Disposal

Banco Santander Central Hispano SA
07 June 2006


                                 MATERIAL FACT



Abbey National plc ('Abbey') announces that it has entered into an agreement
with Resolution plc ('Resolution') under which Abbey will sell its entire life
insurance business to Resolution for a fixed cash consideration of EUR 5.2
billion  (£3.6 billion).  This represents 97% of the embedded Value of the
businesses being sold as reported by Abbey at 31 December 2005, and will not
generate capital gains for Grupo Santander.

The life businesses being sold are Scottish Mutual Assurance plc, Scottish
Provident Limited and Abbey National Life plc, as well as the two offshore life
companies, Scottish Mutual International plc and Scottish Provident
International Life Assurance Limited.  Abbey will retain all of its branch-based
investment and asset management business and James Hay, its market-leading
self-invested personal pension company, and its Wrap business.

Separately, in order to provide continuity of product supply and service to its
customers, Abbey has entered into two distribution agreements with Resolution
under which:


•  Abbey will distribute through its retail network Abbey-branded life
   and pensions products manufactured by Resolution; and

•  Abbey will continue to be the exclusive distributor of Scottish
   Provident protection products to intermediaries.

In addition, Abbey has secured exclusive access to provide retail banking
products to Resolution's five million policyholders.


It is envisaged that some 2,000 Abbey employees will transfer to Resolution as
part of the transaction. Resolution will continue to operate the life operations
from the existing Abbey premises in Glasgow. Resolution will also maintain the
operations in Dublin, the Isle of Man and Hong Kong.


Completion of the transaction is expected during the third quarter of 2006 and
is conditional upon, among other things, approval from the Financial Services
Authority and relevant overseas regulators and the approval of Resolution's
shareholders.





                                     Boadilla del Monte (Madrid), June 07th 2006




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