Santander:United Kingdom

First Quarter 2009

London, 29th April 2009

Disclaimer

Abbey National plc (“Abbey”) and Banco Santander, S.A. ("Santander") both caution that this presentation contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements are found in various places throughout this presentation and include, without limitation, statements concerning our future business development and economic performance. While these forward-looking statements represent our judgment and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to: (1) general market, macro-economic, governmental and regulatory trends; (2) movements in local and international securities markets, currency exchange rates, and interest rates; (3) competitive pressures; (4) technological developments; and (5) changes in the financial position or credit worthiness of our customers, obligors and counterparties. The risk factors and other key factors that we have indicated in our past and future filings and reports, including those with the Securities and Exchange Commission of the United States of America (the “SEC”), could adversely affect our business and financial performance. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information, including, where relevant any fuller disclosure document published by Abbey or Santander. Any person at any time acquiring securities must do so only on the basis of such person's own judgment as to the merits or the suitability of the securities for its purpose and only on such information as is contained in such public information having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in the presentation.

In making this presentation available, both Abbey and Santander give no advice and make no recommendation to buy, sell or otherwise deal in shares in Abbey or Santander, or in any other securities or investments whatsoever.

No offering of Securities shall be made in the United States except pursuant to registration under the Securities Act or an exemption therefrom.Nothing contained in this presentation is intended to constitute an invitation or inducement to engage in investment activity for the purposes of the prohibition on financial promotion in the U.K. Financial Services and Markets Act 2000.

Note: Statements as to historical performance, historical share price or financial accretion are not intended to mean that future performance, historical share price or future earnings (including earnings per share) for any period will necessarily match or exceed those of any prior year. Nothing in this presentation should be construed as a profit forecast.

Note: The results information contained in this presentation has been prepared according to Spanish accounting criteria and regulation in a manner applicable to all subsidiaries of the Santander Group and as a result it may differ from the one disclosed locally by Abbey.

3Basis of Analysis

For analytical purposes the financial and business flow results are compared to reported and pro-forma measures, which are outlined below:

Q1 08 to Q3 08 Q4 08 Q1 09

Reported includes the results of the following businesses in the time period specified:

Abbey AbbeyB&B

AbbeyA&LB&B

Proforma includes the results of the following businesses in the time period specified:

AbbeyA&L

AbbeyA&LB&B

AbbeyA&LB&B

“A&L” refers to Alliance & Leicester which was acquired in October 2008.

“B&B” refers to Bradford and Bingley’s direct channels and retail deposits acquired in September 2008.

4

Market Environment

Agenda

Q1 2009- Business Update- Results

5

4.6 4.65.5

4.7

0.6

2005* 2006* 2007* 2008* 2009 (e)

Interest Rates (%, annual average)

1.47 1.461.26 1.15

1.46

2005* 2006* 2007* 2008* 2009 (e)

GBP : Euro exchange rates (annual average)

GDP is expected to fall in 2009 with CPI inflation averaging below 2%

2.1 2.3 2.3

3.6

1.6

2005* 2006* 2007* 2008* 2009 (e)

Annual CPI inflation rate (%, annual average)

*source - Office for National Statistics & Bank of England (e) estimated by Abbey

Market Environment

2.1 2.8 3.0

0.7

-4.12005* 2006* 2007* 2008* 2009 (e)

Annual GDP Growth ( %, annual average )

6

Unemployment is rising and expected to increase further in 2009

Market Environment

Monthly change in claimant count unemployment (000)

Source – Office for National Statistics

-25

-5

15

35

55

75

95

115

135

155

175

Feb-05 Sep-05 Apr-06 Nov-06 Jun-07 Jan-08 Aug-08 Mar-09

Unemployment rate (ILO definition,Q4 average, %)

(e) estimated by Abbey

5.2 5.5 5.2

6.3

9.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

2005* 2006* 2007* 2008* 2009(e)*end year, ILO definition

7

The level of mortgage approvals has fallen sharply in the last year. Lowerhouse purchase activity is resulting in falling house prices.

Market Environment

-15.0

-10.0

-5.0

0.0

5.0

10.0

15.0

Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09est

Annual house price growth (%)

Source – Department for Communities and Local Government.

