22nd February 2011

Bancassurance Agreement With Zurich FinancialServices in Latin America

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Disclaimer

This presentation contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E ofthe U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements are found in various places throughout this presentation andinclude, without limitation, statements concerning our future business development and economic performance resulting from and following the implementationof the proposed transaction. These statements are based on information available to management only as of the date of this presentation and management'scurrent expectations with respect to the business; accordingly, these forward-looking statements are inherently subject to uncertainties and changes incircumstance. We caution against placing undue reliance on forward-looking statements, as assumptions, expectations, projections, intentions and beliefsabout future events or results may and often do vary from actual results and such differences can be material. Among the factors that could cause actualresults to differ materially from those described in the forward-looking statements are factors relating to Santander's ability to successfully realise expectedsynergies from the proposed transaction and changes in global, political, economic, business, competitive, market and regulatory forces, as well as thosefactors described under the headings 'Risk Factors' and 'Operating and Financial Review and Prospects' in Santander's annual report on Form 20-F for theyear ended December 31, 2009, as filed with the U.S. Securities and Exchange Commission (the “SEC”). Santander assumes no obligation to update orotherwise revise forward-looking statements contained in this presentation to reflect future events, changes in circumstances or changes in beliefs. Statementsas to historical performance are not intended to mean that future performance for any period will necessarily match or exceed those of any prior period. Nothingin this presentation should be construed as a profit forecast.

There can be no assurance that the proposed transaction described in this presentation will be consummated. The proposed transaction remains subject to thecompletion of definitive transaction documentation and any consummation of the proposed transaction will be subject to the receipt of all required regulatoryapprovals and the satisfaction of certain other conditions.

The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information published bySantander, including all filings made by Santander with the SEC, which are accessible at www.sec.gov, and which you are advised to consult.

This presentation does not constitute an offer or a solicitation to sell or purchase any securities. In making this presentation available, Santander gives noadvice and make no recommendation to buy, sell or otherwise deal in shares of Santander or in any other securities or investments whatsoever. Any person atany time acquiring securities must do so only on the basis of such person’s own judgement as to the merits of the suitability of the securities for its purpose andonly after having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the informationcontained in this presentation.

This presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would becontrary to local law or regulation.

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Business Overview and Description of the Transaction

Strategic Rationale

Financial Impact

Summary and Next Steps

4Transaction Summary

Scope andstructure*

Zurich Financial Services acquisition of 51% and management

control of a newly created holding company integrating

Santander insurance business in Brazil, Mexico, Chile,

Argentina and Uruguay

25-year exclusive distribution agreement in these territories

Businessoverview(1)

Key financialterms

Up-front payment of US$1,670mn(2) for 51% of the insurance

business, underpinning value of the business

US$420mn(2) net present value of earn-outs to be calculated on a

cumulative basis every five years

Total implied value for Santander: upfront + earn-outs = US$4.1bn(3)

Leading banking franchise with >10% market share in core markets

Leading bancassurer in the region: 22.4 million insurance policies,

US$4.8bn Gross Written Premiums & Savings Contributions,

US$412mn PBT and US$12.9bn Technical Reserves in 2010

* Capitalizaçao business is excluded from the perimeter of this transaction

(1) 2010 average exchange rates local currency & USD for GWP & Savings Contributions and PBT. 31/12/2010 local currency & USD spot rates for Technical Reserves

(2) Based on 31/12/2010 local currency & USD spot rates

(3) Implied for 100%

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Targeted Transaction Structure

Zurich Santander Insurance America (Holding), which will be located in Spain, acquires 100% oflocal insurance entities

Santander sells 51% of Zurich Santander Insurance America to ZFS

Santander and ZFS enter into a Joint Venture Agreement and a Stock Purchase Agreement

Local insurance entities will enter into long term distribution agreements with the broker in countrieswhere a separate broker exists, and with local bank where it does not

ZFS Santander

Local SantanderBank / Broker

Zurich Santander InsuranceAmerica, S.L.

Local SantanderInsuranceEntities

51% 49%

100%

25-yearDistributionAgreement

Joint Venture Agreement

Stock Purchase Agreement

Note: Brokers will continue to be owned by Santander. Adjustments to proposed generic structure may be required in each country due to local laws and other considerations

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US$1.9bn Gross Written Premiums

US$2.9bn Savings Contributions

US$412mn PBT in insurance companies

US$328mn PAT in insurance companies

US$12.9bn Technical Reserves

22.4mn policies in force

Countries inthe perimeter

Perimeter of the Agreement - Key Figures 2010*

2010 GWP

* Capitalizaçao business is excluded from the perimeter of this transaction

Note: 2010 average exchange rates local currency & USD for GWP, Savings Contributions, PBT and PAT. 31/12/2010 local currency & USD spot rates for Technical Reserves

Brazil

58.0%Chile

24.3%

Mexico

14.2%

Argentina

3.6%

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Business Overview and Description of the Transaction

