EX-4.4


Table of Contents


 Exhibit 4.4 

SANTANDER HOLDINGS USA, INC. 

Company 
 to 

DEUTSCHE BANK TRUST COMPANY AMERICAS 

Trustee 
 Fifteenth Supplemental
Indenture 
 SENIOR DEBT SECURITIES 

Dated as of December 18, 2017 






Table of Contents


 TABLE OF CONTENTS 

 

					
	 	  	PAGE	 
		
	ARTICLE 1 Scope Of Fifteenth Supplemental Indenture	  	 	1	 
		
	Section 1.01. Scope	  	 	1	 
		
	ARTICLE 2 Definitions	  	 	2	 
		
	Section 2.01. Definitions and Other Provisions of General Application	  	 	2	 
		
	ARTICLE 3 Form And Terms Of The Notes	  	 	2	 
		
	Section 3.01. Form and Dating	  	 	2	 
	Section 3.02. Terms of the Notes	  	 	2	 
		
	ARTICLE 4 Supplemental Indentures	  	 	4	 
		
	Section 4.01. Supplemental Indentures	  	 	4	 
		
	ARTICLE 5 Miscellaneous	  	 	4	 
		
	Section 5.01. Trust Indenture Act of 1939	  	 	4	 
	Section 5.02. Governing Law	  	 	4	 
	Section 5.03. Duplicate Originals	  	 	4	 
	Section 5.04. Separability	  	 	4	 
	Section 5.05. Ratification	  	 	4	 
	Section 5.06. Effectiveness	  	 	4	 
	Section 5.07. Successors	  	 	4	 
	Section 5.08. Trustee’s Disclaimer 	  	 	5	 
		
	EXHIBIT A—Form of 3.400% Senior Note due 2023 	  	 	A-1	 


  
 i 







Table of Contents


 FIFTEENTH SUPPLEMENTAL INDENTURE 

FIFTEENTH SUPPLEMENTAL INDENTURE (this “Fifteenth Supplemental Indenture”), dated as of December 18, 2017, between
SANTANDER HOLDINGS USA, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), having its principal office at 75 State Street, Boston, Massachusetts 02109, and Deutsche Bank
Trust Company Americas, a New York banking corporation, having a corporate trust office at 60 Wall Street, 16th Floor, New York, New York, 10005, as Trustee (the “Trustee”). 

RECITALS OF THE COMPANY 

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 19, 2011 (the “Base
Indenture”) to provide for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness (the “Securities”); 

WHEREAS, the Company amended the Base Indenture pursuant to the Eighth Supplemental Indenture, dated as of March 1, 2017, between
the Company and the Trustee (the “Eighth Supplemental Indenture,” and the Base Indenture, as amended by the Eighth Supplemental Indenture and as supplemented by this Fifteenth Supplemental Indenture, the
“Indenture”); 
 WHEREAS, Sections 2.01, 3.01 and 9.01 of the Base Indenture provide that 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 to the Indenture, without the consent of any Holders, to, among other things, establish the terms of Securities
of any series as permitted by the Indenture; 
 WHEREAS, the issuance and sale of $1,000,000,000 aggregate principal amount of a new
series of the Securities of the Company designated as its 3.400% Senior Notes due 2023 (the “Notes”) have been authorized by resolutions adopted by the board of directors of the Company; 

WHEREAS, the Company desires to issue and sell $1,000,000,000 aggregate principal amount of the Notes as of the date hereof; 

WHEREAS, the Company desires to establish the terms of the Notes; 

WHEREAS, all things necessary to make this Fifteenth Supplemental Indenture a legal and binding supplement to the Base Indenture in
accordance with its terms and the terms of the Base Indenture have been done; 
 WHEREAS, the Company has complied with all
conditions precedent provided for in the Base Indenture relating to this Fifteenth Supplemental Indenture; and 
 WHEREAS, the
Company has requested that the Trustee execute and deliver this Fifteenth Supplemental Indenture. 
 NOW, THEREFORE: 

For and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee
covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows: 
 ARTICLE 1

 SCOPE OF FIFTEENTH SUPPLEMENTAL INDENTURE 

Section 1.01. Scope. This Fifteenth Supplemental Indenture constitutes a supplement to the Base
Indenture and an integral part of the Indenture and shall be read together with the Base Indenture and Eighth Supplemental Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the Eighth
Supplemental Indenture and Fifteenth Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect. Notwithstanding the foregoing, this Fifteenth Supplemental Indenture shall only apply to the Notes.