UK House price inflation (annual %, nsa)

-80%

-60%

-40%

-20%

0%

20%

40%

Jul-06 Dec-06 May-07 Oct-07 Mar-08 Aug-08 Jan-09

House PurchaseRemortgage

House purchase and remortgage approvals (number of approvals (s.a., 000s))

Source – Bank of England

Annual growth in the number of approvals(%, sa)

Halifax index: -17.5% in 12 months to Mar ‘09

8

The growth of household borrowing has slowed sharply since the middle of 2007 and is now below 3%

*Please note: • Growth rates are calculated using the Bank of England’s methodology - this expresses period net lending as a percentage of the prior period stock.

1,3141,345 1,383 1,409 1,428 1,443 1,459 1,4581,456

9.4

3.62.1

10.5 10.2 10.0 8.6 7.35.3

Q1'07

Q2'07

Q3'07

Q4'07

Q1'08

Q2'08

Q3'08

Q4'08

Q1'09est.

1,1011,130 1,166 1,187 1,198 1,211 1,222 1,2251,225

10.0

2.03.4

5.1

11.57.4

9.010.911.2

Q1'07

Q2'07

Q3'07

Q4'07

Q1'08

Q2'08

Q3'08

Q4'08

Q1'09est.

Source – Bank of England. - annual growth rates (%)

Total lending to individuals* Mortgage lending market stock* Consumer credit market stock*

213 215 218 222 230 231 237 233 230

6.44.8

2.7

5.8 5.7 6.17.2 7.1

6.2

Q1'07

Q2'07

Q3'07

Q4'07

Q1'08

Q2'08

Q3'08

Q4'08

Q1'09est.

Market Environment

9

Annual growth in retail deposits has started to slow

Market Environment

1,051 1,076 1,082 1,112 1,152 1,170 1,173 1,173 1,191

4.65.26.97.38.07.57.1

7.77.2

Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09est.

Retail deposits (incl. current accounts)

Source – Bank of England.

•Note : ABI. IMA and SRP.com all restated data for earlier quarters in 2008

Bancassurance Investment new business market*

Source – estimated by Abbey based on data from Investment Managers Association / ABI / Structuredretailproducts.com.

annual growth rates (%)

Q2 07 to Q1 08c. (15%)

Q2 08 TO Q1 09

5.85.2

6.1

4.75.1

4.8

4.14.5

5.0

19%

-14% -15%

15% 14%15% 14%5% 0%

Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1' 08 Q2' 08 Q3 '08 Q4' 08 Q1'09e

10

Santander has a market share of c. 11% across mortgages, savings, bank accounts and branches

Santander’s UK Commercial Franchise

(1) excludes Social Housing – this portfolio now included in Corporate Banking(2) includes cahoot(3) based on Abbey’s estimate of market size(4) the B&B total includes 140 agencies and A&L includes 26 agencies, as does Dec 08

Combined CombinedAbbey B&B A&L 31/03/09 31/12/08

Commercial deposits (£bn) 80.4 19.8 29.9 130.1 129.3Residential Mortgages (1) (£bn) 116.8 n/a 37.1 153.9 153.2UPLs (2) (£bn) 2.2 n/a 3.2 5.4 5.7Corporate Lending (£bn) 9.9 n/a 10.3 20.3 20.0Total Commercial Lending (£bn) 133.3 n/a 50.8 184.0 183.3

Estimated retail market shares: (3)

Mortgage stock 10% n/a 3% 13% 13%Deposits / Savings stock 6% 2% 2% 10% 10%Bank account stock 8% n/a 4% 13% 12%UPL's stock 4% n/a 5% 9% 9%

Branches (4) 712 337 278 1,327 1,328Branch market share 5% 3% 2% 10% 10%ATMs 2,047 61 2,065 4,173 4,459 ATM market share 3% 0% 3% 6% 6%

