Notice of EGM

Banco Santander Central Hispano SA
25 June 2007



                     BANCO SANTANDER CENTRAL HISPANO, S.A.

                  Extraordinary General Shareholders' Meeting


The Board of Directors of this Bank has resolved to call the shareholders to an
Extraordinary General Shareholders' Meeting to be held in Santander, at the
Palacio de Exposiciones y Congresos (Avenida del Racing, s/n), on 27 July 2007,
at 12:00 p.m., on second call, in the event that, due to failure to reach the
required quorum, such Meeting cannot be held on first call, which is also hereby
convened to be held at the same place and time on 26 July 2007, in order for the
shareholders to consider and resolve upon items One through Three of the
following


                                     AGENDA


One.- Authorisation to the Board of Directors so that it may, pursuant to the
      provisions of Section 153.1.b) of the Business Corporations Law (Ley de
      Sociedades Anonimas), increase capital on one or more occasions and at any 
      time, within a period of three years, by means of cash contributions and 
      up to the maximum nominal amount of 1,563,574,144.5 euros, all under such 
      terms and conditions as it deems appropriate, depriving of effect the 
      authorisation granted under resolution Seven.II) of the Ordinary General 
      Meeting of Shareholders of 18 June 2005. Delegation of powers to exclude 
      pre-emptive rights, under the provisions of Section 159.2 of the Business 
      Corporations Law.


Two.- Issuance of debentures mandatorily convertible into Banco Santander shares
      in the amount of 5,000,000,000 euros. Provision for incomplete 
      subscription and exclusion of pre-emptive rights. Determination of the 
      basis for and terms of the conversion and increase in share capital in the 
      amount required to satisfy the requests for conversion. Delegation to the 
      Board of Directors of the power to implement the issuance and establish 
      the terms thereof as to all matters not contemplated by the General 
      Meeting.


Three.- Authorisation to the Board of Directors to interpret, remedy,
        supplement, carry out and further develop the resolutions adopted by the
        shareholders at the Meeting, as well as to substitute the powers 
        received from the shareholders at the Meeting, and grant of powers to 
        convert such resolutions into notarial instruments.


SUPPLEMENT TO THE NOTICE OF THE MEETING

Shareholders representing at least five percent of the share capital may request
the publication of a supplement to this notice of meeting, including one or more
items in the Agenda. This right must be exercised by means of verifiable notice
that must be received at the Company's registered office within five days of the
publication of this notice of meeting, with a statement of the identity of the
shareholders exercising such right and of the number of shares held by them, as
well as of the items to be included in the Agenda, attaching, if appropriate,
any other relevant documentation.


PARTICIPATION OF A NOTARY AT THE MEETING

The Board of Directors has resolved to request the presence of a Notary Public
to draw up the minutes of the Meeting, pursuant to Section 114 of the Business
Corporations Law in connection with Section 101 of the Regulations of the
Commercial Registry and Article 4.2 of the Rules and Regulations for the General
Shareholders' Meeting.


RIGHT TO ATTEND THE MEETING


Every holder of any number of the Bank's shares registered in the shareholder's
name who meets the requirements established in the Bylaws has the right to
attend this Meeting. Such right to attend may be delegated pursuant to the
provisions governing this matter under Section 106 of the Business Corporations
Law, the Bylaws and the Rules and Regulations for the General Shareholders'
Meeting.


PROXY-GRANTING, DISTANCE VOTING AND REMOTE ATTENDANCE AT THE MEETING


Shareholders having the right to attend may grant a proxy and exercise their
voting rights through remote means of communication and prior to the holding of
the Meeting, pursuant to the provisions of Articles 16 and 24 of the Bylaws and
Articles 8 and 20 of the Rules and Regulations for the General Shareholders'
Meeting. The mechanisms for the exercise of voting rights and proxy-granting
prior to the Meeting by electronic means will be available on the Bank's website
(www.santander.com) beginning on 11 July 2007 and will cease operation at 6 p.m.
on 25 July 2007.


