Obligation Santander Britain 3.4% ( US80283LAT08 ) en USD

Santander Britain

100 % ▼

Royaume-Uni

US80283LAT08 ( en USD )

3.4% par an ( paiement semestriel )

01/06/2021 - Obligation échue

Prospectus brochure de l'obligation Santander UK US80283LAT08 en USD 3.4%, échue

200 000 USD

1 000 000 000 USD

80283LAT0

N/A

Santander UK est une banque de détail et une entreprise de services financiers au Royaume-Uni, filiale de la société bancaire espagnole Banco Santander.

L'Obligation émise par Santander Britain ( Royaume-Uni ) , en USD, avec le code ISIN US80283LAT08, paye un coupon de 3.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2021

424B5 1 a2235739z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount of
Amount to be
Maximum Offering Price Per
Maximum Aggregate Offering
Registration
Class of Securities Offered

Registered

Unit

Price

Fee(1)

3.400% Notes due 2021

$1,000,000,000
99.813%

$998,130,000
$124,267.19

Floating Rate Notes due 2021

$750,000,000
100.000%

$750,000,000

$93,375.00

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-213861
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2017)
Santander UK plc
$1,000,000,000 3.400% Notes due 2021
$750,000,000 Floating Rate Notes due 2021
The 3.400% Notes due June 1, 2021, which we refer to as the "fixed rate notes," will bear interest at a rate of 3.400% per year. We will pay interest on the fixed rate notes each
June 1 and December 1, and on the maturity date of the fixed rate notes, commencing on December 1, 2018. The Floating Rate Notes due June 1, 2021, which we refer to as the "floating rate
notes," will bear interest at a rate equal to the then-applicable U.S. dollar three-month LIBOR plus 0.620%. We will pay interest on the floating rate notes each March 1, June 1, September 1,
and December 1, and on the maturity date, commencing on September 1, 2018. We refer to the fixed rate notes and the floating rate notes collectively as the "notes."
If LIBOR ceases to be calculated or administered for publication, or if it would be unlawful for us or the calculation agent to determine or use LIBOR for the purposes of calculating
interest on the floating rate notes, the Independent Adviser (as defined herein) or, if we are unable to appoint the Independent Adviser or if the Independent Adviser fails to determine an
alternative rate prior to the relevant date, we may select an Alternative Base Rate (as defined herein) and the manner in which the floating interest rate is calculated or determined may be
varied, as described in this prospectus supplement.
Unless we redeem the notes earlier, the fixed rate notes will mature on June 1, 2021 and the floating rate notes will mature on June 1, 2021. There is no sinking fund for the notes.
We may redeem all but not some of the fixed rate notes or floating rate notes at any time at 100% of their principal amount plus accrued interest if certain tax events described in
this prospectus supplement and the accompanying prospectus occur.
The notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof. The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu, without preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between Santander UK plc (the "issuer") and any
holder of notes, by its acquisition of the notes, each holder of notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and
consents to: (a) the effect of the exercise of the UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) whether or not imposed with prior
notice, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due (as defined below); (ii) the
conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the issuer or another person (and the issue to or conferral on the
holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the cancellation of the notes;
(iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the interest becomes payable,
including by suspending payment for a temporary period; and (b) the variation of the terms of the notes, if necessary, to give effect to the exercise of the UK bail-in power by the
relevant UK resolution authority.
For these purposes, "Amounts Due" are the principal amount of, and accrued but unpaid interest, including any Additional Amounts due on, the notes. References to
principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power
by the relevant UK resolution authority.
As used in this prospectus supplement, the "UK bail-in power" is any write-down, conversion, transfer, modification, or suspension power existing from time to time under,
and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a
framework for the recovery and resolution of credit institutions and investment firms as amended from time to time ("BRRD"), including but not limited to the UK Banking Act
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2009, as the same may be amended from time to time, including by the Financial Services (Banking Reform) Act 2013, and the instruments, rules and standards created thereunder,
pursuant to which: (i) any obligation of a regulated entity (as defined below) (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares,
other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a
regulated entity may be deemed to have been exercised.
A reference to a "regulated entity" is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential
Regulation Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies and a reference to
the "relevant UK resolution authority" is to the Bank of England or any other authority with the ability to exercise a UK bail-in power.
By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes), to the extent permitted by the Trust Indenture Act of
1939, will waive any and all claims, in law and/or in equity, against the trustee for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be
liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority
with respect to the notes.
By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes) will acknowledge, accept, consent and agree to be bound
by the Independent Adviser's or our determination of the Alternative Base Rate, the Alternative Screen Page (as defined herein), any Adjustment Spread (as defined herein) and any
Floating Rate Calculation Changes (as defined herein), including as may occur without any prior notice from us and without the need for us to obtain any further consent from such
holder of notes.
We intend to apply to list the notes on the New York Stock Exchange or another recognized securities exchange; however, there can be no assurance that the notes will be so listed by
the time the notes are delivered to purchasers or that the listing will be granted.
See "Risk Factors" beginning on page S-11 of this prospectus supplement and beginning on page 8 of the accompanying prospectus to read about factors you should
consider before investing in the notes.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured by the FDIC or any other governmental agency or instrumentality of the
United States, the United Kingdom or any other jurisdiction.

