bsbr20141222_6k1.htm - Generated by SEC Publisher for SEC Filing

6-K 1 bsbr20141222_6k1.htm MANUAL FOR PARTICIPATION IN SHAREHOLDERS MEETINGS bsbr20141222_6k1.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2014

Commission File Number: 001-34476

BANCO SANTANDER (BRASIL) S.A.

(Exact name of registrant as specified in its charter)

Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ___X___ Form 40-F _______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes _______ No ___X____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes _______ No ___X____

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes _______ No ___X____

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

INDEX

1.	Message from the Chairman of the Board of Directors	5
2.	Call Notice	6
3.	Participation of the shareholders in the ESM	8
3.1	Representation by power of attorney	8
4.	Matters to be resolved in the ESM	9
4.1	The proposal to apply the "Long Term Incentive Plans" for year 2014, for managers, management employees and other employees of the Company and companies under its control, in accordance with the proposal approved by the Board of Directors on a meeting held on November 26^th, 2014.	9 10 11
4.2	The proposal to amend the Company’s Bylaws to adapt its content to the traditional segment listing of securities trading, once the Company is no longer part of Level 2 Listing of Corporate Governance of BM&FBOVESPA, by the (a) exclusionof the sole paragraph of Article 1, items ‘d’ and ‘e’ of seventh paragraph of Article 5, second paragraph of Article 28, second and third paragraphs of Article 41, sole paragraph of Article 43, Articles 45, 46 and 47, as well as its respective paragraphs, and sole paragraph of Article 50; (b) wording adjustmentof the first and fifth paragraph of Article 6, caput of Article 9, item XXVI of Article 17, Title X, caputof Articles 41, 48 and 51, and Article 59; and (c) the other numbering adjustmentapplicable; and
4.3	Towards the proposal object of item 4.2 above, to consolidate the Company’s Bylaws.
5.	List of Exhibits:
	Exhibit I. Long Term Incentive Plans - Exhibit 13 of CVM Normative Instruction 481 Exhibit II. Copy of the Company’s bylaws with the highlighted changes proposed and its respective justification, in accordance with Article 11 of Normative Instruction CVM 481	12 36
	Exhibit III. Related Documents and Links	47

GlossARY, Abbreviations and Defined Terms

For purposes of this Manual, the terms listed below shall have the meaning attributed to them, except as otherwise referred to herein.

Controlling Shareholder	Shareholder or group of shareholders bound by a shareholders’ agreement or under common control, and exercising the power to control the bank.

Shares	Comprise Common Shares and Preferred Shares, as defined below.

Common Shares	Common, registered, book-entry shares with no par value, free and clear of any encumbrances and liens, and issued by the bank.

Preferred Shares	Preferred, registered, book-entry shares with no par value, free and clear of any encumbrances, and issued by the bank.
ESM	Extraordinary Shareholders’ meeting of the Bank, to be held on January 23^rd, 2015.
Base Year BACEN Deferred Bonus Bonus in Units	The fiscal year subject to the Long Term Incentive Plans. The initial Base Year is 2015. Central Bank of Brasil. Funds to be paid to Participants, as part of the variable income payable by the Company to Participants, in an amount to be adjusted according to the fluctuation of one hundred percent (100%) of CDI, subject to certain conditions defined in the Long Term Incentive Plan – Collective Supervised (Deferred Cash Installment). Bonus in Units to be paid to each Participant, as part of the variable compensation payable by the Company to Participants, subject to certain conditions defined in the Long Term Incentive Plan – Bonus in Units – Collective Supervised.
BM&FBOVESPA	BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros.

Company or Santander Brasil	Banco Santander (Brasil) S.A.

Board of Directors	The board of directors of the Company.

CVM	Comissão de Valores Mobiliários (Brasilian Securities Commission).
Executive Board	The Company’s executive board.

Call Notice	Call Notice published by the Company in the Brazilian State Gazette (“DOESP”), in editions of 23, 24 and 25 of December, 2014 and in the newspaper “Valor Econômico”, in editions of 23, 26 e 29 of December, 2014.
CVM Instruction No. 480/09	CVM Instruction No. 480, of December 7, 2009.

CVM Instruction No. 481/09	CVM Instruction No. 481 of December 17, 2009.

Brasilian Corporate Law	Law No. 6404, of December 15, 1976, as amended.

Manual Participants Plan Long Term Incentive Plans Total Number of Units	Manual for participating at the extraordinary shareholders’ meeting of the Company. Officers, management-level employees and other employees of Santander Brasil and of other companies under its control. Long Term Incentive Plan – Collective Supervised (Deferred Cash Installment) or Long Term Incentive Plan – Bonus in Units – Collective Supervised, as applicable. Long Term Incentive Plan – Collective Supervised (Deferred Cash Installment) and Long Term Incentive Plan – Bonus in Units – Collective Supervised. Maximum number of reference Units allocated to each Participant, subject to definition by the Board of Directors of the Company, as defined in the Long Term Incentive Plan – Bonus in Units – Collective Supervised.

CMN Resolution No. 3.921	Resolution No. 3.921, dated November 25, 2010, of the Brasilian National Monetary Council
Units Initial Base Value	Share Deposit Certificates comprising one (1) Common Share and one (1) Preferred Share each (ticker: SANB 11). Initial base value for each Participant to be defined by the Board of Directors of the Company, as applicable to each one of the Plans.

1. Message from the Chairman of the Board of Directors

Dear Shareholders,

I am very pleased to invite you to participate in the ESM of Santander Brasil, called for January 23^rd, 2015 at 4:00 p.m., in the Auditorium of the head offices of the Company located at Avenida Presidente Juscelino Kubitschek Nos. 2041 and 2235 – 1^st mezzanine – District of Vila Olímpia - São Paulo – State of São Paulo.

This Manual for participating on Shareholders’ meeting (“Manual”) we are publishing this Manual to assist our shareholders in taking decisions, providing to you in advance relevant clarifications and orientation for voting.

On this Extraordinary Shareholders Meeting (ESM), we will resolve (i) the proposal to apply the "Long Term Incentive Plans" for year 2014, for managers, management employees and other employees of the Company and companies under its control, in accordance with the proposal approved by the Board of Directors on a meeting held on November 26^th, 2014; (ii) the proposal to amend the Company’s Bylaws to adapt its content to the traditional segment listing of securities trading, once the Company is no longer part of Level 2 Listing of Corporate Governance of BM&FBOVESPA, by the (a) exclusion of the sole paragraph of Article 1, items ‘d’ and ‘e’ of seventh paragraph of Article 5, second paragraph of Article 28, second and third paragraphs of Article 41, sole paragraph of Article 43, Articles 45, 46 and 47, as well as its respective paragraphs, and sole paragraph of Article 50; (b) wording adjustment of the first and fifth paragraph of Article 6, caput of Article 9, item XXVI of Article 17, Title X, caput of Articles 41, 48 and 51, and Article 59; and (c) the other numbering adjustment applicable; and (iii) consolidation of the Company’s Bylaws.

In order to facilitate your analysis and appreciation of the matters to be resolved in the ESM, we have put the documents relative to each matter of the Call Notice into the form of exhibits to this Manual, complying with the provisions of CVM Instructions No. 481.

We recommend careful reading of this Manual. We are at your disposal to clarify any doubts through our emails acionistas@santander.com.br and ri@santander.com.br.

We hope that this Manual will fulfill its purpose of assisting you with clarification on the matters to be resolved in our ESM. We are counting on your participation in this important event of our Company.

Very truly yours,

Celso Clemente Giacometti

Chairman of the Board of Directors

___________________________________________________

2. Call Notice

BANCO SANTANDER (BRASIL) S.A.

