---

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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**  Washington, D.C. 20549    **FORM 20-F**   o
      **REGISTRATION
        STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
        EXCHANGE ACT OF 1934****OR**x
      **ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934****for
             the fiscal year ended December 31, 2005****OR**o
      **TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934**  **Commission file number 1-14554**   **BANCO SANTANDER-CHILE(d/b/a Banco Santander Santiago and Santander Santiago)**  **(Exact
  name of Registrant as specified in its charter)**   **SANTANDER-CHILE BANK(d/b/a Santander Santiago Bank and Santander Santiago)**  **(Translation of Registrant’s name into English)**     **Chile**  **(Jurisdiction
  of incorporation or organization)**   **Bandera 140
Santiago, Chile
Telephone: 011-562 320-2000**  **(Address
  of Principal Executive Offices)**     **Securities
  registered or to be registered pursuant to Section 12(b) of the Act:**   **Title
      of each class**
    
    **Name
      of each exchange on which registered****American Depositary
      Shares, each representing the right to receive****1,039 shares of Common stock without par value**
    
    **New York Stock Exchange****Shares of Common Stock, without par value ***
    
    **New York Stock Exchange** *****
        Santander-Chiles shares of common stock are not listed for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the New York Stock Exchange.


**Securities
  registered or to be registered pursuant to Section 12(g) of the Act:*None*
  (Title of Class)**

**Securities
  for which there is a reporting obligation pursuant to Section 15(d)
  of the Act:*7.375% Subordinated Notes due 2012*The number of
  outstanding shares of each class of common stock of Banco Santander-Chile at
  December 31, 2005 was: *188,446,126,794 Shares of Common Stock, without par value***

---

**Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.**

Yes x
      
      No o




**If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.**

Yes o
      
      No x


**Note - Checking
      the box above will not relieve any registrant required to file reports
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.**

**Indicate
         by check mark whether the registrant (1) has filed all reports required
         to be filed by Section 13 or 15(d) of the Securities Exchange Act
    of 1934 during the preceding 12 months (or for such shorter period
    that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days.**

Yes
          x
      
      No
          o


**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):**

|Large
        accelerated filer x | Accelerated
        filer o | Non-accelerated
        filer o
|--------------------------------- | --------------------------- | -------------------------------

**Indicate
         by check mark which financial statement item the registrant has elected
to follow.**

Item 17
          o
      
      Item 18
          x


**If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).**

Yes o
      
      No x




2

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|                                                           |  | TABLE
    OF CONTENTS                                                        |     
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------- | ----
|                                                           |  |                                                                              | Page
|                                                           |  |                                                                              |     
|Cautionary Statement Concerning Forward-Looking Statements | 
|Certain Terms and Conventions                              | 
|Presentation of financial Information                      | 
|Item 2.                                                    |  | Offer Statistics and Expected Timetable                                      |     
|Item 3.                                                    |  | Key Information                                                              |     
|Item 4.                                                    |  | Information on the Company                                                   |     
|Item 4A.                                                   |  | SEC Staff comments                                                           |     
|Item 5.                                                    |  | Operating and Financial Review and Prospects                                 |     
|Item 6.                                                    |  | Directors, Senior Management and Employees                                   |     
|Item 7.                                                    |  | Major Shareholders and Related Party Transactions                            |     
|Item 8.                                                    |  | Financial Information                                                        |     
|Item 9.                                                    |  | The Offer and Listing                                                        |     
|Item 10.                                                   |  | Additional Information                                                       |     
|Item 11.                                                   |  | Quantitative and Qualitative Disclosures about Market Risk                   |     
|Item 12.                                                   |  | Description of securities other than equity securities                       |     
|PART II                                                    |  |                                                                              |     
|Item 13.                                                   |  | Defaults, Dividend Arrearages and Delinquencies                              |     
|Item 14.                                                   |  | Material Modifications to the Rights of Security Holders and Use of Proceeds |     
|Item 15.                                                   |  | Controls and Procedures                                                      |     
|Item 16A.                                                  |  | Audit Committee Financial Expert                                             |     
|Item 16B.                                                  |  | Code of Ethics                                                               |     
|Item 16C.                                                  |  | Principal Accountant Fees and Services                                       |     
|Item 16D.                                                  |  | Exemptions from the Listing Standards for Audit Committees.                  |     
|Item 16E.                                                  |  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers.      |     

3

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|PART III |  |                      | 
|-------- |  | -------------------- | 
|Item 17. |  | Financial Statements | 
|Item 18. |  | Financial Statements | 
|Item 19. |  | Exhibits             | 

4

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CAUTIONARY STATEMENT CONCERNING
    FORWARD-LOOKING STATEMENTS


We have made statements in this Annual Report on Form 20-F that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements appear throughout this annual report and include statements regarding our intent, belief or current expectations regarding:

| | • | asset growth and alternative sources of funding
| | - | -----------------------------------------------
|
| | • | growth of our fee-based business               
|
| | • | financing plans                                
|
| | • | impact of competition                          
|
| | • | impact of regulation                           
|
| | • | exposure to market risks:                      
|
| |   | •                                              
|
| |   | •                                              
|
| |   | •                                              
|

| | • | projected capital expenditures
| | - | ------------------------------
|
| | • | liquidity                     
|
| | • | trends affecting:             
|
| |   | •                             
|
| |   | •                             
|

The
sections of this Annual Report which contain forward-looking statements include,
without limitation, Item 3: Key InformationRisk Factors,
Item 4: Information on the CompanyStrategy, Item 5: Operating
and Financial Review and Prospects,Item 8: Financial InformationLegal
Proceedings, and Item 11: Quantitative and Qualitative
Disclosures About Market Risk—. Our forward-looking statements also
may be identified by words such as believes, expects, anticipates, projects, intends, should,
could, may, seeks, aim, combined, estimates, probability, risk, VaR, target, goal, objective,
future or similar expressions.

You should understand that the following important factors, in addition to those discussed elsewhere in this annual report and in the documents which are
incorporated by reference, could affect our future results and could cause those results or other outcomes to differ materially from those expressed in our forward-looking statements:

- changes in capital markets in general that may affect policies or attitudes towards lending to Chile or Chilean companies
- changes in economic conditions
- the monetary and interest rate policies of the Central Bank
- inflation
- deflation

5

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- unemployment
- unanticipated turbulence in interest rates
- movements in foreign exchange rates
- movements in equity prices or other rates or prices
- changes in Chilean and foreign laws and regulations
- changes in taxes
- competition, changes in competition and pricing environments
- natural disasters
- our inability to hedge certain risks economically
- the adequacy of loss allowances
- technological changes
- changes in consumer spending and saving habits
- increased costs
- unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive
terms
- changes in, or failure to comply with, banking regulations
- our ability to successfully market and sell additional services to our existing customers

- disruptions in client service
- successful implementation of new technologies
- loss of market share
- an inaccurate or ineffective client segmentation model

You should not place undue reliance on such statements, which speak only as of the date that they were made. Our independent public auditors have neither examined
nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. The forward-looking statements contained in this document speak only as of the date of this Annual Report, and we do not
undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

6

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CERTAIN TERMS AND CONVENTIONS

As
used in this Annual Report, Santander-Chile, the Bank, we, our and us mean
Banco Santander-Chile and  its consolidated subsidiaries, the bank resulting
from the merger of Santiago and Old Santander-Chile.

When we refer to Santiago in this Annual Report, we refer to Banco Santiago and its consolidated subsidiaries prior to its merger with Old
Santander-Chile. When we refer to Old Santander-Chile in this Annual Report, we refer to the former Banco Santander-Chile and its consolidated subsidiaries, which ceased to exist upon its merger into Santiago, effected on August 1, 2002.

As used in this Annual Report, the term billion means one thousand million (1,000,000,000).

In this Annual Report, references to $, US$, U.S.$, U.S. dollars and dollars are to United
States dollars, references to Chilean pesos, pesos or Ch$ are to Chilean pesos and references to UF are toUnidades de
Fomento. The UF is an inflation-indexed Chilean monetary unit with a value in Chilean pesos that changes daily to reflect changes in the official Consumer Price Index (CPI)
of theInstituto Nacional de Estadísticas(the Chilean National Institute of Statistics).See Item 5: Operating and Financial Review and ProspectsandNote 1(c) to the Audited Consolidated Financial Statements.

In this Annual Report,
    references to the Audit Committee are to the BanksComité de
    Directores y Auditoría. This committee is the successor of the Directors Committee created
    under Law 19,705 in 2000 and the Audit Committee created by the Board of
    Directors of Banco Santiago in 1995. On September 22, 2004, the Superintendency
    of Banks authorized that the functions of the Audit Committee be performed
    by the Directors Committee. On October 19, 2004, the Board of Directors of
    Banco Santander Chile, by resolution No. 357, approved the merger of both
    committees and the transfer of all functions of both committees to theComité de
    Directores y Auditoría, which
    was created on the same date.

In this Annual Report, references to BIS are
    to the Bank for International Settlement, and references to BIS ratio are
    to the capital adequacy ratio as calculated in accordance with the Basel
    Capital Accord.



7

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PRESENTATION OF FINANCIAL INFORMATION

Currency and Accounting Principles

Santander-Chile is a Chilean bank and maintains its financial books and records in Chilean pesos and prepares its Audited Consolidated Financial Statements in
conformity with generally accepted accounting principles in Chile and the rules of theSuperintendencia de Bancos e Instituciones Financieras(the Superintendency of Banks and Financial Institutions, which is referred to herein as the Superintendency of Banks), which together differ in certain significant respects from generally accepted
accounting principles in the United States (U.S. GAAP). References to Chilean GAAP in this Annual Report are to accounting principles generally accepted in Chile, as supplemented by the applicable rules of the Superintendency
of Banks.See Note 27 to the Audited Consolidated Financial Statementsof Santander-Chile as of December 31, 2004 and
2005 and for the years ended December 31, 2003, 2004 and 2005 contained elsewhere in this Annual Report (together with the notes thereto, the Audited Consolidated Financial Statements) for a description of the principal differences
between Chilean GAAP and U.S. GAAP, as they relate to Santander-Chile, and a reconciliation to U.S. GAAP of net income and shareholders equity. Pursuant to Chilean GAAP, amounts expressed in the Audited Consolidated Financial Statements and
all other amounts included elsewhere throughout this Annual Report for all periods expressed in Chilean pesos are expressed in constant Chilean pesos as of December 31, 2005.See Note
1(c) to the Audited Consolidated Financial Statements.

Loans

Unless otherwise specified, all references herein (except in the Audited Consolidated Financial Statements) to loans are to loans and financial leases before
deduction for loan loss allowance, and, except as otherwise specified, all market share data presented herein are based on information published periodically by the Superintendency of Banks. Non-performing loans include loans for which either
principal or interest is overdue, and which do not accrue interest. Restructured loans for which no payments are overdue are not ordinarily classified as non-performing loans. Past due loans include, with respect to any loan, only the portion of
principal and interest that is 90 or more days overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance
according to the terms of the loan, in which case the entire loan is considered past due within 90 days after initiation of such proceedings. This practice differs from that normally followed in the United States, where the amount classified as past
due would include the entire amount of principal and interest on any and all loans which have any portion overdue.See Item 5D: Asset and Liability ManagementSelected
Statistical InformationLoan PortfolioClassification of Loan PortfolioClassification of Loan Portfolio Based on the Borrowers Payment Performance.

According to the regulations established by the Superintendency of Banks, Santander-Chile is required to charge off commercial loans no later
  than 24 months after being classified as past due, if unsecured, and if secured, no later than 36 months after being classified as past due. When an installment of a past due corporate loan (whether secured or unsecured) is charged off,
  Santander-Chile must charge off all installments which are overdue. However, this does not preclude Santander-Chile from charging off the entire amount of the loan, if it deems such action to be necessary. Once any amount of a loan is charged off,
  each subsequent installment must be charged off as it becomes overdue. In the case of past due consumer loans, after the first installment becomes three months past due, Santander-Chile must charge off the entire remaining part of the loan.
  Santander-Chile may charge off any loan (whether corporate or consumer) before the first installment becomes overdue, but only in accordance with special procedures established by the Superintendency of Banks and must charge off an overdue loan
  (whether corporate or consumer) before that time according to the terms set forth above in certain circumstances.

Outstanding loans and the related percentages of Santander-Chiles loan portfolio made up of corporate and consumer loans in the section entitledItem 4B: Business Overvieware

8




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categorized based on the nature of the borrower. Outstanding loans and
  related percentages of the loan portfolio of Santander-Chile made up of corporate and consumer loans in the section entitledItem 5D: Asset and Liability ManagementSelected
  Statistical Informationare categorized in accordance with the reporting requirements of the Superintendency of Banks, which are based on the type and term of loans.

Effect of Rounding

Certain figures included in this Annual Report and in the Audited Consolidated Financial Statements have been rounded for ease of presentation. Percentage figures
included in this Annual Report have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this Annual Report may vary from those
obtained by performing the same calculations using the figures in the Audited Consolidated Financial Statements. Certain other amounts that appear in this Annual Report may not sum due to rounding.

Economic and Market Data

In this Annual Report, unless otherwise indicated, all macro-economic data related to the Chilean economy is based on information published by theBanco Central de Chile(the Chilean Central Bank) (the Central Bank), and all market share and other data related to the
Chilean financial system is based on information published by the Superintendency of Banks and our analysis of such information. Information regarding the consolidated risk index of the Chilean financial system as a whole is not available.

Exchange Rates

This
Annual Report contains translations of certain Chilean peso amounts into U.S.
dollars at specified rates solely for the convenience of the reader. These  translations
should not be construed as representations that the Chilean peso amounts actually
represent such U.S. dollar amounts, were converted from U.S. dollars at the rate
indicated in preparing the audited consolidated financial statements,  could
be converted into U.S. dollars at the rate indicated or were converted at all.
Unless otherwise indicated, such U.S. dollar amounts, in the case of information
concerning Santiago and Old Santander-Chile, have been translated from Chilean
 pesos based on the observed exchange rate reported by the Central Bank on December
31, 2005, which was Ch$514.21 per US$1.00.
The observed exchange rate reported by the Central Bank on December 31, 2005
is based upon the actual exchange rate of December 30, 2005 and is the exchange
rate specified by the Superintendency of Banks for use by Chilean banks in the
preparation of their financial statements for the periods ended December 31,
2005. The observed exchange rate on March 31, 2006 was Ch$527.70 per US$1.00,
reflecting an accumulated depreciation of 2.62% from December 31, 2005. The Federal
Reserve Bank of New York does not report a noon buying rate for the Chilean peso.
For more information on the observed  exchange rate see Item
3: Exchange Rates.

Merger  Accounting Treatment

On August 1, 2002, Old Santander-Chile merged into Santiago. Immediately thereafter, Santiago changed its name to Banco Santander Chile. The merger was
accounted for under Chilean GAAP in a manner commonly referred to as a pooling of interests on a prospective basis from January 1, 2002. Under Chilean GAAP, any financial statements we issue as of or for periods ending August 1, 2002 or
thereafter reflect the combined operations of Santiago and Old Santander-Chile from January 1, 2002. Our historical financial statements under Chilean GAAP as of and for periods ended prior to August 1, 2002 have not been and will not be restated to
reflect the merger. As such, for Chilean GAAP purposes, our historical financial statements as of and for the years ended December 31, 2001 are those of Santiago which is deemed to be the predecessor entity of Santander-Chile.

9

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Under US GAAP, the merger was accounted for as a merger of entities under common control, as Banco Santander Central Hispano S.A (Banco Santander Central
Hispano) controlled both Santiago and Old Santander-Chile beginning May 3, 1999. US GAAP requires that we record the transaction in a manner similar to a pooling of interests based on the carrying values for Santiago and Old Santander-Chile
included in the accounting records of the common parent, Banco Santander Central Hispano. However, to the extent that in connection with the merger Santiago issued Santiago shares or paid cash (in the case of fractional shares) for Old
Santander-Chile shares held by parties other than Banco Santander Central Hispano and its affiliates, the transaction has been accounted for using the purchase method based on fair values. As a consequence of the merger, Santiago and Old
Santander-Chile were required to restate their US GAAP historical financial statements previously issued for all periods during which common control existed.See Item 8A:
Consolidated Statements and Other Financial Information.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

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ITEM 3. KEY INFORMATION

A. Selected Financial Data

The
following table presents historical financial information about us as of the
dates and for each of the periods indicated. The following table should be read
in  conjunction with, and is qualified in its entirety by reference to, our Audited
Consolidated Financial Statements appearing elsewhere in this Annual Report.
Our Audited Consolidated Financial Statements are prepared in accordance with
Chilean GAAP, which differs in certain significant respects from U.S. GAAP. Note
27 to our Audited Consolidated Financial Statements provides a description of
the material differences between Chilean GAAP and U.S. GAAP and a reconciliation
to U.S. GAAP of net income for the years ended December 31, 2003, 2004 and 2005
and shareholders equity
at December 31, 2004 and 2005.

Under Chilean GAAP, the merger between Santiago and Old Santander-Chile was accounted for as a pooling of interest on a prospective basis. As such, the
historical financial statements for periods prior to the merger were not restated under Chilean GAAP. Under U.S. GAAP, the merger between the two banks, which have been under the common control of Banco Santander Central Hispano since May 3, 1999,
is accounted for in a manner similar to a pooling of interest under U.S. GAAP. As a consequence of the merger, we were required to restate our previously issued U.S. GAAP historical financial information to retroactively present the financial
results for the merged bank as if Santiago and Old Santander-Chile had been combined throughout the periods during which common control existed.See Note 27(a) to our Audited
Consolidated Financial Statements.

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|                            |  | As of and for the Year Ended December 31,               
|--------------------------- |  | --------------------------------------------------------
|                            |  |                                                         
|                            |  | 2001                                                    
|                            |  |                                                         
|                            |  | (in millions of constant Ch$ as of December 31, 2005)(1)
|CONSOLIDATED INCOME         |  |                                                         
|STATEMENT DATA              |  |                                                         
|Chilean GAAP:               |  |                                                         
|Interest revenue            |  | 639,738                                                 
|Interest expense            |  | (360,962                                                
|                            |  |                                                         
|Net interest revenue        |  | 278,776                                                 
|Allowances for loan losses  |  | (38,886                                                 
|Total fees and income from  |  |                                                         
|services, net               |  | 53,357                                                  
|Other operating income, net |  | 13,808                                                  
|Other income and expenses,  |  |                                                         
|net                         |  | 11,013                                                  
|Operating expenses          |  | (169,970                                                
|Loss from price-level       |  |                                                         
|restatement                 |  | (8,408                                                  
|Income before income taxes  |  | 127,177                                                 
|Income (taxes) benefit      |  | 3,908                                                   
|                            |  |                                                         
|Net income                  |  | 131,084                                                 
|Net income per share        |  | 1.33                                                    
|Net income per American     |  |                                                         
|Depositary Share(3)         |  | 1,376.64                                                
|Dividends per share(4)      |  | 1.03                                                    
|Dividends per ADS(4)        |  | 1,068.90                                                
|Weighted-average shares     |  |                                                         
|outstanding (in millions)   |  | 98,934.2                                                
|                            |  |                                                         
|U.S. GAAP:                  |  |                                                         
|Net interest income (5)     |  | 513,803                                                 
|Provision for loan losses   |  | (76,785                                                 
|Amortization of goodwill    |  | 43,040                                                  
|Net income                  |  | 170,949                                                 
|Net income per Share(6)     |  | 0.91                                                    

12

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|                                 |  | As of and for the Year Ended December 31,               
|-------------------------------- |  | --------------------------------------------------------
|                                 |  |                                                         
|                                 |  | 2001                                                    
|                                 |  |                                                         
|                                 |  | (in millions of constant Ch$ as of December 31, 2005)(1)
|CONSOLIDATED                     |  |                                                         
|INCOME                           |  |                                                         
|STATEMENT                        |  |                                                         
|DATA                             |  |                                                         
|Net income per ADS (6)           |  | 942.55                                                  
|Weighted-average shares          |  |                                                         
|outstanding (in                  |  |                                                         
|millions) US GAAP                |  | 188,446.1                                               
|Weighted-average ADS             |  |                                                         
|outstanding (in                  |  |                                                         
|millions) US GAAP                |  | 181.377                                                 
|                                 |  |                                                         
|CONSOLIDATED BALANCE SHEET
DATAM |  |                                                         
|                                 |  |                                                         
|Chilean GAAP:                    |  |                                                         
|Cash and due from                |  |                                                         
|banks                            |  | 613,247                                                 
|Investments (7)                  |  | 1,042,365                                               
|Loans, net of allowances         |  | 5,458,235                                               
|Loan loss allowances             |  | (104,268                                                
|Other assets                     |  | 348,494                                                 
|Total assets (5)                 |  | 7,462,341                                               
|Deposits                         |  | 3,837,001                                               
|Other interest-bearing           |  |                                                         
|liabilities                      |  | 2,499,893                                               
|Shareholders equity             |  | 594,907                                                 
|                                 |  |                                                         
|U.S. GAAP:                       |  |                                                         
|Total assets                     |  | 12,856,751                                              
|Long-term borrowings             |  | 3,999,436                                               
|Shareholders equity (8)         |  | 1,513,766                                               
|Goodwill                         |  | 555,624                                                 

13

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Note: n/a = not applicable.

|                                                                             |  | As of for the Year Ended December 31,
|---------------------------------------------------------------------------- |  | -------------------------------------
|                                                                             |  |                                      
|                                                                             |  | 2001                                 
|                                                                             |  |                                      
|CONSOLIDATED RATIOS                                                          |  |                                      
|Chilean GAAP:                                                                |  |                                      
|Profitability and Performance                                                |  |                                      
|Net interest margin(9)                                                       |  | 4.5                                  
|Adjusted net interest margin (10)                                            |  |                                      
|Return on average total assets(11)                                           |  | 1.9                                  
|Return on average shareholders equity(12)                                   |  | 23.2                                 
|Capital                                                                      |  |                                      
|Average
        shareholders equity as a percentage of average total assets |  | 8.1                                  
|Total liabilities as a multiple of shareholders equity                      |  | 11.5                                 
|Credit Quality:                                                              |  |                                      
|Substandard loans as a percentage of a total loans(13)                       |  | 2.2                                  
|Allowance for loans losses as percentage of total loans                      |  | 2.1                                  
|Past due loans as a percentage of total loans (14)                           |  | 1.3                                  
|Operating Ratios:                                                            |  |                                      
|Operating expenses/operating revenue(15)                                     |  | 49.1                                 
|Operating expenses/average total assets                                      |  | 2.4                                  
|Ratio of earnings to fixed charges (16)                                      |  |                                      
|Calculation including interest on deposits                                   |  | 1.35                                 
|Calculation excluding interest on deposits                                   |  | 1.68                                 
|                                                                             |  |                                      
|U.S. GAAP:                                                                   |  |                                      
|Profitability and Performance:                                               |  |                                      
|Net interest margin(17)                                                      |  | 4.5                                  
|Return on average total assets(18)                                           |  | 1.4                                  
|Return on average shareholders equity(19)                                   |  | 11.7                                 
|Ratio of earnings to fixed charges                                           |  |                                      
|Calculation including interest on deposits                                   |  | 1.36                                 
|Calculation excluding interest on deposits                                   |  | 1.71                                 
|                                                                             |  |                                      
|OTHER DATA                                                                   |  |                                      
|Inflation Rate(20)                                                           |  | 2.6                                  
|Devaluation
        (Revaluation) Rate (Ch$/U.S.$) at period end(20)         |  | 14.6                                 
|Number of employees at period end(21)                                        |  | 4,489                                
|Number of branches and offices at period end                                 |  | 169                                  

|     
|-----
|Note:
|(1)  
|(2)  
|(3)  
|(4)  
|(5)  
|(6)  
|(7)  
|(8)  
|(9)  
|(10) 
|(11) 
|     
|(12) 
|     

14

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|(13) | Substandard loans in the old rating system included all loans rated B- or worse. In the new loan risk classification system which took effect in 2004, substandard loans include all consumer and
mortgage loans rated B- or worse and for commercial loans all loans rated C1 or worse.See Item5D-Asset and Liability Management-Analysis of Substandard Loans and Past Due
loans.             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(14) | Past due loans are loans the principal or interest amount of which is 90 days or more overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan.                                                                  
|(15) | Operating revenue includes Net interest revenue, Total fees and income from services, net and Other operating income, net.                                                                                                                                                                                                                                                                 
|(16) | For the purpose of computing the ratios of earnings to fixed charges, earnings consist of earnings before income tax and fixed charges. Fixed charges consist of gross interest expense and the proportion deemed representative of the interest factor of rental expense.                                                                                                                       
|(17) | Net interest margin on a U.S. GAAP basis has been determined by applying the relevant U.S. GAAP adjustments to net interest income presented in accordance with Article 9 of Regulation S-X but
calculated on a Chilean GAAP basis.See 27(y) to our Consolidated Financial Statements.                                                                                                           
|(18) | Net income divided by average total assets. Average total assets were calculated as an average of the beginning and ending balance for each year, and total assets on a U.S. GAAP basis has been
determined by applying the relevant U.S. GAAP adjustments to total assets presented in accordance with Article 9 of Regulation S-X.See Note 27 to our Audited Consolidated Financial Statements.
|(19) | Average shareholders equity was calculated as an average of the beginning and ending balance for each year. Shareholders equity on a U.S. GAAP basis has been determined by applying
the relevant U.S. GAAP adjustments to shareholders equity presented in accordance with Article 9 of Regulation S-X.See Note 27(y) to our Audited Consolidated Financial
Statements.                      
|(20) | Based on information published by the Central Bank.                                                                                                                                                                                                                                                                                                                                              
|(21) | The number of employees presented in this table for the years 2001 are those of Santiago only, excluding subsidiaries, because consolidated employee information was not available that
year.                                                                                                                                                                                                    

Exchange Rates

Chile has two currency markets, the Mercado Cambiario Formal, or the Formal Exchange Market and the Mercado Cambiario Informal, or the Informal
Exchange Market. Under Law 18,840, the organic law of the Central Bank, or the Central Bank Act (*Ley Orgánica Constitucional del Banco Central de Chile*), the Central Bank determines which purchases and sales of foreign currencies must be carried out in the Formal Exchange Market. Pursuant to Central Bank regulations which are currently in effect, all
payments, remittances or transfers of foreign exchange abroad which are required to be effected through the Formal Exchange Market may be effected with foreign currency procured outside the Formal Exchange Market. The Formal Exchange Market is
comprised of the banks and other entities so authorized by the Central Bank. The conversion from pesos to U.S. dollars of all payments and distributions with respect to the ADSs described in this Annual Report must be transacted at the spot market
rate in the Formal Exchange Market. Current regulations require that the Central Bank be informed of certain transactions and that they be effected through the Formal Exchange Market.

Purchases and sales of foreign currencies may be legally effected outside the Formal Exchange Market in the Informal Exchange Market. The Informal Exchange Market
reflects transactions carried out at informal exchange rates by entities not expressly authorized to operate in the Formal Exchange Market. There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can
fluctuate above or below the observed exchange rate. On December 31, 2005, the average exchange rate in the Informal Exchange Market was Ch$512.0 or 0.43% lower than the published observed exchange rate for such date of Ch$514.21 per
U.S.$1.00.

The following table sets forth the annual low, high, average and period-end observed exchange rate for U.S. dollars for each of the following periods, as reported by
the Central Bank. We make no representation that the Chilean peso or the US dollar amounts referred to herein actually represent, could have been or could be converted into US dollars or Chilean pesos, as the case may be, at the rates indicated, at any particular rate or at all.

15

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|              |  | Daily Observed Exchange Rate Ch$ Per U.S.$(1)
|------------- |  | ---------------------------------------------
|              |  |                                              
|Year          |  | Low(2)                                       
|              |  |                                              
|2001          |  |                                              
|2002          |  |                                              
|2003          |  |                                              
|2004          |  |                                              
|2005          |  |                                              
|              |  |                                              
|Month         |  |                                              
|              |  |                                              
|October 2005  |  | 526.56                                       
|November 2005 |  | 518.96                                       
|December 2005 |  | 509.70                                       
|January 2006  |  | 512.50                                       
|February 2006 |  | 516.91                                       
|March 2006    |  | 516.75                                       

---

|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(1) | Nominal figures.                                                                  
|(2) | Exchange rates are the actual low and high, on a day-by-day basis for each period.
|(3) | The average of monthly average rates during the year.                             

Dividends

Under the current General Banking Law, a Chilean bank may only pay a single dividend per year (i.e., interim dividends are not permitted). Santander-Chiles
annual dividend is proposed by its Board of Directors and is approved by the shareholders at the annual ordinary shareholders meeting held the year following that in which the dividend is proposed. For example, the 2005 dividend must be
proposed and approved during the first four months of 2006. Following shareholder approval, the proposed dividend is declared and paid. Historically, the dividend for a particular year has been declared and paid no later than one month following the
shareholders meeting. Dividends are paid to shareholders of record on the fifth day preceding the date set for payment of the dividend. The applicable record dated for the payment of dividends to holders of ADSs will, to the extent practicable, be
the same.

Under the general Banking Law, subject to certain exceptions, unless otherwise decided by a two-thirds vote of its issued and subscribed shares, a bank must distribute cash dividends in respect of any fiscal year in an amount equal to at least 30% of its net income for that year. Under the Chilean Companies Law, Chilean companies are generally required to distribute at least 30% of their earnings (calculated in accordance with Chilean GAAP)
as dividends, but are permitted to distribute less than 30% of their earnings, and may distribute no dividends at all, in any given year if the holders of at least two-thirds of their outstanding shares of common stock so
determine. The balances of our distributable net income are generally retained for use in our business (including for the maintenance of any required legal reserves). Although our Board of
Directors currently intends to pay regular annual dividends, the amount of dividend payments will depend upon, among other factors, our then current level of earnings, capital and legal reserve requirements, as well as market
conditions, and there can be no assurance as to the amount or timing of future dividends.

Dividends payable to holders of ADSs are net of foreign currency conversion expenses of the depositary and will be subject to the Chilean withholding tax currently
at the rate of 35% (subject to credits in certain cases as described in Taxation—Chilean Tax Considerations). *See Item 10E: Taxation.* Owners of the ADSs will not be charged any dividend remittance fees by the depositary with respect to cash or stock dividends.

Under
  the Foreign Investment Contract (as defined herein), the Depositary, on behalf of ADS holders, is granted access to the Formal Exchange Market to convert cash dividends from Chilean pesos to U.S. dollars and to pay such U.S. dollars to ADS holders
  outside Chile, net of taxes, and no separate registration by ADS holders is required. In the past, Chilean law required that holders of shares of Chilean companies who were not residents of Chile to register as foreign investors under one of the
  foreign investment regimes contemplated by Chilean law in order to have dividends, sale proceeds or other amounts with respect to their shares remitted outside Chile through the Formal Exchange Market. On April 19, 2001, the Central Bank deregulated
  the Exchange Market eliminating the need to obtain approval from the Central Bank in order to remit dividends, but at the same time this eliminated the possibility of accessing the Formal Exchange Market. These changes do not affect the current
  Foreign Investment Contract, which was signed prior to April 19, 2001, which grants access to the Formal Exchange Market with prior approval of the Central Bank. See Item 10D: Exchange Controls.

The following table presents dividends paid by us in nominal terms:

16

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|Year |  | Dividend
    MCh$ (1) |  | Per
    share
    Ch$/share (2) |  | Per
    ADR
    Ch$/ADR (3) |  | %
          over 
    earnings
|---- |  | --------------------- |  | ------------------------------- |  | --------------------------- |  | ------------------------------
|     |  |                       |  |                                 |  |                             |  |                               
|2002 |  | 118,764               |  | 1.20                            |  | 1,247.25                    |  | 100                           
|2003 |  | 157,315               |  | 0.83                            |  | 867.40                      |  | 100                           
|2004 |  | 206,975               |  | 1.10                            |  | 1,141.16                    |  | 100                           
|2005 |  | 198,795               |  | 1.05                            |  | 1,096.06                    |  | 100                           

---

|(1) | Million of nominal pesos.                                                                          
|--- | ---------------------------------------------------------------------------------------------------
|(2) | Calculated on the basis of 98,934 million shares for 2002 and 188,446 million shares for 2003-2005.
|(3) | Calculated on the basis of 1,039 shares per ADS.                                                   

B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

You should carefully consider the following risk factors, as well as all the other information presented in this Annual Report before investing in securities issued
by us. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we do not know about or that we currently think are immaterial may also impair our business operations. Any of the
following risks, if they actually occur, could materially and adversely affect our business, results of operations, prospects and financial condition.

We are subject to market risks that are presented both in this subsection and in Item 5:
Operating and Financial Review and Prospect. and Item 11: Quantitative and Qualitative Disclosures about
Market Risk

Risks Associated with Our Business

Increased competition and industry consolidation may adversely affect results of our operations.

The Chilean market for financial services is highly competitive. We compete with other Chilean private sector domestic and foreign banks, with Banco del Estado, a
public-sector bank, with department stores and the larger supermarket chains that make consumer loans and sell other financial products to a large portion of the Chilean population. The lower-middle to middle income segments of the Chilean
population and the small and medium-sized corporate segments have become the target markets of several banks, and competition in these segments is likely to increase. As a result, net interest margins in these segments are likely to decline.
Although we believe that demand for financial products and services from individuals and for small and medium-sized companies will continue to grow during the remainder of the decade, we cannot assure you that net interest margins will be maintained
at their current levels.

We also face competition from non-bank and non-finance competitors (principally department stores) with respect to some of our credit products, such as credit cards,
consumer loans and insurance brokerage. In addition, we face competition from non-bank finance competitors, such as leasing, factoring and automobile finance companies, with respect to credit products, and from mutual funds, pension funds and
insurance companies, with respect to savings products. Currently, banks continue to be the main suppliers of leasing, factoring and mutual funds, and the insurance sales business has seen rapid growth.

The increase in competition within the Chilean banking industry in recent years has led to, among other things, consolidation in the industry. For example, in
January 2002, Banco de Chile and Banco de A. Edwards, the third and fifth largest banks in Chile respectively, merged to become the largest Chilean bank at that time. We expect the trends of increased competition and consolidation to continue and
result in the formation of new large financial groups. Consolidation, which can result in the creation of larger and stronger competitors, may adversely affect our financial condition and results of operations by decreasing the net interest margins
we are able to generate. In addition, Law No. 19,769 allows insurance companies to participate and compete with us in the residential mortgage and credit card businesses.

17

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| | Banco
            Santander Central Hispano controls a significant percentage of our
    share capital and exercises significant influence over board decisions.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

Banco Santander Central Hispano controls 84.14% of our outstanding ordinary shares, which gives it the power to elect a majority of our board of directors and to
determine the outcome of most matters submitted to a vote of shareholders, including matters that could affect our duration and existence.

We currently engage in, and expect from time to time in the future to engage in, financial and commercial transactions with subsidiaries and affiliates of Banco
Santander Central Hispano. Among other transactions, we may, from time to time, have credit lines outstanding with Banco Santander Central Hispano and its affiliated financial institutions around the world. As of December 31, 2005, we had no
outstanding loan amounts with Santander Central Hispano. In addition, from time to time, in the normal course of business and on prevailing market terms, we enter into certain transactions with Banco Santander Central Hispano and other related
parties for the provision of advisory and advertising services and for the rental of real estate. For additional information concerning our transactions with affiliates and other related parties, seeNote 15 to our Audited Consolidated Financial Statements. While we believe that such transactions in the past have generally had a beneficial effect on
us, no assurances can be given that any such transaction, or combination of transactions, will not have a material adverse effect on us in the future.

Our exposure to individuals and small businesses could lead to higher levels of past due loans and subsequent write-offs.

A substantial number of our customers consists of individuals (approximately 41.5% of the value of the total loan portfolio as of December 31, 2005) and, to a lesser
extent, small and medium-sized companies (those with annual sales of less than US$2.3 million) which comprised approximately 14.4% of the value of the total loan portfolio as of December 31, 2005. As part of our business strategy, we seek to
increase lending and other services to small companies and individuals. Small companies and individuals are, however, more likely to be adversely affected by downturns in the Chilean economy than large corporations and high-income individuals.
Consequently, in the future we may experience higher levels of past due loans, which could result in higher provisions for loan losses. There can be no assurance that the levels of past due loans and subsequent write-offs will not be materially
higher in the future.

Our results of operations are affected by interest rate volatility.

Our results of operations depend to a great extent on our net interest revenue. In 2005, net interest revenue represented 81.3% of our operating revenue. Changes in
market interest rates could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities leading to a reduction in our net interest revenue. Interest rates are highly
sensitive to many factors beyond our control, including the reserve policies of the Central Bank, deregulation of the financial sector in Chile, domestic and international economic and political conditions and other factors. Any volatility in
interest rates could adversely affect our business, our future financial performance and the price of our securities. The following table shows the yields on the Chilean governments 90-day note as reported by the Central Bank of Chile at year-end for the last five years.

Period-endYear
      
      90 day note (%)2001
      
      6.512002
      
      2.882003
      
      2.582004
      
      2.322005
      
      4.75


---

The growth of our loan portfolio may expose us to increased loan losses.

From December 31, 2000 to December 31, 2005, our aggregate loan portfolio (on an unconsolidated combined basis) grew by 35.2% in nominal terms to Ch$10,139,333
million (US$19,718 million), while our consumer loan portfolio grew by 92.5% in nominal terms to Ch$1,189,842 million (US$2,314 million), excluding lines of credit and calculated in accordance with the loan classification system of the
Superintendency of Banks. Because the method of classification of loans used by the Superintendency of Banks for its public information differs in minor respects from that used by us for internal accounting purposes, the foregoing figures may differ
from the figures included in our financial statements. The further expansion of our

18

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loan portfolio (particularly in the consumer, small and mid-sized companies and real estate segments) can be expected to expose us to a higher level of loan losses and require us to establish
higher levels of provisions for loan losses.

Our loan portfolio may not continue to grow at the same rate.

There can be no assurance that in the future our loan portfolio will continue to grow at the same or similar rates as the historical growth rate previously
experienced by Santiago or Old Santander-Chile. Average loan growth has remained significant in the last five years. According to the Superintendency of Banks, from December 31, 2000 to December 31, 2005, the aggregate amount of loans outstanding in
the Chilean banking system (on an unconsolidated basis) grew 59.7% in nominal terms to Ch$44,833,507 million (US$87,530 million) as of December 31, 2005. A reversal of the rate of growth of the Chilean economy could adversely affect the rate
of growth of our loan portfolio and our risk index and, accordingly, increase our required allowances for loan losses.

Operational problems or errors can have a material adverse impact on our business, financial condition and results of operations.

Santander-Chile, like all large financial institutions, is exposed to many types of operational risks, including the risk of fraud by employees and outsiders,
failure to obtain proper internal authorizations, failure to properly document transactions, equipment failures and errors by employees. Although Santander-Chile maintains a system of operational controls, there can be no assurance that operational
problems or errors will not occur and that their occurrence will not have a material adverse impact on our business, financial condition and results of operations.

Risks Relating to Chile

Our growth and profitability depend on the level of economic activity in Chile.

A substantial amount of our loans are to borrowers doing business in Chile. Accordingly, the recoverability of these loans in particular, our ability to increase the
amount of loans outstanding and our results of operations and financial condition in general, are dependent to a significant extent on the level of economic activity in Chile. Our results of operations and financial condition could be affected by
changes in economic or other policies of the Chilean government, which has exercised and continues to exercise a substantial influence over many aspects of the private sector, or other political or economic developments in Chile.

The recent positive growth figures of the Chilean economy can be attributed in part to the rising prices of Chiles main exports, most importantly, copper. The
price of copper in 2005 reached record levels, increasing 45.4% in 2005, following a rise of 42.9% in 2004. Exports of cooper totaled US$17.4 billion in 2005 or 44% of total Chilean exports. Other important commodities exported from Chile
include paper pulp, fish meal and agricultural products. We cannot assure you that the Chilean economy will continue to grow in the future or that those future developments in or affecting Chiles exports will not materially and adversely
affect our business, financial condition or results of operations.

| | Economic problems encountered by other
            countries may adversely affect the Chilean economy, our results of
    operations and the market value of our securities.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
    prices of securities issued by Chilean companies, including banks, are to varying degrees influenced
    by economic and market considerations in other countries. We cannot assure
     you that the Chilean economy will continue to grow in the future or that
    future developments in or affecting the Chilean economy, including consequences
    of economic difficulties in other markets, will not materially and adversely
    affect our  business, financial condition or results of operations.

