Statement re ABN AMRO

Banco Santander Central Hispano SA
29 May 2007

                     BANCO SANTANDER CENTRAL HISPANO, S.A.

  Acquisition of certain businesses of ABN AMRO Holding N.V. ('ABN AMRO') for
                          approximately €19.9 billion


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29 May 2007

Summary

Banco Santander Central Hispano, S.A. ('Santander'), together with The Royal
Bank of Scotland Group plc ('RBS') and Fortis N.V. and Fortis S.A./N.V. ('Fortis
') (collectively, the 'Banks' and each a 'Bank'), has announced a proposed Offer
(the 'Offer') for all of the ABN AMRO ordinary shares.

The Banks propose to offer €30.40 in cash plus 0.844 new RBS Shares for each ABN
AMRO ordinary share, equating to €38.40 per ABN AMRO ordinary share(1). The
total consideration payable to shareholders of ABN AMRO under the Offer would
therefore be €71.1 billion(2).

Further information relating to the proposed Offer is contained in the
announcement made by the Banks today.

Once the proposed Offer has been completed Santander will acquire the following
core businesses from ABN AMRO (together the 'ABN AMRO Businesses'):

•          Business Unit Latin America (excluding wholesale clients outside
           Brazil) including, notably, the Banco Real ('Real') franchise in 
           Brazil;

•          Banca Antonveneta ('Antonveneta') in Italy; and

•          Interbank and DMC Consumer Finance ('Interbank'), a specialised
           consumer finance business in the Netherlands.

It is expected that Santander will pay approximately €19.9 billion2 or 27.9% of
the total consideration payable under the proposed Offer. Of this amount,
approximately €18.8 billion2 will be the share of consideration attributable to
the ABN AMRO Businesses and the remainder will be the share of consideration
attributable to Santander's share of ABN AMRO's shared assets. ABN AMRO's shared
assets (which include ABN AMRO's private equity portfolio, its stakes in
Capitalia and Saudi Hollandi and Prime bank) will be managed for value.

The Banks are working together to develop a comprehensive plan for the
reorganisation of ABN AMRO which is expected to deliver the anticipated
transaction benefits while minimising execution risk. Given the extensive
separation and integration experience of each of the Banks and their proven
track record in delivering projected cost savings and revenue benefits in prior
acquisitions, we are confident that this plan will be implemented successfully.

In 2006, it is estimated that the ABN AMRO Businesses together generated profit
before tax of approximately €1.55 billion(3), or 31% of ABN AMRO's profit before
tax, excluding the amortization of Antonveneta intangibles and earnings related
to shared businesses.

Strategic rationale

We believe the proposed Offer has compelling strategic rationale for Santander,
for the following reasons:

•        Acquisition of the ABN AMRO Businesses will increase our exposure to
attractive markets which we know well and in respect of which we have developed
the tools necessary for effective execution;

•        The ABN AMRO Businesses have significant potential for growth;

•        We are confident we can add significant value to the ABN AMRO
Businesses by implementing our global commercial banking and retail business
model, by introducing our proprietary technology platforms and by generating
synergies; and

•        We have a strong integration track record both in Europe and in Latin
America. As a result, we believe the risk involved in integrating the ABN AMRO
Businesses is relatively low.

Transaction benefits

Overall, our projected synergies in connection with the acquisition of the ABN
AMRO Businesses are as follows:

                                        Net Revenue Synergies   Cost Synergies    Total synergies
Business Unit Latin America                    €110m                €700m              €810m
Banca Antonveneta                               €60m                €150m              €210m
Consumer Finance Business                        €5m                  €5m               €10m
Total                                          €175m                €855m            €1,030m

Reorganisation

Following completion of the proposed Offer there will be a reorganisation of ABN
AMRO which will include the orderly separation of the ABN AMRO Businesses from
ABN AMRO. We believe we can successfully integrate Real in Brazil and
Antonveneta in Italy into the structure of our Group. We have successfully
completed a number of similar integrations, including the integration of
Santander Mexicano and Serfin, Santander Chile and Banco Santiago, Santander
Brazil and Banespa, Totta in Portugal and Abbey in the UK. In all cases, we have
created stronger integrated units, with improved operating efficiency and
enhanced commercial capabilities.

The reorganisation will also involve the orderly separation of those parts of
the ABN AMRO business in which Fortis and RBS are interested and the ABN AMRO's
shared assets, which have not been ascribed to any of the Banks and which are
expected to be disposed of over a period of time with a view to maximising
value.

Funding

We expect to finance approximately 51% of our proportion of the consideration
payable under the proposed Offer through balance sheet optimisation (including
balance sheet leverage, incremental securitisations and asset disposals), with a
target core Tier 1 capital ratio of 5.3%. Over time, we expect our core Tier 1
ratio to return to a level closer to 6%.

We expect to finance the remainder of the consideration (49%) through mandatory
convertible securities and a rights issue.

EPS impact

Based on the funding structure detailed above, we expect the deal to have a
positive impact on our EPS from the first year. We expect the EPS impact to be
+1.3% in 2008, +3.8% in 2009 and + 5.3% in 2010.

Arrangements with Fortis and RBS

Immediately upon completion of the proposed Offer and during a transitional
period while the reorganisation is completed, ABN AMRO will become an indirect
subsidiary undertaking of RBS, owned jointly by the Banks through their
acquisition vehicle, RFS Holdings B.V. ('RFS Holdings'). RBS will lead the
Banks' orderly reorganisation of ABN AMRO and assume the lead responsibility for
ensuring that ABN AMRO is managed in compliance with all applicable regulatory
requirements from completion of the proposed Offer

Fortis, RBS and Santander have entered into an agreement which relates to the
proposed Offer for ABN AMRO, their shareholdings in RFS Holdings B.V. and the
planned reorganisation of ABN AMRO.