Public-held Company with Authorized Capital

Taxpayer ID (“CNPJ/MF”) No. 90.400.888/0001-42

Company Registry Number (“NIRE”) No. 35.300.332.067

EXTRAORDINARY SHAREHOLDERS’ MEETING

CALL NOTICE

The shareholders of Banco Santander (Brasil) S.A. (“Banco Santander Brasil” or “Company”) are hereby invited, pursuant to Article 124 of Law 6,404/76, for the Extraordinary Shareholders Meeting (“ESM”) to be held on January 23^rd, 2015, at 4:00 p.m., at the Auditorium of the Company’s main place of business, at Avenida Presidente Juscelino Kubitschek nº 2041 e 2235 – 1^st mezzanine – Vila Olímpia - São Paulo/SP, to resolve on the following Agenda: TO APROVE:

(i) the proposal to apply the "Long Term Incentive Plans" for year 2014, for managers, management employees and other employees of the Company and companies under its control, in accordance with the proposal approved by the Board of Directors on a meeting held on November 26^th, 2014;

(ii) the proposal to amend the Company’s Bylaws to adapt its content to the traditional segment listing of securities trading, once the Company is no longer part of Level 2 Listing of Corporate Governance of BM&FBOVESPA, by the (a) exclusion of the sole paragraph of Article 1, items ‘d’ and ‘e’ of seventh paragraph of Article 5, second paragraph of Article 28, second and third paragraphs of Article 41, sole paragraph of Article 43, Articles 45, 46 and 47, as well as its respective paragraphs, and sole paragraph of Article 50; (b) wording adjustment of the first and fifth paragraph of Article 6, caput of Article 9, item XXVI of Article 17, Title X, caput of Articles 41, 48 and 51, and Article 59; and (c) the other numbering adjustment applicable; and

(iii) consolidation of the Company’s Bylaws.

General Instructions:

1. The Company’s shareholders or their legal representatives shall attend the ESM with their respective identification documents. In the event the Company’s shareholder is represented by an attorney, the Company’s shareholders shall deposit at the Company´s main place of business (with its address indicated below), at least seventy two (72) hours before the ESM, the power of attorney duly granted as required by the Law; and

2. 2. The documents relating to the matters to be examined and discussed in the ESM are available to the shareholders (i) at the Company’s main place of business, at Avenida Presidente Juscelino Kubitschek, nº 2041 and 2235 - Bloco A - Vila Olímpia – São Paulo/SP, 9^th floor – Corporate Legal Department, where they may be consulted in business days, from 10:00 a.m. to 4:00 p.m., as well as on the Company’s websites (www.santander.com.br/ri and www.santander.com.br/acionistas - at downloads center); (ii) at the Brazilian Securities & Exchange Commission (CVM), at Rua Sete de Setembro, 111, 5^o floor Consultation Center, Rio de Janeiro/RJ or at Rua Cincinato Braga, 340, 2^o to 4^o floors, Ed. Delta Plaza, São Paulo/SP as well as on its website (www.cvm.gov.br); and (iii) at the BM&F Bovespa S.A. – Securities, Commodities and Futures Exchange, at Rua XV de Novembro, 275, São Paulo/SP, as well as on its website (www.bmfbovespa.com.br).

São Paulo, December 22, 2014.

Celso Clemente Giacometti

Chairman of the Board of Directors

___________________________________________________

3. Participation of the Shareholders in the ESM

The shareholders of Santander Brasil may participate in the ESM personally, or through a duly appointed and established attorney-in-fact.

The following documents will be required from the shareholders for participation in the ESM:

Individual

Identification document with photo¹ (original or certified copy)

Legal entity

• corporate documents that evidence the legal representation of the shareholder (original or certified copy)²

• ID document of the legal representative with photo (original or certified copy)

3.1. Representation by Power of Attorney

The shareholder may be represented in the ESM by an attorney-in-fact duly appointed and established by a public or private instrument, and on the terms of Article 126, Paragraph One of the Corporation Law, the attorneys-in-fact must have been appointed less than one (1) year before, and must be (i) shareholders of the company, (ii) administrative officers of the company, (ii) attorneys, or (iii) financial institutions, while it is incumbent upon the managers of investment funds to represent the their Unit holders.

The originals or certified copies of the documents mentioned above must be delivered at the head offices of the Company by no later than the time for opening the ESM.

However, in order to facilitate the access of the shareholders to the ESM, we recommend that delivery of these documents be made at least seventy-two (72) hours prior to the opening of the ESM.

For the case of documents sent by email, the originals or certified copies must be delivered at the head offices of the Company on the day of the ESM.

The documents must be delivered at the head offices of the Company, at Avenida Presidente Juscelino Kubitschek No. 2041 and 2235 – Wing A – District of Vila Olímpia - São Paulo – State of São Paulo, 9^th floor – Legal Corporate Executive Office telephones +55 11 3553-0982 and +55 11 3553-5436, email: juridsocietario@santander.com.br.

¹The following documents may be presented: (i) General Registration ID Card (RG); (ii) Foreigner Identity Card (RNE); (iii) Valid passport; (iv) Professional Class ID Card valid as a civil identity for legal purpose (e.g.: OAB, CRM, CRC, CREA); or (v) National Driver’s License (CNH) with photo.

²By-Laws/Articles of Association and Minutes/Instruments of election of the legal representatives registered with the pertinent body.

4. Matters to be Resolved in the ESM

4.1. Approve the proposal to apply the "Long Term Incentive Plans" for year 2014, for managers, management employees and other employees of the Company and companies under its control, in accordance with the proposal approved by the Board of Directors on a meeting held on November 26^th, 2014.

The Company aiming to align the interest of Santander Brasil and the Participants, in view of, on one hand, the growth and profitability of the Company’s business and, on the other hand, to recognize the Participants contribution for development of the Company’s activities; to turn possible for the Company to hold the Participants as employees of the Company; and to promote the good development of the Company and of the shareholders’ interest within a long term commitment of the Participants, elaborated the “Long Term Incentive Plans”, subject to resolution of the shareholders.

The “Long Term Incentive Plans” also has the interest of attend the Resolution CMN No. 3.921/2010, which all the financial institutions have to observe certain requirements to pay the deferred on the future payment of the variable remuneration by the Company to certain officers, management-level employees and other employees of Santander Brasil and companies under its control, pursuant to long term sustainable financial bases and subject to adjustment of future payments due to the risks assumed and variable capital cost.

Thus, the Company proposes to ESM approval the “Long Term Incentive Plans” refer to the year 2012, which has for its object the payment of gratification as part of the variable remuneration by the Company to certain directors, managerial employees and other employees of Santander and companies controlled.

The information pertaining to the Long Term Incentive Plans are described on Exhibits I - I.1, I.1.1, I.2 and I.2.1 of the Manual, in accordance with Article 13 of CVM Instruction 481.

___________________________________________________

4.2 To approve the proposal to amend the Company’s Bylaws to adapt its content to the traditional segment listing of securities trading, once the Company is no longer part of Level 2 Listing of Corporate Governance of BM&FBOVESPA, by the (a) exclusion of the sole paragraph of Article 1, items ‘d’ and ‘e’ of seventh paragraph of Article 5, second paragraph of Article 28, second and third paragraphs of Article 41, sole paragraph of Article 43, Articles 45, 46 and 47, as well as its respective paragraphs, and sole paragraph of Article 50; (b) wording adjustment of the first and fifth paragraph of Article 6, caput of Article 9, item XXVI of Article 17, Title X, caput of Articles 41, 48 and 51, and Article 59; and (c) the other numbering adjustment applicable.

The Santander Brasil and Banco Santander, SA ("Santander Spain") held on October 30^th, 2014, a voluntary exchange offer ("Exchange Offer") of Units, Common Shares or Preferred Shares issued by the Company for Brazilian Depositary Receipts ("BDRs") or American Depositary Shares ("ADRs") representing ordinary shares of Santander Spain. As a result of the Exchange Offer, Santander Spain acquired 1,640,644 Shares and 517,827,702 Units, representing, together, 13.65% of the share capital of Santander Brasil, in such a way that Santander Group holds 88.30% of the share capital of Santander Brasil.

Because of the Exchange Offer, the Shareholders, through a Shareholders’ General Meeting held on June 6, 2014, approved the output of the special segment listing of securities trading of BM&FBOVESPA so called Level 2 Listing of Corporate Governance (“Level 2 Output" and "Level 2"), in accordance with the provisions of Section XI of Level 2 Regulation and Title X of the Company's Bylaws.

Thus, considering Level 2 Output, the proposal of item 4.2 is designed to suit the content of the Company's Bylaws to the traditional listing segment of BM&FBOVESPA, through (a) exclusion of the sole paragraph of Article 1, items ‘d’ and ‘e’ of seventh paragraph of Article 5, second paragraph of Article 28, second and third paragraphs of Article 41, sole paragraph of Article 43, Articles 45, 46 and 47, as well as its respective paragraphs, and sole paragraph of Article 50; (b) wording adjustment of the first and fifth paragraph of Article 6, caput of Article 9, item XXVI of Article 17, Title X, caput of Articles 41, 48 and 51, and Article 59; and (c) the other numbering adjustment applicable.