Although economic conditions are different in each country, investors reactions to developments in one country may affect the securities of issuers in other
countries, including Chile. For instance, the devaluation of the Mexican peso in December 1994 set off an economic crisis in Mexico that negatively affected the market value of securities in many countries throughout Latin America. The crisis in the
Asian markets, beginning in July 1997, resulted in sharp devaluation of other Asian currencies and negatively affected markets throughout Asia, as well as in many markets in Latin America, including Chile. Similar adverse consequences resulted from
the 1998 crisis in Russia and the devaluation of the Brazilian real in 1999. In part due to the Asian and Russian crises, the Chilean stock market declined significantly in 1998 to levels equivalent to 1994.

We are directly exposed to risks related to the weakness and volatility of the economic and political situation in Latin America, especially in Argentina and Brazil.
If Argentinas economic environment significantly deteriorates or does not improve, the economy in Chile, as both a neighboring country and a trading partner, could also be affected and could

19

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experience slower growth than in recent years. The recent cuts in gas exports from Argentina to Chile could also adversely affect economic growth in Chile. Our business could be affected by an
economic downturn in Brazil. This could result in the need for us to increase our loan allowances, thus affecting our financial results, our results of operations and the price of our securities. Diplomatic relations with Bolivia and Peru have
worsened. As of December 31, 2005, approximately 1.45% of our loans were held abroad and 0.34% of our loans were comprised of loans to companies in Latin American countries. We cannot assure you that crisis and political uncertainty in other
Latin American countries will not have an adverse effect on Chile, the price of our securities or our business.

Currency fluctuations could adversely affect our financial condition and results of operations and the value of our securities.

Any
future changes in the value of the Chilean peso against the US dollar could affect
the dollar value of our securities. The peso has been subject to large  devaluations
in the past and could be subject to significant fluctuations in the future. Our
results of operations may be affected by fluctuations in the exchange rates between
the peso and the dollar despite our policy and Chilean regulations  relating
to the general avoidance of material exchange rate mismatches. In order to avoid
material exchange rate mismatches, we enter into forward exchange transactions.
As of December 31, 2005, the net position of our foreign currency denominated
 liabilities and Chilean peso-denominated liabilities that contain repayment
terms linked to changes in foreign currency exchange rates exceeded our foreign
currency denominated assets and Chilean peso-denominated assets that contain
repayment terms  linked to changes in foreign currency exchange rates by Ch$6,269
million (US$12.2 million). The following table shows the value of the Chilean
peso relative to the US dollar as reported by the Central Bank of Chile at year-end
for the lasty five years.

Exchange rate (Ch$)
      
      Devaluation (Revaluation)Year
      
      Year-end
      
      (%)2001
      
      656.20
      
      14.6
      %2002
      
      712.38
      
      8.6
      %2003
      
      599.42
      
      (15.9
      %)2004
      
      559.83
      
      (6.6
      %)2005
      
      514.21
      
      (8.1
      %)


---

We may decide to change our policy regarding exchange rate mismatches. Regulations that limit such mismatches may also be amended or eliminated. Greater exchange
rate mismatches will increase our exposure to the devaluation of the peso, and any such devaluation may impair our capacity to service foreign-currency obligations and may, therefore, materially and adversely affect our financial condition and
results of operations. Notwithstanding the existence of general policies and regulations that limit material exchange rate mismatches, the economic policies of the Chilean government and any future fluctuations of the peso against the dollar could
affect our financial condition and results of operations.

Furthermore, Chilean trading in the shares underlying our ADSs will be conducted in pesos. Cash distributions with respect to our shares of common stock are received in Chilean pesos by the
depositary which then will convert such amounts to U.S. dollars at the then-prevailing exchange rate for the purpose of making payment sin respect of our ADSs. If the value of the Chilean peso falls relative to the U.S. dollar, the dollar value of
our ADSs and any distributions to be received from the depositary will be reduced. In addition, the depositary will incur customary current conversion costs (to be borne by the holders of our ADSs) in connection with the conversion and subsequent
distribution of dividends or other payments.

Inflation could adversely affect our financial condition and results of operations.

Although
Chilean inflation has moderated in recent years, Chile has experienced high levels
of inflation in the past. High levels of inflation in Chile could  adversely
affect the Chilean economy and have an adverse effect on our results of operations
and, indirectly, the value of our securities. The following table shows the annual
rate of inflation (as measured by changes in the Chilean consumer price  index
and as reported by the Chilean National Institute of Statistics during the last
five years.)

Year
      
      Inflation (CPI)2001
      
      2.62002
      
      2.82003
      
      1.12004
      
      2.42005
      
      3.7


---

There can be no assurance that our operating results will not be adversely affected by changing levels of inflation, or that Chilean inflation will not change
significantly from the current level.

20

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Banking regulations may restrict our operations and thereby adversely affect our financial condition and results of operations.

We are subject to regulation by the Superintendency of Banks. In addition, we are subject to regulation by the Central Bank with regard to certain matters, including
reserve requirements and interest rates and foreign exchange mismatches and market risks . During the Chilean financial crisis of 1982 and 1983, the Central Bank and the Superintendency of Banks strictly controlled the funding, lending and general
business matters of the banking industry in Chile.

Pursuant to theLey General de Bancos, Decreto con Fuerza de Ley No. 3 de 1997,or the General Banking Law, all Chilean banks may, subject to the approval of the Superintendency of Banks, engage in certain businesses other than commercial banking depending on the risk associated
with such business and the financial strength of the bank. Such additional businesses include securities brokerage, mutual fund management, securitization, insurance brokerage, leasing, factoring, financial advisory, custody and transportation of
securities, loan collection and financial services. The General Banking Law also applies to the Chilean banking system a modified version of the capital adequacy guidelines issued by the Basle Committee on Banking Regulation and Supervisory
Practices and limits the discretion of the Superintendency of Banks to deny new banking licenses. There can be no assurance that regulators will not in the future impose more restrictive limitations on the activities of banks, including us, than
those currently in effect. Any such change could have a material adverse effect on our financial condition or results of operations.

Historically, Chilean banks have not paid interest on amounts deposited in checking accounts. However, effective June 1, 2002, the Central Bank allows banks to pay
interest on checking accounts. Currently, there are no applicable restrictions on the interest that may be paid on checking accounts. We have begun to pay interest on some checking accounts under certain conditions. If competition or other factors
lead us to pay higher interest rates on checking accounts, to relax the conditions under which we pay interest or to increase the number of checking accounts on which we pay interest, any such change could have a material adverse effect on our
financial condition or results of operations.

We must maintain higher capital to risk weighted assets than other banks in Chile. The merger of Old Santander-Chile and Santiago required a special
regulatory preapproval of the Superintendency of Banks, which was granted on May 16, 2002. The resolution granting this preapproval imposed a mandatory minimum capital to risk-weighted assets ratio of 12% for the merged bank compared to 8% minimum
for other banks in Chile. Effective January 1, 2005, the Superintendency of Banks lowered our mandatory effective minimum capital to risk-weighted assets ratio to 11%. Although we have not failed in the past to comply with our capital maintenance obligations, there can be no assurance that we will be able to do so in the future.

Chile has different corporate disclosure and accounting standards than those you may be familiar with in the United States.

We prepare our financial statements in accordance with Chilean GAAP, which requires management to make estimates and assumptions with respect to certain matters that
are inherently uncertain. The consolidated financial statements include various estimates and assumptions, including but not limited to the adequacy of the allowance for loan losses, estimates of the fair value of certain financial instruments, the
selection of useful lives of certain assets and the valuation and recoverability of goodwill and deferred taxes. We evaluate these estimates and judgments on an ongoing basis. Management bases its estimates and judgments on historical experience and
on various other factors that are believed to be reasonable under the circumstances. Actual results in future periods could differ from those produced by such estimates and assumptions, and if these differences were significant enough, our reported
results of operations would be affected materially.

Accounting, financial reporting and securities disclosure requirements in Chile differ from those in the United States. Accordingly, the information about us
available to you will not be the same as the information available to shareholders of a US financial institution. There are also important differences between Chilean and US accounting and financial reporting standards. As a result, Chilean
financial statements and reported earnings generally differ from those reported based on US accounting and reporting standards.

As a regulated financial institution, we are required to submit to the Superintendency of Banks unaudited unconsolidated balance sheets and income statements,
excluding any note disclosure, prepared in accordance with Chilean GAAP and the rules of the Superintendency of Banks on a monthly basis. Such disclosure differs in a number of significant respects from information generally available in the United
States with respect to US financial institutions.

The securities laws of Chile, which govern open or publicly listed companies such as us, have as a principal objective promoting disclosure of all material corporate
information to the public. Chilean disclosure requirements, however, differ from those in the United States in some important respects. In addition, although Chilean law imposes restrictions on insider trading and price manipulation, applicable
Chilean laws are different from those in the United States and in certain respects the Chilean securities markets are not as highly regulated and supervised as the US securities markets.

21

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| | Our
            status as a controlled company and a foreign private issuer exempts
            us from certain of the corporate governance standards of the New
    York Stock Exchange, limiting the protections afforded to investors.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We are
    a controlled company and a foreign private issuer within
    the meaning of the New York Stock Exchange corporate governance standards.
    Under the New York Stock Exchange rules, a controlled company is exempt from
    certain New York Stock Exchange corporate governance requirements. In addition,
    a foreign private issuer may elect to comply with the practice of its home
    country and not to comply with certain New York Stock Exchange corporate
    governance requirements, including the requirements that (1) a majority of
    the board of directors consist of independent directors, (2) a nominating
    and corporate governance committee be established that is composed entirely
    of independent directors and has a written charter addressing the committee's
    purpose and responsibilities, (3) a compensation committee be established
    that is composed entirely of independent directors and has a written charter
    addressing the committee's purpose and responsibilities and (4) an annual
    performance evaluation of the nominating and corporate governance and compensation
    committees be undertaken. We currently use these exemptions and, following
    this offering, intend to continue using these exemptions. Accordingly, you
    will not have the same protections afforded to shareholders of companies
that are subject to all New York Stock Exchange corporate governance requirements.

| | Chile
            imposes controls on foreign investment and repatriation of investments
    that may affect your investment in, and earnings from, our ADSs.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity
    investments in Chile by persons who are not Chilean residents have generally
    been subject to various exchange control regulations which restrict the repatriation
    of the investments and earnings therefrom. In April 2001, the Central Bank
    eliminated the regulations that affected foreign investors except that investors
    are still required to provide the Central Bank with information related to
    equity investments and conduct such operations within Chiles Formal
    Exchange Market. The ADSs are subject to a contract, dated May 17, 1994,
    among the depositary, us and the Central Bank that remains in full force
    and effect. The ADSs continue to be governed by the provisions of such contract
    subject to the regulations in existence prior to April 2001. The contract
    grants the depositary and the holders of the ADSs access to the Formal Exchange
    Market, which permits the depositary to remit dividends it receives from
    us to the holders of the ADSs. The contract also permits ADS holders to repatriate
    the proceeds from the sale of shares of our common stock withdrawn from the
    ADR facility, or that have been received free of payment as a consequence
    of spin-offs, mergers, capital increases, wind-ups, share dividends or preemptive
    rights transfers, enabling them to acquire the foreign currency necessary
    to repatriate earnings from such investments. Pursuant to Chilean law, the
    contract cannot be amended unilaterally by the Central Bank, and there are
    judicial precedents (although not binding with respect to future judicial
    decisions) indicating that contracts of this type may not be abrogated by
    future legislative changes or resolutions of the Advisory Council of the Central
    Bank. Holders of shares of our common stock, except for shares of our common
    stock withdrawn from the ADS facility or received in the manner described
    above, are not entitled to the benefits of the contract, may not have access
    to the Formal Exchange Market, and may have restrictions on their ability
to repatriate investments in shares of our common stock and earnings therefrom.

Holders of ADSs are entitled to receive dividends on the underlying shares to the same extent as the holders of shares. Dividends received by holders of ADSs will be
paid net of foreign currency exchange fees and expenses of the depositary and will be subject to Chilean withholding tax, currently imposed at a rate of 35.0% (subject to credits in certain cases). If for any reason, including changes in Chilean
law, the depositary were unable to convert Chilean pesos to U.S. dollars, investors would receive dividends and other distributions, if any, in Chilean pesos.

We cannot assure you that additional Chilean restrictions applicable to holders of our ADSs, the disposition of the shares underlying them or the repatriation of the
proceeds from such disposition or the payment of dividends will not be imposed in the future, nor can we advise you as to the duration or impact of such restrictions if imposed.

22

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| | ADS
            holders may not be able to effect service of process on, or enforce
            judgments or bring original actions against, us, our directors or
            our executive officers, which may limit the ability of holders of
    ADSs to seek relief against us.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
    are a Chilean corporation. None of our directors are residents of the United
    States and most of our executive officers reside outside the United States.
    In addition, a substantial portion of our assets and the assets of our directors
    and executive officers are located outside the United States. As a result,
    it may be difficult for ADS holders to effect service of process outside
    Chile upon us or our directors and executive officers or to bring an action
    against us or such persons in the United States or Chile to enforce liabilities
    based on U.S. federal securities laws. It may also be difficult for ADS holders
    to enforce in the United States or in Chilean courts judgments obtained in
    United States courts against us or our directors and executive officers based
    on civil liability provisions of the U.S. federal securities laws. If a U.S.
    court grants a final judgment in an action based on the civil liability provisions
    of the federal securities laws of the United States, enforceability of this
    judgment in Chile will be subject to the obtaining of the relevant "exequator" (i.e., recognition and enforcement of the foreign judgment)
according to Chilean civil procedure law currently in force, and consequently, subject to the satisfaction of certain factors. The most important of these factors are the existence of reciprocity, the absence of a conflicting judgment by a Chilean
court relating to the same parties and arising from the same facts and circumstances and the Chilean courts determination
that the U.S. courts had jurisdiction, that process was appropriately served
on the defendant and that enforcement would not violate Chilean public policy.
Failure to satisfy any of such requirements may result in non-enforcement of
your rights.

Risks Relating to our ADSs

There may be a lack of liquidity and market for our shares and ADSs.

The ADSs are listed and traded on the NYSE. The common stock is listed and traded on the Santiago Stock Exchange, the Chile Electronic Stock Exchange and the
Valparaiso Stock Exchange, which we refer to collectively as the Chilean Stock Exchanges, although the trading market for the common stock is small by international standards. As of December 31, 2005, we had 188,446,126,794 shares of common stock
outstanding. The Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. According to Article 14 of the Ley de Mercado de Valores, Ley No. 18,045, or the Chilean
Securities Market Law, the Superintendencia de Valores y Seguros, or the Superintendency of Securities and Insurance, may suspend the offer, quotation or trading of shares of any company listed on one or more Chilean Stock Exchanges for up to 30
days if, in its opinion, such suspension is necessary to protect investors or is justified for reasons of public interest. Such suspension may be extended for up to 120 days. If, at the expiration of the extension, the circumstances giving rise to
the original suspension have not changed, the Superintendency of Securities and Insurance will then cancel the relevant listing in the registry of securities. In addition, the Santiago Stock Exchange may inquire as to any movement in the price of
any securities in excess of 10 and suspend trading in such securities for a day if it deems necessary.

Although the common stock is traded on the Chilean Stock Exchanges, there can be no assurance that a liquid trading market for the common stock will continue.
Approximately 15.86% of our outstanding common stock is held by the public (i.e., shareholders other than Banco Santander Central Hispano and its affiliates), including our shares that are represented by ADSs trading on the NYSE. A limited trading market in general and our concentrated ownership in particular may impair the ability of an
ADS holder to sell in the Chilean market shares of common stock obtained upon withdrawal of such shares from the ADR facility in the amount and at the price and time such holder desires, and could increase the volatility of the price of the ADSs.

You may be unable to exercise preemptive rights.

The Ley Sobre Sociedades Anónimas, Ley No. 18,046 and the Reglamento de Sociedades Anónimas, which we refer to collectively as the
Chilean Companies Law, and applicable regulations require that whenever we issue new common stock for cash, we grant preemptive rights to all of our shareholders (including holders of ADSs), giving them the right to purchase a sufficient number
of shares to maintain their existing ownership percentage. Such an offering would not be possible unless a registration statement under the U.S. Securities Act of 1933, as amended, were effective with respect to such rights and common stock or an
exemption from the registration requirements thereunder were available.

Since we are not obligated to elect to make a registration statement available with respect to such rights and the common stock, you may not be able to exercise your
preemptive rights. If a registration statement is not filed or an applicable exemption is not available, the depositary will sell such holders preemptive rights and distribute the proceeds thereof if a premium can be recognized over the cost
of any such sale.

23

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You may have fewer and less well defined shareholders
rights than with shares of a company in the United States.

Our corporate affairs are governed by our estatutos, or bylaws, and the laws of Chile.
Under such laws, our
  shareholders may have fewer or less well-defined rights than they might have as shareholders of a corporation incorporated in a U.S. jurisdiction.
For example, under legislation applicable to Chilean banks, our shareholders would not be entitled to
  appraisal rights in the event of a merger or other business combination undertaken by us.

| | ADS
            holders may not be able to exercise withdrawal rights that are granted
            by the Chilean Companies Law to registered shareholders of publicly
    traded Chilean corporations.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Under the Chilean Companies Law,
if any of the following resolutions
is adopted by our shareholders at any extraordinary shareholders meeting, dissenting shareholders have the right to
withdraw from Santander-Chile and to require us to repurchase their shares, subject to the fulfillment of certain terms and conditions.
A dissenting shareholder is a shareholder who either attends the shareholders meeting and votes against a
resolution which results in a withdrawal right or, if absent from the shareholders meeting, a shareholder who notifies the company in writing within 30
days of the shareholders meeting of his opposition to the resolution and that he is exercising
his right to withdraw from the company.

The resolutions that result in a shareholders
 right to withdraw are the following:

- the transformation of Santander-Chile into a different type of legal entity;
- the merger of Santander-Chile with or into another company;
- the disposition of 50% or more of our assets, whether or not that sale
includes our liabilities or the proposal or amendment of any
business plan involving the transfer of more than 50% of our assets;
- the granting of security interests or personal guarantees to secure or
guarantee obligations of third parties (other than our subsidiaries) exceeding 50% of our
assets;
- the creation of preferential rights for a class of shares or an amendment
 to those already existing, in which case the right to
withdraw  accrues only to dissenting shareholders of the class or classes of shares adversely affected;
- the amendment of our bylaws to correct any formal defect in our
incorporation, or any amendment of our bylaws that grants a
shareholder a right to withdraw;
- the approval by our shareholders of our ceasing
to be subject to the regulations applicable to publicly held corporations in the event
we no longer meet the requirements under Chilean law to qualify as such a corporation; and
- any other causes as may
be established by Chilean law and our bylaws (our bylaws currently do not establish any
instances).

In addition, shareholders of a
publicly held corporation such as Santander-Chile, have the right to withdraw if a person acquires2/3 or more of the outstanding voting
stock of the company and does not make a tender offer for the remaining shares within 30 days of that acquisition at a price not
lower than the price that would be paid shareholders exercising their rights to withdraw. However, the right of withdrawal
described in the previous sentence does not apply in the event the company reduces its capital as a result of not having fully
subscribed and paid an increase of capital within the statutory term.

ADS
holders own a beneficial interest in shares held by the depositary and, accordingly,
they are not listed as shareholders on the share registry of Santander-Chile.
The depositary will not exercise withdrawal rights on behalf of ADS holders.
Accordingly, in order to ensure a valid exercise of withdrawal rights, an ADS
holder must cancel his ADSs and become a registered shareholder of the Company
no later than the date which is five Chilean business days before the shareholders'
meeting at which the vote which would give rise to withdrawal rights is taken,
or the applicable record date for withdrawal rights that arise other than as
a result of a shareholder vote. Withdrawal rights must then be exercised in
the manner prescribed in the notice to shareholders that is required to be sent
to shareholders of Chilean public companies advising such holders of their right
of withdrawal. If an event occurs that gives rise to withdrawal rights, ADS
holders will have a limited time to cancel their ADSs and to become registered
shareholders of the Company prior to the record date for the shareholders meeting
or other event giving rise to such withdrawal rights. If an ADS holder does
not become a registered shareholder of the Company prior to such record date
he will not be able to exercise the withdrawal rights available to registered
shareholders.

24

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ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Overview

We were formed on August 1, 2002, by the merger of
Santiago and Old Santander-Chile, both of which were subsidiaries of our controlling shareholder, Banco Santander
Central Hispano. We are the largest bank in Chile in terms of total assets, total deposits, loans and shareholders equity. As of
December 31, 2005, we had total assets of Ch$13,096,821 million (US$25,470 million), loans net of
allowances outstanding of Ch$9,996,407 million (US$19,440 million), deposits of Ch$8,075,521 million (US$15,705 million)
and shareholders equity of Ch$1,081,832 million (US$2,104 million). As of December 31, 2005, we
employed 7,482 people and had the largest private branch network in Chile with 352 branches. Our headquarters are located in Santiago
and we operate in every major region of Chile.

We provide a broad range of commercial and retail
banking services to our customers, including Chilean peso and foreign currency denominated
loans to finance a variety of commercial transactions, trade financing, foreign currency forward contracts, credit lines and a variety
of retail banking services, including mortgage financing. We seek to offer our customers a wide range of products
while providing high levels of service. In addition to our traditional banking operations, we offer a variety of financial services
including financial leasing, financial advisory services, mutual fund management, securities brokerage, insurance
brokerage and investment management.

The legal predecessor of Santander-Chile was
Banco Santiago (Santiago). Santiago was incorporated by public deed dated September 7, 1977 granted at the Notary Office
of Alfredo Astaburuaga Gálvez. Santiago received its permission to incorporate and function as a bank by Resolution No.
118 of the Superintendency of Banks on October 27, 1977. The Banks bylaws were approved by Resolution No. 103 of the
Superintendency of Banks on September 22, 1977. In January 1997, Santiago merged with Banco OHiggins with Santiago being
the surviving entity. In 1999, Santiago became a controlled subsidiary of Banco Santander Central Hispano. As of June 30,
2002, Santiago was the second largest private sector bank in Chile in terms of total assets, deposits, loans and shareholders
equity.

Old Santander-Chile was established as a subsidiary
of Banco Santander Central Hispano in 1978. In 1982, Old Santander-Chile acquired a significant portion of the
assets and liabilities of Banco Español-Chile, a domestic bank that had become insolvent. In July 1996, Old Santander-Chile
was merged into Banco Osorno y la Unión becoming Banco Santander-Chile, the third largest private
bank in terms of outstanding loans at that date.

Our principal executive offices are located at
Bandera 140, Santiago, Chile (our telephone number is 011-562-320-2000 and our website iswww.santandersantiago.cl).

Relationship with Banco Santander Central Hispano

We believe that our relationship with our
controlling shareholder, Banco Santander Central Hispano, offers us a significant competitive advantage over our peer
Chilean banks. Banco Santander Central Hispano is one of the largest financial groups in Latin America, in terms of total assets
measured on a region-wide basis. It is the largest financial group in Spain and is a major player elsewhere in Europe,
including the United Kingdom through its Abbey subsidiary and Portugal, where it is the third-largest banking group. Through
 Santander Consumer it also operates a leading consumer finance franchise in Germany, Italy, Spain and nine other European
countries.

Our relationship with Banco Santander Central
Hispano provides us with access to the groups client base, while its multinational focus allows us to offer
international solutions to our clients financial needs. We also have the benefit of selectively borrowing from Banco Santander
 Central Hispanos product offerings in other countries as well as benefiting from their know-how in systems
management. We believe that our relationship with Banco Santander Central Hispano will also enhance our ability to manage credit
and market risks by adopting policies and know-how developed by Banco Santander Central Hispano. Our internal auditing
function has been strengthened and is more independent from management as a result of the addition of an internal auditing
department that concurrently reports directly to our Audit Committee and the

25

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Audit committee of Banco Santander Central Hispano.
We believe that this structure leads to greater monitoring and control of our exposure to operational risks.

Banco Santander Central Hispanos support includes the assignment of managerial personnel to key supervisory areas of Santander-Chile, like Risks, Auditing,
Accounting and Financial Control. Santander-Chile does not pay any management fees to Banco Santander Central Hispano in connection with these support services.

B. Organizational Structure

Banco
Santander Central Hispano controls Santander-Chile through its holdings in Teatinos
Siglo XXI and Santander-Chile Holding, which are controlled subsidiaries,  and
through the indirect ownership of ADSs representing 7.23% of Santander-Chiles
outstanding capital stock. As of December 31, 2005, Banco Santander Central Hispano
directly and indirectly owned or controlled 99.0% of Santander-Chile Holding.
 Banco Santander Central Hispano directly and indirectly owned or controlled
100% of Teatinos Siglo XXI S.A. Banco Santander Central Hispano also owned 7.23%
of the Bank through Grupo Empresarial Santander via ADRs. This gives Santander
Central  Hispano control over 84.14% of the shares of the Bank and actual participation
when excluding minority shareholders is 83.94%.

Shareholder
      
      Number of Shares
      
      PercentageTeatinos Siglo XXI S.A.
      
      78,108,391,607
      
      41.45
      %Santander Chile Holding
      
      66,822,519,695
      
      35.46Grupo Empresarial Santander vía ADRs
      
      13,626,663,708
      
      7.23


Management Team

The chart below sets forth the names
and areas of responsibility of our senior commercial managers.

****



26

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The chart below sets forth the
names and areas of responsibilities of our operating managers.

Operating Structure



---



We have 352 total branches,
92 of which operated under the Santander Banefe
brand name. The remaining 260 branches are operated under the Santander Santiago brand name. We provide a full range of financial services to corporate and individual customers. We divide our clients into the following segments:

- Lower-middle to middle-income (Santander Banefe), consisting of individuals with monthly income
between Ch$120,000 (US$233) and Ch$400,000 (US$ 778), which are served through our Banefe branch network. This segment accounts for 4.8% of our loans as of December 31, 2005. This segment offers customers a range of products,
including consumer loans, credit cards, auto loans, residential
mortgage loans, debit card accounts, savings products, mutual funds and insurance brokerage.
- Middle- and upper-income,
consisting of individuals with a monthly income greater than Ch$400,000 (US$778). Clients in this
segment account for 36.6% of our loans as of December 31, 2005 and are offered
a range of products, including consumer loans,
credit cards, auto loans, commercial loans, foreign trade financing, residential mortgage loans, checking accounts, savings products, mutual funds and insurance brokerage.
- Small businesses,consisting of small companies with annual sales less than Ch$1,200 million
(US$2.3 million). As of December 31, 2005, small companies represented approximately 14.4% of our total loans outstanding. Customers in this segment are offered  a range of products, including commercial loans, leasing, factoring, foreign trade, credit cards,
mortgage loans, checking accounts, savings products, mutual funds and insurance brokerage.
- Institutional lending,
consisting mainly of institutional corporations such as universities, government agencies, municipalities and regional governments. As of December 31, 2005, these clients represented 1.9% of our total loans outstanding and offer
customers a range of products, including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, cash management, savings products, mutual
funds and insurance brokerage.
- Mid-sized companies,consisting of companies with annual sales over Ch$1,200 million (US$2.3 million) and up to
Ch$3,500 million (US$6.8 million). Customers in this segment are offered  a wide
range of products, including commercial loans,
leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, cash management,
treasury services, financial advisory, savings products, mutual funds and insurance
brokerage. As of December 31, 2005, these clients represented 7.9% of our total loans outstanding.
- Real estate.This segment also includes all companies in the real estate sector. As of December 31, 2005, these clients
represented 4.9% of our total loans outstanding. To clients in the real estate sector we offer apart from traditional banking
services, specialized services for financing primarily residential projects in order to increase the sale of residential mortgage loans.

27

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- Large companies,
consisting of companies with annual sales over Ch$3,500 million (US$6.8 million). Customers in this segment
are offered customers a wide range of products, including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage
loans, checking accounts, cash management, treasury services, financial advisory, savings products, mutual funds and insurance brokerage. As of December 31, 2005, these clients represented
9.8% of our total loans outstanding.
- Wholesale banking, consisting of companies that are foreign multinationals or part of a large Chilean economic group
with sales over Ch$3,500 million (US$6.8 million). As of December 31, 2005, these clients represented 17.5% of our total loans
outstanding. Customers in this segment are offered  a wide range of products, including commercial loans, leasing, factoring, foreign trade, mortgage loans, checking accounts, cash management,
treasury services, financial advisory, savings products, mutual funds and insurance brokerage.
- Treasury Division,
provides sophisticated financial products mainly to companies in the wholesale banking
and the Middle
market segments. This includes
products such as short-term financing and funding, securities brokerage, interest
rate and foreign
 currency derivatives, securitization services and other tailor made financial
products. The Treasury division also manages
the Banks trading positions as well as the non-trading
investment portfolio.

The table below sets forth our lines of business and certain statistical information relating to each of them for the year ended December 31, 2005. We modified our
segmentation model in 2005, and restated our 2004 segment information accordingly. Please see *Note 27(y) to our Audited Consolidated Financial Statements.*

|                      |  | For the year ended December 31, 2005              
|--------------------- |  | --------------------------------------------------
|                      |  |                                                   
|Segment               |  | Loans                                             
|                      |  |                                                   
|                      |  | (millions of constant Ch$ as of December 31, 2005)
|                      |  |                                                   
|Santander Banefe      |  | 491,424                                           
|Middle-upper income   |  | 3,715,575                                         
|Santiago Leasing      |  | 494                                               
|                      |  |                                                   
|Total Individuals     |  | 4,207,493                                         
|                      |  |                                                   
|Small businesses      |  | 1,462,521                                         
|Total Retail          |  | 5,670,014                                         
|                      |  |                                                   
|Institutional lending |  | 193,190                                           
|                      |  |                                                   
|Mid-sized companies   |  | 805,091                                           
|Real estate           |  | 499,422                                           
|Large companies       |  | 994,439                                           
|Santiago Leasing      |  | 2,371                                             
|                      |  |                                                   
|Total Middle Market   |  | 2,301,323                                         
|                      |  |                                                   
|Wholesale banking     |  | 1,777,361                                         
|                      |  |                                                   
|Treasury(4)           |  | -                                                 
|                      |  |                                                   
|Others(5)             |  | 202,385                                           
|                      |  |                                                   
|Total                 |  | 10,144,273                                        
|                      |  |                                                   

---

|(1) | Includes net interest revenue and foreign exchange transactions, net.          
|--- | -------------------------------------------------------------------------------
|(2) | Includes allowances for loan losses, charge-offs and loan loss recoveries.     
|(3) | Equal to net interest revenue plus fee income minus allowances for loan losses.
|(4) | Includes Santander S.A.
Agente de Valores.                                     
|(5) | Includes contribution of other Bank subsidiaries and other non-segmented items.
|   

28

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Operations through Subsidiaries

The General Banking Law once restricted the ability of banks to provide non-banking financial services. Beginning in 1986, these restrictions were somewhat eased,
allowing banks to provide services deemed to be complementary to the commercial banking business, provided that the services are offered through subsidiaries.

The new General Banking Law, as amended on November 4, 1997, extended the scope of permissible activities to permit us to provide directly the leasing and financial
advisory services we could formerly offer only through our subsidiaries, to offer investment advisory services outside of Chile and to undertake activities we could not formerly offer directly or through subsidiaries, such as factoring,
securitization, foreign investment funds, custody and transport of securities and insurance brokerage services.

For the year ended December 31, 2005, our subsidiaries collectively accounted for approximately 14.5% of our consolidated net income. The assets and operating income
of these subsidiaries as of and for the year ended December 31, 2005 represented 6.5% and 10.4% of our total assets and operating income, respectively.

|                                                  |  | Percentage Owned
|------------------------------------------------- |  | ----------------
|                                                  |  |                 
|                                                  |  | 2004            
|                                                  |  |                 
|                                                  |  | Direct          
|                                                  |  |                 
|                                                  |  | %               
|Subsidiary                                        |  |                 
|Santiago Leasing S.A.                             |  | 99.50           
|Santiago Corredores de Bolsa Ltda.                |  | 99.19           
|Santander Santiago S.A. Administradora General de |  |                 
|Fondos                                            |  | 99.96           
|Santander S.A. Agente de Valores                  |  | 99.03           
|Santander Santiago S.A. Sociedad Securitizadora   |  | 99.64           
|Santander Santiago Corredora de Seguros Ltda.     |  | 99.99           

Overview

The
Chilean financial services market consists of a variety  of largely distinct
sectors. The most important sector, commercial banking, includes a number of
 privately-owned banks and one public sector bank, Banco del Estado (which operates
within the same legal and regulatory framework as the private  sector banks).
The private sector banks include local banks and a number of foreign-owned banks
which  are operating in Chile. The Chilean banking system is comprised of 25
private sector banks and one public sector bank. Five private sector banks
along with the state-owned bank together accounted for 80.7% of all outstanding
loans by Chilean financial institutions as of December 31, 2005.

The Chilean banking system has experienced increased
competition in recent years largely due to consolidation in the industry and new legislation. For example, the
merger of Banco de Chile with Banco de A. Edwards, effective January 2, 2002, resulted in the creation at that moment of the largest bank
in Chile. As of December 31, 2005 Banco de Chile had a market share in total loans of 18.1% . Shortly after
that merger was consummated, Santander Central Hispano announced the merger of the two banks it owned in Chile, Banco Santander-Chile
 and Banco Santiago, creating the largest bank in Chile. We also face competition from non-bank and non-finance
competitors (principally department stores) with respect to some of our credit products, such as credit cards, consumer loans and
 insurance brokerage. In addition, we face competition from non-bank finance competitors, such as leasing, factoring and
automobile finance companies, with respect to credit products, and mutual funds, pension funds and insurance companies, with respect
 to savings products. Currently, banks continue to be the main suppliers of leasing, factoring and mutual funds, and
the insurance sales business has grown rapidly.

29

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As shown in the following table,  we are the market leader
in practically every banking service in Chile:

|                                                              |  | Market
        Share
at
December 31,
2004 |   |  | Market
        Share
at
December 31,
2005 |   |  | Rank
        as of
December 31,
2005
|------------------------------------------------------------- |  | ----------------------------------------- | - |  | ----------------------------------------- | - |  | ------------------------------------
|                                                              |  |                                           |   |  |                                           |   |  |                                     
|Commercial loans                                              |  |                                           |   |  |                                           |   |  |                                     
|                                                              |  | 20.3                                      | % |  | 19.8                                      | % |  | 1                                   
|Consumer loans                                                |  | 24.8                                      |   |  | 25.6                                      |   |  | 1                                   
|Mortgage loans (residential and general purpose)              |  | 22.8                                      |   |  | 23.5                                      |   |  | 1                                   
|Residential mortgage loans                                    |  | 23.5                                      |   |  | 24.9                                      |   |  | 2                                   
|Foreign trade loans (loans for export, import and contingent) |  | 24.8                                      |   |  | 22.0                                      |   |  | 1                                   
|Total loans                                                   |  | 22.7                                      |   |  | 22.6                                      |   |  | 1                                   
|Deposits                                                      |  | 20.9                                      |   |  | 21.5                                      |   |  | 1                                   
|Mutual funds (assets managed)                                 |  | 20.6                                      |   |  | 21.6                                      |   |  | 2                                   
|Credit card                                                   |  | 34.1                                      |   |  | 37.3                                      |   |  | 1                                   
|Branches (1)                                                  |  | 19.3                                      |   |  | 20.3                                      |   |  | 1                                   
|ATM locations                                                 |  | 29.7                                      |   |  | 28.1                                      |   |  | 1                                   

---

The following tables set out certain statistics comparing
our market position to that of our peer group, defined as the five largest banks in Chile in terms of
shareholders equity as of December 31, 2005.

Loans

As of December 31, 2005, our loan portfolio was the largest
among Chilean banks. Our loan portfolio on a stand–alone basis represented 22.6% of the market for loans
in the Chilean financial system as of such date. The following table sets forth the market shares in terms of loans for us and our peer
group as of December 31, 2005:

|                               |  | As of December 31, 2005 |  | As of December 31, 2004   
|------------------------------ |  | ----------------------- |  | --------------------------
|                               |  |                         |  |                           
|Loans                          |  | Ch$ million             |  | In
    thousand of
    US$
|                               |  |                         |  |                           
|Santander-Chile                |  | 10,139,333              |  | 19,718                    
|Banco de Chile                 |  | 8,098,294               |  | 15,749                    
|Banco del Estado               |  | 5,962,235               |  | 11,595                    
|Banco de Crédito e Inversiones |  | 5,535,929               |  | 10,766                    
|BBVA, Chile                    |  | 3,579,169               |  | 6,961                     
|Corpbanca                      |  | 2,848,625               |  | 5,540                     
|Others                         |  | 8,669,922               |  | 16,861                    
|                               |  |                         |  |                           
|Chilean financial system       |  | 44,833,507              |  | 87,189                    
|                               |  |                         |  |                           

---

30

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Deposits

On a stand alone basis our 21.5% of the market for
deposits ranked us in first place among banks in Chile at December 31, 2005. Deposit market share is equal to total time deposits plus
average monthly checking and sight accounts, net of clearance. The following table sets forth the market shares in terms of deposits
for us and our peer group as of December 31, 2004 and 2005:

|                               |  | As of December 31, 2005 |  | As of December 31, 2004   
|------------------------------ |  | ----------------------- |  | --------------------------
|                               |  |                         |  |                           
|Deposits(1)                    |  | Ch$ million             |  | In
    thousand of
    US$
|                               |  |                         |  |                           
|Santander-Chile                |  | 7,875,812               |  | 15,316                    
|Banco de Chile                 |  | 6,012,492               |  | 11,693                    
|Banco del Estado               |  | 6,286,001               |  | 12,225                    
|Banco de Crédito e Inversiones |  | 4,398,971               |  | 8,555                     
|BBVA, Chile                    |  | 2,916,150               |  | 5,671                     
|Corpbanca                      |  | 1,905,845               |  | 3,706                     
|Others                         |  | 7,241,080               |  | 14,082                    
|Chilean financial system       |  | 36,636,351              |  | 71,248                    
|                               |  |                         |  |                           

|   
|---
|(1)

Shareholders equity

With Ch$1,081,832 million (US$2,104 million) in shareholders equity, as of December 31, 2005, we were the largest commercial bank in Chile in terms of
  shareholders equity. The following table sets forth the level of shareholders equity for us and our peer group as of December 31, 2004 and 2005:

|                               |  | As of December 31, 2005 |  | As of December 31, 2004   
|------------------------------ |  | ----------------------- |  | --------------------------
|                               |  |                         |  |                           
|Equity(1)                      |  | Ch$ million             |  | In
    thousand of
    US$
|                               |  |                         |  |                           
|Santander-Chile                |  | 1,081,832               |  | 2,104                     
|Banco de Chile                 |  | 775,106                 |  | 1,506                     
|Banco del Estado               |  | 444,676                 |  | 865                       
|Banco de Crédito e Inversiones |  | 500,874                 |  | 974                       
|BBVA, Chile                    |  | 288,478                 |  | 561                       
|Corpbanca                      |  | 407,526                 |  | 793                       
|Others                         |  | 1,636,419               |  | 3,182                     
|Chilean financial system       |  | 5,134,911               |  | 9,986                     
|                               |  |                         |  |                           

---

31

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Efficiency

As
of December 31, 2005, on a stand alone basis we were the  second most efficient
bank in our peer group. The following table sets forth the efficiency ratio
(defined as operating expenses as a percentage of operating revenue which is
aggregate of net interest revenue, fees and income from services  (net) and other
operating income (net)) for us and our peer group as of December 31, 2004 and
2005:

|Efficiency ratio               |  | As
    of December 31,
    2005 |   | As of December 31,
  2004
|------------------------------ |  | ------------------------------- | - | -------------------------
|                               |  |                                 |   |                          
|                               |  | %                               |   | %                        
|Santander-Chile                |  | 44.0                            | % |                          
|Banco de Chile                 |  | 50.4                            | % |                          
|Banco del Estado               |  | 60.7                            | % |                          
|Banco de Crédito e Inversiones |  | 52.7                            | % |                          
|BBVA, Chile                    |  | 68.6                            | % |                          
|Corpbanca                      |  | 40.7                            | % |                          
|Chilean Financial System       |  | 54.1                            | % |                          

---

Return on average equity

As of December 31, 2005, we were the second most profitable
bank in our peer group and the second most capitalized as measured by the BIS ratio as of December 31,
2005. The following table sets forth the average return on equity for the year ended December 31, 2004 and 2005 and BIS ratio for us
and our peer group as of December 31, 2004 and 2005:

|                               |  | Return
        on average equity
as of December 31, |   | BIS
    Ratio
    as of December 31,
|------------------------------ |  | --------------------------------------------------- | - | ------------------------------------
|                               |  |                                                     |   |                                     
|                               |  | 2005                                                |   | 2004                                
|                               |  |                                                     |   |                                     
|                               |  | %                                                   |   |                                     
|Santander-Chile                |  | 24.1                                                | % |                                     
|Banco de Chile                 |  | 26.7                                                |   |                                     
|Banco del Estado               |  | 9.2                                                 |   |                                     
|Banco de Crédito e Inversiones |  | 23.4                                                |   |                                     
|BBVA, Chile                    |  | 10.7                                                |   |                                     
|Corpbanca                      |  | 13.8                                                |   |                                     
|Chilean Financial System       |  | 16.3                                                |   |                                     

---

Asset Quality

As of December 31, 2005, on a stand alone basis we
 had the second lowest loan loss allowance to total loans ratio in our peer group. The following table sets forth
the ratio of loan loss allowance to total loans ratio as defined by the Superintendency of Banks for us and our peer group as of December
31, 2004 and 2005.

|                               |  | Loan Loss allowances/total loans
|------------------------------ |  | --------------------------------
|                               |  |                                 
|Dec-04                         |  | As
    of December 31,
    2005 
|                               |  |                                 
|Santander-Chile                |  | 1.42                            
|Banco de Chile                 |  | 1.70                            
|Banco del Estado               |  | 1.64                            
|Banco de Crédito e Inversiones |  | 1.54                            
|BBVA, Chile                    |  | 1.35                            
|Corpbanca                      |  | 1.56                            
|Chilean Financial System       |  | 1.61                            

---

32

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D. Regulation and Supervision

General

In Chile, only banks may maintain checking accounts for their customers, conduct foreign trade operations, and together with financial companies, accept time
deposits. The principal authorities that regulate financial institutions in Chile are the Superintendency of Banks and the Central Bank. Chilean banks are primarily subject to the General Banking Law and secondarily, to the extent not inconsistent
with this statute, the provisions of the Chilean Companies Law governing public corporations, except for certain provisions which are expressly excluded.

