Result of EGM

Banco Santander Central Hispano SA
27 July 2007


IGNACIO BENJUMEA CABEZA DE VACA, SECRETARY GENERAL AND SECRETARY OF THE BOARD OF
'BANCO SANTANDER CENTRAL HISPANO, S.A.',



CERTIFY: That, in accordance with the minutes of the meeting of the ordinary
General Shareholders' Meeting of this entity, validly held on July 27, 2007, the
following resolutions were passed:


''ITEM ONE


1. Deprive of any and all effect resolution SEVEN.II) of the Ordinary General
Shareholders' Meeting of 18 June 2005.


2. Re-authorise the Board of Directors, as broadly under the Law as may be
necessary, so that in accordance with the provisions of Section 153.1.b) of the
Business Corporations Law, it may increase share capital on one or more
occasions and at any time, within a period of three years from the date of this
Meeting, in the maximum nominal amount of 1,563,574,144.5 euros, by means of the
issuance of new shares - with or without a premium and with or without voting
rights - with the consideration for such new shares consisting of cash
contributions, and with the power to set the terms and conditions of the capital
increase and the characteristics of the shares, as well as to freely offer the
unsubscribed new shares within the pre-emptive subscription period or periods,
provide that, in the case of an incomplete subscription, the capital shall be
increased only by the amount of subscriptions made and amend the article of the
Bylaws regarding capital. The amount of capital increases, if any, to satisfy
the conversion of debentures that is made under the provisions of resolution Ten
of the Ordinary General Shareholders' Meeting of 21 June 2003 is deemed to be
included within the limit of the aforementioned maximum amount available at any
time. Furthermore, the Board is authorised to totally or partially exclude
pre-emptive rights upon the terms of Section 159.2 of the Business Corporations
Law. The delegation of powers includes the power to take all the steps required
for the new shares covered by the capital increase or increases to be admitted
to trading on the domestic and foreign stock exchanges on which the Bank shares
are listed, in accordance with the procedures established by each of such stock
exchanges. The Board of Directors is also authorised to delegate to the
Executive Committee the delegable powers granted by this resolution.


ITEM TWO


1. Issuance of debentures mandatorily convertible into shares

It is hereby resolved to issue debentures mandatorily convertible into
newly-issued ordinary shares of Banco Santander Central Hispano, S.A. (the
'Company' or 'Banco Santander') (the 'Debentures' and each of them, a
'Debenture') in accordance with the terms and conditions, and subject to the
basis for and terms of conversion described below, and to delegate to the Board
of Directors the powers required to implement the issuance (in the
understanding, whenever powers are delegated to it hereunder, that they include
the express power to, in turn, delegate such authority to the Executive
Committee or to one or more Directors).

(a) Amount of the issuance

The amount of the issuance shall be FIVE BILLION EUROS (€5,000,000,000).

(b) Issue price and nominal value

The issue price of the Debentures shall be the par value thereof, i.e., one
hundred percent of their nominal value, which nominal value shall not be less
than the nominal value of Banco Santander shares (i.e., half a euro (€ 0.50) per
share) or less than the net equity value per share of existing Banco Santander
shares, as disclosed in the consolidated financial statements of Banco Santander
as of 31 March 2007, prepared by the Board of Directors for such purpose on 22
June 2007 and which have been passed upon by the Banco Santander auditor (i.e.,
7.12 euros per share).

(c) Interest Rate

The interest rate shall be determined by the Board of Directors depending on
market conditions, and may be fixed, variable, or a combination of both. The
Board of Directors will likewise determine the intervals at which such interest
is to accrue, as well as any conditions it may decide to establish for the
accrual and/or payment of interest.

(d) Subscription and payment

The Debentures shall be subscribed for and paid by one or more companies wholly
owned, directly or indirectly, by Banco Santander.

The proposed resolution expressly provides for the possibility of incomplete
subscription of the issuance. Accordingly, the issuance will be limited to the
amount equal to the nominal value of the Debentures actually subscribed and paid
for by the subsidiary or subsidiaries, which will, in turn, be limited to the
amount subscribed and paid on the preferred interests mandatorily exchangeable
for the Debentures directly or indirectly issued by such company or companies,
and will be deprived of effect with respect to the balance.

