Acquisition

Banco Santander Central Hispano SA
25 September 2006


                                 MATERIAL FACT


Santander Consumer has reached an agreement to acquire 90% of Drive Financial
('Drive') in the U.S.A. for US$ 651 million in cash, representing a multiple of
6.9 times the estimated earnings for 2006. It is estimated that at the time of
closing, the operation will generate goodwill of US$ 540 million.

Under the agreement, the price paid by Santander could increase by a maximum of
US$ 175 million, if the company achieves certain earning targets set for years
2007 and 2008.

Drive is one of the leading auto financing companies in 'subprime' customer
segment in the United States. Based in Dallas, Texas, it is present in 35
states, with approximately 50% of its activity concentrated in Texas, 
California, Florida and Georgia. Drive has around 600 employees and its products
are distributed through more than 10,000 auto dealer partnerships.

To date, 64.5% of Drive was owned by HBOS plc and 35.5% by its management team.
Following the acquisition by Santander, the present Chairman and COO of Drive
will act as Chief Executive Officer, maintaining ownership of 10% of the
company, a percentage on which the parties have signed a series of options which
could enable Grupo Santander to buy the additional 10% between 2009 and 2013 at
prices linked to the company's earnings performance.

The transaction, which will be completed in 2006 and is pending the relevant
approvals, will be immediately accretive for Grupo Santander and is expected to
contribute 1.5% to 2007 earning per share of Santander.


                                 Boadilla del Monte (Madrid), September 25, 2006










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