___________________________________________________

4.3 Towards the proposal object of item 4.2 above, to consolidate the Company’s bylaws.

This proposal intends to consolidate the Company’s Bylaws as a consequence of the amendment proposed on the last item.

For the purposes of Article 11 of Normative Instruction CVM 481, the consolidated Bylaws of the Company are attached to this document as Exhibit II, with the changes duly highlighted.

The amendment to the Company’s Bylaws is subjected to certification by Bacen, according to the applicable legislation.

___________________________________________________

EXHIBIT I

(Pursuant to article 13 of CVM Instruction 481)

1. Provide a copy of the proposed plan

Exhibits I - I.1.1 and I.2.1.

Exhibit I.1

LONG-TERM INCENTIVE PLAN –

BONUS UNITS - COLLECTIVE SUPERVISED

2. Inform the main features of the proposed plan, identifying:

a. Potential beneficiaries

Officers, management-level employees and other employees of Santander Brasil and of the companies under its control that may be benefited by the Plan

b. Maximum number of options to be granted

Board of Directors

Statutory Board and Professionals in Key Roles

Maximum Number of options granted

4.400.000

c. Maximum number of shares covered by the plan

Board of Directors

Statutory Board and Professionals in Key Roles

Maximum Number of options granted

8.800.000

d. Terms for acquisition

The Participant must remain in the Company during the term of the Plan and follow other criteria established in the regulations.

e. Detailed criteria for setting the exercise price

The values used as the basis of the Bonus Units to be paid to the Participants will be calculated as follows:

(a) First fiscal year following the Base Year: The Final Number of Units per Year of the first fiscal year multiplied by the average final daily price of the Units in the last fifteen (15) trading sessions of BM&FBOVESPA from January of the first fiscal year following the Base Year;

(b) Second fiscal year following the Base Year: The Final Number of Units per Year of the second fiscal year multiplied by the average final daily price of the Units in the last fifteen (15) trading sessions of BM&FBOVESPA from January of the second fiscal year following the Base Year; and

(c) Third fiscal year following the Base Year: The Final Number of Units per Year of the third fiscal year multiplied by the average final daily price of the Units in the last fifteen (15) trading sessions of BM&FBOVESPA from January of the third fiscal year following the Base Year.

f. Criteria for setting the exercise period

The Total Number of Units will be divided by 3 (three) and allocated equally to the three fiscal years following the Base Year. The payment of each installment of the Participants' Bonus Units will be made until March 31^st of each of the three fiscal years following the Base Year.

g. Method for settlement of options

The bonus payment will be made directly into Units.

h. Criteria and events that, when determined, will cause the suspension, modification or termination of the plan

The Board of Directors of the Company may establish the partial payment or non-payment of the plan, upon verification of the following events:

(a) unsatisfactory financial performance of the Company;

(b) breach of internal rules applicable to the Participant, including but not limited to, risk management policies;

(d) material changes in the Company's net worth or in the qualitative risk assessment.

3. Justify the proposed plan, explaining:

a. The main objectives of the plan

The Plan has the following objectives:

(a) align the interests of Banco Santander Brasil and of the Participants aiming, on one hand, to reach the growth and profitability of the Company’s business and on the other hand, the recognition of the Participants’ contribution for the activities of Santander Brasil;

(b) allow the Company to retain the Participants in its staff of employees, offering them as an additional bonus, a remuneration linked to the performance of the Deposit Certificates representing the Shares of the Company, each of one (1) Common Share and one (1) Preferred Share issued by the Company, ticker SANB 11 ("Units"), in accordance with the terms, conditions and forms of this Plan; and

(c) promote the good performance of the Company and the shareholders’ interests through a long-term commitment of the Participants.

It is part of the current regulatory environment applicable to the Company, especially facing the CMN Resolution No. 3.921, by which financial institutions must observe certain requirements for deferred future payments of portion of the variable compensation owed to its officers and other employees, taking into account the long-term sustainable financial basis and adjustments in future payments due to the risks assumed and fluctuations capital costs.

b. The way the plan contributes to these objectives

The Plan contributes to the alignment of the employees’ interests with the profitability and long-term results of the Company, because it is a deferred payment of variable compensation in shares and subject to Malus, upon verification of any situation described on item ‘h’ above.

c. How the plan is included in the company's remuneration policy

The Plan is a key element in the Company's compensation strategy because it acts as an efficient instrument of recognition, motivation and retention of Participants in the short, medium and long term.

d. How the plan will align the interests of the beneficiaries and the company's short, medium and long term interests

The Plan aligns the interests of the Participants and the Company's short, medium and long term interests, since the compensation is related to the price of the Company’s shares and subject to Malus.

4. Estimate the company's expenses arising from the plan, according to the accounting rules that address this matter

Total Estimated Cost of the Plan: R$ 59,400,000.00

* * * *

Exhibit I.2

LONG-TERM INCENTIVE PLAN –

COLLECTIVE SUPERVISED (Deferred share in cash)

2. Inform the main features of the proposed plan, identifying:

a. Potential beneficiaries

Officers, management-level employees and other employees of the Company and of the companies under its control that may be benefited by the Plan.

b. Maximum number of options to be granted

Not applicable.

c. Maximum number of shares covered by the plan

Not applicable.

d. Terms for acquisition

The Participant must remain in the Company during the term of the Plan and follow other criteria established in the regulations.

e. Detailed criteria for setting the exercise price

The values of the Deferred Bonus to be paid to the Participants will be calculated as follows:

(a) First fiscal year following the Base Year: Final Base Value per Year for the first fiscal year adjusted by the variation of 100% (one hundred percent) of the CDI between February 1^st of the Base Year until January 31^st of the first fiscal year following the Base Year.

(b) Second fiscal year following the Base Year: Final Base Value per Year for the second fiscal year adjusted by the variation of 100% (one hundred percent) of the CDI between February 1^st of the Base Year until January 31^st of the second fiscal year following the Base Year.

(c) Third fiscal year following the Base Year: Final Base Value per Year for the third fiscal year adjusted by the variation of 100% (one hundred percent) of the CDI between February 1^st of the Base Year until January 31^st of the third fiscal year following the Base Year.

f. Criteria for setting the exercise period

The Initial Base Value will be divided by 3 (three) and equally allocated to the three fiscal years following the Base Year. The payment of each installment of the Deferred Bonus of the Participants (i) will be made until March 31^st of each of the three fiscal years following the Base Year.

g. Method for settlement of options

The dividend will be paid as bonus in cash.

h. Criteria and events that, when determined, will cause the suspension, modification or termination of the plan

The Board of Directors of the Company may establish the partial payment or non-payment of the plan, upon verification of the following events:

(a) unsatisfactory financial performance of the Company;

(b) breach of internal rules applicable to the Participant, including but not limited to, risk management policies;

(d) material changes in the Company's net worth or in the qualitative risk assessment.

3. Justify the proposed plan, explaining:

a. The main objectives of the plan

The Plan has the following objectives:

(a) align the interests of Santander Brasil and of the Participants aiming, on one hand, to reach the growth and profitability of the Company’s business and on the other hand, the recognition of the Participants’ contribution for development of the activities of Santander Brasil;

(b) allow the Company to retain the Participants in its staff of employees, offering them as an additional bonus, a compensation in cash connected to the Company’s profits, in the terms and conditions established in this Plan; and

(c) promote the good performance of the Company and the shareholders’ interests through a long-term commitment of the Participants.

It is part of the current regulatory environment applicable to the Company, especially in light of the CMN Resolution No. 3.921, by which financial institutions must observe certain requirements for payment deferred in the future portion of the variable compensation owed to its officers and other employees, taking into account the long-term sustainable financial basis and adjustments in future payments due to the risks assumed and fluctuations in capital cost.

b. The way the plan contributes to these objectives

The Plan contributes to the alignment of the employees’ interests with the profitability and long-term results of the Company, because it is a deferred payment of variable compensation and subject to Malus, upon verification of any situation described in item ‘h’ above.

c. How the plan is included in the company's remuneration policy

d. How the plan will align the interests of the beneficiaries and the company's short, medium and long term interests

The Plan aligns the interests of the Participants and the Company's short, medium and long term interests, since the compensation is subject to Malus.

4. Estimate the company’s expenses incurred with the plan, pursuant to the account rules dealing with this subject matter.