11

Market Environment

Agenda

Q1 2009- Business Update- Results

12

Excellentfirst quarter

results

Becoming a fully fledged commercial bank

Strongfundingposition

unchanged

commercial loans of £184bn grew by 3% compared to commercial deposit growth of c.14% (35% including B&B) allowing Abbey to improve its commercial funding ratio versus Q1 08 to 75%gross mortgage lending share of 15% was ahead of Q1 2008, and ahead of our stock market share, driven by a continued focus on the quality of new lending based on affordability and lower LTV segments. net commercial lending (Retail & Corporate) in the first quarter was c. £0.8bn. Abbey’s UK funding requirement remained stable, with lending closely matched by net deposit inflows of £0.8bn

growth in PAT of 58% on a reported basis and 33% on a proforma basis Santander continues to support growth in the UK residential mortgage / SME markets through its UK operations, whilst maintaining prudent risk appetite and capitalising on attractive marginsrevenue growth continues to accelerate, driven by a strong uplift in both lending and deposit volumes and effective margin management resulting in net interest income growth of 40% cost:income ratio now 42% continuing to drive us further below the market average and bringing us closer to our goal of becoming best in class - on track for 5th year of double digit operating jawsintegration of the three banks is fully on track

Low risk portfolio

unsecured personal lending represents less than 3% of the total portfolio following continued active reductionprime lending only and average LTV of stock at 52% (despite fall in HPI) significantly below CML average, with average new business at 59% and no lending in ‘greater than 90%’ LTVstrong coverage of both secured (over 20%) and unsecured portfolios (over 100%) and arrears / PIPs significantly better than CML average A&L treasury portfolio has reduced by 8% since December 2008, 19% since June 08 (excluding the impact of fx) and is performing in line with expectations, consistent with the level of provisions raised at the time of the acquisition

Business Update

13

Becoming a fully fledged commercial bank

Business Update

Developing the

commercialfranchise

Integration update

single integrated management structure in place by end November

the first phase of Bradford & Bingley migration onto Partenon is on track:

H1: All B&B branches / agencies capable of opening new savings products on Partenon, and existing B&B savings customers migrated to Partenon

A&L integration cost reduction plan on track

Building on Santanders’

global franchise

SGBM UK has been focusing on servicing all needs of clients with high cross-selling activity resulting in an impressive start to the year

global expertise utilised within Private Banking in the development and implementation of new structured products, as well as leveraging global IT capability

within Santander Asset Management UK efficiency and flexibility has been enhanced through the use of global middle office facilities

opening more than a quarter of a million new bank accounts in the first quarter, up c.27% on last year with

bank account balances up over 7%

investment sales up 71% on last year compared to a wider market decline of c.15%

SME loans for the combined businesses up 10%

14

Slower retail lending

De-leveraging actions on track

Reductionon non core

lending

Abbey SGBM balance sheet reduced by 24% since December 2007 – albeit some growth in recent months to capitalise on market opportunitiessale of Porterbrook, reducing the balance sheet by c. £2bnA&L Treasury portfolio reduced by c.19% since June 2008 (excluding the impact of fx)some distortion in balance sheet trends due to gross-up of derivatives, impacting both the asset and liability side

A&L mortgage balances reduced by £4.6bn, (11%), over the last 12 months – combined net lending in Q109 of £0.8bn down 61% versus same period last year and focusing on lower LTV

UPL balances across combined organisation reduced by £1.1bn, (18%), over the last year – combined gross lending in Q109 down 42% and written at more attractive margins

targeted growth in Corporate Banking at improved margins

Effectivecapital

management

capital resources well ahead of regulatory requirements, and will be enhanced by earnings potential combined with de-leveraging actionsproforma RWAs reduced by over 10% since September 2008, benefiting from actions taken and refinement of capital methodologiesproforma RWA’s are now broadly in line with Abbey’s standalone RWA’s as reported in December 2007

Business Update

15Business UpdateLending performance

Abbey: Gross Lending 8.9 4.6Repayments 5.9 3.2

Q1'09 vs. Q4'08+0.26%+0.49%

Mortgage stock marginUPL stock margin

Q1'09 vs. Q1'08+0.49%+1.12%

Mortgage Stock (£bn) Mortgage Flows (£bn)

UPL Stock (£bn)

113.3 122.9

41.8 37.1155.1 160.0

Q1 '08 Q1 '09

+8%

Abbey A&L

2.0 0.8

8.2

4.4

10.2

5.2

Q1 '08 Q1 '09Net lending Repayment

s

2.6 2.2

3.9 3.2

6.5 5.4

Q1 '08 Q1 '09Abbey A&L Abbey A&L

(15%)

(49%)

+3%

(18%)

(61%)

Corporate Stock (£bn)

9.6 9.9

9.1 10.3

18.7 20.3

Q1 '08 Q1 '09

+3%

+8%

16

Deposit performance

Business Update

Q1'09 vs. Q4'08Savings stock margin (0.13%)