In addition, as permitted by the provisions of paragraph 5 of Article 24 of the
Bylaws and the Additional Provision of the Rules and Regulations for the General
Shareholders' Meeting, the Board has resolved that attendance at the Meeting is
also possible through the use of data transmission means that allow for
real-time connection with the premises where the Meeting is held ('remote
attendance'). The means to remotely attend the meeting will be available on the
Bank's website (www.santander.com) at 10:30 a.m. on 26 July 2007 (first call)
and, if applicable, at 10:30 a.m. on the following day, 27 July 2007 (second
call); shareholders (or their representatives) wishing to attend remotely,
whether on first or second call, must register no later than 11:30 a.m. on the
relevant day. For those persons who attend the Meeting remotely, the mechanisms
for remote attendance will cease operation at the end of the General
Shareholders' Meeting or, if applicable, upon determination that the quorum
required to hold the meeting is not present.


In reliance on the aforementioned provisions, the Board of Directors has
developed the following rules applicable to proxy-granting and distance voting
prior to the Meeting and to remote attendance:


A) PROXY-GRANTING AND DISTANCE VOTING PRIOR TO THE MEETING


1. Proxy-granting by remote means of communication


Means whereby a proxy may be granted


The remote means of communication that are valid to grant such proxy
representation are the following:


(i) Electronic means:


In order to grant a proxy by means of electronic communication with the Company,
the shareholders of the Bank must do so through the Bank's website (
www.santander.com).

The mechanism to grant a proxy by electronic means shall be such as properly
guarantee the security and the identity of the person granting the proxy.
Therefore, shareholders wishing to use this proxy-granting mechanism must have
previously signed one of the following agreements with the Bank, giving them a
set of passwords to access the distance voting and proxy-granting software
application and, by means thereof, an electronic signature:


(a) Multi-Channel Agreement: individual shareholders who have already entered
into a Multi-Channel Agreement with the Bank may rely upon it and use, for
purposes of electronic proxy-granting, the passwords and electronic signature
already available to them under such agreement.


(b) Agreement for Access to Electronic Voting and Proxy-Granting and Remote
Attendance: shareholders who have not entered into a Multi-Channel Agreement
must execute, for the sole purpose of using the electronic voting and
proxy-granting mechanisms, and without any charge by the Bank, an Agreement for
Access to Electronic Voting and Proxy-Granting and Remote Access ('Agreement for
Access and Use of the section of Electronic Voting and Proxy-Granting and
Attendance to the General Shareholders' Meeting by remote means of 
communication').


From the date of the notice of the meeting, the information and requirements to
sign either of such agreements may be viewed on the Bank's website 
(www.santander.com). Once a shareholder has signed either of the aforementioned
agreements and the shareholder has the corresponding set of passwords and
electronic signature, such shareholder may, as from 11 July 2007, through the
'General Shareholders' Meeting' section of the Bank's website 
(www.santander.com), grant a proxy to another person to represent the 
shareholder at the Meeting.


Shareholders who grant a proxy by electronic means undertake to notify the
appointed representative of the proxy granted. Where a proxy is granted to a
Director and/or the General Secretary of the Bank or a remote attendee at the
Meeting, such notice shall be deemed given upon receipt by the Bank of such
electronic proxy.


Electronic proxies must be accepted by the proxy-holder, and may not be used
without such acceptance. For such purpose, all electronic proxies granted to
persons other than the Directors and/or the General Secretary and/or a remote
attendee at the Meeting must be printed, signed and produced, together with an
identifying document, by the appointed proxy-holder to the staff in charge of
the shareholders' register on the date and at the place of the Meeting,
beginning one hour prior to the time established for commencement of the
Meeting. In the case of electronic proxies sent through the Bank and granted to
persons attending the Meeting from a distance, the Bank's software application
will show such remote attendees the proxies received in order for them to accept
such proxies, if they are willing to do so. The person to whom voting powers are
delegated may only exercise such powers by attending the Meeting in person
(physically or from a distance).

(ii) Hand delivery or postal correspondence


In order to grant a proxy by hand delivery or postal correspondence,
shareholders must complete and sign the 'Proxy' section of the printed
attendance, proxy and voting card issued by the Bank. Such proxies must be
accepted by the proxy-holder, without which acceptance they may not be used. For
such purpose, the proxy-holder may sign in the appropriate space on the
attendance and proxy card itself. The person to whom voting powers are delegated
may only exercise such powers by attending the Meeting in person, for which
purpose, if he/she physically attends the Meeting, he/she must produce an
identifying document when entering the premises where the Meeting is held. In
the case of proxies granted by hand-delivery or postal correspondence to persons
who attend the Meeting remotely, and provided that such proxies have been sent
through the Bank, the Bank's software application will show such remote
attendees the proxies received in order for them to accept said proxies, if they
are willing to do so.


