of the Contingent Convertible Capital Securities of each series on the one hand and the Senior
Creditors on the other hand. Nothing contained in this Article or elsewhere in this Contingent Convertible Capital Securities
Indenture or in such Contingent Convertible Capital Securities is intended to or shall (a) impair, as among the Company and
the Holders of the Contingent Convertible Capital Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of such claims the Liquidation Preference and Distributions on such
Contingent Convertible Capital Securities as and when the same shall become due and payable in accordance with their terms
and this Contingent Convertible Capital Securities Indenture; or (b) affect the relative rights against the Company of the
Holders of such Contingent Convertible Capital Securities; or (c) prevent the Trustee or the Holder of any Contingent
Convertible Capital Securities of the series from exercising all remedies otherwise permitted by applicable law upon default
under this Contingent Convertible Capital Securities Indenture, subject to the rights, if any, under this Article of the
Senior Creditors to receive cash, property or securities otherwise payable or deliverable to the Trustee or such holder.


 


Section 13.04.Trustee
to Effectuate Subordination. Each Holder of a Contingent Convertible Capital Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination of
the Contingent Convertible Capital Securities provided in this ‎Article 13 and appoints the Trustee his attorney-in-fact
for any and all such purposes.


 


Section 13.05.Trustee Not Fiduciary
for Senior Creditors. With respect to the Senior Creditors, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Contingent Convertible Capital Securities Indenture, and no implied
covenants or obligations with respect to the Senior Creditors shall be read into this Contingent Convertible Capital Securities
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the Senior Creditors and shall not
be liable to any such holders if it shall mistakenly pay over or distribute to Holders of Contingent Convertible Capital Securities
of the series or to the Company or to any other Person cash, property or securities to which any Senior Creditors shall be entitled
by virtue of this Article or otherwise.


 




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Section 13.06.Rights of Trustee as
Senior Creditor; Preservation of Trustee’s Rights. The Trustee in its individual or any other capacity shall be entitled
to all the rights set forth in this Article with respect to any claims of Senior Creditors which may at any time be held by it,
to the same extent as any other Senior Creditor, and nothing in this Contingent Convertible Capital Securities Indenture or the
Trust Indenture Act shall deprive the Trustee of any of its rights as such holder.


 


Nothing in
this Article shall apply to claims of, or payments to, the Trustee under or pursuant to ‎Section
6.08 and ‎Section 7.08.


 


Section 13.07.Article
Applicable to Paying Agents. At all times when a Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however,
that ‎Section 13.06 shall not apply to the
Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


Article
14

Spanish Bail-In and Resolution Actions


 


Section 14.01.Agreement and Acknowledgment
with Respect to the Exercise of the Spanish Bail-in Power. 


 


(a)Notwithstanding any other term of the Contingent Convertible Capital Securities of any series or any other
agreements, arrangements, or understandings between the Company and any Holder of the Contingent Convertible Capital Securities
of any series, by its acquisition of the Contingent Convertible Capital Securities of any series, each Holder (which, for the purposes
of this ‎Section 14.01, includes each Holder of a beneficial interest
in the Contingent Convertible Capital Securities of any series) acknowledges, accepts, consents to and agrees to be bound by:


  


(i)the effect of the exercise
of the Spanish Bail-in Power by the relevant resolution authority, which exercise may include and result in any of the following,
or some combination thereof:


 


(A)the reduction of all,
or a portion, of the Amounts Due on the Contingent Convertible Capital Securities of such series;


 


(B)the conversion of all,
or a portion, of the Amounts Due on the Contingent Convertible Capital Securities of such series into ordinary shares, other securities
or other obligations of the Company or another Person (and the issue to or conferral on the Holder of the Contingent Convertible
Capital Securities of such series of such shares, securities or obligations), including by means of an amendment, modification
or


 




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variation of the terms of the Contingent
Convertible Capital Securities of such series;


 





(C)the
cancellation of the Contingent Convertible Capital Securities of such series; 


 


(D)the
amendment or alteration of the Liquidation Preference of the Contingent Convertible Capital Securities of such series or amendment
of the amount of Distributions payable on the Contingent Convertible Capital Securities of such series, or the date on which the
Distributions become payable, including by suspending payment for a temporary period; and


 


(ii)the
variation of the terms of the Contingent Convertible Capital Securities of such series, if necessary, to give effect to the exercise
of the Spanish Bail-in Power by the relevant resolution authority.


 


(b)No
repayment or payment of Amounts Due on the Contingent Convertible Capital Securities of any series, will become due and payable
or be paid after the exercise of any Spanish Bail-in Power by the relevant resolution authority if and to the extent such amounts
have been reduced, converted, cancelled, amended or altered as a result of such exercise.


 


(c)Neither
a reduction or cancellation, in part or in full of the Amounts Due on, the conversion thereof into another security or obligation
of the Company or another person, as a result of the exercise of the Spanish Bail-in Power by the relevant resolution authority
with respect to the Company, nor the exercise of the Spanish Bail-in Power by the relevant resolution authority with respect to
the Contingent Convertible Capital Securities of any series will be an Enforcement Event.


