Purchase & Sale of Shares

Banco Santander Central Hispano SA
28 May 2002



Grupo Santander Central Hispano and Sacyr, S.A. have agreed the purchase and
sale of a block of shares of Vallehermoso, S.A, equivalent to 24.5% of its share
capital, for a total price of 568.7 million euros, representing a 31% premium
over the market price and a price of 15 euros per share. 

The operation will be executed within the next 15 days. 

As a result of this sale, Santander Central Hispano will obtain a capital gain
of 300 million euros. 

Santander Central Hispano will keep a 4.3% stake in Vallehermoso, S.A., which it
intends to increase to 5%. 

There is no commitment for the Board Members maintained by Banco Santander
Central Hispano, S.A. in Vallehermoso S.A. to act in accord with Sacyr S.A or
with any other shareholder of Vallehermoso, S.A. with respect to the management
of the company, with the result that they will be fully independent. 


                                                       
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