+0.31%

Retail Deposit Stock (£bn) Retail Deposit Flows (£bn)

Investment flows (£bn)

Q1'09 vs. Q1'08(0.42%)

Banking stock margin +0.27%

68.4 93.6

22.924.991.3118.5

Q1 '08 Q1 '09

+37%

Abbey + B&B A&L

Abbey A&L

0.40.7

0.1

0.20.5

0.9

Q1 '08 Q1 '09

+72%

1.20.7

(1)

0.5

1.1

Q1 '08 Q4 '08 Q1 '09

0.21.3

(0.0)Q1 '08 Q4 '08 Q1 '09

Abbey A&LB&B

+30%

+71%

Corporate Deposit Stock (£bn)

1.36.53.9

5.05.2

11.6

Q1 '08 Q1 '09Abbey A&L

+395%

+124%

Note: bank account balances up 7%

(1) API: Annual Premium Income measures the new business flows that impact revenue and commissions, excluding redemptions and market movements

17

Supporting lending in the residential mortgage / SME markets

Business: Lending trends / growth

(2) Abbey Corporate Banking includes Social Housing and A&L corporate Banking includes £1.5bn of commercial property mortgages

Total Residential mortgages (£bn)

Q1 08 Q2 08 Q3 08 Q4 08 Q1 09107.8 113.0 115.4 115.5 116.8

5.5 5.7 5.8 6.0 6.0

113.3 118.7 121.2 121.5 122.9

41.8 40.5 39.2 37.7 37.1

155.1 159.2 160.4 159.2 160.0

9.4% 9.7% 9.9% 13.0% 13.0%

123.6 129.5 132.7 131.8

54.9 53.5 52.6 51.5 50.8

133.3

178.5 183.0 185.2 183.3 184.0

9.7%12.3% 12.9%

9.6%7.9%

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

Abbey Year on Year variance %Abbey A&L

(1) Market share for Abbey only with the exception of Q4 08 & Q1 09 which includes A&L

Abbey A&L Total Reported ProformaQ1'09£bn

Q1'09£bn

Q1'09£bn

Q1'09 vs Q1'08

Q1'09 vs Q1'08

Residential Retail mortgage 116.8 37.1 153.9 42.8% 3.0%

Commercial mortgage 3.8 - 3.8 21.3% 21.3%

UPLs 2.2 3.2 5.4 106.5% (17.6)%

Overdraft & Other 0.6 0.1 0.7 38.6% 12.6%

Total retail loans 123.4 40.4 163.8 43.7% 2.5%

Corporate Banking (2) 9.9 10.3 20.3 111.2% 8.3%

Total commercial loans 133.3 50.8 184.0 48.9% 3.1%

Abbey residential retail mortgage stock

Social Housing stock

Total Residential mortgages - Abbey

A&L residential retail mortgage stock

Total Residential mortgages

Santander UK market share (%) (1)

18

Santander’s UK businesses have continued to support growth in the UK market

Business Update

competitive pricing in attractive, low risk segments, targeting high quality lower LTV lendingleveraging the strength of the Santander brand in challenging market conditionsexcellent retention activity assisted by the “switch now” proposition consistent mortgage lender in the first quarterimproved new business/retention margins throughout 2008 and into 2009

* Market share for Abbey only with the exception of Q4 08 & Q1 09 which includes A&L

Combined Abbey and A&L stock:141.8 145.3 150.1 153.0 155.1 159.2 160.4 159.2 160.0

Net Lending share:8.8% 12.1% 15.5% 13.0% 10.3% 32.3% 11.5% -40.8% n/a

Comment

Residential mortgage stock and net lending (£bn)

2.0

5.42.5

0.3

1.01.2

1.5

1.1

(0.9) (1.2) (1.5) (0.6)1.42.21.3

3.3 2.9

(1.3)

4.8

2.0

(1.2)

3.4 3.0

0.8

1.22.3

4.1

Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09Abbey A&L

Gross lending share*:9.0% 10.0% 10.3% 9.8% 11.8% 14.4% 11.6% 11.0% 15.0%

Repayments share*:10.8% 10.9% 10.2% 10.3% 10.5% 8.6% 9.0% 14.6% 12.9%

Total residential mortgage repayments (£bn)

Total residential mortgage gross lending (£bn)