 


(d)Upon
the exercise of the Spanish Bail-in Power by the relevant resolution authority with respect to the Contingent Convertible Capital
Securities of any series, the Company will provide a written notice to the holders of the Contingent Convertible Capital Securities
of such series through DTC as soon as practicable regarding such exercise of the Spanish Bail-in Power. The Company will also
deliver a copy of such notice to the Trustee for information purposes.


 


(e)By
its acquisition of the Contingent Convertible Capital Securities of any series, each Holder of the Contingent Convertible Capital
Securities of such series, (which, for the purposes of this Section 14.01, includes each holder of a beneficial interest in the
Contingent Convertible Capital Securities of such series), to the extent permitted by the Trust Indenture Act, will waive any
and all claims, in law and/or in equity, against the Trustee for, agree not to initiate a suit against the trustee in respect
of, and agree that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case
in accordance with the exercise of the Spanish Bail-in Power by the relevant resolution authority with respect to the Contingent
Convertible Capital Securities of such series.


 


(f)Additionally,
by its acquisition of the Contingent Convertible Capital Securities of any series, each Holder of the Contingent Convertible Capital
Securities of such series acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the relevant resolution
authority:


 







(i)the Trustee will not be
required to take any further directions from the Holders of the Contingent Convertible Capital Securities of such series with respect
to any portion of the Contingent Convertible Capital Securities of such series that are written-down, converted to equity and/or
cancelled under the Contingent Convertible Capital Securities Indenture, which authorizes Holders of a majority in aggregate outstanding
Liquidation Preference of the outstanding Contingent Convertible Capital Securities of such series to direct certain actions relating
to the Contingent Convertible Capital Securities of such series; and


 


(ii)the Contingent Convertible
Capital Securities Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish
Bail-in Power by the relevant resolution authority.


 


provided, however, that notwithstanding
the exercise of the Spanish Bail-in Power by the relevant resolution authority, so long as the Contingent Convertible Capital
Securities of any series remain outstanding, there will at all times be a Trustee for this


 




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Contingent Convertible Capital Securities
of such series in accordance with the Contingent Convertible Capital Securities Indenture, and the resignation and/or removal of
the Trustee and the appointment of a successor Trustee will continue to be governed by the Contingent Convertible Capital Securities
Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Contingent
Convertible Capital Securities of such series remain outstanding following the completion of the exercise of the Spanish Bail-in
Power.


 


(g)By
its acquisition of the Contingent Convertible Capital Securities of any series, each holder of the Contingent Convertible Capital
Securities of such series acknowledges and agrees that neither a cancellation or deemed cancellation of the Liquidation Preference
or Distributions (in each case, in whole or in part), nor the exercise of the Spanish Bail-in Power by the relevant resolution
authority with respect to the Contingent Convertible Capital Securities of such series will give rise to a default for purposes
of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.


  







(h)By
purchasing the Contingent Convertible Capital Securities of any series, each Holder (including each beneficial owner) of the Contingent
Convertible Capital Securities of such series shall be deemed to have authorized, directed and requested DTC and any direct participant
in DTC or other intermediary through which it holds Contingent Convertible Capital Securities of such series to take any and all
necessary action, if required, to implement the exercise of the Spanish Bail-in Power with respect to the Contingent Convertible
Capital Securities of such series as it may be imposed, without any further action or direction on the part of such Holder.


 


Section 14.02.Agreement and Acknowledgement
with Respect to the Exercise of Resolution Tools.


 


(a)Notwithstanding
any other term of the Contingent Convertible Capital Securities of any series or any other agreements, arrangements, or
understandings between the Company and any Holder of the Contingent Convertible Capital Securities of any series, by its
acquisition of the Contingent Convertible Capital Securities of any series, each Holder (which, for the purposes of this
subsection, includes each holder of a beneficial interest in the Contingent Convertible Capital Securities of any
series) acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of any resolution tools
(including but not limited to the sale of business tool, the bridge institution tool and the asset separation tool) by the
relevant resolution authority in compliance with, any laws, regulations, rules or requirements in effect in the Kingdom of
Spain, relating to (i) the transposition of BRRD, including but not limited to Law 11/2015, (ii) the SRM Regulation and
(iii) the instruments, rules and standards created thereunder.


  


(b)By
its acquisition of the Contingent Convertible Capital Securities of any series, each Holder of the Contingent Convertible Capital
Securities of such series, (which, for the purposes of this subsection, includes each holder of a beneficial interest in the Contingent
Convertible Capital Securities of such series), to the extent permitted by


 




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the Trust Indenture Act, will waive any and
all claims, in law and/or in equity, against the Trustee for,  agree not to initiate a suit against the Trustee in respect
of, and  agree that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either
case in accordance with the exercise of any resolution power by the relevant resolution authority.