Total estimated cost of the Plan: R$ 59,400,000.00

****

Exihibit I.1.1

LONG TERM INCENTIVE PLAN –

BONUS IN UNITS - SUPERVISED COLLECTIVE

I. DEFINITIONS

1.1 Each of the expressions in title case below is used herein, in the singular or plural form, as the case may be, according to the meaning attributed below:

Expression

Meaning

Base Year

The fiscal year subject to the Plan, as defined in Item 3.3. The initial Base Year is 2015.

Banco Santander Brasil or the Company

Santander Spain

Banco Santander (Brasil) S.A., as defined in Item 2.1.

Banco Santander, S.A., controller of Banco Santander Brasil.

BM&FBOVESPA

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros, as defined in Item 3.3.

Bonus in Units

Bonus in Units to be paid to each Participant, as part of the variable compensation payable by the Company to Participants, as defined in Item 3.2, subject to certain conditions defined in this Plan.

Executive Office

For the purposes hereof, the Executive Office corresponds to the Chief Executive Officer and to the Vice Chief Executive Officers of the Company.

Contract

Plan Contract, to be executed in electronic form by each collaborator at the time of their eligibility as Participants, as defined in Item 6.1.

HR Department

The Human Resources Department of the Company, as defined in Item 4.1.

Santander Group

Santander Brasil Group

Banco Santander, S.A. and companies that are, directly or indirectly, controlled by Banco Santander, S.A.

Banco Santander (Brasil) S.A. and companies that are, directly or indirectly, controlled by Banco Santander (Brasil) S.A.

Participants

Officers, management-level employees and other employees of Banco Santander Brasil and of other companies under its control that may be eligible for the Plan, as defined in Item 2.1.

Lock-Up Period

One-year term as of the date of acquisition of each tranche of Units during which the Participant cannot dispose of the units, pursuant to Item 10.1.

Plan

Long-term incentive policy directed at collaborators of Santander Brasil and other companies of the Santander Brasil Group, with compensation pegged to the performance of the Units of Banco Santander Brasil, as defined in Item 2.1.

Final Number of Units per Year

Actual number of reference Units allocated to each Participant during each fiscal year, based on the Maximum Number of Units per Year and on the criteria set forth in Item 4.3, as defined in Item 3.4.

Maximum Number of Units per Year

Total Number of Units divided by three, as defined in Item 3.4.

Total Number of Units

Maximum number of reference Units allocated to each Participant, subject to definition by the Board of Directors of the Company, as defined in Item 3.3.

Resolution No. 3921/10

Resolution of the National Monetary Council No. 3921, of November 25, 2010, as defined in Item 2.2.

Units

Share Deposit Certificates representing, each, one (1) common share and one (1) preferred share issued by the Company (ticker: SANB 11), as defined in Item 2.1(b).

Santander Spain Shares

Initial Base Value

Shares issued by Santander Spain (ticker: SAN).

Initial base value for each Participant to be defined by the Board of Directors of the Company, which shall serve as the basis for calculation of the Total Number of Units, as defined in Item 3.1.

II. LONG TERM INCENTIVE PLAN

2.1. This Long Term Incentive Plan (“Plan”) represents a variable-income opportunity made available to certain collaborators of BANCO SANTANDER (BRASIL) S.A. (“Banco Santander Brasil” or “Company”), including officers, management-level employees and other employees of Banco Santander Brasil and of other companies under its control (“Participants”). The Plan has the following goals:

(a) align the interests of Banco Santander Brasil and of the Participants aiming, on the one side, to reach the growth and profitability of the business of the Company and, on the other, recognition of the contribution of Participants for development of activities by Banco Santander Brasil;

(b) enable the Company to retain the Participants, offering as an additional benefit, the opportunity to earn compensation pegged to the performance of the Share Deposit Certificates representing, each, one (1) common share and one (1) preferred share issued by the Company (ticker: SANB 11) (“Units”), pursuant to the terms, conditions and form defined herein; and

(c) promote the good performance of the Company and shareholders’ interests by means of a long term commitment on the part of Participants.

2.2. The Plan is part of the current regulatory environment applicable to the Company, notably Resolution of the National Monetary Council No. 3921, of November 25, 2010 (“Resolution No. 3921/10”), pursuant to which financial institutions must abide by certain requirements with regard to the deferred payment of the variable part of the remuneration payable to its officers and collaborators, in light of sustainable long-term financial basis and adjustments to future payments according to the applicable risks and fluctuations affecting capital cost.

III. OBJECTIVES OF THE PLAN

3.1. The objective of the Plan is the payment of bonuses in the form of Units to Participants, as part of the variable income payable by the Company to Participants, pursuant to the provisions of the Company’s compensation policy. The Board of Directors of the Company shall define the calculation method applicable to the variable compensation payable to each Participant, subject to the conditions of this Plan. The Board of Directors of the Company shall be able to change the methodology whenever it deems necessary. According to the methodology defined by the Board of Directors, the Executive Office shall calculate the initial amount corresponding to the bonus in Units to be assigned to each Participant pursuant to the provisions of this Plan (the “Initial Base Value”).

3.2. The Initial Base Value shall be converted into a certain number of Units, to be handed to each Participant, as described in further detail herein below, so that the compensation payable to Participants shall be pegged to the future performance of the Units, pursuant to the provisions set forth in Resolution No. 3921/10 (“Bonus in Units”).

3.3. The number of Units for purposes of the ascertainment of the Bonus in Units shall be calculated by means of the division of the Initial Base Value by the final daily price of the Units (Ticker: SANB11) over the last fifteen (15) trading sessions of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) in January of the 2015 fiscal year (the “Total Number of Units” and the “Base Year”). As an example:

2014 - the Participant is entitled to the Initial Base Value based on his own performance, in the performance of his area and in the performance of the Company.

2015 - Base Year as per Item 3.3

2016, 2017 and 2018 - years of payment of the installments of the Bonus in Units, as per Items 3.4 and 3.5 below.

3.3.1. If the Total Number of Units is not a whole number, the following rule shall apply: (i) if the fraction includes 0.5 or more, the Total Number of Units shall be rounded up to the next whole number; (ii) if the fraction includes less than 0.5, the Total Number of Units shall be rounded down to the preceding whole number.

3.4. The Total Number of Units shall be divided by three (3) and allocated to the three fiscal years following the Base Year (the “Maximum Number of Units per Year”). Up to February 10 of each of the three fiscal years following the Base Year, the Board of Directors of the Company shall be able to modify the Maximum Number of Units per Year, according to the criteria set forth in Item 4.3 below, thus establishing the “Final Number of Units per Year” for each fiscal year.

3.5. The amounts used as the basis for the Bonus in Units to be paid to Participants shall be calculated in the manner described below:

(a) First fiscal year following the Base Year: the Final Number of Units per Year for the first fiscal year multiplied by the average final daily price of the Units over the last fifteen (15) trading sessions of BM&FBOVESPA in January of the first fiscal year following the Base Year;

(b) Second fiscal year following the Base Year: the Final Number of Units per Year for the second fiscal year multiplied by the average final daily price of the Units over the last fifteen (15) trading sessions of BM&FBOVESPA in January of the second fiscal year following the Base Year; and

(c) Third fiscal year following the Base Year: the Final Number of Units per Year of the third fiscal year multiplied by the average final daily price of the Units over the last fifteen (15) trading sessions of BM&FBOVESPA in January of the third fiscal year following the Base Year.

3.6. Payments of each instalment of Bonus in Units to Participants (i) shall be made by March 31 of each one of the three fiscal years following the Base Year, (ii) shall abide by the specifications approved by the Board of Directors and Executive Office of the Company, and (iii) when involving officers of the Company, shall comply with the global officer compensation ceiling approved during the Ordinary General Meeting of the Company or as profit sharing payments.

3.7. The Company shall abide by the tax, labor and social security laws applicable to the payments of Bonus in Units, including the withholding of Income Tax at the source with respect to the amounts paid to the Participants.

IV. PLAN ADMINISTRATION

4.1. This Plan shall be approved by the Board of Directors of the Company, pursuant to a proposal submitted by the Appointment and Compensation Committee of the Company, and administered by the Executive Office with the support of the Human Resources Department of the Company (“HR Department”). The Executive Committee shall administer this Plan according to the parameters approved by the Board of Directors, which may include, among others, the authority that may be necessary to:

(a) decide on all and any arrangements pertaining to the administration hereof, detailing and application of general norms established herein;

(b) decide about the list of Participants and the eligibility of Participants to one of the cycles that are part of this Plan;

(d) settle doubts as to the interpretation of the general rules set forth in this Plan; and

(e) review the Plan’s conditions to, observed the basic principles, (i) adapt the Plan according to the similar plans adopted by other companies part of Santander Brasil Group; and/or (ii) substitute the Units by securities backed in Santander Spain Stocks (including BDRs – Brazilian Depositary Receipts) for the purposes of the bonus object of this Plan, including the system for purchasing of such securities.