Underwriting
Proceeds (before

Price to Public

Discount

expenses) to issuer

Per fixed rate note

99.813%

0.200%

99.613%

Per floating rate note

100.000%

0.200%

99.800%

Total

$1,748,130,000
$3,500,000

$1,744,630,000

Interest on the notes will accrue from the date of issuance, which is expected to be June 1, 2018.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Santander Investment Securities Inc. or another of our affiliates
may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of these notes after their initial sale. In connection with any use of this prospectus
supplement and the accompanying prospectus by Santander Investment Securities Inc. or another of our affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of
sale, you may assume this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC," for the accounts of its
participants, including Clearstream Banking, société anonyme, or "Clearstream," and Euroclear Bank S.A./N.V., or "Euroclear," on or about June 1, 2018.
Joint Book-Running Managers
Citigroup
Goldman Sachs & Co. LLC
Santander
Wells Fargo Securities
May 23, 2018
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-1

SUMMARY
S-2

RISK FACTORS
S-11

USE OF PROCEEDS
S-13

CAPITALIZATION
S-14
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DESCRIPTION OF THE NOTES
S-17

TAX CONSIDERATIONS
S-23

UNDERWRITING
S-24

CONFLICTS OF INTEREST
S-25

VALIDITY OF NOTES
S-33

EXPERTS
S-33
Base Prospectus

ABOUT THIS PROSPECTUS
1

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
1

WHERE YOU CAN OBTAIN MORE INFORMATION
2

FORWARD-LOOKING STATEMENTS MAY NOT BE ACCURATE
3

DESCRIPTION OF THE ISSUER
6

RISK FACTORS
8

USE OF PROCEEDS
12

DESCRIPTION OF THE DEBT SECURITIES
13

CERTAIN TAX CONSIDERATIONS
27

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
33

CONFLICTS OF INTEREST
34

LEGAL OPINIONS
36

EXPERTS
36
i
Table of Contents
MiFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The
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expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant
implementing measure in any Member State.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying prospectus
and in any related free-writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to give you any other
information, and we and the underwriters take no responsibility for any other information that others may give you. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes to which they relate or
an offer to sell or the solicitation of an offer to buy such notes by any person in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this
prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by
law. You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to
any such restrictions. See "Underwriting."
Benchmark Administrator
Amounts payable under the floating rate notes bear interest at a variable rate based on the London Interbank Offered Rate ("LIBOR"). LIBOR is a
benchmark rate produced by the ICE Benchmark Administration Limited. As at the date of this prospectus supplement, ICE Benchmark Administration
Limited appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant
to Article 36 of Regulation (EU) 2016/2011 (the "Benchmarks Regulation").
ii
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file reports and other information with the Commission. The Commission allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus supplement and the accompanying prospectus. Certain later information that we file with the Commission will
automatically update and supersede this information and any information so updated and superseded shall not be deemed, except as so updated or
superseded, to constitute part of the registration statement or this prospectus supplement. We incorporate by reference the following documents:
·
our annual report on Form 20-F for the year ended December 31, 2017 (SEC File No. 001-14928) (the "Annual Report on Form 20-F"),
·
our report on Form 6-K furnished on April 26, 2018 (SEC File No. 001-14928),
·
any future filings on Form 20-F made with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus
supplement, and
·
any future reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement and prior to the
termination of the offering of securities offered by this prospectus supplement that are identified in such reports as being incorporated by
reference in this prospectus supplement but only to the extent identified in such reports.
You may read and copy any materials we file at the Commission's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please
call the Commission at (800) SEC-0330 for further information about the Public Reference Room. Our filings with the Commission are also available at
http://sec.gov. In addition, you may request a copy of these documents at no cost to you, by writing to or telephoning us at the following address:
Secretariat, Santander UK plc, 2 Triton Square, Regent's Place, London NW1 3AN, England, telephone: +44 870 607 6000. Website:
http://www.santander.co.uk/uk/about-santander-uk/investor-relations. The information on, or that can be accessed through, our website is not part of
this prospectus supplement or the accompanying prospectus.
S-1
Table of Contents
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SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference. As used in this prospectus supplement, the terms "we," "our" and "us" refer to
Santander UK plc and its consolidated subsidiaries unless the context requires otherwise.
The Offering
Notes
$1,000,000,000 principal amount of fixed rate notes and $750,000,000 principal
amount of floating rate notes.
Issuer
Santander UK plc.
Fixed rate notes:

Maturity date
The fixed rate notes will mature on June 1, 2021.
Interest rate
The fixed rate notes will bear interest at a rate of 3.400% per year.
Interest payment dates
Each June 1 and December 1, and on the maturity date of the fixed rate notes,
commencing December 1, 2018. If an interest payment date or redemption date, or the
maturity date, as the case may be, for the fixed rate notes would fall on a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the City of New
York or London, England are authorized or required by law, regulation or executive
order to close, then the interest payment date, redemption date or maturity date, as the
case may be, will be postponed to the next succeeding business day, but no additional
interest shall accrue and be paid unless we fail to make payment on such next
succeeding business day.
Regular record dates for interest
The fifteenth calendar day (whether or not a business day) preceding the related
interest payment date.
Calculation of interest
Interest on the fixed rate notes will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
CUSIP / ISIN
80283LAT0 / US80283LAT08
Floating rate notes:

Maturity date
The floating rate notes will mature on June 1, 2021.
Interest rate
The floating rate notes will bear interest at a rate per year equal to the then-applicable
U.S. dollar three-month LIBOR plus 0.620%.

S-2
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Interest reset dates
The rate of interest on the floating rate notes will be reset quarterly on March 1,
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June 1, September 1 and December 1 of each year. If any interest reset date would
fall on a day that is not a business day, the interest reset date will be postponed to the
next succeeding business day, except that if that business day falls in the next
succeeding calendar month, the interest reset date will be the immediately preceding
business day. For the floating rate notes, "business day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions in the City of New York or London, England are authorized or required
by law, regulation or executive order to close.
Interest payment dates
Each March 1, June 1, September 1 and December 1, and on the maturity date,
commencing September 1, 2018. If any interest payment date, other than the maturity
date or a redemption date, for the floating rate notes would fall on a day that is not a
business day, the interest payment date will be postponed to the next succeeding
business day and interest thereon will continue to accrue to but excluding such
succeeding business day, except that if that business day falls in the next succeeding
calendar month, the interest payment date will be the immediately preceding
business day and interest shall accrue to but excluding such preceding business day.
If the maturity date or a redemption date for the floating rate notes would fall on a
day that is not a business day, the payment of interest and principal will be made on
the next succeeding business day, but no additional interest shall accrue and be paid
unless we fail to make payment on such next succeeding business day.
Regular record dates for interest
The fifteenth calendar day (whether or not a business day) preceding the related
interest payment date.
Interest determination dates
The calculation agent will determine the initial interest rate for the floating rate notes
by reference to U.S. dollar three-month LIBOR on the second London banking day
preceding the issue date and the interest rate for each succeeding interest reset date
by reference to U.S. dollar three-month LIBOR on the second London banking day
preceding the applicable interest reset date.
Calculation of interest
Interest on the floating rate notes will be calculated on the basis of a 360-day year
and the actual number of days elapsed.
S-3
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Calculation of LIBOR
"LIBOR" means, as of any interest determination date:

