Exhibit
      4.1

     

     

     

     

     

     

    
      
        
        

      

      
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    6.50%
      NON-CUMULATIVE GUARANTEED

    SERIES
      5
      PREFERRED SECURITIES,

    PAR
      VALUE
      $25.00 PER SECURITY

    


    


    
      
        	
                NUMBER:
                  1

                CUSIP:  80281R805

                AMOUNT:
                  $600,000,000 (*)

                 

              	
                NO.
                  OF SHARES: 24,000,000

                 

              


      

    

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), THE BANK OF NEW YORK, AS TRANSFER
      AGENT AND REGISTRAR, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY
      PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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.

    


    SANTANDER
      FINANCE PREFERRED, S.A. UNIPERSONAL

    


    INCORPORATED
      UNDER THE LAWS OF THE KINGDOM OF SPAIN

    


    This
      certifies that CEDE & CO., as nominee of The Depository Trust Company is the
      registered holder of the number of shares indicated on the records of the
      Transfer Agent and Registrar of 6.50% Non-Cumulative Guaranteed Series 5
      Preferred Securities, par value $25.00 per security, of Santander Finance
      Preferred, S.A. Unipersonal, with corporate address at Ciudad Grupo Santander,
      Avda. de Cantabria S/N, Edificio Encinar 28660 Boadilla del Monte, Madrid,
      Spain, registered with the Mercantile Registry of Madrid under Volume 19747,
      Folio 171, Section 8, Sheet M-347560  and with tax identification
      number A- 83916395 (hereinafter called the “Company”), subject to the Memorandum
      and Articles of Association of the Company, transferable on the books of the
      Company upon surrender of this Certificate properly endorsed by the holder
      in
      person or by duly authorized attorney.  This Certificate is not valid
      unless countersigned by the Transfer Agent and Registrar.

    


    The
      Series
      5 Preferred Securities have been documented in a public deed granted before
      the
      Notary Public of Madrid, Spain, Mr. Miguel Ruiz-Gallardón García de la Rasilla
      under 636 of its official files.

    


    


    Witness
      the signatures of the duly authorized officers of the Company

    


    Date:

    


    


    
      	
               

            	 	
               

            	 
	
              Name:

            	 	
              Name:

            	 
	
              Title:

            	 	
              Title:

            	 


    

    


    


    
      
        
        

      

      
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    COUNTERSIGNED
      AND REGISTERED

    THE
      BANK
      OF NEW YORK

    TRANSFER
      AGENT AND REGISTRAR

    


    


    
      	
              By:
                

            	
               

            	 
	 	
              Authorized
                Officer

            	 


    

    


    


    (*)  Equal
      to Euros [*] based on the [*] spot exchange rate of the USS [*] = Euros 1 on
      [
      ]

     

     

    
      
        
        

      

      
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    [GLOBAL
      CERTIFICATE - REVERSE]

    


    GUARANTEE

    


    THE
      HOLDER
      OF THIS SECURITY IS ENTITLED TO THE BENEFITS, AND IS SUBJECT TO THE LIMITATIONS,
      OF THE PAYMENT AND GUARANTEE AGREEMENT, DATED AS OF JANUARY 31, 2007(THE
      "GUARANTEE"), EXECUTED AND DELIVERED BY BANCO SANTANDER, S.A. (THE “BANK”) FOR
      THE HOLDERS FROM TIME TO TIME OF THIS SECURITY. COPIES OF THE GUARANTEE ARE
      AVAILABLE UPON WRITTEN REQUEST TO THE SECRETARY OF SANTANDER FINANCE PREFERRED,
      S.A. UNIPERSONAL (THE “COMPANY”).

    


    


    DESCRIPTION
      OF THE SERIES 5 PREFERRED SECURITIES

    


     

    DISTRIBUTIONS

     

    Non-cumulative
      cash distributions on the exchange Series 5 preferred securities (the
“Distributions”) will accrue from the date of original issuance and are payable
      quarterly in arrears on January 31, April 30, July 31 and October 31 in each
      year, commencing on January 31, 2007.

