EXECUTION VERSION

FINAL TERMS DOCUMENT

7 July 2016

Santander UK plc

Issue of Series 64 £500,000,000 Floating Rate Covered Bonds due 8 July 2019 (XS1442232333)

irrevocably and unconditionally guaranteed as to payment of principal and interest by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 1 June 2016 and the supplemental prospectus dated 30 June 2016 (the Supplemental Prospectus) which together constitute a base prospectus for the purposes of the Prospectus Directive (2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the effect that such amendments have been implemented in a relevant Member State) (the Prospectus Directive). This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus, as so supplemented. Full information on the Issuer and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms Document and the Prospectus, as so supplemented. Copies of the Prospectus and the Supplemental Prospectus are available free of charge to the public at the registered office of the Issuer and from the specified office of each of the Paying Agents.

1.	(a)	Issuer:	Santander UK plc
	(b)	Guarantor:	Abbey Covered Bonds LLP
2.	(a)	Series Number:	64
	(b)	Tranche Number:	1
	(c)	Series which Covered Bonds will be consolidated and form a single Series with:	Not Applicable
	(d)	Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above:	Not Applicable
3.		Specified Currency or Currencies:	Sterling (GBP or £)

4.	Money Market Covered Bonds:		No
5.	Do the Covered Bonds have the benefit of remarketing arrangements:		No
6.	Aggregate Nominal Amount of Covered Bonds admitted to trading:
	(a)	Series:	£500,000,000
	(b)	Tranche:	£500,000,000
7.	Issue Price:		100 per cent. of the aggregate nominal amount
8.	(a)	Specified Denominations:	£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Covered Bonds in definitive form will be issued with a denomination above £199,000
	(b)	Calculation Amount:	£1,000
9.	(a)	Issue Date:	8 July 2016
	(b)	Interest Commencement Date:	Issue Date
10.	(a)	Final Maturity Date:	8 July 2019
	(b)	Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:	8 July 2020
11.		Interest Basis:	3 month GBP LIBOR + 0.48 per cent. per annum Floating Rate from and including the Interest Commencement Date to but excluding the Final Maturity Date (further particulars specified below)
12.	Redemption/Payment Basis:		Redemption at par
13.	Change of Interest Basis or Redemption/Payment Basis:		From and including the Final Maturity Date to but excluding the Extended Due for Payment Date the following Interest provisions apply:
			Interest Basis: 1 month GBP LIBOR +0.48 per cent. per month Floating Rate

			th day of each Interest Payment Dates: 8 month commencing on 8 August 2019 and including the Extended Due for Payment Date
			Interest Period: The period from and including the Final Maturity Date, or as the case may be an Interest Payment Date, to but excluding the next following Interest Payment Date
			Modified Following Business Day Convention
			Business Days: London
			Day Count Fraction: Actual/365 (Fixed), adjusted
			Interest Determination Dates: the first London Business Day of each Interest Period
			Screen Rate Determination Relevant Screen Page: Bloomberg page BBAM1
14.		Put/Call Options:	Not Applicable
15.	(a)	Status of the Covered Bonds:	Senior
	(b)	Status of the Guarantees:	Senior
16.		Method of distribution:	Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17.		Fixed Rate Covered Bond Provisions:	Not Applicable
18.		Floating Rate Covered Bond Provisions:	Applicable
	(a)	Interest Period(s):	The period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and subsequently, each period from and including an Interest Payment Date to but excluding the next Interest Payment Date
	(b)	Specified Interest Payment Dates:	8 October, 8 January, 8 April and 8 July in each year, up to and including the Final Maturity Date