4.1.1. The powers granted to the Executive Office on Item 4.1 shall not apply whenever the performance of such powers is directly related to the Executive Office’s members.

4.2. The HR Department will handle the implementation of the Plan according to the terms set forth herein, including but not limited to, all applicable communications to Participants throughout the validity of the Plan.

4.3. The Board of Directors of the Company shall define the Final Number of Units per Year relating to each fiscal year for purposes of the calculation of the annual installment of the Bonus in Units to Participants, as defined in Item 3.4 above, which may be established by means of a percentage applicable to the Maximum Number of Units per Year in the following cases:

(a) unsatisfactory financial performance by the Company;

(b) inobservance of internal rules applicable to the Participant, including, but not limited to, risk management policies;

(c) substantial change in the financial condition of the Company, save when resulting from changes in accounting practices; or

(d) significant variation in the reference equity of the Company or in the qualitative risk assessment.

4.4. Without prejudice to the provisions set forth in item 4.3 above, the Final Number of Units per Year of each Participant shall be increased whenever the Company distributes dividends and/or interest on net equity to its shareholders, from February 1 of the Base Year to January 10 in each one of the three fiscal years following the Base Year, by the same proportion as the dividends and/or interest on net equity that the Participant would be entitled to collect had he been the holder of the Units of the Company since February 1 of the Base Year. The new Final Number of Units per Year of each Participant shall be calculated according to the price of the Units (Ticker: SANB11) on the date reported as “Ex-Dividends/Interest on Net Equity”, pursuant to the Notice to Shareholders issued by the Company.

V. PLAN PARTICIPANTS

5.1. For the purposes of this Plan, the Participants shall be the employees identified as such by the Board of Directors and informed to the HR Department, in a selection that shall be based, among other factors, on seniority, responsibilities, activities and risk subject to the management of the Participant in Santander Brasil Group. After definition of the Participants that are eligible for any given cycle, no new participants shall be admitted.

5.2. The rights and benefits of this Plan shall be granted to Participants in a personal manner, and cannot be pledged, assigned or transferred to third parties, except for the corresponding successors at the time of death of the Participant, pursuant to the terms of this Plan.

5.3 Participants may not enter into transactions with third parties in an attempt to neutralize, in full or in part the risk of fluctuation in the price of the Units, for purposes of the definition of the Total Number of Units (such as hedge transactions).

VI. CONTRACT

6.1. Subject to the provisions set forth herein, the Participants shall sign the contract of the Plan in electronic format (“Contract”) at the time of their eligibility as Participants in each cycle hereof, which shall include, among other provisions, the full agreement of the Participant with regard to the rules and conditions defined hereunder with regard to each cycle.

VII. QUANTITATIVE LIMIT

7.1. The Plan shall not cause dilution in the corporate capital of Banco Santander Brasil, given that the treasury Units shall be used in the payment of the Bonus in Units. Bonus in Units under this Plan shall be limited to 4,400,000 Units, which correspond to 0,1179% of the total share capital of the Company.

VIII. DISCHARGE, RETIREMENT, DEATH AND DISABILITY

8.1. The effectiveness of the Plan shall be (i) subject to early termination, by operation of the law, with regard to Participants that fall under the description set forth in Items 8.2 (a) and (d) (as the case may be) below; and (ii) upheld, with regard to Participants that fall under the description set forth in Items 8.2 (b) and (c) (as the case may be), and 8.3 to 8.7 below, subject to the rules of those items.

8.2. In case of discharge of a Participant, the following rules shall apply:

(a) in case of discharge of a Participant as a result of termination, resignation or dismissal with cause, pursuant to article 482 of the Consolidated Labor Laws or dismissal from a corporate position at the unilateral decision of the Company, the Participant shall no longer be entitled to be part of the Plan, and shall not be entitled to collect any future installment of the Bonus in Units subject to this Plan;

(b) in case of discharge of a Participant as a result of breach of the employment contract caused by actions performed by the Company, pursuant to the provisions set forth in article 483 of the Consolidated Labor Laws, or in case of dismissal without cause, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the Units he would be entitled to collect as a result of the Bonus in Units applicable to such Participant;

(c) in case of exoneration of a Participant without an employment bond defined by mutual agreement, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the Units he would be entitled to collect as a result of the Bonus in Units applicable to such Participant, pursuant to the agreement between the Participant and a Company. Covenants agreed with one Participant shall not represent a precedent that can be invoked by other Participants; or

(d) in case of exoneration of a Participant without an employment bond of a statutory position by unilateral decision with cause of the Company or resignation, the Participant shall lose the right to participate of the Plan, in such a way that such Participant shall have no right to receive the future instalments of the Bonus in Units subject to this Plan.

8.3. If the Participant leaves the Company to be relocated to another company of the Santander Group abroad, he shall be subject to the provisions set forth in Item 8.2(b) or (c) above (as the case may be).

8.4. In case of retirement due to time of service or pre-retirement remunerated license granted to the Participant, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the Units he would be entitled to collect as a result of the Bonus in Units applicable to such Participant.

8.5. At the time of a Participant’s death, the corresponding successor shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the Units he would be entitled to collect as a result of the Bonus in Units applicable to such Participant.

8.6. In case of permanent disability of the Participant, as verified by two (2) medical reports (issued by a public and private institution), the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the Units he would be entitled to collect as a result of the Bonus in Units applicable to such Participant.

8.7. In case of suspension of the employment contract due to labor illness or accident, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the Units he would be entitled to collect as a result of the Bonus in Units applicable to such Participant.

8.8. Please note that the times of payment of the installments of Bonus in Units subject to this Plan shall take place, in each cycle, at the same time for all Participants or successors, as the case may be, pursuant to the decision set forth in Item 4.3 above, whether or not the Participant is still a collaborator of Banco Santander Brasil or of a company under its control, when applicable, at the times of the payments of Bonus in Units, subject to the conditions of this Plan.

IX. QUANTITATIVE ADJUSTMENTS IN THE NUMBER OF UNITS

9.1. In order to preserve the objectives of the Plan, the Total Number of Units shall be increased or decreased in the following events: (a) share splitting, grouping or bonuses; (b) consolidation, merger, spin-off; and (c) other similar procedures with a relevant material effect.

9.2. The HR Department, under the supervision of the Executive Office, shall make the aforementioned quantitative adjustments pursuant to the methodology adopted by BM&FBOVESPA in similar adjustments in its stock markets.

X. RESTRICTIONS ON THE DISPOSAL OF UNITS (LOCK-UP)

10.1 The number of Units corresponding to the investment subject to this Plan cannot be disposed by the Participant for one (1) year as of the date of acquisition of each tranche of Units (“Lock-Up Period”). Please note that the Lock-up Period shall begin whenever the Participants receive Units as a result of the distribution of the Bonus in Units. The Units shall remain unavailable for disposal during the Lock-Up Period.

10.2 For the purposes of this Section X, “disposal” is understood as the offer, sale, sale commitment, sale contracting, swap, lease, lease commitment, pledge, conditional sale, derivatives operations backed by Units or any other direct or indirect form of disposal or encumbrance of Units.

XI. NON-INTERFERENCE IN THE OFFICIAL, CONTRACTUAL OR EMPLOYMENT RELATIONSHIP

11.1. No provisions in this Plan shall be interpreted as constituting rights for employed Participants, granting rights to the Participants regarding guaranteed retention of employment, or interfering in any way with the right of the Company, subject to legal conditions and those of the employment Contract, of terminating the relationship with the Participant at any time.

11.2. In addition, no provisions in this Plan shall grant to any of the officer or member of the Board of Directors that is a Participant, rights pertaining to their stay until the end of their mandate, nor interfere in any way in the Company’s right to remove them from office, nor ensure the right of re-election for the position.

XII. DATE OF EFFECTIVENESS AND TERMINATION OF THE PLAN

12.1. The Plan shall come into effect immediately after approval thereof by the General Meeting of the Company and shall remain in force for an indefinite time.

12.2 The Plan may be terminated, suspended or amended, at any time, following a proposal submitted by the Board of Directors of the Company approved by the General Meeting, provided that, in case or suspension or termination, the rights of Participants who hold mature rights to receive Bonus in Units shall be observed, subject to the provisions set forth in Section VII above.