(e) Maturity

The Debentures shall mature not later than 5 years after the date on which they
are delivered to the subscribers thereof. The Board of Directors may establish a
shorter maturity.

Upon maturity, the Debentures shall be mandatorily converted into newly-issued
ordinary shares of Banco Santander at the conversion rate specified in
sub-section 2 below.

(f) Security

The Board of Directors shall determine whether the Debentures, for which Banco
Santander shall, in any event, have general personal liability, shall also be
specifically secured in any of the forms described in Section 284.1 of the
Business Corporations Law.

(g) Priority

The Board of Directors shall determine whether or not the Debentures are to be
subordinated and, if so, the order of priority within the subordinated creditors
of Banco Santander.

(h) Series and tranches

The Board of Directors may decide to create one or more series and/or tranches
of Debentures, and the Debentures of each series and/or tranche may have
different terms and conditions as to all aspects the determination of which is
delegated to the Board of Directors (including, without limitation, different
terms and conditions as to rank and/or security, interest rate, the accrual and/
or payment thereof, maturity, events of conversion -in addition to those
expressly provided for in this Resolution-, and/or whether such events are
mandatory and/or voluntary and, if voluntary, whether at the option of the
holder or of Banco Santander).

(i) Date or dates of execution of the resolution providing for the issuance

This Resolution shall be executed on the date or dates the Board of Directors
may determine, which shall not be later than one year following approval hereof.

Upon expiration of the aforementioned period without the Resolution having been
carried out, it shall become null and void.

2. Basis for and terms of the conversion

The Debentures shall be mandatorily convertible into newly-issued ordinary
shares of Banco Santander, with the Board of Directors being authorised to
determine other circumstances, aside from maturity, in which the Debentures are
to or may be converted into shares and, if events of voluntary conversion are
provided for, whether such conversion will be made at the option of the holder
and/or of Banco Santander, all at the intervals and during the period
established by the Board of Directors in the respective resolution, which shall
not extend beyond the due date of the Debentures determined by the Board of
Directors as described under 1.e) above.

For purposes of the conversion rate, the value of the Debentures and of the
shares of Banco Santander shall be as follows:

- the Debentures shall be valued at their nominal value; and

- Banco Santander shares shall be valued (a) at the fixed exchange rate decided
upon by the Board of Directors in the respective resolution providing for
implementation of the issuance, or (b) at the exchange rate| that may be
determined on the date or dates specified in the Board resolution providing for
implementation of the issuance (the 'Exchange Price'). Nevertheless, the
Exchange Price (i.e. , the valuation of the shares) may not be lower than the
greatest of the following:

(i) the arithmetic mean of the average weighted prices of Banco Santander Shares
on the Spanish Electronic Market in the fifteen calendar days immediately
preceding the date on which the Board of Directors of Banco Santander decides to
execute the resolution providing for the issuance;

(ii) the closing price of Banco Santander shares on the Spanish Electronic
Market on the trading day immediately preceding the date on which the Board of
Directors of Banco Santander decides to execute the resolution providing for the
issuance; and

(iii) the net equity value per share of existing Banco Santander shares as
disclosed in the consolidated financial statements of Banco Santander as of 31
March 2007 prepared by the Board of Directors for such purpose on 22 June 2007
and which have been passed upon by the Banco Santander auditor (which is 7.12
euros per share).

The Exchange Price shall in any event be equal to or higher than the par value
of the Banco Santander shares (i.e., half a euro (€ 0.50) per share).

The number of shares each Debenture-holder will be entitled to receive upon
conversion shall therefore be the quotient that results from dividing the value
attributed to such Debentures (i.e., their nominal value) by the Exchange Price
set by applying the guidelines and limits established in the preceding
paragraph, adjusted as applicable in keeping with the provisions of sub-section
3 below.

Any fractional shares resulting from this transaction shall in all cases be
rounded off by default and shall be paid by Banco Santander to the holder of the
Debentures in cash.