ABN AMRO Businesses

Business Unit Latin America

Summary of the business

ABN AMRO has been present in Brazil since 1917 and, through the acquisition of
Banco Real and Bandepe (1998), Paraiban (2001) and Sudameris (2003), has
acquired a strong position in the market. ABN AMRO currently operates in the
Brazilian market under the Real name. Real is today a fully integrated consumer
and commercial bank that covers the whole country with more than 1,900 branches
and 8,700 ATMs.

In addition, Real's Van Gogh preferred banking services target affluent clients
across the whole of Brazil. Furthermore, in consumer finance, ABN AMRO Aymore
has relationships with more than 15,000 active car dealerships through which it
provides vehicle financing and it conducts other consumer goods financing
throughout Brazil.

Strategic rationale

•        As communicated during our Latin America Investor Day, we believe the
Latin American banking systems are enjoying the benefits of lower risk and
higher stability, high economic growth and increased demand for banking products
and services which together suggest further investment is necessary.

-     The penetration of products such as mortgages, retail deposits or mutual
funds is low by international standards. Indeed, Brazil is the BRIC market with
the lowest banking products penetration as a percentage of GDP. We believe these
product markets will show dramatic growth as the Brazilian economy develops and
the cost of credit falls.

-     We believe that no other large economic area offers the same combination
of economic and demographic growth potential, sound banking systems and low
penetration of banking products and services. We believe the revenue growth
opportunity currently present in Brazil will become increasingly scarce in the
international banking landscape.

-     In addition, the Brazilian economy is currently benefiting from a
combination of sound fiscal and monetary policies and a favourable global
economic environment.

-     As a result, Brazil has been running a current account surplus and a
primary fiscal surplus. This has increased the confidence in Brazilian capital
markets and enabled debt issuance in local currency at long term maturities and
fixed rates. Brazil is therefore building a traditional local currency yield
curve which reduces dependency on external financing. This reduces Brazil's
vulnerability in an event of a global downturn or a sudden correction in
financial markets. Consequently, we believe Brazil may be able to attain
investment grade status in the near future.

•        Brazil is a market we know well

We have been present in Brazil for many years. We have bought several banks in
Brazil (Banco Geral in 1997, Banco Noroeste in 1998, Banco Meridional in 2000
and Banespa in 2000). Over the past ten years, we have successfully integrated
each of these banks into the Santander business in the Brazilian market.

•        Real is an attractive franchise, which is very complementary to
Santander's existing business in Brazil

-     Real has an excellent customer franchise in Brazil, with a broad
distribution network. On a standalone basis, Real is the 4th largest bank by
total loans, deposits and revenues.

-     The combination of Santander's Banespa and Real will create a leading bank
in Brazil, ranked 2nd in deposits, 3rd for network size (with more than 3,700
branches and PABs), 3rd in total loans and 4th in revenues.

-     This scale advantage will translate into economies of scale, stronger
commercial capability and an advantage in what is a distribution-intensive
businesses.

-    The combined bank will be on a par with Bradesco and Itau in terms of
market share and infrastructure.

-     Real will complement Santander's existing operations in Brazil:

-         From a geographical point of view, the combined bank will form a
powerhouse in the South/South East of Brazil, the economic hub of the country.
As the table below shows, it will have market shares of 20% in Sao Paulo, 13%
in Rio de Janeiro, 11% in Rio Grande do Sul and 9% in Minas Gerais.

-         In the South/South East (which is the source of 64% of the Brazilian
GDP) the market share of the combined bank will be 16%. In addition, Real
provides presence in areas where Santander is currently underrepresented, such
as Rio de Janeiro and Minas Gerais, while Santander is strong in regions in
which Real is weaker, such as Rio Grande do Sul.

Branch Market Share by Region:

Region                        % of GDP      Market Share     Market Share (Real)  Combined Market
                                             (Santander)                               Share
Sao Paulo                        34%             13%                 7%                 20%
Rio de Janeiro                   13%             3%                  10%                13%
Minas Gerais                     10%             2%                  7%                  9%
Rio Grande do Sul                8%              8%                  2%                 11%
Subtotal                         64%             9%                  7%                 16%
Brazil total                    100%             6%                  6%                 12%

-        Santander Brazil and Real also have a complementary business mix:
Real is stronger than Santander in areas such as mass market, consumer loans and
SMEs whilst Santander is stronger than Real in areas such as affluent banking
and business/corporate banking.

Breakdown of Loans by Customer Segment:
Customer Segment                                Santander              Real
Consumer Lending & Cards                          34%                   44%
SMEs                                               7%                   25%
Corporates                                        32%                   19%
Large Corporates                                  24%                    8%
Mortgages                                          3%                    4%

•        We believe that this transaction would be an excellent complement to
our existing operations in Latin America. Following the transaction, we will
have a market share close to 15% in the two largest markets (Brazil and Mexico),
a market share above 20% in Chile and a market share above 10% in other markets
such as Argentina, Venezuela and Puerto Rico. Our market share in the Latin
American region as a whole will become between 10 and 15% in all major products.



We believe we can add significant value to ABN AMRO's existing Latin American
businesses. As explained above, the combination of our existing Brazilian
operations and ABM AMRO's LatAm business unit would have comparable market share
to Bradesco or Itau. However, even assuming realisation of the expected
synergies in full, the combined bank would still generate pro forma net profit
which is lower by more than 25% than the consensus expected net profit of each
of Bradesco and Itau.

Our medium-term ambition is to reach the same level of profits as those
generated by Bradesco and Itau by deriving cost synergies and revenue benefits
and by investing in the development of a leading banking franchise in Brazil.