     

    Payment
      of
      cash distributions in any year on the exchange Series 5 preferred securities
      and
      on all other series of Preferred Securities, as defined below (both issued
      and
      which may, in the future, be issued or guaranteed by the Bank) is limited by
      the
      amount of the Distributable Profits (as defined below) of the Bank for the
      previous year, and to any limitations that may be imposed by Spanish banking
      regulations on capital adequacy for credit institutions, as determined in
      accordance with guidelines and requirements of the Bank of Spain and other
      Spanish law as in effect from time to time.  Distributions shall not
      be payable to the extent that:

     

    
      	
               

            	
              •

            	
              the
                aggregate of such Distributions, together with (a) any other distributions
                previously paid during the then-current fiscal year (defined as the
                accounting year of the Bank) and (b) any distributions proposed to
                be paid
                during the then-current Distribution Period (as defined below), in
                each
                case on or in respect of Preferred Securities (including the Series
                5
                preferred securities) would exceed the Distributable Profits of the
                immediately preceding fiscal year;
                or

            


    

     

    
      	
               

            	
              •

            	
              even
                if Distributable Profits are sufficient, if under applicable Spanish
                banking regulations relating to capital adequacy requirements affecting
                financial institutions which fail to meet their required capital
                ratios on
                a parent company only basis or on a consolidated basis, the Bank
                would be
                prevented at such time from making payments on its ordinary shares
                or on
                Preferred Securities issued by the
                Bank.

            


    

     

    ‘‘Preferred
      Securities’’ means (as the case may be) any preferred securities
      (participaciones preferentes) issued under Spanish Law
      13/1985, or other securities or instruments equivalent to preferred securities
      issued by the Company, or by any other subsidiary of the Bank which are entitled
      to the benefit of a guarantee ranking pari passu with the Bank’s
      obligations under the Guarantee, or any such securities or instruments issued
      by
      the Bank and ranking pari passu with the Bank’s obligations under the
      Guarantee.

     

    The
      term
“distribution” refers to any distributions paid or to be paid on the Preferred
      Securities.

     

    
      
        
        

      

      
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    “Distributable
      Profits” means, for any fiscal year, the reported net profit (calculated in
      compliance with the regulations of the Bank of Spain) of the Bank, determined
      after tax and extraordinary items for such year, as derived from the
      non-consolidated audited profit and loss account of the Bank, irrespective
      of
      whether shareholders’ meeting approval is still pending, prepared in accordance
      with generally applicable accounting standards in Spain and Bank of Spain
      requirements and guidelines, each as in effect at the time of such preparation.
      In the event that on any Distribution payment date, the audit of the
      non-consolidated profit and loss account has not been completed, the reference
      to be used to calculate the Distributable Profits will be the balance of the
      unaudited non-consolidated profit and loss account of the Bank as reported
      in
      the financial statements delivered to the Bank of Spain in respect of December
      31st of the preceding fiscal year.

     

    If
      Distributions are not paid in full on the exchange Series 5 preferred
      securities, all distributions paid upon the exchange Series 5 preferred
      securities and all other Preferred Securities will be paid pro rata among the
      exchange Series 5 preferred securities and all such other Preferred Securities,
      so that the amount of the distribution payment per security will have the same
      relationship to each other that the nominal or par value per security of the
      exchange Series 5 preferred securities and all other Preferred Securities bear
      to each other.

     

    If
      Distributions are not paid on the exchange Series 5 preferred securities on
      the
      Distribution Payment Date in respect of the relevant Distribution Period as
      a
      consequence of the above limitations on Distributions or are paid partially,
      then the right of the holders of the exchange Series 5 preferred securities
      to
      receive a Distribution or an unpaid part thereof in respect of the relevant
      Distribution Period will be lost and neither the Company nor the Bank will
      have
      any obligation to pay the Distribution accrued or part thereof for such
      Distribution Period or to pay any interest thereon, whether or not Distributions
      on the exchange Series 5 preferred securities are paid for any future
      Distribution Period.

     

    The
      Distributions payable on the exchange Series 5 preferred securities are fixed
      at
      6.50% per annum of their par value.  The Distribution payable in
      respect of any Distribution Period (defined as the period from and including
      one
      Distribution payment date (or, in the case of the first Distribution Period,
      the
      issuance date) to but excluding the next Distribution payment date) will be
      computed on the basis of twelve 30-day months and a 360-day year.