7.5 9.3 10.2 8.6 8.9 10.77.5

4.8 4.6

2.73.3 3.6

3.1 1.31.1

0.60.3 0.6

10.312.6 13.8

11.710.2

11.8

8.15.1 5.2

Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

6.3 7.1 6.9 6.6 5.3 5.0 4.5 3.2

1.72.0 2.1 2.0 2.3 2.4 1.9 1.9

1.25.9

8.0 9.2 9.0 8.6 8.2 7.66.9 6.4

4.4

Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

(49%)

(46%)

AbbeyA&L

AbbeyA&L

19

UK franchise focussed on existing customers and margin managementBusiness Update

following same trend as last year with a reduction of 42% in gross lending and balances down 18%continue to focus new Abbey lending mix towards existing customers, which make up c.95% of new lendingcapability to flex prices and risk models to drive maximum value from specific channels

Total UPL gross lending (£m)

UPL quarterly margin growth (Q1'08 rebased to 100)

251 249 222 181 253

511407 368

189190

762656

589

370443

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

(42%)

Abbey A&L

100106

112

120

137

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

Total UPL stock (£bn)

Comment

2.6 2.5 2.4 2.3 2.2

3.9 3.8 3.7 3.4 3.2

6.5 6.3 6.1 5.7 5.4

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

(18%)

Abbey A&L

20Business: Liability trends / growthRate of growth in commercial deposits well ahead of assets

managed through Santander Asset Managementother businesses including Abbey business and cahoot

growth excluding market movement was -13%growth of 30% including B&B savings

(2)(1)

(3)(4)

£bn

69.7 72.4 75.6 78.5 80.426.8

29.9

20.9 19.8

27.5 27.6 29.996.5 99.9 103.2

129.3 130.1

6.0%8.2%

11.5%

14.7% 15.3%

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09Abbey

Abbey Year on Year variance %

A&L B&B

Abbey B&B A&L Total Reported Proforma(exc B&B)

Q1'09£bn

Q1'09£bn

Q1'09£bn

Q1'09£bn

Q1'09 vs Q1'08

Q1'09 vs Q1'08

Branded savings 49.2 18.2 18.5 85.8 51.8% 10.2%

Bank accounts 5.9 - 4.4 10.3 83.8% 6.7%

Private Banking 10.0 1.6 2.0 13.5 23.5% 1.6%

Structured Product deposits 3.7 - - 3.7 80.4% 80.4%

Other (1) 5.1 - - 5.1 (21.0)% (21.0)%

Total retail customer deposits 73.9 19.8 24.9 118.5 44.4% 8.1%

Corporate banking deposits 6.5 - 5.0 11.6 778.0% 123.7%

Total commercial deposits 80.4 19.8 29.9 130.1 58.2% 14.3%

Retail FUM (2) 3.0 - - 3.0 (34.5)% (34.5)%

Total funds under management 83.4 19.8 29.9 133.1 52.5% 12.1%

(3)

(4)

21

Inflows offset by anticipated outflow of less profitable fixed rate productssold by B&B prior to Santander acquisition in 2008

Business Update

robust inflows (excluding B&B) of +£1.9bn in increasingly difficult and challenging market conditionsAbbey and A&L retail flows offset by anticipated outflow of less profitable fixed rate products sold by B&B prior to Santander acquisition in 2008investment sales up 71% on last year compared to a wider market decline of c.15%

(1) API: Annual Premium Income measures the new business flows that impact revenue and commissions, excluding redemptions and market movements

Commercial deposit flows (£bn)

Funding ratios

1.32.7 3.2 2.8 1.9

(1.1)

0.8 1.1

2.3

1.3

3.4 3.3

6.2

0.8

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

(37%)

63%

75% 75%

Q4 '07 Q4 '08 Q1 '09

Abbey CombinedCombined

Abbey A&L B&B

Investment new business sales - API (1) (£bn)

Comment

0.40.7 0.5 0.7 0.7

0.1

0.20.1

0.1 0.20.5

0.80.6

0.8 0.9

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

+71%

Abbey A&L

22

Abbey branded adult account openings up 27%

Total

Adults - Abbey

strong first quarter bank account openings, up 27% performance supported by Abbey’s best buy product range offering market leading credit and overdraft propositions / sales campaignsstrong performance in switchers, up 77% in Abbey and strong A&L account sales driven by £100 switching incentive