	(c)	First Interest Payment Date:	8 October 2016
	(d)	Business Day Convention:	Modified Following Business Day Convention
	(e)	Business Day(s):	London
		Additional Business Centre(s):	Not Applicable
	(f)	Manner in which the Rate of Interest and Interest Amount is to be determined:	Screen Rate Determination
	(g)	Party responsible for calculating the Rate of Interest and Interest Amount (if not the Principal Paying Agent):	Not Applicable
	(h)	Screen Rate Determination:	Applicable
		Reference Rate:	3 month GBP LIBOR to but excluding the Final Maturity Date and 1 month GBP LIBOR thereafter
		Interest Determination Date(s):	The first London Business Day of each Interest Period
		Relevant Screen Page:	Bloomberg page BBAM1
	(i)	ISDA Determination:	Not Applicable
	(j)	Margin(s):	+0.48 per cent. per annum
	(k)	Minimum Rate of Interest:	Not Applicable
	(l)	Maximum Rate of Interest:	Not Applicable
	(m)	Day Count Fraction:	Actual/365 (Fixed)
	(n)	Fallback denominator provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Covered Bonds, if different from those set out in the Terms and Conditions:	Not Applicable
19.	Provisions:	Zero Coupon Covered Bond	Not Applicable

PROVISIONS RELATING TO REDEMPTION

20.	Issuer Call:	Not Applicable
21.	Investor Put:	Not Applicable
22.	Final Redemption Amount of each Covered Bond:	£1,000 per Calculation Amount
23.	Early Redemption Amount of each Covered Bond payable on redemption for taxation reasons or on event of default, etc. and/or the method of calculating the same (if required):	As set out in Condition 6.8(a)

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

24.	Form of Covered Bonds:	Bearer Covered Bonds:
		Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds only upon an Exchange Event
25.	New Global Covered Bond:	Yes
26.	Financial Centre(s):	Not Applicable
27.	Talons for future Coupons or Receipts to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature):	No
28.	Details relating to Partly Paid Covered Bonds: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Covered Bonds and interest due on late payment:	Not Applicable
29.	Details relating to Instalment Covered Bonds:
	(a) Instalment Amount(s):	Not Applicable
	(b) Instalment Date(s):	Not Applicable
30.	Redenomination renominalisation and	Not Applicable

reconventioning provisions:

Post-perfection SVR-LIBOR Margin: 2.95 per cent.

DISTRIBUTION

U.S. Selling Restrictions: Reg. S Compliance Category 2 TEFRA D applicable

PURPOSE OF FINAL TERMS DOCUMENT

This Final Terms Document comprises the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market of the Covered Bonds described herein pursuant to the €35 billion Global Covered Bond Programme of Santander UK plc.

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING:

(a)	Listing and admission to trading:	Application has been made by the Issuer
		(or on its behalf) for the Covered Bonds to
		be admitted to trading on the London
		Stock Exchange's Regulated Market with
		effect from the Issue Date

(b) Estimate of total expenses related to admission to trading: £3,600

2. RATINGS:

Ratings: The Covered Bonds to be issued have been rated:

S & P: AAA

Moody's: Aaa

Fitch: AAA

3. COVERED BOND SWAP:

Covered Bond Swap Provider: Not Applicable Nature of Covered Bond Swap: Not Applicable

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE:

Save as discussed in Subscription and Sale and Transfer and Selling Restrictions, so far as the Issuer and the LLP are aware, no person involved in the offer of the Covered Bonds has an interest material to the offer. The Managers and their affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and/or their affiliates in the ordinary course of business.

5. HISTORICAL INTEREST RATES:

Details of historical BBAM1 rates can be obtained from Bloomberg.

6. TRADEABLE AMOUNTS:

So long as the Covered Bonds are represented by a Global Covered Bond and Euroclear Bank SA and Clearstream Banking, société anonyme so permit, the Global Covered Bond shall be tradeable in minimum principal amounts of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000 (the Tradeable Amount) in addition thereto.

7. OPERATIONAL INFORMATION:

(a)	ISIN Code:	XS1442232333
(b)	Common Code:	144223233
(c)	Delivery:	Delivery against payment
Agent(s):	Name and address of Initial Paying	Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB
Names	and addresses of additional Paying Agent(s) (if any):	Not Applicable
	Intended to be held in a manner which would allow Eurosystem eligibility:	Yes

Signed on behalf of the Issuer:

By:~-"'-------::>-- Duly authorised

Signed on behalf of the LLP:

By: D

AI Terminal

SANTANDER UK PLC

4587_rns_2016-07-11_7802fdb3-c2d7-4ae2-b624-b899a6b0ee5e.pdf