The modern Chilean banking system dates from 1925 and has been characterized by periods of substantial regulation and state intervention, as well as periods of
deregulation. The most recent period of deregulation commenced in 1975 and culminated in adoption of a series of amendments to General Banking Law. That law, amended most recently in 2001, granted additional powers to banks, including general
underwriting powers for new issues of certain debt and equity securities and the power to create subsidiaries to engage in activities related to banking, such as brokerage, investment advisory, mutual fund services, administration of investment
funds, factoring, securitization products and financial leasing services.

The Central Bank

The Central Bank is an autonomous legal entity created by the Chilean Constitution. It is subject to the Chilean Constitution and its ownley orgánica constitucional, or organic constitutional law. To the extent not inconsistent with the Chilean Constitution or the Central Banks
organic constitutional law, the Central Bank is also subject to private sector laws (but in no event is it subject to the laws applicable to the public sector). It is directed and administered by a board of directors composed of five members
designated by the President of Chile, subject to the approval of the Senate.

The legal purpose of the Central Bank is to maintain the stability of the Chilean peso and the orderly functioning of Chiles internal and external payment
system. The Central Banks powers include setting reserve requirements, regulating the amount of money and credit in circulation, establishing regulations and guidelines regarding finance companies, foreign exchange (including the Formal
Exchange Market) and banks deposit-taking activities.

The Superintendency of Banks

Banks are supervised and controlled by the Superintendency of Banks, an independent Chilean governmental agency. The Superintendency of Banks authorizes the creation
of new banks and has broad powers to interpret and enforce legal and regulatory requirements applicable to banks and financial companies. Furthermore, in case of noncompliance with such legal and regulatory requirements, the Superintendency of Banks
has the ability to impose sanctions. In extreme cases, it can appoint, with the prior approval of the board of directors of the Central Bank, a provisional administrator to manage a bank. It must also approve any amendment to a banks bylaws or
any increase in its capital.

The Superintendency of Banks examines all banks from time to time, generally at least once a year. Banks are also required to submit their financial statements
monthly to the Superintendency of Banks, and a banks financial statements are published at least four times a year in a newspaper with countrywide coverage. In addition, banks are required to provide extensive information regarding their
operations at various periodic intervals to the Superintendency of Banks. A banks annual financial statements and the opinion of its independent auditors must also be submitted to the Superintendency of Banks.

Any person wishing to acquire, directly or indirectly, 10.0% or more of the share capital of a bank must obtain the prior approval of the Superintendency of Banks.
Absent such approval,  the acquiror of shares so acquired will not have the right to vote them. The Superintendency of Banks may only refuse to grant its approval, based on specific grounds set forth in the General Banking
Law.

According to Article 35 bis of the General Banking Law, the prior authorization of the Superintendency of Banks is required for:

- the merger of two or more banks;
- the acquisition of all or a substantial portion of a banks assets and liabilities by another bank;
- the control by the same person, or controlling group, of two or more banks; or
- a substantial increase in the existing control of a bank by a controlling shareholder of that bank.

33

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Such prior authorization is required solely when the acquiring bank or the resulting group of banks would own a significant market share in loans, defined by the
Superintendency of Banks to be more than 15.0% of all loans in the Chilean banking system. The intended purchase may be denied by the Superintendency of Banks; alternatively, the purchase may be conditioned on one or more of the following:

- that the bank or banks maintain an effective equity higher than 8.0% and up to 14.0% of their risk weighted assets;
- that the technical reserve established in article 65 of the General Banking Law be applicable when deposits exceed one and a half
times the resulting banks paid-in capital and reserves; or
- that the margin for interbank loans be diminished to 20.0% of the resulting banks effective equity.

Pursuant to the regulations of the Superintendency of Banks, the following ownership disclosures are required:

- a bank is required to inform the Superintendency of Banks of the identity of any person owning, directly or indirectly, 5.0% or more
of such banks shares;
- holders of ADSs must disclose to the depositary the identity of beneficial owners of ADSs registered under such holders names;
and
- the depositary is required
to notify the bank as to the identity of beneficial owners of ADSs which such
depositary has registered
and  the bank, in turn, is required to notify the Superintendency of Banks as
to the identity of the beneficial
owners of the ADSs representing 5.0% or more of such banks
shares.

Limitations on Types of Activities

Chilean banks can only conduct those activities allowed by the General Banking Law: making loans, accepting deposits and, subject to limitations, making investments
and performing financial services. Investments are restricted to real estate for the banks own use, gold, foreign exchange and debt securities. Through subsidiaries, banks may also engage in other specific financial service activities such as
securities brokerage services, equity investments, securities, mutual fund management, investment fund management, financial advisory and leasing activities. Subject to specific limitations and the prior approval of the Superintendency of Banks and the Central Bank, Chilean banks
may own majority or minority interests in foreign banks.

On March 2, 2002, the Central Bank of Chile authorized banks to pay interest on checking accounts. On March 20, 2002, the Superintendency of Banks published
guidelines establishing that beginning on June 1, 2002, banks could offer a new checking account product that pays interest. The Superintendency of Banks also stated that these accounts may be subject to minimum balance limits and different interest
rates depending on average balances held in the account and that banks may also charge fees for the use of this new product. For banks with a solvency score of less than A (See Item 4D: Regulation and SupervisionManagement and Capitalization Evaluation)
the Central Bank has also imposed additional caps to the interest rate that
can be paid.

Deposit Insurance

In Chile, the State guarantees up to 100% of demand deposits and time deposits with a maturity of 10 days or less. The State also guarantees 90.0% of the principal
amount of time deposits and savings accounts held by natural persons with a maximum value of UF108 per person (Ch$1,941,280 or U.S.$3,775 as of December 31, 2005) per calendar year in the entire financial system.

Reserve Requirements

Deposits are subject to a reserve requirement of 9.0% for peso and foreign currency denominated demand deposits and 3.6% for UF, peso and foreign currency
denominated time deposits (with terms of less than one year). For purposes of calculating the reserve obligation, banks are authorized to deduct daily from their foreign currency denominated liabilities, the balance in foreign currency of certain
loans and financial investments held outside of Chile, the most relevant of which include:

- cash clearance account, which should be deducted from demand deposit for calculating reserve requirement;
- certain payment orders issued by pension providers;
- the amount set aside for technical reserve (as described below), which can be deducted from reserve
requirement.

The Central Bank has statutory authority to require banks to maintain reserves of up to an average of 40.0% for demand deposits and up to 20.0% for time deposits
(irrespective, in each case, of the currency in which they are denominated) to implement monetary policy. In addition, to the extent that the aggregate amount of the following types of liabilities exceeds 2.5 times the amount of a banks
paid-in capital and reserves, a bank must maintain a 100% technical reserve against them: demand deposits, deposits in checking accounts, or obligations payable on sight incurred in the ordinary course of business, other deposits
unconditionally payable immediately or within a term of less than 30 days and time deposits payable within 10 days prior to maturity.

Minimum Capital

Under the General Banking Law, a bank is required to have a minimum of UF800,000 (approximately Ch$14,380 million and US$28 million as of December 31, 2005)
of paid-in capital and reserves, an effective equity of at least 8% of its risk weighted assets, net of required allowances, and paid in capital and reserves of at least 3% of its total assets, net of required allowances.

However, a bank may begin its operations with 50.0% of such amount, provided that it has a total capital ratio (defined as effective equity as a percentage of risk
weighted assets) of not less than 12.0%. Effective equity is defined as the aggregate of:

- a banks paid-in capital and reserves, excluding capital attributable to subsidiaries and foreign branches;
- its subordinated bonds, considered at the issuing price (but decreasing by 20.0% for each year during the period commencing six years
prior to maturity), but not exceeding 50.0% of its Net Capital Base; and
- its voluntary allowances for loan losses, up to 1.25% of risk weighted assets.

In 2002, the General Banking Law was modified, allowing banks to begin operations with a minimum capital of UF 400,000 (approximately US$14 million as of
December 31, 2005) of paid-in capital and reserves with the obligation to increase it to UF 800,000 (approximately US$28 million as of December 31, 2005) in an undetermined period of time. If a bank maintains a minimum capital of UF 400,000
(approximately US$14 million as of December 31, 2005), it is required to maintain a minimum BIS ratio of 12%. When such a banks paid-in capital reaches UF600,000 (approximately Ch$10,785 million and US$21 million as of December 31,
2005), the total capital ratio required is reduced to 10.0% .

Capital Adequacy Requirements

According to the General Banking Law, each bank should have an effective equity of at least 8.0% of its risk weighted assets, net of required allowances. The
calculation of risk weighted assets is based on a five-category risk classification system for bank assets that is based on the Basle Committee recommendations.

Banks should also haveCapital básico, or Base Net Capital, of at least 3.0% of their total assets, net of allowances. Base Net Capital is defined as a banks paid-in capital and reserves and is similar to Tier 1 capital except that it does not include net income for
the period.

Lending Limits

Under the General Banking Law, Chilean banks are subject to certain lending limits, including the following material limits:

- A bank may not extend to any entity or individual (or any one group of related entities), except for another financial institution, directly or indirectly, unsecured credit in
an amount that exceeds 5.0% of the banks effective equity, or in an amount that exceeds 25.0% of its effective equity if the excess over 5.0% is secured by certain assets with a
value equal to or higher than such excess. In the case of foreign export trade financing, the 5.0% ceiling for unsecured credits is raised to 10.0% and the 25.0% ceiling for secured credits to 30.0%. In the case of financing infrastructure projects built through the concession mechanism, the 5.0%
ceiling for unsecured credits is raised to 15.0% if secured by a pledge over the concession, or if granted by two or more banks or finance companies which have executed a credit
agreement with the builder or holder of the concession;
- a bank may not extend loans to another financial institution subject to the General Banking Law in an aggregate amount exceeding 30.0%
of its effective equity;
- a bank may not directly or indirectly grant a loan whose purpose is to allow an individual or entity to acquire shares of the lender
bank;
- a bank may not lend, directly or indirectly, to a director or any other person who has the power to act on behalf of the bank;
and
- a bank may not grant loans to related parties (including holders of more than 1.0% of its shares) on more favorable terms than those
generally offered to non-related parties. Loans granted to related parties are subject to the

34

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> limitations described in the first bullet point above. In addition, the aggregate amount of loans to related parties may not exceed a banks effective equity.

In addition, the General Banking Law limits the aggregate amount of loans that a bank may grant to its employees to 1.5% of its effective equity, and provides that
no individual employee may receive loans in excess of 10.0% of this 1.5% limit. Notwithstanding these limitations, a bank may grant to each of its employees a single residential mortgage loan for personal use once during such employees term of
employment.

Allowance for Loan Losses

Chilean
banks are required to provide to the Superintendency of Banks detailed information
regarding their loan portfolio on a monthly basis. The Superintendency of  Banks
examines and evaluates each financial institutions credit management process,
including its compliance with the loan classification guidelines. Banks are classified
into four categories: 1, 2, 3 and 4. Each banks
category depends on the models and methods used by the bank to
classify its loan portfolio, as determined by the Superintendency of Banks. Category
1 banks are those banks whose methods and models are satisfactory to the Superintendency
of Banks. Category 1 banks are entitled to continue using the same methods and
models they currently have in place. A bank classified as a category 2 bank will
have to maintain the minimum levels of reserves established by the Superintendency
of Banks while its board of directors will be made aware of the problems detected
by the Superintendency of Banks and required to take steps to correct them. Banks
classified as categories 3 and 4 will have to maintain the minimum levels of
reserves established by the Superintendency of Banks until they are authorized
by the Superintendency of Banks to do otherwise. We are classified in category
1.

Under the classifications effective January 1, 2004, loans are divided into: (i) consumer loans (including loans granted to individuals for the purpose of financing
the acquisition of consumer goods or payment of services); (ii) residential mortgage loans (including loans granted to individuals for the acquisition, construction or repair of residential real estate, in which the value of the property covers at
least 100% of the amount of the loan); and (iii) commercial loans (includes all loans other than consumer loans and
residential mortgage loans).

In accordance with the regulations, which became effective as of January 1, 2004, the models and methods used to classify our loan portfolio must follow the
following guiding principles, which have been established by the Superintendency of Banks.

Models based on the individual analysis of borrowers (Commercial loans)

- Must assign a risk category level to each borrower and its respective loans.
- Must consider the following risk factors within the analysis: industry or sector of the borrower, owners or managers of the borrower,
their financial situation, their payment capacity and payment behavior.
- Must assign one of the following risk categories to each loan and borrower upon finishing the analysis:
- Classifications A1, A2 and A3 correspond to borrowers with no apparent credit risk.
- Classification B corresponds to borrowers with some credit risk but no apparent deterioration of payment capacity.
- Classifications C1, C2, C3, C4, D1 and D2 correspond to borrowers whose loans have deteriorated.

For loans classified as A1, A2, A3 and B, the board of directors of a bank is authorized to determine the levels of required loan loss reserves. We have assigned a 0% reserve
requirement for loans classified as A1 and A2, a 0.5% reserve requirement for loans classified as A3 and a 1% reserve requirement for commercial loans classified as B. For loans classified in Categories C1, C2, C3, C4, D1 and D2, the bank must have
the following levels of loan loss reserves:

35

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|Classification |  | Estimated range of loss |  | Reserve |  
|-------------- |  | ----------------------- |  | ------- | -
|               |  |                         |  |         |  
|C1             |  | Up to 3%                |  | 2       | %
|C2             |  | More than 3% up to 19%  |  | 10      |  
|C3             |  | More than 19% up to 29% |  | 25      |  
|C4             |  | More than 29% up to 49% |  | 40      |  
|D1             |  | More than 49% up to 79% |  | 65      |  
|D2             |  | More than 79%           |  | 90      |  

Models based on group analysis

| | Suitable for the evaluation of a large number of borrowers whose individual loan amounts are relatively small. These models are intended to be used primarily to analyze loans to individuals and
small companies.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Levels of required allowances
are to be determined by the Bank, according to the estimated loss that may result
from the loans, by classifying the loan portfolio using one or both of the following
 models:     
|
| |                                                                                                                                                                                                                   
|
| |                                                                                                                                                                                                                   

Commencing in 2006 the Bank will no longer analyze commercial loans on a group basis. All commercial loans will be rated on an individual basis in an automated
system that has been approved by the Superintendency of Banks and our Board of Directors.

Models based on the individual analysis of borrowers (Commercial loans)

The risk category of these loans is directly related to the amount of days an installment is past due.

|         |  | Consumer loans past due
status (1) |  | Residential mortgage
loans
past due status(1) |  | Allowances
              as apercentage of
aggregate
exposure (1)
|-------- |  | ---------------------------------- |  | --------------------------------------------- |  | -----------------------------------------------------------------
|         |  |                                    |  |                                               |  |                                                                  
|Category |  | From                               |  | To                                            |  | From                                                             
|         |  |                                    |  |                                               |  |                                                                  
|         |  | (Days)                             |  |                                               |  | (Days)                                                           
|A        |  | -                                  |  | -                                             |  | -                                                                
|B        |  | 1                                  |  | 30                                            |  | 1                                                                
|B-       |  | 31                                 |  | 60                                            |  | 181                                                              
|C        |  | 61                                 |  | 120                                           |  | -                                                                
|D        |  | 121                                |  | >121                                          |  | -                                                                

|   
|---
|(1)

Capital Markets

Under the General Banking Law, banks in Chile may purchase, sell, place, underwrite and act as paying agents with respect to certain debt securities. Likewise, banks
in Chile may place and underwrite certain equity securities. Bank subsidiaries may also engage in debt placement and dealing, equity issuance advice and securities brokerage, as well as in financial leasing, mutual fund and investment fund
administration, investment advisory services and merger and acquisition services. These subsidiaries are regulated by the Superintendency of Banks and, in some cases, also by the Superintendency of Securities and Insurance, the regulator of the
Chilean securities market, open-stock corporations and insurance companies.

Legal Provisions Regarding Banking Institutions with Economic Difficulties

The General Banking Law provides that if specified adverse circumstances exist at any bank, its board of directors must correct the situation within 30 days from the
date of receipt of the relevant financial statements. If the board of directors is unable to do so, it must call a special shareholders meeting to increase the capital of the bank by the amount necessary to return the bank to financial
stability. If the shareholders reject the capital increase, or if it is not effected within the term and in the manner agreed to at the meeting, or if the Superintendency of Banks does not approve the board of directors proposal, the bank will be
barred from increasing its loan portfolio beyond that stated in the financial statements presented to the board of directors and from making any further investments in any instrument other than in instruments issued by the Central Bank.

36

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In such a case, or in the
event that a bank is unable to make timely payment in respect of its obligations
or if a bank is under provisional administration of the Superintendency of Banks,
the  General Banking Law provides that the bank may receive a two-year term loan
from another bank. The terms and conditions of such a loan must be approved by
the directors of both banks, as well as by the Superintendency of Banks, but
need not be  submitted to the borrowing banks shareholders for their approval.
In any event, a creditor bank cannot grant interbank loans to an insolvent bank
in an amount exceeding 25.0% of the creditor banks effective equity. The
board of directors  of a bank that is unable to make timely payment of its obligations
must present a reorganization plan to its creditors in order to capitalize the
credits, extend their respective terms, condone debts or take other measures
for the payment of the  debts. If the board of directors of a bank submits a
reorganization plan to its creditors and such arrangement is approved, all subordinated
debt issued by the bank, whether or not matured, will be converted by operation
of law into common stock in  the amount required for the ratio of effective equity
to risk-weighted assets not to be lower than 12.0%. If a bank fails to pay an
obligation, it must notify the Superintendency of Banks, which shall determine
if the bank is solvent.

Dissolution and Liquidation of Banks

The Superintendency of Banks may establish that a bank should be liquidated for the benefit of its depositors or other creditors when such bank does not have the
necessary solvency to continue its operations. In such case, the Superintendency of Banks must revoke a banks authorization to exist and order its mandatory liquidation, subject to agreement by the Central Bank. The Superintendency of Banks
must also revoke a banks authorization if the reorganization plan of such bank has been rejected twice. The resolution by the Superintendency of Banks must state the reason for ordering the liquidation and must name a liquidator, unless the
Chilean Superintendent of Banks assumes this responsibility. When a liquidation is declared, all checking accounts, other demand deposits received in the ordinary course of business, other deposits unconditionally payable immediately or that have a
maturity of no more than 30 days, and any other deposits and receipts payable within 10 days, are required to be paid by using existing funds of the bank, its deposits with the Central Bank or its investments in instruments that represent its
reserves. If these funds are insufficient to pay these obligations, the liquidator may seize the rest of the banks assets, as needed. If necessary and in specified circumstances, the Central Bank will lend the bank the funds necessary to pay
these obligations. Any such loans are preferential to any claims of other creditors of the liquidated bank.

Obligations Denominated in Foreign Currencies

Foreign currency denominated obligations of Chilean banks are subject to various limits and obligations. The regulations of the Central Bank do not permit the difference, whether positive or
negative, between a banks assets and liabilities denominated in any foreign currency (including assets and liabilities denominated in U.S. dollars but payable in pesos, as well as those denominated in pesos and indexed to the U.S. dollar
exchange rate) to exceed 20% of the banks paid-in capital and reserves; provided that if the balance of such assets exceeds the balance of such liabilities, the difference may exceed 20% of such capital and reserves in an
amount not to exceed the bank's allowances and reserves denominated in such foreign currency (excluding profits to be remitted abroad). Santander-Chile must also comply with various regulatory and internal
limits regarding exposure to movements in foreign exchange rates (See Item 11: Quantitative and Qualitative Disclosure about Market Risks).

Investments in Foreign Securities

Under current Chilean banking regulations, banks in Chile may grant loans to foreign individuals and entities and invest in certain securities of foreign issuers.
Chilean banks may only invest in equity securities of foreign banks and certain other foreign companies which may be affiliates of the bank or which would be complimentary to the banks business if such companies were incorporated in Chile. Banks in Chile
may also invest in debt securities traded in formal secondary markets. Such debt securities must be (1) securities issued or guaranteed by foreign sovereign states or their central banks or other foreign or international financial entities,
and (2) bonds issued by foreign companies. A Bank may invest up to 5% of its effective equity in securities of foreign issuers. Such securities must have a minimum rating as follows:

Table 1

|Rating Agency       |  | Short Term |  | Long Term
|------------------- |  | ---------- |  | ---------
|                    |  |            |  |          
|Moodys             |  | P2         |  | Baa3     
|Standard and Poors |  | A3         |  | BBB-     
|Fitch IBCA          |  | F2         |  | BBB-     
|Duff & Phelps       |  | D2         |  | BBB-     
|Thomson Bank Watch  |  | TBW2       |  | BBB      

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In the event that the sum of the investments in foreign securities which have a: (i) rating below to the indicated in the Table 1 above, and equal or exceeds the
ratings mentioned in the Table 2 below; and (ii) loans granted to other entities resident abroad; exceed 20% (and 30% for banks with a BIS ratio equal or exceeding 10%), of the effective equity of such bank, the excess is subject to a mandatory
reserve of 100%.

Table 2

|Rating Agency       |  | Short Term |  | Long Term
|------------------- |  | ---------- |  | ---------
|                    |  |            |  |          
|Moodys             |  | P2         |  | Baa3     
|Standard and Poors |  | A3         |  | BB-      
|Fitch IBCA          |  | F2         |  | BB-      
|Duff & Phelps       |  | D2         |  | BB-      
|Thomson Bank Watch  |  | TBW2       |  | BB       

In addition, banks may invest in foreign securities for an additional amount equal to a 70% of their effective equities which ratings are equal or exceeds those
mentioned in the following Table 3. This limit constitutes an additional margin and it is not subject to the 100% mandatory reserve.

Additionally, a Chilean Bank may invest in foreign securities which rating is equal or exceeds those mentioned in the following Table 3 in: (i) term deposits with
foreign banks; and (ii) securities issued or guaranteed by sovereign states or their central banks or those securities issued or guaranteed by foreign entities adhered to the Chilean State; such investment will be subject to the limits by issuer up
to 30% and 50%, respectively, of the effective equity of the Chilean bank that make the investment.

Table 3

|Rating Agency       |  | Short Term |  | Long Term
|------------------- |  | ---------- |  | ---------
|                    |  |            |  |          
|Moodys             |  | P1         |  | Aa3      
|Standard and Poors |  | A1+        |  | AA-      
|Fitch IBCA          |  | F1+        |  | AA-      
|Duff & Phelps       |  | D1+        |  | AA-      
|Thomson Bank Watch  |  | TBW1       |  | BB       

Chilean
banks may invest in securities without ratings issued or guaranteed by sovereign
states or their central banks and structured notes issued by investment  banks
with a rating equal or above that in the immediately preceding Table 3, which
return is linked with a corporate or sovereign note with a rating equal or above
that in Table 2.

Subject to specific conditions, a bank may grant loans in U.S. dollars to subsidiaries or branches of Chilean companies located abroad, to companies listed on
foreign stock exchanges authorized by the Central Bank and, in general, to individuals and entities domiciled abroad, as long as the Central Bank is kept informed of such activities.

New Regulations Regarding Market Risk

In
2005, the Superintendency of Banks introduced new market risk limits and measures
for Chilean banks. On an unconsolidated basis the Banks must separate its  balance
sheet in two separate categories: trading portfolio (Libro
de Negociación)
and unconsolidated  non-trading, or permanent, portfolio (Libro
de Banca).
The trading portfolio as defined by the Superintendency of Banks  includes all
instruments valued at market prices, free of any restrictions for their immediate
sale and that are frequently bought and sold by the bank or are maintained with
the intention of selling them in the short-term in order to profit from  short-term
price variations. The non-trading portfolio is defined as all instruments in
the balance sheet not considered in the trading portfolio.

38

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E. Property, Plants and Equipment

We are domiciled in Chile and own our principal executive offices located at Bandera 140, Santiago, Chile. We also own fifteen other buildings in the vicinity of our
headquarters and we rent four other buildings. At December 2005, we owned the locations at which 47% of our branches were located. The remaining branches operate at rented locations.

Main properties as of December 2005
      
      NumberCentral OfficesOwn
      
      16Rented
      
      4Total
      
      20Branches (1)Own
      
      150Rented
      
      168Total
      
      318Other property (2)Own
      
      84Rented
      
      2Total
      
      86


---

|(1) | Some branches are located inside central office buildings and other properties. Including these branches the total number of branches is 352.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Consists mainly of parking lots and spaces                                                                                                   

Below is a summary of the main computer hardware and other systems-equipment that we own. We believe that our existing physical facilities are adequate for our
needs.

Category
      
      Brand
      
      ApplicationMainframe
      
      IBM
      
      Back-end, Core-System Altamira.Midrange
      
      IBM
      
      Interconnections between Mainframe and mid-rangeMidrange
      
      Stratus
      
      TellersSUN/Unix
      
      Interconnections applications Credit & debit cardsSUN/UNIX
      
      Treasury, MIS, Work FlowMidrange
      
      IBM
      
      WEBDesktop
      
      IBM
      
      Platform applicationsCall
      
      Avaya
      
      Telephone systemCenter
      
      Genesys
      
      Integration Voice/dataNice
      
      Voice recorderPeriphonics
      
      IVR


39

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The main software systems used by us are:

Category
      
      Product
      
      OriginCore-System
      
      ALTAMIRA
      
      AccentureData base
      
      DB2
      
      IBMData base
      
      Oracle
      
      OracleData base
      
      SQL Server
      
      MicrosoftWEB Service
      
      Internet Information Server
      
      MicrosoftMessage Service
      
      MQSeries
      
      IBMTransformation
      
      MQIntegrator
      
      IBM


ITEM 4A. UNRESOLVED STAFF COMMENTS

As of the date of the filing of this Annual Report on 20-F we do not have any unresolved comments from the Securities and Exchange Commission staff regarding our periodical reports under the Exchange Act.



40

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Item 5. Operating and Financial Review and Prospects

A. Critical Accounting Policies

We prepare our financial statements in accordance with Chilean GAAP, which requires management to make estimates and assumptions with respect to certain matters that
are inherently uncertain. We also reconcile our financial statements to US GAAP (See Note 27 to our Audited Consolidated Financial Statements) and are required to make estimates and assumptions in this reconciliation process. Certain critical
accounting policies, in particular those relating to goodwill and intangible assets are only applicable for US GAAP purposes. Our
consolidated financial statements include various estimates and assumptions, including but not limited to the adequacy of the allowance for loan losses, estimates of the fair value of certain financial instruments, the selection of useful lives of
certain assets and the valuation and recoverability of goodwill and deferred taxes. We evaluate these estimates and assumptions on an ongoing basis. Management bases its estimates and assumptions on historical experience and on various other factors
that are believed to be reasonable under the circumstances. Actual results in future periods could differ from those estimates and assumptions, and if these differences were significant enough, our reported results of operations would be affected
materially.

We believe that the following are the more critical judgment areas or involve a higher degree of complexity in the application of the accounting policies that
currently affect our financial condition and results of operations:

| | a) | Interest revenue and expense recognition;                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------
|
| | b) | Valuation and recognition of income and expense in connection with foreign currency and derivative activities;
|
| | c) | Valuation and recognition of income and expense in connection with financial investments;                     
|
| | d) | Estimating useful life of premises and equipment; and                                                         
|
| | e) | Allowance for loan losses.                                                                                    
|
| | f) | Performance and impairment of goodwill (US GAAP only)                                                         

The Notes to the Consolidated Financial Statements contain a summary of our significant accounting policies, including a description of the significant differences
between these and the accounting principles generally accepted in the United States, additional disclosures required under such rules, a reconciliation between shareholders equity and net income to the corresponding amounts that would be
reported in accordance with U.S. GAAP and a discussion of recently issued accounting pronouncements.

Interest revenue and expense recognition

Interest revenue and expense are recognized on an accrual basis using the effective interest method. Loans, investments and liabilities are stated at their cost,
adjusted for accrued interest and the indexation adjustment applicable to such balances that are index-linked.

The Bank suspends the accrual of interest and principal indexation adjustments on loans beginning on the first day that such loans are overdue. Accrued interest
remains on the Banks books and is considered a part of the loan balance when determining the allowances for loan losses. Payments received on overdue loans are recognized as income, after reducing the balance of accrued interest, if
applicable.

Foreign currency and derivative activities

The Bank enters into forward foreign exchange contracts and spot exchange contracts for its own account and the accounts of its customers. The Banks forward
contracts are valued monthly using the observed rates reported by the Central Bank of Chile at the balance sheet date. The initial premium or discount on these contracts, calculated as the difference between the spot rate and the forward rate, is deferred and included in determining net income over the life of the
contract. The Banks interest rate and cross-currency swap agreements are treated as off-balance-sheet financial instruments and the net interest effect, which corresponds to the difference between interest income and interest expense arising
from such agreements, is recorded in net income in the period that such differences originate.

In addition, the Bank makes loans and accepts deposits in amounts denominated in foreign currencies, principally the U.S. dollar. Such assets and liabilities are
translated at the applicable rate of exchange at the balance sheet date.

41

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The amount of net gains and losses on foreign exchange includes the recognition of the effects that variations in the exchange rates have on assets and liabilities
denominated in foreign currencies and the gains or losses on foreign exchange spot and forward transactions undertaken by the Bank.

Financial investments

Financial investments that have a secondary market are carried at market value. The Banks financial investments are classified as trading or permanent in
accordance with the regulations of the Superintendency of Banks with unrealized gains and losses on trading investments included in Other operating income (expenses), and unrealized gains and losses on permanent investments included in a separate
component of Shareholders equity. *See **Item 4D: Regulation and Supervision — New Regulations Regarding Market Risk.*

The Bank enters into security repurchase agreements as a form of borrowing. In this regard, the Banks investments that are sold subject to a repurchase
obligation and that serve as collateral for the borrowing are reclassified as investment collateral under agreements to repurchase and are carried at market value. The liabilities for the repurchase of the investment are classified as
investments under agreements to repurchase and are carried at cost plus accrued interest.

All other financial investments are carried at acquisition cost plus accrued interest and UF indexation adjustments, as applicable. This includes mainly those with
maturities of less than one year (22.8% of total financial investments at December 31, 2005) most of which were liquid government securities or deposits in other Chilean banks. See discussion of Financial Investments in Item 5-Sources of Liquidity-Financial Investments. The Bank also
enters into resale agreements as a form of investment. Under these agreements the Bank purchases securities, which are included as assets under the caption investments under agreements to resell.

In accordance with Circular N°3345 issued by the Superintendency of Banks and Financial Institutions, effective January 1, 2006, the accounting criteria for valuing financial instruments
acquired for negotiation or investment purposes, derivative instruments, hedges and disposals from the financial assets on the balance sheets, will be amended. The instructions of Circular N°3345 will become effective starting on June 30, 2006,
with valuation differences arising from prior years investments being adjusted directly against the Banks equity.

Premises and equipment

Premises and equipment are stated at acquisition cost net of accumulated depreciation and have been restated for price-level changes. Depreciation is calculated on a
straight-line method over the estimated useful lives of the underlying assets.

The costs of maintenance and repairs are charged to expense. The costs of significant refurbishment and improvements are capitalized and are then amortized over the
period of the benefit on a straight-line basis.

Allowance for loan losses

Chilean banks are required to maintain loan loss allowances in amounts determined in accordance with the regulations issued by the Superintendency of Banks. Under
these regulations, we must classify our portfolio into various categories of payment capability. The minimum amount of required loan loss allowances is determined based on fixed percentages of estimated loan losses assigned to each category. As of
January 1, 2004, the new loan loss allowance regulations set by the Superintendency of Banks came into effect. Loans are divided into: (i) consumer loans (including loans granted to individuals for the purpose of financing the acquisition of
consumer goods or payment of services); (ii) residential mortgage loans (including loans granted to individuals for the acquisition, construction or repair of residential real estate, in which the value of the property covers at least 100% of the
amount of the loan);  and (iii) commercial loans (includes all loans other than consumer loans and residential mortgage
loans).

Commencing in 2006 the Bank will no longer analyze commercial loans on a group basis. All commercial loans will be rated on an individual basis in an automated system that has been approved by
the Superintendency of Banks and our Board of Directors. In the modified system to be gradually adopted throughout 2006 all commercial loans will be assigned a rating on an individual basis utilizing a more automated and sophisticated statistical
model. In 2005 we performed back testing of this more advanced system with minimal differences in the calculation of required provisions compared to the actual amount of provisions under the current system, but no assurance can be given as to the
difference in provisioning level the two models would have in 2006.

42

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A detailed description of this accounting policy is discussed below under Selected
Statistical InformationLoan loss allowances and in Note 1 of our Consolidated Financial Statements. For a description of the regulations relating to loan loss allowances to
which we were previously subject to and the new regulations, see Item 4: Information on the CompanyRegulation and SupervisionAllowance for Loan Losses.

Goodwill and Intangible Assets with Indefinite Useful Lives

Under U.S. GAAP, we have significant intangible assets consisting of goodwill and trademarks with indefinite useful lives. We record all assets and liabilities acquired
in purchase acquisitions, including goodwill and other acquired intangibles, at fair value. These include amounts pushed down from Banco Santander Central Hispano.

Goodwill and indefinite-lived assets are no longer amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to at least an annual impairment
review. The initial goodwill and intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future using a discounted cash flow
analysis. Additionally, estimated cash flows may extend beyond ten years and, by their nature, are difficult to determine. Events and factors that may significantly affect the estimates include, among others, competitive forces, customer behavior
and attrition, changes in revenue growth trends, cost structures and technology and changes in interest rates and specific industry or market sector conditions. For a further discussion of accounting practices for goodwill and intangible assets with
indefinite useful lives under U.S. GAAP, seeNote 27 to our Audited Consolidated Financial Statements.

Differences between Chilean and United States Generally Accepted Accounting Principles

Accounting principles generally accepted in Chile vary in certain important respects from the accounting principles generally accepted in the United States. Such
differences involve certain methods for measuring the amounts shown in the consolidated financial statements, as well as additional disclosures required by accounting principles generally accepted in the United States and the accounting treatment of
the merger.

Note 27 to the Consolidated Financial Statements presents a description of the significant differences between Chilean GAAP and U.S. GAAP.

B. Operating Results

Chilean Economy

All of our operations and substantially all of our customers are located in Chile. Accordingly, our financial condition and results of operations are substantially
dependent upon economic conditions prevailing in Chile. The Chilean economy grew by 6.3% in 2005 following growth of 6.1% in 2004 and 3.7% in 2003. The strength of the emerging Asian economies and the stable economic environment in the rest of the
developed world continued to benefit Chiles economy in 2005 despite the rise in international oil prices. In 2005 the price of Chiles main export, copper, surged 45.5%, boosting economic growth. Total exports in 2005 increased 23.5% to
US$39.5 billion. This positive external scenario also led to strong consumer and investor confidence that in turn resulted in a strong rebound of internal demand (investment plus consumption). With this growth the Chilean economy ended the year
with solid economic fundamentals. The fiscal surplus as a percentage of GDP was 4.5%, the current account surplus reached 0.1% of GDP and the average unemployment rate decreased to 8.1% in 2005 compared to 8.8% in 2004.

Inflation in 2005 reached 3.7%, the highest level since 1998 mainly driven by rising oil prices and stronger internal demand. As a result of this increase and growth
and rising inflation due to the hike in international oil prices, the Central Bank continued to tighten  monetary policy. The overnight interbank rate set by the Chilean Central Bank increased 225 basis points in 2005 to 4.5% in December 2005.
Long-term rates on the other hand did not rise at the same pace. In the first 9 months of the year strong liquidity in the Chilean financial systems dampened long-term yields. As the economy strengthened and as inflation continued to go up this
trend reversed sharply in the last quarter of the year. As of December 31, 2004 the market rate of the 10 year Central Bank bond in real terms reached 3.29% . As of September 30, 2005 the yield on this same instrument reached 2.43% and as of
December 31, 2005 the yield on this bond was 3.29%. This rate environment and the growth of exports led to an 8.2% appreciation of the Chilean peso in 2005.

Despite these developments at the macroeconomic level, we believe there still is potential for a reduction in economic activity in Chile given the volatility of international markets and the potential
  for reduction in world economic growth.

43

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Impact of Inflation

Inflation impacts the Banks results of operations. Although Chilean inflation has moderated in recent years, Chile has experienced high levels of inflation in
the past. High levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on our business, financial condition and results of operations. In 2005, inflation reached 3.7% compared to 2.4% in 2004, mainly as a
result of the recovery in internal demand and consumption and the rise in international oil prices. There can be no assurance that Chilean inflation will not change significantly from the current level. Although we currently benefit from moderate
levels of inflation in Chile due to the current structure of our assets and liabilities (i.e.,  a significant portion of our
loans are indexed to the inflation rate, but there are no corresponding features in deposit, or other funding sources that would increase the size of our funding base), there can be no assurance that our business, financial condition and result
of operations in the future will not be adversely affected by changing levels of inflation. In summary:

 UF-denominated Assets and Liabilities.The Banks assets and liabilities are denominated in Chilean nominal pesos, Unidades de Fomento (UF),
which are inflation indexed pesos, and foreign currencies. The Unidad de Fomento (UF) is revalued in
monthly cycles. On each day in the period beginning the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect   a
proportional amount of the change in the Chilean Consumer Price Index during the prior calendar month. One UF was equal to Ch$16,920.00, Ch$17,317.05 and Ch$17,974.81 at December 31, 2003, 2004 and 2005, respectively. The effect of any changes in the nominal peso
value of our UF-denominated assets and liabilities is reflected in our results of operations as an increase (or decrease, in the event of deflation) in interest revenue and expense, respectively. Our net interest revenue will be positively affected
by an inflationary environment to the extent that our average UF-denominated assets exceed our average UF-denominated liabilities. Our net interest revenue will be negatively affected by inflation in any period in which our average UF-denominated
liabilities exceed our average UF-denominated assets. Our average UF-denominated assets exceeded our average UF-denominated liabilities by Ch$1,219,507 million, Ch$1,258,606 million and Ch$1,416,266 million during the years-ended
December 31, 2003, 2004 and 2005, respectively. See Item 5D: Asset and Liability ManagementSelected Statistical InformationAverage Balance Sheets and Interest Rate
Data. The Bank generally has more UF-denominated financial assets than UF-denominated financial liabilities. In 2005, the interest gained on interest earning assets denominated
in UF increased 17.9%, in part, as a result of the increase in inflation which increased the nominal rate paid on these assets. The same is true of interest paid on interest bearing liabilities denominated in UF.
The interest paid on these liabilities increased 19.1%, in part as a result of the rise in inflation in 2005 versus 2004. Changes in balances of assets and liabilities denominated in UFs also affect the level of interest earned and paid over these
items.