Strategic Rationale

Financial Impact

Summary and Next Steps

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Insurance partneraccelerates growth

into next developmentphase

Increasingly important business, which will benefit from having a partner

to accelerate further growth

Next bancassurance development phase in Latin America benefits

from the sophistication and product know how of an insurance

partner

Santander has strong distribution capabilities and branch network

reach as well as a large customer base

Rationale for the Transaction

ZFS - Right partner tounlock future growth

potential

#3 European insurer and #5 globally, fully committed to bancassurance

and the region

Wider product range with simple commercial processes

Build insurance proposition to unexplored segments

Extensive expertise in ALM & risk management and operations

Single partner for the region, simplifying interaction

We continue to re-balance our business

portfolio

We sell businesses / seek partnerships where we feel a partner can add

value…

...and we acquire businesses where we can generate significant extra

value (e.g. retail and commercial banking in Poland, UK, Germany…)

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1

3

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Leading distribution capabilities in the region

Source: EIU, Local insurance regulators, 2009 Swiss Re report, Company Data

(1) Includes insurance, previdencia and capitalizaçao segments

(2) Annualised based on 3Q 2010 results. Includes contribution of 30% stake in Porto Seguro

5.8% 5.7% 5.6% 5.5%

3.9%

1.2%

Strong GDP growth expected (Avg. ’10E – ’12E)

LatAm Avg. = 5.3%

3.9%3.1% 2.6% 2.0% 1.6%

9.5%

Low Insurance penetration – GWP / GDP

LatAm Avg. = 2.6%

Leverage on complementary skills and economies of scale to accelerate growth

Insurance Partner Accelerates Next Step of Growth1

The Brazil example – room for growth

>10% banking market share in perimeter

contemplated

~5,600 branches

~36 million clients

436

1,639

2,904

SAN

Brasil

Itau Bradesco

2010 InsurancePAT (R$mn)

(1)

Brasil

(2)

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ZFS is the Right Partner to Unlock Future Growth Potential2

#3 European insurer and #6

globally, fully committed to

bancassurance and the region

Extensive experience in

bancassurance partnerships

Single partner for the region,

simplifying interaction

The business will benefit from

having a partner to accelerate

further growth

Wider product range with

simple commercial

processes

Build insurance proposition

to unexplored segments

Countries withZFS presence

Countries withSantander &Zurich presence

Countries withZFS presence

Countries withSantander &Zurich presence

Complementary presence in Latin America

2010 - US$mn

Life GWP & Savings

Non-Life GWP

4,243

573

670

1,376

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Business Overview and Description of the Transaction

Strategic Rationale

Financial Impact

Summary and Next Steps

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2010 Figures* (100%)

Implied multiples based

on total consideration

NPV (US$4,100mn)

Tangible

shareholders

equity

Net income

after tax12.5x

2.8x

US$328mn

US$1,461mn

Financial Impact

- Capital gains (net of tax) of US$1,210mn used to reinforce balancesheet

Deal multiples Earnings impact

Impact of reduced contribution of insurancecompanies (net of yield of proceeds) on SANGroup EPS (2012E): ~0.7%

We expect to achieve EPS breakeven withinthree years through higher commissions to thenetwork (as a result of increased sales on theback of this partnership)

* 2010 average exchange rates local currency & USD for net income after tax; 31/12/2010 local currency & USD spot rates for tangible shareholders equity

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Business Overview and Description of the Transaction

Strategic Rationale

Financial Impact

Summary and Next Steps

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Bancassurance Agreement with ZFS in Latin America

First pan Latin-America bancassurance agreement with the best possiblepartner fully committed to the region and bancassurance

High complementarity allowing to leverage on Santander strong distributioncapabilities and ZFS proven track record in bancassurance in terms of newproducts, distribution management and risk-based return culture

Very attractive consideration with an upfront payment that underpins thequality of the business and potential of the region

Crystallizes value for Santander and brings its Latin AmericaBancassurance operations to the next level of development

Summary

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Key milestones*

21st February: Signature of binding Memorandum of Understanding withZFS

The parties currently intend to sign definitive transaction agreements in thefirst half of 2011

The transaction is currently expected to close by the first quarter of 2012(subject to antitrust and insurance regulatory approvals and otherconditions)

Next Steps

* Dates are tentative and subject to change

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Appendix

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Transaction Specifics from Brazils’ Perspective

Transfer only of insurance underwriting activities and its related core risks. Insurance distribution activities

are maintained by the bank. Also the current commission framework between the bank and insurance

companies is preserved after the deal

As of 2010, 70% of the insurance related IFRS results were booked in the bank and 30% at the insurance

arm

Financials

Transaction leads to a 21%(1) capital gain

Accretive transaction: Proceeds imply a price to book value equal to 2.3x(2)

Association Joint Venture: Banco Santander and ZurichFinancial Services in Brazil

(1) Capital gain calculated based on the terms of the insurance deal that took place by the time of Santander Brasil IPO (refer to page 7 in the IPO prospect)

(2) Proceeds /(Equity – Goodwill). Equity and Goodwill in BRGAAP as of Dec/2010. Adjusted for spin-off of Capitalizaçao

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