EX-4.3



 Exhibit 4.3 

SANTANDER HOLDINGS USA, INC. 

Company 
 to 

DEUTSCHE BANK TRUST COMPANY AMERICAS 

Trustee 
 Seventh Supplemental
Indenture 
 SENIOR DEBT SECURITIES 

Dated as of May 26, 2016 







 TABLE OF CONTENTS 

 
  

 

					
	 	  	PAGE	 
		
	 ARTICLE 1 Scope Of Seventh 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 Senior Floating Rate Note due 2017
	  	 	A-1	  


  
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 SEVENTH SUPPLEMENTAL INDENTURE 

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of May 26, 2016, 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” and as supplemented by this Seventh Supplemental Indenture, the “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, 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 $600,000,000 aggregate principal amount of a new
series of the Securities of the Company designated as its Senior Floating Rate Notes due 2017 (the “Notes”) have been authorized by resolutions adopted by the board of directors of the Company; 

WHEREAS, the Company desires to issue and sell $600,000,000 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 Seventh 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 Seventh Supplemental Indenture; and 
 WHEREAS, the Company
has requested that the Trustee execute and deliver this Seventh 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 SEVENTH SUPPLEMENTAL INDENTURE 

Section 1.01. Scope. This Seventh 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 as though all the provisions thereof are contained in one instrument. Except as expressly amended by the Seventh Supplemental Indenture, the terms and provisions of the Base
Indenture shall remain in full force and effect. Notwithstanding the foregoing, this Seventh Supplemental Indenture shall only apply to the Notes.







 ARTICLE 2 

DEFINITIONS 

Section 2.01. Definitions and Other Provisions of General Application. For all purposes of this Seventh Supplemental Indenture
unless otherwise specified herein: 
 (a) all terms used in this Seventh Supplemental Indenture which are not otherwise defined herein
shall have the meanings they are given in the Base Indenture; 
 (b) the provisions of general application stated in Sections 1.02 through
1.15 of the Base Indenture shall apply to this Seventh Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import
refer to this Seventh 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 Seventh 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: 
 “Calculation Agent” means Deutsche Bank Trust Company Americas,
as the interest calculation agent, or any successor as the Company may appoint from time to time, pursuant to that certain Interest Calculation Agreement, dated as of May 26, 2016, by and between the Company and Deutsche Bank Trust Company Americas.

 “Issue Date” means May 26, 2016. 

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 Seventh
Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Seventh 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. Senior Floating Rate
Notes due 2017” and the CUSIP number “80282K AJ5.” 
 (b) Principal Amount. The aggregate principal amount of the
Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $600,000,000 on the Issue Date. Provided that no 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 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 

  
 2 








 
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 not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, as provided for in the Base Indenture.

(d) Maturity Date. The entire outstanding principal of the Notes shall be payable on November 24, 2017 (the “Maturity
Date”). 
 (e) Interest. The rate at which the Notes shall bear interest shall be Three-Month LIBOR (as determined in
accordance with the Notes) plus 1.45% per annum (the “Applicable Rate”); the date from which interest shall accrue on the Notes shall be May 26, 2016 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 February 24, May 24, August 24 and November 24 of each year, beginning August 24, 2016. 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). The Applicable Rate shall reset on each Interest Payment Date (each, individually, an “Interest Reset Date”). The Applicable Rate shall be determined on the latest business day that is at least two business
days prior to the applicable Interest Reset Date. The Applicable Rate will be determined by the Calculation Agent, in accordance with the instructions on the Notes, a form of which is attached hereto as Exhibit A. 

(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) [Reserved.] 
 (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. 

  
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 (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 prospectus supplement dated May 24, 2016 relating to the offering of
the Securities.
 ARTICLE 5 

MISCELLANEOUS 

Section 5.01. Trust Indenture Act of 1939. This Seventh 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 Seventh 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 Seventh 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 Seventh 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 supplemented and amended by this Seventh Supplemental Indenture, is in all
respects ratified and confirmed. The Base Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Seventh 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 supplemented by this Seventh Supplemental Indenture, and agrees to perform the same upon the
terms and conditions of the Base Indenture, as supplemented by this Seventh Supplemental Indenture.
 Section
5.06. Effectiveness. The provisions of this Seventh Supplemental Indenture shall become effective as of the date hereof.

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

  
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 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
Seventh Supplemental Indenture, the Notes, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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/ Juan Carlos Alvarez de Soto

	Name:	 	Gerard A. Chamberlain	 		 	Name:	 	Juan Carlos Alvarez de Soto
	Title:	 	Assistant Secretary	 		 	Title:	 	Treasurer and Senior Executive Vice President

 SIGNATURE PAGE TO SEVENTH
SUPPLEMENTAL INDENTURE 







 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	 /s/ Irina Golovashchuk

		
	By:	 	 /s/ Jeffrey Schoenfeld



 SIGNATURE PAGE TO SEVENTH
SUPPLEMENTAL INDENTURE 







 EXHIBIT A 

FORM OF NOTE 
 [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 THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED 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.]

 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.
 SANTANDER HOLDINGS USA, INC. 