Inflation sensitive income
      
      2004
      
      2005
      
      % Change(In million of constant Chilean pesos
December 31, 2005)Interest gained on UF assets
      
      395,030
      
      
      465,883
      
      
      17.9
      %Interest paid on UF liabilities
      
      (207,780
      )
      
      (247,447
      )
      
      19.1
      %Net Gain
      
      187,250
      
      
      218,436
      
      
      16.7
      %


- Peso-denominated Assets and Liabilities.Rates of interest prevailing in Chile during any period reflect in significant
part the rate of inflation during the period and expectations of future inflation. The responsiveness to such prevailing rates of our peso-denominated interest earning assets and interest bearing liabilities varies.See Item 5B: Operating Results Interest Rates.We maintain a substantial amount of non interest bearing peso-denominated demand deposits. Because such deposits are not sensitive to inflation, any decline in the rate of inflation adversely affects our net interest margin on inflation-indexed assets funded with such
deposits and any increase in the rate of inflation increases the net interest margin on such assets. The ratio of such demand deposits to average interest earning inflation-indexed assets was 16.4%, 16.6% and 16.4% as of December 31, 2003, 2004 and
2005, respectively.
- Price level restatement.Chilean GAAP requires that financial statements be restated to reflect the full effects of loss
in the purchasing power of the Chilean peso on the financial position and results of operations of reporting entities. The Bank
must adjust its capital, fixed assets and other non-financial assets for  variations in price levels. Since the Banks capital is generally larger than the sum of fixed and other non-financial assets, when
inflation is positive the Bank records a loss from price level restatement. In 2005 the loss from price level restatement totaled a loss of Ch$18,140 million compared to a loss
of Ch$12,417 million in 2004.

Interest Rates

Interest rates earned and paid on our assets and liabilities reflect, to a certain degree, inflation, expectations regarding inflation, shifts in short-term interest
rates set by the Central Bank and movements in long-term real rates. The Central Bank manages short-term interest rates based on its objectives of balancing low inflation and economic growth. Because our

44

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liabilities generally reprice faster than our assets, changes in the rate of inflation or short-term rates in the economy are reflected in the rates of interest paid by us on our liabilities
before such changes are reflected in the rates of interest earned by us on our assets. Therefore, when short-term interest rates fall, our net interest margin is positively impacted, but when short-term rates increase, our interest margin is
negatively affected. At the same time, our net interest margin tends to be adversely affected in the short term by a decrease in inflation since generally our UF-denominated assets exceed our UF-denominated liabilities. See Item 5B: Operating ResultsImpact of
InflationPeso denominated Assets and Liabilities. An increase in long-term rates
also has a positive effect on our net interest margin, because our interest-earning assets generally have longer tenors than our interest-bearing liabilities. In addition, because our peso-denominated liabilities have relatively short repricing
periods, they are generally more responsive to changes in inflation or short-term rates than our UF-denominated liabilities. As a result, during periods when current inflation or expected inflation exceeds the previous months inflation,
customers often switch funds from UF-denominated deposits to more expensive peso-denominated deposits, thereby adversely affecting our net interest margin.

Foreign Exchange Fluctuations

The Chilean governments economic policies and any future changes in the value of the Chilean peso against the U.S. dollar could adversely affect our financial
condition and results of operations. The Chilean peso has been subject to significant devaluation in the past, including a decrease of 14.7% in 2001 and 8.6% in 2002, and may be subject to significant fluctuations in the future. In 2004 and 2005 the
Chilean peso appreciated 6.6% and 8.1% against the dollar, respectively. See Item 3A: Selected Financial DataExchange Rates. A significant portion of our assets and liabilities are denominated in foreign currencies, principally the U.S. dollar, and we historically have maintained and may continue to maintain material gaps between the
balances of such assets and liabilities. Because such assets and liabilities, as well as interest earned or paid on such assets and liabilities, and gains and losses realized upon the sale of such assets, are translated to Chilean pesos in preparing
our financial statements, our reported income is affected by changes in the value of the Chilean peso with respect to foreign currencies (principally the U.S. dollar).

The regulations of the Central Bank do not permit the difference, whether positive or negative, between a bank's assets and liabilities denominated in any foreign currency (including assets and liabilities denominated in U.S.
dollars but payable in pesos, as well as those denominated in pesos and the variation of the U.S. dollar exchange rate) to exceed 20% of the bank's paid-in capital and reserves. *Provided* that if the balance of such assets exceeds the balance of such liabilities, the difference may exceed 20% of such capital and reserves in an amount not to exceed the bank's allowances
and reserves denominated in such foreign currency (excluding profits to be remitted abroad). In the years ended December 31, 2003, 2004 and 2005, the gap between foreign currency denominated assets and foreign currency denominated liabilities, including forward contracts, was Ch$62,430 million, Ch$(35,767) million and Ch$(6,
269) million, respectively. The Bank also uses a sensitivity analysis to limit the potential loss in fluctuations of US interest rates on interest income and a VaR model to limit foreign currency trading risk ( *See Item 11: Quantitative and Qualitative Disclosure of Market Risk*).

*Foreign currency indexed interest earning assets and interest bearing liabilities.*The gain or loss in book value of dollar indexed interest earning assets and liabilities is recorded as interest income and expense. Accordingly, an appreciation of the peso
 may result in a negative nominal or real rate earned or paid over these assets and liabilities. In 2004 and 2005, the appreciation of the peso was lower than the average increase in stated interest rates, resulting in a positive nominal rate in the period. As a result, on December 31, 2005, the average nominal rate earned on dollar assets reached 2.3%, but
the average real rate earned was negative 9.2%, reflecting a loss in book value of assets indexed to the US dollar. In 2004 the nominal rate paid earned on dollar assets reached 1.7% and the real rate earned was negative 7.3%.

*Foreign exchange transactions*. The income statement also includes an item called foreign exchange transactions. This includes net gain or loss in the book value of assets and liabilities denominated in foreign currency (and does not include any gain or loss in the book value of
assets or liabilities indexed to a foreign currency of which is included in net interest income). This line also includes the financial results of foreign currency forward contracts. Since the foreign currency gap between assets and liabilities denominated in foreign currencies is limited by Central Bank regulation and our internal policies, the results from foreign
exchange transactions are mainly the results of our hedging transactions. The net gain from foreign exchange transactions was Ch$2,684 million in 2005, Ch$7,915 million in 2004 and Ch$161,363 million in 2003.

Results of Operations for the Years Ended December 31, 2003, 2004 and 2005

The following discussion is based upon and should be read in conjunction with the Audited Consolidated Financial Statements. The Audited Consolidated Financial
Statements have been prepared in accordance with Chilean GAAP (including the rules of the Superintendency of Banks relating thereto), which differ in certain significant respects from U.S. GAAP.Note 27 to the Audited Consolidated Financial Statementsdescribes the principal differences between Chilean GAAP and U.S. GAAP and includes a reconciliation to U.S. GAAP
of our net income for the years ended December 31, 2003, 2004 and 2005 and of our shareholders equity at December 31, 2004 and 2005. The Audited Consolidated Financial Statements

45

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have been restated in constant Chilean pesos of December 31, 2005.See Note 1(c) to the Audited Consolidated Financial
Statements.

Introduction

The following table sets forth the principal components of our net income for the years ended December 31, 2003, 2004 and 2005.

|                                                            |  | For the year-ended December 31,                               |   | % Change                        
|----------------------------------------------------------- |  | ------------------------------------------------------------- | - | --------------------------------
|                                                            |  |                                                               |   |                                 
|                                                            |  | 2003                                                          |   | 2004                            
|                                                            |  |                                                               |   |                                 
|                                                            |  | (in
    millions of constant Ch$ as of
    December 31, 2005) |   | (in
    thousands
    of US$)(1)
|CONSOLIDATED INCOME STATEMENT DATA                          |  |                                                               |   |                                 
|Chilean GAAP:                                               |  |                                                               |   |                                 
|Interest income and expense                                 |  |                                                               |   |                                 
|Interest revenue                                            |  | 651,540                                                       |   |                                 
|Interest expense                                            |  | (330,119                                                      | ) |                                 
|                                                            |  |                                                               |   |                                 
|Net interest revenue                                        |  | 321,421                                                       |   |                                 
|                                                            |  |                                                               |   |                                 
|Provision for loan losses                                   |  | (71,592                                                       | ) |                                 
|                                                            |  |                                                               |   |                                 
|Fees and income from services                               |  |                                                               |   |                                 
|Fees and other services income                              |  | 145,491                                                       |   |                                 
|Other services expense                                      |  | (26,729                                                       | ) |                                 
|                                                            |  |                                                               |   |                                 
|Total
              fees and income from services, net      |  | 118,762                                                       |   |                                 
|                                                            |  |                                                               |   |                                 
|Other operating income, net                                 |  |                                                               |   |                                 
|Net
      gain (loss) from trading and brokerage            |  | 29,153                                                        |   |                                 
|Foreign exchange transactions, net                          |  | 161,363                                                       |   |                                 
|Others, net                                                 |  | (21,143                                                       | ) |                                 
|                                                            |  |                                                               |   |                                 
|Total other operating income, net                           |  | 169,373                                                       |   |                                 
|                                                            |  |                                                               |   |                                 
|Other income and expenses                                   |  |                                                               |   |                                 
|Non-operating income, net                                   |  | 530                                                           |   |                                 
|Income
      attributable to investments in other companies |  | 1,772                                                         |   |                                 
|Losses attributable to minority interest                    |  | (170                                                          | ) |                                 
|                                                            |  |                                                               |   |                                 
|Total other income and expenses                             |  | 2,132                                                         |   |                                 
|                                                            |  |                                                               |   |                                 
|Operating expenses                                          |  |                                                               |   |                                 
|Personnel salaries and expenses                             |  | (133,973                                                      | ) |                                 
|Administrative and other expenses                           |  | (89,128                                                       | ) |                                 
|Depreciation and amortization                               |  | (42,648                                                       | ) |                                 
|                                                            |  |                                                               |   |                                 
|Total operating expenses                                    |  | (265,749                                                      | ) |                                 
|                                                            |  |                                                               |   |                                 
|Loss from price-level restatement                           |  | (8,179                                                        | ) |                                 
|                                                            |  |                                                               |   |                                 
|Income before income taxes                                  |  | 266,168                                                       |   |                                 
|Income taxes                                                |  | (46,382                                                       | ) |                                 
|                                                            |  |                                                               |   |                                 
|Net income                                                  |  | 219,786                                                       |   |                                 
|                                                            |  |                                                               |   |                                 

---

|(1) | Amounts stated in US dollars as of and for the year ended December 31, 2005 have been translated from Chilean pesos at the exchange rate of Ch$514.21 = US$1.00 as of December 31, 2005.See Item 3A: Selected Financial Data Exchange Ratesfor more information on the observed exchange
rate.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*2004 and 2005*. Net income for the year ended December 31, 2005 increased 16.4% to Ch$239,710 million
compared to net income of Ch$205,991 million in 2004. This increase was mainly due to a 12.5% increase in net interest revenue, a 24.1% decline in provisions for loan losses and a 9.8% increase in fee income. Net interest revenue, net of related hedging
transactions recorded under Foreign exchange transactions, net, increased 11.2% in 2005 compared to 2004. Our net interest margin for 2005, net of such hedging transactions, improved to 4.7% in 2005 compared to 4.5% in 2004. In 2005 the positive economic environment led to higher loan growth and banking activity in general which fueled the
increases of Ch$60,590 million in net interest revenue and the Ch$12,353 million in net fee income. At the same time the quality of the Bank's loan portfolio improved leading to
 a Ch$20,145 million decrease in provision expense mainly due to an improvement in economic conditions.

The results were partially offset by the 77.9% decrease in net gains from trading and brokerage activities which mainly reflects variations in the market value of our debt
securities portfolios resulting from interest rate movements. In 2004 the Bank benefited from an important decline in long-term rates which was much more subdued in 2005 leading to a Ch$29,539

46

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million drop in gains from trading and brokerage activities. Net non-operating losses also increased Ch$17,262 million or 410.4% in 2005 compared to 2004 because
results in 2004 included a one-time gain of Ch$22,614 million from the sale of our Santiago Express division to Empresas París. Operating expenses in 2005 increased 0.4% or Ch$1,064 million and the efficiency ratio, operating expenses
divided by operating income, improved to 41.5% in 2005 from 44.0% in 2004.

*2003 and 2004*. Net income for the year-ended December 31, 2004 decreased 6.3% compared to the same period in 2003. This decrease was principally attributable
 to the 87.9% decrease in net other operating income, the 16.9% increase in provisions for loan losses and the 12.2% increase in administrative and other expenses in 2004. The increase in the provision for loan losses was mainly due to the reversal of voluntary loan loss reserves in 2003 and a 16.3% increase in charge-offs in 2004
 compared to 2003. The rise in charge-offs was mainly due to the growth of the consumer loan portfolio and the implementation at the beginning of this year of a new loan classification system mandated by the Superintendency of Banks. Net income was also adversely affected by an increase in charge-offs of foreclosed property and a rise in
provisions for contingencies, both of which ar
e recorded under non-operating income, net. This was offset by the gain from the sale of our Santiago Express division to Empresas París. Net income was also positively affected by an increase in the net gains from trading and investment activities, which reflected increases in the market value of our debt securities portfolios
 resulting from the continuing decline in interest rates. Net income in the 2004 period also benefited from an increase in recoveries of loans previously written off, which was mainly due to an increased stock of written-off loans and improved economic conditions in Chile. Net interest revenue, net of related hedging transactions recorded
 under Foreign Exchange transactions, net, increased 2.2% in 2004 compared to 2003. Our net interest margin for 2004, net of such hedging transactions, remained flat at 4.5% in 2004 compared to the 2003 period. Fee income increased 6.1% in the same period.

Net interest revenue

|                                             |  | Year Ended December 31,                                                           |   | % Change
|-------------------------------------------- |  | --------------------------------------------------------------------------------- | - | --------
|                                             |  |                                                                                   |   |         
|                                             |  | 2003                                                                              |   | 2004    
|                                             |  |                                                                                   |   |         
|                                             |  | (in
        millions of constant Ch$ as of December 31, 2005, except percentages)
|Interest revenue                             |  | 651,540                                                                           |   |         
|Interest expense                             |  | (330,119                                                                          | ) |         
|                                             |  |                                                                                   |   |         
|Net interest revenue                         |  | 321,421                                                                           |   |         
|                                             |  |                                                                                   |   |         
|Average interest earning assets              |  | 10,768,109                                                                        |   |         
|Average non-interest bearing demand deposits |  | 1,769,930                                                                         |   |         
|Net interest margin(1)                       |  | 3.0                                                                               | % |         
|Adjusted net interest margin(2)              |  | 4.5                                                                               | % |         
|Average shareholders equity and average     |  |                                                                                   |   |         
|demand deposits to total average earning     |  |                                                                                   |   |         
|assets                                       |  | 25.7                                                                              | % |         

---

|(1) | Net interest margin is net interest revenue divided by average interest earning assets.                   
|--- | ----------------------------------------------------------------------------------------------------------
|(2) | For a reconciliation of this non-GAAP measure, see Reconciliation of non-GAAP measures in Item 5G below.

2004 and 2005.Net interest revenue for the year-ended December 31, 2005 increased 12.5% in 2005
mainly as a result of the 6.1% increase in average interest-earning assets and an increase in our net interest margin from 4.4% in 2004 to 4.7% in 2005.

Adjusted net interest margin including results of forward contracts reached 4.7% in 2005 compared to 4.5% in 2004. Pursuant to Chilean GAAP, Santander-Chile must include as net
 interest income the gain or loss in book value of dollar-indexed interest-earning assets and liabilities. Therefore, an appreciation of the peso, as occurred in 2003, 2004 and 2005 affects net interest revenue and net interest margins. In the year-ended December 31, 2005, the average nominal rate earned on dollar assets was 2.3% and the average real rate was negative 9.2%, reflecting the loss in book
 value of assets indexed to the US dollar. Pursuant to Chilean GAAP, the Bank must report the results of forward contracts that hedge foreign currencies as foreign currency transactions in the income statement. Because the foreign currency gap is limited by Central Bank regulation and our internal policies, the results from foreign exchange transactions are
 mainly the results of our hedging transactions. The accounting asymmetry produced by incorporating the changes in book value of dollar-indexed assets and liabilities as net interest revenue and the financial results of forward contracts as financial exchange transactions results in a presentation that is not reflective of our underlying business, especially during periods when the exchange rate is highly volatile and,
therefore, for analysis purposes only, we add foreign exchange transactions to net interest revenue.

The principal factors positively affecting our net interest margin were the change in asset mix and the higher inflation rate. Total average loans in 2005 increased 23.6% compared to a 6.1% increase in interest-earning assets. Average loans in 2005 represented 64.4% of interest-earning assets
 compared to 55.3% in 2004. The average nominal rate paid on loans was 10.4% compared to 8.5% for average interest earning assets as a whole.

47

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Period end loans increased 13.6% in 2005 compared to 2004, led by a 24.4% increase in consumer loans, an 11.9% increase in general commercial loans, mainly reflecting an
increase in lending to small and mid-sized companies, and a 23.3% increase in residential mortgage loans. The amount of mortgage loans appearing on our balance sheet, which only includes commercial and residential mortgage loans funded with mortgage bonds, decreased 33.5% .
Residential and commercial mortgage lending funded through general borrowings are classified as other loans. The following table shows the breakdown of residential mortgage loans into those funded with mortgage bonds and those funded through general funding, and the total growth of this loan product, which was a key area of growth in 2005. This also reflects a change in funding strategy in 2005 away from mortgage bonds in order to increase the spread of mortgage lending.

Interest Earning Assets
      Year-end December 31,
      %Change(Ch$ million)
      2004
      2005
      Dec. 2005/2004Residential mortgage
    loans funded throughmortgage
    bonds (1)
      600,314
      414,070
      (31.0%)Residential mortgage loans funded through
    general borrowing
    (2)
      1,252,614
      1,871,055
      49.4%Total loans
      1,852,928
      2,285,125
      23.3%


(1)
      Included as mortgage loans on our balance sheet.(2)
      Included as other loans on our balance sheet.


At the same time the higher inflation rate in 2005 compared to 2004 also helped to boost the net interest margin. In 2005 inflation reached 3.7% compared to 2.4% in 2004. Our average UF-denominated assets exceeded our average UF-denominated liabilities by Ch$1,416,266 million in 2005, compared to
Ch$1,258,606 million in 2004. This 12.5% rise in the average UF gap combined with a higher inflation had a positive effect on the net interest margin.See Item 5B: Operating Results Impact of Inflation.

The principal factors negatively affecting the net interest margin were the rise in short-term interest rates and the lower ratio of non-interest-bearing demand deposits and shareholders equity to interest-earning assets. As interest-bearing liabilities generally have shorter terms than interest-earning assets, a rise in short-term rates has a negative effect on the Banks net interest margin. The average nominal rate paid on interest-bearing liabilities increased from 4.3% in 2004 to 5.2% in 2005.
In 2005 the overnight reference rate set by the Chilean Central Bank increased 225 basis points to 4.50% in December 2005. The average 90-day Central Bank rate, a benchmark rate for deposits, increased in nominal terms from 1.75% in 2004 to 3.29% in 2005. As of December 31, 2005, the amount of our interest bearing liabilities
with a maturity of 90 days or less was greater than our interest earning assets with the same maturity by Ch$491,182 million. The main reason for this gap is that interest-bearing liabilities are mainly comprised of time deposits and short-term repurchase agreements. Average time deposits and repurchase agreements represented 66.4% of interest bearing liabilities in 2005, and 51.5% of total time deposits had a maturity of 90 days or less as of December 31, 2005.

The rise in short-term interest rate also negatively affected the funding mix. Average time deposits increased 22.0% in 2005 compared to a 4.8% increase in non-interest bearing demand deposits. Average time deposits represented 37.7% of average liabilities in 2005 compared to 33.4% in 2004. As short-term interest rates increased, so did the attractiveness of time deposits. In order to reduce the impact on margins of rising rates, the Bank increased the maturity of deposits. In 2005 16.5% of time deposits had a
maturity greater than 12 months compared to 8.8% in 2004. The ratio of average free funds (non-interest bearing liabilities and shareholders equity) as a percentage of interest bearing liabilities also decreased as a result of this rise in short-term rates from 26.0% in 2004 to 25.0% in 2005. This was partially offset by the rise in spread earned over free funds as a result of the higher inflation rates in the per
iods being compared.

2003 and 2004. Our net interest revenue for the year ended December 31, 2004 increased 51.0% from
the same period in 2003, mainly reflecting an increase in our net interest margin from 3.0% to 4.4%, which was principally due to an increase in the yield of dollar-denominated and dollar-indexed interest-earning assets. In the year-ended December
31, 2004, the nominal rate earned on dollar assets reached 1.7%, compared to negative 4.1% in the same period of 2003. In 2004, the exchange rate appreciated 6.6% compared to 15.9% in 2003. The gain or loss in book value of dollar-indexed interest-earning
assets is recorded as interest income, and  an appreciation of the peso may therefore result in a negative nominal or real rate earned over these assets. In 2003, the aforementioned negative nominal rate resulted from  appreciation of the peso in that
period at a rate that exceeded the average nominal interest rate on dollar-denominated or indexed interest-earning assets. In 2004, the rate of appreciation of the peso was lower than the average nominal rate resulting in a positive nominal rate and higher yield earned on dollar denominated and dollar indexed interest-earning assets. The gain or loss in book value of such assets due to exchange rate movements is recorded as interest income.

The effects of foreign exchange movements are largely eliminated if the results of our foreign exchange hedging transactions are considered. These transactions are
entered into to hedge foreign currency exposure arising from our dollar-denominated or dollar-indexed assets and liabilities, but the results of these hedging operations are included in foreign exchange transactions. After hedging transactions, our
adjusted net interest margin was essentially flat in the 2003 and 2004 period at 4.5% .

The principal  factor negatively affecting our net interest margin was the lower interest rate environment, which, together with continued competition in the lending
markets, put pressure on spreads. The average 90-day Central Bank rate, a benchmark rate for deposits and loans expressed in nominal terms, decreased from 2.77% in 2003 to 1.75% in 2004. As a result the nominal rate earned on the Banks
interest earning assets nominally denominated in  Chilean pesos declined from 12.6% in 2003 to 11.2% in 2004.

The most significant  factor
  positively affecting net interest margin in 2004 was the higher inflation rate in 2004 compared to 2003. Inflation as measured by the Chilean Consumer Price Iindex  in 2004 reached 2.4% from 1.1% in 2003. This rise in inflation has a positive impact on net interest margins as the Bank has more inflation-indexed assets than
  liabilities and, therefore, a rise in the rate of inflation has a positive impact on the net interest margin. In 2004 the nominal rate earned over inflation adjusted assets increased to 7.8% from 6.9% in 2003.

48

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The lower interest rate environment also lowered funding costs of interest bearing deposits denominated in nominal Chilean pesos in 2004. The nominal rate paid on
nominally (non-indexed) peso-denominated interest-bearing time deposits decreased 90 basis points to 2.7% in 2004 compared to 2003. The majority of these time deposits have a maturity of 90 days or less, and  the cost of these funds therefore varies directly corresponding to
short-term interest rates. As a result, in 2004 the real rate paid on nominally peso-denominated time deposits fell 240 basis points to 0.2% and the real rate paid on inflation-indexed time deposits fell 80 basis points  to 1.8%. Time deposits continue to be the
main source of funding. Time deposits represented 33.4% of total average liabilities in 2004 compared to 34.2% in 2003, reflecting the higher growth of cheaper non-interest bearing liabilities to fund asset expansion.

Our margins also benefited from an improvement of our funding mix in 2004 as a result of an increase in our non-interest-bearing liabilities. At December 31, 2004, our ratio of average non-interest-bearing demand deposits and
equity to average interest-earning assets reached 26.0%, compared to 25.7% in the same period of 2003. We believe that the increase was due in part to increased use of cash management services by our corporate clients, which resulted in growth in non-interest-bearing demand deposits. In addition, the current low interest rate
environment led retail customers to prefer readily-available funds
deposited in checking accounts rather than low-yielding time deposits.

The improvement of our asset mix, through an increased percentage of loans, also helped to minimize the negative impacts on our net interest margin of increased competition and lower rates. Average interest-earning assets in 2004 increased 1.4% compared to 2003. Meanwhile, the average balance of loans increased 3.8% in the same period. The average balance of loans to total interest-earning
assets increased from 54.0% in 2003 to 55.3% in 2004. The balance of total loans in 2004 increased 10.4%, with higher yielding consumer loans, excluding lines of credit, increasing 13.3% in the same period. Demand for consumer financing loans increased as a result of prevailing lower interest rates and lower unemployment. Total commercial loans, excluding lines of credit, increased
16.8%, led by a 22.4% increase in loans to higher yielding small and mid-sized companies.

Provision for loan losses

As of January 1, 2004, the new loan loss allowance regulations set by the Superintendency of Banks came into effect. For purposes of these new classifications, loans
are divided into: (i) consumer loans (including loans granted to individuals for the purpose of financing the acquisition of consumer goods or payment of services); (ii) residential mortgage loans (including loans granted to individuals for the
acquisition, construction or repair of residential real estate, in which the value of the property covers at least 100% of the amount of the loan); and (iii) commercial loans (includes all loans other than consumer loans and residential mortgage loans). See Item 5D: Asset and Liability
ManagementLoan PortfolioClassification of Loan Portfolio and Item 5D: Asset and Liability ManagementLoan Loss Allowances.  In accordance with these regulations, the models and methods used to classify our loan portfolio must follow the guiding principles established by the
Superintendency of Banks and the Bank.

For statistical information with respect to our substandard loans and reserves for probable loan losses, see Item 5D: Asset and Liability ManagementLoan Loss ProvisionsAnalysis of Substandard Loans and Amounts Past Due and Item 5D: Asset and Liability ManagementLoan Loss ProvisionsAnalysis of Loan Loss
Provisions, as well as Note 7 to the Audited Consolidated Financial Statements. The amount of provision charged to income in any period consists of net provisions established for
possible loan losses, net provisions made with respect to real estate acquired upon foreclosure and charge-offs against income (equal to the portion of loans charged off that is not allocated to a required reserve at the time of charge off).

2004 and 2005.Provisions for loan losses totaled Ch$63,532 million in the year ended
December 31, 2005, a decrease of 24.1% compared to 2004. The growth of the Chilean economy has led to an improvement in asset quality indicators which in turn resulted in a lower provision expense in the year. Past due loans as of year-end 2005
decreased 21.6% from year-end 2004.Past due loans as a percentage of total loans decreased from 1.52% as of year-end
2004 to 1.05% as of year-end 2005. Substandard loans as of year-end 2005 decreased by 19.9% to Ch$265,902 million. The coverage ratio (loan loss allowance as a percentage of past due loans) improved to 138.8% at year-end 2005 from 132.2% as of
year-end 2004.

Charge-offs in 2005 totaled Ch$136,773 million, increasing 10.5% in the twelve month period ended December 31, 2005 compared to the same period of 2004, mainly as
a result of an increase in charge-off of commercial loans that had been previously restructured and that bear no interestSee Item5D: Asset and Liability Management – Analysis of Loan Loss Allowances and Item5:
Classification of Loan Portfolio Based on the Borrowers Payment Performance). These loans were already classified as D2 and were 90%

49

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provisioned for. Therefore, this increase in charge-offs was offset by the subsequent release of provisions previously set aside for these loans.

We expect provisions for loan losses to increase in future periods in line with overall growth of our loan portfolio and our increased lending to small companies and
individuals. See Risk FactorsRisks Associated with our BusinessOur exposure to individuals and small businesses could lead to higher levels of past due loans and subsequent write-offs and Risk FactorsRisks
Associated with our Business The growth of our loan portfolio may expose us to increased loan losses.

2003 and 2004. In the year-ended December 31, 2004, provisions for loan losses increased 16.9% and charge-offs in the period grew 16.3% from 2003. This rise in charge-offs was mainly due to the increase in loans, especially consumer lending which involves a higher risk and according to the guidelines of the
Superintendency of Banks must be completely charged-off after 180 days past due. The rise in charge-offs was also due in part to the implementation at the beginning of the year of a new loan classification system mandated by the Superintendency of
Banks, which among other things, required banks to reclassify overdraft lines of credit for individuals from Other loans to Consumer loans, thus placing these loans under the charge-off policy established for consumer lending.

Past due loans as of year-end 2004 decreased 24.8% from year-end 2003, principally due to improved economic conditions in Chile and high levels of charge-offs
resulting from the reclassification of lines of credit.As a result of this decrease in past due loans, the coverage
ratio (loan loss allowance as a percentage of past due loans) improved to 132.2% at year-end 2004 from 98.9% as of year-end 2003. Past due loans as a percentage of total loans decreased from 2.23% as of year-end 2003 to 1.52% as of year-end 2004. Substandard loans
as of year-end 2004 increased by 14.5%, principally due to application of the new Superintendency of Banks classification system, which classifies as substandard loans with required allowance levels that would not have resulted in a
substandard classification under the old system. Loan loss allowance as a percentage of substandard loans declined from 61.7% as of year-end 2003 to 54.2% as of year-end 2004.

Fee income

The following table sets forth certain components of our income from services (net of fees paid to third parties directly connected to providing those services,
principally fees relating to credit card processing and ATM network administration) in the years ended December 31, 2003, 2004 and 2005.

|                                                                       |  | Year ended December 31,                            |  | % Change |  | % Change
|---------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------- |  | --------
|                                                                       |  | in million of constant Ch$ as of December 31, 2005
|                                                                       |  | 2003                                               |  | 2004     |  | 2005    
|                                                                       |  |                                                    |  |          |  |         
|Checking accounts & lines
of credit                                    |  | 38,709                                             |  | 34,666   |  | 41,547  
|Collection and administration
of insurance policies                    |  | 12,991                                             |  | 17,327   |  | 20,170  
|Mutual fund services                                                   |  | 13,488                                             |  | 18,691   |  | 18,875  
|Credit cards(1)                                                        |  | 15,469                                             |  | 13,186   |  | 13,824  
|Automatic teller cards (2)                                             |  | 11,573                                             |  | 12,751   |  | 13,571  
|Insurance brokerage                                                    |  | 5,126                                              |  | 6,648    |  | 8,231   
|Sales and purchase of foreign currencies                               |  | 5,310                                              |  | 5,162    |  | 6,481   
|Payment agency services                                                |  | 6,555                                              |  | 4,100    |  | 2,821   
|Letters of credit, guarantees, pledges and other contingent operations |  | 3,474                                              |  | 4,728    |  | 2,757   
|Underwriting                                                           |  | 3,803                                              |  | 6,191    |  | 2,333   
|Stock brokerage                                                        |  | 1,162                                              |  | 1,385    |  | 1,619   
|Office banking                                                         |  | -                                                  |  | -        |  | 1,351   
|Custody and trust services                                             |  | 570                                                |  | 578      |  | 638     
|Bank drafts and fund transfers                                         |  | 252                                                |  | 256      |  | 253     
|Saving accounts                                                        |  | 763                                                |  | 255      |  | 239     
|Other                                                                  |  | (483)                                              |  | 89       |  | 3,656   
|Total                                                                  |  | 118,762                                            |  | 126,013  |  | 138,366 
|                                                                       |  |                                                    |  |          |  |         

---

|(1) | Net of payments to Transbank in respect of credit card purchase processing expenses.
|--- | ------------------------------------------------------------------------------------
|(2) | Net of payments to REDBANC in respect of ATM transaction processing expenses.       
|   

50

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2004 and 2005

In 2005 total fee income increased 9.8% to Ch$138,366 million. The positive economic environment led to a rise in the usage and penetration of bank products in
2005. Fees from checking accounts and lines of credit increased 19.8% mainly a result of a rise in the fee charged for lines of credit and greater usage and opening of lines of credits on behalf of checking account holders. These products are sold
together and, therefore, are being analyzed as a single product (See Item 5G. Reconciliation of Non-GAAP Measures).

Insurance brokerage fees went up 23.8% mainly as a result of an industry wide expansion of insurance brokerage as banks have successfully introduced simple and
low cost insurance products to the market. The 6.4% rise in ATM fees was mainly driven by the rise of ATMs installed by the Bank that increased 19.5% in 2005 to 1,422 tellers. This was offset in part by the US$2 million one-time fee earned in
2004 as a result of the strategic alliance signed between the Bank and Empresas París in December 2004. Excluding this item, ATM fees increased 17.1% in line with the increase of ATMs in the period.

Other fees increased by 4,008% mainly due to a Ch$2,102 million in fees paid to the Bank in connection with financial advisory services provided to a
companies.

Fees from our mutual fund asset management subsidiary increased 1.0% . Total assets under management increased 4.7% in 2005 compared to 2004 to Ch$1,507,312
million (US$2,931 million). In 2005 the Bank launched 12 new funds. The inflow to these new funds offset a reduction in amount managed in fixed income funds as money flowed away from these funds toward bank deposits.

The growth in fees was offset by a 41.7% decrease in fees from letters of credit, guarantees, pledges and other contingent operations in line with the decline in low
yielding contingent loans. Underwriting fees decreased 62.3% mainly due to lower corporate bond issuances in 2005 compared to 2004. Payment agency service fees declined 31.2% in 2005 compared to 2004. These charges are mainly related to collection
services the Bank performs on behalf of corporate customers. These services are increasingly being performed through our internet banking services. Fees charged for Office Banking, which is internet banking service for companies, totaled
Ch$1,351 million in 2005 compared to no significant income in previous years.

2003 and 2004.

Fee income for the year ended December 31, 2004 increased 6.1% from the same period in 2003. The overall rise in fee income was due to an increase in fees from
various business lines. Fees from underwriting increased 62.8% in 2004 compared to 2003 as a result of growth of non-lending activities in wholesale banking and the strength of our corporate finance division. The low interest rate environment and
the recovery of the economy also led to a greater demand on behalf of corporate clients for issuing bonds in the market. Fees for insurance brokerage and mutual fund services sold by our subsidiaries were substantially higher in 2004 period
compared to  2003. The 38.6% rise in mutual fund fees is directly related to a 30.8% increase in assets under management as of December 31, 2004. We believe that the increase in mutual fund fees was primarily attributable to the low
interest rate environment in Chile in 2004, which made the rate of return on our mutual funds more attractive for our clients than deposit accounts. We believe that we could experience a decrease in mutual fund fees if interest rates were to
increase in the future. Fees from insurance brokerage increased 29.7% in the year-ended December 31, 2004 compared to the same period of 2003, reflecting our introduction of new products and marketing campaigns.

The rise in fee income from these products was offset in part by decreases in fee income from checking accounts and lines of credit and from credit card and payment agency
services. The 10.4% decrease in fee income from checking accounts and lines of credit and from credit cards was mainly due to a decrease in the average number of accounts resulting from customer service challenges. These challenges arose in connection with integration of
the operations of Old Santander-Chile and Santiago and from our current promotional policy, which was adopted in 2004, of waiving certain checking account fees as an incentive to increase the client base and promote increased product usage. As a
result of this promotional policy, our customer base has begun to rebound. The total number of checking accounts in retail banking has risen 13.4% between year-end 2003 and year-end 2004. The decrease in fees from payment agency services mainly
reflects the sale of our subsidiary Cobranzas y Recaudaciones Limitada(C y R) in October 2003.

Fee income
    in 2004 also included a US$2 million fee paid by Empresas París to the Bank in connection with the strategic alliance signed by these
  two companies which included both the sale of the Santiago Express Division to Empresas París and the payment of a fee for access on behalf of future Banco París card holders to the Banks
  ATM network. Excluding this fee, fees from ATMs increased 0.6% in 2004 compared
  to 2003.

51

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Other operating income (expenses), net

The following table sets forth information regarding our Other operating income (expenses), net in the years ended December 31, 2003, 2004 and 2005.

|                                          |  | Year ended December 31,                                                   |   | % Change |         | % Change
|----------------------------------------- |  | ------------------------------------------------------------------------- | - | -------- | ------- | --------
|                                          |  |                                                                           |   |          |         |         
|                                          |  | 2003                                                                      |   | 2004     |         | 2005    
|                                          |  |                                                                           |   |          |         |         
|                                          |  | (in millions of constant Ch$ as of December 31, 2005, except percentages)
|Net gains from trading and mark-to-market |  | 29,153                                                                    |   |          | 37,943  |         
|Foreign exchange transactions, net        |  | 161,363                                                                   |   |          | 7,915   |         
|Other operating losses, net               |  | (21,143                                                                   | ) |          | (25,302 | )       
|Total other operating income              |  | 169,373                                                                   |   |          | 20,556  |         
|                                          |  |                                                                           |   |          |         |         

*2004 and 2005.*
Other operating income, net totaled a loss of Ch$12,514 million in 2005 compared to a gain of Ch$20,556 million in 2004. This was mainly due to the 77.9% decline in net gains from trading and mark-to-market. These lower gains reflect the movement of long-term local interest rates in 2005 compared to 2004. In the first 9 months of the year strong liquidity in the Chilean financial systems dampened long-term yields, resulting in important mark-to-market gains. As the economy strengthened and as inflation continued to rise, this trend reversed sharply in the last quarter of the year, reversing a substantial portion of the gains recorded to that point in the year. As of December 31, 2004 the market rate of the 10 year Central Bank bond in real terms was 3.29%. As of September 30, 2005 the yield on this same instrument had declined to 2.43%, but by December 31, 2005 it recovered to 3.29%. In 2004, the 10-year Chilean Central Bank bond was yielding 3.23%, down 104
basis points from year-end 2003.

Foreign exchange transactions, net in 2005 decreased 66.1% from 2004, to Ch$2,684 million. This line item includes the net gain or loss in book value of assets and liabilities denominated in foreign currency, excluding the gain or loss in book value of assets or liabilities indexed to a foreign currency that is included as net interest income. This line also includes the financial results of foreign currency trading and foreign currency forward contracts. The Bank usually enters forward exchange transactions in order to avoid material exchange rate mismatches. Since the foreign currency gap is limited by Central Bank regulation and our internal policies (*See Item 11: Quantitative and Qualitative Disclosures about Market Risk*), the results from foreign exchange transactions are mainly the results of our hedging transactions. The accounting asymmetry produced by incorporating the changes in book value of dollar
indexed assets and liabilities as net interest revenue and the financial results of forward contracts as financial exchange transactions results in a presentation that is not reflective of our underlying business and therefore, for analysis purposes only, we add foreign exchange transactions to net interest revenue.

Other operating losses, net decreased 6.7% in 2005 compared to 2004, totaling a loss of Ch$23,602 million. This decrease was mainly due to the 20.9% decrease in
commissions paid to our external sales force which totaled Ch$16,869 million in 2005. This decrease was mainly due to the fact that in 2004 sales force expenses included the recognition of Ch$4,087 million in one-time sales force expenses as
a result of the sale of the Santiago Express Division to Empresas París. Expenses on assets received in lieu of payment also decreased 84.4% in 2005 compared to 2004. This was offset by a 16.6% decline in income from the sale of repossessed
assets and a rise in other expenses related to our credit card business.

2003 and 2004.Other operating income, net for the year-ended December 31, 2004 decreased 87.9%
compared to the year-ended December 31, 2003, principally reflecting a 95.1% decrease in the gain from foreign exchange transactions in 2004 compared to 2003. The lower gain from foreign exchange transactions was offset in part by a 30.2% increase
in unrealized gains on financial investments and realized gains from trading. These gains reflected the increase in the value of our investment securities portfolios resulting from declining interest rates. At December 31, 2004 the 10-year Chilean
Central Bank bond was yielding 3.23% in real terms compared to 4.27% as of December 31, 2003. Net gain from trading and mark-to-market of securities in the year-ended December 31, 2004 also included a one-time gain of Ch$10,602 million arising
from the sale of a single, large substandard loan and a one-time pre-tax loss of Ch$6,537 million arising from the pre-payment of US$170 million in various senior bonds, which were issued at higher rates of interest than those currently
prevailing in the market. These bonds were replaced with lower cost funding which compensates for this one-time loss.

The 19.7% increase in the loss in other categories of other operating income, net in 2004 compared to 2003 was primarily the result of the recognition of Ch$4,087 million in sales force expenses in connection with the sale of the Santiago Express Division to Empresas París. The expenses were incurred in relation to fees earned by the sales force on sales of bank products, which are generally recognized on an accrual basis over the life of the product as other operating expenses.

