Share Capital Increase

Banco Santander Central Hispano SA
8 March 2000

                       Banco Santander Central Hispano

The new shares of Banco Santander Central Hispano, S.A. which are the object of
this share capital increase will be fully subscribed and paid up by monetary
contributions once only on the date determined by the Board of Directors within
the maximum time-limit of one year from the date of this General Meeting.

2.            Rights of the new shares

From the date of subscription, holders of the new shares will be entitled to the
same economic and voting rights as the holders of the shares of Banco Santander
Central Hispano, S.A. already in circulation on the date of execution. In
particular, subscribers of the new shares will be entitled to receive all
amounts in respect of interim and final dividends paid to the shareholders of
Banco Santander Central Hispano, S.A. from the date of their subscription.

3.             Exclusion of preferred subscription rights

The object of the share capital increase to which this resolution refers is to
offer the shares so issued exclusively to employees of Banco Santander Central
Hispano Group entities satisfying the conditions determined by the Board of
Directors within the framework of an incentives plan aimed at young officers.

In order to meet these objectives, all the shares will he subscribed and paid
up by a financial entity to be determined by the Board of Directors, which is
likewise authorised to establish the conditions governing the relationship
between such financial entity and Banco Santander Central Hispano, S.A. for
effectively executing and implementing the commitments assumed in respect of the
respective personnel in accordance with this resolution.

Therefore, taking into account that matters of corporate interest aimed by this
share capital increase cannot be covered if preferred subscription rights are
recognised of shareholders and holders of bonds convertible into shares of Banco
Santander Central Hispano, S.A., such rights are totally excluded.

4.             Information available to shareholders

This resolution has been adopted subject to the Proposal and Report of the Board
of Directors being made available to shareholders, in compliance with articles
144 and 159 of the Corporations Act, in addition to the Report by the Company's
External Auditors referred to in article 159 of the aforementioned Act.

5.             Delegation to the Board of Directors

The Board of Directors is authorised, with authority to delegate its powers in
turn to the Executive Committee, in order that, within a maximum period of one
year, it may decide the date on which this share capital increase is to be made
and establish the respective conditions of same with regard to anything not
envisaged by the General Meeting, adapt the wording of the first paragraph of
article 4 of the corporate By-laws to the new amount of share capital and
resulting number of shares, determine the financial entity which will subscribe
and pay up the amount of share capital and establish the conditions governing
the relationship of the latter with Banco Santander Central Hispano, S.A.

6. Application for admission for listing on domestic and foreign Stock Exchanges

It is resolved to apply for the new shares to be admitted for trading on the
Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia via the Stock Exchange
Network System (Continuous Market). It is also resolved to follow all the
procedures and present all the documents required by the appropriate authorities
of the foreign Stock Exchanges on which the shares of Banco Santander Central
Hispano, S.A. are listed (presently, London, Paris, Frankfurt, Switzerland,
Tokyo, Italy, and via ADR's, New York) for the new shares issued as a result of
the agreed share capital increase to be admitted for trading. Authority is
granted to the Board of Directors (which it may in turn delegate to the
Executive Committee) in order that, once this resolution is executed, it may
make the appropriate applications, prepare and file all the documents required
in the terms it considers appropriate and take all the necessary steps for such
purpose.

The Board of Directors is authorised, with authority to delegate in turn to the
Executive Committee, in order that, once this resolution has been executed, it
may make the respective applications, prepare and present all the appropriate
documents in the terms considered appropriate and carry out whatever acts
necessary for such purpose.

For the purpose of article 27 of the Regulations governing the Stock Exchanges,
it is expressly stated that, in the event of an eventual application for the
shares of Banco Santander Central Hispano, S.A. to be excluded from listing,
this will be done under the same formalities as those referred to in such
article, and in such event the interests of shareholders opposing or not voting
in respect of such resolution will be guaranteed, complying with the
requirements established in the Corporations Act and similar provisions, all in
accordance with what is stated in the aforementioned Regulations governing the
Stock Exchanges, the Securities Market Act and the provisions implementing it.
               