Cost synergies and merger plan

(see attached pdf link)



We have structured a plan with 5 clear initiatives to improve efficiency
throughout the combined bank:

1.      Efficiency best practices

Partly as a result of our strong IT system, the ratio of administrative (i.e.,
non-staff) expenses to total customer volume (loans + deposits + off-balance
sheet funds) is 1.85% at Santander Banespa against 2.24% at Real.

We believe we can bring Real's ratio closer to that of Santander Banespa,
through a combination of better practices (which we expect to implement upon
taking control of Real) and, over time, the implementation of our proprietary IT
system. We expect to introduce Santander Brazil's operating practices to Real
before fully integrating the banks.

Initiatives for improving operating practices include:

-     IT & operations rationalisation: banking operation and communication
      rationalisation, revisiting outsourcing contracts, cancellation of 
      non-critical projects, etc;

-     Tighter management of contracts to reduce costs to a level equivalent to
      Santander's;

-     Channel structure optimisation (branches, contact centres);

-     Marketing and product rationalisation and simplification; and

-     Headcount optimisation, if necessary.

We expect to achieve more than 40% of the anticipated cost synergies just by
moving Real closer to the operating practices of Santander Brazil.

2.      IT integration

Over time, the combined bank will operate with a single integrated, multi-bank
IT system. We have recently completed the migration of all of the banks we
currently own in Brazil onto a single IT platform. We are confident we can also
migrate Real's operations to this platform with very little incremental cost.
This is consistent with our goal of putting the entire Santander Group on a
single IT platform by 2010.

3.      Operations integration

We will also integrate the respective banks' back office functions. During
integration, the networks of the two banks will be kept separate, in order to
avoid disruption in their commercial activities.

The relevant initiatives to achieve this include:

-     Back office integration and outsourcing to Santander LatAm Factory in Sao
      Paulo; and

-     IT services integration and outsourcing to Santander IT Factory in Brazil.

4.      Head office integration

We will also fully integrate the head offices of both banks, including all
product factories and support functions.

The relevant initiatives to achieve this include:

-     Rationalisation and integration of support functions: finance, compliance,
      risk, human resources, legal, building maintenance, security and 
      administration; and

-     Integration of global businesses: treasury, global markets, payments,
      insurance and asset management.

5.      Full merger and network optimisation

As part of the full merger of both banks, we expect to undertake a network
optimisation initiative. As mentioned above, the geographical fit of the banks
is excellent. However, there will unavoidably be a certain degree of duplication
between the two networks. As a result, some branches will be closed and
relocated. However, we believe this will affect a very limited number of
branches. Our preliminary studies suggest that there will be no net reduction of
branches over the medium term.

As explained above, a key limb of our future strategy is to continue to invest
in developing infrastructure in the Brazilian banking system and we have a clear
growth strategy for the region. We have opened more than 350 branches across
Latin America in the past two years. Our plan is to continue expanding our
installed capacity in order to be better positioned to take part in the
structural growth of the banking systems in the region.

The relevant initiatives to achieve this include:

-     Some regional structure rationalisation; and

-     Some optimisation of the commercial organisation and a single branding
strategy, at the appropriate time. In most banking integration processes in
Latin America (e.g., Mexico, Chile or Brazil), we have kept separate brands over
relatively long periods of time. All our units in Latin America are now
converging to a single brand, Santander, in order to benefit from a single
identity as well as marketing initiatives at group level.

We are confident that the transaction will enhance the service and the product
offering to our customers and at the same time generate greater career
opportunities for our employees. Although it is too early to be able to provide
precise estimates, we do not expect a significant number of redundancies. It is
expected that all initial employment reduction will be undertaken through early
retirements or voluntary redundancies. We expect the majority of redundancies
will take place through normal employee turnover (which is approximately 20% per
annum in Latin America).

However, our strategy is to continue investing in our front office and
strengthening our commercial structure. Over the past 2 years, we added more
than 12,000 net employees to our Latin American operations, which is the result
of (IT-enabled) efficiency improvements in our support areas and strong
investments in commercial areas.

In addition, we will make an effort to offer opportunities elsewhere in our
organisation to staff working in areas in which there is clear duplication.
Furthermore, part of the cost cutting exercise will relate to Real's outsourcing
agreements, which will not affect Real employees.

The integration is expected to take place over a timeframe of three years, with
the announced synergies being fully reflected in the P&L of the combined bank by
2010.

Overall, we expect these measures to generate €700m in cost synergies by 2010.

Low execution risk / integration plan

We believe the execution risk inherent to the proposed transaction for Santander
is low. Santander has a very strong acquisition track record in Latin America
(including Brazil) having integrated several entities (Banco Geral do Comercio,
Banco Noroeste, CF Meridional), which now operate as a unified business under
the Santander franchise. All our banks in Brazil are now fully integrated and
operate on a single IT platform. Santander Brazil has a scalable IT system which
it expects will be well able to accommodate the operations of Real.

In addition, over the past ten years, we have carried out several major
integrations in other parts of Latin America, including Mexico (Santander
Mexicano and Serfin) and Chile (Santander Chile and Banco Santiago).

During the initial integration stages described above, we intend to keep the
commercial structures of Santander Brazil and Real separate, with each operating
under its own brand, while we integrate the operating areas. This is to ensure
that there are no distractions during this initial phase and that the two
organisations keep their commercial focus. Once the operating functions have
been integrated we intend to take a decision on the combination of the banks'
commercial structures.

This is consistent with the approach we have taken in other Latin American
markets. For example, we have operated successfully in Mexico and Chile with two
brands for a significant period of time before taking the decision to unify the
brands.

