Prospectus exerpt:  Santander Finance is offering 7,600,000 6.41% Non-Cumulative Guaranteed Series 1 Preferred Securities (par value $25 per security), which have been registered under the Securities Act.

March 11, June 11, September 11, December 11 of each year, commencing June 11, 2004.

The new preferred securities are redeemable, at the option of Santander Finance, subject to the prior consent of the Bank of Spain, in whole, but not in part, on or after March 11, 2009, upon not less than 30 nor more than 60 days' notice prior to the relevant redemption date by mail to each record holder, at the redemption price of $25.00 per new preferred security, plus the accrued and unpaid Distribution for the then-current quarterly distribution payment period to the date fixed for redemption.