Audit & Compliance Committee

Banco Santander Central Hispano SA
22 June 2006


                                 MATERIAL FACT


At its meeting on 17th June 2006, the Board of Directors of Banco Santander,
following the proposal by the Appointments and Remuneration Committee, resolved
to appoint Mr. Luis Angel Rojo Duque as Chairman of the Audit and Compliance
Committee, replacing Mr. Manuel Soto Serrano, who had held such office for the
maximum period of four years stipulated by the Bank's Bylaws and the Spanish
law. Mr. Manuel Soto Serrano continues as a member of the Audit and Compliance
Committee.


                                     Boadilla del Monte (Madrid), 22nd June 2006



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