In 2006 and 2007 the Santander Group has moved towards a single brand name in
all of the markets in which it operates (with very few exceptions, such as
Banesto and Banif in Spain.). We would therefore expect to bring the combined
bank under the Santander brand in time.

In-market revenue synergies

In addition to cost synergies, we also expect to generate significant revenue
enhancement as a result, principally, of four initiatives:

1.   Taking full advantage of the scale of the combined bank

We believe the combined bank will be able to take advantage of enhanced growth
opportunities associated with its increased scale. We believe the enlarged
distribution network of the combined bank will result in an enhanced competitive
position.

The combined branch network will give us a better coverage of the Brazilian
market, especially in regions such as Rio de Janeiro and Minas Gerais. This
leaves us better placed to take advantage of commercial opportunities, mainly in
the business market but also in the retail sector and, in particular, in those
parts of the commercial sector, such as transactional business, where full
coverage of the market is key.

2.   Sharing best practices

We are confident Real can benefit from our expertise in areas in which we have
traditionally been strong, such as affluent banking, retail mutual funds and
business banking. Similarly, Santander Brazil can benefit from Real's strength
in areas such as mass market and the small companies segment.


3.   Leveraging the commercial potential of Santander's IT system

We believe the implementation of Santander's IT system in Real's network will
enhance its revenue generation potential by increasing the time allocated to
commercial activities (instead of administration) and generating CRM
intelligence.

4.   Synergies with Santander's global units

We believe that, by working together with Santander's global business units,
such as our Global Insurance division, our Global Asset Management division and
our Global Credit Cards division; Real can achieve significant improvements in
commercial performance. Santander global support units can also contribute to
more efficient management, control and administration in Brazil.

We expect revenue synergies to be of at least EUR 110 m, which represents less
than 2% of the combined revenue base of both banks.

Net cost and revenue benefits

Overall, we expect the transaction to deliver the following benefits to
Santander:

•        €700m of cost synergies, representing 32% of the proforma 2006 cost
base, which will be achieved mainly through the integration of back office
structures; and

•        €110m of revenue benefits, equivalent to 3% incremental revenue growth
for the acquired businesses, which will follow from the optimisation of
distribution networks and sharing of best practices.

•        However, as explained above, even after having achieved these
synergies, the combined bank is still expected to generate pro forma net profit
which is more than 25% lower than the expected net profit of each of Bradesco
and Itau. Our ultimate goal remains to make at least the same profit as Bradesco
and Itau. We believe this should be achievable as the combined bank will be of
comparable scale to those banks.

(see attached pdf link)

(in € millions))

The combined bank is expected to have a cost/income ratio of around 55% in 2007
which is expected to decrease to 45% in 2009.

Banca Antonveneta

We believe that Antonveneta is a high quality franchise with significant
development potential. It is currently the 7th largest bank by size of
distribution network in Italy (proforma for the UniCredit-Capitalia and BPER-BPM
transaction), and the 6th largest in Northern Italy (on the same basis), where
the bank's business is focused.

Antonveneta is a commercial bank headquartered in Padua (Veneto) with operations
across Italy but with its core operations in the North East of Italy,
principally Veneto and Friuli.

Antonveneta's share of loans and deposits in the Italian market is only around
3% but it has strong market positions in its core regions. We are confident that
the Antonveneta brand and its 1,045 associated branches are an excellent
platform from which to create value through organic growth and develop a strong
retail banking franchise in Italy. Antonveneta has a clear bias towards retail
banking, which accounts for around 80% of its loan portfolio. It has more than
1.5 million retail clients, with 600,000 cards issued, and 200,000 SME
customers. In addition to a good family franchise, the bank has a good coverage
of SME, corporate lending and private banking.

Antonveneta has critical mass in its two main home markets with deposit market
share of 8.9% in Veneto and 6.8% in Friuli, and a good starting position in
other key markets in Italy, such as Lazio (2.4%), Emilia Romagna (1.7%),
Piedmont (1.3%) and Lombardia (1.1%). In summary, Antonveneta has leading
positions in regions representing 12% of the Italian GDP and a good starting
base in regions representing another 50% of the Italian GDP and which are the
core of the Italian economy.

Antonveneta has a 3.2% branch market share in Italy with just a 2.2% share in
loans and 2.3% in deposits. We believe Antonveneta has significant potential to
improve its performance.

Italy shares certain behavioural patterns with Spain, and it has underdeveloped
areas such as retail mortgages or consumer finance and large revenue pools in
areas such as SME lending or mutual funds, which allow the sector to achieve
good structural profitability. Santander is already present in consumer finance
and private banking in Italy. This experience confirms our positive view of the
Italian market.

As at 31 December 2006, Gruppo Banca Antonveneta had assets of €51.5 billion,
loans of €36.9 billion and deposits of €19.7 billion.

Profit after tax for the BU Antonveneta was €413 million and €192 million in
purchase accounting.

Strategic rationale

We are very confident about the strategic rationale for the acquisition of
Antonveneta for the following reasons:

•        Italy is an attractive market:

-     In Italy we perceive opportunities for large commercial banking revenues
through the combination of a large pool of savings and attractive margins and
spreads. We therefore believe it is a market in which focused retail banking
with a strong business model can achieve attractive returns.

-     Italian banking suffers from underpenetration of certain key retail
banking products, such as mortgages and consumer lending. These product markets
are starting to develop in Italy, which offers an excellent opportunity for
banks with expertise in these areas.

-     A combination of healthy top line growth and efficiency improvements is
enabling the Italian banking system to deliver healthy earnings growth. This
view is supported by a recent independent report by JP Morgan which suggests the
six largest Italian banks will enjoy growth in adjusted EPS in excess of 15%,
with three banks reaching 20% adjusted EPS.