The duly completed and signed card must be delivered to any Office of the Bank
or sent by postal correspondence to Registro de Accionistas, Apartado numero 683
F.D. 28080 Madrid.


In addition, as is customary and pursuant to the provisions of the Rules and
Regulations for the General Shareholders' Meeting, the duly completed and signed
proxy card may also be submitted, together with an identifying document, by the
appointed proxy-holder who physically attends the Meeting to the staff in charge
of the shareholders' register on the date and at the place where the General
Shareholders' Meeting is to be held, beginning one hour prior to the time
established for commencement thereof.


2. Voting prior to the Meeting by remote means of communication


Means for casting a vote from a distance


The remote means of communication which are valid for purposes of casting a vote
from a distance are the following:


(i) Electronic means:


In order to cast their vote from a distance by means of electronic communication
with the Company, the shareholders of the Bank must do so through the Bank's
website (www.santander.com).

The mechanism to cast votes from a distance by electronic means shall be such as
properly guarantees security and the identity of the person casting the vote. To
such end, shareholders who wish to use this voting mechanism must have
previously signed one of the agreements specified in section 1 (i) above.


Once a shareholder has executed either of the aforementioned agreements and the
shareholder has the corresponding set of passwords and electronic signature,
such shareholder may, as from 11 July 2007, through the 'General Shareholders'
Meeting' section of the Bank's website (www.santander.com), cast the
shareholder's vote from a distance with respect to the items on the agenda for
the General Shareholder's Meeting.


(ii) Hand-delivery or postal correspondence


In order to cast a vote from a distance by hand-delivery or postal
correspondence, shareholders must complete and sign the 'Distance Voting'
section of the printed attendance, proxy and voting card issued by the Bank. The
duly completed and signed card must be delivered to any Office of the Bank or
sent by postal correspondence to Registro de Accionistas, Apartado numero 683 F
.D. 28080 Madrid.


3. Basic rules on voting and proxy-granting prior to the Meeting and attendance
in person (physically or from a distance)


3.1 Deadline for receipt by the Company of proxies granted and votes cast from a
distance prior to the Meeting


3.1.1 Proxies and distance votes sent by hand-delivery or postal correspondence


In order to be valid, and pursuant to the provisions of the Bylaws, both proxies
granted from a distance and votes cast from a distance sent by hand-delivery or
postal correspondence must be received by the Company before midnight of the
third day prior to the date on which the Meeting is to be held on first call,
i.e., prior to midnight on 23 July 2007.


As provided in the Rules and Regulations for the General Shareholders' Meeting,
after the expiration of the above-mentioned deadline, there shall only be
admitted such proxies as are granted in writing and submitted by the
proxy-holder who physically attends the Meeting to the staff in charge of the
shareholders' register, on the date and at the place where the Meeting is to be
held, and beginning one hour prior to the time established for commencement
thereof.


3.1.2 Proxies and distance votes sent by electronic means


Pursuant to the provisions of the Bylaws and of the Rules and Regulations for
the General Shareholders' Meeting, on the occasion of this General Shareholders'
Meeting, the Board of Directors has resolved to reduce the minimum advance
period established to receive proxies and votes from a distance sent by
electronic means, the deadline now being set at 6 p.m. on the day prior to the
date on which the Meeting is to be held on first call. Therefore, in order to be
valid, both proxies granted from a distance and votes cast from a distance
through electronic means must be received by the Company prior to 6 p.m. on the
day prior to the date on which the Meeting is to be held on first call, i.e.,
prior to 6 p.m. on 25 July 2007.


As provided in the Rules and Regulations for the General Shareholders' Meeting,
after the expiration of the above-mentioned deadline, there shall only be
admitted such proxies as have been granted in writing and submitted by the
appointed proxy-holder who physically attends the Meeting to the staff in charge
of the shareholders' register, on the date and at the place of the Meeting and
beginning one hour prior to the time established for commencement thereof.


