EXHIBIT
4.2

     

    
      FIXED-TO-FLOATING
NON-CUMULATIVE GUARANTEED

      SERIES 11
PREFERRED
SECURITIES,

      PAR
VALUE $1,000 PER SECURITY

      


      


       

      
        	NUMBER:     	
                NO. OF
      SHARES:     

              

CUSIP:
80281R AC6

      ISIN:
US80281RAC60

      AMOUNT:
$    (*)

      


      UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), THE BANK NEW YORK MELLON, AS
TRANSFER AGENT, PAYING AGENT, REGISTRAR AND AS CALCULATION AGENT, OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, PAYMENT OR CALCULATION OF INTEREST RATE,
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 Fixed-to-Floating Non-Cumulative Guaranteed
Series 11 Preferred Securities, par value $1,000 per security, of Santander
Finance Preferred, S.A. Unipersonal, with corporate address at Ciudad Grupo
Santander, Avenida de Cantabria, 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 Registrar, Transfer and Paying Agent and Calculation
Agent.

      


      The
Series 11 Preferred Securities have been documented in a public deed granted
on     , 2009 before the
Notary Public of Madrid, Spain, Mr.      under
number                 
of his official files.

      


      


      Witness
the signature of the duly authorized officer of the Company.

      


      Date:     ,
2009

       

      
         

      

      
        
          

        

      

      Name: 

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

       

      Title:

      COUNTERSIGNED
AND REGISTERED

      THE BANK
NEW YORK MELLON

      CALCULATION
AGENT

      


      


      By: _________________________

               Authorized
Officer

       

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
 

      COUNTERSIGNED

      THE BANK
NEW YORK MELLON

      REGISTRAR
, TRANSFER AND PAYING AGENT

      


      


      By: _________________________

               Authorized
Officer

      


      


      


      (*)  For
informational purposes only, this amount was equal to Euros      based on the
exchange rate of US$     = Euros 1
on     , 2009.

      


      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      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     , 2009 (THE
“GUARANTEE”), EXECUTED AND DELIVERED BY BANCO SANTANDER, S.A. (THE “GUARANTOR”)
FOR THE BENEFIT OF 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 11 PREFERRED SECURITIES

      


       

      Distributions

       

      Non-cumulative
cash distributions (the “Distributions”) on the Series 11 Preferred
Securities accrue from the date of original issuance and are payable
semi-annually in arrears on March 29 and September 29 in each year,
commencing on March 29, 2010 to September 29, 2014 (the “Reset Date”)
, and on the Reset Date (each such date, a “Fixed Distribution Date”), and
quarterly in arrears on March 29, June 29, September 29 and December 29 in each
year, commencing on December 29, 2014 (each such date, a “Floating
Distribution Date”). A Fixed Distribution Date
or a Floating Distribution Date are each referred to as a “Distribution
Date.”

       

      Payment
of cash distributions in any year on the Series 11 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 Guarantor), is limited
by the amount of the Distributable Profits (as defined below) of the Guarantor
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 Guarantor) 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 11 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 Guarantor
      would be prevented at such time from making payments on its ordinary
      shares or on Preferred Securities issued by the
  Guarantor.

              


      

       

      “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
Guarantor, which are entitled to the benefit of a guarantee ranking pari passu with the
Guarantor’s obligations under the Guarantee, or any such securities or
instruments issued by the Guarantor and ranking pari passu with the
Guarantor’s obligations under the Guarantee.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

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

       

      “Distributable
Profits” means, for any fiscal year, the reported net profit (calculated in
compliance with the regulations of the Bank of Spain) of the Guarantor,
determined after tax and extraordinary items for such year, as derived from the
non-consolidated audited profit and loss account of the Guarantor, 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 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 Guarantor 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 Series 11 Preferred Securities,
all distributions paid upon the Series 11 Preferred Securities and all
other Preferred Securities will be paid pro rata among the
Series 11 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
Series 11 Preferred Securities and all other Preferred Securities bear to
each other.

