Conversion ratio fixed

Banco Santander S.A.
17 October 2007


                                 MATERIAL FACT

Banco Santander announces that settlement of the tender offer for the ordinary
shares of ABN AMRO Holding N.V. ('ABN Amro'), the initial acceptance period for
which concluded on 5th October 2007, has taken place today.

Once that the settlement has taken place, and pursuant to the prospectus
regarding the Valores Santander filed with the National Securities Market
Commission on 19th September 2007 (the 'Prospectus'), the Board of Directors of
Banco Santander has proceeded to issue mandatorily convertible bonds for an
amount of 7,000 million Euro. Such bonds will be subscribed for by Santander
Emisora 150, S.A.U., a wholly owned subsidiary of the Bank which issued the
Valores Santander.

Accordingly, from 19th October 2007, the Valores Santander will become
mandatorily exchangeable for the bonds now being issued, which in turn are
mandatorily convertible into shares of Banco Santander. As a result, the Valores
Santander will not be early redeemed on 4th October 2008.

The reference price of the shares of Banco Santander for conversion purposes has
been established at 16.04 euro per share.

This price is the result of applying 116% (the conversion premium contemplated
in the Prospectus) to the arithmetical average of the average weighted prices of
the Banco Santander share on the Spanish Continuous Market during the five stock
market trading days prior to 17th October 2007, which was 13.83 euro.

The conversion ratio of the bonds into shares (i.e., the number of Banco
Santander shares corresponding to each Valor Santander for conversion purposes)
has been established at 311.76 shares for each Valor Santander.

This conversion ratio is the result of dividing the nominal value of each Valor
Santander Security (5,000 euro) by the reference price stated above (16.04
euro).

Admission for listing of the Valores Santander on the Fixed Income Electronic
Market of the Madrid Stock Exchange will occur no later than 4th November 2007.

                                  Boadilla del Monte (Madrid), 17th October 2007



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