Business Update

Stock (m):4.27 4.35 4.44 4.54 4.63

Adullt openings '00086 93 107 101 125

Abbey branded accounts

Bank account openings (000)

124 137 162 148 170

78 7688

5587

202 213251

204257

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09Abbey Adults & other

+27%

70 7696 93

103

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

+47%

Net Openings (000s)

+45%

A&L

Comment

Current a/c liability (£bn)

5.6 5.5 5.5 5.5 5.9

4.0 4.0 4.1 4.2 4.4

9.6 9.5 9.6 9.7 10.3

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09Abbey A&L

+7%

23

Market Environment

Agenda

Q1 2009- Business Update- Results

24

Effective margin management and excellent first quarter by SGBM

Results: Gross operating income

Commercial revenues:

net interest income, up 40%, benefiting from effective margin management of both commercial assets and liabilities, and effective hedging in a falling interest rate environment

reduced costs associated with A&L’s strategic funding facilities originally put in place in late 2007

953 983 989 1,110 1,186

857 870 895 968 1,038

441 452 494 528645

180 173 180 203145

78 95 82143

138

11 11 126244 251 221

231257

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

Gains on finanacial transactionsNet feesNet interest income

A&LOther operating income

UK Total Commercial margin £m

Reported ProformaAbbey B&B A&L Total Reported

£m Q1 '09 Q1 '09 Q1 '09 Q1 '09 Q1 '08

Net Interest Income 615 30 180 825 441 87% 40%

Net Fees 146 (0) 68 213 180 19% (20%)

Total Commercial Margin 760 30 248 1,038 621 67% 21%

Gains on Financial Transactions 138 - 3 141 78 82% 78%

Other operating income 1 (0) 6 6 11 (45%) 27%

Gross Operating Income 899 30 257 1,186 710 67% 24%

UK Total £m

Var.% 09/08

Var.% 09/08

25

0.66 0.70 0.77

1.341.25 1.24

1.43 1.41 1.43 1.49

1.72

2.00 1.95 2.01 2.022.18

1.14

0.88

1.14

1.04

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

Loans Deposits (product spread) Commercial Spread Undiluted spread

Results: Abbey standalone commercial banking spreads

Tightening of deposit spreads more than offset by loan widening

26Results: Proforma combined commercial banking spreads

Tightening of deposit spreads more than offset by loan widening

0.64 0.68 0.76

1.221.12 1.04

1.34 1.35 1.33 1.42

1.701.86 1.80 1.80 1.82

2.04

1.13

0.86

0.96

0.91

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

Loans Deposits (product spread) Commercial Spread Undiluted spread

Note: Q1 08 to Q4 08 restated to include A&L and B&B

27

Excluding the impacts of B&B, costs reduced by c.3%

Results: Costs

operating expenses increased 3% (c.3% decrease excluding B&B) with work underway to remove duplicated back office and support functions across the business

controlled costs and strong revenue growth have allowed Santander UK to deliver a further gain in the efficiency ratio to 42%, on a combined basis, from 51% in Q1 2008

6,755 6,214 A&L

FTE 1,556 1,483 B&B

16,489 16,272 16,264 15,917 15,687 Abbey

24,228 23,384 Total

335 339 345 379 366

150 152 144156 134

500535490492485

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09Abbey + B&B A&L

Reported ProformaAbbey B&B A&L Total Reported

£m Q1 '09 Q1 '09 Q1 '09 Q1 '09 Q1 '08

General and administrative expenses

Depreciation andamortisation

Operating expenses 340 26 134 500 335 49% 3%

Var.% 09/08

316

Var.% 09/08

47 19

453 43%

142% 47%

(0%)122305

35 12

25

1

28

(1) Includes depreciation & amortisation and B&B. Excluding B&B and A&L, thecost:income ratio is 38%

(2) FY05 (UK view), FY06, FY07 and FY08 exclude A&L; Q1’09 includes A&L

Cost:income ratio better than the average of the sector, and acceleratingAbbey’s progress to becoming best in class

Results: Ratios

Proforma Cost:Income ratio (1), %

42%

51%

Q1 '08 Q1 '09

9p.p.