52

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Other income and expenses, net

The following table sets forth information regarding our operating expenses in the years ended December 31, 2003, 2004 and 2005.

|                                                      |  | Year ended December 31,                                                   |   | % Change |        | % Change
|----------------------------------------------------- |  | ------------------------------------------------------------------------- | - | -------- | ------ | --------
|                                                      |  |                                                                           |   |          |        |         
|                                                      |  | 2003                                                                      |   | 2004     |        | 2005    
|                                                      |  |                                                                           |   |          |        |         
|                                                      |  | (in millions of constant Ch$ as of December 31, 2005, except percentages)
|Non-operating income (loss), net                      |  | 530                                                                       |   |          | (4,572 | )       
|Income attributable to investments in other companies |  | 1,772                                                                     |   |          | 556    |         
|Losses attributable to Minority interest              |  | (170                                                                      | ) |          | (190   | )       
|Total                                                 |  | 2,132                                                                     |   |          | (4,206 | )       
|                                                      |  |                                                                           |   |          |        |         

*2004 and 2005.*The net loss recorded in Other income and expenses, net increased 410.4% in 2005 compared to 2004. In 2004 the Bank recognized a one-time gain of Ch$22,614 million from the sale of our former Santiago Express Division to Empresas París. Excluding the sale, the net loss recorded in Other income and expenses, net decreased 20.0% in 2005 compared to 2004 mainly as a result of the 141.1% increase in income from the sale of repossessed assets previously charged off. This was partially offset by the 67.1% increase in provisions for other contingencies. These contingencies are mainly related to non-credit risks, including non-specific contingencies, tax contingencies and other non-credit contingencies or impairments. *See Note 17 to our Consolidated Financial Statements*.

*2003 and 2004.*Other income and expenses, net for the year-ended December 31, 2004 totaled a loss of Ch$4,206 million compared to a gain of Ch$2,132 million in this item in 2003. This reflects an increase in charge-off of assets acquired upon foreclosure. The increase in charge-offs of assets acquired upon foreclosure mainly reflects a change in Superintendency of Bank guidelines in the last quarter of 2004 regarding the charge-off of repossessed assets. Repossessed assets must be charged off if not sold twelve months after they have been repossessed. This limit can be extended by eighteen months in some cases. In 2000 the Superintendency of Bank temporarily extended this 18 month period to all assets repossessed between 1999 and 2002. In 2003 this extension period was reduced to 12 additional months for all assets repossessed in 2003. In the last quarter of 2004 the extension period was reduced to six months
for assets repossessed in 2004. We expect that in 2005 the Superintendency of Banks will eliminate this extension period and the repossessed assets will have to be charged off after 12 months. Non-operating losses, net in 2004 included an increase in provisions for contingencies which mainly reflect a billing dispute with a vendor and a probable loss due to fraud by a vendor. These losses were offset by one-time gain obtained from the sale of the Santiago Express Division to Empresas París. *See Note 17 to our Consolidated Financial Statements.*

Operating expenses

The following table sets forth information regarding our operating expenses in the years ended December 31, 2003, 2004 and 2005.

|                                |  | Year ended December 31,                                                   |   | % Change |         | % Change
|------------------------------- |  | ------------------------------------------------------------------------- | - | -------- | ------- | --------
|                                |  |                                                                           |   |          |         |         
|                                |  | 2003                                                                      |   | 2004     |         | 2005    
|                                |  |                                                                           |   |          |         |         
|                                |  | (in millions of constant Ch$ as of December 31, 2005, except percentages)
|Personnel salaries and expenses |  | 133,973                                                                   |   |          | 137,824 |         
|Administrative expenses         |  | 89,128                                                                    |   |          | 100,038 |         
|Depreciation and amortization   |  | 42,648                                                                    |   |          | 40,127  |         
|Total                           |  | 265,749                                                                   |   |          | 277,989 |         
|                                |  |                                                                           |   |          |         |         
|Efficiency ratio(1)             |  | 43.6                                                                      | % |          | 44.0    | %       

---

|(1) | The efficiency ratio is the ratio of total operating expenses to total operating revenue. Total operating revenue consists of net interest revenue, fees and income from services, net, and other
operating income, net.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

*2004 and 2005*. Operating expenses in 2005 increased 0.4% compared to 2004. The 1.0% rise in personnel expenses reflects an increase in variable compensation paid to commercial teams for reaching commercial targets. This was partially offset by the 1.7% decrease in average headcount in 2005 compared to 2004 as a result of the sale of Santiago Express. The 0.6% increase in administrative expenses reflects an increase in spending in branches and ATMs, which was partially offset by savings produced by the outsourcing of certain back office functions, such as systems management and mortgage processing, which we believe has improved productivity. We expect personnel and administrative expenses to grow at a higher pace in future periods as a result of our strategy
to expand our retail banking business. This trend was already observable in the second half of 2005.

53

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Depreciation and amortization expenses decreased 2.2% in 2005 compared to 2004. Depreciation and amortization expenses were positively affected by the completion of
the depreciation schedule of our core systems. Going forward we expect depreciation expenses to rise as the Bank continues to invest in branches and other fixed assets.

2003 and 2004.Operating expenses for the year-ended December 31, 2004 increased 4.6% over
2003, and the efficiency ratio reached 44.0% in 2004 compared to 43.6% in 2003. The increase in operating expenses was mainly due to efforts to expand our retail banking business. The increase in administrative expenses in 2004 was due in
part to the outsourcing of certain systems management functions to Altec, a wholly-owned subsidiary of Banco Santander Central Hispano, in order to save costs and improve the management of systems. As a result, certain fixed personnel costs were
eliminated and new variable costs associated with the Altec contract and recognized in administrative expenses were being incurred.

Loss from price level restatement

2004 and 2005.Losses from price level restatement totaled Ch$18,140 and increased 46.1%
compared to 2004. The higher loss from price level restatement reflected the higher inflation rate used for calculating price level restatement in the periods being analyzed (3.62% in 2005 compared to 2.35% in 2004). The Bank must adjust its
capital, fixed assets and other assets for the variations in price levels. Because our capital is larger than the sum of our fixed and other assets, price level restatement usually results in a loss and fluctuates with the inflation rate.

2003 and 2004.Loss from price level restatement for the year-ended December 31, 2004 increased
51.8% compared to the same period of 2003. The higher loss from price level restatement reflected the higher inflation rate used for calculating price level restatement in the periods being analyzed (2.35% compared to 1.05%) .

Income tax

2004 and 2005.Our income tax expense increased 4.7% to Ch$49,828 million for the year-ended
December 31, 2005 compared to the same period in 2004. This rise was mainly due to a net charge to deferred taxes of Ch$4,756 million compared to a net benefit of Ch$12,715 million in 2004. This was partially offset by a 23.7% reduction in
income tax provisions in 2005 compared to 2004. (See Note 20 of our Consolidated Financial Statements).As a result the
total income tax expenses in 2005 increased at a lower rate than the growth of pre-tax income leading to a lower effective tax rate. The Banks effective tax rate was 17.2% in the year-ended December 31, 2005, compared to 18.8% in 2004. The
statutory corporate tax rate is 17%.

2003 and 2004.Our income tax expense increased 2.6% in 2004 compared to 2003. The Banks
effective tax rate reached 18.8% in the year-ended December 31, 2004, compared to 17.4% in 2003. This increase was mainly due to the rise in provisions for contingencies described above under Other income and expenses, net, which are not
deductible from income in calculating tax, and to the increase in the statutory corporate tax rate from 16.5% in 2003 to 17% in 2004.

54

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C. Liquidity and Capital Resources

Sources of Liquidity

Santander-Chiles liquidity depends upon its (i) capital, (ii) reserves and (iii) financial investments, including investments in government securities. To
cover any liquidity shortfalls and to augment its liquidity position, Santander-Chile has established lines of credit with foreign and domestic banks and also has access to Central Bank borrowings.

The following table sets forth our contractual obligations and commercial commitments by time remaining to maturity. As of December 31, 2005, the scheduled
maturities of our contractual obligations and of other commercial commitments, including accrued interest were as follows:

|Contractual Obligations                         |  | Due within 1
    year                             |  | Due after 1
  year but
  within 3 years |  | Due after 3
  years but
  within 6 years |  | Due after 6
    years |  | Total 2005
|----------------------------------------------- |  | ------------------------------------------------- |  | --------------------------------------- |  | ---------------------------------------- |  | --------------------- |  | ----------
|                                                |  |                                                   |  |                                         |  |                                          |  |                       |  |           
|                                                |  | (in millions of constant Ch$ as of December 2005)
|Deposit and other obligations(1)                |  | 4,984,944                                         |  | 842,367                                 |  | 68,719                                   |  | 10,681                |  | 5,906,711 
|Mortgage finance bonds                          |  | 117,189                                           |  | 129,823                                 |  | 167,165                                  |  | 254,784               |  | 668,961   
|Subordinated bonds                              |  | -                                                 |  | 43,131                                  |  | -                                        |  | 342,620               |  | 385,751   
|Bonds                                           |  | 1,718                                             |  | 12,172                                  |  | 319,116                                  |  | 82,237                |  | 415,243   
|                                                |  |                                                   |  |                                         |  |                                          |  |                       |  |           
|Chilean Central Bank borrowings:                |  |                                                   |  |                                         |  |                                          |  |                       |  |           
|Credit lines for renegotiations of Loans        |  | 6,655                                             |  | -                                       |  | -                                        |  | -                     |  | 6,655     
|Other Central Bank borrowings                   |  | 173,206                                           |  | -                                       |  | -                                        |  | -                     |  | 173,206   
|                                                |  |                                                   |  |                                         |  |                                          |  |                       |  |           
|Borrowings from domestic
financial institutions |  | 2,528                                             |  | -                                       |  | -                                        |  | -                     |  | 2,528     
|Investments sold under agreements to Repurchase |  | 49,779                                            |  | -                                       |  | -                                        |  | -                     |  | 49,779    
|Foreign borrowings                              |  | 1,034,004                                         |  | 60,900                                  |  | 3,342                                    |  | -                     |  | 1,098,246 
|Other obligations                               |  | 30,341                                            |  | 6,405                                   |  | 3,811                                    |  | 1,535                 |  | 42,092    
|                                                |  |                                                   |  |                                         |  |                                          |  |                       |  |           
|Total of cash obligations                       |  | 6,400,371                                         |  | 1,094,798                               |  | 562,153                                  |  | 691,850               |  | 8,749,172 

---

|(1) | Excludes demand accounts
and saving accounts                                             
|--- | -----------------------------------------------------------------------------------------
|(2) | The Bank as of the date of the filing of this 20-F has no significant purchase obligation

Operational leases

Certain bank premises and equipment are leased under various operating leases. Future minimum rental commitments as of December 31, 2005 under non-cancelable leases are as
follows:

|                                     |  | As of December 31,
2005                          
|------------------------------------ |  | -------------------------------------------------
|                                     |  |                                                  
|                                     |  | (in millions of constant
Ch$
as of December 2005)
|                                     |  |                                                  
|Due within 1 year                    |  | 5,307                                            
|Due after 1 year but within 2 years  |  | 4,667                                            
|Due after 2 years but within 3 years |  | 3,856                                            
|Due after 3 years but within 4 years |  | 2,590                                            
|Due after 4 years but within 5 years |  | 1,180                                            
|Due after 5 years                    |  | 376                                              
|                                     |  |                                                  
|Total                                |  | 17,976                                           

55

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As of December 31, 2005, the scheduled maturities of other commercial commitments, including accrued interest, were as follows:

|Other Commercial Commitments       |  | Due within 1
    year                             |  | Due after 1
    year but
    within 3 years |  | Due after 3
    years but
    within 6 years |  | Due after 6
    years |  | Total 2005
|---------------------------------- |  | ------------------------------------------------- |  | ------------------------------------------- |  | -------------------------------------------- |  | --------------------- |  | ----------
|                                   |  |                                                   |  |                                             |  |                                              |  |                       |  |           
|                                   |  | (in millions of constant Ch$ as of December 2005)
|Letters of credit                  |  | 43,536                                            |  | 81,503                                      |  | 62,127                                       |  | -                     |  | 187,166   
|Guarantees                         |  | 481,449                                           |  | 25,517                                      |  | 831                                          |  | -                     |  | 507,797   
|Other commercial commitments       |  | 232,070                                           |  | 3,994                                       |  | 291                                          |  | -                     |  | 236,355   
|Total other commercial commitments |  | 757,055                                           |  | 111,014                                     |  | 63,249                                       |  | -                     |  | 931,318   
|                                   |  |                                                   |  |                                             |  |                                              |  |                       |  |           

Santander-Chile currently has shareholders' equity in excess of that required by all current Chilean regulatory requirements. According to the General Banking Law, a bank should have an effective equity of at least 8% of its risk-weighted assets, net of required allowances, and paid-in capital and reserves (basic capital) of at least 3% of its total assets, net of required allowances. For these purposes, the effective equity of a bank is the sum of (a) the bank's basic capital and (b) subordinated bonds issued by the bank valued at their placement price up to 50% of its basic capital; *provided* that the value of the bonds shall decrease 20% for each year that elapses during the period commencing six years prior to their maturity. The calculation of the effective equity does not include the capital contributions made to subsidiaries of the bank nor its foreign branches. The merger of Old Santander - Chile an


d
Santiago required a special regulatory preapproval of the Superintendency of Banks, which was granted on May 16, 2002. The resolution granting this preapproval imposed a mandatory minimum capital to risk-weighted assets ratio of 12% for the merged bank. This indicator was reduced to 11% by the Superindentency of Banks effective January 1, 2005. For purposes of weighing the risk of a bank's assets, the General Banking Law considers five different categories of assets, based on the nature of the issuer, the availability of funds, the nature of the assets and the existence of collateral securing such assets.ers five
different categories of assets, based on the nature of the issuer, the availability of funds, the nature of the assets and the existence of collateral securing such assets.

The following table sets forth our minimum capital requirements set by the Superintendency of Banks as of the dates indicated.See Note 13 to our financial statements for a description of the minimum capital requirements.

|                                                                        |  | As of December 31,                                                      
|----------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|                                                                        |  |                                                                         
|                                                                        |  | 2004                                                                    
|                                                                        |  |                                                                         
|                                                                        |  | (in millions of constant Ch$ of December 31,2005 except for percentages)
|                                                                        |  |                                                                         
|Base net capital                                                        |  | 863,112                                                                 
|3% of total assets net of provisions                                    |  | (376,324)                                                               
|Excess over minimum required equity                                     |  | 486,788                                                                 
|Base net capital as a percentage of the total assets, net of provisions |  | 6.9%                                                                    
|Effective equity                                                        |  | 1,275,642                                                               
|11% of risk-weighted assets (12% in 2004)                               |  | (1,027,403)                                                             
|Excess over minimum required equity                                     |  | 248,239                                                                 
|Effective equity as a percentage of risk-weighted assets                |  | 14.9%                                                                   

56

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(iii) Financial Investments

The following table sets forth our investment in Chilean government and corporate securities and certain other financial investments as of December 31, 2003, 2004
and 2005. Financial investments that have a secondary market are carried at market value. All other financial investments are carried at acquisition cost, plus accrued interest and indexation readjustments, as applicable.

|                                                         |  | As December 31,                                          
|-------------------------------------------------------- |  | ---------------------------------------------------------
|                                                         |  |                                                          
|                                                         |  | 2003                                                     
|                                                         |  |                                                          
|                                                         |  | (In Millions of constant Ch$ of
    December
    31, 2005
|Central Bank and Government Securities                   |  |                                                          
|Marketable debt securities (1)                           |  | 623,091                                                  
|Investment collateral under agreements to repurchase (2) |  | 542,182                                                  
|Investment purchased under agreements to resell          |  | 46,273                                                   
|Other investments                                        |  |                                                          
|                                                         |  | 1,211,546                                                
|Subtotal                                                 |  |                                                          
|                                                         |  |                                                          
|Corporate securities                                     |  |                                                          
|Marketable securities (1)                                |  | 694,210                                                  
|Investment collateral under agreements to repurchase (2) |  | 67,630                                                   
|                                                         |  |                                                          
|Subtotal                                                 |  | 761,840                                                  
|                                                         |  |                                                          
|Time deposits in Chilean institutions                    |  | 58,680                                                   
|Total                                                    |  | 2,032,066                                                
|                                                         |  |                                                          

|    |                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Including market value adjustment.                                                                                                                                                                                                                                                                                                          
|(2) | Under Chilean GAAP, investment securities that are sold subject to repurchase agreements are reclassified from their investment category to investments under agreements to repurchase.
Under U.S. GAAP, no such reclassification would be made since, in substance, the investment securities serve only as collateral for the borrowing.
|   
|    | Under Chilean GAAP, investments held for trading must be marked-to-market.                                                                                                                                                                                                                                                                  

57

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The following table sets forth an analysis of our investments as of December 31, 2005, by time remaining to maturity and the weighted average nominal rates of such
investments:

|                            |  | **Time Remaining to Maturity**                    
|--------------------------- |  | --------------------------------------------------
|                            |  |                                                   
|                            |  | Less than 
  one year                             
|                            |  |                                                   
|                            |  | (in millions of constant Ch$ of December 31, 2005)
|Government securities       |  |                                                   
|Central Bank securities     |  | 187,245                                           
|Government pension bonds    |  | 4,443                                             
|                            |  |                                                   
|Total                       |  | 191,688                                           
|                            |  |                                                   
|Investments Purchased       |  |                                                   
|under Resale                |  |                                                   
|Agreements                  |  | 23,120                                            
|                            |  |                                                   
|Other Financial             |  |                                                   
|Investment**s**             |  |                                                   
|Time deposits in Chilean    |  |                                                   
|Financial Institutions      |  | 48,022                                            
|Other Marketable Securities |  | 18,320                                            
|                            |  |                                                   
|Total                       |  | 66,342                                            
|                            |  |                                                   
|Investment Collateral       |  |                                                   
|under Agreements to         |  |                                                   
|Repurchase                  |  | 3,705                                             
|                            |  |                                                   
|Total Financial Investment  |  | 284,855                                           
|                            |  |                                                   

Unused sources of liquidity

The Bank also has credit ratings from three international agencies. Our ratings are equivalent to the Chilean sovereign ratings, but our bond ratings from
Moodys Investor Services pierce the sovereign ceiling. We believe our credit ratings are a positive factor when obtaining financing. In 2005, Fitch rating also improved the Banks credit ratings from A- to A following a similar change for
the Republic of Chile. Moodys in 2005 improved the outlook for the Banks long-term deposit rating from Stable to Positive.

Moodys
      
      RatingLong-term Bank Deposits
      
      Baa1Senior bonds
      
      A2Subordinated Debt
      
      A3Bank Financial Strength
      
      B-Short-term
      
      P-2Outlook
      
      PositiveStandard &Poors
      
      RatingLT Foreign Issuer Credit
      
      ALT Local Issuer Credit
      
      AST Foreign Issuer Credit
      
      A-1ST Local Issuer Credit
      
      A-1Outlook
      
      Stable


58

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Fitch
        
        RatingForeign Currency LT Debt
        
        ALocal Currency LT Debt
        
        A+Foreign Currency ST Debt
        
        F1Local Currency ST Debt
        
        F1Outlook
        
        Stable


Working capital

As a bank, we satisfy our working capital needs through general funding, the majority of which derives from deposits and other borrowings from the public.See Item 5C: Liquidity and Capital Resources Deposits and other Borrowings.In our opinion, our working capital is sufficient for our present needs.

Liquidity Management

Liquidity management seeks to ensure that, even under adverse conditions, we have access to the funds necessary to cover client needs, maturing liabilities and capital requirements. Liquidity
risk arises in the general funding for our financing, trading and investment activities. It includes the risk of unexpected increases in the cost of funding the portfolio of assets at appropriate maturities and rates, the risk of being unable to
liquidate a position in a timely manner at a reasonable price and the risk that we will be required to repay liabilities earlier than anticipated.

Our
general policy is to maintain liquidity adequate to ensure our
ability to honor withdrawals of deposits, make repayments of other liabilities
at maturity, extend loans and meet our own working capital needs. Our minimum
amount of liquidity is determined by the reserve requirements of the Central
Bank. Deposits are subject to a reserve requirement of 9% for demand deposits
and 3.6% for peso and UF-denominated time deposits. *See Item 4D:
Business OverviewRegulation and Supervision.* The Central Bank has
statutory authority to increase these percentages to up to 40% for demand
deposits and up to 20% for time deposits. In addition, a 100% special reserve
(*reserva técnica*) applies to demand deposits, deposits in
checking accounts, other demand deposits received or obligations payable on
sight and incurred in the ordinary course of business, other than deposits
unconditionally payable immediately or within a term of less than 30 days and
other time deposits payable within 10 days. This special reserve requirement
applies to the amount by which the total of such deposits exceeds 2.5 times the
amount of a bank's paid-in capital and reserves. Interbank loans are deemed to
have a maturity of more than 30 days, even if payable within the following 10
days.

The Central Bank also requires us to comply with the following liquidity limits:

- Our total liabilities with maturities of less than 30 days cannot exceed our total assets with maturities less than of 30 days by an amount greater than our capital. This limit must be calculated in local currency and foreign currencies together as one gap.
- Our total liabilities with maturities of less than 90 days cannot exceed our total assets with maturities of less than 90 days by more than twice our capital. This limit must be calculated in local currency and foreign currencies together as one gap.

We have set other liquidity limits and ratios that minimize liquidity risk.See Item 11: Quantitative and Qualitative Disclosure About Market
Risk.

The tables below set forth our main sources of cash. The subsidiaries are not an important source of cash flow for us and therefore have no impact on our ability to meet our cash obligations.
No legal or economic restrictions exist on the ability of subsidiaries to transfer funds to us in the form of loans or cash dividends as long as these subsidiaries abide by the regulations in theLey de Sociedad
Anónimasregarding loans to related parties and minimum dividend payments.

|                                          |  | Year ended December
          31,                     
|----------------------------------------- |  | ------------------------------------------------------
|                                          |  |                                                       
|                                          |  | 2003                                                  
|                                          |  |                                                       
|                                          |  | (in millions of constant Ch$ as of 
December 31, 2005)
|Net cash provided by operating activities |  | 308,901                                               

The Ch$85,291 million reduction in cash provided by operating activities in 2005 compared to 2004 was mainly due to a Ch$82,679 million decrease in the net change in interest accruals in the
same period. Cash provided by operating activities

59

---



increased Ch$103,074 million in 2004 compared to 2003, reflecting a higher level of operating activity in 2004 than in 2003 and the net change in interest accruals in 2004 compared to 2003.

|                                                     |  | Year ended December
          31,                    
|---------------------------------------------------- |  | -----------------------------------------------------
|                                                     |  |                                                      
|                                                     |  | 2003                                                 
|                                                     |  |                                                      
|                                                     |  | (in millions of constant Ch$ as of
December 31, 2005)
|                                                     |  |                                                      
|Net cash  provided by (used
in) investing activities |  | 479,519                                              

Net cash used in
          investing activities in 2005 totaled Ch$668,349 million mainly as a result
          of the growth of the Banks loan book. Compared to 2004 net cashed
          used decreased 36.6% as the growth of loans in 2005 was partially offset
          by the sale of financial investments. Cash provided by investing activities
          decreased Ch$1,533,541 million in 2004 compared to 2003 primarily as
a result of loan growth in 2004 compared to 2003.

|                                                    |  | Year ended December
          31,                   
|--------------------------------------------------- |  | ----------------------------------------------------
|                                                    |  |                                                     
|                                                    |  | 2003                                                
|                                                    |  |                                                     
|                                                    |  | (in millions of constant Ch$ as of
December 31, 2005
|                                                    |  |                                                     
|Net cash provided by (used in) financing activities |  | (782,474)                                           

In 2005 the Bank financed its activities with an increase in time deposits and senior bonds which explains the proceeds of net cash provided by financing activities and the increase compared to
2004. The positive net cash provided by funding activities in 2004 compared to 2003 reflects the increase in the deposit base in line with the increase in lending.

The following table sets forth our average daily balance of liabilities for the years ended December 31, 2003, 2004 and 2005, in each case together with the related average nominal interest
rates paid thereon.

|                                                      |  | Year ended December
          31,                                                     | 
|----------------------------------------------------- |  | ------------------------------------------------------------------------------------- | 
|                                                      |  |                                                                                       | 
|                                                      |  |                                                                                       | 
|                                                      |  |                                                                                       | 
|                                                      |  | Average
Balance                                                                       | 
|                                                      |  |                                                                                       | 
|                                                      |  | (in millions of constant
        Ch$ as of December 31, 2005, except for percentages) | 
|Savings accounts                                      |  | 170,115                                                                               | 
|Time deposits                                         |  | 4,208,808                                                                             | 
|Central Bank borrowings                               |  | 33,793                                                                                | 
|Repurchase agreements                                 |  | 694,880                                                                               | 
|Mortgage finance bonds                                |  | 1,596,735                                                                             | 
|Other interest bearing liabilities                    |  | 1,569,557                                                                             | 
|Subtotal interest bearing liabilities                 |  | 8,273,888                                                                             | 
|Non-interest bearing liabilities                      |  |                                                                                       | 
|Non-interest bearing deposits                         |  | 1,769,930                                                                             | 
|Contingent liabilities                                |  | 711,583                                                                               | 
|Other non-interest bearing liabilities                |  | 549,509                                                                               | 
|Shareholders equity                                  |  | 993,729                                                                               | 
|Subtotal non-interest bearing
            liabilities |  | 4,024,750                                                                             | 
|Total liabilities                                     |  | 12,298,639                                                                            | 

Our most important source of funding is our time deposits. Average time deposits represented 37.7% of our average total liabilities in the year ended December 31, 2005. Our current funding
strategy is to continue to utilize all sources of funding in accordance with their cost, their availability and our general asset and liability management strategy. Special emphasis is being placed on increasing deposits from retail customers, which
we consider to be a cheaper and more stable source of funding. We also intend to continue to broaden our customer deposit base, to emphasize core deposit funding and to increase the duration of time deposits received form institutional investors.See Item 4B: Business OverviewLines of

60

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BusinessBanca ComercialResidential Mortgage Lending.Management believes that broadening our deposit base by increasing the number of account holders has created a
more stable funding source.

The following table sets forth the composition of our deposits and similar commitments as of December 31, 2003, 2004 and 2005.

|                                                                                                |  | As of December
          31,                           
|----------------------------------------------------------------------------------------------- |  | -------------------------------------------------------
|                                                                                                |  |                                                        
|                                                                                                |  | 2003                                                   
|                                                                                                |  |                                                        
|                                                                                                |  | (in millions of constant Ch$ as of
 December
 31, 2005)
|                                                                                                |  |                                                        
|Checking accounts                                                                               |  | 1,190,537                                              
|Other demand liabilities                                                                        |  | 908,072                                                
|Savings accounts                                                                                |  | 153,802                                                
|Time deposits                                                                                   |  | 3,585,189                                              
|Other commitments (1)                                                                           |  | 31,177                                                 
|                                                                                                |  |                                                        
|Total                                                                                           |  | 5,868,777                                              
|                                                                                                |  |                                                        
|                                                                                                |  |                                                        
|(1)   Includes primarily leasing accounts payable
          relating to purchases of equipment. |  |                                                        

The following table sets forth information regarding the currency and maturity of our deposits as of December 31, 2005, expressed in percentages. UFdenominated deposits are similar to
peso-denominated deposits in all respects, except that the principal is readjusted periodically based on variations in the Chilean consumer price index.

|                                      |  | Ch$   |   |  | UF    |   |  | Foreign
Currency |   |  | Total |  
|------------------------------------- |  | ----- | - |  | ----- | - |  | ---------------- | - |  | ----- | -
|                                      |  |       |   |  |       |   |  |                  |   |  |       |  
|Demand deposits                       |  | 1.8   | % |  | -     |   |  | -                |   |  | 0.8   | %
|Savings accounts                      |  | -     |   |  | 4.2   | % |  | -                |   |  | 1.9   | %
|Time deposits:                        |  |       |   |  |       |   |  |                  |   |  |       |  
|Maturing within 3 months              |  | 71.8  | % |  | 20.0  | % |  | 91.6             | % |  | 52.1  | %
|Maturing after 3 but within 6 months  |  | 17.9  | % |  | 27.5  | % |  | 7.3              | % |  | 20.5  | %
|Maturing after 6 but within 12 months |  | 4.8   | % |  | 16.0  | % |  | 1.0              | % |  | 9.1   | %
|Maturing after 12 months              |  | 3.7   | % |  | 32.3  | % |  | 0.1              | % |  | 15.6  | %
|Total time deposits                   |  | 98.2  | % |  | 95.8  | % |  | 100.0            | % |  | 97.4  | %
|Total deposits                        |  | 100.0 | % |  | 100.0 | % |  | 100.0            | % |  | 100.0 | %

The following table sets forth information regarding the maturity of the outstanding time deposits in excess of U.S.$100,000 issued by us as of December 31, 2005.

|                                      |  | Ch$                                                   |  | UF        |  | Foreign
Currency |  | Total     | 
|------------------------------------- |  | ----------------------------------------------------- |  | --------- |  | ---------------- |  | --------- | 
|                                      |  |                                                       |  |           |  |                  |  |           | 
|                                      |  | (in millions of constant Ch$ as of December 31, 2005) | 
|Time deposits:                        |  |                                                       |  |           |  |                  |  |           | 
|Maturing within 3 months              |  | 1,580,046                                             |  | 456,565   |  | 632,921          |  | 2,669,532 | 
|Maturing after 3 but within 6 months  |  | 429,885                                               |  | 654,958   |  | 60,941           |  | 1,145,784 | 
|Maturing after 6 but within 12 months |  | 115,195                                               |  | 391,785   |  | 7,699            |  | 514,679   | 
|Maturing after 12 months              |  | 82,094                                                |  | 776,178   |  | 301              |  | 858,573   | 
|                                      |  |                                                       |  |           |  |                  |  |           | 
|Total time deposits                   |  | 2,207,220                                             |  | 2,279,486 |  | 701,862          |  | 5,188,568 | 
|                                      |  |                                                       |  |           |  |                  |  |           | 

61

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The principal categories
of our short-term borrowings are amounts borrowed under foreign trade lines of
credit, domestic interbank loans, Central Bank borrowings and repurchase agreements.
The  table below presents the amounts outstanding at each period end
indicated and the weighted-average nominal interest rate for each such period
by type of short-term borrowing.

|                                             |  | As of December 31,                                                                          | 
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------- | 
|                                             |  |                                                                                             | 
|                                             |  | 2003                                                                                        | 
|                                             |  |                                                                                             | 
|                                             |  | Year-End
Balance                                                                            | 
|                                             |  |                                                                                             | 
|                                             |  | (in millions of constant Ch$ as of December 31, 2005,
                except for rate data) | 
|Investments under repurchase agreements      |  | 494,139                                                                                     | 
|Central Bank borrowings                      |  | 352,224                                                                                     | 
|Domestic interbank loans                     |  | 38,016                                                                                      | 
|Borrowings under foreign trade
 credit lines |  | 124,619                                                                                     | 
|Total short-term borrowings                  |  | 1,008,998                                                                                   | 

The following table shows the average balance and the average nominal rate for each short-term borrowing category during the periods indicated:

|                                            |  | For the year
          Ended December 31,                                   | 
|------------------------------------------- |  | --------------------------------------------------------------------------- | 
|                                            |  |                                                                             | 
|                                            |  | 2003                                                                        | 
|                                            |  |                                                                             | 
|                                            |  | Average
Balance                                                             | 
|                                            |  |                                                                             | 
|                                            |  | (in millions of constant Ch$ as of December 31, 2005, except for rate data) | 
|                                            |  |                                                                             | 
|Investments under repurchase agreements     |  | 694,881                                                                     | 
|Central Bank borrowings                     |  | 33,793                                                                      | 
|Domestic interbank loans                    |  | 69,477                                                                      | 
|Borrowings under foreign trade credit lines |  | 94,857                                                                      | 
|Total short-term borrowings                 |  | 893,008                                                                     | 

The following table presents the maximum month-end balances of our principal sources of short-term borrowings during the periods indicated:

|                                            |  | Maximum 2003
Month-End
Balance                        |  | Maximum 2004
Month-End
Balance |  | Maximum 2005
Month-End
Balance
|------------------------------------------- |  | ----------------------------------------------------- |  | ------------------------------ |  | ------------------------------
|                                            |  |                                                       |  |                                |  |                               
|                                            |  | (in millions of constant Ch$ as of
December 31, 2005)
|                                            |  |                                                       |  |                                |  |                               
|Investments under agreements to repurchase  |  | 404,746                                               |  | 354,344                        |  | 580,502                       
|Central Bank borrowings                     |  | 352,224                                               |  | 333,150                        |  | 370,823                       
|Domestic interbank loans                    |  | 78,511                                                |  | 137,874                        |  | 42,993                        
|Borrowings under foreign trade credit lines |  | 234,051                                               |  | 450,600                        |  | 492,702                       
|Total short-term borrowings                 |  | 1,069,531                                             |  | 1,275,967                      |  | 1,487,019                     
|                                            |  |                                                       |  |                                |  |                               

62

---



Our long-term and short-term borrowings are summarized below. Borrowings are generally classified as short-term when they have original maturities of less than one year or are due on demand.
All other borrowings are classified as long-term, including the amounts due within one year on such borrowings.

|                                                |  | December 31, 2004                                 
|----------------------------------------------- |  | --------------------------------------------------
|                                                |  |                                                   
|                                                |  | Long-term                                         
|                                                |  |                                                   
|                                                |  | (in millions of constant Ch$ as of
December 2005) 
|                                                |  |                                                   
|Central Bank borrowings                         |  | -                                                 
|Credit lines for renegotiations of loans        |  | 9,662                                             
|Investments under agreements to repurchase      |  | -                                                 
|Mortgage finance bonds                          |  | 798,612                                           
|Other borrowings: bonds                         |  | 370,565                                           
|Subordinated bonds                              |  | 432,695                                           
|Borrowings from domestic financial institutions |  | -                                                 
|Foreign borrowings                              |  | 244,068                                           
|Other obligations                               |  | 14,773                                            
|                                                |  |                                                   
|Total borrowings                                |  | 1,870,375                                         
|                                                |  |                                                   
|                                                |  |                                                   
|                                                |  | December 31, 2005                                 
|                                                |  |                                                   
|                                                |  | Long-term                                         
|                                                |  |                                                   
|                                                |  | (in millions of constant Ch$ as of 
December 2005)
|                                                |  |                                                   
|Central Bank borrowings                         |  | -                                                 
|Credit lines for renegotiations of loans (a)    |  | 6,655                                             
|Investments under agreements to repurchase      |  | -                                                 
|Mortgage finance bonds (b)                      |  | 551,772                                           
|Other borrowings: bonds (c)                     |  | 413,525                                           
|Subordinated bonds (d)                          |  | 385,751                                           
|Borrowings from domestic financial institutions |  | -                                                 
|Foreign borrowings (e)                          |  | 64,243                                            
|Other obligations (f)                           |  | 11,751                                            
|                                                |  |                                                   
|Total
                  borrowings              |  | 1,433,697                                         
|                                                |  |                                                   
|                                                |  |                                                   
|a) Credit lines for
renegotiations of loans     |  |                                                   

Central Bank borrowings include credit lines for the renegotiations of loans and other Central Bank borrowings. These credit lines were provided by the Central Bank for the renegotiations of
loans due to the need to refinance debts as a result of the economic recession and crisis of the banking system in the early 1980s. The lines for the renegotiations, which are considered long-term, are related with mortgage loans linked to the
UF index and bear a real annual interest rate of 3.6%.

|                                                         |  | 2004                                                                  |  | 2005  | 
|-------------------------------------------------------- |  | --------------------------------------------------------------------- |  | ----- | 
|                                                         |  |                                                                       |  |       | 
|                                                         |  | (in millions
          of constant Ch$ as of
          December 2005) | 
|                                                         |  |                                                                       |  |       | 
|Total credit lines for renegotiations
          of loans |  | 9,662                                                                 |  | 6,655 | 
|                                                         |  |                                                                       |  |       | 

63

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The
maturities of the outstanding amounts due under these credit lines, which are
considered long-term, are as follows:

|                                                  | As of December 31,
|------------------------------------------------- | ------------------
|                                                  | 2005              
|                                                  |                   
|(in millions of constant Ch$                     
|as of December 2005)                             
|Due within 1 year                                 |                   
|Due after 1 year but within 2 years               |                   
|Due after 2 years but within 3 years              |                   
|Due after 3 years but within 4 years              |                   
|Due after 4 years but within 5 years              |                   
|Due after 5 years                                 |                   
|                                                  |                   
|Total
credit lines for renegotiations of loans    |                   
|                                                  |                   
|(b)
                       Mortgage finance bonds |                   

These bonds are used to finance the granting of mortgage loans. The outstanding principal amounts of the bonds are amortized on a quarterly basis. The range of maturities of these bonds is
between five and twenty years. The bonds are linked to the UF index and bear a real weighted-average annual interest rate of 5.5% .

|                                     | As of December 31, 2005                                    
|------------------------------------ | -----------------------------------------------------------
|                                     |                                                            
|                                     | (in millions of constant Ch$ as of December
          2005)
|                                     |                                                            
|Due within 1 year                    |                                                            
|Due after 1 year but within 2 years  |                                                            
|Due after 2 years but within 3 years |                                                            
|Due after 3 years but within 4 years |                                                            
|Due after 4 years but within 5 years |                                                            
|Due after 5 years                    |                                                            
|                                     |                                                            
|Total
mortgage finance bonds         |                                                            
|                                     |                                                            

(c)Bonds

|                                     |  | As of December
          31,                     
|------------------------------------ |  | -------------------------------------------------
|                                     |  |                                                  
|                                     |  | 2004                                             
|                                     |  |                                                  
|                                     |  | (in millions of constant Ch$
as of December 2005)
|Santiago bonds, Series A,B,C,D and F |  | 45,456                                           
|Santander Bonds denominated in US$   |  | 231,152                                          
|Santander Bonds denominated in UF    |  | 93,957                                           
|                                     |  |                                                  
|                                     |  | 370,565                                          
|                                     |  |                                                  

Santiago bonds include series A, B, C and F issued by the former Santiago S.A. and series B and D issued by the former Banco OHiggins, prior to its merger with the Bank in 1997. These bonds are intended to finance
loans that have a maturity of greater than one year, are linked to the UF index and bear a weighted-average annual interest rate of 7.0% with interest and principal payments due semi-annually.

On December 9, 2004, the Bank issued senior bonds, denominated in U.S. dollars, for a total of US$400 million. These bonds carry a nominal interest rate of LIBOR plus 0.35% per annum (4.81 % at December 31, 2005), quarterly
interest payments and one repayment of principal after a term of 5 years.

Santander bonds denominated in UF are bonds issued by former Banco Santander-Chile and new senior bonds denominated in UF issued by the Bank in 2005. These bonds are intended to finance loans that have a maturity of greater
than one year, are linked to the UF index. The bond issued by former Banco Santander-Chile bear a weighted average annual interest rate of 6.5% . The new bonds issued in 2005 have a coupon rate of 2.6% with semi-annual interest payments and one
repayment of principal after 5 years.

