Strategic Agreement

Banco Santander Central Hispano SA
10 July 2000

The Bank will have a majority stake in the leading bancassurance business in
Spain

SANTANDER CENTRAL HISPANO, METLIFE AND GENERALI INTEGRATE BANCASSURANCE BUSINESS

Banco Santander Central Hispano has reached a strategic agreement with its
partners MetLife and Assicurazioni Generali to integrate their insurance
business in the Iberian Peninsula and create the leading bancassurance company
in Spain.

The new company will include the personal insurance plans of Genesis distributed
by the Banco Santander branch network, as well as the bancassurance portfolio of
BCH Vida, BCH Seguros Generales and Santander Seguros. Banco Santander Central
Hispano will have 60% of the company, and MetLife and Generali 20% each through
an exchange of their shareholdings in their existing insurance subsidiaries in
Spain.

The agreement, which will give a significant boost to the bancassurance business
of the Santander and BCH branch networks, adapts the existing alliances to take
advantage of new insurance business opportunities over the next few years.

The new company's market leadership is based on the proven commercial experience
of Banco Santander Central Hispano's branch networks, and on the business drive
of its partners MetLife and Generali.

The agreement also covers Portugal and involves the creation there of a company
100% owned by Banco Santander Central Hispano which will absorb the business and
organization of Genesis in Portugal, distributing its products through the
branch networks of Banco Totta & Acores, Banco Santander Portugal and Credito
Predial.

Genesis, the only Spanish insurance company to have successfully developed
multi-channel distribution (bancassurance, agency network, Genesis Auto etc),
has become one of the top five in its sector in less than 10 years and third in
life insurance.  With this agreement, MetLife will hold 80% of Genesis, and
Banco Santander Central Hispano 20%.

With technical support received from Generali, BCH Vida and Seguros Generales
have achieved a high degree of market penetration through the BCH branch
network, as a result of which a company created in 1995 has become one of the
leaders in its field.

The collective insurance business presently carried out by Group companies will
be incorporated into a new insurance company wholly-owned by Banco Santander
Central Hispano.

Santander Central Hispano also acquires from Generali a 49% stake in BCH
Pensiones, which will merge with Santander Pensiones and Banesto Pensiones, to
create a single Pension Fund Manager in Spain, wholly-owned by the Santander
Central Hispano Group, BSCH will keep its 13.2% stake in Vitalicio.

These agreements will strengthen strategic goals in bancassurance, a business
priority for the Santander Central Hispano Group, both in Spain and in Latin
America, whilst the consolidation of the alliances with two leading
international insurers will give the partners additional momentum in developing
new products and markets.