Table of Contents


 ARTICLE 2 

DEFINITIONS 
 
Section 2.01. Definitions and Other Provisions of General Application. For all purposes of this Fifteenth Supplemental Indenture unless otherwise specified herein: 

(a)    all terms used in this Fifteenth Supplemental Indenture which are not otherwise defined herein shall have the
meanings they are given in the Base Indenture, as amended by the Eighth Supplemental Indenture; 
 (b)    the provisions
of general application stated in Sections 1.02 through 1.15 of the Base Indenture shall apply to this Fifteenth Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and
“hereunder” and other words of similar import refer to this Fifteenth Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section or other subdivision of the Base Indenture or this Fifteenth
Supplemental Indenture; 
 (c)    Section 1.01 of the Base Indenture is amended and supplemented, solely with respect to
the Notes, by inserting the following additional defined term in its appropriate alphabetical position: 
 “Issue
Date” means December 18, 2017. 
 ARTICLE 3 

FORM AND TERMS OF THE NOTES 

Section 3.01. Form and Dating. 

(a)    The Notes and the Certificate of Authentication shall be substantially in the form of Exhibit A attached
hereto. The Notes may have notations, a legend or legends or endorsements as may be required to comply with any law or with any rules of any securities exchange or usage. Each Note shall be dated the date of its authentication. 

(b)    The terms contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as
supplemented by this Fifteenth Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Fifteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. 

Section 3.02. Terms of the Notes. The following terms relating to the Notes are hereby established:

 (a)    Title. The Notes shall constitute a series of Securities having the title “Santander Holdings USA,
Inc. 3.400% Senior Notes due 2023,” and the CUSIP number shall be either “80282K AQ9” (144A) or “U8029K AH5” (Regulation S), as applicable. 

(b)    Principal Amount. The aggregate principal amount of the Notes that may be authenticated and delivered under
the Indenture, as amended hereby, shall be $1,000,000,000 on the Issue Date. Provided that no Covenant Breach or Event of Default has occurred and is continuing with respect to the Notes, the Company may, without notice to or the consent of the
Holders, create and issue additional Securities having the same terms as, and ranking equally and ratably with, the Notes in all respects and so that such additional Notes will be consolidated and form a single series with, and have the same terms
as to status, redemption or otherwise as, the Notes initially issued. 
 (c)    Person to Whom Interest is
Payable. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes are registered at the close of 

  
 2 







Table of Contents


 
business on the Regular Record Date for such interest, which shall be the close of business fifteen (15) calendar days (whether or not a Business Day) immediately preceding an Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner and as provided for in the Base Indenture. 
 (d)    Maturity Date. The entire
outstanding principal of the Notes shall be payable on January 18, 2023 (the “Maturity Date”). 

(e)    Interest. The rate at which the Notes shall bear interest shall be 3.400% per annum (the “Applicable
Rate”); the date from which interest shall accrue on the Notes shall be December 18, 2017 or the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates for the Notes shall be
January 18 and July 18 of each year, beginning on July 18, 2018. In the event that any scheduled Interest Payment Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment
Date shall be postponed to the next succeeding day which is a Business Day (and no interest on such payment will accrue for the period from and after such scheduled Interest Payment Date). 

(f)    Place of Payment of Principal and Interest. Payment of the principal of (and premium, if any) and interest
on the Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts against surrender of any Note in the case of any payment due at the Maturity Date; provided, however, that (i) if any Note is a Global Security, payments shall be made in respect of such Note pursuant to the Applicable
Procedures of the Depositary as in effect from time to time, and (ii) if any Note is not a Global Security, payment of interest in respect of such Note will be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register at the close of business on the Regular Record Date for such interest. Notwithstanding the foregoing, if any Note is not a Global Security and has a principal amount of at least $1,000,000, upon request, the
Company will pay any amount that becomes due on such Note by wire transfer of immediately available funds to an account at a bank in New York City, on the due date. To request such a wire payment, the Holder of such Note must give the Paying Agent
appropriate wire transfer instructions at least five Business Days before the requested wire payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions must be given by the person or entity who is the
Holder on the relevant Regular Record Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above. 

