Agreement with Fenosa reCEPSA

Banco Santander Central Hispano SA
02 August 2006






                                 MATERIAL FACT





Pursuant to the provisions of article 82 of the Securities Market Act 24/1988
dated 28th July, Union Fenosa, S.A. and Banco Santander Central Hispano, S.A:
('Banco Santander') hereby notify that they have reached an agreement whereby
Union Fenosa, S.A. or companies belonging to its Group have become the direct
holders of shares of Compania Espanola de Petroleos, S.A. (CEPSA) representing
4.99% of the latter's share capital. To date, this percentage was held
indirectly through its stake in Somaen Dos, S.L., a company which from now is
owned 100% by the Santander Group. Additionally, Banco Santander has transferred
to Union Fenosa a number of shares of CEPSA, so that the stake held by Grupo
Union Fenosa in the latter is now 5%.


Banco Santander anticipates taking over Somaen Dos, S.L. by way of a merger, for
which purpose it will hold a General Meeting during the fourth quarter of 2006.


Madrid, 2nd August 2006


Union Fenosa, S.A. 

Ramon Novo Cabrera 



Banco Santander Central Hispano, S.A.

Juan Guitard Marin




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