3.2 Rules of priority among proxies, distance voting and attendance in person
(physically or from a distance)


3.2.1 Priorities among proxies, distance voting and attendance in person


(i) Attendance at the Meeting in person (whether physically or from a distance)
by a shareholder who has previously granted a proxy or voted from a distance,
irrespective of the means used to cast such vote, shall render said proxy or
vote ineffective.


(ii) Likewise, the vote, irrespective of the means used to cast it, shall render
ineffective any electronic or written proxy, whether granted previously, in
which case it shall be deemed revoked, or subsequently, in which case it shall
be deemed not to have been granted.

3.2.2 Priorities based upon the means used to grant the proxy or cast the vote


(i) In the event that a shareholder validly grants a proxy, electronically, on
the one hand, and by means of a printed card, on the other, the latter shall
prevail over the former, regardless of the respective dates thereof.

(ii) Likewise, a vote validly cast under a handwritten signature on the printed
card shall render void the vote cast electronically, whether previously or
subsequently.


3.3 Modification of the vote cast from a distance


Once cast, a distance vote may not be modified, except in the event of
attendance at the Meeting in person (whether physically or from a distance) by
the shareholder who cast such vote or, in the case of electronic voting, also by
a subsequent vote cast within the established deadline, by means of the
attendance, proxy and voting card (hand-delivery or postal correspondence).


3.4 Other matters


In the event that electronic means are used, only one electronic session shall
be allowed for each type of operation (advance proxy-granting and voting, and
remote attendance).


Both the proxy granted and the vote cast from a distance shall be rendered
ineffective by the disposition of shares of which the Company is aware.


Either or any of the joint holders of deposited shares may vote, grant a proxy
or attend the Meeting, and the rules of priority set forth in paragraph 3.2
hereof shall apply. For purposes of the provisions of Section 66 of the Business
Corporations Law, it is presumed that the joint holder who carries out an act
(proxy-granting, voting, or attending physically or from a distance) at any time
has been appointed by the other joint holders to exercise the rights accruing to
a shareholder.


Shareholders that are legal entities or do not reside in Spain must call the
Shareholders' Line in order to adapt, with proper safeguards, the distance
voting and proxy-granting mechanisms to their particular situation.


Shareholders shall be solely responsible for safeguarding the passwords for
accessing and using the electronic proxy-granting and voting service. If the
shareholder is a legal entity, it shall give notice of any modification or
revocation of the powers vested in its representative, and the Bank therefore
disclaims any and all liability until such notice is given.


4. Technical incidents


The Bank reserves the right to modify, suspend, cancel or restrict the
mechanisms for electronic voting and proxy-granting prior to the General
Shareholders' Meeting, when so required for technical or security reasons.


The Bank shall not be liable for any damage that shareholders may sustain as a
result of failures, overloads, downtime, failed connections or any other events
of the same or a similar nature, which are beyond the Bank's control and prevent
the use of the mechanisms for electronic voting and proxy-granting prior to the
Meeting.


B)       REMOTE ATTENDANCE AT THE MEETING


In order to ensure the identity of the attendees, the proper exercise of their
rights, real-time interactivity, and the proper progress of the Meeting,
shareholders (or their representatives) who wish to use the remote attendance
mechanisms must have previously entered into one of the following agreements
with the Bank, whereby a set of passwords is made available to them in order to
access the remote attendance software application and, by means thereof, an
electronic signature:


(a) Multi-Channel Agreement: natural persons who have already entered into a
Multi-Channel Agreement with the Bank may rely on it and use, for purposes of
remote attendance, the passwords and electronic signature already available to
them under such agreement.


(b) Agreement for Access to Electronic Voting and Proxy-Granting and Remote
Attendance at the Meeting: individuals or legal entities who have not entered
into a Multi-Channel Agreement must execute, for the sole purpose of remote
attendance at the Meeting and of casting a vote thereat and without any charge
by the Bank, an Agreement for Access to Electronic Voting and Proxy-Granting and
Remote Attendance at the Meeting ('Agreement for Access and Use of the section
of Electronic Voting and Proxy-Granting and Attendance to the General
Shareholders' Meeting by remote means of communication').


From the date of the notice of the meeting, the information and requirements to
execute either of these agreements may be viewed on the Bank's website (
www.santander.com). Once a shareholder (or his/her representative) has executed
either of the aforementioned agreements and has its corresponding set of
passwords and electronic signature, such shareholder may, through the 'General
Shareholders' Meeting' section on the Bank's website (www.santander.com), attend
and vote at the Meeting by remote means of communication in real time.