(1) the offered quotation to leading banks in the London interbank market for
three-month U.S. dollar deposits (i) as defined by (A) the ICE Benchmark
Administration ("IBAM"), (B) its successor in such capacity, or (C) such
other person assuming the responsibility of IBAM or its successor in
calculating the London Inter-Bank Offered Rate in the event IBAM or its
successor no longer do so, and (ii) as calculated by their appointed
calculation agent and published, as such rate appears on either the Reuters
Monitor Money Rates Service page LIBOR01 (or a successor page on
such service) or, if such rate is not available, on such other information
system that provides such information, in each case as of 11:00 a.m.,
London time, on such interest determination date;

(2) if no such rate is so published on such interest determination date due to a
temporary disruption in service or the market, then the rate for such
interest determination date shall be the arithmetic mean (rounded to five
decimal places, with 0.000005 being rounded upwards) of the rates for
three-month U.S. dollar deposits quoted to the calculation agent by each
of four major reference banks in the London interbank market (which
may include affiliates of the underwriters), as selected by the issuer, as of
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11:00 a.m., London time, on such interest determination date:

· if at least two such rates are so provided, LIBOR on the interest
determination date will be the arithmetic mean of such rates; or

· if fewer than two such rates are so provided, LIBOR on the interest
determination date will be LIBOR as determined for or otherwise
applicable during the last preceding interest period.
S-4
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(3)

Notwithstanding clause (2) above, with respect to an interest
determination date on which no rate appears on the relevant screen page,
if we (in consultation with the calculation agent) determine that LIBOR
has ceased to be published on the relevant screen page as a result of
LIBOR ceasing to be calculated or administered for publication thereon or
that it is unlawful for either the calculation agent or us to determine or
use the London Inter-Bank Offered Rate, we will use reasonable efforts
to appoint an Independent Adviser to determine (in consultation with us)
the Alternative Base Rate and the Alternative Screen Page by no later
than five business days prior to the interest determination date relating to
the next succeeding interest period (the "interest determination cut-off
date") for the purpose of determining the rate of interest applicable to the
floating rate notes for all future interest periods (subject to the subsequent
operation of this paragraph (3)). If we are unable to appoint an
Independent Adviser, or if the Independent Adviser fails to determine the
Alternative Base Rate and the Alternative Screen Page prior to the
interest determination cut-off date, we will determine the Alternative
Base Rate and the Alternative Screen Page for such Interest Period;
provided that if we do not determine the Alternative Base Rate and the
Alternative Screen Page prior to the interest determination date for such
interest period, the interest rate for such interest period will be equal to
the interest rate in effect for the immediately preceding interest period.

"Adjustment Spread" means a spread (which may be positive or negative) or
formula or methodology for calculating a spread, which the Independent Adviser
(in consultation with us) or, only if the Independent Adviser fails to make any
such determination, we, determine is required to be applied to the Alternative
Base Rate, as a result of the replacement of LIBOR with the Alternative Base
Rate, and is the spread, formula or methodology which:

(A) has been formally recommended, or formally provided as an option for
parties to elect to adopt, by the Bank of England (or any committee
thereof or other body appointed or endorsed thereby for such purpose) in
relation to the replacement of LIBOR with the Alternative Base Rate;

(B) the Independent Adviser (in consultation with us) or, failing which, we,
determine is recognized or acknowledged as being in customary market
usage for the purposes of determining floating rates of interest in respect
of securities denominated in U.S. dollars, where such rate has been
replaced by the Alternative Base Rate; or

(C) if no such customary market usage is recognized or acknowledged, the
Independent Adviser in its discretion (in consultation with us), or, failing
which, we in our discretion, determine (acting in good faith) to be
appropriate.
S-5
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Table of Contents