•        We know the Italian market well:

We have had a significant presence in Italy since taking a stake in San Paolo
IMI on its privatisation. This has given us an excellent introduction to the
Italian market and assisted our entry into consumer finance in the country. Of
particular note are:

-     Our close alliance with San Paolo IMI for 11 years. We have developed
several joint ventures with San Paolo IMI, notably Finconsumo and AllFunds,
which have both yielded strong results;

-     Our operations in the Italian consumer finance market through Finconsumo
and Unifin. In 2003, we agreed to buy the 50% stake in Finconsumo we did not own
from San Paolo IMI. In January 2004, we completed the transaction. In 2006, we
bought 70% of Unifin, a company specialised in consumer lending secured by the
customer's salary or pension;

-     Our recent acquisition of KBL Fumagalli Soldan, a small private banking
business in Italy, from KBL.

•        Antonveneta is an attractive franchise with significant potential:

-     Antonveneta has a strong retail banking franchise, especially in some of
the affluent regions in the North of Italy. We believe it is well placed to
benefit from the long-term growth opportunity that the Italian market offers;

-     We feel Antonveneta has significant potential and that it offers an
excellent platform from which to grow organically. Although in Italy as a whole
its market share is below 5%, it has strong positions in core regions;

-     The strength in core regions is important as it is this that we
traditionally analyse as a basis for developing retail banking and, in absolute
terms, Antonveneta's size is similar to Banesto and it is somewhat bigger than
Santander Totta. Therefore, we think it has an adequate critical mass to reach
levels of efficiency and profitability in line with the other retail banking
operations in our Group;

-     Once our scalable IT system will be in place, we will be in an excellent
position to expand our presence in Italy at limited cost.

Transaction benefits

We believe we can add significant value to Antonveneta. We believe we can
improve both Antonveneta's commercial performance as well as its operating
efficiency by generating cost synergies and revenue benefits.

Cost synergies

We believe that there is significant potential to improve Antonveneta's
operating efficiency.

(see attached pdf link)



As the above table illustrates, the percentage of revenues represented by
general and administrative expenses at Antonveneta is more than 6% above our
least efficient Continental European retail banking operation and more than 12%
above the most efficient one.

We believe that this is due to a combination of a well-established cost culture
within Santander and the impact of our integrated IT platform, Partenon, which
is shared by all European units of the Santander Group. It offers cost reduction
benefits through flat back office requirements, removing middle office and
multichannel distribution from inception. It also reduces the unit transaction
costs of our retail banking operations and has allowed a substantial reduction
in maintenance costs.

We are confident that the Partenon platform is fully adaptable to handle the
requirements of the Italian market. As demonstrated in our integration of Abbey,
the implementation of Partenon IT system and our cost-conscious culture allow us
to substantially improve the operating efficiency of banks we acquire. We have
restructured Abbey's operations and implemented Partenon whilst simultaneously
improving Abbey's commercial performance. We expect the same to be true with
Antonveneta.

Abbey's efficiency ratio has improved from 69.9% in 2004 when Santander acquired
the bank to just under 51% in the first quarter of 2007, an improvement of
nearly 20 percentage points in just nine quarters. We have achieved this through
a combination of improved commercial performance and improved commercial
efficiency.

Specifically, we believe Antonveneta can achieve a significant reduction in
administrative costs once Partenon is fully implemented and Antonveneta starts
sharing the Group's operating platforms.

(see attached pdf link)

The improvement of administrative efficiency at Antonveneta would have three
pillars:

Improving efficiency through best practices across the Santander Group

The initiatives for improving efficiency by applying best practices across the
Santander Group (i.e. ordinary cost cutting) would include:

-     IT & operations rationalisation: banking operation and communication
      rationalisation, revisiting outsourcing contracts, cancellation of 
      non-critical projects, etc.

-     Tighter management of contracts to reduce costs to Santander level;

-     Channel structure optimisation (branches, contact centres);

-     Marketing and product rationalisation and simplification; and

-     Headcount optimisation, if necessary.

There is clearly scope for improvement within Antonveneta, which has 9.8
employees per branch, compared to 8.4 in Santander Totta, 6.7 in Santander Spain
and 5.7 in Banesto.

IT consolidation

IT consolidation initiatives would include:

-     Implementation of Partenon;

-     Data processing centre consolidation; and

-     Server consolidation.

Consolidation of support functions

Support functions centralisation initiatives would include:

-     Back-office functions and IT services outsourced in global Santander
      Group;

-     Integration of purchasing activities; and

-     Partial consolidation of other support functions (i.e. HR and finance).

Revenue synergies

We intend to take full advantage of growth opportunities. We have identified
three main opportunities for organic growth within Antonveneta:

Improving Antonveneta's commercial performance

-     We believe ABN AMRO has not been able to take full advantage of the
opportunities available to Antonveneta for revenue growth.

-     We are confident Antonveneta could benefit from our commercial practices
and our retail product development skills, particularly in areas such as retail
asset management, in which we have a well-tested expertise.

-     We also believe that Antonveneta has market shares which are lower than
they should be in mortgages and mutual funds. We believe that growth potential
in these areas is very high and they are areas in which we hold a very strong
position (top 3 in Europe by residential mortgage loan book).

-     We expect the implementation of Partenon to have a positive impact on the
commercial performance of Antonveneta. Partenon will reduce the operating /
administrative burden on branch staff and effectively increase the time
available for customer-facing / sales activities. We have experienced this
effect in all business units in which Partenon has been implemented.