(g)    Redemption. The Company may, at its option, on or after the 30th day prior to the Maturity Date, redeem the
Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the date of redemption. Other than as set forth in the preceding sentence, the Notes are
not redeemable prior to the Maturity Date. 
 (h)    Sinking Fund. There shall be no sinking fund for the Notes.

 (i)    Denomination. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof. 
 (j)    Currency of the Notes. The Notes shall be denominated, and payment of principal and
interest of the Notes shall be payable in, the currency of the United States of America. 
 (k)    Currency of
Payment. The principal of and interest on the Notes shall be payable in the currency of the United States of America. 

(l)    Defeasance. Article 13 of the Base Indenture shall apply to the Notes. 

  
 3 







Table of Contents


 (m)    Registered Form. The Notes shall be issuable as registered
Global Securities, and the depositary for the Notes shall be the Depository Trust Company in The City of New York (“DTC”) or any successor depositary appointed by the Company within 90 days of the termination of services of DTC (or
any successor to DTC). Sections 2.04 and 3.05 of the Base Indenture shall apply to the Notes. 

(n)    Covenants. The covenants set forth in Article 10 of the Base Indenture shall apply to the Notes. 

(o)    Additional Terms. Other terms applicable to the Notes are as otherwise provided for below. 

ARTICLE 4 

SUPPLEMENTAL INDENTURES 

Section 4.01. Supplemental Indentures. The following paragraph shall be added to the end of
Section 9.01 of the Base Indenture and shall only apply to the Notes: 
 Notwithstanding the foregoing, without the consent of any
Holder of Securities, the Company and the Trustee may amend or supplement the Indenture or the Securities to conform the terms of the Indenture and the Securities to the description of the Securities in the final offering memorandum dated
December 11, 2017 relating to the offering of the Securities. 
 ARTICLE 5 

MISCELLANEOUS 
 
Section 5.01. Trust Indenture Act of 1939. This Fifteenth Supplemental Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under
the Trust Indenture Act. 
 Section 5.02. Governing Law. This Fifteenth Supplemental
Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of law. 

Section 5.03. Duplicate Originals. The parties may sign any number of copies of this Fifteenth
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 
Section 5.04. Separability. In case any provision in this Fifteenth Supplemental Indenture or the Notes 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 5.05. Ratification. The Base Indenture, as
amended by the Eighth Supplemental Indenture and as supplemented and amended by this Fifteenth Supplemental Indenture, is in all respects ratified and confirmed. The Base Indenture, the Eighth Supplemental Indenture and this Fifteenth Supplemental
Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Fifteenth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted by law. The
Trustee accepts the trusts created by the Base Indenture, as amended by the Eighth Supplemental Indenture and as supplemented by this Fifteenth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base
Indenture, as amended by the Eighth Supplemental Indenture and as supplemented by this Fifteenth Supplemental Indenture. 
 
Section 5.06. Effectiveness. The provisions of this Fifteenth Supplemental Indenture shall become effective as of the date hereof. 

Section 5.07. Successors. All agreements of the Company in this Fifteenth Supplemental Indenture
shall bind its successors. All agreements of the Trustee in this Fifteenth Supplemental Indenture shall bind its successors. 

  
 4 







Table of Contents


 Section 5.08. Trustee’s Disclaimer.
The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Fifteenth Supplemental Indenture, the Notes, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. 

  
 5 







Table of Contents


 IN WITNESS WHEREOF, the parties hereto have caused this Fifteenth Supplemental Indenture to be
duly executed as of the date set forth above. 
 SANTANDER HOLDINGS USA, INC. 

as the Company 
  

									
	Attest	 		 		  		 	
					
	By:	 	 /s/ Gerard A. Chamberlain
	 		  	By:  	 	 /s/ Andrew Withers

	Name:    Gerard A. Chamberlain	 		  	Name:    Andrew Withers
	Title:      Assistant Secretary	 		  	Title:      Senior Vice President

  

  
 SIGNATURE
PAGE TO FIFTEENTH SUPPLEMENTAL INDENTURE 







Table of Contents


 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

                          
                                        as
Trustee

	
	 By: Deutsche Bank National Trust Company



 
			