Operating Jaws (2), %

13% 12%10%

12%

21%

FY'05 FY'06 FY'07 FY'08 Q1'09

29

Net operating income up 83%

Results: Net Operating Income

£m

94 99 77

123

563501

422392374

75

686

499491468

575

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

94

123

563

374

686

468

Q1 '08 Q1 '09Abbey + B&B A&L

+83%

+47%

30

A more gradual rise in the provision charge relative to our peers

Results: Provisions and credit quality

*Generic provisions under Bank of Spain regulations, relating to global client corporate portfolios

Net loan loss provisions £m

44 38 40 3873

6

(6)

7

51

(1)

29 3339

7946

11 26 40 66

7290 91

126

234

189

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09MortgagesOther Retail Global Clients * A&L

31Results: Provisions and credit qualityAbbey has historically maintained a conservative level of coverage

The total coverage ratio has reduced largely due to the change in mix of arrears, with increase in secured arrears with lower coverage due to security held. Secured coverage benchmarks well ahead of the industry average and unsecured coverage, of over 100%, is also well above peer group. The NPL ratio has increased in part due to reduction in unsecured asset and an increase in secured arrears given market deterioration.

Proforma PIPs, Coverage ratio and NPL,%

TOTALPIPs as a percentage of stock

20

2522

0.67

1.041.25

Q1 '08 Q4 '08 Q1 '09Secured Coverage Total NPL

69% 56%

0.06% 0.07%

Q4 '08 Q1 '09

55%

CML PIPs : 0.21% n/a* CML NPL** : 1.21% 1.88% n/a*

Total coverage:

• CML PIPs / NPL not available at time of reporting

** CML NPL relates to residential mortgages on a volume basis

32

A&L * 67% 68% 65% 60% 55% 48% 50% 53% 52% 53%

Abbey * 66% 67% 62% 60% 60% 48% 50% 50% 51% 52%

Average new business mortgage LTV (%) Average indexed mortgage LTV on stock (%) **

67% 67%62% 60% 59%

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

48% 50% 51% 51% 52%

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

Results: Provisions and credit quality

Credit quality remains strong, with the average loan to value (LTV) on new business completions in Q1 maintained with stock increasing slightly,

driven by declining house prices

* Based on completions

** Note: A Hometrack portfolio valuation was applied to Abbey in Q3 08 and to A&L in Q4 08

67%Approvals 64% 59% 60% 61%

33

Profit after tax up 58%

Results: Net Income

£m

4446 24

(11)

235 250 252 254315

57

372

296

243275280

Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09

Abbey + B&B A&L

Abbey B&B A&L Total Reported£m Q1 '09 Q1 '09 Q1 '09 Q1 '09 Q1 '08

Provisions for income tax (104) (1) (21) (126) (80) 58% 26%

Profit after tax 312 3 57 372 235 58% 33%

416

Var.% 09/08

Var.% 09/08

4

Reported

498 316 58%PBT

Proforma

31%78

34

APPENDIX

UK - Financial Results

Balance Sheet

35

UK - Financial Results

36Financial results: UK Reported Profit and LossUnited Kingdom

£ million Variation

Q1 09 Q1 08 Amount %

Net interest income 825 441 384 87.1

Net fees 213 180 34 18.8

Gains (losses) on financial transactions 141 78 64 81.6

Other operating income* 6 11 (5) (45.3)Gross income 1,186 710 476 67.1

Operating expenses (500) (335) (164) 49.0

General administrative expenses (453) (316) (137) 43.3

Personnel (262) (181) (81) 44.5

Other general administrative expenses (191) (135) (56) 41.7

Depreciation and amortisation (47) (19) (28) 142.4Net operating income 686 374 312 83.3

Net loan-loss provisions (189) (61) (129) 212.2

Other income 1 2 (1) (58.3)Profit before taxes 498 316 182 57.7

Tax on profit (126) (80) (46) 57.6Profit from continuing operations 372 235 136 57.8

Net profit from discontinued operations — — — —Consolidated profit 372 235 136 57.8

Minority interests — — — —Attributable profit to the Group 372 235 136 57.8

*Including dividends, income from equity-accounted methid and other operating income/expenses

37Financial results: UK Reported Profit and LossUnited Kingdom

£ millionQ1 08 Q2 08 Q3 08 Q4 08 Q1 09

Net interest income 441 452 494 528 825

Net fees 180 173 180 203 213

Gains (losses) on financial transactions 78 95 82 143 141

Other operating income* 11 11 12 6 6Gross income 710 732 767 879 1,186

Operating expenses (335) (339) (345) (379) (500)

