Notice of EGM

Banco Santander Central Hispano SA
22 January 2002


                         MATERIAL FACT

Banco Santander Central Hispano, S.A. hereby notifies the calling of the 
Extraordinary General Meeting of Shareholders, to be held in Santander 
(Palacio de Festivales, Avda. Reina Victoria, s.n.) on 8th February 2002, at 
first call, or on 9th February 2002 at second call, with the Agenda as per the
announcement below.

Madrid, January 22nd, 2002


               BANCO SANTANDER CENTRAL HISPANO. S.A.

              Extraordinary General Meeting of Shareholders

By resolution of the Board of Directors, the shareholders are called to an
Extraordinary general meeting at the Palacio de Festivales (Avda. Reina
Victoria), Santander, on February 9th 2002 at 11 a.m., on second call, in the
event that if the necessary quorum is not achieved, this meeting cannot be held
on first call at the same place and time on February 8th, in order for the
shareholders to receive information on item One and discuss and agree on the
other items on the following 

                               AGENDA

One.-     Information on the Group's performance and earnings during 2001.

Two.-     Distribution of dividend.
 
Three.    Board of Directors: Establishment of number of members. Re-election
          of Directors and ratification of appointment of Director.

Four-     Re-election of external auditors for the 2002 financial year.

Five.-    Authorisation to enable the Bank and its affiliates to acquire their 
          own shares under article 75 and additional first provision of the 
          Corporations Act, cancelling the unused part of the authorisation 
          granted by the Ordinary General Meeting of Shareholders on March 
          10th 2001.

Six.-     Delegation to the Board of Directors of the authority to execute the 
          resolution - to be adopted by the General Meeting - to increase the 
          share capital in accordance with article 153.a) of the Corporations 
          Act, cancelling resolution SIX. II) of the aforementioned General 
          Meeting of March 10th 2001.

Seven.    Authorisation to the Board of Directors to increase the share capital 
          according to article 153.1.b) of the Corporations Act with delegation 
          to exclude pre-emptive subscription rights as established under 
          article 159.2 of such Act, cancelling the unused part of the 
          authorisation granted under resolution SEVEN.II) of the Ordinary 
          General Meeting of Shareholders on March 10th 2001.

Eight-    Increase of share capital through non-monetary contributions, by 
          nominal value of 127,906,977 euros, through issuing and putting into 
          circulation 255,813,954 new ordinary shares of € 0.5 (half a euro) 
          each and every one, with an issue premium which will be determined, 
          under the framework of 159.1.c) in fine of the Corporations Act, by 
          the Board of Directors on the date of execution of the resolution and 
          between a minimum of € 3.80 and a maximum of € 12. The new shares 
          will be fully subscribed and disbursed through non-monetary 
          contributions in the form of shares of the German company AKB Holding 
          GmbH. The complete cancellation of pre-emptive subscription rights and 
          provision for incomplete subscription. Option, under Chapter VIII of 
          Heading VIII of Law 43/95, for the special regime applicable to the 
          exchange of shares.

          Delegation of authority to the Board of Directors to determine the 
          conditions of such increase not envisaged in the resolution of the 
          General Meeting of Shareholders, carry out the necessary measures for 
          its execution, modify the first paragraph of article 4 of the 
          Corporate Bylaws in order to reflect the new amount of share capital
          and execute any and all public or private documents which are 
          necessary in order to implement the capital increase.

          Request permission from the relevant Spanish and foreign authorities
          to list the new shares on the Madrid, Barcelona, Bilbao and Valencia 
          stock markets through the Continuous Market, and on the international 
          markets where the Bank's share is listed (presently, London, Paris, 
          Frankfurt, Switzerland, Italy, Lisbon and Buenos Aires, and through 
          ADR'S, New York) according to the requirements of each one.

Nine,-    Delegation to the Board of Directors to issue fixed-income securities 
          convertible into and/or exchangeable for shares of the Bank;
          determination of the bases and types of conversion and the increase of 
          share capital by the necessary amount; cancellation of items 2) to 5) 
          of resolution NINE of the aforementioned General Meeting of 
          March 10th 2001.

Ten.-     Delegation to the Board of Directors of the authority to execute the 
          resolution - to be adopted by the General Meeting - to issue fixed 
          income securities convertible into and/or exchangeable for shares of 
          the Bank, with exclusion of pre-emptive subscription rights;
          determination of the bases and types of conversion and the increase of 
          share capital by the necessary amount (Rate of issue: At par; 
          Conversion rate: On the basis of market conditions, with a minimum of 
          the greater between the average share price on the Continuous Market 
          of the Spanish stock markets, according to closing prices, during the 
          15 calendar days prior to the date of the general Meeting and the 
          price on the same market according to the closing price the day before 
          the launch of the fixed-income securities); with cancellation of items 
          2) to 5) of resolution TEN of the aforementioned General Meeting of 
          March 10th 2001.

Eleven.-  Delegation to the Board of Directors of the authority to issue fixed 
          income securities not convertible into shares.

Twelve.-  Modification of corporate Bylaws: Introduction of a new provision as 
          article 44 (to include the possibility of communication by electronic 
          and telematic means), re-numbering the present article 44 as a new 
          article 45, and the express elimination of the Temporary Provision of 
          such Bylaws.

Thirteen.-Authorisation to the Board of Directors to interpret, rectify, 
          complement, execute and carry out the resolutions adopted by the 
          General Meeting, as well as to substitute the authorisations received 
          from such Meeting, and the granting of authority to place such 
          resolutions on public record.

Attendance of Notary

The Board of Directors has resolved to require the presence of a Notary Public 
to draw up the minutes of the Meeting, in accordance with the provisions of 
Article 114 of the Corporations Act concerning article 101 of the Regulations of 
the Mercantile Registry.

Attendance

Shareholders having one hundred or more of the Bank's shares registered in their 
name and who fulfil the other requirements established by the Bylaws are 
entitled to attend the Meeting. Holders of less than one hundred shares may 
group together until such number is reached, in order that one of them may 
attend the Meeting, or be represented by another shareholder entitled to attend.

Right of attendance may be delegated according to what is established in this 
respect in the corporate Bylaws and in the Corporations Act.

Right to Information

With respect to items Six to Ten (both inclusive) and Twelve of the Agenda, 
Shareholders may examine the full text of the documents referred to in articles 
144.1. c), 155, 159 and 292.2 of the Corporations Act at the Bank's registered 
office, or may request such documents to be delivered or sent free of charge.

                                                 Santander, January 22nd 2002
                      General Secretary and Secretary of the Board of Directors, 
                                                                Ignacio Benjumea


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