Issuance of securities

Banco Santander Central Hispano SA
19 September 2007



                                 MATERIAL FACT



Banco Santander, S.A. ('Banco Santander') today has registered a prospectus with
the Spanish Securities Market Commission (Comision Nacional del Mercado de
Valores, 'CNMV') relating to the offering of 'Valores Santander' ('Santander
Securities'), for a maximum amount of seven billion euros (€7,000,000,000) and
with the guarantee of Banco Santander, by its subsidiary Santander Emisora 150,
S.A.U. The prospectus describes the terms and conditions of the Santander
Securities and may be accessed via the CNMV's website (www.cnmv.es) and Banco
Santander's website (www.santander.com).


The offering of the Santander Securities will be made in Spain only and is
intended to partially finance the tender offer for ABN Amro launched by Banco
Santander, Royal Bank of Scotland and Fortis (jointly, the 'Consortium').


If the Consortium acquires ABN Amro, the Santander Securities will be
exchangeable for convertible securities to be issued by Banco Santander that, in
turn, will be mandatorily convertible into newly issued shares of Banco
Santander.



                                  Boadilla del Monte (Madrid), 19 September 2007


______________________________________________________________________________


IMPORTANT INFORMATION


General

This communication shall not constitute an offer to sell or the solicitation of
an offer to purchase any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.


In particular, in connection with the jurisdictions in which the Banco Santander
shares or American Depositary Shares are listed on one or more stock exchanges:


Portugal

No prospectus has been registered, published or approved in Portugal in
connection with the offering to which this communication refers, nor application
has been made for the passporting into, and cross-border application in,
Portugal of the prospectus registered with the CNMV in connection with the
offering to which this communication refers. As a consequence, the securities
offered in the offering to which this communication refers may not be offered,
marketed or distributed in Portugal and the prospectus registered with the CNMV
in connection with the offering may not be distributed, disseminated or
addressed to investors resident in Portugal in circumstances that would
constitute a public offer of securities under the Portuguese Securities Code.


United States of America

The securities to which this communication refers and the Banco Santander shares
into which those securities will be indirectly convertible have not been and
will not be registered under the US Securities Act of 1933 (the 'US Securities
Act'), and may not be offered or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act. The offering of Santander Securities is
being made only outside the United States in reliance on Regulation S under the
US Securities Act. In particular, the offer is not addressed to US Persons, as
defined in Regulation S of the US Securities Act.


This communication is not an offer for sale within the United States of any
Santander Securities or any other security of Santander Emisora 150, S.A.U. or
any shares or any other security of Banco Santander. Securities of Santander
Emisora 150, S.A.U. and Banco Santander, including any Santander Securities of
Santander Emisora 150, S.A.U. and any shares of Banco Santander, may not be
offered or sold in the United States absent registration under US securities
laws or unless exempt from registration under such laws.

Argentina and Mexico

The securities offered in the offering to which this communication refers may
not be offered, marketed or distributed in Argentina or Mexico.


United Kingdom

Notwithstanding the other restrictions indicated herein, the prospectus relating
to the offering to which this communication refers is exclusively addressed to
persons (i) located outside the United Kingdom; (ii) included under section 19
(5) ('investment professionals') of the Financial Services and Markets Act 2000
(Financial Promotion) Order of 2005 (the 'Order'), with professional investment
experience; or (iii) included under section 49(2) (a) - (d) of the Order ('high
net worth companies, etc.').


Italy

No prospectus has been registered, published or approved in Italy in connection
with the offering to which this communication refers, nor application has been
made for the passporting into, and cross-border application in, Italy of the
prospectus registered with the CNMV in connection with the offering to which
this communication refers. As a consequence, the securities offered in the
offering to which this communication refers may not be offered, marketed or
distributed in Italy and the prospectus registered with the CNMV in connection
with the offering may not be distributed or disseminated in Italy.










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