TWELVE:
1).         To cancel paragraphs II and V of resolution FIFTEEN adopted by
the General Meeting of Shareholders on March 6th 1999.

2).         To delegate to the Board of Directors the authority to issue, on one
or several occasions, up to ONE THOUSAND MILLION EUROS or the equivalent of such
amount in pesetas or another currency, in fixed income securities convertible
into newly issued shares of the Bank in accordance with the bases and types of
conversion stated below, and/or exchangeable for already existing shares of the
Bank.

In use of this delegation of authority and merely for illustrative, not
limitative, purposes, the Board of Directors will be responsible for agreeing
the issuance and determining the amount of same, always within the
aforementioned quantitative limit; the place of issue (domestic or foreign) and
the respective currency (and the equivalent in euros or pesetas, if issued
abroad); the denomination as bonds or debentures (including subordinated
instruments) or any other legally acceptable denomination; the date or dates of
issue; the number of securities and their nominal value, which may not be lower
than the nominal value of the shares; the rate of interest, dates and payment
procedures of the coupon payments; the perpetual or redeemable nature of the
securities, and in the latter case, the redemption period and maturity dates;
the redemption rate, premiums and lost; guarantees; manner of representation
(certificates or book-entry system); preferred subscription rights and
subscription periods; applicable legislation; and in general, any other
condition of the issuance, and also, if applicable, the designation of the
Bondholders' Trustee and the approval of the basic regulations governing the
legal relationship between the Bank and the Syndicate of holders of the
securities issued.

Conversion and/or exchange: The securities issued under this delegation of
authority will be convertible into new shares of the Bank and/or exchangeable
for already existing shares of the Entity, the Board of Directors being
authorised to determine whether they will be convertible and/or exchangeable, as
well as whether they will he necessarily and/or voluntarily convertible and/or
exchangeable, and if they are to be voluntarily convertible, at the option of
the holder or the issuer, with the regularity and during the time-limit
established by the Board of Directors in the resolution concerning the
issuance, which may not exceed 15 years from the date of issue.

In the event that the issuance is convertible and exchangeable, the Board of
Directors may establish that the issuer reserves the right to choose at any time
between conversion into new shares or exchange for shares already outstanding,
the nature of the shares to be allotted being specified when such conversion or
exchange takes place. The issuer may also opt for the handing-over of a
combination of newly-issued shares and already existing shares. In any event,
the issuer should give equal treatment to all holders of fixed income securities
converting and/or exchanging on the same date.

For conversion and/or exchange purposes, the fixed income securities will be
valued at their nominal value and the shares, at the fixed exchange rate
determined in the issue agreement or at the determinable exchange rate on the
date or dates indicated in the issue agreement and in terms of the stock
exchange listing of the Bank's shares on the date(s) or during the period(s)
taken as reference in such issue agreement, with or discount, and in any event
with a minimum of whichever is the greater between 10.913 euros (which is the
average exchange rate of the shares at close of trading on the Continuous Market
of the Spanish Stock Exchanges during the fifteen calendar days preceding March
4th 2000), and the exchange rate of the shares at close of trading on the same
Continuous Market on the day preceding the launching of the issuance of the
fixed income securities.

Fractions of shares will be rounded off by default and each holder will receive
in any difference occurring when converting and/or exchanging his/her fixed
income securities into shares.

While the conversion and/or exchange into shares of the fixed income securities
which can be issued is possible, the latter will enjoy all rights recognised
in their favour by current legislation, especially those referring to preferred
subscription rights and the anti-dilution clause where legally applicable,
unless the General Meeting or the Board of Directors, in the terms and with the
requirements of article 159 of the current Corporations Act, should decide to
exclude totally or partially the preferred subscription rights of shareholders
and holders of convertible bonds.