       

      If
Distributions are not paid on the Series 11 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 Series 11 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 Guarantor 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 Series 11 Preferred Securities are paid for any future Distribution
Period.

       

      Distributions
on the Series 11 Preferred Securities are payable semi-annually at a fixed
rate of 10.5% per year from and including the date of issuance to but excluding
the Reset Date, and during the period from and including the Reset Date, the
rate of Distributions on the Series 11 Preferred Securities will be reset
quarterly on the first day of each LIBOR Distribution Period (as defined below)
to a rate (the “Applicable Rate”), as determined by the Calculation Agent (as
defined below), equal to U.S. dollar three month LIBOR, plus      %.

       

      All
calculations made by the Calculation Agent for the purposes of calculating
Distributions payable for any LIBOR Distribution Period shall be conclusive and
binding, absent manifest errors.

       

      Distributions
on the Series 11 Preferred Securities from and including the date of
issuance to but excluding the Reset Date will be computed on the basis of a
360-day year of twelve 30-day months. The Distribution payable in respect of any
Fixed Distribution Period (defined as any period from and including one Fixed
Distribution Date (or, in the case of the first Fixed Distribution Period, the
date of issuance) to but excluding the next Fixed Distribution Date), will be
computed on the basis of twelve 30-day months and a 360-day year.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      From and
including the Reset Date, the amount of accrued Distributions for each day with
respect to the Series 11 Preferred Securities (the “LIBOR Daily
Distribution Amount”), will be calculated by dividing the Applicable Rate in
effect for that day by 360 and multiplying the result by the aggregate
outstanding principal amount of the Series 11 Preferred Securities on that
day. The amount of Distributions to be paid on the Series 11 Preferred
Securities for each LIBOR Distribution Period (as defined below) will be
calculated by adding the applicable LIBOR Daily Distribution Amounts for each
day in the LIBOR Distribution Period.

       

      Except as
described below for the first LIBOR Distribution Period, on each Floating
Distribution Date, the Company or the Guarantor, as the case may be, will pay
Distributions on the Series 11 Preferred Securities for the period
commencing on and including the immediately preceding Floating Distribution Date
and ending on but excluding that Floating Distribution Date. The first LIBOR
Distribution Period on the Series 11 Preferred Securities will begin on and
include the Reset Date and, subject to the immediately preceding paragraph, will
end on and include the day immediately preceding the first Floating Distribution
Date.

       

      Each
period for which Distributions are payable on the Series 11 Preferred
Securities based on the Applicable Rate is referred to as a “LIBOR Distribution
Period.” Any LIBOR Distribution Period or Fixed Distribution Period are each
referred to as a “Distribution Period.”

       

      The
Applicable Rate for each LIBOR Distribution Period on the related Floating
Distribution Date will be the rate determined as of the applicable interest
determination date. The “interest determination date” will be the second London
business day immediately preceding the first day of that LIBOR Distribution
Period.

       

      “LIBOR”
with respect to each LIBOR Distribution Period shall be the rate (expressed as a
percentage per annum) for deposits in United States dollars for a three-month
period beginning on the first day of that LIBOR Distribution Period that appears
on Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m.,
London time, on the applicable interest determination date. “Reuters Screen
LIBOR01 Page” means the display designated on page “LIBOR01” on Reuters Screen
(or such other page as may replace the LIBOR01 page on that service, any
successor service or such other service or services as may be nominated by the
British Bankers’ Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits). If no rate appears on Reuters Screen
LIBOR01 Page, LIBOR for such interest determination date will be determined in
accordance with the provisions of the next paragraph below.