Leveraging Santander's global units

We believe that Antonveneta will benefit from the capabilities of Santander's
global units in several segments, such as Cards, Insurance, Asset Management,
Private Clients and Consumer Lending. There is a clear potential for
cross-selling of credit cards or insurance-related products through the
Antonveneta network of customers. In addition, the Global Wholesale Banking
capabilities of Santander can be used to develop a treasury / derivative-based
offer for SME customers.

Our commercial banking business model is based on two lines: first, we seek to
build the best possible local distribution organisations, which are commercially
driven and very cost conscious. Second, we require our global business managers
(responsible for credit cards, wholesale banking, asset management and
insurance) to work permanently with our commercial distribution networks to
improve the sales performance, product innovation and cost management of our
local banks.

We are confident our global business units can significantly improve
Antonveneta's corporate business in Northern Italy by leveraging Santander's
skills, particularly given that Antonveneta's corporate clients are typically
the kind of clients that Santander is accustomed to serving in Spain and Latin
America. We also think we can significantly improve the credit card business and
cross selling of saving and insurance products to ratios similar to those
prevailing in the rest of the Santander Group.

Expanding the franchise organically

We believe that Antonveneta offers an excellent platform from which to grow
organically. We believe the current competitive situation in Italy (with at
least four major groups focused on their own internal integration) offers a
tremendous opportunity to gain market share.

We have substantial experience in opening branches. Over the past twelve months,
we have added (on a net basis) more than 380 branches in Spain and Portugal.

We believe there is an opportunity to expand Antonveneta's branch network as
other banks integrate their own networks and close down branches. Our experience
in Spain and Portugal proves that we can successfully open small branches, with
low marginal costs, without losing control of our overall cost base

These plans suggest we can generate cost synergies of about €150 million and
revenue synergies of about €60 million. Even after these synergies, Antonveneta
should have further potential compared to other similar franchises in terms of
net profit per branch.

(see attached pdf link)

(amounts in € millions)



ABN AMRO Interbank and DMC Consumer Finance

The Interbank business is active in consumer finance in Holland, through a
proprietary and third party broker distribution network.

The business will be integrated into the Santander Consumer structure. We expect
this combination to yield around €5 million of cost synergies following the
application of the best practices of the Santander Group (which has an
efficiency ratio of around 35%, which is one of the best in the sector) and by
using the Interbank distribution network to distribute Santander products. We
also expect to generate around €5 million net revenue synergies by distributing
all Santander products through Interbank's (including DMC's) networks.

Santander Consumer Finance is present in 14 countries globally and has more than
9 million customers. It operates mainly in Europe and the United States and
already has activities in the Netherlands in car financing (both new vehicles
and second hand vehicles) and a Stock Finance business line.

Financial impact of the transaction

We expect the transaction to meet our financial acquisition criteria (which are
EPS accretion plus return on investment above our cost of capital within three
years) by the end of 2010, by which time we expect the synergies discussed above
to be fully integrated in our profit and loss account, as follows:

•        EPS impact to be +1.3% in 2008, +3.8% in 2009 and +5.3% in 2010; and

•        Return on Investment in excess of 12.5% by 2010 and a ROI in excess of
         10.5% by 2009*.

*Note: ROI calculated as Expected 2010 earnings (including synergies) divided by
consideration of ABN AMRO Businesses plus NPV of amortisation of Antonveneta
acquired intangibles.

For the benefit of transparency, we have chosen to allocate the total price
across different assets we are acquiring. The split is as follows:


(see attached pdf link)






(1) Assumes total value of shared assets: €3.6 billion
(2) (Valuation + NPV of intangible amortisation) / net income

 Stake in shared assets

We have assumed a total valuation for the shared assets of approximately €3.6bn,
as agreed with the other Banks.

LatAm

We have assigned a valuation of €12 billion to the Latin America business that
Santander is keeping. The valuation compared favourably both in terms of PE
after synergies and in terms of franchise value multiples. Overall, including
the announced synergies, we expect a ROI in 2010 above 13.5%.

In addition to the short term (i.e., 2007-2010) announced synergies, we expect
long term revenue benefits resulting from taking full advantage of the combined
group's scale and market position.


(see attached pdf link)


Source: FactSet prices as at 25 May 2007

(1)   Based on valuation for Banco Real of €12.0bn; P/E proforma calculated
      assuming net income including fully-phased synergies of €1,291m; Banco Real
      multiples not included in average
(2)   Includes PABs



Antonveneta

We have assigned a €6.64 billion valuation to Antonveneta. This represents 14.8x
consensus net profit estimates for 2007 and 11.2x pro forma net profit for 2007,
including 100% of the announced synergies.

Overall, including the announced synergies, we expect a ROI in 2010 above 10.5%.
This ROI has been calculated as net profit 2010 (including synergies) /
valuation assigned plus Net Present Value of acquired Antonveneta intangibles.
We believe that this measure best captures the financial return of the
acquisition of this asset.

In addition to achieving the announced synergies by 2010, we expect acceleration
in Antonveneta's long term (i.e., post-2010) earnings growth as it takes full
advantage of the implementation of our IT system and our medium-term franchise
expansion plans start to take effect.

(see attached pdf link)


Note: Antonveneta intangibles - we have estimated the after-tax cost of assuming
these intangibles (which ABN AMRO capitalised at the time of the Antonveneta
acquisition) at €700m.

(see attached pdf link)


Source: FactSet prices as at 25 May 2007; companies;

(1)   Based on valuation for Antonveneta of €6.64bn; P/E proforma calculated
      assuming net income including fully-phased synergies of €594m; Antonveneta
      multiples not included in average
(2)   Branches in Italy except for Intesa Sanpaolo (total number of branches)



Interbank (consumer finance)

We have assigned a valuation of €210 million to Interbank (which includes DMC),
ABN AMRO's consumer finance operation in the Netherlands. We believe that once
Interbank is fully integrated into the Santander Consumer structure, it can
deliver a ROI in excess of 12% in 2010.



