Fthr.Banesto Public Offering

Banco Santander Central Hispano SA
26 November 2002



Banco Santander Central Hispano successfully concludes the Public Offering of
pre-emptive rights of Banesto and reduces its participation in The Royal Bank of
Scotland Group plc ('RBS').


The public offering of rights to subscribe for new shares of Banesto made by
Banco Santander Central Hispano has concluded successfully, and 11.64% of its
share capital has been placed, at a price of euro 7.5 per share.


After having received the consent which was requested today from RBS to sell
shares in RBS, Banco Santander Central Hispano has reduced its shareholding in
RBS from 8 per cent to 5 per cent through the sale of 86.7 million ordinary
shares to a significant number of counterparties on a widely dispersed basis.


The combined effect of the two transactions on the capital ratios of the Group
places the current core capital at 5.4%, the Tier I at 8.3% and the total BIS
ratio at 13%.


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Important notice regarding the Banesto offering:

The information contained herein regarding the Banesto offering does not
constitute an offer of securities for sale in the United States. Neither the
Banesto shares nor the Banesto share rights have been or will be registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of such Act. No money, securities
or other consideration is being solicited, and, if sent in response to the
information contained herein, will not be accepted.


Madrid, November 25, 2002


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