3. Rights of Debenture-holders

The Debentures shall carry all the rights afforded them by current legislation
and, particularly, pre-emptive subscription rights in the cases established by
law, unless the General Shareholders' Meeting decides to exclude such rights in
whole or in part, pursuant to and in compliance with the requirements of Section
159 of the current Business Corporations Law.

The holders of the Debentures shall also enjoy anti-dilution protection in the
circumstances and on the terms set forth in Section 294.2 and, if applicable,
Section 159.3 of the Business Corporations Law and in any other circumstances
that may be determined by the Board of Directors in line with customary practice
in this type of transaction in order to ensure that such circumstances affect
Banco Santander and the Debenture-holders equally or, if appropriate, to
compensate the Debenture-holders for the loss of the expectation of conversion
of the Debentures into shares owing to supervening circumstances that could
affect Banco Santander.

4. Exclusion of pre-emptive subscription rights

In furtherance of the best interests of the Company and for the reasons
described by the Directors in the respective report, the pre-emptive rights of
Banco Santander shareholders are totally excluded. It is expressly stated for
the record that Banco Santander has no securities convertible into Banco
Santander shares currently outstanding.

5. Capital increase

Pursuant to the provisions of Section 292 of the Business Corporations Law, it
is hereby resolved to increase the share capital in the maximum amount required
to satisfy the conversion of the Debentures that may be issued, with express
provision being made for the possibility of incomplete subscription. Such
capital increase shall be made, in whole or in part, by the Board of Directors
whenever necessary to satisfy the conversion of Debentures, by means of the
issuance of new ordinary shares with the same nominal value and carrying the
same rights as the ordinary shares outstanding on the date or dates on which the
respective capital increase is made. Every time that, in the manner described
above, the Board of Directors executes this Resolution, it shall amend the
article of the Bylaws relating to capital accordingly.

Pursuant to the provisions of Section 159.4 of the Business Corporations Law,
pre-emptive subscription rights shall be excluded in the capital increase or
increases resulting from the conversion of Debentures.

It is impossible at this time to determine the amount of capital that would be
required to satisfy the conversion given that, in accordance with the basis for
and terms of the proposed conversion, the Exchange Price will be set by the
Board of Directors in the respective resolution providing for this issuance.
However, since the Exchange Price may not be less than the net equity value per
share of the Banco Santander shares as disclosed in the consolidated financial
statements of Banco Santander as of 31 March 2007, prepared for such purpose by
the Board of Directors on 22 June 2007 and passed upon by the auditor of Banco
Santander, which is 7.12 euros per share, the maximum amount of capital that
would be required to satisfy the conversion of the Debentures would be
351,123,595.5 euros in nominal value, equivalent to 702,247,191 shares.

It is hereby resolved to seek admission to trading of the new shares on the
Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, through Spain's
Electronic Trading System (Sistema de Interconexion Bursatil) (Continuous
Market). It is further resolved to conduct any and all requisite formalities and
acts and file all required documents with the appropriate authorities of the
foreign Stock Exchanges where the Banco Santander shares are listed on the date
or dates of execution of the resolution providing for the respective capital
increase for admission to listing of the new shares issued as a result of the
capital increase approved hereby. The Board of Directors is hereby authorised,
with the power to delegate such authority to the Executive Committee, so that,
once this resolution has been implemented, it may make the corresponding
applications, prepare and file all appropriate documents on the terms it deems
fit and take all actions that may be required for such purpose.

6. Information made available to the shareholders

This resolution has been adopted after making available to the shareholders the
Proposed Resolution and the supporting Report of the Board of Directors, in
compliance with the provisions of the Business Corporations Law, as well as the
mandatory Reports of the Auditor appointed by the Commercial Registry and other
than the auditor of Banco Santander for the purposes set forth in Sections 292.2
and 159.1.b) and c) of the Business Corporations Law.