64

---



The maturities of these bonds are as follows:

|                                     | As of December 31,                                                   
|------------------------------------ | ---------------------------------------------------------------------
|                                     |                                                                      
|                                     | 2005                                                                 
|                                     | (in millions of constant Ch$
          as of December
          2005)
|Due within 1 Year                    |                                                                      
|Due after 1 year but within 2 years  |                                                                      
|Due after 2 years but within 3 years |                                                                      
|Due after 3 years but within 4 years |                                                                      
|Due after 4 years but within 5 years |                                                                      
|Due after 5 years                    |                                                                      
|                                     |                                                                      
|Total bonds                          |                                                                      
|                                     |                                                                      

d) Subordinated bonds

|                                           |  | As of December
          31,                     
|------------------------------------------ |  | -------------------------------------------------
|                                           |  |                                                  
|                                           |  | 2004                                             
|                                           |  |                                                  
|                                           |  | (in millions of constant Ch$
as of December 2005)
|Santiago bonds denominated in US$ (1)      |  | 46,310                                           
|Santander bonds denominated in US$ (2) (6) |  | 297,291                                          
|Old Santander bonds denominated in US$ (3) |  | 117,181                                          
|Santiago Bonds linked to the UF (4)        |  | 58,084                                           
|Santander Bonds linked to the UF (5)       |  | 31,010                                           
|                                           |  |                                                  
|Total subordinated bonds                   |  | 549,876                                          
|                                           |  |                                                  

|   |                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | On July 17, 1997, the former Banco Santiago issued
subordinated bonds, denominated in U.S. dollars, for a total of US$300 million.
The bonds bear interest at a nominal rate of 7.0% per annum, semi-annual interest
payments and  one repayment of principal after a term of 10 years.                                                                                           
|2. | On January 16, 2003, the Bank completed the voluntary exchange of its new subordinated bonds, which will mature in 2012. A total of US$ 221,961,000 in principal of the Santiago bonds was offered and accepted by the Bank.
The bonds bear interest at a nominal rate of 7.375% per annum, semi-annual interest payments and one repayment of principal after a term of 10 years.
|3. | On October 30, 1998, Old-Santander-Chile issued subordinated bonds, denominated in U.S. dollars, for a total of US$200 million. The bonds bear interest at a nominal rate of 6.5% per annum, semi-annual interest payments and
one repayment of principal after a term of 7 years. This bond was due and paid in November 2005.                                                   
|4. | The Series C and E Bonds outstanding as of December 31, 2004 are intended for the financing of loans with a maturity of greater than one year. They are linked to the UF index and bear interest at an annual rate of 7.5% and
6.0% respectively, with interest and principal payments due semi-annually.                                                                         
|5. | The Series C, D and E Bonds outstanding as of December 31, 2004 are intended for the financing of loans with a maturity of greater than one year. They are linked to the UF index and bear interest at an annual interest rate of 7.0%
with interest and principal payments due semi-annually.                                                                                    
|6. | On December 9, 2004, the Bank issued subordinated bonds,
denominated in U.S. dollars, for a total of US$ 300 million. These bonds bear
interst at a nominal interest rate of 5.375% per annum, semi-annual interest
payments and one  repayment of principal after a term of 10 years.                                                                                            

65

---



The maturities of these bonds, which are considered long-term, are as follows:

|                                     | As of December 31,                                                  
|------------------------------------ | --------------------------------------------------------------------
|                                     |                                                                     
|                                     | 2005
          (in millions of constant Ch$
    as of December 2005)
|                                     |                                                                     
|Due within 1 Year                    |                                                                     
|Due after 1 year but within 2 years  |                                                                     
|Due after 2 years but within 3 years |                                                                     
|Due after 3 years but within 4 years |                                                                     
|Due after 4 years but within 5 years |                                                                     
|Due after 5 years                    |                                                                     
|                                     |                                                                     
|Total subordinated bonds             |                                                                     
|                                     |                                                                     

e)Foreign borrowings

These are short-term and long-term borrowings from foreign banks. The maturities of these borrowings are as follows:

|                                     | As of December
          31,                              
|------------------------------------ | ----------------------------------------------------------
|                                     |                                                           
|                                     | 2005
      (in millions
                   of constant Ch$
|                                     | as of December 2005)                                      
|Due within 1 Year                    |                                                           
|Due after 1 year but within 2 years  |                                                           
|Due after 2 years but within 3 years |                                                           
|Due after 3 years but within 4 years |                                                           
|Due after 4 years but within 5 years |                                                           
|Due after 5 years                    |                                                           
|                                     |                                                           
|Total foreign borrowings             |                                                           
|                                     |                                                           

The foreign borrowings are denominated principally in U.S. dollars, and are principally used to fund the Banks foreign trade loans and bear an annual average interest rate of 3.7%.

66

---



f) Other obligations

Other obligations are summarized as follows:

|                                     | As of December
          31,          
|------------------------------------ | --------------------------------------
|                                     |                                       
|                                     | 2005
     (in millions of constant Ch$
|                                     | as of December 2005)                  
|Due within 1 Year                    |                                       
|Due after 1 year but within 2 years  |                                       
|Due after 2 years but within 3 years |                                       
|Due after 3 years but within 4 years |                                       
|Due after 4 years but within 5 years |                                       
|Due after 5 years                    |                                       
|                                     |                                       
|Total long term obligations          |                                       
|                                     |                                       
|Short-term obligations:              |                                       
|Amounts due to credit card operators |                                       
|Acceptance of letters of credit      |                                       
|                                     |                                       
|Total short  term obligations       |                                       
|                                     |                                       
|Total other obligations              |                                       
|                                     |                                       

We are party to transactions with off-balance-sheet risk in the normal course of our business. These transactions expose us to credit risk in addition to amounts recognized in the consolidated
financial statements.

These transactions include commitments to extend credit not otherwise accounted for as contingent loans, such as overdraft protection and credit card lines of credit. Such commitments are
agreements to lend to a customer at a future date, subject to the customer compliance with meeting of the contractual terms. The amounts of these commitments are Ch$1,357,637 million as of December 31, 2005, which will be financed with our deposit
base. Since a substantial portion of these commitments is expected to expire without being drawn upon, the total commitment amounts do not necessarily represent our actual future cash requirements. We use the same credit policies in making
commitments to extend credit as we do for granting loans. In the opinion of our management, our outstanding commitments do not represent an unusual credit risk.

From time to time, the Bank enters into agreements to securitize certain assets by selling those assets to unconsolidated and unaffiliated entities, which then sell debt securities secured by
those assets. These sales are non-recourse to the Bank. However, in the past the Bank has occasionally purchased a subordinated bond issued by the unconsolidated entity. As of December 31, 2005 we did not hold any of these subordinated bonds in our
investment portfolio.

The Bank and its brokerage subsidiary enter into derivative transactions as part of their asset and liability management and in acting as dealers to satisfy their clients needs. The
notional amounts of these contracts are carried off-balance-sheet. See Note 12 to the Audited Consolidated Financial Statements.

Foreign exchange forward contracts involve an agreement to exchange the currency of one country for the currency of another country at an agreed-upon price and settlement date. These contracts
are generally standardized contracts, normally for periods between 1 and 180 days and are not traded in a secondary market; however, in the normal course of business and with the agreement of the original counterparty, they may be terminated or
assigned to counterparty.

When we enter into a forward exchange contract, we analyze and approve the credit risk (the risk that the counterparty might default on its obligations). Subsequently, on an ongoing basis, we
monitor the possible losses involved in each contract. To manage the level of credit risk, we deal with counterparties of good credit standing, enter into master netting agreements whenever possible and, when appropriate, obtain collateral.

The Chilean Central Bank requires that foreign exchange forward contracts be made only in US dollars and other major foreign currencies. Most of our forward contracts are made in U.S. dollars
against the Chilean peso or the UF. Occasionally, forward contracts are also made in other currencies, but only when the Bank acts as an intermediary.

67

---



Unrealized gains, losses,
premiums and discounts arising from foreign exchange forward contracts are shown
on a net basis under Other assets and Other liabilities (seeNote 10 to our Consolidated Financial Statements).

During 2004 and 2005 we entered into interest rate
    and cross currency swap agreements to manage exposure to fluctuation in currencies
    and interest rates. The differential between the interest paid or received
    on a specified notional amount is recognized under Foreign exchange transactions, net.
    The fair value of the swap agreement and changes in the fair value as a result
    of changes in market interest rates are not recognized in the consolidated
    financial statement.

In 2005 banks were authorized to operate in the currency and interest rate options market. The notional amounts of these options are carried off balance sheet. These contracts are valued at
fair value and the changes in fair value are recognized in the consolidated financial statements.

Our foreign currency futures, forward operations, options and other derivative products outstanding at December 31, 2004 and in 2005 are summarized below:

(a) Foreign currency and interest rate contracts:

|                                                        |  |                               |  |       |  | Notional amounts
|------------------------------------------------------- |  | ----------------------------- |  | ----- |  | ----------------
|                                                        |  | Number of
          contracts |  |       |  |                 
|Up to 3 months                                          |  | Over 3 months                
|                                                        |  |                               |  |       |  |                 
|                                                        |  | 2004                          |  | 2005  |  | 2004            
|                                                        |  |                               |  |       |  |                 
|                                                        |  |                               |  |       |  | ThUS$           
|Chilean market:                                         |  |                               |  |       |  |                 
|Future purchase of foreign currency
 with Chilean pesos |  | 865                           |  | 956   |  | 1,348,734       
|Future sale of foreign currency
 with Chileanpesos      |  | 1,371                         |  | 2,146 |  | 1,104,042       
|Futures or other interest rate contracts                |  | 199                           |  | 340   |  | 104,596         
|Foreign currency forwards                               |  | 112                           |  | 253   |  | 34,127          
|                                                        |  |                               |  |       |  |                 
|Foreign markets:                                        |  |                               |  |       |  |                 
|Foreign currency swaps                                  |  | 109                           |  | 129   |  | 51,245          
|Interest rate swaps                                     |  | 120                           |  | 107   |  | 86,100          

The notional amounts refer to the US dollars bought or sold or to the US dollar equivalent of foreign currency bought or sold for future settlement. The contract terms correspond to the
duration of the contracts as from the date of the transaction to the date of the settlement.

(b) Contracts expressed in the UF index:

|                             |  |                                                        |  |      |  | Notional
                         amounts
|---------------------------- |  | ------------------------------------------------------ |  | ---- |  | -----------------------------------------
|                             |  | Number
                         of
          contracts |  |      |  |                                          
|Up to 3 months               |  | Over 3 months                                         
|                             |  |                                                        |  |      |  |                                          
|                             |  | 2004                                                   |  | 2005 |  | 2004                                     
|                             |  |                                                        |  |      |  |                                          
|                             |  |                                                        |  |      |  | UF                                       
|Forwards in UF/Ch$ sold      |  | 28                                                     |  | 19   |  | 2,200,000                                
|Forwards in UF/Ch$ purchased |  | 32                                                     |  | 36   |  | 1,600,000                                

(c) Options:

|           |  |        |  |               |  |         |  |               |  |               |  |           | 
|---------- |  | ------ |  | ------------- |  | ------- |  | ------------- |  | ------------- |  | --------- | 
|In US$ths. |  |        |  |               |  | 30 days |  | 31 to 60 days |  | 61 to 90 days |  | > 90 days | 
|           |  |        |  |               |  |         |  |               |  |               |  |           | 
|Call       |  | Bought |  | Currency      |  |         |  |               |  |               |  | 50,000    | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  | Sold   |  | Currency      |  |         |  |               |  |               |  |           | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  |        |  |               |  |         |  |               |  |               |  |           | 
|Put        |  | Bought |  | Currency      |  |         |  |               |  |               |  | 10,000    | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  | Sold   |  | Currency      |  |         |  |               |  |               |  | 10,000    | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  |        |  |               |  |         |  |               |  |               |  |           | 
|           |  |        |  |               |  |         |  |               |  |               |  |           | 

68

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D. Asset and Liability Management

Please refer toItem 11: Asset and Liability Managementregarding our policies with respect to asset and liability management.

The following table reflects capital expenditures in each of the three years ended December 31, 2003, 2004 and 2005:

|                        |  | For the Year Ended
          December 31,                
|----------------------- |  | ---------------------------------------------------------
|                        |  |                                                          
|                        |  | 2003                                                     
|                        |  |                                                          
|                        |  | (in millions of constant Ch$ as of
    December 31, 2005)
|                        |  |                                                          
|Land and Buildings      |  | 7,320                                                    
|Machinery and Equipment |  | 6,717                                                    
|Furniture and Fixtures  |  | 1,123                                                    
|Vehicles                |  | 437                                                      
|Other                   |  | 2,117                                                    
|                        |  |                                                          
|Total                   |  | 17,714                                                   
|                        |  |                                                          

The increase in capital expenditures in 2005 compared to 2004 was mainly due to the investment in branches and automatic teller machines (ATMs). In 2005 the Bank opened 37 new branches. Our branch network now totals 352
branches (260 Bank branches and 92 Santander Banefe branches). In 2005 a total of 232 new ATMs were installed and our ATM network  now includes 1,422 machines. For 2006 we expect a similar level of investment in expanding our distribution
network.

69

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The following information is included for analytical purposes and should be read in conjunction with our financial statements as well as the discussion inItem 5: Operating and Financial Review and Prospects.Pursuant to Chilean GAAP, the financial data in the following tables for all periods through December 31, 2004 have been restated in
constant Chilean pesos as of December 31, 2005. The UF is linked to, and is adjusted daily to, reflect changes in the previous months Chilean consumer price index.See Note 1(c) to our financial
statements.

Average Balance Sheets, Income Earned from Interest Earning Assets and Interest Paid on Interest-Bearing Liabilities

The
average balances for interest earning assets and interest-bearing liabilities,
including interest and readjustments received and paid, have been calculated
on the basis of daily balances for us on an unconsolidated  basis. Such average
balances are presented in Chilean pesos (Ch$), inUnidades
de Fomento(UF) and in foreign currencies
(principally U.S.$). Figures from our subsidiaries have  been calculated on the
basis of monthly balances. The average balances of our subsidiaries, except Santander
S.A. Agente de Valores , have not been categorized by currency. As such it is
not possible to calculate average balances by currency for  such subsidiaries
on the basis of daily, weekly or monthly balances.

The nominal interest rate has been calculated by dividing the amount of interest and principal readjustment due to changes in the UF index (gain or loss) during the period by the related
average balance, both amounts expressed in constant pesos. The nominal rates calculated for each period have been converted into real rates using the following formulas:




Where:

|Rp= |  | real average rate for peso-denominated assets and liabilities (in Ch$ and UF) for the period;       
|--- |  | ----------------------------------------------------------------------------------------------------
|Rd= |  | real average rate for foreign currency-denominated assets and liabilities for the period;           
|Np= |  | nominal average rate for peso-denominated assets and liabilities for the period;                    
|Nd= |  | nominal average rate for foreign currency-denominated assets and liabilities for the period;        
|D=  |  | devaluation rate of the Chilean peso to the U.S. dollar for the period; and                         
|I=  |  | inflation rate in Chile for the period (based on the variation of the Chilean Consumer Price Index).

The real interest rate can be negative for a portfolio of peso-denominated loans when the inflation rate for the period is higher than the average nominal rate of the loan portfolio for the
same period. A similar effect could occur for a portfolio of foreign currency denominated loans when the inflation rate for the period is higher than the sum of the devaluation rate for the period and the corresponding average nominal rate of the
portfolio.

The formula for the average real rate for foreign currency denominated assets and liabilities (Rd) reflects a gain or loss in purchasing power caused by the difference between the devaluation
rate of the Chilean peso and the inflation rate in Chile during the period.

The following example illustrates the calculation of the real interest rate for a dollar-denominated asset bearing a nominal annual interest rate of 10.0% (Nd = 0.10), assuming a 5.0% annual
devaluation rate (D = 0.05) and a 12.0% annual inflation rate (I = 0.12):




In the example, since the inflation rate was higher than the devaluation rate, the real rate is lower than the nominal rate in dollars. If, for example, the annual devaluation rate were 15.0%,
using the same numbers, the real rate in Chilean pesos would be 12.9%, which is higher than the nominal rate in U.S. dollars. Using the same numbers, if the annual inflation rate were greater than 15.5%, the real rate would be negative.

Contingent loans (consisting of guarantees and open and unused letters of credit) have been treated as interest-earning assets. Although the nature of the income derived from such assets is similar to a
  fee, Chilean banking regulations require

70

---



that such income be accounted for as interest revenue. As a result of this treatment, the comparatively low rates of interest earned on these assets have a distorting effect on the average interest rate earned on total
interest earning assets.

The real rate for contingent loans has been stated as the nominal rate, since we do not have an effective funding obligation for these loans. The foreign exchange gains or losses on foreign
currency denominated assets and liabilities have not been included in interest revenue or expense. Similarly, interest on financial investments does not include trading gains or losses on these investments. Interest is not recognized during periods
in which loans are past due. However, interest received on past due loans includes interest on such loans from the original maturity date.

Non-performing loans that are not yet 90 days or more overdue have been included in each of the various categories of loans, and therefore affect the various averages. (non-performing loans
consist of loans as to which either principal or interest is overdue (i.e., non accrual loans) and restructured loans earning no interest.) Non-performing loans that are 90 days or more overdue are shown as a separate category of loans (Past due
loans). Interest and/or indexation readjustments received on all non-performing dollar-denominated loans during the periods are included as interest revenue. However, all peso-denominated loans that are classified as non-performing do not accrue
interest or indexation adjustments as interest revenue.

Included in interbank deposits are checking accounts maintained in the Central Bank and foreign banks. Such assets have a distorting effect on the average interest rate earned on total interest
earning assets because currently balances maintained in Chilean peso amounts do not earn interest, and the only balances held in a foreign currency that earn interest are those maintained in U.S. dollars, but those only earn interest on the amounts
that are legally required to be held for liquidity purposes. Additionally, this account includes interest earned by overnight investments. Consequently, the average interest earned on such assets is comparatively low. We maintain these deposits in
these accounts to comply with statutory requirements and to facilitate international business, rather than to earn income.

The monetary gain or loss on interest earning assets and interest-bearing liabilities is not included as a component of interest revenue or interest expense because inflation effects are taken
into account in the calculation of real interest rates.

71

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Thefollowingtables show, bycurrencyofdenomination,averagebalancesand, whereapplicable,interestamountsand real rates for our assets andliabilitiesfor the years endedDecember31, 2003, 2004 and 2005:

|                              | Year ended December 31,
|----------------------------- | -----------------------
|                              |                        
|                              |                        
|                              |                        
|ASSETS(1)                     |                        
|                              |                        
|Interest earning assets       |                        
|Interbank deposits            |                        
|Ch$                           |                        
|UF                            |                        
|Foreign currency              |                        
|                              |                        
|Total                         |                        
|                              |                        
|Financial investments         |                        
|Ch$                           |                        
|UF                            |                        
|Foreign currency              |                        
|                              |                        
|Total                         |                        
|                              |                        
|Loans                         |                        
|Ch$                           |                        
|UF                            |                        
|Foreign currency              |                        
|                              |                        
|Total                         |                        
|                              |                        
|Mortgage loans                |                        
|Ch$                           |                        
|UF                            |                        
|Foreign currency              |                        
|                              |                        
|Total                         |                        
|                              |                        
|Contingent loans              |                        
|Ch$                           |                        
|UF                            |                        
|Foreign currency              |                        
|                              |                        
|Total                         |                        
|                              |                        
|Past due loans                |                        
|Ch$                           |                        
|UF                            |                        
|Foreign currency              |                        
|                              |                        
|Total                         |                        
|                              |                        
|Total interest earning assets |                        
|Ch$                           |                        
|UF                            |                        
|Foreign currency              |                        
|                              |                        
|Total                         |                        
|                              |                        

72

---



|                                        |  | Year ended December 31,                                                    
|--------------------------------------- |  | ---------------------------------------------------------------------------
|                                        |  |                                                                            
|                                        |  | 2003                                                                       
|                                        |  |                                                                            
|                                        |  | Average
    Balance                                                        
|                                        |  |                                                                            
|                                        |  | (in millions of constant Ch$ as of December 31, 2005, except for rate data)
|                                        |  |                                                                            
|NON-INTEREST EARNING ASSETS             |  |                                                                            
|Cash                                    |  |                                                                            
|Ch$                                     |  | 713,111                                                                    
|UF                                      |  | -                                                                          
|Foreign currency                        |  | 19,866                                                                     
|                                        |  |                                                                            
|Total                                   |  | 732,977                                                                    
|                                        |  |                                                                            
|Allowance for loan losses               |  |                                                                            
|Ch$                                     |  | (179,986                                                                   
|UF                                      |  | -                                                                          
|Foreign currency                        |  | -                                                                          
|                                        |  |                                                                            
|Total                                   |  | (179,986                                                                   
|                                        |  |                                                                            
|Bank premises and equipment, net assets |  |                                                                            
|Ch$                                     |  | 237,778                                                                    
|UF                                      |  | -                                                                          
|Foreign currency                        |  | -                                                                          
|                                        |  |                                                                            
|Total                                   |  | 237,778                                                                    
|                                        |  |                                                                            
|Other assets                            |  |                                                                            
|Ch$                                     |  | 313,210                                                                    
|UF                                      |  | 28,078                                                                     
|Foreign currency                        |  | 398,473                                                                    
|                                        |  |                                                                            
|Total                                   |  | 739,761                                                                    
|                                        |  |                                                                            
|Total non-interest earning assets       |  |                                                                            
|Ch$                                     |  | 1,084,113                                                                  
|UF                                      |  | 28,078                                                                     
|Foreign currency                        |  | 418,339                                                                    
|                                        |  |                                                                            
|Total                                   |  | 1,530,530                                                                  
|                                        |  |                                                                            
|TOTAL ASSETS                            |  |                                                                            
|Ch$                                     |  | 4,118,131                                                                  
|UF                                      |  | 5,328,673                                                                  
|Foreign currency                        |  | 2,851,835                                                                  
|                                        |  |                                                                            
|Total                                   |  | 12,298,639                                                                 
|                                        |  |                                                                            

(1) Figures from oursubsidiarieshave beencalculatedon the basis ofmonthlybalances.Theaveragebalancesof oursubsidiaries,exceptSantanderS.A. Agente deValores, have not beencategorizedbycurrency.As such it is notpossibletocalculateaveragebalancesbycurrencyfor suchsubsidiarieson the basis of daily, weekly ormonthlybalances.

73

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|                                         | Year ended December 31,
|---------------------------------------- | -----------------------
|                                         |                        
|                                         |                        
|                                         |                        
|LIABILITIES AND SHAREHOLDERS’ EQUITY (1) |                        
|                                         |                        
|Interest bearing liabilities             |                        
|Savings accounts                         |                        
|Ch$                                      |                        
|UF                                       |                        
|Foreign currency                         |                        
|                                         |                        
|Total                                    |                        
|                                         |                        
|Time deposits                            |                        
|Ch$                                      |                        
|UF                                       |                        
|Foreign currency                         |                        
|                                         |                        
|Total                                    |                        
|                                         |                        
|Central Bank borrowings                  |                        
|Ch$                                      |                        
|UF                                       |                        
|Foreign currency                         |                        
|                                         |                        
|Total                                    |                        
|                                         |                        
|Repurchase agreements                    |                        
|Ch$                                      |                        
|UF                                       |                        
|Foreign currency                         |                        
|                                         |                        
|Total                                    |                        
|                                         |                        
|Mortgage finance bonds                   |                        
|Ch$                                      |                        
|UF                                       |                        
|Foreign currency                         |                        
|                                         |                        
|Total                                    |                        
|                                         |                        
|Other interest bearing liabilities       |                        
|Ch$                                      |                        
|UF                                       |                        
|Foreign currency                         |                        
|                                         |                        
|Total                                    |                        
|                                         |                        
|Total interest bearing liabilities       |                        
|Ch$                                      |                        
|UF                                       |                        
|Foreign currency                         |                        
|                                         |                        
|Total                                    |                        
|                                         |                        

74

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|                                                         |  | Year ended December 31,                                                    
|-------------------------------------------------------- |  | ---------------------------------------------------------------------------
|                                                         |  |                                                                            
|                                                         |  | 2003                                                                       
|                                                         |  |                                                                            
|                                                         |  | Average
      Balance                                                      
|                                                         |  |                                                                            
|                                                         |  | (in millions of constant Ch$ as of December 31, 2005, except for rate data)
|NON-INTEREST BEARING LIABILITIES                         |  |                                                                            
|Non-interest bearing demand deposits                     |  |                                                                            
|Ch$                                                      |  | 1,769,930                                                                  
|UF                                                       |  |                                                                            
|Foreign currency                                         |  |                                                                            
|                                                         |  |                                                                            
|Total                                                    |  | 1,769,930                                                                  
|                                                         |  |                                                                            
|Contingent obligations                                   |  |                                                                            
|Ch$                                                      |  | 50,494                                                                     
|UF                                                       |  | 189,001                                                                    
|Foreign currency                                         |  | 472,088                                                                    
|                                                         |  |                                                                            
|Total                                                    |  | 711,583                                                                    
|                                                         |  |                                                                            
|Other non-interest bearing Liabilities                   |  |                                                                            
|Ch$                                                      |  | 1,055,490                                                                  
|UF                                                       |  | 142,156                                                                    
|Foreign currency                                         |  | (648,137                                                                   
|                                                         |  |                                                                            
|Total                                                    |  | 549,509                                                                    
|                                                         |  |                                                                            
|Shareholders equity                                     |  |                                                                            
|Ch$                                                      |  | 993,729                                                                    
|UF                                                       |  |                                                                            
|Foreign currency                                         |  |                                                                            
|                                                         |  |                                                                            
|Total                                                    |  | 993,729                                                                    
|                                                         |  |                                                                            
|Total non-interest bearing liabilities and shareholders |  |                                                                            
|equity                                                   |  |                                                                            
|Ch$                                                      |  | 3,869,642                                                                  
|UF                                                       |  | 331,157                                                                    
|Foreign currency                                         |  | (176,049                                                                   
|                                                         |  |                                                                            
|Total                                                    |  | 4,024,750                                                                  
|                                                         |  |                                                                            
|TOTAL LIABILITIES AND SHAREHOLDERS’
          EQUITY     |  |                                                                            
|                                                         |  |                                                                            
|Ch$                                                      |  | 6,250,735                                                                  
|UF                                                       |  | 4,109,166                                                                  
|Foreign currency                                         |  | 1,938,738                                                                  
|                                                         |  |                                                                            
|Total                                                    |  | 12,298,639                                                                 
|                                                         |  |                                                                            

(1) Figures from oursubsidiarieshave beencalculatedon the basis ofmonthlybalances.Theaveragebalancesof oursubsidiaries,exceptSantanderS.A. Agente deValores, have not beencategorizedbycurrency.As such it is notpossibletocalculateaveragebalancesbycurrencyfor suchsubsidiarieson the basis of daily, weekly ormonthlybalances.

75

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Changes in Net Interest Revenue and Interest Expense: Volume and Rate Analysis

The following table allocates, by currency of denomination, changes in our interest revenue and interest expense between changes in the average volume of interest
earning assets and interest bearing liabilities and changes in their respective nominal interest rates for 2005 compared to 2004 and 2004 compared to 2003. Volume and rate variances have been calculated based on movements in average balances over
the period and changes in nominal interest rates on average interest earning assets and average interest bearing liabilities.

|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|----------------------- |  | ----------------------------------------------------------------- | - | ------- | - | ------------------------------------------------------- | - | ---------------------------- | - | ------- | - | ------- | - | --------------- | - | ---------------------------- | -
|                        |  | Increase (Decrease) from 2003 to 2004
          Due to Changes in |   |         |   | Increase (Decrease) from 2004 to 2005
Due to Changes in |   |                              |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|                        |  | Volume                                                            |   | Rate    |   | Rate and
Volume                                         |   | Net Change
from 2002 to
2003 |   | Volume  |   | Rate    |   | Rate and
Volume |   | Net Change
from 2004 to
2005 |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Interest earning assets |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Interbank deposits      |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Ch$                     |  | (874                                                              | ) | 40      |   | (29                                                     | ) | (863                         | ) | 1,056   |   | 60      |   | 190             |   | 1,305                        |  
|UF                      |  | 7                                                                 |   | 44      |   | 6                                                       |   | 57                           |   | 349     |   | 66      |   | 205             |   | 620                          |  
|Foreign currency        |  | 0                                                                 |   | 0       |   | 0                                                       |   | 0                            |   | 0       |   | 0       |   | 0               |   | 0                            |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total                   |  | (867                                                              | ) | 84      |   | (23                                                     | ) | (806                         | ) | 1,405   |   | 126     |   | 395             |   | 1,926                        |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Financial investments   |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Ch$                     |  | 5,451                                                             |   | (2,786  | ) | (1,214                                                  | ) | 1,451                        |   | 73      |   | 16,484  |   | 135             |   | 16,422                       |  
|UF                      |  | 492                                                               |   | 11,795  |   | 152                                                     |   | 12,439                       |   | (8,660  | ) | 13,687  |   | (2,398          | ) | 2,629                        |  
|Foreign currency        |  | 9,876                                                             |   | 145,672 |   | (12,497                                                 | ) | 143,051                      |   | 1,150   |   | 2,036   |   | 84              |   | 3,270                        |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total                   |  | 15,819                                                            |   | 154,681 |   | (13,559                                                 | ) | 156,941                      |   | (7,437  | ) | 32,207  |   | (2,449          | ) | 22,321                       |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Loans                   |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Ch$                     |  | 24,122                                                            |   | (30,432 | ) | (2,060                                                  | ) | (8,370                       | ) | 43,437  |   | 26,749  |   | 4,791           |   | 74,977                       |  
|UF                      |  | 7,596                                                             |   | 20,619  |   | 849                                                     |   | 29,064                       |   | 82,162  |   | 25,202  |   | 8,608           |   | 115,972                      |  
|Foreign currency        |  | (1,312                                                            | ) | 1,269   |   | (115                                                    | ) | (158                         | ) | 817     |   | 7,693   |   | 277             |   | 8,787                        |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total                   |  | 30,406                                                            |   | (8,544  | ) | (1,326                                                  | ) | 20,536                       |   | 126,416 |   | 59,644  |   | 13,376          |   | 199,736                      |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Mortgage loans          |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Ch$                     |  | 0                                                                 |   | 0       |   | 35                                                      |   | 35                           |   | (3      | ) | 1       |   | (0              | ) | (2                           | )
|UF                      |  | (30,650                                                           | ) | 20,336  |   | (4,335                                                  | ) | (14,649                      | ) | (55,162 | ) | 11,277  |   | (4,817          | ) | (48,702                      | )
|Foreign currency        |  | 0                                                                 |   | 0       |   | 0                                                       |   | 0                            |   | 0       |   | 0       |   | 0               |   | 0                            |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total                   |  | (30,650                                                           | ) | 20,336  |   | (4,300                                                  | ) | (14,614                      | ) | (55,165 | ) | 11,278  |   | (4,817          | ) | (48,704                      | )
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Contingent loans        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Ch$                     |  | 685                                                               |   | (340    | ) | (177                                                    | ) | 168                          |   | 1,398   |   | (508    | ) | (480            | ) | 410                          |  
|UF                      |  | 15                                                                |   | (98     | ) | (1                                                      | ) | (84                          | ) | 286     |   | 41      |   | 7               |   | 334                          |  
|Foreign currency        |  | 442                                                               |   | (175    | ) | (100                                                    | ) | 167                          |   | (300    | ) | 475     |   | (153            | ) | 22                           |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total                   |  | 1,142                                                             |   | (613    | ) | (277                                                    | ) | 251                          |   | 1,384   |   | 8       |   | (626            | ) | 766                          |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Past due loans          |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Ch$                     |  | (2,165                                                            | ) | 427     |   | (78                                                     | ) | (1,816                       | ) | (2,155  | ) | (322    | ) | 69              |   | (2,408                       | )
|UF                      |  | 0                                                                 |   | 0       |   | 0                                                       |   | 0                            |   | 0       |   | 0       |   | 0               |   | 0                            |  
|Foreign currency        |  | (0                                                                | ) | (0      | ) | 0                                                       |   | (0                           | ) | (0      | ) | (0      | ) | 0               |   | (0                           | )
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total                   |  | (2,165                                                            | ) | 427     |   | (78                                                     | ) | (1,816                       | ) | (2,155  | ) | (322    | ) | 69              |   | (2,408                       | )
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total interest earning  |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|assets                  |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Ch$                     |  | 27,219                                                            |   | (33,091 | ) | (3,523                                                  | ) | (9,395                       | ) | 43,806  |   | 42,464  |   | 4,435           |   | 90,705                       |  
|UF                      |  | (22,540                                                           | ) | 52,696  |   | (3,329                                                  | ) | 26,827                       |   | 18,975  |   | 50,273  |   | 1,605           |   | 70,853                       |  
|Foreign currency        |  | 9,006                                                             |   | 146,766 |   | (12,712                                                 | ) | 143,060                      |   | 1,667   |   | 10,204  |   | 208             |   | 12,079                       |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  
|Total                   |  | 13,685                                                            |   | 166,371 |   | (19,564                                                 | ) | 160,492                      |   | 64,448  |   | 102,941 |   | 6,248           |   | 173,637                      |  
|                        |  |                                                                   |   |         |   |                                                         |   |                              |   |         |   |         |   |                 |   |                              |  

(1) Figures from our subsidiaries have been calculated on the basis of monthly balances. The average balances of our subsidiaries,
except Santander S.A. Agente de Valores , have not been categorized by currency. As such it is not possible to calculate average balances by currency for such subsidiaries on the basis of daily, weekly or monthly balances.

76

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|                                   |  | Increase (Decrease) from 2003 to 2004
    Due to Changes in |   |         |   | Increase (Decrease) from 2004 to 2005
    Due to Changes in |   |                              |  
|---------------------------------- |  | ----------------------------------------------------------- | - | ------- | - | ----------------------------------------------------------- | - | ---------------------------- | -
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|                                   |  | Volume                                                      |   | Rate    |   | Rate and
Volume                                             |   | Net Change
from 2002 to
2003 |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Interest bearing liabilities       |  |                                                             |   |         |   |                                                             |   |                              |  
|Savings accounts                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Ch$                                |  | 0                                                           |   | 0       |   | 3                                                           |   | 3                            |  
|UF                                 |  | (511                                                        | ) | 650     |   | (125                                                        | ) | 14                           |  
|Foreign currency                   |  | 0                                                           |   | 0       |   | 0                                                           |   | 0                            |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total                              |  | (511                                                        | ) | 650     |   | (122                                                        | ) | 17                           |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Time deposits                      |  |                                                             |   |         |   |                                                             |   |                              |  
|Ch$                                |  | (9,084                                                      | ) | (18,175 | ) | 2,170                                                       |   | (25,089                      | )
|UF                                 |  | 8,465                                                       |   | 9,599   |   | 1,821                                                       |   | 19,884                       |  
|Foreign currency                   |  | (273                                                        | ) | 1,951   |   | (58                                                         | ) | 1,620                        |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total                              |  | (892                                                        | ) | (6,626  | ) | 3,933                                                       |   | (3,585                       | )
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Central Bank borrowings            |  |                                                             |   |         |   |                                                             |   |                              |  
|Ch$                                |  | 300                                                         |   | (31     | ) | (55                                                         | ) | 214                          |  
|UF                                 |  | (403                                                        | ) | 250     |   | (66                                                         | ) | (218                         | )
|Foreign currency                   |  | 0                                                           |   | 0       |   | 0                                                           |   | 0                            |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total                              |  | (103                                                        | ) | 219     |   | (121                                                        | ) | (5                           | )
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Repurchase agreements              |  |                                                             |   |         |   |                                                             |   |                              |  
|Ch$                                |  | 4,426                                                       |   | 2,718   |   | 1,420                                                       |   | 8,564                        |  
|UF                                 |  | 9,925                                                       |   | (10,214 | ) | 9,822                                                       |   | 9,533                        |  
|Foreign currency                   |  | 713                                                         |   | (747    | ) | (276                                                        | ) | (310                         | )
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total                              |  | 15,064                                                      |   | (8,243  | ) | 10,966                                                      |   | 17,787                       |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Mortgage finance bonds             |  |                                                             |   |         |   |                                                             |   |                              |  
|Ch$                                |  | 0                                                           |   | 0       |   | 0                                                           |   | 0                            |  
|UF                                 |  | (20,562                                                     | ) | 18,057  |   | (3,280                                                      | ) | (5,785                       | )
|Foreign currency                   |  | 0                                                           |   | 0       |   | 0                                                           |   | 0                            |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total                              |  | (20,562                                                     | ) | 18,057  |   | (3,280                                                      | ) | (5,785                       | )
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Other interest bearing liabilities |  |                                                             |   |         |   |                                                             |   |                              |  
|Ch$                                |  | (229                                                        | ) | (331    | ) | 42                                                          |   | (518                         | )
|UF                                 |  | (19,422                                                     | ) | 10,486  |   | (4,426                                                      | ) | (13,362                      | )
|Foreign currency                   |  | 427                                                         |   | 1,628   |   | 20                                                          |   | 2,076                        |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total                              |  | (19,224                                                     | ) | 11,784  |   | (4,363                                                      | ) | (11,804                      | )
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total interest bearing
liabilities |  |                                                             |   |         |   |                                                             |   |                              |  
|Ch$                                |  | (4,587                                                      | ) | (15,819 | ) | 3,580                                                       |   | (16,826                      | )
|UF                                 |  | (22,508                                                     | ) | 28,828  |   | 3,747                                                       |   | 10,066                       |  
|Foreign currency                   |  | 867                                                         |   | 2,832   |   | (314                                                        | ) | 3,385                        |  
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  
|Total                              |  | (26,228                                                     | ) | 15,841  |   | 7,013                                                       |   | (3,375                       | )
|                                   |  |                                                             |   |         |   |                                                             |   |                              |  

(1) Figures from our subsidiaries have been calculated on the basis of monthly balances. The average balances of our subsidiaries, except Santander S.A. Agente de Valores , have not been
categorized by currency. As such it is not possible to calculate average balances by currency for such subsidiaries on the basis of daily, weekly or monthly balances.

77

---



Interest Earning Assets: Net Interest Margin

The following table analyzes, by currency of denomination, the levels of average interest earning assets and net interest earned by Santander-Chile, and illustrates
the comparative margins obtained, for each of the periods indicated in the table.

|                                                      |  | Year ended December 31,                              
|----------------------------------------------------- |  | -----------------------------------------------------
|                                                      |  |                                                      
|                                                      |  | 2003                                                 
|                                                      |  |                                                      
|                                                      |  | (in millions of constant Ch$ as of December 31, 2005)
|Total average interest earning assets                 |  |                                                      
|Ch$                                                   |  | 3,034,018                                            
|UF                                                    |  | 5,300,595                                            
|Foreign currency                                      |  | 2,433,496                                            
|                                                      |  |                                                      
|Total                                                 |  | 10,768,109                                           
|                                                      |  |                                                      
|Net interest earned(1)                                |  |                                                      
|Ch$                                                   |  | 296,653                                              
|UF                                                    |  | 170,489                                              
|Foreign currency                                      |  | (145,721                                             
|                                                      |  |                                                      
|Total                                                 |  | 321,421                                              
|                                                      |  |                                                      
|Net interest margin(2)                                |  |                                                      
|Ch$                                                   |  | 9.8                                                  
|UF                                                    |  | 3.2                                                  
|Foreign currency                                      |  | (6.0                                                 
|                                                      |  |                                                      
|Total                                                 |  | 3.0                                                  
|                                                      |  |                                                      
|Net interest margin, excluding contingent loans(2)(3) |  |                                                      
|Ch$                                                   |  | 9.9                                                  
|UF                                                    |  | 3.3                                                  
|Foreign currency                                      |  | (7.4                                                 
|                                                      |  |                                                      
|Total                                                 |  | 3.2                                                  
|                                                      |  |                                                      

|   
|---
|(1)
|(2)
|(3)

Return on Equity and Assets; Dividend Payout

The following table presents certain information and selected financial ratios for Santander-Chile for the periods indicated:

|                                                 |  | Year ended December 31,                                                          
|------------------------------------------------ |  | ---------------------------------------------------------------------------------
|                                                 |  |                                                                                  
|                                                 |  | 2003                                                                             
|                                                 |  |                                                                                  
|                                                 |  | (in millions of constant Ch$ as of December 31,
    2005, except for percentages)
|                                                 |  |                                                                                  
|Net income                                       |  | 219,786                                                                          
|Average total assets                             |  | 12,298,639                                                                       
|Average shareholders equity                     |  | 993,729                                                                          
|Net income as a percentage of:                   |  |                                                                                  
|Average total assets                             |  | 1.79%                                                                            
|Average shareholders equity                     |  | 22.12%                                                                           
|Average shareholders equity as a percentage of: |  |                                                                                  
|Average total assets                             |  | 8.08%                                                                            
|Declared cash dividend(1)                        |  | 219,786                                                                          
|Dividend payout ratio, based on net income(1)    |  | 100.0%                                                                           

(1) As of the date of
the filing of this 20F the Bank had not held its 2005 annual ordinary shareholders meeting
and therefore, the dividend payment and ratio cannot be determined.

78

---



Loan Portfolio

The following table analyzes our loans by type of loan. Except where otherwise specified, all loan amounts stated below are before deduction for loan loss
allowances. Total loans reflect our loan portfolio, including past due principal amounts.