Funding and financial impacts

Santander intends to finance the acquisition from a mixture of financial
sources.

•        We expect to finance 51% of our proportion of the consideration payable
under the Offer (€10.2 billion) through a balance sheet optimisation exercise.
This will include increased leverage of the capital base of the combined entity,
acceleration of our securitisation plans and asset disposals (including stakes
in our industrial portfolio). We are committed to maximising the proportion of
this component within our total funding while, at the same time, maintaining
comfortable capital ratios. Our target is to reach a 5.3% core Tier 1 ratio once
the transaction is completed, with a firm commitment to move this ratio closer
to current levels (approximately 6%) within a reasonable timeframe. We will
issue hybrid capital in order to comply with all relevant regulations.

•        We plan to finance the remainder (49%) of our proportion of the
consideration payable under the proposed Offer (€9.7 billion) through the
issuance of convertible securities and a rights issue.

(see attached pdf link)

(amount in € billions)



Our involvement in the proposed transaction meets our financial acquisition
criteria since it will be earnings accretive at a Group level as early as 2008
(we expect an EPS accretion in year 1 of +1,3% and 5,3% in 2010) and Return on
Investments (ROI) exceed our cost of capital in 2009.

                                   *   *   *


Enquiries


SANTANDER
Investor Relations: Angel Santo Domingo                   [phone]
Press: Peter Greiff, Angela Roche                         [phone]


Financial Adviser to the Bank and Underwriter among other banks

MERRILL LYNCH INTERNATIONAL                               [phone]
Andrea Orcel
Richard Slimmon


Communications Adviser

MAITLAND                                                  [phone]
Angus Maitland
Martin Leeburn




Investor and Analyst Information

PRESENTATION TO ANALYSTS AND INVESTORS



A meeting for analysts and institutional investors will be hosted by Alfredo
Saenz, Santander Chief Executive.


•        Venue: 280 Bishopsgate, London, EC2M 4RB

•        Date & Time: 29 May 2007 11.30am - 12.30pm (BST) (12.30pm - 13.30pm
         (CET)) for a prompt start.


Please note, as seating is limited, it may be necessary to restrict the number
of attendees from each institution.

•        Slide presentation packs will be available on Santander's website
         shortly



If you are unable to attend the meeting in person, you can listen through any of
the following options:



•        A live webcast of the event available on:

     -          www.emincote.com/consortium001/default.asp
     -          Details will also be available on the Santander website

•          www.santander.com


•        A live conference call by dialling:

     -          UK Toll:                                [phone]
     -          UK Toll free:                              0800 028 7847
     -          US Toll:                                 [phone]
     -          US Toll free:                              1888 893 9532
     -          Spain Toll:                              [phone]
     -          Spain Toll free:                             800 099 465
     -          Netherlands Toll:                        [phone]
     -          Netherlands Toll free:                     0800 026 0068



•        There will be a replay facility on the investor presentation. This can
be accessed by dialling:

     -          UK Toll:                                [phone]
     -          UK Toll free:                              0800 559 3271
     -          US Toll:                                 [phone]
     -          US Toll free:                             1 866 883 4489
     -          Spain Toll:                              [phone]
     -          Netherlands Toll:                        [phone]
     -          Netherlands Toll free:                     0800 027 0028
     -          Passcode for replay:

          •          English:                                   4945328#
          •          Spanish:                                   3089460#



The webcast provides an opportunity to listen remotely to the live presentation.
You may join in the Q&A presentation by using the live conference call.



Press Information



PRESS CONFERENCE



Santander will hold a press conference for members of the media.


The press conference will be hosted by Alfredo Saenz, Santander Chief Executive.


The details of the press conference are as follows:

•        London Venue: 280 Bishopsgate, London, EC2M 4RB
•        Date & Time: 29 May 2007 2.00pm - 3.00pm (BST) (3.00pm - 4.00pm (CET))

If you are unable to attend the meeting in person, you can listen through any of
the following options:



•        A live webcast of the event available on:

     -          www.emincote.com/consortium001/default.asp
     -          Details will also be available on the Santander website

•          www.santander.com



•        A live conference call by dialling:

     -          UK Toll:                                [phone]
     -          UK Toll free:                              0800 028 7847
     -          US Toll:                                 [phone]
     -          US Toll free:                              1888 893 9532
     -          Spain Toll:                              [phone]
     -          Spain Toll free:                             800 099 465
     -          Netherlands Toll:                        [phone]
     -          Netherlands Toll free:                     0800 026 0068



•         A live video conference for journalists in Madrid.

     -          Please call [phone] for information



•        There will be a replay facility on the media call. This can be accessed
         by dialling:

     -          UK Toll:                                [phone]
     -          UK Toll free:                              0800 559 3271
     -          US Toll:                                 [phone]
     -          US Toll free:                             1 866 883 4489
     -          Spain Toll:                              [phone]
     -          Netherlands Toll:                        [phone]
     -          Netherlands Toll free:                     0800 027 0028
     -          Passcode for replay:

          •          English:                                   4270111#
          •          Spanish:                                   9849777#



•        The webcast provides an opportunity to listen remotely to the live
presentation. You may join in the Q&A presentation by using the live conference
call.

•        Broadcast media who wish to access live transmission for the press
conference should contact the respective press offices or email
[e-mail] for details.

•        Time constraints in the schedule will restrict the availability of the
Principals for broadcast interviews. Broadcast media who wish to request an
interview should contact the respective press offices or email
[e-mail]. Satellite links and ISDN lines are available for
broadcast interviews.