XIII. ADDITIONAL PROVISIONS

13.1 The Board of Directors, acting in the best interest of the Company and its shareholders, may amend the conditions of the Plan, being able to substitute the Units by securities backed by Santander Spain Stocks (including BDRs – Brazilian Depositary Receipts) for the purposes of the bonus set forth in this Plan, including the system to purchase such securities, provided that the corresponding basic principles shall not be changed, especially the maximum amounts to be paid under the Plan, as approved by the General Meeting.

13.2 The Executive Office shall be able to establish special treatments applicable to specific cases, during the term of effectiveness of the Plan, provided that Participants’ vested rights and basic principles of the Plan shall not be affected. Such special treatment may not be a precedent that can be invoked by other Participants.

13.3. Each Participant shall be responsible for complying with the applicable tax laws and for the payment of the taxes applicable to the Plan.

13.4. Any case not dealt with herein shall be decided by the Board of Directors of the Company.

* * * *

EXHIBIT I.2.1

LONG TERM INCENTIVE PLAN –

SUPERVISED COLLECTIVE (DEFERRED CASH INSTALLMENT)

I. DEFINITIONS

1.1 Each of the expressions in title case below is used herein, in the singular or plural form, as the case may be, according to the meaning attributed below:

Expression

Meaning

Base Year

The fiscal year subject to the Plan. The initial Base Year is 2015.

Banco Santander Brasil or the Company

Banco Santander (Brasil) S.A., as defined in Item 2.1.

Deferred Bonus

Funds to be paid to Participants, as part of the variable income payable by the Company to Participants, in an amount to be adjusted according to the fluctuation of one hundred percent (100%) of CDI, pursuant to the provisions set forth in Item 3.3, subject to certain conditions defined in this Plan.

CDI

Interest rate of the interbank deposit certificate, ascertained according to the transactions of issuance of prefixed inter-financial deposits, defined over one business day and settled by CETIP – Central Agency for Custody and Financial Settlement pursuant to the provisions set forth by the Central Bank of Brasil, known as “DI-CETIP Over Rate (Extra-Group)”, expressed as an annual percentage, based on a 252-day year, published on a daily basis by CETIP.

Executive Office

For the purposes hereof, the Executive Office corresponds to the Chief Executive Officer and to the Vice Chief Executive Officers of the Company.

Contract

Plan Contract, to be executed in electronic form by each collaborator at the time of their eligibility as Participants, as defined in Item 6.1.

HR Department

Santander Group

Santander Brasil Group

The Human Resources Department of the Company, as defined in Item 4.1.

Banco Santander, S.A. and companies that are, directly or indirectly, controlled by Banco Santander, S.A.

Banco Santander (Brasil) S.A. and companies that are, directly or indirectly, controlled by Banco Santander (Brasil) S.A.

Participants

Officers, management-level employees and other employees of Banco Santander Brasil and of other companies under its control that may be eligible for the Plan, as defined in Item 2.1.

Plan

Long-term incentive policy directed at collaborators of Banco Santander Brasil and other companies of the Santander Brasil Group, with remuneration adjusted at one hundred percent (100%) of CDI, as defined in Item 2.1.

Initial Base Value

Initial base value for each Participant, to be defined by the Executive Office of the Company, as defined in Item 3.1.

Maximum Base Value per Year

Initial Base Value divided by three, as defined in Item 3.2.

Final Base Value per Year

Final Base Value for each Participant, to be defined pursuant to the provisions set forth in Items 3.2 and 4.3, which shall be the basis for the calculation of the Deferred Bonus.

Resolution No. 3921/10

Resolution of the National Monetary Council No. 3921, of November 25, 2010, as defined in Item 2.2.

II. LONG TERM INCENTIVE PLAN

2.1. This Long-Term Incentive Plan (“Plan”) represents a variable-income opportunity made available to certain collaborators of BANCO SANTANDER (BRASIL) S.A. (“Banco Santander Brasil” or “Company”), including officers, management-level employees and other employees of Banco Santander Brasil and of other companies under its control (“Participants”). The Plan has the following goals:

(a) align the interests of Banco Santander Brasil and of the Participants aiming, on the one side, to reach growth and profitability of the business of the Company and, on the other, recognition of the contribution of Participants for development of the activities by Banco Santander Brasil;

(b) enable the Company to retain the Participants, offering as an additional benefit the opportunity to earn compensation pursuant to the terms, conditions and forms set forth herein; and

(c) promote the good performance of the Company and shareholders’ interests by means of a long term commitment of the Participants.

2.2. The Plan is part of the current regulatory environment applicable to the Company, notably Resolution of the National Monetary Council No. 3921, of November 25, 2010 (“Resolution No. 3921/10”), pursuant to which financial institutions must follow certain requirements with regard to the deferred payment of the variable part of the remuneration payable to its officers and collaborators, in light of sustainable long-term financial basis and adjustments to future payments according to the applicable risks and fluctuations affecting capital cost.

III. OBJECTIVES OF THE PLAN

3.1. The objective of the Plan is the payment of a cash bonus, as part of the variable income payable by the Company to Participants, pursuant to the provisions of the Company’s compensation policy (“Deferred Bonus”). The Board of Directors of the Company shall define the calculation method applicable to the variable compensation payable to each Participant, subject to the conditions of this Plan. The Board of Directors of the Company shall be able to change the methodology whenever it deems necessary. According to the methodology defined by the Board of Directors, the Executive Office shall calculate the initial amount to be assigned to each Participant pursuant to the provisions of this Plan (the “Initial Base Value”).

3.2. The Initial Base Value shall be divided by three (3) and allocated, in equal proportion, to the three fiscal years following the Base Year (“Maximum Base Value per Year”). Up to February 10 of each of the three fiscal years following the Base Year, the Board of Directors of the Company shall be able to amend the Maximum Base Value per Year, according to the criteria set forth in Item 4.3 below, thus establishing the “Final Base Value per Year”.

3.3. The Deferred Bonus amount payable to Participants shall be calculated in the manner described below:

(a) First fiscal year following the Base Year: Final Base Value per Year for the first fiscal year adjusted according to the fluctuation of one hundred percent (100%) of the CDI from February 1 of the Base Year to January 31 of the first fiscal year following the Base Year.

(b) Second fiscal year following the Base Year: Final Base Value per Year for the second fiscal year adjusted according to the fluctuation of one hundred percent (100%) of the CDI from February 1 of the Base Year to January 31 of the second fiscal year following the Base Year.

(c) Third fiscal year following the Base Year: Final Base Value per Year for the third fiscal year adjusted according to the fluctuation of one hundred percent (100%) of the CDI from February 1 of the Base Year to January 31 of the third fiscal year following the Base Year.

3.4. Payments of each instalment of Deferred Bonus to Participants (i) shall be made by March 31 of each one of the three fiscal years following the Base Year, (ii) shall follow the specifications approved by the Board of Directors and Executive Office of the Company, and (iii) when involving officers of the Company, shall comply with the global officer compensation cap approved during the Ordinary General Meeting of the Company or as profit sharing payments.

3.5. The Company shall follow the tax, labor and social security laws applicable to the payment of Deferred Bonus, including the withholding of Income Tax at the source with respect to the amounts paid to the Participants.

IV. PLAN ADMINISTRATION

4.1. This Plan shall be approved by the Board of Directors of the Company, pursuant to a proposal submitted by the Appointment and Compensation Committee of the Company, and it shall be administered by the Executive Office with the support of the Company’s Human Resources Department (“HR Department”). The Executive Office shall administer this Plan according to the parameters approved by the Board of Directors, which may include, among others, the authority that may be necessary to:

(a) decide on all and any arrangements pertaining to the administration hereof, detailing and application of general norms established herein;

(b) decide about the list of Participants and the eligibility of Participants to one of the cycles that are part of this Plan;

(d) settle doubts as to the interpretation of the general rules set forth in this Plan; and

(e) propose to the Board of Directors of the Company changes to the Plan in light of adjustments to similar plans adopted by other companies of the Santander Brasil Group.

4.1.1. The powers granted to the Executive Office on Item 4.1 shall not apply whenever the performance of such powers is directly related to the Executive Office’s members.

4.2. The HR Department will handle the implementation of the Plan according to the terms set forth herein, including but not limited to all applicable communications to Participants throughout the term of the Plan.