---

|                                  |  | As of December 31,                                   
|--------------------------------- |  | -----------------------------------------------------
|                                  |  | 2001                                                 
|                                  |  | (in millions of constant Ch$ as of December 31, 2005)
|Comercial loans:                  |  |                                                      
|General commercial loans          |  | 2,204,346                                            
|Foreign trade loans               |  | 420,221                                              
|Interbank loans                   |  | 23,170                                               
|Leasing contracts                 |  | 292,528                                              
|Other outstanding loans           |  | 660,439                                              
|Subtotal commercial loans         |  | 3,600,703                                            
|Mortgage loans backed by mortgage |  |                                                      
|bonds                             |  |                                                      
|Residential                       |  | 522,594                                              
|Commercial                        |  | 626,673                                              
|Subtotal mortgage loans           |  | 1,149,267                                            
|Consumer loans                    |  | 337,614                                              
|Past due loans                    |  | 73,169                                               
|Subtotal                          |  | 5,160,753                                            
|Contingent loans (1)              |  | 401,750                                              
|Total loans (2)                   |  | 5,562,503                                            

|   
|---
|(1)
|(2)

The loan categories are as follows:

Commercial loansare long-term and short-term loans granted in Chilean pesos, on an adjustable or
  fixed rate basis, primarily to finance working capital or investments. As of January 1, 2004, checking overdraft lines for companies are classified as commercial loans.

Foreign trade loansare fixed rate, short-term loans made in foreign currencies (principally
U.S.$) to finance imports and exports.

Interbank loansare fixed rate, short-term loans to financial institutions that operate in Chile.

Leasing contractsare agreements for the financial leasing of capital equipment and other property.

Other outstanding loansmainlyinclude mortgage loans (fixed and variable rate) that are inflation-indexed long-term loans with monthly payments of principal and interest secured by a real property mortgage. These
are financed by our general borrowings. Other outstanding loans also include factoring operations. Previous to 2004 this line item also included checking account overdrafts which as of January 1, 2004 were classified as commercial or consumer loans
depending on their origin.

Mortgage loans backed by mortgage bondsare inflation-indexed, fixed rate, long-term loans with
monthly payments of principal and interest secured by a real property mortgage that are financed with mortgage finance bonds. At the time of approval, these types of mortgage loans cannot be more than 75.0% of the lower of the purchase price or the
appraised value of the mortgaged property or such loan will be classified as a commercial loan.

Consumer loansare loans to individuals, granted in Chilean pesos, generally on a fixed rate
basis, to finance the purchase of consumer goods or to pay for services. They also include credit card balances subject to interest charges. As of January 1, 2004, checking overdraft lines for individuals are classified as commercial loans.

79

---



Past due loansinclude, with respect to any loan, the amount of principal or interest that is 90
days or more overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan.

Contingent loansconsist of guarantees granted by us in Ch$, UF and foreign currencies
(principally U.S.$), as well as open and unused letters of credit. (Unlike U.S. GAAP, Chilean GAAP requires such loans to be included on a banks balance sheet.)

Any collateral provided generally consists of a mortgage on real estate, a pledge of marketable securities, a letter of credit or cash. The existence and amount of collateral generally varies from loan to loan.

Maturity and Interest Rate Sensitivity of Loans

The following table sets forth an analysis by type and time remaining to maturity of our loans as of December 31,2005:

|                        |  | Due on or
    within 1 year                           |  | Due after 1
    year but on
    or within 5
    years |  | Due after 5
    years |  | Total
    balance as of
    December 31,
    2005
|----------------------- |  | ----------------------------------------------------- |  | ----------------------------------------------------- |  | --------------------- |  | -------------------------------------------------
|                        |  |                                                       |  |                                                       |  |                       |  |                                                  
|                        |  | (in millions of constant Ch$ as of December 31, 2005)
|Commercial loans        |  | 1,782,304                                             |  | 1,160,680                                             |  | 712,117               |  | 3,655,101                                        
|Consumer loans          |  | 885,418                                               |  | 501,092                                               |  | 5,502                 |  | 1,392,012                                        
|Mortgage loans          |  | 63,449                                                |  | 209,564                                               |  | 361,710               |  | 634,723                                          
|Leasing contacts        |  | 170,158                                               |  | 340,067                                               |  | 153,637               |  | 663,862                                          
|Foreign trade loans     |  | 415,765                                               |  | 68,839                                                |  | 27,152                |  | 511,756                                          
|Interbank loans         |  | 194,652                                               |  | -                                                     |  | -                     |  | 194,652                                          
|Other outstanding loans |  | 245,867                                               |  | 407,478                                               |  | 1,402,810             |  | 2,056,155                                        
|Past due loans          |  | 106,540                                               |  | -                                                     |  | -                     |  | 106,540                                          
|                        |  |                                                       |  |                                                       |  |                       |  |                                                  
|Subtotal                |  | 3,864,153                                             |  | 2,687,720                                             |  | 2,662,928             |  | 9,214,801                                        
|                        |  |                                                       |  |                                                       |  |                       |  |                                                  
|Contingent loans        |  | 587,620                                               |  | 328,282                                               |  | 13,570                |  | 929,472                                          
|                        |  |                                                       |  |                                                       |  |                       |  |                                                  
|Total loans             |  | 4,451,773                                             |  | 3,016,002                                             |  | 2,676,498             |  | 10,144,273                                       
|                        |  |                                                       |  |                                                       |  |                       |  |                                                  

The following tables present the interest rate sensitivity of outstanding loans due after one year as of December 31, 2005 (not including contingent loans).See also Item 5: Operating and Financial Review and ProspectsResults of OperationsInterest Rate Sensitivity.

|                 |  | As of
December 31, 2005                               | 
|---------------- |  | ----------------------------------------------------- | 
|                 |  |                                                       | 
|                 |  | (in millions of
constant Ch$ as
of December 31,
2005) | 
|Variable Rate    |  |                                                       | 
|Ch$              |  | 252,787                                               | 
|UF               |  | 1,919,871                                             | 
|Foreign currency |  | 5,364                                                 | 
|Subtotal         |  | 2,178,022                                             | 
|Fixed Rate       |  |                                                       | 
|Ch$              |  | 1,244,301                                             | 
|UF               |  | 1,752,494                                             | 
|Foreign currency |  | 175,831                                               | 
|Subtotal         |  | 3,172,626                                             | 
|Total            |  | 5,350,648                                             | 
|                 |  |                                                       | 

80

---



The following table sets forth at the dates indicated an analysis of our loan portfolio based on the borrowers principal economic activity. Loans to
individuals for business purposes are allocated to their economic activity. The table does not reflect outstanding contingent loans.

|                                                               |  | As of December 31,                                                               
|-------------------------------------------------------------- |  | ---------------------------------------------------------------------------------
|                                                               |  |                                                                                  
|                                                               |  | 2004                                                                             
|                                                               |  |                                                                                  
|                                                               |  | Loan
    Portfolio                                                               
|                                                               |  |                                                                                  
|                                                               |  | (in millions of constant Ch$ as of December 31, 2005,
    except for percentages)
|Agriculture, Livestock, Agribusiness, Fishing                  |  |                                                                                  
|Agriculture and livestock                                      |  | 195,206                                                                          
|Fruit                                                          |  | 64,865                                                                           
|Forestry and wood extraction                                   |  | 39,669                                                                           
|Fishing                                                        |  | 68,737                                                                           
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 368,477                                                                          
|                                                               |  |                                                                                  
|Mining and Petroleum                                           |  |                                                                                  
|Mining and quarries                                            |  | 73,476                                                                           
|Natural gas and crude oil extraction                           |  | 43,168                                                                           
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 116,644                                                                          
|                                                               |  |                                                                                  
|Manufacturing                                                  |  |                                                                                  
|Tobacco, food and beverages                                    |  | 139,816                                                                          
|Textiles, clothing and leather goods                           |  | 66,976                                                                           
|Wood and wood products                                         |  | 41,231                                                                           
|Paper, printing and publishing                                 |  | 24,817                                                                           
|Oil refining, carbon and rubber                                |  | 95,066                                                                           
|Production of basic metal, non minerals, machine and equipment |  | 140,738                                                                          
|Other manufacturing industries                                 |  | 34,310                                                                           
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 542,954                                                                          
|                                                               |  |                                                                                  
|Electricity, Gas and Water                                     |  |                                                                                  
|Electricity, gas and water                                     |  | 85,467                                                                           
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 85,467                                                                           
|                                                               |  |                                                                                  
|Construction                                                   |  |                                                                                  
|Residential buildings                                          |  | 306,964                                                                          
|Other constructions                                            |  | 282,779                                                                          
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 589,743                                                                          
|                                                               |  |                                                                                  
|Commerce                                                       |  |                                                                                  
|Wholesale                                                      |  | 257,549                                                                          
|Retail, restaurants and hotels                                 |  | 467,515                                                                          
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 725,064                                                                          
|                                                               |  |                                                                                  
|Transport, Storage and Communications                          |  |                                                                                  
|Transport and storage                                          |  | 150,379                                                                          
|Communications                                                 |  | 107,673                                                                          
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 258,052                                                                          
|                                                               |  |                                                                                  
|Financial Services, Insurance and Real Estate                  |  |                                                                                  
|Financial insurance and companies                              |  | 543,067                                                                          
|Real estate and other  services provided to companies          |  | 291,746                                                                          
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 834,813                                                                          
|                                                               |  |                                                                                  
|Community, Social and Personal Services                        |  |                                                                                  
|Community, social and personal services                        |  | 1,507,368                                                                        
|                                                               |  |                                                                                  
|Subtotal                                                       |  | 1,507,368                                                                        
|                                                               |  |                                                                                  
|Consumer Credit                                                |  | 1,129,541                                                                        
|Residential Mortgage Loans                                     |  | 1,871,231                                                                        
|                                                               |  |                                                                                  
|Total                                                          |  | 8,029,354                                                                        
|                                                               |  |                                                                                  

In the fiscal year ended December 31, 2005, foreign country loans totaled Ch$147,559 million. As of December 31, 2005 no country represents more than 1% of our
total assets.

81

---



Unlike most other Chilean banks, our Risk Division, our credit analysis and risk management group, is largely independent of its Commercial Division. Risk evaluation
teams interact regularly with our clients. For larger transactions, risk teams in our headquarters work directly with clients when evaluating credit risks and preparing credit applications. Various credit approval committees, all of which include
Risk Division and Commercial Division personnel, must verify that the appropriate qualitative and quantitative parameters are met by each applicant. Each committees powers are defined by our Board of Directors.

In addition, Banco Santander Central Hispano is involved in the credit approval process of our largest loans and borrowers. If a single borrower or an economic group
owes us an aggregate amount in excess of US$40 million, any additional loan to such borrower or member of such group must be reviewed by Banco Santander Central Hispano. Once a year, the Executive Committee of Banco Santander Central Hispano
reviews those loans booked by us in excess of US$40 million.

Credit Approval: Corporate

In preparing a credit proposal for a corporate client, Santander-Chiles personnel verify such parameters as debt servicing capacity (including, usually,
projected cash flows), the companys financial history and projections for the economic sector in which it operates. The Risk Division is closely involved in this process, and prepares the credit application for the client. All proposals
contain an analysis of the clients strengths and weaknesses, a rating and a recommendation. Credit limits are determined not on the basis of outstanding balances of individual clients, but on the direct and indirect credit risk of entire
financial groups. For example, a corporation will be evaluated together with its subsidiaries and affiliates.

Credit Approval: Retail Banking

Santander-Chiles Risk Division for Individuals reports to the Corporate Risk Division for Individuals and small businesses, and is responsible for the risk
policies for this segment. The credit evaluation process is based on an evaluation system known asGarrawhich is
decentralized, automated and is based on a scoring system which incorporates our Credit Risk policies. The credit evaluation process is based on the gathering of information to determine a clients financial stability, payment capacity and
commercial nature. The following parameters are used to evaluate an applicants credit risk: (i) income, (ii) length of current employment, (iii) indebtedness, (iv) credit reports and (v) background information, which is accessed by means of
internal and external databases. Operations which cannot be approved byGarraare sent to the Approval Center, a
centralized area that carries out yearly analyses and renewals of credit lines and credit cards and evaluates higher risk credits. All credit approvals are performed by a committee.

The following table lists our committees from which credit approval is required depending on total risk exposure:

82

---



|Approved By                |  | Maximum
approval in
Thousands of
US$
|-------------------------- |  | ------------------------------------
|                           |  |                                     
|Executive Credit Committee |  | >20,000                             
|Senior Committee           |  | 20,000                              
|Business Segment Committee |  | 8,000-10,000                        
|Large Companies            |  | 10,000                              
|Real estate sector         |  | 10,000                              
|Medium-sized companies     |  | 8,000                               
|Regional Committee         |  | 5,000                               
|Branch committee           |  | 300                                 
|Companies                  |  | 300                                 
|Mortgage                   |  | 120                                 
|Persons                    |  | 30                                  

The Executive Credit
Committee is comprised of the Chairman of the Board, two additional Board members,
the Corporate Legal Counsel, the CEO, the Manager of Global Banking, the Corporate
 Director of Risk and two senior members of the Credit Risk department that present
the loans being reviewed. This committee reviews the loan positions reviewed
by the Senior Credit Committee above US$10 million and approves those loan positions
 greater than US$20 million. In addition, any loan position above US$40 million
must also be reviewed by our parents credit committee.

The Senior Committee is comprised of the CEO, the Manager of the Wholesale segment, the Manager of the Medium-sized companies segment, General Counsel, the Corporate Director of Credit Risk and
the Manager of Credit Admissions. The Senior Committee reviews and will either approve or deny transactions in the range of US$8 million to US$20 million that have been previously approved by one of the Business Segment Committees: (i) Large
Companies, (ii) Medium-sized Companies and (iii) Real Estate. The Regional Committees have a maximum approval of up to US$5 million. The regional committees oversee the branch networks outside of Santiago. At the branch level the maximum approval is
US$300,000 for companies, US$30,000 for individuals and US$120,000 for mortgages. For the lower level committees, credit granting authority varies according to the seniority and experience of the committee members, and the values indicated represent
upper limits. All committees include at least two bank officers from the commercial and credit areas.

Our internal control systems require that a part of the loan portfolio of each of our commercial units be subject to special supervision on an ongoing basis. The purpose of this special
supervision is to maintain constant scrutiny of the portions of the portfolio that represent the greatest risk and to anticipate any deterioration. Based on this ongoing review of the loan portfolio, we believe we are able to detect problem loans
and make a decision on clients status. This includes measures such as reducing or extinguishing a loan, or requiring better collateral from the client. The control systems require that these loans be reviewed at least three times per year for
those clients in the lowest category of credit watch.

Banefes Risk division is part of Santander-Chiles Corporate Risk Department for Individuals and Micro-businesses. In managing its credit risks, Banefe applies a specific set of
general policies and rules which differs from the rest of Santander-Chile, due to its own market orientation. These policies and rules, as well as product specific guidelines, are developed by the Risk Division, which also defines the
responsibilities of the various units and personnel participating in the credit approval process and the operating procedures for the granting of credit. Additionally, there exists a Risk Committee in which persons from the Commercial area
participate and where modifications to the risk policies are discussed.

The credit evaluation process is based on Santander-Chiles general credit policies, which define, among other things, Banefes target markets, as well as the parameters used to
evaluate an applicants credit risk. The most relevant parameters used to evaluate an applicants credit risk are (i) income, (ii) length of current employment, (iii) indebtedness, (iv) credit reports and (v) background information, which
is accessed by means of internal and external databases. Additionally this area utilizes credit scoring models for evaluating the credit risk of some products.

The credit evaluation process is, for the most part, decentralized and is carried out by credit analysts at branch offices who use the Syseva system (Sistema
de Evaluación de Riesgos) for approving an operation, which includes the credit risk parameters and credit scoring mechanisms mentioned above. Additionally, a central unit exists, which reports to
Banefes Risk Division, that carries out yearly analyses and renewals of credit lines and credit cards and evaluates higher risk credit or operations that cannot be approved or rejected automatically through Syseva.

83

---



The following table lists Banefes personnel from whom credit approval is required, depending upon total risk exposure. All credit approvals are performed by a committee. These
attributions are granted based on specific training processes given by the Risk Division and according to the experience and professional background of the employee.

|                                 |  | Range in US$
             Excludes mortgage
loans
|-------------------------------- |  | -------------------------------------------------
|                                 |  |                                                  
|Risk Division Manager            |  | Over 12,500                                      
|Assistant Risk Division Managers |  | 6,250-12,500                                     
|Zone Manager                     |  | 3,125-6,250                                      
|Branch Assistant Manager         |  | 1,550-3,125                                      
|Credit Analyst                   |  | 1,170-1,550                                      
|Commercial Executive             |  | 0-1,170                                          

Chilean
banks are required to classify their outstanding exposures on an ongoing basis
for the purpose of determining the amount of loan loss allowances. The guidelines
used by banks for such classifications are established by the Superintendency
of Banks, although banks are given some latitude in devising more stringent classification
systems within such guidelines. The Superintendency of Banks regularly examines
and evaluates each financial institution's credit management process, including
its compliance with the loan classification guidelines, and on that basis classifies
banks and other financial institutions into four categories: 1, 2, 3 and 4. Each
bank's category depends on the models and methods used by the bank to classify
its loan portfolio, as determined by the Superintendency of Banks. Category 1
banks are those banks whose methods and models are satisfactory to the Superintendency
of Banks. Category 1 banks will be entitled to continue using the same methods
and models they currently have in place. A bank classified as a category 2 bank
will have to maintain the minimum levels of reserves established by the Superintendency
of Banks while its board of directors will be made aware of the problems detected
by the Superintendency of Banks and required to take steps to correct them. Banks
classified as categories 3 and 4 will have to maintain the minimum levels of
reserves established by the Superintendency of Banks until they are authorized
by the Superintendency of Banks to do otherwise. We are classified in category
1.

In accordance with the new loan classification and reserve regulations, which became effective as of January 1, 2004, the models and methods used to classify our loan portfolio must comply with
the following guidelines, which have been established by the Superintendency of Banks and our management and have been approved by our Board.

Under the new classification system, loans are divided into: (i) consumer loans (including loans granted to individuals for the purpose of financing the acquisition of consumer goods or payment
of services); (ii) residential mortgage loans (including loans granted to individuals for the acquisition, construction or repair of residential real estate, in which the value of the property covers at least 100% of the amount of the loan);  and (iii) commercial loans (includes all loans other than consumer loans and residential mortgage loans).

Banks may analyze loans for classification purposes on either an individual or group basis, subject to approval by the Superintendency of Banks of the methodology for allocation of loans
between individual and group analysis. We analyze on an individual basis the largest loans in our portfolio that together comprise 75% of our portfolio.

Commencing in 2006 the Bank will no longer analyze commercial loans on a group basis. All commercial loans will be rated on an individual basis in an automated system that has been approved by
the Superintendency of Banks and our Board of Directors.

Under the current system, models based on the individual analysis of borrowers:

| | Must assign a risk category level to each borrower and its respective loans.                                                                                                                                 
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | Must consider the following risk factors within the analysis: industry or sector of the borrower, owners or managers of the borrower, their financial situation, their payment capacity and payment behavior.
| 
| | Must assign one of the following risk categories to each loan and borrower upon finishing the analysis:                                                                                                      
| 
|  |                                                                                                                                                                                                             

84

---



| |  | Classification B corresponds
                    to borrowers with some credit risk but no apparent deterioration
                    of payment capacity. A B
          rating signifies a 1% provision.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                          
| |  | Classifications C1, C2, C3,
          C4, D1 and D2 correspond to borrowers whose loans have deteriorated.                                                                                               

As a Category I bank, we are permitted to use our own models to classify loans into the risk categories created by the Superintendency of Banks. In addition, for loans classified as A1, A2, A3
and B our board of directors is authorized to determine the levels of required allowances. For loans that we classify in Categories C1, C2, C3, C4, D1 and D2, however, we must maintain the level of reserves required by the Superintendency of Banks, as
set forth below:

| | Classification |  | Estimated range of loss |  | Reserve (1) |  
| | -------------- |  | ----------------------- |  | ----------- | -
| |                |  |                         |  |             |  
| | C1             |  | Up to 3%                |  | 2           | %
| | C2             |  | More than 3% up to 19%  |  | 10          |  
| | C3             |  | More than 19% up to 29% |  | 25          |  
| | C4             |  | More than 29% up to 49% |  | 40          |  
| | D1             |  | More than 49% up to 79% |  | 65          |  
| | D2             |  | More than 79%           |  | 90          |  

|   
|---
|(1)

In the modified system
to be gradually adopted throughout 2006 all commercial loans will be assigned
a rating on an individual basis utilizing a more automated and sophisticated
statistical model. In 2005 we performed back  testing of this more advanced system
with minimal differences in the calculation of required provisions compared to
the actual amount of provisions under the current system, but no assurance can
be given as to the difference in provisioning level  the two models would have
in 2006.

Under the new regulations, banks are permitted to create reserves above the limits described above only to cover specific risks that have been authorized by their board of directors. Voluntary
reserves are no longer permitted.

Under the system in place in 2004 and 2005, the Bank had to maintain a model for calculating loan loss reserves based on group analysis of those commercial loans that were not rated on an
individual basis. This model:

| | Must be suitable for the evaluation of a large number of borrowers whose individual loan amounts are relatively small. These models are intended to be used primarily to analyze loans to individuals and small
companies.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | Must involve levels of required allowances determined by the Bank, according to the estimated loss that may result from the loans, by classifying the loan portfolio using one or both of the following models:           
| 
|  |                                                                                                                                                                                                                          
| 
|  |                                                                                                                                                                                                                          

This model based on group analysis will no longer be utilized in 2006.

85

---



The provisioning of consumer and mortgage loans has not been modified from the old version of the risk index. The risk category of these loans is directly related to the amount of days an
installment is past due.

|Category |  | Consumer loans past
          due status(1) |      | Residential mortgage
          loans past due status(1) |    | Allowances
             as a
percentage
of
aggregate
exposure (1) | 
|-------- |  | ------------------------------------------- | ---- | ------------------------------------------------------- | -- | ----------------------------------------------------------------- | 
|         |  |                                             |      |                                                         |   
|From     |  | To                                          | From |                                                         | To
|         |  |                                             |      |                                                         |    |                                                                   | 
|         |  | (Days)                                      |      |                                                         |    | (Days)                                                            | 
|A        |  | -                                           |      | -                                                       |    | -                                                                 | 
|B        |  | 1                                           |      | 30                                                      |    | 1                                                                 | 
|B-       |  | 31                                          |      | 60                                                      |    | 181                                                               | 
|C        |  | 61                                          |      | 120                                                     |    | -                                                                 | 
|D        |  | 121                                         |      | >121                                                    |    | -                                                                 | 

|   
|---
|(1)
|   

For purposes of classification until year-end 2003, loans were divided into consumer loans, residential mortgage loans and commercial loans (which for these purposes include all loans other
than consumer loans and residential mortgage loans). In the case of commercial loans, the classification was based on the estimated losses on all of the loans outstanding to the borrower, as determined by us. The allowances required for each
category of loans, which were established by the Superintendency of Banks, are as follows:

Category
        
        Commercial loans range
of estimated losses
        
        Allowances
as a
percentage
of aggregate
exposureFrom
     
     ToA
        
        -
        %
        -
        %
        -
     %B
        
        1
        
        5
        
        1B-
        
        5
        
        39
        
        20C
        
        40
        
        79
        
        60D
        
        80
        
        100
        
        90


The following tables provide statistical data regarding the classification of our loans at the end of each of the last five years. As discussed above, until December 31, 2003, our risk analysis
system require us to evaluate, for classification purposes, only a portion (but in no event less than 75.0%) of our total commercial loan portfolio, including past due and contingent loans.

|                         |  | As of December
                    31, 2001(in millions of constant Ch$ as
     of December 31, 2005, except for percentages)
|------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                              
|Category                 |  | Commercial
             Loans                                                                                                
|                         |  |                                                                                                                              
|A                        |  | 1,743,804                                                                                                                    
|B                        |  | 1,848,256                                                                                                                    
|B-                       |  | 66,971                                                                                                                       
|C                        |  | 17,022                                                                                                                       
|D                        |  | 14,438                                                                                                                       
|Total of evaluated loans |  | 3,690,491                                                                                                                    
|Total loans              |  | 4,388,337                                                                                                                    
|Percentage evaluated     |  | 84.1                                                                                                                         

86

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|                         |  | As of December
                    31, 2002(in millions of constant Ch$
          as of December 31, 2005, except for percentages)
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                   
|Category                 |  | Commercial
          Loans                                                                                                        
|                         |  |                                                                                                                                   
|A                        |  | 2,868,691                                                                                                                         
|B                        |  | 2,261,723                                                                                                                         
|B-                       |  | 115,630                                                                                                                           
|C                        |  | 30,336                                                                                                                            
|D                        |  | 25,973                                                                                                                            
|                         |  |                                                                                                                                   
|Total of evaluated loans |  | 5,302,353                                                                                                                         
|Total loans              |  | 6,153,835                                                                                                                         
|                         |  |                                                                                                                                   
|Percentage evaluated     |  | 86.2                                                                                                                              

|                         |  | As of December
                    31, 2003(in millions of constant Ch$
          as of December 31, 2005, except for percentages)
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                   
|Category                 |  | Commercial
          Loans                                                                                                        
|                         |  |                                                                                                                                   
|A                        |  | 3,110,273                                                                                                                         
|B                        |  | 1,692,060                                                                                                                         
|B-                       |  | 106,933                                                                                                                           
|C                        |  | 29,700                                                                                                                            
|D                        |  | 33,742                                                                                                                            
|                         |  |                                                                                                                                   
|                         |  |                                                                                                                                   
|Total of evaluated loans |  | 4,972,708                                                                                                                         
|Total loans              |  | 5,767,386                                                                                                                         
|Percentage evaluated     |  | 86.2                                                                                                                              

87

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|                         |  | As of December
                    31, 2004(in millions of constant Ch$
          as of December 31, 2005, except for percentages)
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                   
|Category                 |  | Commercial
          Loans                                                                                                        
|                         |  |                                                                                                                                   
|A                        |  | -                                                                                                                                 
|A1                       |  | 433,477                                                                                                                           
|A2                       |  | 3,715,616                                                                                                                         
|A3                       |  | 662,966                                                                                                                           
|B                        |  | 651,205                                                                                                                           
|B-                       |  | -                                                                                                                                 
|C                        |  | -                                                                                                                                 
|C1                       |  | 263,396                                                                                                                           
|C2                       |  | 57,368                                                                                                                            
|C3                       |  | 32,550                                                                                                                            
|C4                       |  | 24,674                                                                                                                            
|D                        |  | -                                                                                                                                 
|D1                       |  | 26,169                                                                                                                            
|D2                       |  | 63,506                                                                                                                            
|Total of evaluated loans |  | 5,930,897                                                                                                                         
|Total loans              |  | 5,930,897                                                                                                                         
|Percentage evaluated     |  | 100                                                                                                                               

|                         |  | As of December
                    31, 2005(in millions of constant Ch$
          as of December 31, 2005, except for percentages)
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                   
|Category                 |  | Commercial
          Loans                                                                                                        
|                         |  |                                                                                                                                   
|A                        |  | -                                                                                                                                 
|A1                       |  | 428,605                                                                                                                           
|A2                       |  | 4,114,591                                                                                                                         
|A3                       |  | 926,554                                                                                                                           
|B                        |  | 650,615                                                                                                                           
|B-                       |  | -                                                                                                                                 
|C                        |  | -                                                                                                                                 
|C1                       |  | 185,575                                                                                                                           
|C2                       |  | 39,839                                                                                                                            
|C3                       |  | 20,225                                                                                                                            
|C4                       |  | 13,723                                                                                                                            
|D                        |  | -                                                                                                                                 
|D1                       |  | 23,697                                                                                                                            
|D2                       |  | 33,371                                                                                                                            
|Total of evaluated loans |  | 6,436,795                                                                                                                         
|Total loans              |  | 6,436,795                                                                                                                         
|Percentage evaluated     |  | 100                                                                                                                               

Classification of Loan Portfolio Based on the Borrowers Payment Performance

Accrued interest and UF indexation adjustments from overdue loans are recognized only when, and to the extent, received. Non-performing loans include loans as to which either principal or
interest is overdue, and which do not accrue interest. Restructured loans as to which payments are not overdue are not ordinarily classified as non-performing loans. Past due loans include, with respect to any loan, only the portion of principal or
interest that is 90 or more days overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the
terms of the loan, in which case the entire loan is considered past due within 90 days of the beginning of such proceedings. This practice differs from that normally followed in

88

---



the United States, where the amount classified as past due would include the entire amount of principal and interest on any and all loans which have any portion overdue.

According to the regulations established by the Superintendency of Banks, we are required to write off commercial loans not later than 24 months after being classified as past due, if
unsecured, and if secured, not later than 36 months after being classified as past due. When an installment of a past due commercial loan (either secured or unsecured) is written off, we must write off all installments which are overdue,
notwithstanding our right to write off the entire amount of the loan. Once any amount of a loan is written off, each subsequent installment must be written off as it becomes overdue, notwithstanding our right to write off the entire amount of the
loan. In the case of past due consumer loans, a similar practice applies, except that after the first installment becomes six months past due, we must write off the entire remaining part of the loan. We may write off any loan (commercial or
consumer) before the first installment becomes overdue only in accordance with special procedures established by the Superintendency of Banks. In certain circumstances we must write off an overdue loan (commercial or consumer) sooner than the terms
set forth above. Loans are written off against the loan loss reserve to the extent of any required allowances for such loans; the remainder of such loans is written off against income.

In general, legal collection proceedings are commenced with respect to consumer loans once they are 90 days past due and with respect to mortgage loans once they are 150 days past due. Legal
collection proceedings are always commenced within one year of such loans becoming past due, unless the bank determines that the size of the past due amount does not warrant such proceedings. In addition, the majority of our commercial loans are
shortterm, with single payments at maturity. Past due loans are required to be covered by individual loan loss reserves equivalent to 100.0% of any unsecured portion thereof; but only if and to the extent that the aggregate of all unsecured
past due loans exceeds the global loan loss reserves.See Item 4: Information of the CompanySelected Statistical InformationLoan Loss AllowancesIndividual Loan Loss
Allowances.The following table sets forth as of December 31 of each of the last five years the amounts that are current as to payments of
principal and interest and the amounts overdue:

The following table
sets forth as of December 31 of each of the last five years payment amounts that
are:

|                                                 |  | As of December
          31,                          |  
|------------------------------------------------ |  | ----------------------------------------------------- | -
|                                                 |  |                                                       |  
|                                                 |  | 2001                                                  |  
|                                                 |  |                                                       |  
|                                                 |  | (in millions of constant Ch$ as of December 31, 2005) |  
|Current                                          |  | 5,458,962                                             |  
|Overdue 1-29 days                                |  | 20,024                                                |  
|Overdue 30-89 days                               |  | 10,347                                                |  
|Overdue 90 days or more (past due)             |  | 73,170                                                |  
|Total loans                                      |  | 5,562,503                                             |  
|Overdue payments expressed as a percentage of    |  |                                                       |  
|total loans                                      |  | 1.9                                                   | %
|Past due payments as a percentage of total loans |  | 1.3                                                   | %

We suspend the accrual of interest and readjustments on all overdue loans. The amount of interest that would have been recorded on overdue loans if they had been accruing interest was Ch$5,809 million, Ch$5,056 million and
Ch$5,887 million for the years ended December 31, 2003, 2004 and 2005, respectively. Accrued interest and UF indexation adjustments from overdue loans are recognized only when, and to the extent, received.

Loans included in the previous table which have been restructured and that bear no interest are as follows:

|                 |  | As of December
          31,                                                 | 
|---------------- |  | ---------------------------------------------------------------------------- | 
|                 |  |                                                                              | 
|                 |  | 2001                                                                         | 
|                 |  |                                                                              | 
|                 |  | (in millions
                       of constant Ch$ as of December 31, 2005) | 
|Ch$              |  | 7,360                                                                        | 
|Foreign currency |  | 10                                                                           | 
|UF               |  | 6,806                                                                        | 
|Total            |  | 14,176                                                                       | 

The amount of interest that would have been recorded on these loans for the years ended December 31, 2003, 2004 and 2005 if these loans had been earning a market interest rate was Ch$2,428
million, Ch$3,038 million and Ch$401 million, respectively.

89

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The following table sets forth our balance of loan loss allowances, the minimum allowances to be established by us in accordance with the regulations of the Superintendency of Banks and such
total expressed as a percentage of total loans. Amounts for 2001, 2002 and 2003 are as determined under the regulations then in effect, and amounts for 2004 and 2005 are determined under the new rules.

|                                                     |  | As of December
          31,                                                                      | 
|---------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- | 
|                                                     |  |                                                                                                   | 
|                                                     |  | 2001                                                                                              | 
|                                                     |  |                                                                                                   | 
|                                                     |  | (in millions
          of constant Ch$ as of December 31, 2005,
          except for percentages) | 
|Reserves based on the requirements
          of the  |  |                                                                                                   | 
|Superintendency of Banks                             |  | 75,094                                                                                            | 
|Reserves based on 0.75%                              |  | 41,719                                                                                            | 
|Individual and global loan loss allowances           |  | 89,927                                                                                            | 
|Minimum reserves required                            |  | 89,927                                                                                            | 
|Voluntary reserves                                   |  | 14,341                                                                                            | 
|                                                     |  |                                                                                                   | 
|Total loan loss allowances                           |  | 104,268                                                                                           | 
|                                                     |  |                                                                                                   | 
|Total loan allowances as a percentage of total loans |  | 1.9%                                                                                              | 

The following table analyzes
our substandard loans (i.e., all of the loans included in categories B-, C and
D) and past due loans and the allowances for loan losses existing at the dates
 indicated. Substandard loans in the old rating system included all loans rated
B- or worse. In the new loan rating system, substandard loans include all consumer
loans and mortgage loans rated B- or worse and all commercial loans rated C2
or worse. Therefore, the figure for substandard loans in 2004 and 2005 is not
comparable to the figures in previous years.

|                                                 |  | As of December
          31,                                                                                                   
|------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------
|                                                 |  |                                                                                                                                
|                                                 |  | 2001                                                                                                                           
|                                                 |  |                                                                                                                                
|                                                 |  | (in millions
                    of constant Ch$ as of December 31, 2005,
                    except
          for percentages)
|                                                 |  |                                                                                                                                
|Total loans                                      |  | 5,562,503                                                                                                                      
|Substandard loans (1)                            |  | 122,885                                                                                                                        
|Substandard loans as a percentage of total loans |  | 2.21                                                                                                                           
|                                                 |  |                                                                                                                                
|Amounts past due(2)                              |  | 73,170                                                                                                                         
|To the extent secured(3)                         |  | 21,242                                                                                                                         
|To the extent unsecured                          |  | 51,928                                                                                                                         
|                                                 |  |                                                                                                                                
|Amounts past due as a percentage of total loans  |  | 1.32                                                                                                                           
|To the extent secured(3)                         |  | 0.38                                                                                                                           
|To the extent unsecured                          |  | 0.93                                                                                                                           
|                                                 |  |                                                                                                                                
|Reserves for loans losses as a percentage of:    |  |                                                                                                                                
|Total loans                                      |  | 1.87                                                                                                                           
|Total loans excluding contingent loans           |  | 2.02                                                                                                                           
|Total amounts past due                           |  | 142.50                                                                                                                         
|Total amounts past due-unsecured                 |  | 200.80                                                                                                                         

|   
|---
|(1)
|   
|(2)
|   
|(3)
|   

The following table analyzes our loan loss allowances and changes in the allowances attributable to write-offs, new allowances, allowances released, allowances on loans acquired and the effect
of price-level restatement on loan loss

90

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allowances. Chilean GAAP requires that the loan loss allowance be debited the full amount of all charge-offs (irrespective of whether the charged-off loan was fully provisioned) and simultaneously credited the same amount
through the taking of a new provision. The net effect of these two entries, which are included in the table below under charge-offs and allowances established,  respectively, is to leave the loan loss allowance unchanged
following the charge off of a loan. Subsequently, at the end of each calendar month, loan loss allowances are released to the extent not needed. Such releases, which are included in the table below under allowances released, therefore
include any amounts relating to provisions originally made in respect of loans that have been charged-off.

|                                             |  | As of December
                    31,                                                                     
|-------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------
|                                             |  |                                                                                                            
|                                             |  | 2001                                                                                                       
|                                             |  |                                                                                                            
|                                             |  | (in millions
                    of constant Ch$ as of December 31, 2005,
          except for percentages)
|                                             |  |                                                                                                            
|Loan loss allowances at beginning of period  |  | 98,560                                                                                                     
|Increase in loan allowance due to the Merger |  | -                                                                                                          
|Release of allowances upon charge-offs (1)   |  | (41,879                                                                                                    
|Allowances established (2)                   |  | 52,812                                                                                                     
|Allowances released(3)                       |  | (2,263                                                                                                     
|Price-level restatement(4)                   |  | (2,962                                                                                                     
|                                             |  |                                                                                                            
|Loan loss allowances at end of period        |  | 104,268                                                                                                    
|                                             |  |                                                                                                            
|Ratio of write-offs to total loans           |  | 0.8                                                                                                        
|Loan loss allowances at end of period as a   |  |                                                                                                            
|percentage of total loans                    |  | 1.9                                                                                                        

|                                                                         
|-------------------------------------------------------------------------
|(1)                                                                      
|                                                                         
|(2)                                                                      
|                                                                         
|(3)                                                                      
|                                                                         
|(4)                                                                      
|                                                                         
|The following table shows charge-offs by Santander-Chile by type of loan:
|                                                                         

|                           |  | For the Year Ended
          December 31,                       | 
|-------------------------- |  | --------------------------------------------------------------- | 
|                           |  |                                                                 | 
|                           |  | 2001                                                            | 
|                           |  |                                                                 | 
|                           |  | (in millions of
          constant Ch$ as of December 31, 2005) | 
|Consumer loans             |  | 14,857                                                          | 
|Residential Mortgage loans |  | 1,017                                                           | 
|Commercial loans           |  | 26,006                                                          | 
|                           |  |                                                                 | 
|**Total**                  |  | 41,879                                                          | 
|                           |  |                                                                 | 

The following table shows recoveries by Santander
          Chile by type of loan:

|                                                     |  | For the Year Ended
                    December 31,                       | 
|---------------------------------------------------- |  | ------------------------------------------------------------------------- | 
|                                                     |  |                                                                           | 
|                                                     |  | 2001                                                                      | 
|                                                     |  |                                                                           | 
|                                                     |  | (in millions of
                    constant Ch$ as of December 31, 2005) | 
|                                                     |  |                                                                           | 
|Commercial recoveries                                |  | 4,267                                                                     | 
|Consumer loans                                       |  | 5,432                                                                     | 
|Mortgage recoveries                                  |  | 414                                                                       | 
|Recoveries of loans reacquired from the Central Bank |  | 2,401                                                                     | 
|                                                     |  |                                                                           | 
|Total                                                |  | 12,514                                                                    | 
|                                                     |  |                                                                           | 

Based on information available regarding our debtors, we believe that our loan loss allowances are sufficient to cover known potential losses and losses inherent in a loan portfolio of the size and nature of our loan
portfolio.

91

---



The following tables set forth, as of December 31 of each of the last five years, the proportions of our required minimum loan loss allowances that were attributable to our commercial, consumer
and residential mortgage loans, and the amount of voluntary allowances (which are not allocated to any particular category) at each such date.

|                           |  | As of December
          31, 2001 |  | As of December
          31, 2002                     |  
|-------------------------- |  | --------------------------------- |  | ----------------------------------------------------- | -
|                           |  |                                   |  |                                                       |  
|                           |  | Allowance amount(1)               |  | Allowance
amount
as a
percentage
of loans
in
category |  
|                           |  |                                   |  |                                                       |  
|Commercial loans           |  | 70,589                            |  | 1.6                                                   | %
|Consumer loans             |  | 16,068                            |  | 4.7                                                   | %
|Residential mortgage loans |  | 3,268                             |  | 0.4                                                   | %
|Total allocated allowances |  | 89,926                            |  | 1.6                                                   | %
|Leasing                    |  | 14,342                            |  | 0.3                                                   | %
|Voluntary allowances       |  | -                                 |  | -                                                     |  
|Total allowances           |  | 104,268                           |  | 1.9                                                   | %

|                           |  | As of December
                         31, 2001 |  | As of December
                         31, 2002                                                        |  
|-------------------------- |  | ------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------- | -
|                           |  |                                                  |  |                                                                                                         |  
|                           |  | Allowance amount(1)                              |  | Allowance
          amount
          as a
          percentage
          of loans in
          category |  
|                           |  |                                                  |  |                                                                                                         |  
|Commercial loans           |  | 113,872                                          |  | 1.97                                                                                                    | %
|Consumer loans             |  | 46,632                                           |  | 5.56                                                                                                    | %
|Residential mortgage loans |  | 10,928                                           |  | 0.74                                                                                                    | %
|Total allocated allowances |  | 171,432                                          |  | 2.12                                                                                                    | %
|Leasing                    |  | 6,828                                            |  | 0.08                                                                                                    | %
|Voluntary allowances       |  | 379                                              |  | 0.01                                                                                                    | %
|Total allowances           |  | 178,639                                          |  | 2.21                                                                                                    | %

|                               |  | As of December
          31, 2005 | 
|------------------------------ |  | --------------------------------- | 
|                               |  |                                   | 
|                               |  | Allowance amount(1)               | 
|                               |  |                                   | 
|Commercial loans               |  | 69,657                            | 
|Consumer loans                 |  | 62,730                            | 
|Residential mortgage loans     |  | 7,685                             | 
|Total allocated allowances     |  | 140,072                           | 
|Leasing                        |  | 7,794                             | 
|Total non-allocated allowances |  | -                                 | 
|Total allowances               |  | 147,866                           | 

|   
|---
|(1)
|   
|(2)

E. Research and Development, Patents and Licenses, etc.

We do not currently conduct any significant research and development activities.

