Re Agreement

Banco Santander Central Hispano SA
11 December 2002




                                 MATERIAL FACT

Banco Santander Central Hispano S.A. hereby advises that it has today reached a
definitive agreement with the U.S. institution Bank of America Corporation, by
which the latter will acquire 24.9 per cent of Grupo Financiero Santander Serfin
S.A. de C.V. for US dollars 1.6 billion in cash, producing an estimated capital
gain of US dollars 700 million.

Bank of America Corporation will designate two board directors and will be
entitled to participate in the taking of strategic decisions of Grupo Financiero
Santander Serfin, S.A. de C.V., although Santander will continue to manage the
latter.

The agreement contemplates that Bank of America Corporation will maintain its
stake for a period of at least three years. At the end of this time, if it
considers appropriate, it may use various liquidity mechanisms, including
admission of its stake for listing on the stock market and a put option to sell
it to Santander at book value once only.

The operation is subject to the obtaining of the appropriate regulatory
approvals and its execution is envisaged for the first quarter of 2003.




                                                      Madrid, December 11th 2002


                      This information is provided by RNS
            The company news service from the London Stock Exchange