Result of Meeting

Banco Santander Central Hispano SA
27 June 2002


I, IGNACIO BENJUMEA CABEZA DE VACA, GENERAL SECRETARY AND SECRETARY OF THE BOARD
OF DIRECTORS OF 'BANCO SANTANDER CENTRAL HISPANO, S.A.',
 
HEREBY CERTIFY:     That according to the Minutes of the Ordinary General
Meeting of Shareholders of this Bank validly held on 24th June 2002, the
resolutions indicated below were duly approved:

''1.- To approve the Annual Accounts (Balance Sheet, Profit and Loss Account and
Annual Report) and the corporate management of Banco Santander Central Hispano,
S.A. and its Consolidated Group, all referring to the Financial Year ending on
December 31st 2001.

TWO.-   I) To approve the application of the earnings obtained by the Bank
during the 2001 Financial Year, amounting to 1,329,930,884 euros, distributed as
detailed below:
 
Euros              468,599     to increasing the Voluntary Reserve

Euros        1,329,462,285     to the payment of dividends, already paid prior
                               to the date of the Ordinary General Meeting

Euros        1,329,930,884     In total

THREE.-   Banco Santander Central Hispano, S.A., in its capacity as the dominant
company of the Group of Companies 17/89, opted in 1999 for the application of
the taxation system for groups of companies contemplated under Chapter VII of
Heading VIII of the Corporate Tax Act 43/1995 dated 27th December, for a period
of three years (2000, 2001 y 2002).

According to the wording given by Act 24/2001 of 27th December, article 84 of 
Act 43/1995 introduced a modification with respect to the temporary application 
of the system, establishing that once the option has been exercised, the Group 
is bound by it indefinitely. Therefore, it is resolved to opt for the fiscal
consolidation system envisaged in Chapter VII of Heading VIII of Act 43/1995 of
27th December for an indefinite period of time and with effect from 1st January
2002, under the terms contemplated in such Chapter.

FOUR.-  A) To authorise the Board of Directors to interpret, correct, complete,
execute and undertake the aforementioned resolutions adopted by this General
Meeting of Shareholders, including their adaptation to the verbal or written
requirements of the Mercantile Register or any other competent authorities,
officials and institutions, and to take all legally required steps in such
regard, and in particular to delegate to the Executive Committee all or part of
the authorisations it has received from the General Meeting by virtue of this
resolution FOUR.

B) To authorise Mr. Emilio Botin Sanz de Sautuola y Garcia de los Rios,
Mr. Alfredo Saenz Abad, Mr. Matias Rodriguez Inciarte and Mr. Ignacio Benjumea
Cabeza de Vaca so that any of them, jointly and severally and notwithstanding
any other already existing power of attorney for the placing of corporate
resolutions on public record, may appear before a Notary and execute on behalf
of the Bank the public deeds which are necessary or appropriate in respect of
the resolutions adopted by this General Meeting of Shareholders. Likewise, the
aforementioned persons, jointly and severally, are hereby authorised to file the
annual financial statements with the Mercantile Registry, as is mandatory.

FIVE.-  I) To establish the number of members of the Board of Directors at
twenty-one.

       II) To appoint Mr. Juan Abello Gallo, Mr. Guillermo de la Dehesa Romero
and Mr. Abel Matutes Prats as Directors of the Bank.''

I LIKEWISE HEREBY CERTIFY that in accordance with the resolution of the Board of
Directors to require the presence of a Notary, Mr. Jose Maria de Prada Diez, a
member of the College of Notaries of Burgos and resident in Santander, attended
the aforementioned Ordinary General Meeting of Shareholders and took the
respective Minutes thereof. Such notarial document is considered the Minutes of
the Meeting.

And for the record I hereby issue this certification, countersigned by
Mr. Matias Rodriguez Inciarte, 3rd Vice Chairman, in Santander, this
twenty-fourth day of June two thousand and two.




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