Re Agreement

Banco Santander Central Hispano SA
31 May 2001

Document Dated 30 May 2001

                   NEW PLATFORM CREATED FOR MOBILE PHONE-BASED
                               PAYMENTS IN SPAIN

*  Agreement signed today between Banco Santander Central Hispano, Banco Bilbao 
   Vizcaya Argentaria, Telefonica Moviles and Airtel paves way for a new        
   platform for effecting payments by mobile phone in Spain.  AMENA will also   
   join

*  The new system will offer a secure mechanism for using credit cards, taking  
   advantage of existing card technology

*  Caja Madrid, Banco Popular, Banesto, Banco Sabadell and Xfera will also form 
   part of the agreement, contributing their respective expertise in this field

*  The agreement means integrating the various projects under way to date in    
   Spain, opening the door to exporting the Spanish platform

Madrid, May 30, 2001 - Banco Santander Central Hispano, Banco Bilbao Vizcaya
Argentaria, Telefonica Moviles and Airtel today announced the signing of an
agreement to integrate their respective development programmes in mobile phone
payments.

The new project will be an open system, which all financial entities, mobile
phone operators and credit card companies in Spain are eligible to join.  Mobile
phone operator Amena has signed an agreement to join the project, and agreements
in principle have also been reached with Caja Madrid, Banco Popular, Banesto,
Banco Sabadell and Xfera.  This de facto will create a platform for phone
payments in Spain, with clear options for international expansion.

The agreement places Spain in the vanguard of new business models involving
financial institutions and mobile phone operators, and strengthens its
leadership in new credit card technology.

The new platform reflects the role that mobile phones will play in the daily
lives of consumers, offering an effective mechanism for making payments.  It
will facilitate the transition to payments in euros, and open the possibility of
offering an advanced payment system for transactions such as home deliveries,
repairs etc.  It will also broaden the scope of existing credit card operations
and reach the younger segment.

The security afforded by this new system will facilitate internet purchases, and
brings a decisive thrust to mobile phone transactions, opening up enormous
business opportunities by uniting the convenience of mobile phones with the
sophistication of advanced payment systems.  The mobile phone acts to identify
the owner, and allows him to confirm each transaction with a secret code, which
is different to the one used to activate the telephone.

The partners in this project envisage the incorporation of major card companies
such as VISA and Master Card.

The agreement will take effect with the creation of two companies which will
establish the platform in the Spanish market and abroad.  Initial investment is
approximately Ptas. 7 billion and will involve the launch of a pilot programme
in the fourth quarter of this year, with a business launch by the year end.