 


(c)Additionally, by its acquisition of the Contingent Convertible Capital Securities of any series, each Holder of the Contingent
Convertible Capital Securities of such series acknowledges and agrees that, upon the exercise of any resolution power by the relevant
resolution authority the Contingent Convertible Capital Securities Indenture will not impose any duties upon the Trustee whatsoever
with respect to the exercise of any resolution tool by the relevant resolution authority (including no duty whatsoever to take
any directions from the Holders of the Contingent Convertible Capital Securities of such series), provided, however, that notwithstanding
the exercise of any resolution tool by the relevant resolution authority, so long as the Contingent Convertible Capital Securities
of any series remain outstanding, there will at all times be a Trustee for the Contingent Convertible Capital Securities of such
series in accordance with this Contingent Convertible Capital Securities Indenture, and the resignation and/or removal of the
Trustee and the appointment of a successor Trustee will continue to be governed by the Contingent Convertible Capital Securities
Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Contingent
Convertible Capital Securities of such series remain outstanding following the completion of the exercise of the resolution tool.


 







(d)By
its acquisition of the Contingent Convertible Capital Securities of any series, each Holder (including each beneficial owner) of
the Contingent Convertible Capital Securities of such series shall be deemed to have authorized, directed and requested DTC and
any direct participant in DTC or other intermediary through which it holds the Contingent Convertible Capital Securities of such
series to take any and all necessary action, if required, to implement the exercise of any resolution tool with respect to the
securities of such series as it may be imposed, without any further action or direction on the part of such Holder.


 


This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. The exchange of copies of this Contingent Convertible Capital Securities Indenture and of signature
pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective
execution and delivery of this Contingent Convertible Capital Securities Indenture as to the parties hereto and may be used in
lieu of the original Indenture for all purposes.


 




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IN WITNESS WHEREOF, the Company and the
Trustee have caused this Contingent Convertible Capital Securities Indenture to be duly executed, all as of the day and year first
above written.


 


	 	BANCO SANTANDER, S.A.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 


	 	THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS TRUSTEE
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




     


     

    

appendix
1: Procedures for Compliance with Spanish Tax Legislation


 


Information Procedures and Certification
Obligations of the Trustee or Paying Agent in respect of payments under the Contingent Convertible Capital Securities


 


		1.	Delivery of the Payment Information Certificate: In connection with each payment of income
under the Contingent Convertible Capital Securities, the Trustee or Paying Agent shall deliver to the Company by the close of business
on the business day immediately preceding the day on which such payment is made a duly completed an executed Payment Information
Certificate substantially in the form set forth in Exhibit I hereto (Form of Payment Information Certificate). Such form
may be delivered initially by email, in pdf form, or by fax, provided that the original is delivered by the end of the following
month.



 


If the Payment Information Certificate
is delivered by the Trustee or Paying Agent in a timely manner to the Company, the relevant income payment will be made free and
clear of Spanish withholding tax.


 


The Trustee or Paying Agent shall
have no duty or responsibility to comply with Spanish tax laws arising out of this Contingent Convertible Capital Securities Indenture,
and may request and rely conclusively upon any instructions from the Company in respect of any action necessary or required to
be taken by the Trustee or Paying Agent pursuant to this Appendix 1; provided, however, that in no event shall
the Trustee or Paying Agent be required to expend or risk its own funds in the performance of any of its duties pursuant to this
Appendix 1, or be obligated to take any legal or other action which might in its judgment involve or cause it to incur any expense
or liability unless it shall have been furnished with acceptable indemnification.


 


The Company agrees to instruct
the Trustee or Paying Agent in writing with respect to any certifications that may be required under Spanish law, and the Trustee
or Paying Agent acknowledges that this Appendix 1 shall constitute an instruction in this regard, unless otherwise instructed in
writing by the Company.


 


		2.	Failure to deliver the Payment Information Certificate: In the event that the Trustee or
Paying Agent fails or for any reason is unable to deliver a timely, duly completed Payment Information Certificate as described
above to the Company in respect of a payment of income under the Contingent Convertible Capital Securities, the Trustee or Paying
Agent shall withhold Spanish income tax on behalf of the Company from the relevant payment at the then-applicable rate (currently
19.5%, and 19% as of January 1, 2016 onwards).



 


		3.	If, after the relevant payment date but before the 10th day of the month immediately following
the relevant payment date the Trustee or Paying Agent provides the duly completed Payment Information Certificate to the Company,
then the Company shall instruct the Trustee or Paying Agent to immediately



 




     


     

    

transfer
the 19.5% (19% as of January 1, 2016 onwards) withheld in respect of the relevant payment pursuant to paragraph ‎0
above by way of reimbursement of the amounts withheld on the relevant payment date and completion of the corresponding income payment
in respect of payments under the Contingent Convertible Capital Securities.


 


		4.	If the Trustee or Paying Agent fails or for any reason is unable to submit a duly completed and
executed Payment Information Certificate to the Company by the 10th day of the month immediately following the relevant payment
date, the Trustee or Paying Agent shall immediately return (but in any event no later than the 10th day of the month immediately
following the relevant payment date) to the Company any remaining amount of the 19.5% (19% as of January 1, 2016 onwards) withheld
in respect of the relevant payment, and investors will have to apply directly to the Spanish tax authorities for any refund to
which they may be entitled.