       

      With
respect to an interest determination date on which no rate appears on Reuters
Screen LIBOR01 Page as of approximately 11:00 a.m., London time, on such
interest determination date, the Calculation Agent shall request the principal
London offices of each of four major reference banks in the London interbank
market selected by the Calculation Agent (after consultation with the Company
and the Guarantor) to provide the Calculation Agent with a quotation of the rate
at which deposits of U.S. dollars having a three-month maturity, commencing on
the second London business day immediately following such interest determination
date, are offered by it to prime banks in the London interbank market as of
approximately 11:00 a.m., London time, on such interest determination date in a
principal amount equal to an amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time. If at least
two such quotations are provided, LIBOR for such interest determination date
will be the arithmetic mean of such quotations as calculated by the Calculation
Agent. If fewer than two quotations are provided, LIBOR for such interest
determination date will be the arithmetic mean of the rates quoted as of
approximately 11:00 a.m., New York City time, on such interest determination
date by three major banks selected by the Calculation Agent (after
consultation with the Company and the Guarantor) for loans in U.S. dollars to
leading European 

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      banks
having a three-month maturity commencing on the second London business day
immediately following such interest determination date and in a principal amount
equal to an amount of not less than U.S. $1,000,000 that is representative for a
single transaction in such market at such time; provided, however, that if the
banks selected as aforesaid by the Calculation Agent are not quoting such rates
as mentioned in this sentence, LIBOR for such interest determination date will
be LIBOR determined with respect to the immediately preceding interest
determination date.

       

      All
percentages resulting from any calculation of any Applicable Rate for the
Series 11 Preferred Securities will be rounded, if necessary, to the
nearest one hundred thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward, e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655), and all dollar amounts will be rounded to the
nearest cent, with one-half cent being rounded upward.

       

      Promptly
upon such determination, the Calculation Agent will notify the Company and the
Guarantor of Applicable Rate for the new LIBOR Distribution Period.

       

      If any
Fixed Distribution Date would fall on a day on which banks in the city of
Madrid, Spain or The City of New York are not open for business or on which
foreign exchange dealings may not be conducted in the city of Madrid, Spain or
The City of New York (a “business day”), then payment of the Distribution
payable on such Fixed Distribution 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).

       

      If any
Floating Distribution Date would fall on a day that is not a LIBOR Business Day
(as defined below), that Distribution Date will be postponed to the following
day that is a LIBOR Business Day, except that if such next LIBOR Business Day is
in a different month, then that Distribution Date will be the immediately
preceding day that is a LIBOR Business Day. A “LIBOR Business Day” is a day
other than a Saturday, a Sunday or any other day on which banking institutions
in Madrid, Spain, New York, New York or London, England are authorized or
required by law or executive order to close.

       

      Except as
hereinabove provided, holders of the Series 11 Preferred Securities will
have no right to participate in the profits of the Company.

       

      Distributions
on the Series 11 Preferred Securities will be payable to the record holders
thereof as they appear on the register for the Series 11 Preferred
Securities on record dates (each such record date, a “Distribution Record
Date”), which will be on the 15th calendar day preceding the relevant payment
dates.  The Company and the Guarantor have been informed by DTC that
distributions on the Global Preferred Security Certificate (as defined below)
will be paid over to DTC participants in respect of their record holdings on the
applicable Distribution Record Date.

       

      Optional
Redemption

       

      The
Series 11 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, at any time on or after the fifth anniversary of the issuance date of such
Series 11 Preferred Securities upon not less 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 $1,000 per Series 11 Preferred Security, plus the
accrued and unpaid Distribution, if any, for the then-current
Distribution Period to the date fixed for redemption.

       

      If the
Company gives notice of redemption of the Series 11 Preferred Securities,
then by 12:00 Noon, New York City time on the relevant redemption date, the
Company will:

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      
        	
                ·  

              	
                irrevocably
      deposit with the Paying Agent (as defined below) funds sufficient to pay
      the foregoing redemption price, including the amount of accrued and unpaid
      Distribution, if any, 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 Series 11 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 Series 11 Preferred Securities called for redemption shall
      cease;

              


      

       

      
        	
                ·  

              	
                such
      Series 11 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 the Company or the Guarantor improperly
withholds or refuses to pay the redemption price of the Series 11 Preferred
Securities called for redemption, Distributions will continue to accrue at the
rate specified from the redemption date to the date of actual payment of the
redemption price.