     

    Distributions
      on the exchange Series 5 preferred securities will be payable to the record
      holders thereof as they appear on the register for the exchange Series 5
      preferred securities on record dates, which will be on the 15th calendar day
      preceding the relevant payment dates.  We have been informed by DTC
      that distributions on Global Preferred Securities (as defined below) will be
      paid over to DTC participants in respect of their record holdings on the record
      date. In the event that any date on which Distributions are payable on the
      exchange Series 5 preferred securities is not a day on which banks in the City
      of Madrid (Spain) and The City of New York are open for business and on which
      foreign exchange dealings may be conducted in the City of Madrid (Spain) and
      The
      City of New York (a “business day”), then payment of the Distribution payable on
      such date will be made on the next day which is a business day (and without
      any
      interest or other payment in respect of any such delay).

     

    Except
      as
      hereinabove provided, holders of the Company’s exchange Series 5 preferred
      securities will have no right to participate in the profits of the
      Company.

     

    Optional
      Redemption

     

    The
      exchange Series 5 preferred securities are redeemable, at the option of the
      Company, subject to the prior consent of the Bank of Spain, in whole but not
      in
      part, on or after January 31, 2017, upon not less 

     

    
      
        
        

      

      
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    than
      30
      nor more than 60 days’ notice prior to the relevant redemption date by mail to
      each record holder, at the redemption price of $25.00 per exchange Series 5
      preferred security, plus the accrued and unpaid Distribution for the
      then-current Distribution Period to the date fixed for redemption.

     

    If
      the
      Company gives notice of redemption of the exchange Series 5 preferred
      securities, then by 12:00 Noon, New York City time on the relevant redemption
      date, the Company will:

     

    
      	
               

            	
              •

            	
              irrevocably
                deposit with the paying agent funds sufficient to pay the foregoing
                redemption price, including the amount of accrued and unpaid Distribution
                for the then-current Distribution Period to the date fixed for redemption;
                and

            


    

     

    
      	
               

            	
              •

            	
              give
                the paying agent irrevocable instructions and authority to pay the
                redemption price to the holders of the exchange Series 5 preferred
                securities.

            


    

     

    If
      the
      notice of redemption has been given, and the funds deposited as required, then
      on the date of such deposit:

     

    •      distributions
      on the exchange Series 5 preferred securities called for redemption shall
      cease;

     

    •      such
      exchange Series 5 preferred securities will no longer be considered outstanding;
      and

     

    
      	
               

            	
              •

            	
              the
                holders will no longer have any rights as holders except the right
                to
                receive the redemption price.

            


    

     

    If
      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 or the Bank improperly
      withholds or refuses to pay the redemption price of the exchange Series 5
      preferred securities, Distributions will continue to accrue at the rate
      specified from the redemption date to the date of actual payment of the
      redemption price.

     

    In
      order
      to comply with certain Spanish capital adequacy regulations, neither the Company
      nor the Bank nor any of their respective subsidiaries shall at any time purchase
      exchange Series 5 preferred securities, without the prior consent of the Bank
      of
      Spain, and in any event not earlier than January 31, 2017. Notwithstanding
      the
      foregoing, if Spanish law were to change and such purchases are permitted before
      January 31, 2017, then, subject to applicable law, the Company, the Bank and
      any
      of their respective subsidiaries may at any time and from time to time purchase
      outstanding exchange Series 5 preferred securities by tender, in the open market
      or by private agreement.

     

    Any
      exchange Series 5 preferred securities so purchased by the Company shall be
      immediately cancelled.

     

    Rights
      upon Liquidation

     

    If
      the
      Company is voluntarily or involuntarily liquidated, dissolved or wound-up,
      the
      holders of outstanding exchange Series 5 preferred securities will be entitled
      to receive out of the assets that are available to be distributed to holders,
      and before any assets are distributed to holders of ordinary shares or any
      other
      class of shares of the Company ranking junior to the exchange Series 5 preferred
      securities as to participation in assets, but together with holders of any
      other
      Preferred Securities of the Company ranking equally with the exchange Series
      5
      preferred securities as to participation in assets, the following liquidation
      distribution:

     

    •      $25.00
      per exchange Series 5 preferred security, plus

     

    
      
        
        

      

      
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              an
                amount equal to the accrued and unpaid Distributions for the then-current
                Distribution Period up to the date of
                payment.