Senior Floating Rate Notes due 2017 
  

					
	CUSIP No. 80282K AJ5	  			
	ISIN: US8028KA51	  			
	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 November 24, 2017, and to pay interest thereon from May 26, 2016 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 24,
May 24, August 24 and November 24 in each year, commencing August 24, 2016, and at the Maturity Date, at a floating rate of equal to Three-Month LIBOR plus 1.45% per annum (calculated on the basis of a 360-day year of twelve 30-day months)
(the “Applicable Rate”), 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 Three-Month LIBOR
(determined as provided below) plus 1.45% 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. 
 Three-Month LIBOR will be determined by the Calculation Agent in accordance with the
following provisions: 
 (1) With respect to any Interest Determination Date, Three-Month LIBOR will be the rate (expressed as a percentage
per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate appears,
then Three-Month LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below. 

  
 A-1 








 (2) With respect to an Interest Determination Date on which no rate appears on Reuters Page
LIBOR01, the Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include affiliates of the underwriter), as selected by the Company, to provide its offered quotation
(expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that
Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then Three-Month LIBOR on that Interest Determination Date
will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then Three-Month LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of
New York, on the Interest Determination Date by three major banks in the City of New York (which may include affiliates of the underwriter) selected by the Company for loans in U.S. dollars to leading European banks, for a period of three months,
commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, Three-Month LIBOR on the Interest
Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, Three-Month LIBOR on the Interest Determination Date will be Three-Month LIBOR in effect with respect to the immediately preceding Interest
Determination Date. 
 The “Interest Reset Date” will be on February 24, August 24 and November 24 of each year. The
“Interest Determination Date” will be the latest business day that is at least two business days prior to the Interest Reset Date on which the Three-Month LIBOR can be determined. 

“Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such
service (or any successor service) for the purpose of displaying London interbank offered rates of major banks for U.S. dollars. 
 Interest
will accrue from and including the most recent interest payment date on which interest is paid or duly provided for, or, if no interest is paid or duly provided for, the date will be from and including May 26, 2016. Interest will accrue to, but
excluding, the next interest payment date, or if earlier, the date on which the principal is paid or duly made available for payment. 

Accrued interest will be calculated by multiplying the principal amount of the note by an accrued interest factor. The accrued interest factor
will be the sum of the interest factors calculated for each day in the period for which the interest is being paid. 
 The interest factor
for each day will be computed by dividing the annual interest rate expressed as a decimal applicable to that day by 360. 
 All percentages
resulting from this calculation will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. All calculations of the accrued interest factor for any
day will be rounded, if necessary, to the nearest one hundred-millionth, with five one-billionths rounded upward. All dollar amounts used in or resulting from any of these calculations will be rounded to the nearest cent, with one-half cent
being rounded upwards. 
 The interest rate in effect on each day will be: 

 

	 	•	 	if the day is an Interest Reset Date, the interest rate for the Interest Determination Date related to the Interest Reset Date; or 

  

	 	•	 	if the day is not an Interest Reset Date, the interest rate for the Interest Determination Date related to the next preceding Interest Reset Date. 


The “Calculation Date” related to any Interest Determination Date on the Security will be the earlier of: 

 

	 	•	 	the tenth calendar day after the Interest Determination Date, or, if that day is not a business day, the following Business Day; and 


 

	 	•	 	the Business Day before the interest payment date, maturity date or redemption date. 

 The
Calculation Agent will notify the Company when determined and, at the written request of the holder 
 of this note, notify the holder of: 

 

	 	•	 	the interest rate; 

  

	 	•	 	the interest amount; 

  

	 	•	 	the interest period; and 

  

	 	•	 	the interest payment date. 


  
 A-2 








 If an Interest Payment Date falls on a day that is not a Business Day (as defined below), the
related payment shall be made on the next succeeding Business Day with the same force and effect as if made on the day such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Maturity Date or
Interest Payment Date, as the case may be. However, if the next Business Day falls in the next calendar month, then the interest payment date will be advanced to the next preceding day that is a business day. If the Maturity Date or any earlier
redemption or repayment date falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest, if any, will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period
from and after the maturity, redemption or repayment date as a result of such delay in payment. The term “Business Day” means any day that is not a Saturday or Sunday and that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to be closed in The City of New York, New York or London, England. 

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, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
 Unless the certificate of
authentication hereon has been executed by the Trustee by the manual signature of one of its authorized signatories, this Security shall not be valid or obligatory for any purpose. 

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 








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

Dated:
  

									
	Attest	 		 		 	 SANTANDER HOLDINGS USA, INC.

as the Company 

					
	By:	 	  
	 		 	By:	 	  

	Name:	 		 		 	Name:	 	
	Title:	 		 		 	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:	 	Deutsche Bank National Trust Company
		
	By:	 	  




  
 A-4 








 [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 supplemented by a Seventh Supplemental Indenture, dated as of May 26, 2016, between the Company and
the Trustee (herein called the “Seventh Supplemental Indenture” and, together with the Base 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 $500,000,000. 
 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 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 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 Event of Default
as Trustee and offered 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.

  
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 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.

  
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