       

      Any
acquisition by the Company, the Guarantor or any of its subsidiaries of
Series 11 Preferred Securities shall be made in accordance with applicable
laws and regulations.  Any Series 11 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 Series 11 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 Series 11 Preferred
Securities as to participation in assets, but together with holders of any other
Preferred Securities of the Company ranking equally with the Series 11
Preferred Securities as to participation in assets, the following liquidation
distribution:

       

      
        	
                ·  

              	
                $1,000
      per Series 11 Preferred Security,
plus

              


      

       

      
        	
                ·  

              	
                an
      amount equal to the accrued and unpaid Distributions, if any, 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 Guarantor or for a reduction in the Guarantor’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 Guarantor;
      and

              


      

       

      
        	
                ·  

              	
                of
      Preferred Securities issued by the
Guarantor,

              


      

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      will be
limited to and not exceed the amount that would have been paid as the
liquidation distribution from the assets of the Guarantor (after payment in full
in accordance with Spanish law of all creditors of the Guarantor, 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 Guarantor,
and:

       

      
        	
                ·  

              	
                ranked
      junior to all liabilities of the
Guarantor;

              


      

       

      
        	
                ·  

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

              


      

       

      
        	
                ·  

              	
                ranked
      senior to the Guarantor’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 Series 11 Preferred Securities.

       

      If the
foregoing liquidation distribution relating to the Series 11 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 Series 11
Preferred Securities will have no right or claim on any of the remaining assets
of either the Company or the Guarantor.

       

      Except as
provided in the second paragraph above with respect to any liquidation or
winding up of the Guarantor or a reduction in its shareholders’ equity, the
Guarantor 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 Series 11 Preferred Securities will not have any voting rights
unless either the Company or the Guarantor, under the Guarantee, fails to pay
Distributions in full on the Series 11 Preferred Securities for four
consecutive Distribution Periods. In that event, the holders of outstanding
Series 11 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:

       

      
        	
                ·  

              	
                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.

              


      

       

      
        
          
          

        

        
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      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, not 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 Series 11 Preferred Securities and
other Preferred Securities of the Company are entitled to convene the meeting.
The Company will determine the place where the special 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
shareholder of the Company, so that they may hold a general meeting of
shareholders.

       

      The
shareholder of the Company has 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 Series 11 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 Series 11 Preferred Securities, the board of directors of the
Company has four directors.

       

      Any
amendments or abrogation of the rights, preferences and privileges of the Series
11 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 Series 11 Preferred Securities;
or

              


      

       

      
        	
                ·  

              	
                with
      the sanction of a special resolution passed at a special general
      meeting by the holders of at least two-thirds of the outstanding Series 11
      Preferred Securities.

              


      

       

      If the
Company, or the Guarantor 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 Series 11 Preferred Securities, as to the
      participation in the profits and assets of the Company, without limit as
      to the amount; or

              


      

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      
        	
                ·  

              	
                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 Guarantor 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 special general meeting of holders.

       

      The vote
of the holders of Series 11 Preferred Securities is not required to redeem and
cancel the Series 11 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 special 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 Guarantor;
    or

              


      

       

      
        	
                ·  

              	
                a
      reduction in shareholders equity of the Guarantor under Article 169 of the
      Spanish Corporations Act.

              


      

       

      The
Company shall cause a notice of any meeting at which the holders of Series 11
Preferred Securities are entitled to vote, to be mailed to each record holder of
Series 11 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

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      A 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 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 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 such 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 such 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) in accordance with the requirements of any securities exchange on
which the relevant series of Preferred Securities are listed and (ii) 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 and Paying Agent

       

      The Bank
of New York Mellon (together with its successors and assigns, the “Paying
Agent”), located, at the time of the issuance of the public deed, at One
Wall Street, New York, New York 10286, will act as Registrar, Transfer and
Paying Agent for the Series 11 Preferred Securities.