            


    

     

    If
      at the
      time that any liquidation distribution is to be paid, proceedings are also
      pending or have been commenced for the voluntary or involuntary liquidation,
      dissolution or winding-up of the Bank or for a reduction in the Bank’s
      shareholders’ equity pursuant to Article 169 of the Spanish Corporations Act
      (Ley de Sociedades Anónimas), then the liquidation distribution to be
      paid to the holders:

     

    •      of
      all Preferred Securities of the Company;

     

    •      of
      all Preferred Securities of other subsidiaries of the Bank; and

     

    •      of
      Preferred Securities issued by the Bank,

     

    will
      be
      limited to and not exceed the amount that would have been paid as the
      liquidation distribution from the assets of the Bank (after payment in full
      in
      accordance with Spanish law of all creditors of the Bank, including holders
      of
      subordinated debt but excluding holders of any guarantee or any other
      contractual right expressed to rank equally with or junior to the Guarantee),
      had all such Preferred Securities been issued by the Bank, and

     

    •      ranked
      junior to all liabilities of the Bank;

     

    
      	
               

            	
              •

            	
              ranked
                pari passu with the most senior Preferred Securities which could
                have been issued by the Bank (if any);
                and

            


    

     

    •      ranked
      senior to the Bank’s ordinary shares.

     

    The
      above
      limitation will apply even if the Company has at the time sufficient assets
      to
      pay the liquidation distribution to the holders of all Preferred Securities
      issued by it, including the exchange Series 5 preferred securities.

     

    If
      the
      foregoing liquidation distribution relating to the exchange Series 5 preferred
      securities and other Preferred Securities cannot be made in full due to the
      limitation described above, then all payments will be made pro rata in the
      proportion that the amount available for payment bears to the full amount that
      would have been payable, had there been no such limitation.

     

    Upon
      receipt of payment of the liquidation distribution, holders of exchange Series
      5
      preferred securities will have no right or claim on any of the remaining assets
      of either the Company or the Bank.

     

    Except
      as
      provided in the second paragraph above with respect to any liquidation or
      winding up of the Bank or a reduction in its shareholders’ equity, the Bank will
      not permit, and will not take any action to cause, the liquidation, dissolution
      or winding-up of the Company.

     

    Voting
      Rights

     

    The
      holders of exchange Series 5 preferred securities will not have any voting
      rights unless either the Company or the Bank, under the Guarantee, fails to
      pay
      Distributions in full on the exchange Series 5 preferred securities for four
      consecutive Distribution Periods.  In such event, the holders of
      outstanding exchange Series 5 preferred securities, together with the holders
      of
      any other series of Preferred Securities of the Company then also having the
      right to vote for the election of directors, acting as a single class without
      regard to series, will be entitled to:

     

    
      
        
        

      

      
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    •      appoint
      two additional members of the board of directors of the Company;

     

    •      remove
      any such board member from office; and

     

    •      appoint
      another person(s) in place of such member(s).

     

    This
      can
      be accomplished by either:

     

    •      written
      notice given to the Company by the holders of a majority in liquidation
      preference; or

     

    
      	
               

            	
              •

            	
              an
                ordinary resolution passed by the holders of a majority in liquidation
                preference of the securities present in person or by proxy at a special
                general meeting of the holders convened for that
                purpose.

            


    

     

    If
      the
      written notice of the holders is not given as provided in the preceding
      paragraph, the board of directors of the Company, or a duly authorized committee
      of the board of directors, is required to convene a special general meeting
      for
      the above purpose, no later than 30 days after this entitlement
      arises.

     

    If
      the
      board of directors of the Company, or its duly authorized committee, fails
      to
      convene this meeting within the required 30-day period, the holders of 10%
      in
      liquidation preference of the outstanding exchange Series 5 preferred securities
      and other Preferred Securities of the Company are entitled to convene the
      meeting. The Company will determine the place where the separate general meeting
      will be held.

     

    Immediately
      following a resolution for the appointment or the removal of additional members
      to the board of directors, the special general meeting of holders shall give
      notice of such to:

     

    
      	
               

            	
              (1)

            	
              the
                board of directors of the Company so that it may, where necessary,
                call a
                general meeting of the shareholders of the Company;
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                shareholders of the Company, so that they may hold a general meeting
                of
                shareholders.

            


    

     

    The
      shareholders of the Company have undertaken to vote in favor of the appointment
      or removal of the directors so named by the special general meeting of the
      holders and to take all necessary measures in such regard.

     

    Once
      distributions have been paid in full in respect of the exchange Series 5
      preferred securities for four consecutive Distribution Periods and any other
      Preferred Securities of the Company in respect of such distribution periods
      as
      set out in their own terms and conditions, any member of the board of directors
      of the Company that has been appointed in the manner described in the preceding
      paragraphs is required to vacate office.