Remote attendance at the Meeting shall be subject to the following basic rules,
and all matters not expressly contemplated herein shall be governed by the
provisions posted on the Bank's website and those set forth in Law, the Bylaws
and the Rules and Regulations for the General Shareholders' Meeting:


(i) Logging-on, registration and attendance: Pursuant to the provisions of the
Rules and Regulations for the General Shareholders' Meeting, and in order to
permit the appropriate management of remote attendance systems, shareholders (or
their representatives) who wish to attend the Meeting and vote by remote means
of communication shall register by logging on between 10:30 a.m. and 11:30 a.m.
on the date of the Meeting. No attendee registration shall be admitted outside
of this time period.


In the event that the Meeting is held on second call, attendees who have
registered for the Meeting on first call will be required to carry out the
registration process again in order to be able to attend.


If persons attending from a distance have been granted proxies, and provided
that such proxies have been received by the Company within the deadlines for
admission thereof, the software application will show them such proxies so that
they accept them, if they are willing to do so.


Attendees who wish to state before the Notary that they expressly leave the
Meeting must do so by using the form included for such purpose in the remote
attendance software application. Once they have notified the Notary of their
express intention of leaving the meeting, all actions taken by such shareholders
thereafter shall be deemed not taken. In any event, by means of a connection to
the software application, the Notary will be aware of the actions taken by the
persons who attend the Meeting from a distance, including the votes that may be
cast by them.


(ii) Participation: Shareholders (or their representatives) who, in the exercise
of their rights, intend to participate in the Meeting and, where applicable,
request information or clarifications in connection with the items on the agenda
or make proposals shall express their intent to do so at the time of
registration. Following such expression of intent, and exclusively by means of
the participation form prepared for such purpose, persons attending remotely may
state in writing and send the contents of their participation or their question
or proposal from the time the Chairman declares a valid quorum to have been
established for the Meeting until the participation period ends. Persons
attending from a distance who wish their participation to be recorded in the
minutes of the Meeting must expressly state such desire in the text in which the
contents of their participation are set forth.


As the participation of each person attending from a distance is received, such
participation will be accessible to the attendees who are physically present at
the place of the Meeting. In turn, remote attendees shall be able to access each
such participation by logging onto the website indicated in the software
application.

In any event, requests for information or clarification made by remote attendees
will be answered in writing within seven days of the Meeting, pursuant to the
provisions of Section 97.5 of the Business Corporations Law.

(iii) Voting: Votes on the proposals relating to the items on the agenda may be
cast as from the moment when the Chairman declares the Meeting to be validly
convened and provided always that the attendee has registered by following the
procedure described in sub-section (i) above; in the event of alternative
proposals, the provisions of the second paragraph of Article 21.1 of the Rules
and Regulations for the General Shareholders' Meeting shall apply. As regards
proposed resolutions on matters that, as prescribed by law, need not be
specified on the agenda, remote attendees may cast their vote as from the moment
when the Secretary of the General Shareholders' Meeting reads out such proposals
for a vote to be taken thereon. In all events, the remote voting process with
respect to all the proposals submitted to the shareholders acting at the General
Shareholders' Meeting will come to an end when, following the reading of the
summaries of the proposed resolutions by the Secretary of the Meeting, the vote
commences on the proposed resolutions at the premises where the Meeting is held.


The vote on the proposed resolutions shall be governed by the procedure
contemplated in the Bylaws and in the Rules and Regulations for the General
Shareholders' Meeting.


(iv) Other matters: Legal entities and those persons that do not reside in Spain
must call the Shareholders' Line in order to adapt, with proper safeguards, the
mechanisms for attending the Meeting by remote means of communication in real
time.


In the event that more than one of the joint holders of deposited securities are
in attendance, the joint holder who is the first to register (physically or from
a distance) shall be deemed an attendee, and therefore, any subsequent access by
the other joint holders shall be denied. In connection with the foregoing, and
for purposes of the provisions of Section 66 of the Business Corporations Law,
the joint holder who registers first (physically or from a distance) shall be
deemed to have been appointed by the other joint holders to exercise the rights
accruing to a shareholder.