•        For logistical reasons, no camera teams or photographers will be
allowed in the conference rooms.


Important Information

In connection with the proposed Offer, RBS expects to file with the Securities
and Exchange Commission ('SEC') a Registration Statement on Form F-4, which will
constitute a prospectus, and the Banks expect to file with the SEC a Tender
Offer Statement on Schedule TO and other relevant materials. INVESTORS ARE URGED
TO READ ANY DOCUMENTS REGARDING THE PROPOSED OFFER IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain a copy of such documents, without charge, at the SEC's website
(http://www.sec.gov) once such documents are filed with the SEC. Copies of such
documents may also be obtained from each Bank, without charge, once they are
filed with the SEC.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom.

Forward-Looking Statements

This announcement includes certain 'forward-looking statements'. These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in certain circumstances. Forward-looking
statements include any statements related to the benefits or synergies resulting
from a transaction with ABN AMRO and, without limitation, statements typically
containing words such as 'intends', 'expects', 'anticipates', 'targets', 'plans
', 'estimates' and words of similar import. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the presence of a competitive offer for ABN AMRO,
satisfaction of any pre-conditions or conditions to the proposed Offer,
including the receipt of required regulatory and anti-trust approvals, the
successful completion of the Offer or any subsequent compulsory acquisition
procedure, the anticipated benefits of the proposed Offer (including anticipated
synergies) not being realized, the separation and integration of ABN AMRO and
its assets among the Banks and the integration of such businesses and assets by
the Banks being materially delayed or more costly or difficult than expected, as
well as additional factors, such as changes in economic conditions, changes in
the regulatory environment, fluctuations in interest and exchange rates, the
outcome of litigation and government actions. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. None of the Banks undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.

Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority ('FSA'), is acting as financial
adviser to Fortis, RBS and Santander and as underwriter for Fortis, RBS and
Santander, and is acting for no one else in connection with the proposed Offer,
and will not be responsible to anyone other than Fortis, RBS and Santander for
providing the protections afforded to customers of Merrill Lynch International
nor for providing advice to any other person in relation to the proposed Offer.

Fortis Bank SA/NV which is authorised and regulated in Belgium by the Commission
Bancaire, Financiere et des Assurances, Greenhill & Co. International LLP which
is authorised and regulated in the United Kingdom by theFSA and Fox-Pitt, Kelton
Ltd which is authorised and regulated in the United Kingdom by the FSA are
acting as financial advisers to Fortis. Fortis Bank SA/NV, Greenhill & Co.
International LLP and Fox-Pitt, Kelton Ltd are acting for no one else in
connection with the proposed Offer, and will not be responsible to anyone other
than Fortis for providing the protections afforded to their respective customers
nor for providing advice to any other person in relation to the proposed Offer.
Fortis Bank SA/NV and Greenhill & Co. International LLP are acting as financial
adviser in connection with the transaction and Fox-Pitt, Kelton Ltd is acting as
financial adviser in connection with the financing of the transaction.

The Royal Bank of Scotland plc, which is authorised and regulated in the United
Kingdom by the FSA, is also acting as financial adviser to RBS and is acting for
no one else in connection with the proposed Offer, and will not be responsible
to anyone other than RBS for providing the protections afforded to customers of
The Royal Bank of Scotland plc nor for providing advice to any other person in
relation to the proposed Offer.

Santander Investment, S.A., which is authorised and regulated in Spain by the
Banco de Espana and the Comision Nacional del Mercado de Valores, is acting as
financial adviser to Santander and is acting for no one else in connection with
the proposed Offer, and will not be responsible to anyone other than Santander
for providing the protections afforded to customers of Santander Investment,
S.A. nor for providing advice to any other person in relation to the proposed
Offer.

NIBC Bank N.V., which is authorised and regulated in the Netherlands by The
Netherlands Financial Markets Authority (Autoriteit Financiele Markten) and De
Nederlandsche Bank, is acting as financial adviser to Santander and is acting
for no one else in connection with the proposed Offer, and will not be
responsible to anyone other than Santander for providing the protections
afforded to customers of NIBC Bank N.V. nor for providing advice to any other
person in relation to the proposed Offer.

Any Offer made in or into the United States will only be made by the Banks and/
or RFS Holdings directly or by a dealer-manager that is registered with the SEC.



--------------------------


(1)  Based on the price of RBS Shares of 642.5p at the close of business on 25
May 2007 and an exchange rate of €1.00:£0.6780 as published in the Financial
Times on 26 May 2007 and including €1.00 in cash to be retained by the Banks
pending resolution of the LaSalle Situation. The terms of the proposed Offer
exclude the ABN AMRO 2007 interim dividend which has been assumed to be €055.
For further information, including the definition of the LaSalle Situation see
Appendix I, Other Proposed Offer Details, of the announcement relating to the
proposed Offer made by the Banks today for further details


(2) Based on undiluted number of shares, as set out in Appendix IV of the
announcement relating to the proposed Offer made by the Banks today and on the
price of RBS Shares of 642.5p at the close of business on 25 May 2007


(3) These estimates are based on the 2006 Annual Report & Accounts of ABN AMRO
adjusted for certain restructuring costs and other one-off or non-recurring
items and on the estimates of the Banks. As the reorganisation of the ABN AMRO
Group as set out in the Press Release does not correspond precisely to the
Business Unit definitions in ABN AMRO's 2006 Annual Report & Accounts, these
estimates are not audited and may not be accurate. Any inaccuracies may, in
limited circumstances, following completion of the proposed Offer, be addressed
in accordance with the terms of the arrangements between the Banks, but will not
affect the terms of the proposed Offer. Further details on the calculation of
these figures are set out in Appendix IV in the Press Release.


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