3). To authorise the Board of Directors to implement the aforementioned bases
and types of conversion and establish and specify any matters not contemplated
therein.

4). That the authority to agree to the issuance of fixed income securities
delegated to the Board of Directors may be exercised within one year from the
date of this General Meeting, and that after such period of time, such
authorisation will be considered null and void with respect to any unused
amount.

5). To increase, by the General Meeting and at the appropriate time, the share
capital by the amount necessary to cover the conversion into shares of the fixed
income securities issued. According to what is established above concerning the
minimum exchange rate for conversion, the share capital increase agreed is
45,816,915.5 euros, and with respect to such share capital increase, the Board
of Directors is hereby authorised to issue and place in circulation, on one or
several occasions, the shares representing such increase which are necessary to
carry out the conversion, and the Board is likewise authorised to re-word the
article of the corporate By-laws relating to share capital, and if applicable,
to cancel the part of such share capital increase not required for the
conversion into shares.

THIRTEEN
1) To cancel paragraphs II to V of resolution SIXTEEN adopted by the Genera1
Meeting of Shareholders on Match 6th 1999

2) To issue SIX HUNDRED MILLION EUROS or its equivalent in pesetas or the
equivalent amount in another currency, in fixed income securities convertible
into newly issued shares of the Bank, in accordance with the bases and
conditions of conversion stated below, and/or exchangeable for already existing
shares of the Bank, delegating to the Board of Directors the necessary authority
to execute such operation.

In use of this delegation of authority and merely for illustrative, not
limitative, purposes, the Board of Directors will be responsible for agreeing
the issuance and determining the amount of same, always within the
aforementioned quantitative limit; the place of issue (domestic or foreign) and
the respective currency (and the equivalent in euros or pesetas if issued
abroad); the denomination as bonds or debentures (including subordinated
instruments) or any other legally acceptable denomination; the date or dates of
issue; the number of securities and their nominal value, which may not be lower
than the nominal value of the shares; the rate of interest, dates and payment
procedures for the coupon payments; the perpetual or redeemable nature of the 
securities, and in the latter case, the redemption period and maturity date; the
redemption rate, premiums and lots; guarantees; manner of representation
(certificates or book-entry system); preferred subscription rights and
subscription periods; applicable legislation, and in general, any other
condition of the issuance, and also, if applicable, the designation of the
Bondholders' Trustee and the approval of the basic regulations governing the
legal relationship between the Bank and the Syndicate of holders of the
securities issued.

Conversion and/or exchange: The securities issued under this delegation of 
authority will be convertible into new shares of the Bank and/or exchangeable
for already existing shares of the Entity, the Board of Directors being
authorised to determine whether they will be convertible and/or exchangeable, as
well as whether they will be necessary and/or voluntarily convertible and/or
exchangeable, and if they are to be voluntarily convertible, at the option of
the holder or the issuer, with the regularity and during the time-limit
established in the resolution concerning the issuance, which may not exceed 15
years from the date of issue.

The Board of Directors may also establish that the issuer reserves the right to
choose at any time between conversion into new shares or exchange for shares
already outstanding, the nature of the shares to be allotted being specified
when such conversion or exchange takes place. The issuer may also opt for the
handing-over of a combination of newly-issued shares and already existing
shares. In any event, the issuer should give equal treatment to all holders of
fixed income securities converting and/or exchanging on the same date.


For conversion and/or exchange purposes, the fixed income securities will he
valued at their nominal value and the shares, at the fixed exchange rate
determined in the issue agreement by the Board of Directors or at the
determinable exchange rate on the date or dates indicated in the issue
agreement and in terms of the stock exchange listing of the Bank's shares on the
date(s) or during the period(s) taken as reference in such issue agreement, with
or without discount, and in any event with a minimum of whichever is the greater
between 10.913 euros (which is the average exchange rate of the shares at close
of trading on the Continuous Market of the Spanish Stock Exchanges during the
fifteen calendar days preceding March 4th 2000), and the exchange rate of the
shares at close of trading on the same Continuous Market on the day preceding
the launching of the issuance of the fixed income securities.