     

    Under
      the
      Articles of the Company, its board of directors must have a minimum of three
      members and a maximum of eleven members. At the date of the public deed of
      issuance of the exchange Series 5 preferred securities, the board of directors
      of the Company has four directors.

     

    Any
      amendments or abrogation of the rights, preferences and privileges of the
      exchange Series 5 preferred securities will not be effective, unless otherwise
      required by applicable law and except:

     

    
      	
               

            	
              •

            	
              with
                the consent in writing of the holders of at least two-thirds of the
                outstanding exchange Series 5 preferred securities;
                or

            


    

     

    
      
        
        

      

      
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              with
                the sanction of a special resolution passed at a separate general
                meeting
                by the holders of at least two-thirds of the outstanding exchange
                Series 5
                preferred securities.

            


    

     

    If
      the
      Company, or the Bank under any guarantee, has paid in full the most recent
      distribution payable on each series of the Company’s Preferred Securities, the
      Company, the holders of its ordinary shares, or its board of directors may,
      without the consent or sanction of the holders of its Preferred
      Securities:

     

    
      	
               

            	
              •

            	
              take
                any action required to issue additional Preferred Securities or authorize,
                create and issue one or more other series of Preferred Securities
                of the
                Company ranking equally with the exchange Series 5 preferred securities,
                as to the participation in the profits and assets of the Company,
                without
                limit as to the amount; or

            


    

     

    
      	
               

            	
              •

            	
              take
                any action required to authorize, create and issue one or more other
                classes or series of shares of the Company ranking junior to the
                Preferred
                Securities, as to the participation in the profits or assets of the
                Company.

            


    

     

    However,
      if the Company, or the Bank under any guarantee, has not paid in full the most
      recent distribution payable on each series of Preferred Securities, then the
      prior consent of the holders of at least two thirds in liquidation preference
      of
      the outstanding Preferred Securities of the Company will be required to carry
      out such actions.  Such consent may be granted in writing by the
      holders, or with the sanction of a special resolution passed at a separate
      general meeting of holders.

     

    The
      vote
      of the holders of exchange Series 5 preferred securities is not required to
      redeem and cancel the exchange Series 5 preferred securities. Spanish law does
      not impose any restrictions on the ability of holders of Preferred Securities
      who are not residents or citizens of Spain to hold or vote such Preferred
      Securities.

     

    If
      the
      shareholders of the Company propose a resolution providing for the liquidation,
      dissolution or winding-up of the Company, the holders of all the outstanding
      Preferred Securities of the Company:

     

    
      	
               

            	
              •

            	
              will
                be entitled to receive notice of and to attend the general meeting
                of
                shareholders called to adopt this resolution;
                and

            


    

     

    
      	
               

            	
              •

            	
              will
                be entitled to hold a separate and previous general meeting of holders
                and
                vote together as a single class without regard to series on such
                resolution, but not on any other
                resolution.

            


    

     

    The
      above
      resolution will not be effective unless approved by the holders of a majority
      in
      liquidation preference of all outstanding Preferred Securities of the
      Company.

     

    The
      result
      of the above mentioned vote shall be disclosed at the general shareholders
      meeting as well as the fact that the shareholder of the Company has undertaken
      to vote in the correspondent general shareholders meeting in conformity with
      the
      vote of the separate general meeting of holders.

     

    Notice,
      attendance, or approval is not required if the liquidation, dissolution and
      winding-up of the Company is initiated due to:

     

    •      the
      liquidation, dissolution or, winding up of the Bank; or

     

    
      	
               

            	
              •

            	
              a
                reduction in shareholders equity of the Bank under Article 169 of
                the
                Corporations Law of Spain.

            


    

     

    
      
        
        

      

      
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    The
      Company shall cause a notice of any meeting at which the holders of exchange
      Series 5 preferred securities are entitled to vote, to be mailed to each record
      holder of exchange Series 5 preferred securities. This notice will include
      a
      statement regarding:

     

    •      the
      date, time and place of the meeting;

     

    
      	
               

            	
              •

            	
              a
                description of any resolution to be proposed for adoption at the
                meeting
                at which the holders are entitled to vote;
                and

            


    

     

    •      instructions
      for the delivery of proxies.