7. Delegation to the Board of Directors

Without prejudice to the specific powers delegated in the previous sub-sections,
it is hereby resolved to authorise the Board of Directors, as broadly under the
Law as is necessary and with express powers to delegate such authority to the
Executive Committee or to one or more Directors, to execute this Resolution
within one year from the date of the General Shareholders' Meeting. Upon
expiration of such period without this Resolution having been carried into
effect, it shall become null and void. The Board of Directors is likewise
authorised to complete the terms and conditions of the issuance in all matters
not provided for herein and may, specifically, without limitation:

(a) Determine the date or dates of issuance; the subscription procedure; the
interest rate; the dates, terms and procedure for the payment of the coupon;
early repayment and the terms therefor; the form of representation; develop the
basis for and terms of the conversion and, in general, set any other condition
for the issuance, determining all matters not contemplated herein as well as, if
appropriate, appoint the Representative of the debenture-holders' syndicate and
approve the basic rules that are to govern legal relations between the Company
and the Debenture-holders' Syndicate.

(b) Publish the notices relating to the issuance, appear before a notary public,
and execute the required notarial instrument evidencing the issuance of the
Debentures that is the subject matter hereof, as well as the notarial record of
subscription and closing of the issuance, if such issuance is documented
separately, and seek registration of the aforementioned notarial instrument and
of the notarial record, if any, with the Commercial Registry.

(c) Increase the capital of Banco Santander through the issuance and flotation,
on one or more occasions, of the shares representing such increase that may be
necessary to satisfy the conversion of the Debentures and amend the article of
the Bylaws relating to capital accordingly, depriving of effect the portion of
such capital increase that was not required for the conversion into shares, and
seek admission to listing of the shares thus issued on the Madrid, Barcelona,
Bilbao and Valencia Stock Exchanges through the Electronic Trading System
(Continuous Market) and with the appropriate authorities of the foreign Stock
Exchanges where the Banco Santander shares are listed on the date or dates of
execution of the resolution providing for the capital increase.

(d) Remedy, clarify, interpret, elaborate upon or supplement the resolutions
adopted at the General Shareholders' Meeting, any notarial instruments or
documents executed to carry out such resolutions and, in particular, any
substantive or formal defects, omissions or errors which could prevent access of
the resolutions and the consequences thereof to the Commercial Registry, the
Official Registers of the National Securities Market Commission or any other
registries.

(e) Execute, on behalf of Banco Santander, all public documents or documents
under private signature that may be necessary or appropriate for the issuance of
the Debentures that are the subject matter of this Resolution and, in general,
conduct all requisite formalities for the execution hereof and the actual
flotation of the Debentures.'



ITEM THREE


Without prejudice to the delegations contained in the foregoing resolutions, it
is hereby resolved:


A) To authorize the Board of Directors to interpret, cure, supplement, carry out
and develop the foregoing resolutions, including the adaptation thereof to
verbal or written evaluations of the Commercial Registry or of any other
authorities, officials or institutions which are competent to do so, as well as
to comply with any requirements that may legally need to be satisfied for the
effectiveness thereof, and in particular, to delegate to the Executive Committee
all or any of the powers received from the shareholders at this General
Shareholders' Meeting by virtue of the foregoing resolutions as well as this
resolution THREE.


B) To authorize Mr. Emilio Botin-Sanz de Sautuola y Garcia de los Rios, Mr.
Alfredo Saenz Abad, Mr. Matias Rodriguez Inciarte, Mr. Ignacio Benjumea Cabeza
de Vaca and Mr. Juan Guitard Marin so that any of them, acting severally, and
without prejudice to any other existing power of attorney to record the
corporate resolutions in a public instrument, may appear before a Notary Public
and execute, on behalf of the Bank, any public instruments that may be required
or appropriate in connection with the resolutions adopted by the shareholders at
this General Shareholders' Meeting.''



CERTIFY also that, pursuant to the resolution of the Board of Directors to
request the presence of a Notary Public, Mr. Jose Maria de Prada Diez, Notary
belonging to the Ilustre Colegio of Burgos and with residence in the city of
Santander, attended the Shareholders' Meeting. The minutes of the meeting
prepared by the Notary Public are the minutes of the Shareholders' Meeting.


AND to leave record, I sign this certification with the approval of Mr. Matias
Rodriguez Inciarte, Third Vice Chairman, in Santander on July 27, 2007.


Reviewed

The Third Vice Chairman



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