Fractions of shares will be rounded off by default and each holder will receive
in cash any difference occurring when converting and/or exchanging his/her fixed
income securities into shares.

While the conversion and/or exchange into shares of the fixed income securities
which can he issued is possible, the latter will enjoy all rights recognised  in
their favour by current legislation, especially those referring to preferred
subscription rights and the anti-dilution clause where legally applicable,
unless the General Meeting or the Board of Directors, in the terms and with the
requirements of article 159 of the current Corporations Act, should decide to
exclude totally or partially the preferred subscription rights of shareholders
and holders of convertible bonds.

Exclusion of preferred subscription rights: Owing to corporate interests and for
the reasons explained in this report, preferred subscription rights are excluded
for shareholders and of holders of convertible and/exchangeable bonds
outstanding, and if applicable, for other holders of other convertible debt
instruments which may he issued, on subscribing the securities representing this
issuance.

3) To authorise the Board of Directors to implement the aforementioned bases and
types of conversion and to establish and specify any matters not contemplated
therein.

4) That the authority to agree to the issuance of fixed Income securities
delegated to the Board of Directors may be exercised within one year from the
date of this General Meeting, and that after such period of time, such
authorisation will be considered null and void with respect to any unused
amount.

5)  To increase, by the General Meeting and at the appropriate time, the share
capital by the amount necessary to cover the conversion into shares of the fixed
income securities issued. Bearing in mind what is established above concerning
the minimum exchange rate for conversion, the share capital increase agreed is
27,490,149 euros, and with respect to such share capital increase, the Board of
Directors is hereby authorised to issue and place in circulation, on one or
several occasions, the shares representing such increase which are necessary to
carry out the conversion, and the Board is likewise authorised to re-word the
article of the corporate By-laws relating to share capital, and if applicable,
to cancel the part of such share capital increase not required for the
conversion into shares.

FOURTEEN
I) To authorise the Board of Directors to issue, on one or several occasions, up
to FIFTEEN THOUSAND MILLION EUROS or its equivalent amount in pesetas or another
currency, in fixed income securities in any form admissible by law, including
Treasury Bonds or debt securities, including subordinated securities as
specified in section 1) of article seven of Act 13/1985 of May 25th and in
section 1.9) of Royal Decree 1343/1992 of November 16th, simple or with any type
of guarantee, including mortgage guarantees, represented by certificates or via
the book-entry system. The securities issued under this authorisation shall be
numbered correlatively in each issuance from 1 (ONE) upwards, with each issuance
constituting a single series, and may or may not be exchangeable totally or
partially for already existing shares of the issuing entity or of other entities
(and if exchangeable, whether such exchange is necessary or voluntary, and in
the latter case, whether at the option of the holder or the issuer) or include a
purchase option on the aforementioned shares and be issued in Spanish territory
or abroad, pursuant to domestic or foreign legislation, and expressed in
domestic or foreign currency, notwithstanding in the latter case that the
equivalent is stated in euros or pesetas. The Board of Directors is authorised
to freely establish the remaining conditions of the issuance(s) as well as the
perpetual or redeemable nature of each issuance (and in the latter case, the
repayment period) always within legal limits, and in general to undertake
without limitation whatever public or  private actions are necessary or
considered appropriate by the Board for the execution of this resolution, as
well as, if applicable, the appointment of the Bondholders' representative and
the approval of the basic regulations governing the legal relationship between
the Bank and the syndicate of the holders of the securities issued.

This authorisation may be exercised by the Board of Directors within a period
of five years from the date the resolution is adopted by the General Meeting
of Shareholders, at the end of which time it will be cancelled in the part not
exercised.

It is hereby stated that as established in Additional Provision Four of Act
26/1988 of July 29th, the limitation included in section 1 of article 282 of
the adapted text of the Corporations Act concerning the issuing of debt
securities is not applicable to Credit Entities.