"Alternative Base Rate" means the rate that the Independent Adviser or, failing
which, we determine has replaced LIBOR in customary market usage for determining
floating interest rates in respect of bonds denominated in U.S. dollars or, if the
Independent Adviser or, failing which, we (in consultation with the calculation agent
and acting in good faith and a commercially reasonable manner) determine that there
is no such rate, such other rate as the Independent Adviser or, failing which, we (in
consultation with the calculation agent and acting in good faith and a commercially
reasonable manner) determine in its or our sole discretion is most comparable to
LIBOR. If the Alternative Base Rate is determined, such Alternative Base Rate will
be the Alternative Base Rate for the remaining interest periods (subject to the
subsequent operation of paragraph (3) above).

"Alternative Screen Page" means the alternative screen page, information service or
source on which the Alternative Base Rate appears (or such other screen page,
information service or source as may replace the alternative screen page, information
service or source, in each case, as may be nominated by the person providing or
sponsoring the information appearing on such screen page, information service or
source for purposes of displaying comparable rates).

"Independent Adviser" means an independent financial institution of international
repute or other independent adviser experienced in the international capital markets,
in each case appointed by us at our own expense.

If the Independent Adviser (in consultation with us) or, only if the Independent
Adviser fails to make any such determination, we, determine that an Adjustment
Spread is required to be applied to the Alternative Base Rate and determine the
quantum of, or a formula or methodology for determining, such Adjustment Spread,
then such Adjustment Spread shall be applied to the Alternative Base Rate. If the
Independent Adviser is, or, failing which, we are, as the case may be, unable to
determine the quantum of, or a formula or methodology for determining, such
Adjustment Spread, then such Alternative Base Rate will apply without an
Adjustment Spread.
S-6
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If the Independent Adviser or, failing which, we determine the Alternative Base Rate
or any Adjustment Spread, the Independent Adviser or, failing which, we may also,
following consultation with the calculation agent, make changes to the Alternative
Base Rate or the Adjustment Spread, as well as the day count fraction, the business
day convention, the definition of business day, the remaining interest determination
dates and any method for obtaining the substitute or successor base rate if the
Alternative Base Rate or the Alternative Screen Page is unavailable on the relevant
interest determination date or otherwise, in each case in order to follow market
practice, as well as any other changes that we, following consultation with the
Independent Adviser (if appointed), determine in good faith are reasonably necessary
to ensure the proper operation of the Alternative Base Rate, as well as the
comparability of the interest rate determined by reference to the Alternative Base
Rate to the interest rate determined by reference to LIBOR (the "Floating Rate
Calculation Changes"). Any Floating Rate Calculation Changes will apply to the
floating rate notes for all future interest rate periods (subject to the subsequent
operation of paragraph (3) above).