     

    Special
      General Meetings

     

    A
      Special
      General Meeting (the “Special General Meeting”), which will be constituted by
      all holders of preferred securities of the Company, will be called by the board
      of directors of the Company.

     

    The
      quorum
      shall be the holders of such preferred securities holding one-quarter of the
      liquidation preference of all preferred securities of the Company issued and
      outstanding.  If the attendance of one-quarter of the holders of such
      preferred securities issued and outstanding cannot be obtained, such Special
      General Meeting may be re-convened one day after the first meeting and such
      meeting shall be validly convened irrespective of the number of preferred
      securities present or represented.

     

    In
      a
      Special General Meeting all resolutions shall be made by the majority set out
      in
“Voting Rights” above, and will be binding on all of the holders of such
      preferred securities, including those not in attendance and
      dissenters.

     

    All
      holders of preferred securities who are able to show that they held their
      securities five days prior to the date of the Special General Meeting shall
      be
      entitled to attend with the right to speak and vote.  Holders of such
      preferred securities shall prove that they held preferred securities in the
      manner and subject to the requirements set out in the announcement published
      when convening such Special General Meeting. Holders of such preferred
      securities may delegate their representation to another person, by an individual
      signed letter for each meeting.

     

    The
      convening of a Special General Meeting will be carried out in accordance with
      the rules governing the calling and holding of meetings of holders of each
      series of preferred securities.

     

    A
      Special
      General Meeting of holders of the Company’s preferred securities will be
      convened (i) so long as any Series 5 preferred security is listed on the London
      Stock Exchange and the London Stock Exchange so requires by publication in
      an
      English language newspaper in London (which is expected to be the Financial
      Times) or, if such publication is not practicable but is required by the rules
      of the London Stock Exchange, in a leading daily newspaper in English and having
      general circulation in Europe, (ii) in accordance with the requirements of
      any
      security exchange on which the exchange Series 5 preferred securities are listed
      and (iii) by mail to DTC (in each case not less that 30 nor more than 60 days
      prior to the date of the act or event to which such notice, request or
      communication relates).

     

    Registrar,
      Transfer Agent and Paying Agent

     

    The
      Bank
      of New York, located at 101 Barclay Street, New York, New York 10286 at the
      time
      of the issuance of the public deed, will act as registrar, transfer agent and
      paying agent for the exchange Series 5 preferred securities, which together
      with
      its successors and assigns, we will refer to as “ the Paying
      Agent.”

     

    
      
        
        

      

      
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    Ranking
      of the Series 5 Preferred Securities

     

    The
      exchange Series 5 preferred securities will rank (a) junior to all liabilities
      of the Company including subordinated liabilities, (b) pari passu with
      each other and with any other series of Preferred Securities of the Company
      and
      (c) senior to the Company’s ordinary shares.

     

    The
      holders of exchange Series 5 preferred securities by their subscription or
      acquisition waive any different priority that Spanish law or regulations could
      grant at any time, and particularly those arising from articles 92 and 158
      of
      Law 22/2003 (Ley Concursal), if any.

     

    Transfer

     

    The
      transfer of a Series 5 Preferred Security, and the benefit of the Guarantee,
      may
      be registered by surrendering the certificate evidencing the Series 5 Preferred
      Security to be transferred together with the form of transfer endorsed on it
      duly completed and executed, at the office of the registrar.

     

    The
      Company will register transfers of Series 5 Preferred Securities without charge
      but with payment (or the giving of such indemnity for the benefit of the Company
      as the registrar may require) for any tax or other governmental charges, which
      may be imposed in relation to the transfer.

     

    The
      Company will not register the transfer of any Series 5 Preferred Securities
      after such securities have been called for redemption.

     

    Replacement
      of Lost Certificates

     

    If
      any
      certificate for exchange Series 5 preferred securities is mutilated or alleged
      to have been lost, stolen or destroyed, a new certificate representing the
      same
      security may be issued to the record holder upon request but subject to either
      delivery of the old certificate or (if alleged to have been lost, stolen or
      destroyed) compliance with such preconditions of indemnity and payment of the
      Company’s and Paying Agent’s out-of-pocket expenses related to such request as
      the board of directors of the Company may then determine.

     

    Miscellaneous

     

    Exchange
      Series 5 preferred securities are not subject to any mandatory redemption or
      sinking fund provisions.  Holders of exchange Series 5 preferred
      securities have no preemptive rights.

     

     

     

    
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