II)   To likewise authorise the Board of Directors so that in each case it may
determine the redemption conditions of the fixed income securities issued under
this authorisation, being able to apply the collection methods referred to in
sections a), b) and c) of article 306 of the adapted text of the Corporations
Act.

III)  To likewise authorise the Board of Directors in order that, when it
considers it appropriate and depending on the obtaining of the necessary
official authorisations (and if applicable, the agreement of the Assemblies of
the  respective  syndicates of securities holders) it may modify the redemption
conditions of the fixed income securities issued and their respective terms and
the interest rate which, if applicable, accrues on the securities included in
each of the issuances carried out under this authorisation.

FIFTEEN:  It is resolved to approve, where necessary, the exercising and
disposal (by  Directors, General Managers and similar senior officers reporting
directly to the Board of Directors, the Executive Committee or the Managing
Director(s)) of the stock options and the execution or cancellation of
remuneration systems referenced to share value granted or established prior to
January 1st 2000, as detailed below:


'Long term incentive Plan 2001'.  Granted in March 1998. Based on the sustained
increase of the share value up to certain amount (12.79, 15.29 and 20.59 euros)
prior to February 28th 2001, and defined as the receipt in cash of a total
amount equal to 100% of the Gross Annual Salary (GAS), distributed in three
instalments of 25%, 25% and 50% to be received as the Bank's share reaches and
maintains each of the aforementioned levels, and to he obligatorily invested  in
shares of the Bank at the market price on the day of acquisition. The shares
acquired must be kept for at least two years from date of purchase. Of the total
beneficiaries, five are Directors, General Managers (EVPs) and similar senior
officers.

December 1998 Stock Option Plan.  Linked, to the stock market performance of 
the Bank's share price listing. Exercise price of the option: 7.839 euros
(1,304.25 pesetas). Exercise period: December 31st 2000 to December 30th 2002 
Of the total options granted, 924,000 (granting rights on as many shares)
correspond to five Directors, General Managers (EVPs) and similar senior  
officers. Beneficiaries agree to keep the shares so granted for one year from 
the exercising of their rights.

SIXTEEEN:  Notwithstanding the delegations included in the preceding
resolutions, it is hereby resolved:

A)  To authorise the Board of Directors to interpret, correct, complete, execute
and undertake the aforementioned resolutions, including their adaptation to the
verbal or written requirements of the Mercantile Register or any other competent
authorities, Officials and Institutions, and to take all legally required steps
in such regard, and in particular to delegate to the Executive Committee all or
part of the authorisations it has received from the General Meeting pursuant to
the aforementioned resolutions, in addition to this resolution SIXTEEN.

B)  To authorise Mr. Emilio Botin Sanz de Sautuola y Garcia de los Rios, Mr.
Jose Maria Amusategui de la Cierva, Mr. Angel Corcostegui Guraya, Mr. Matias 
Rodriguez Inciarte and Mr. Ignacio Benjumea Cabeza de Vaca so that any of them,
jointly and severally and notwithstanding any other already existing power of
attorney for the placing of corporate resolutions on public record, may appear 
before a Notary and execute on behalf of the Bank the public deed which are
necessary or appropriate in respect of the resolutions adopted by this General 
Meeting of Shareholders.


I ALSO LIKEWISE CERTIFY that in accordance with the resolution of the Board
of Directors to require the presence of a Notary, Mr. Jose Maria de Prada Diez,
a member of the Official College of Notaries of Burgos, resident in Santander,
was present at the aforementioned Ordinary General Meeting of Shareholder and
drew up the respective Minutes. This notarial document is considered to be the
Minutes of such General Meeting.

And for the record, I hereby issue this certification, countersigned by Mr.
Matias Rodriguez Inciarte, 3rd Vice Chairman, in Santander, this fourth day of
March two thousand.


Vice Chairman