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We will promptly give notice of the determination of the Alternative Base Rate, any
Adjustment Spread, the Alternative Screen Page and any Floating Rate Calculation
Changes to the trustee, the paying agent, the calculation agent and the holders of
notes; provided that failure to provide such notice will have no impact on the
effectiveness of, or otherwise invalidate, any such determination.
S-7
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Agreement with respect to the
By its acquisition of the notes, each holder of notes (including each holder of a
Alternative Base Rate
beneficial interest in the notes) (i) will acknowledge, accept, consent and agree to be
bound by the Independent Adviser's or our determination of the Alternative Base
Rate, the Alternative Screen Page, any Adjustment Spread and any Floating Rate
Calculation Changes, including as may occur without any prior notice from us and
without the need for us to obtain any further consent from such holder of notes,
(ii) will waive any and all claims, in law and/or in equity, against the trustee, the
paying agent and the calculation agent for, agree not to initiate a suit against the
trustee, the paying agent and the calculation agent in respect of, and agree that none
of the trustee, the paying agent or the calculation agent will be liable for, the
determination of or the failure to determine any Alternative Base Rate, the Alternative
Screen Page, any Adjustment Spread or any Floating Rate Calculation Changes and
any losses suffered in connection therewith and (iii) will agree that none of the
trustee, the paying agent or the calculation agent will have any obligation to
determine any Alternative Base Rate, the Alternative Screen Page, any Adjustment
Spread or any Floating Rate Calculation Changes (including any adjustments thereto),
including in the event of any failure by us to determine any Alternative Base Rate, the
Alternative Screen Page, any Adjustment Spread and any Floating Rate Calculation
Changes.
CUSIP / ISIN
80283LAU7 / US80283LAU70
Provisions common to the fixed rate notes and the floating rate notes:
Denominations
The notes will be issued only in book-entry form, in minimum denominations of
$200,000 and integral multiples of $1,000 in excess thereof.
Ranking
The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu, without preference among themselves, with all our
other outstanding unsecured and unsubordinated obligations, present and future,
except such obligations as are preferred by operation of law.
Payment of additional amounts
Subject to certain exceptions, if we are required to withhold or deduct any amount for
or on account of any U.K. withholding tax from any payment made on the notes, we
will pay additional amounts on those payments so that the amount received by holders
of the notes will equal the amount that would have been received if no such taxes had
been applicable. See "Description of the Debt Securities--Additional Amounts" and
"Description of the Debt Securities--Covenants" in the accompanying prospectus.
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Tax redemption
In the event of various tax law changes that require us to pay additional amounts and
other limited circumstances as described under "Description of the Debt Securities--
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Redemption" in the accompanying prospectus we may redeem all but not some of the
notes prior to maturity at a redemption price equal to 100% of their principal amount
plus accrued interest, if any, to, but excluding, the redemption date.
Repayment
The notes will not be subject to repayment at the option of the holder prior to
maturity.
Agreement with respect to the
By its acquisition of the notes, each holder of notes (including each holder of a
exercise of UK bail-in power
beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and
consents to the exercise of the UK bail-in power by the relevant UK resolution
authority. See "Description of the Debt Securities--Agreement with Respect to the
Exercise of UK Bail-in Power" in the accompanying prospectus.
Repayment of Amounts Due after No Amounts Due on the notes will become due and payable or be paid after the
exercise of UK bail-in power
exercise of any UK bail-in power by the relevant UK resolution authority if and to the
extent such Amounts Due have been reduced, converted, cancelled, amended or
altered as a result of such exercise.
Sinking fund
None.
Book-entry issuance, settlement
We will issue the notes as global notes in book-entry form registered in the name of
and clearance
DTC or its nominee. The sale of the notes will settle in immediately available funds
through DTC. Investors may hold interests in a global note through organizations
that participate, directly or indirectly, in the DTC system. Those organizations will
include Clearstream and Euroclear in Europe.
Governing law
The notes and the indenture will be governed by the laws of the State of New York.
Conflicts of interest
Santander Investment Securities Inc. is an affiliate of the issuer and, as such, the
offering is being conducted in compliance with Rule 5121 of the Financial Industry
Regulatory Authority ("FINRA") addressing "conflicts of interest" as defined in that
rule. See "Underwriting--Conflicts of Interest" in this prospectus supplement.
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Further issuances
We may, without the consent of the holders of the fixed rate notes or the floating rate
notes, as applicable, issue additional fixed rate notes or floating rate notes having the
same ranking and same interest rate, maturity date, redemption terms and other terms
as the fixed rate notes or the floating rate notes, as applicable, described in this
prospectus supplement except for the price to the public and issue date; provided
however that such additional fixed rate notes or floating rate notes, as applicable,
shall be issued under a separate CUSIP, Common Code and/or ISIN number unless
the additional notes are issued pursuant to a "qualified reopening" of the notes
offered by this prospectus supplement, are otherwise treated as part of the same
"issue" of debt instruments as the notes offered by this prospectus supplement, or the
notes offered in this prospectus supplement and the additional notes are issued with
no more than a de minimis amount of original issue discount, in each case for U.S.
federal income tax purposes. See "Description of the Notes--Further Issuances" in
this prospectus supplement.
Listing
We intend to apply to list the notes on the New York Stock Exchange or another
recognized securities exchange; however, there can be no assurance that the notes
will be so listed by the time the notes are delivered to purchasers or that the listing
will be granted.
Use of proceeds
We intend to use the net proceeds from the sale of the notes for our general
corporate purposes.
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