		
	By:	 	 /s/ Jeffrey Schoenfeld

		 	Name: Jeffrey Schoenfeld
		 	Title:   Vice President


 
			
		
	By:	 	 /s/ Irina Golovashchuk

		 	Name: Irina Golovashchuk
		 	Title:   Vice President



  
 SIGNATURE
PAGE TO FIFTEENTH SUPPLEMENTAL INDENTURE 







Table of Contents


 EXHIBIT A 

FORM OF NOTE 
 [FORM OF
FACE OF NOTE] 
 [Global Notes Legend] 

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 

THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. 
 [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF
COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE
OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] 
 [Restricted Notes Legend for Notes Offered in Reliance on Rule 144A] 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS THE DATE ON WHICH THE ISSUER INSTRUCTS THE TRUSTEE THAT THIS RESTRICTIVE LEGEND SHALL BE DEEMED REMOVED (WHICH INSTRUCTION IS EXPECTED TO BE GIVEN ON OR ABOUT THE ONE-YEAR ANNIVERSARY OF THE ISSUANCE OF THIS SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE 

  
 A-1 







Table of Contents


 
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED WITHOUT FURTHER ACTION OF THE ISSUER, THE TRUSTEE OR ANY HOLDER AT SUCH TIME AS THE ISSUER INSTRUCTS THE TRUSTEE IN WRITING TO REMOVE SUCH LEGEND IN ACCORDANCE WITH THE INDENTURE. 

[Restricted Notes Legend for Notes Offered in Reliance on Regulation S.] 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED WITHOUT FURTHER ACTION OF THE ISSUER, THE TRUSTEE OR ANY HOLDER AT SUCH TIME AS THE
ISSUER INSTRUCTS THE TRUSTEE IN WRITING TO REMOVE SUCH LEGEND IN ACCORDANCE WITH THE INDENTURE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 
 THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE
SECURITIES ACT. 
 [Definitive Notes Legend] 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
 A-2 







Table of Contents


 SANTANDER HOLDINGS USA, INC. 

3.400% Senior Notes due 2023 
 CUSIP
No. [80282K AQ9][U8029K AH5] 
 ISIN: [US80282KAQ94][USU8029KAH50] 

	 No. ___ 
	 $______________ 



Santander Holdings USA, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the
“Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $______________ on
January 18, 2023, and to pay interest thereon from December 18, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 18 and July 18 in each year,
commencing July 18, 2018, and at the Maturity Date, at the rate of 3.400% per annum, until the principal hereof is paid or made available for payment, provided that any premium, and any such installment of interest, which is overdue
shall bear interest at the rate of 3.400% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such overdue amounts are due until they are paid or duly provided for, and such interest on any
overdue installment shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the close of business fifteen (15) calendar days (whether or not a Business Day) immediately prior to an Interest
Payment Date. Any such interest so payable, but not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, as more fully provided in said Indenture. 
 Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts against surrender of this Security in the case of any payment due at the Maturity Date; provided, however, that (i) if this Security is a Global Security, payments shall be made pursuant to the Applicable
Procedures of the Depositary as in effect from time to time, and (ii) if this Security is not a Global Security, payment of interest will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register at the close of business on the Regular Record Date for such interest. Notwithstanding the foregoing, if this Security is not a Global Security and has a principal amount of at least $1,000,000, upon request, the Company will pay
any amount that becomes due on this Security by wire transfer of immediately available funds to an account at a bank in New York City, on the due date. To request wire payment, the Holder must give the Paying Agent appropriate wire transfer
instructions at least five Business Days before the requested wire payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions must be given by the person or entity who is the Holder on the relevant Regular
Record Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Signature Page Follows] 

  
 A-3 







Table of Contents


 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	 Attest
  

 

By:                  
                                         
                                         
                      

Name:

Title:
	  	 SANTANDER HOLDINGS USA, INC.

as the Company
  

By:                  
                                         
                                         
                
 Name:

Title:


 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein and referred to in the Indenture referred to hereinafter. 

