Acquisition

Banco Santander Central Hispano SA
18 December 2001

SANTANDER CENTRAL HISPANO, ENDESA, UNION 
FENOSA AND ING ACQUIRE TELECOM ITALIA'S 
26.89% STAKE IN PHONE OPERATOR AUNA

The deal strengthens the commitment of the three core partners to AUNA'S 
development, as well as to sustaining shareholder stability in the Spanish 
telecommunications group

Madrid, December 18, 2001 - Grupo Santander Central Hispano, Endesa and Union 
Fenosa have agreed, in conjunction with ING Bank, to acquire the 26.89% stake in
AUNA held by Telecom Italia for a total of 2 billion euros.

The operation reinforces the commitment of the three core investors to the 
project and to maintaining a stable and controlling shareholding in AUNA.

The transaction involves Santander Central Hispano taking an additional 12.62% 
in the company which, added to the 10.87% it already holds, gives it a total 
23.49%. Endesa acquires an additional 2%, giving it 29.88%, and has an option to
acquire up to a further 5.5%, while Union Fenosa acquires 2% for a total stake 
of 18.7%, and an option for another 4.77%. ING will take 10.27%.

With the objective of strengthening the management structure, the three partners
agreed to propose Joan David Grima, general manager of Santander Central Hispano
and responsible for its industrial group, as deputy chairman and managing 
director of AUNA. He retains membership of the Bank's management committee.

The three core shareholders view AUNA'S potential for further upside valuation 
as particularly significant, both in the light of performance in 2001 and also 
of revenue and income growth projected for the next two years. They consider 
that the shareholder stability achieved with the acquisition of Telecom Italia's
stake, and the substantial increase in Grupo Santander Central Hispano's 
shareholding, will ensure the project's success.

The decision reflects their unanimous belief in the future of Spain's number two
telecommunications operator, with major market shares in each of its businesses 
- mobile phones, fixed phones, cable and Internet, and their strong commitment 
to the project. In this regard, they have agreed that AUNA strategy and 
corporate governance should be decided by consensus and in conjunction with the 
other shareholders.

The partners have also established rules aimed at guaranteeing that any partial 
or full sale of their shareholdings to a third party should be effected jointly.
The operation is subject to the relevant administrative authorizations.