4.3. The Board of Directors of the Company shall establish Final Base Value per Year relating to each fiscal year for purposes of calculation of the annual installment of the Deferred Bonus, as defined in Item 3.2 above, which shall be defined according to the percentage applicable to the Maximum Base Value per Year in the following cases:

(a) unsatisfactory financial performance by the Company;

(b) inobservance of internal rules applicable to the Participant, including, but not limited to, risk management policies;

(c) substantial change in the financial condition of the Company, save when resulting from changes in accounting practices; or

(d) significant variation in the reference equity of the Company or in the qualitative evaluation of risks.

V. PLAN PARTICIPANTS

5.1. For the purposes of this Plan, the Participants shall be the employees identified as such by the Executive Office and informed to the HR Department, in a selection that shall be based, among other factors, on seniority, responsibilities, activities and risk subject to the management of the Participant in Santander Brasil Group. After definition of the Participants that are eligible for any given cycle, no new participants shall be admitted.

VI. CONTRACT

VII. DISCHARGE, RETIREMENT, DEATH AND DISABILITY

7.1. The effectiveness of the Plan shall be (i) subject to early termination, by operation of the law, with regard to Participants that fall under the description set forth in Items 7.2 (a) and (d) (as the case may be) below; and (ii) upheld, with regard to Participants that fall under the description set forth in Items 7.2 (b) and (c) (as the case may be) and 7.3 to 7.7 below, subject to the rules of those items.

7.2. In case of discharge of a Participant, the following rules shall apply:

(a) in case of discharge of a Participant as a result of termination or dismissal with cause, pursuant to article 482 of the Consolidated Labor Laws, the Participant shall no longer be entitled to be part of the Plan, and shall not be entitled to collect any future installment of the Deferred Bonus subject to this Plan;

(b) in case of discharge of a Participant as a result of breach of the employment contract caused by actions performed by the Company, pursuant to the provisions set forth in article 483 of the Consolidated Labor Laws, or in case of dismissal without cause, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the installment of the Deferred Bonus applicable to such Participant; or

(c) in case of exoneration of a Participant without an employment bond defined by mutual agreement, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the Units you would be entitled as a result of Bonus Units applicable to such Participant pursuant to the agreement between the Participant and the Company. Covenants agreed with one Participant shall not represent a precedent that can be invoked by other Participants; or

7.3. If the Participant leaves the Company to be relocated to another company part of Santander Group abroad, he shall be subject to the provisions set forth in Item 7.2(b) or (c) above, as the case may be.

7.4. In case of retirement due to time of service or pre-retirement remunerated license granted to the Participant, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the installment of the Deferred Bonus applicable to such Participant.

7.5. At the time of a Participant’s death, the corresponding successor shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the installment of the Deferred Bonus applicable to such Participant.

7.6. In case of permanent disability of the Participant, as verified by two (2) medical reports (issued by a public and private institution), the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the installment of the Deferred Bonus applicable to such Participant.

7.7. In case of suspension of the employment contract due to labor ailment or accident, the Participant shall collect, at the time of the payment to be made to the other Participants of the corresponding cycle, the installment of the Deferred Bonus applicable to such Participant.

7.8. Please note that the payment of the installments of the Deferred Bonus subject to this Plan shall take place, in each cycle, at the same time for all Participants or successors, as the case may be, pursuant to the decision set forth in Item 4.3, whether or not the Participant is still a collaborator of Banco Santander Brasil or of a company under its control, when applicable, at the times of the payments of the Deferred Bonus, subject to the conditions of this Plan.

VIII. NON-INTERFERENCE IN THE OFFICIAL, CONTRACTUAL OR EMPLOYMENT RELATIONSHIP

8.1. No provisions in this Plan shall be interpreted as constituting rights for employed Participants, granting rights to the Participants regarding guaranteed retention of employment, or interfering in any way with the right of the Company, subject to legal conditions and those of the employment Contract, of terminating the relationship with the Participant at any time.

8.2. In addition, no provisions in this Plan shall grant to any of the officers or member of the Board of Directors that is a Participant, rights pertaining to their stay until the end of their mandate, nor interfere in any way in the Company’s right to remove them from office, nor ensure the right of re-election for the position.

IX. DATE OF EFFECTIVENESS AND TERMINATION OF THE PLAN

9.1. The Plan shall come into effectiveness immediately after approval thereof by the Board of Directors of the Company and it shall remain in effect for an indefinite term.

9.2 The Plan may be terminated, suspended or modified, at any time, by the Board of Directors of the Company, provided that, in case of suspension or termination, the Company shall honor the rights of Participants who hold mature Deferred Bonus installments, subject to the provisions set forth in Section VII above.

X. ADDITIONAL PROVISIONS

10.1. Each Participant shall be responsible for complying with the applicable tax laws and for the payment of the taxes applicable to the Plan.

10.2. Any case not dealt with herein shall be decided by the Board of Directors of the Company.

* * * *

EXHIBIT II

Proposal of amendment of the Company’s Bylaws with the information indicated in Article 11 of Normative Instruction CVM 481

I. Copy of the Bylaws with the highlighted changes proposed

Paragraph 8 All shares are registered and held in deposit accounts in the name of their holders, by the Company itself, without certificates being issued; and the cost of services for the transfer of ownership may be collected from the shareholder.	Paragraph 8 All shares are registered and held in deposit accounts in the name of their holders, by the Company itself, without certificates being issued; and the cost of services for the transfer of ownership may be collected from the shareholder.
Paragraph 9 A Shareholders’ Meeting may, at any time, decide to convert the preferred shares into common shares, and set the conversion ratio.	Paragraph 9 A Shareholders’ Meeting may, at any time, decide to convert the preferred shares into common shares, and set the conversion ratio.
Paragraph 10 The Company may acquire its own shares, subject to the authorization of the Board of Directors, with the object of holding them in treasury for subsequent disposal or cancellation, subject to the legal and regulatory provisions in force.	Paragraph 10 The Company may acquire its own shares, subject to the authorization of the Board of Directors, with the object of holding them in treasury for subsequent disposal or cancellation, subject to the legal and regulatory provisions in force.
Paragraph 11 The Company may, subject to notification to BM&FBovespa and the publication of an announcement, suspend share transfers and share splits for a maximum period of fifteen (15) consecutive days or ninety (90) non-consecutive days during the year.	Paragraph 11 The Company may, subject to notification to BM&FBovespa and the publication of an announcement, suspend share transfers and share splits for a maximum period of fifteen (15) consecutive days or ninety (90) non-consecutive days during the year.
Paragraph 12 New fully paid-up shares may receive dividends in full, irrespective of the date of subscription. It will be the responsibility of the Shareholders’ Meeting or of the Board of Directors, as the case may be, to set out the payment conditions for newly-subscribed shares, and for bonus shares issued, and they may also create incentives for the immediate paying-in of the corresponding amounts.	Paragraph 12 New fully paid-up shares may receive dividends in full, irrespective of the date of subscription. It will be the responsibility of the Shareholders’ Meeting or of the Board of Directors, as the case may be, to set out the payment conditions for newly-subscribed shares, and for bonus shares issued, and they may also create incentives for the immediate paying-in of the corresponding amounts.
Paragraph 13 The preemptive right can be excluded or the exercise period can be reduced, at the discretion of the Board of Directors, in connection with the issuances of shares and subscription warrants, whose placement is made through (i) sale on stock exchange or public subscription, or (ii) share exchange, in a public offering, by operation of law.	Paragraph 13 The preemptive right can be excluded or the exercise period can be reduced, at the discretion of the Board of Directors, in connection with the issuances of shares and subscription warrants, whose placement is made through (i) sale on stock exchange or public subscription, or (ii) share exchange, in a public offering, by operation of law.
TITLE III – GENERAL MEETING	TITLE III – GENERAL MEETING
Article 6. The Shareholders’ Meeting will ordinarily be held on or before April 30 of each year and, extraordinarily, whenever corporate interests so demand.	Article 6. The Shareholders’ Meeting will ordinarily be held on or before April 30 of each year and, extraordinarily, whenever corporate interests so demand.
Paragraph 1 A Shareholders’ Meeting shall be convened by the Board of Directors or, in such cases as the law allows, by shareholders or by the Supervisory Board, by means of a published announcement, with the first call being made at least fifteen (15) days in advance and the second at least eight (8) days in advance. The Shareholders’ Meeting which shall consider the cancellation of the registration of a publicly-held company or the quitting by the Company of Level 2, shall be convened at least thirty (30) days in advance.	Paragraph 1 A Shareholders’ Meeting shall be convened by the Board of Directors or, in such cases as the law allows, by shareholders or by the Supervisory Board, by means of a published announcement, with the first call being made at least fifteen (15) days in advance and the second at least eight (8) days in advance. The Shareholders’ Meeting which shall consider the cancellation of the registration of a publicly-held company ~~or the quitting by the Company of Level 2~~, shall be convened at least thirty (30) days in advance.
Paragraph 2 A shareholder may be represented at a Shareholders’ Meeting by a proxy authorized, in the manner prescribed by the current legislation, not more than a year previously, and who must be a shareholder or manager of the Company or a lawyer; and the prior deposit of the respective instrument of proxy at the Company’s registered office may be required, within the period fixed in the announcements convening the meeting.	Paragraph 2 A shareholder may be represented at a Shareholders’ Meeting by a proxy authorized, in the manner prescribed by the current legislation, not more than a year previously, and who must be a shareholder or manager of the Company or a lawyer; and the prior deposit of the respective instrument of proxy at the Company’s registered office may be required, within the period fixed in the announcements convening the meeting.
Paragraph 3 The Shareholders’ Meeting will fix, each year, the aggregate amount of the remuneration of the managers, the Audit Committee and the Supervisory Board, if one has been appointed.	Paragraph 3 The Shareholders’ Meeting will fix, each year, the aggregate amount of the remuneration of the managers, the Audit Committee and the Supervisory Board, if one has been appointed.
Paragraph 4 The Shareholders’ Meeting shall be called to order and chaired by the Chairman of the Board of Directors, or by any member of the Executive Board, except Officers without a specific designation, or by the representative of the Controlling Shareholder, who shall invite one of those present to act as Secretary to the Meeting.	Paragraph 4 The Shareholders’ Meeting shall be called to order and chaired by the Chairman of the Board of Directors, or by any member of the Executive Board, except Officers without a specific designation, or by the representative of the Controlling Shareholder, who shall invite one of those present to act as Secretary to the Meeting.
Paragraph 5 It is the responsibility of the Shareholders’ Meeting to decide all those matters which are privy to it, in accordance with the current legislation. The resolutions of the Shareholders’ Meeting shall be decided by an absolute majority of votes, subject to the exceptions provided for under the law and to the provisions of Article 48, Paragraph 1 of these By-Laws.	Paragraph 5 It is the responsibility of the Shareholders’ Meeting to decide all those matters which are privy to it, in accordance with the current legislation. The resolutions of the Shareholders’ Meeting shall be decided by an absolute majority of votes~~, subject to the exceptions provided for under the law and to the provisions of Article 48, Paragraph 1 of these By-Laws~~.

