Tender Offer

Banco Santander Central Hispano SA
29 December 2000



                   SANTANDER CENTRAL HISPANO LAUNCHES BID FOR
                        MINORITY-OWNED SHARES IN BANESPA

- The price offered is 95 reais per 1,000 shares representing a premium of 58 %
  over today's price 
- The bid does not involve the de-listing of Banespa shares
  from the Brazilian market 
- The board of Banespa approves accounting adjustments worth 2,648 million      
  reais, equivalent to about US$1.3 billion

Madrid/Sao Paulo, December 29, 2000 - The executive committee of Banco Santander
Central Hispano today approved a public share tender offer for all ordinary and
preferred shares of Banespa owned by minority shareholders, equivalent to
approximately 67% of its capital.

The bid, which does not involve de-listing Banespa shares in Brazil, will be at
95 reais per 1,000 shares, payable in cash.

The operation, subject to approval from Brazil's Securities Market Commission,
the Bank of Spain and other competent authorities, reflects the confidence that
Santander Central Hispano has in Brazil, based on its growth potential and sound
economic management. It also represents a new commitment to the State of Sao
Paulo, of which Banespa is one of its main identifying features.

The price offered represents a premium of 58% over Banespa's closing price on
December 28.

Separately, the board of Banespa today approved accounting adjustments totalling
2,648 million reais, equivalent to about US$ 1.3 billion, which will be
reflected in the bank's income statement for the year 2000.

These adjustments are in line with those envisaged by Grupo Santander Central
Hispano in its evaluation of the bank prior to acquiring it in the public
auction held on November 20. They have been approved by the board following
independent audits.

Taking end November 2000 balance sheet data as a basis, the bank's net worth as
a result of the adjustments stands at approximately 2 billion reais, equivalent
to a BIS ratio of above 15%. Banespa thus has the balance sheet strength
necessary to meet its objectives of growth and creation of value for
shareholders, customers and communities served by the bank.

Banco Santander Central Hispano is Spain's largest financial group in Spain and
Latin America with assets totalling US$307 billion and more than 10.000 branches
serving 35 million customers. The group operates in all the major international
financial centres and is among Europe's largest banks by market capitalization.
In Latin America, it has operations in 12 countries with 17 banks and total
assets of US$113 billion. Through a network of 3,000 offices it serves more than
22 million customers.