General administrative expenses (316) (302) (306) (349) (453)

Personnel (181) (189) (194) (219) (262)

Other general administrative expenses (135) (113) (112) (131) (191)

Depreciation and amortisation (19) (37) (39) (29) (47)Net operating income 374 392 422 501 686

Net loan-loss provisions (61) (58) (88) (156) (189)

Other income 2 (1) 4 (3) 1Profit before taxes 316 333 339 342 498

Tax on profit (80) (83) (87) (88) (126)Profit from continuing operations 235 250 252 254 372

Net profit from discontinued operations — — — — —Consolidated profit 235 250 252 254 372

Minority interests — — — — —Attributable profit to the Group 235 250 252 254 372

*Including dividends, income from equity-accounted methid and other operating income/expenses

38

£ millionQ1 08 Q2 08 Q3 08 Q4 08 Q1 09

Net interest income 590 612 639 691 825Net fees 267 258 256 277 213Gains (losses) on financial transactions 80 97 76 133 141Other operating income/expenses 16 16 18 10 6Gross income 953 983 989 1,110 1,186Operating expenses (485) (492) (490) (535) (500) General administrative expenses (453) (441) (437) (492) (453) Personnel (252) (266) (258) (292) (262) Other administrative expenses (201) (176) (180) (200) (191) Depreciation and amortisation (32) (50) (52) (42) (47)Net income 468 491 499 575 686Net loan loss provisions (90) (91) (126) (235) (189)Other income 2 (1) 4 (3) 1Profit before taxes (w/o capital gains) 380 399 377 337 498Tax on profit (100) (103) (102) (95) (126)Profit from continuing operations (w/o capital gains) 280 296 275 243 372Net profit from discontinued operations — — — — —Consolidated profit (w/o capital gains) 280 296 275 243 372Minority interests — — — — —Attributable profit to the Group (w/o capital gains) 280 296 275 243 372

Financial results: UK Proforma Profit and Loss

United Kingdom

39

Balance Sheet

40Financial Results: Balance Sheet

* Includes all stock of concept classified in the balance sheet

United Kingdom£ million Variation

31.03.09 31.12.08 31.03.08 Amount %

Loans and credits* 197,911 192,997 131,183 66,728 50.9

Trading portfolio (w/o loans) 46,773 47,653 28,030 18,743 66.9

Available-for-sale financial assets 782 2,653 31 751 —

Due from credit institutions* 26,890 30,020 20,123 6,767 33.6

Intangible assets and property and equipment 1,142 1,153 3,415 (2,272) (66.6)

Other assets 24,535 29,172 6,099 18,436 302.3Total assets/liabilities & shareholders' equity 298,033 303,647 188,880 109,152 57.8

Customer deposits* 138,073 136,398 84,584 53,489 63.2

Marketable debt securities* 53,851 64,766 54,269 (419) (0.8)

Subordinated debt 8,191 9,420 6,356 1,836 28.9

Insurance liabilities 2 3 4 (2) (45.6)

Due to credit institutions* 58,596 57,210 22,832 35,763 156.6

Other liabilities 34,049 30,771 17,334 16,716 96.4

Shareholders' equity 5,270 5,078 3,501 1,769 50.5Off-balance-sheet funds 6,945 6,839 6,797 148 2.2

Mutual funds 6,945 6,839 6,797 148 2.2

Pension funds — — — — —

Managed portfolios — — — — —

Savings-insurance policies — — — — —Customer funds under management 207,060 217,424 152,006 55,054 36.2

•Investor Relations•Abbey House•Level 5•2 Triton Square•Regents Place•London NW1 3AN•e-mail: ir@abbey.com•www.abbey.com

•Bruce Rush •Tel. +44 (0) 20 7756 4275•Simon Donovan •Tel. +44 (0) 20 7756 4476

•Investor Relations•Ciudad Grupo Santander•Edificio Pereda, 1st floor•Avda de Cantabria, s/n •28660 Boadilla del Monte, Madrid (Spain)•Tel.: +34 91 259 65 14 - +34 91 259 65 20•Fax: +34 91 257 02 45•e-mail: investor@gruposantander.com•www.santander.com