Dated: 
  

	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

                          
                                         
                     as Trustee
  

By:                  
                                         
                                         
                      




  
 A-4 







Table of Contents


 [Reverse of Security] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of April 19, 2011 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank
Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as amended by an Eighth Supplemental Indenture, dated as of March 1, 2017, between the Company and
the Trustee (herein called the “Eighth Supplemental Indenture”), and as supplemented by a Fifteenth Supplemental Indenture, dated as of December 18, 2017, between the Company and the Trustee (herein called the
“Fifteenth Supplemental Indenture” and, together with the Base Indenture and Eighth Supplemental Indenture, the “Indenture”), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount of $1,000,000,000. 
 The Securities of this series shall be
redeemable in whole or in part by the Company on or after the 30th day prior to the Maturity Date at 100% of the principal amount of the Securities of this series (par), plus accrued and unpaid interest thereon to the date of redemption. Other than
as set forth in the preceding sentence, the Securities of this series are not redeemable prior to the Maturity Date. The Securities of this series are not entitled to the benefit of any sinking fund. 

The Securities of this series will not be listed on any national securities exchange or included in any automated quotation system. Currently
there is no market for the Securities of this series. 
 If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants,
Covenant Breaches and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of all Securities at the time Outstanding
to be affected, considered together as one class for this purpose (such Securities to be affected may be Securities of the same or different series and, with respect to any series, may comprise fewer than all the Securities of such series). The
Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding to be affected under the Indenture, considered together as one class for this purpose (such affected
Securities may be Securities of the same or different series and, with respect to any particular series, may comprise fewer than all the Securities of such series), on behalf of the Holders of all Securities so affected, to waive compliance by the
Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered
separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to
institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Covenant Breach or
Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in
respect of such Covenant Breach or Event of Default as Trustee and offered 

  
 A-5 







Table of Contents


 
the Trustee indemnity and/or security satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this 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 this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

[This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations
in Section 3.05 thereof on transfers and exchanges of Global Securities.] 
 The Indenture and this Security shall be governed by and
construed in accordance with the law of the State of New York, without regard to principles of conflicts of law. 
 All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
 A-6 







Table of Contents


 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to: 
  
  

(Print or type assignee’s name, address and zip code) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. No.) 
 and irrevocably appoint                  agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

							
	 Date:
	 	  
	 	Your Signature:	 	  


  
  

Sign exactly as your name appears on the other side of this Note. 

Signature Guarantee: 
  

					
	 Date:
	 	  
	  	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	Signature of Signature Guarantee


  
 A-7 







Table of Contents


 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFER RESTRICTED NOTES 
 This
certificate relates to $                     principal amount of Notes held in (check applicable space)
                     book-entry or
                     definitive form by the undersigned. 

The undersigned (check one box below): 
  

	☐	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Note in definitive, registered form of authorized denominations and an
aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); 

  

	☐	has requested the Trustee by written order to exchange or register the transfer of a Note. 

 In connection with
any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance
with its terms: 
 CHECK ONE BOX BELOW 
  

							
	 	        (1)	 	  	 ☐
	    	to the Issuer; or
			
	 	(2)	 	  	 ☐
	    	to the Registrar for registration in the name of the Holder, without transfer; or
			
	 	(3)	 	  	 ☐
	    	pursuant to an effective registration statement under the Securities Act; or
			
	 	(4)	 	  	 ☐
	    	to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
			
	 	(5)	 	  	 ☐
	    	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act and such Notes shall be held immediately after the
transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	 	(6)	 	  	 ☐
	    	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements;
or
			
	 	(7)	 	  	 ☐
	    	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the
name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Issuer and/or Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act. 
  

					
	 Date:
	 	  
	 	  

		 		 	Your Signature


  
 A-8 







Table of Contents



					
	 Signature Guarantee:

	 Date:
	 	  
	  	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	Signature of Signature Guarantee


  
 A-9 







Table of Contents


 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

					
	 Dated:
	 	  
	  	  

		 		  	NOTICE: To be executed by an executive officer


  
 A-10 







Table of Contents


 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The initial principal amount of this Global Note is $_________. The following increases or decreases in this Global Note have been made: 

 

									
	 Date of
Exchange
	 	 Amount of decrease in
Principal Amount of this
Global
Note
	 	 Amount of increase in
Principal Amount of this
Global
Note
	 	 Principal Amount of this
Global Note following
such
decrease or increase
	 	 Signature of authorized
signatory of Trustee
or
Securities Custodian



  
 A-11