Shareholders (or their representatives) shall be solely responsible for
safeguarding the passwords for accessing and using the remote attendance
service. If the shareholder is a legal entity, it shall give notice of any
modification or revocation of the powers vested in its representative, and the
Bank therefore disclaims any and all liability until such notice is given.


The Bank reserves the right to modify, suspend, cancel or restrict the
mechanisms for remote attendance at the General Shareholders' Meeting when so
required for technical or security reasons. The Bank shall not be liable for any
damage that shareholders may sustain as a result of failures, overloads,
downtime, failed connections or any other events of the same or a similar
nature, which are beyond the Bank's control and prevent the use of the
mechanisms for remote attendance at the Meeting.


For further information on proxy-granting and distance voting and remote
attendance at the Meeting, shareholders may write to the e-mail address
[e-mail], call the Shareholders' Line 902 11 17 11, or go
to the Office of the Shareholder, Ciudad Grupo Santander, Avda. Cantabria, s/n,
28660 - Boadilla del Monte (Madrid). Further information is also available on
the Company's website (www.santander.com).


RIGHT TO RECEIVE INFORMATION


In addition to the provisions of Section 112 of the Business Corporations Law,
starting on the date of publication of the notice of the Meeting, shareholders
may examine at the registered office, as well as request that there be delivered
or sent to them free of charge, the following documents:


(i) In connection with item One of the agenda, the full text of the proposed
resolution and of the mandatory directors' report, pursuant to the provisions of
Sections 144.1.a), 152.1, 153.1 and 159.2 of the Business Corporations Law.


(ii) In connection with item Two of the agenda, the full texts of the proposed
resolution, of the mandatory directors' report, pursuant to the provisions of
Section 292 of the Business Corporations Law, and of the corresponding reports
of the auditor other than the Company's auditor and appointed by the Commercial
Registry, for the purposes set forth in Sections 292.2 and 159.1.b) of the
Business Corporations Law. In addition, there shall also be made available to
the shareholders the consolidated financial statements of the Bank prepared by
the directors for the three-month period extending between 1 January 2007 and 31
March 2007 (balance sheet, profit and loss statement, statement of income and
expenditure, statement of cash flows and notes), together with the corresponding
auditor's report.


All the aforementioned documents will be accessible by data transmission means,
through the Company's website (www.santander.com).


Pursuant to the provisions of the Rules and Regulations for the General
Shareholders' Meeting, such requests as are admissible in the exercise of the
shareholders' right to receive information may be made by e-mail to
[e-mail], in which case, in order to provide the system
with adequate guarantees of authenticity and of identity of the shareholder
exercising the right to receive information, such shareholder shall set forth in
such e-mail his/her first name and surname (or corporate name), Tax
Identification Number, and the number of shares held by such shareholder. As
provided in Section 117 of Securities Market Law 24/1988, of 28 July, and unless
otherwise indicated by the shareholder, the requests for information received at
the aforementioned e-mail address may be dealt with by the Bank by means of an
answer sent to the e-mail address of the shareholder-sender. The request may
also be made by delivering or mailing the written petition, bearing the
handwritten signature of the requesting party, to the registered office of the
Company.



DOCUMENTS AVAILABLE ON THE WEBSITE


Apart from the above-mentioned right to receive information, the following
documents. among others, shall be available for viewing on the Company's website
(www.santander.com) as from the date of the notice of the Meeting:


(i) This notice of the Meeting.


(ii) The full text of the proposed resolutions regarding all of the items on the
Agenda for the General Shareholders' Meeting, together with the mandatory
directors' reports (items One and Two) and the report of the auditor other than
the Company's auditor and appointed by the Commercial Registry (item Two).


(iii) The Bank's consolidated financial statements prepared by the directors for
the three-month period extending between 1 January 2007 and 31 March 2007
(balance sheet, profit and loss statement, statement of income and expenditure,
statement of cash flows and notes), together with the corresponding auditor's
report.


(iv) The Bylaws, including the text of such Bylaws resulting from the amendments
submitted to the ordinary General Shareholders' Meeting of 23 June 2007 in the
event that they are approved and the relevant administrative authorisations are
obtained.


(v) The Rules and Regulations for the General Shareholders' Meeting.


Santander, 22 June 2007

General Secretary,

Ignacio Benjumea




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