       

      Calculation
Agent

       

      The Bank
of New York Mellon (together with its successors and assigns, the “Calculation
Agent”), located, at the time of the issuance of the public deed, at One
Wall Street, New York, New York 10286, will act as Calculation Agent for
the Series 11 Preferred Securities.

       

      Ranking
of the Series 11 Preferred Securities

       

      The
Series 11 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 Series 11 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.

       

      Form
of the Series 11 Preferred Securities; Book-Entry System

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      The
Series 11 Preferred Securities will be issued in the form of a global preferred
security in fully registered form, (the “Global Preferred Security
Certificate”).  The Global Preferred Security Certificate will be
deposited with, or on behalf of DTC and registered in the name of DTC or its
nominee.  Investors may hold securities entitlements in respect of the
Global Preferred Security Certificate directly through DTC if they are
participants in DTC’s book-entry system or indirectly through organizations
which are participants in such system.

       

      For so
long as the Series 11 Preferred Securities are represented by the Global
Preferred Security Certificate, securities entitlements in respect of the Series
11 Preferred Securities will be transferable only in accordance with the rules
and procedures of DTC in effect at such time.

       

      Because
DTC can only act on behalf of direct participants, who in turn act on behalf of
indirect participants and certain banks, the ability of a person having a
beneficial interest in the Series 11 Preferred Securities represented by the
Global Preferred Security Certificate to pledge such interest to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of such interest, may be affected by the lack of a physical
certificate.

       

      The
Paying Agent is not required to register the transfer of any Series 11 Preferred
Security that has been called for redemption.

       

      So long
as DTC or its nominee is the holder of the Global Preferred Security
Certificate, DTC or its nominee will be considered the sole holder of such
Global Preferred Security Certificate for all purposes.  No direct
participant, indirect participant or other person will be entitled to have
Series 11 Preferred Securities registered in its name, receive or be entitled to
receive physical delivery of Series 11 Preferred Securities in definitive form
or be considered the owner or holder of the Series 11 Preferred
Securities.  Each person having an ownership or other interest in
Series 11 Preferred Securities must rely on the procedures of DTC, and, if a
person is not a participant in DTC, must rely on the procedures of the
participant or other securities intermediary through which that person owns its
interest to exercise any rights and obligations of a holder of the Series 11
Preferred Securities.

       

      Payments
of any amounts in respect of the Global Preferred Security Certificate will be
made by the Paying Agent to DTC.  Payments will be made to beneficial
owners of the Series 11 Preferred Securities in accordance with the rules and
procedures of DTC or its direct and indirect participants, as
applicable.  Neither the Company, the Guarantor nor the Paying Agent
nor any of their respective agents will have any responsibility or liability for
any aspect of the records of any securities intermediary in the chain of
intermediaries between DTC and any beneficial owner of an interest in a Global
Preferred Security Certificate, or the failure of DTC or any intermediary to
pass through to any beneficial owner any payments that the Paying Agent makes to
DTC.

       

      DTC has
advised the Company that it is a limited-purpose trust company organized under
the New York Banking Law, a “banking organization” within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a “clearing
corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934.  DTC was created to hold securities
of its participants and to facilitate the clearance and settlement of
transactions among its participants in those securities through electronic
securities certificates.  DTC participants include securities brokers
and dealers, including parties that may act as underwriters, dealers or agents
with respect to the securities, banks, trust companies, clearing corporations
and certain other organizations, some of which, along with certain of their
representatives and others, own DTC.  Access to the DTC book-entry
system is also available to others, such as banks, 

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

       

      Transfers
between participants in DTC will be effected in the ordinary way in accordance
with DTC’s rules and operating procedures and will be settled in same day
funds.

       

      Miscellaneous

       

      Series 11
Preferred Securities are not subject to any mandatory redemption or sinking fund
provisions. Holders of Series 11 Preferred Securities have no preemptive
rights.

       

      


      
      

       

       

      
         

        -14-