Article 17. In addition to the attributes accorded by law or by the By-Laws, the Board of Directors will be responsible for the following:

I. To comply with and to ensure compliance with these By-Laws and resolutions of Shareholders’ Meeting;

II. to set the general guidelines for the business and operations of the Company;

III. to appoint and dismiss Officers and to define their duties;

IV. to set the remuneration, the indirect benefits and the other incentives of the Officers, within the global management remuneration limits approved in the Shareholders’ Meeting;

V. to monitor the management performance of the Officers; to examine the Company’s books and documents at any time; to request information about agreements entered into or being negotiated and about any other acts;

VI. to choose and to dismiss the independent auditors and to fix their remuneration, as well as to call on them to give the explanations that it may consider necessary about any matter;

VII. to give an opinion on the Management Report, the accounts of the Executive Board and the financial statements of the Bank and to approve their presentation to the Shareholders’ Meeting;

VIII. to approve and to review the annual budget, the capital budget and the business plan, and to formulate a capital budget proposal to be submitted to the Shareholders’ Meeting for the purpose of profits retention;

IX. to decide on the convening of Shareholders’ Meetings, when considered necessary or under the terms of Article 132 of Law No. 6.404/76;

X. to submit to the Annual Shareholders’ Meeting a proposal for the appropriation of the net income for the period, and to examine and consider the six-monthly balance sheets, or balance sheets raised at shorter periods, and the payment of dividends or interest on own capital arising from these balance sheets, as well as to consider the payment of interim dividends out of accumulated profits or revenue reserves existing as of the last annual or six-monthly balance;

XI. to submit proposals to the Shareholders’ Meeting for the increase or reduction of the share capital, inplit, bonus issues or splits of the Company's shares, and amendments to the By-Laws;

XII. to present proposals to the Shareholders’ Meeting for the liquidation, merger, split or amalgamation of the Bank;

XIII. approve the Bank’s capital increase, regardless of amendment to the bylaws, within the limits set forth in Paragraph1 of article 5 hereof, by setting the price, payment date and share issuance conditions, as well as the issuance of credit securities and convertible instruments within the limits set forth in Paragraph1 of article 5 hereof, it being also permitted to exclude the preemptive right or reduce the exercise periods in the issuance of shares, subscription warrants, credit securities and other convertible instruments, whose placement is made through sale on stock exchange or public subscription or public offering, as set forth in the law.

XIV. to consider the issue of subscription warrants, as provided in Paragraph 3 of Article 5 of these By-Laws;

XV. to grant, after approval at the Shareholders’ Meeting, share purchase options to managers, employees or individuals who provide services to the Company or to its subsidiaries, without giving the shareholders preemptive rights, under the terms of plans approved at the Shareholders’ Meeting;

XVI. to resolve on the negotiation with the Company’s shares for cancellation or to be held in treasury for subsequent disposal, subject to the pertinent legal provisions;

XVII. to fix the amount of profit sharing for officers and employees of the Bank and of its subsidiaries, with the power to decide not to offer them a share;

XVIII. to decide on the payment or credit of interest on the Company’s own capital to shareholders, under the terms of the applicable legislation;

XIX. authorize the acquisition or disposal of investments in equity interests in amounts above five percent (5%) of the equity reported in the last balance sheet approved at the Annual General Meeting, as well as authorize the establishment of joint ventures or consummation of strategic alliances with third parties;

XX. to appoint or dismiss the Company’s Ombudsman;

XXI. appoint and remove the members of the Audit Committee and Compensation and Appointment Committee, fill in the vacancies due to death, resignation or removal and approve the body’s internal policies, subject to the provisions of Titles VI and VII hereof;

XXII. authorize the sale of assets and properties, the creation of liens and tendering of collaterals for third-party obligations, whenever exceeding five percent (5%) of the equity reported in the last balance sheet approved at the Annual General Meeting;

XXIII. in special cases to concede specific authorization for particular documents to be signed by a single Officer, with the case being minuted in the appropriate book, except in the situations described in these By-Laws;

XXIV. approve the engagement of a share or unit bookkeeping institution;

XXV. to approve policies for the disclosure of information to the market and trading in the Bank’s own securities;

XXVI. define the triple list of specialized appraisal institutions or entities to prepare the appraisal report relating to the Bank’s shares, in case of cancellation of publicly-held company registration or delisting from Level 2, as set forth in Title X hereof;

XXVII. to express a favorable or unfavorable opinion on any public offer of acquisition of the shares issued by the Company, by means of an advance reasoned opinion, to be issued within up to fifteen (15) days of the publication of the offer document, which should address at least the following: (i) the suitability and the timing of the public offer of acquisition of the shares in relation to the interests of the shareholders as a whole and in relation to the liquidity of the securities they hold; (ii) the repercussions of the public offer of acquisition of shares on the interests of the Company; (iii) the strategic plans in relation to the Company disclosed by the offering partry; (iv) other matters which the Board of Directors may consider pertinent as well as the information required under the applicable rules established by the Securities Commission;

XXVIII. to consider any other matter which may be submitted to it by the Executive Board, and to convene members of this Board for joint meetings whenever it shall deem appropriate;

XXIX. to set up technical or consultative commissions and/or auxiliary committees, permanent or temporary, define their responsibilities and powers, other than those granted to the Board of Directors itself in terms of Article 142 of Law No. 6.404/76, and monitor their activities, in accordance with Article 14 Paragraph 6 of these By-Laws;

XXX. resolve on, subject to these Bylaws and the prevailing laws, their agenda and adopt or enact regulatory standards for their operation;

XXXI. to establish rules relating to the Units, as provided for in Chapter XIII of these By-Laws;

XXXII. to supervise the planning, operation, control and review of the remuneration policy for the Company's managers, taking into account the proposals of the Remuneration and Appointments Committee; and

XXXIII. to ensure that the managers’ remuneration policy is in accordance with the regulations issued by the Central Bank of Brazil.