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F. Trend Information

As of the date of filing this Annual report, we are unaware of any trend, uncertainty, demands, commitments or events that would have a material effect on the company's net revenues, profitability, liquidity or capital resources that has not been discussed above or that would cause reported financial information to not necessarily be indicative of future operating results or financial conditions. On February 21, 2006 the Superintendency of Bank published our unaudited earnings and a condensed balance sheet on a stand alone basis for the month of January 2006. Our net income reached Ch$21,052 million, a 9.1% increase compared to January 2005.

G. Reconciliation of Non-GAAP Measures

Adjusted net interest income margin

|                                 |  | Year ended December 31, |   |  | % Change   |  
|-------------------------------- |  | ----------------------- | - |  | ---------- | -
|                                 |  |                         |   |  |            |  
|                                 |  | 2003                    |   |  | 2004       |  
|                                 |  |                         |   |  |            |  
|Interest revenue                 |  | 651,540                 |   |  | 812,032    |  
|Interest expense                 |  | (330,119                | ) |  | (326,743   | )
|                                 |  |                         |   |  |            |  
|Net interest revenue             |  | 321,421                 |   |  | 485,289    |  
|Foreign exchange transactions    |  | 161,363                 |   |  | 7,915      |  
|Adjusted net interest income (1) |  | 482,784                 |   |  | 493,204    |  
|Average interest earning assets  |  | 10,768,109              |   |  | 10,917,862 |  
|Adjusted net interest margin (2) |  | 4.5                     | % |  | 4.5        | %

|   
|---
|(1)
|   
|(2)

Fees from checking accounts and lines of credit

|                                       |  | Year ended December 31, |  | % Change |  |        | % Change |          
|-------------------------------------- |  | ----------------------- |  | -------- |  | ------ | -------- | ---------
|                                       |  |                         |  |          | 
|                                       |  | 2003                    |  | 2004     |  | 2005   |          | 2003/2004
|                                       |  |                         |  |          |  |        |          |          
|Checking accounts                      |  | 35,462                  |  | 32,539   |  | 33,179 |          | (8.2     
|Lines of credit                        |  | 3,247                   |  | 2,127    |  | 8,368  |          | (34.5    
|                                       |  |                         |  |          |  |        |          |          
|Checking accounts & lines of credit(1) |  | 38,709                  |  | 34,666   |  | 41,547 |          | (10.4    

|   
|---
|   
|(1)

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

We are managed
by our board of directors, which, in accordance with our by-laws, consists of
11 directors and two alternates who are elected at annual ordinary shareholders
meetings. The current members of the board of directors were elected by the shareholders
in the ordinary shareholders meeting held on April 19, 2005. Members of
the board of directors are elected for three-year terms. The term of each of
the  current board members expires on April of 2008. Cumulative
voting is permitted for the election of directors. The board of directors may
appoint replacements to fill any vacancies that occur during periods between
elections. If any member of the board of directors  resigns before his or her
term has ended, and no other alternate director is available to take the position
at the next annual ordinary shareholders meeting a new replacing member
will be elected. In 2005 the Bank accepted the resignation of  Gerardo Jofré and
Fernando Cañas. Marco Colodro replaced Gerardo Jofre and Jesus Zabalza
was appointed Alternate Director in replacement of Fernando Cañas, both
elected in the Annual Shareholders Meeting held on April 19,
2005. In January 2006 Juan Colombo resigned and a replacement has not been named
yet. Our executive officers are appointed by the board of directors and hold
office at its discretion. Scheduled meetings of the board of directors are held
monthly.  Extraordinary meetings can be held when called in one of three ways:
by the Chairman of the board of directors, by three directors with the consent
of the Chairman of the board of directors or by six directors. None of the members
of our Board of  Directors has a service contract which entitles any Director
to any benefits upon termination of employment with Santander-Chile.

Our current directors are as follows:

|Directors                     |  | Position                 |  | Committees                    |  | Term Expires
|----------------------------- |  | ------------------------ |  | ----------------------------- |  | ------------
|                              |  |                          |  |                               |  |             
|Mauricio Larraín Garcés       |  | Chairman and Director    |  | Asset and Liability Committee |  | April 2008  
|                              |  |                          |  | Executive Credit Committee    |  |             
|                              |  |                          |  | Marketing and                 |  |             
|                              |  |                          |  | Communications Committee      |  |             
|Marcial Portela Alvarez       |  | First Vice Chairman and  |  |                              |  | April 2008  
|                              |  | Director                 |  |                               |  |             
|Benigno Rodríguez Rodríguez   |  | Second Vice Chairman and |  | Audit Committee               |  | April 2008  
|                              |  | Director                 |  |                               |  |             
|Víctor Arbulú Crousillat      |  | Director                 |  | Audit Committee               |  | April 2008  
|Marco Colodro Hadjes          |  | Director                 |  |                              |  | April 2008  
|Lucía Santa Cruz Sutil        |  | Director                 |  |                              |  | April 2008  
|Juan Andrés Fontaine Talavera |  | Director                 |  | Asset and Liability Committee |  | April 2008  
|Roberto Méndez Torres         |  | Director                 |  | Executive Credit Committee    |  | April 2008  
|                              |  |                          |  | Marketing and                 |  |             
|                              |  |                          |  | Communications Committee      |  |             
|Carlos Olivos Marchant        |  | Director                 |  | Audit Committee               |  | April 2008  
|                              |  |                          |  | Executive Credit Committee    |  |             
|Roberto Zahler Mayanz         |  | Director                 |  | Asset and Liability Committee |  | April 2008  
|Raimundo Monge Zegers         |  | Alternate Director       |  |                              |  | April 2008  
|Jesús Zabalza Lotina          |  | Alternate Director       |  |                              |  | April 2008  

Mauricio Larraín Garcésis our Chairman. He is a member of the Asset and Liability Committee, the Executive Credit Committee and the
Marketing and Communication Committee. He is the former Executive Vice Chairman of the Board of Directors of Old Santander-Chile. He is also First Vice Chairman of Santander Chile Holding S.A. and President of Santander Inversiones S.A. and
Universia Chile S.A. He is a director of theAsociación de Bancos e Instituciones Financieras de Chile. Mr. Larraín began working at Santander Chile in 1989.
Previous to that he wasIntendenteof the Superintendency of Banks, Manager of External Debt at the Banco Central de Chile and a Senior Finance Specialist at the World Bank in
Washington. He holds degrees in Economics (Candidate) and in Law from Universidad Católica de Chile and from Harvard University.

Marcial Portela Alvarezbecame a Director on May 6, 1999 and Vice Chairman of the board on May 18, 1999. He currently oversees all of Banco Santander
Central Hispanos investments in Latin America and was the Director of Administration (Medios)at Banco Santander from November 1998 until the formation of Banco Santander
Central Hispano. In the past, he was the CEO of Telefónica Internacional, Vice Chairman of Telefonica España and the Managing Director of Banco Argentaria and also worked at several other banks, including Banco Exterior, Caja Postal,
Banco Hipotecario and

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BBV. Mr. Portela is also a member of the Advisory Council of the University of Chicago and a professor at Universidad Deusto. Mr. Portela holds a degree in Sociology from the University of Lovaina and a Political Science
degree from the Universidad de Madrid.

Benigno Rodríguez Rodríguezbecame a Director on March 19, 1996. He is a member of the Audit Committee. He served as Vice Chairman of the
Board of Santiago from April 17, 2002 through the date the merger was consummated. Before that he served as Santiagos Director of Management Information Systems. Currently, he is also President of Banco Santa Cruz in Bolivia, Altec Chile and
of Teatinos Siglo XXI. He is a director of Santander Chile Holding S.A., Aurum S.A., Santander Holding Perú and Segovía XXI España Mr. Rodriguez holds a degree in Economics from the Universidad Complutense of Madrid.

Víctor Arbulú Crousillatbecame a Director on May 6, 1999. He is a member of the Audit Committee. He is also director of Teatinos Siglo XXI
and Aurum S.A. He was a Managing Director of JPMorgan, member of its European management committee and Chief Executive Officer for Spain and Portugal from 1988 until 1998. He has worked for JPMorgan for over 25 years in various positions in Europe,
North America and South America. Mr. Arbulu also worked for the Inter-American Development Bank. Mr. Arbulu holds a degree in Engineering and a Masters of Business Administration.

Marco Colodro Hadjesbecame a Director on April 19, 2005. Mr. Colodro is a member of the Executive Credit Committee. Mr. Colodro also serves as a
Director of Telefónica Chile and a Director of Codelco. He is a former chairman of TVN (national television network) and vice chairman of Banco del Estado (state bank). He was also owner of Agencia de Valores Alfa S.A. Prior to that he was
Foreign Trade Director at the Central Bank of Chile. Mr. Colodro holds a degree in Economics from Universidad de Chile, and a Ph.D. from University of Paris.

Lucía Santa Cruz Sutilbecame a Director on August 19, 2003. Ms. Santa Cruz holds a degree in History and a Masters Degree in Philosophy from
Oxford University. She has been a Director of the Political Economy Institute of Universidad Adolfo Ibañez since 2001. Ms. Santa Cruz is also a director of Universia Chile S.A. She is also on the Board of Compañía de Seguros
Generales y de Vida La Chilena Consolidada and Fundación Minera Escondida. She is also on the Advisory Board of Nestle Chile and the Fundación Educacional Santa Teresa de Avila. She is also a member of the Self-Regulation Committee for
Insurance Companies in Chile.

Juan Andrés Fontaine Talaverabecame a Director on February 26, 1998. He is a member of the Asset and Liability Committee. He is a senior partner
at Juan Andrés Fontaine y Asociados, an economic consulting firm in Chile, a board member of several companies and a professor at the Catholic University in Chile. Mr. Fontaine is also a researcher for the Instituto de Libertad y Desarrollo
and the Centro de Estudios Públicos. Prior to that he was Chief Economist at the Central Bank of Chile. Mr. Fontaine holds a degree in Economics from the Catholic University of Chile and a Masters degree in Economics from the University of
Chicago.

Roberto Méndez Torresis a former member of the Board of Old Santander-Chile, to which he was appointed in 1996. He is a member of the Executive
Credit Committee and the Marketing and Communication Committee. He is also Director of AFP Summa Bansander S.A. and Vice-Chairman of Universia S.A. He is a professor of Economics at Universidad Católica de Chile. Mr. Mendez also sits on theConsejo Consultor del Rector de la Universidad Católica deChile. He has been Advisor to Grupo Santander Chile since 1989. Mr. Méndez is President and Director of
Adimark Chile. He graduated with a degree in Business from Universidad Católica de Chile, and holds an MBA and a Ph.D. from the Graduate School of Business at Stanford University.

Carlos Olivos Marchantbecame a Director on April 15, 1987. He is Chairman of the Audit Committee and a member of the Executive Credit Committee. He was
Chairman of the Board of Santiago from May, 1999 until the date of the merger. He is also a director of Compañia Cervecerías Unidas S.A., Inversiones Rentas S.A. and Inversiones Tajamar Ltda. Prior to that, he was Vice Chairman of the
board since March 31, 1998. He is a partner in the law firm Guerrero, Olivos, Novoa y Errazuriz. From 1981 to 1983, Mr. Olivos served as General Counsel of the Central Bank of Chile, and from 1984 to 1986 he served as Chairman of the board of
directors of Banco Osorno. Mr. Olivos holds a law degree from the Universidad de Chile and a Masters of Jurisprudence from New York University School of Law.

*Roberto
Zahler Mayanz*became a Director on August 31, 1999.
He is a member of the Asset and Liability Committee. Currently, he is President
of Zahler & Co, a consulting firm. He is also director of Air Liquide-Chile
and member of the CLAAF or the Latin American Committee for Financial Affairs.
He was also President of the Board of Siemens Chile and the Advisory Board of
Deutsche Bank Americas Bond Fund. He was also a visiting professor at the IMF's
Research Department and a member of the Quota Formula Review Committee of the
International Monetary Fund. Between 1991 and 1996 he was President of the Central
Bank of Chile and Vice-President from 1989-1991. He also serves as a consultant
for the World Bank, the IDB, the IMF and the International Bank of Settlements.
Mr. Zahler has also provided technical assistance to various Central Banks and
Finance Ministries in most countries of Latin America, Indonesia , Kosovo and
Thailand. Mr. Zahler holds a degree in Business Administration from the Universidad
de Chile and a Masters and a Ph.D. in Economics from the University of Chicago.

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Raimundo Monge Zegers.became an Alternate Director on April 29, 2003. He is Corporate Director of Strategic Planning for Grupo Santander-Chile and is
CEO of Santander-Chile Holding S.A. and Teatinos Siglo XXI S.A. He is also President of Santander S.A. Sociedad Securitizadora and Santander Factoring S.A. He is a director of Santander Multimedios S.A., Soince S.A., AFP Bansander S.A. and Bansa
Santander S.A. and an alternate director of Universia Chile S.A. Mr. Monge has a degree in business from the Universidad Católica de Chile and a MBA from the University of California, Los Angeles.

Jesús Zabalza Lotinabecame a Director on April 19, 2005. He has worked for 22 years in the Spanish financial systems, and served as CEO in Banco
Viscaya, Banco Hipotecario, Caja Postal and La Caixa. He as also served as director in several affiliate companies on La Caixa and Telefónica in Spain. He is Managing Director of Americas División of Santander Group for retail
banking, and vice president of the Spanish Association of Finance Executives (AEEF). He also serves as Director of Banco Santander Bancorp in Puerto Rico. Mr. Zabalza holds a degree in Industrial Engineering from the University of Bilbao.

Senior Management

Our senior managers are as follows:

|Senior Manager              |  | Position                             |  | Date Appointed  
|--------------------------- |  | ------------------------------------ |  | ----------------
|                            |  |                                      |  |                 
|Oscar von Chrismar          |  | Chief Executive Officer              |  | August 1, 2003  
|José Alberto García Matanza |  | Corporate Director of Credit Risk    |  | January 1, 2005 
|David Turiel                |  | Corporate Financial Controller       |  | July 18, 2002   
|Ramón Sanchez               |  | Corporate Director of Internal Audit |  | January 1, 2004 
|José Manuel Manzano         |  | Corporate Director Human Resources   |  | October 31, 2002
|Andres Roccatagliata        |  | Retail Banking                       |  | October 31, 2002
|Fernando Massú              |  | Global banking                       |  | October 6, 2005 
|Alejandro Cuevas            |  | Banefe Consumer Division             |  | July 18, 2002   
|Andrés Heusser              |  | Middle-market Banking                |  | October 1, 2004 
|Roberto Jara                |  | Chief Accounting Officer             |  | July 18, 2002   
|Juan Fernández              |  | Administration and Operations        |  | July 18, 2002   
|Gonzalo Romero              |  | General Counsel                      |  | July 18, 2002   

Oscar von Chrismar C.became the CEO of Santander-Chile in August 2003 after being Manager of global Banking following the merger. Prior to that he was
the former CEO of Old-Santander Chile since September 1997, after being General Manager of Banco Santander-Peru since September 1995. Mr. von Chrismar is also President of Santander S.A. Agente de Valores and a director of Santiago Leasing S.A.
Prior to that, Mr. von Chrismar was the manager of the Finance Division of Santander-Chile, a position he had held since joining Santander-Chile in 1990. Mr. von Chrismar holds an Engineering degree from the Universidad de Santiago de Chile.

José Alberto García Matanzabecame Director of the Risk Division in January 2005. Mr. García has served in various senior positions
Banco Santander Central Hispano since 1990 in Spain, Colombia and Argentina. Mr. García holds a degree in Economics from the University of Cantabria, Spain.

David Turielis the Corporate Financial Controller of Santander Chile, which is in charge of the Accounting and Financial Control Departments. He has
held this position since December 2001. Mr. Turiel is also a director of Aurum S.A. and Teatinos Siglo XXI. Previously, Mr. Turiel was Financial Controller of Banco Santander Brazil and Director of Market Risks and Manager of Auditing in Spain. Mr.
Turiel has an Economics and Business degree from the Universidad Complutense of Madrid.

Ramón Sánchezis the Corporate Director of Internal Auditing, a position he has held since January 2004. Previously, Mr. Sánchez was
Director of Internal Auditing in Banco Santander in Puerto Rico. Mr. Sánchez has served in various positions in Banco Santander Central Hispano since 1995, including Senior Vice President of auditing in Madrid. Mr. Sánchez holds a law
degree from the Universidad of Salamanca.

José Manuel Manzanowas appointed Corporate Director of Human Resources for Santander-Chile on October 31, 2002. Previously he served as Manager
of Human Resources for Old Santander-Chile since 1999. Prior to that he was

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General Manager of Santander Fund Management and Managing Director of Bancassurance. He is also a Director of Santander Chile Holding. Mr. Manzano holds an MBA and a degree in Business from Universidad Católica de
Chile.

Andrés Roccatagliatais our Retail Banking Manager. He is the former manager of Old Santander-Chiles Retail Division, a position he held
from 1999 until August 2002, when the merger with Santiago was consummated. Mr. Roccatagliata is also a director of Santander Santiago S.A. Administradora de Fondos Mutuos, Altavida Santander Seguros de Vida S.A. and Redbank S.A. Prior to that he
served as Manager of Distribution of Old Santander-Chile in June 1997 and was responsible for the branch network of Old Santander-Chile. From 1993 to 1997, Mr. Roccatagliata was the Commercial Manager of Banefe. Before that, he was a Regional and
Branch Manager from 1987 to 1990. Mr. Roccatagliata holds a degree in business from the Universidad de Santiago and an MBA from the Universidad Adolfo Ibáñez.

Fernando Massú Taréis the Manager of Global Banking that includes wholesale banking and treasury services. He is the former manager of the
Treasury and Finance Division of Old-Santander Chile, a position he held since May 1995. Mr. Massú is also a director of Santander Santiago S.A. Administradora de Fondos Mutuos and Sociedad Interbancaria de Depósito de Valores S.A.
From September 1992 until May 1995 he was Treasurer at Banco de Comercio e Industria, a Portuguese affiliate of Banco Santander Central Hispano, S.A., and prior to that he was a Vice-President at Citibank, Chile. Mr. Massú, a graduate of
Universidad Técnica Federico Santa María, holds a degree in Business Administration.

Alejandro Cuevasbecame Manager of the Banefe Division of Santander-Chile in January 2000. Mr. Cuevas is also a director of Altavida Santander Seguros de
Vida S.A. and Transbank S.A. Prior to that he was the Commercial Manager of Banefe between May 1997 and December 1999 and Marketing Manager of Banefe from March 1995 to May 1997. Mr. Cuevas has a Business degree from Universidad de Chile.

Andrés Heusseris our Middle Banking Manager. He held the same position in the Old Santander-Chile since 1990, when he entered Santander Group.
Mr. Heusser is also a director of Santiago Leasing S.A. and Santander Factoring S.A. Mr. Heusser holds a degree in business from the Universidad de Santiago and an MBA from the Universidad Adolfo Ibáñez.

Roberto Jarais our Chief Accounting Officer. He is the former Chief Accounting Officer at Old Santander-Chile, a position he held from March 1998 until
August 2002, when the merger with Santiago was consummated. He joined Old Santander-Chile in 1978, and held several positions there such as Sub-Manager of Budget and Costs and Chief of IT Projects. Mr. Jara is a CPA and holds a degree in Tax
Management from Universidad Adolfo Ibañez.

Juan Fernándezis our manager of Administration and Operations. He is the former Manager of Administration and Cost Control of Old
Santander-Chile, a position he held since April 1999 until August 2002, when the merger with Santiago was consummated. Mr. Fernández is also Director of Santander Chile Holding S.A., Santander S.A. Sociedad Securitizadora, Santander Factoring
S.A., Altec S.A., Bansa Santander S.A., Multinegocios S.A. and Procura Digital Chile S.A. Previously Mr. Fernández served as Manager for Accounting and Administration of Old Santander-Chile since January 1993. Prior to that Mr.
Fernández was at Banchile Agencia de Valores y Subsidiarias, and at JPMorgan in Santiago and Madrid.

Gonzalo Romerois our General Counsel, a position he has held since July 18, 2002. He is also a director of Santander Santiago S.A. Sociedad
Securitizadora. Mr. Romero, a lawyer, joined Old Santander-Chile in February 1997 as General Counsel. He had been General Manager of Banco Concepción from 1991 to 1996 and General Counsel of Banco Concepción from 1986 to 1990. He has a
Degree in Law from the Universidad de Chile.

B. Compensation

For the year ended December 31, 2005, the aggregate amount of compensation paid by us to all of our directors was Ch$407 million including attendance fees and monthly stipends. For the year ended December 31, 2005, the aggregate amount of compensation paid by us to all of our executive officers and our management members was Ch$28,969 million (US$56 million). In our annual shareholder meeting held on April 19, 2005, a monthly stipend per director of UF 209 (US$7,306) was approved by shareholders. This amount will be increased by UF 26 per month (US$909) if a Board member is named to one or more committees of the Board. In addition, we paid certain directors professional service fees in an aggregate amount of Ch$399 million (US$0.8 million) in 2005 for the consulting services they rendered to us in the field of their expertise.

We do not pay any contingent or deferred compensation and there is no stock option or profit-sharing plan for our administrative, supervisory or management personal. Furthermore nothing was set
aside or accrued by us to provide pension, retirement or similar benefits for our Directors and executive officers.

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We pay bonuses to our administrative, supervisory or management personnel based on pre-defined goals (mainly commercial but also including items such as customer satisfaction) and our overall
performance in the year. Santander-Chile currently does not have any profit-sharing arrangements with its employees. There is no system for the granting of options or securities to employees. These bonuses are provisioned for monthly, according to
the degree of accomplishment of our budget. We also give bonuses throughout the year to commercial teams for performance in other commercial contests. None of the members of our Board of Directors has a service contract which entitles any Director
to any benefits upon termination of employment with Santander-Chile.

C. Board Practices

Summary Comparison of Corporate Governance Standards and New York Stock Exchange Listed Company Standards

As a Foreign Private Issuer under the United States Securities Exchange Act of 1934 that is listed on the New York Stock Exchange (NYSE),
    we are required to provide a brief general summary of the significant ways
    in which our corporate governance standards, which are dictated by Chilean
    corporate law, differ from those followed by U.S. companies under NYSE listing
    standards.

Please note that because more than 50% of our voting power is held by another company, Banco Santander Central Hispano, S.A., we would be permitted to elect certain exemptions under NYSE
corporate governance standards. Specifically, as a U.S. company, we could elect to be exempted from the requirements (i) that we have a majority of independent directors (as defined by the NYSE), (ii) that we have a nominating/ corporate governance
committee meeting certain conditions, and (iii) that we have a compensation committee meeting certain requirements. Because as a U.S. company we would not be required to follow these standards, we do not discuss the differences, if any, between
these provisions and our own corporate governance procedures in the table below.

The table below summarizes the significant differences between our corporate governance standards and those required by the NYSE for listed U.S. companies.

|NYSE Listed Company Requirement                              |  | Santander Chile Corporate Governance Standard                          
|------------------------------------------------------------ |  | -----------------------------------------------------------------------
|                                                             |  |                                                                        
|Non-management directors must meet at regularly scheduled    |  | Under Chilean law, a companys executive officers may not              
|executive sessions without management.                       |  | serve as such companys directors. As a result, our board              
|                                                             |  | consists entirely of non-management directors, making                
|                                                             |  | separate meetings unnecessary.                                         
|Shareholders must be given the opportunity to vote on all    |  | Shareholders vote is not required for any equity-compensation         
|equity-compensation plans and material revisions thereto.    |  | plans other than those for
    the directors. Our compensation policies
|                                                             |  | currently do not provide
    for equity compensation, therefore do not 
|                                                             |  | trigger shareholders vote.                                            
|Listed companies must adopt and disclose corporate           |  | We follow the corporate governance guidelines established              
|governance guidelines.                                       |  | under Chilean laws, a summary of which is included in this             
|                                                             |  | 20-F.                                                                  
|Listed companies must adopt and disclose a code of business  |  | We have a code of business ethics and conduct which must be            
|conduct and ethics for directors and employees, and promptly |  | signed by all employees and are included as exhibits to this           
|disclose any waivers of the code for directors or executive  |  | 20-F.                                                                  
|officers.                                                    |  |                                                                        

Summary of Corporate Governance Standards

Santander-Chile has adopted diverse measures to promote good corporate governance. Among the measures adopted are:

- Board of Directors mainly composed of professionals not related to Banco Santander Central Hispano, our parent company.
- Active participation of Directors in main committees of the Bank.
- All personnel must subscribe to a code of ethics and good conduct. Those who interact directly with the capital markets must also subscribe to an additional code of conduct.

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- Segregation of functions in order to assure adequate management of risks. Commercial areas separated from back office areas. Risk management independent of commercial areas. Main credit decisions taken
in committees.
- Internal Auditing Area clearly independent from the Administration.
- The Bank also has an Internal Compliance Division that oversees the fulfillment of the Banks codes of conduct.

Santander-Chile has a commitment to transparency. This includes:

- Equal treatment for all shareholders. One share = one vote.
- Monthly publication of the Banks results by the Superintendency of Banks.
- Quarterly report of a detailed analysis of Bank results published by us at least 30 days after the close of each interim quarter and 40 days after close of the full year.
- Quarterly conference call open to the public.
- All information relevant to the public available immediately
on the web page
www.santandersantiago.cl.
- Ample and periodic coverage of Bank by international and local stock analysts.
- The Bank has five credit risk ratings by five independent rating agencies, local and international.

Audit Committee

Board member
      
      Position in CommitteeCarlos Olivos
      
      ChairmanBenigno Rodríquez. R.
      
      Vice ChairmanVíctor Arbulú.C.
      
      Member


The Audit Committee (Comité de Directores y Auditoría)is comprised of three members of the board of
directors. The Chief Executive Officer, our General Counsel and the General Auditor can be invited to the meetings if necessary. This Committees primary responsibility is to support the board of directors in the continuous improvement of
our system of internal controls, which includes reviewing the work of both the external auditors and the Internal Audit Department. The committee is also responsible for analyzing observations made by regulatory entities of the Chilean financial
system about us and for recommending measures to be taken by our management in response. This committee also performs certain functions of a remuneration committee. The external auditors are recommended by this committee to our board of directors
and appointed by our shareholders at the annual shareholders meeting.

Additionally this committee is responsible for:

- Presenting to the board of directors a list of candidates for the selection of an external auditor.
- Presenting to the board or directors a list of candidates for the selection of rating agencies.
- Overseeing and analyzing the results of the external audit and the internal reviews.
- Coordinating the activities of internal auditing with the external auditors review.
- Analyzing the interim and year-end financial statements and reporting the results to the board of directors.
- Analyzing the external auditors reports and their content, procedures and scope.
- Analyzing the rating agencies reports and their content, procedures and scope.
- Obtaining information regard the effectiveness and reliability of the internal control systems and procedures.
- Analyzing the information systems performance, its sufficiency, reliability and use in connection with decision-making processes.
- Obtaining information regarding compliance with the companys policies regarding the due observance of laws, regulations and internal rules to which the company is subject.

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- Obtaining information and resolve conflict interest matters and investigating suspicious and fraudulent activities.
- Analyzing the reports of the inspection visits, instructions and presentations of the Superintendency of Banks.
- Obtaining information, analyzing and verifying the companys compliance with the annual audit program prepared by the internal audit department.
- Informing the board of directors of accounting changes and their effect.
- Examining the compensation plans of high level executives and managers

Asset and Liability Committee

Board
     member
      
      Position in CommitteeMauricio Larraín.
      
      ChairmanRoberto Zahler.
      
      MemberJuan Andrés
                Fontaine.
      
      Member


TheComité de Activos y Pasivosor the Asset and Liability Committee (the ALCO), following guidelines
set by the Board of Directors, Santander Central Hispanos Global Risk Department, is responsible for establishing Santander-Chiles policies, procedures and limits with respect to market risks and monitoring the overall performance in
light of the risks assumed. The ALCO constantly monitors whether these policies are fulfilled. Santander-Chiles Market Risk and Control Department and the Finance Division carry out the day-to-day risk management of the trading and non-trading
activities of Santander-Chile.

The composition of the Asset and Liabilities Management Committee includes the Chairman of the Board, two members of the Board, the Chief Executive Officer, the Manager of the Finance Division,
the Manager of Corporate Risk, the Financial Controller and other senior members of management. Senior members of Santander-Chiles Finance Division meet monthly on a formal basis with the Asset and Liabilities Management Committee and outside
consultants.

Executive Credit Committee

Board member
      
      Position in CommitteeMauricio Larraín.
      
      ChairmanCarlos Olivos.
      
      MemberRoberto Méndez.
      
      MemberMarco Colodro
      
      Member The Executive Credit Committee is comprised of the Chairman of the Board, two additional Board member, the Corporate Legal Counsel, the CEO, the Manager of Global Banking, the Corporate Director of Risk and two senior
  members of the Credit Risk department that present the loans being revised. This committee revises the loan position reviewed by the Senior Credit Committee with approval rights up to the maximum exposure permitted by the General Banking Law.


Marketing and Communications Committee

Board member
      
      Position in CommitteeMauricio Larraín.
      
      ChairmanRoberto Méndez
      
      Member


The Marketing and Communications Committee is comprised of the Chairman of the Board and an additional Board member, the CEO, the Manager of Retail Banking, the Manager of Banefe, the Manager
of Human Resources, the Manager of Corporate Communications, the Manager of Marketing and other senior managers of the Bank. This committee revises all matters related with products, corporate image and communications.

100

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D. Employees

As of December 31, 2005, on a consolidated basis we had 7,482 employees, 7,260 of whom were bank employees and 222 of whom were employees of our subsidiaries. With respect to the average number
of employees for the Bank only, during each of the years ended December 31, 2003,  2004 and 2005 we had, on a combined basis, 7,883, 7,542 and 7,414 employees, respectively. We have traditionally enjoyed good relations with our employees and their
unions. Of the total headcount, 3,077 or 41% were unionized. In 2003 we signed a new collective bargaining agreement with the Banks main unions. In the past, we have applied the terms of our collective bargaining agreements to unionized and
non-unionized employees.

Employees
      
      2005Executives
      
      535Professionals
      
      3,235Administrative
      
      3,712Total
      
      7,482


E. Share Ownership

As of December 31, 2005, the following directors and executives held shares in Santander-Chile:

Director
      
      Number of SharesMauricio Larraín G
      
      160Juan Andrés Fontaine T
      
      561,954José Manuel
     Manzano T
      
      187,145Juan Fernández F
      
      35,536 No director or executive officer owns more than 1% of the shares of
      Santander-Chile.


Santander-Chile currently does not have any arrangements for involving employees in its capital and there is no systematic arrangement for grant of options or shares or securities to
them.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of December 31, 2005 Santander-Chiles largest shareholders were the following:

|Shareholder                 |  | Number of Shares |  | Percentage |  
|--------------------------- |  | ---------------- |  | ---------- | -
|                            |  |                  |  |            |  
|Teatinos Siglo XXI S.A.     |  | 78,108,391,607   |  | 41.45      | %
|Santander Chile Holding     |  | 66,822,519,695   |  | 35.46      |  
|Grupo Empresarial Santander |  | 13,626,663,708   |  | 7.23       |  

Banco Santander Central Hispano (the successor entity to Santander Spain after its merger with Banco Central Hispanoamericano, S.A. on April 17, 1999) is the controlling shareholder of
Santander-Chile, which as of December 31, 2005 directly and indirectly owned or controlled 83.94% of Santander-Chile.

Banco Santander Central Hispano controls Santander-Chile
    through its holdings in Teatinos Siglo XXI and Santander-Chile Holding, which
    are controlled subsidiaries, and through the indirect ownership of ADSs representing
    7.23% of Santander-Chiles outstanding capital stock. As of December 31, 2005, Banco
  Santander Central Hispano directly and indirectly owned or controlled 99.0% of Santander-Chile Holding. Banco Santander Central Hispano directly and indirectly owned or controlled 100% of Teatinos Siglo XXI S.A. Banco Santander Central Hispano also
  owned 7.23% of the Bank via ADRs acquired in the market by Grupo Empresarial Santander. This gave Banco Santander Central Hispano control over 84.14% of the shares of the Bank and actual participation when excluding minority shareholders of 83.94% at December 31, 2005.
  Banco Santander Central Hispano is in a position to cause the election of a majority of the members of Santander-Chiles
  Board of Directors, to determine its dividend and other policies and to determine
  substantially all matters to be decided by a vote of shareholders. Santander
  Central Hispano holds ordinary shares to which no special voting rights are
  attached. Each share represents one vote and there are no shareholders with
  different voting rights.

The number of outstanding shares of Santander-Chile (of which there is only one class, being ordinary shares) at December 31, 2005 was 188,446,126,794 shares, without par value.
Santander-Chiles shares are listed for trading in the Chilean Stock Exchanges and in the New York Stock Exchange in connection with the registration of ADRs. The market capitalization

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of Santander-Chile at the same date was Ch$4,070,436 million (US$7,916 million), representing 188,446,126,794 shares of common stock. At December 31, 2005, Santander-Chile had 14,318 holders registered in Chile, including
the Bank of New York, as depositary (the Depositary) of Santander-Chiles American Depositary Share Program. As of December 31, 2005, there were a total of 12 ADR holders on record. Since some of these ADRs are held by nominees, the
number of record holders may not be representative of the number of beneficial holders.

Other than the information disclosed in this section, there are no arrangements in the knowledge of Santander-Chile, which can result in a change of control of Santander-Chile.

B. Related Party Transactions

In accordance with the provisions of the General Banking Law, and with the instructions given by the Superintendency of Banks, persons or entities are considered related to the natural or
juridical persons that are related with the ownership or management of the Institution, directly or by means of third parties.

The Chilean Companies Law requires that our transactions with related parties be on a market basis or on similar terms to those customarily prevailing in the market. We are required to compare the terms of any such transaction to those prevailing in the market at the date the transaction is to be entered into. Directors of companies that violate this provision are liable for losses resulting from such violations.

In addition, under the Chilean Companies Law, a company may not enter into a transaction in which one or more of its directors has a direct or indirect interest unless (i) such transaction has received the prior approval from the company's board of directors and (ii) the terms of such transaction are consistent with the terms of transactions of a similar type prevailing in the market. If it is not possible to reach such a judgment, the board may appoint two independent evaluators. The evaluators' final conclusions must be made available to shareholders and directors for a period of 20 business days, during which shareholders representing 5% or more of the issued voting shares may request the board to call a shareholders' meeting to resolve the matter, with the agreement of two thirds of the issued voting shares required for approval. For purposes of this regulation, the law considers that the amount of a proposed
transaction is material if it exceeds (i) 1% of the company's net worth (provided that it also exceeds 2,000 UF) and (ii) in any case, 20,000 UF.

All resolutions approving such transactions must be reported to the company's shareholders at the next annual shareholders' meeting. Violations of this provision does not affect the validity of the transaction, but may result in administrative, criminal or civil liabilities imposed on the interested directors and damages paid to the corporation, the shareholders and/or third parties who suffer losses as a result of such violation. We believe that we have complied with the applicable requirements under the Chilean Companies Law in all transactions with related parties. We will continue to comply with such requirements.

Loans granted to related parties

Related party loans, all of which are current, are as follows:

| |                          |  | As of December 31,
| | ------------------------ |  | ------------------
| |                          |  |                   
| |                          |  | 2004              
| |                          |  |                   
| |                          |  | Loans             
| |                          |  |                   
| |                          |  | MCh$              
| | Operating companies      |  | 59,664            
| | Investment companies (1) |  | 156,474           
| | Individuals (2)          |  | 16,087            
| |                          |  |                   
| | Total                    |  | 232,225           
| |                          |  |                   

|   
|---
|(1)
|   
|(2)
|   
|   
|   

| | (a) | a bank may not extend to any person or legal entity (or group of related entities), directly or indirectly, unsecured loans in an amount that exceeds 5.0% of the banks effective equity, or secured loans in an
amount that exceeds 25.0% of its effective equity. In the case of foreign export trade finance, this 5.0% ceiling is raised to: 10.0% for unsecured financing, 30.0% for secured financing. This ceiling is raised to 15.0% for loans granted to
finance public works under the concessions system contemplated in the Decree 93 with Force of Law 164 of 1991, of the Ministry of Public Works, provided that either the loan is secured on the concession, or the loan is granted as part of a loan
syndication;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | a bank may not grant loans bearing more favorable terms than those generally offered by banks in the same community to any entity (or group of related entities) that is directly or indirectly related to its owners or
management;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | a bank may not extend loans to another financial institution in an aggregate amount exceeding 30.0% of its effective equity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | a bank may not directly or indirectly grant a loan the purpose of which is to allow the borrower to acquire shares in the lending bank;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | a bank may not lend, directly or indirectly, to a Director or any other person who has the power to act on behalf of the bank, or to certain related parties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | a bank may not grant loans to individuals or legal entities involved in the ownership or management of the bank, whether directly or indirectly (including holders of 1.0% or more of its shares), on more favorable terms than
those generally offered to non-related parties. Loans may not be extended to senior executives and to companies in which such individuals have a participation of 5.0% or more of the equity or net earnings in such companies.The aggregate amount of loans to related parties may
not exceed a banks effective equity; and                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g) | the maximum aggregate amount of loans that a bank may grant to its employees is 1.5% of its effective equity, and no individual employee may receive loans in excess of 10.0% of such 1.5% limit. These limitations do not
apply to a single home mortgage loan for personal use per term of employment of each employee. We are not aware of any loans to any related parties exceeding the above lending limits.                                                                                                                                                                                                                                                                                                                  

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Other transactions with related parties:

During the years ended December 31, 2003, 2004 and 2005 the Bank had the following significant income (expenses) from services provided to (by) related parties:

|                                                                        |  | Year ended December 31,
|----------------------------------------------------------------------- |  | -----------------------
|                                                                        |  |                        
|                                                                        |  | 2003                   
|Company                                                                 |  | Income/(Expenses)      
|                                                                        |  |                        
|                                                                        |  | MCh$                   
|Redbanc S.A. (payment for administering ATM network)                    |  | (3,409)                
|Transbank S.A. (payments for administering credit card network          |  | (5,410)                
|Sixtra Chile S.A. (Computer services)                                   |  | (71)                   
|Santander G.R.C. Ltda. (collection services)                            |  | 283                    
|Santander Chile Holding S.A. (rent)                                     |  | 125                    
|Santander Factoring S.A. (rent)                                         |  | 60                     
|Bansa Santander S.A. (rent and sale of repossessed assets)              |  | 807                    
|AFP Bansander S.A (rent)                                                |  | 210                    
|Altec S.A. (technology services)                                        |  | (3,214)                
|Santander Investment Chile S.A. (rent)                                  |  | -                      
|Altavida Cia. De Seguro De Vida S.A. (collection of insurance policies) |  | 3,497                  
|Plaza El Trebol S A (rent)                                              |  | (106)                  
|Others                                                                  |  | (346)                  
|Total                                                                   |  | (7,574)                
|                                                                        |  |                        

Not applicable.

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ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Financial Information

See Item 18.

Legal Proceedings

On August 28, 1996, Banco Español de Crédito filed a complaint against Auca Forestal S.A. and O'Higgins Corredores de Bolsa Ltda. (Currently *Santiago Corredores de Bolsa Ltda.*). The Santiago Court of Appeals reversed a finding of the trial court in favor of Banco Español de Credito and Banco Español de Credito has appealed that ruling to the Supreme Court, where the matter is currently pending. The Bank's management and its legal counsel believe that the resolution of this contingency is not likely to cause damages to the subsidiary and this contingency has been fully provisioned in an amount of Ch$180 million.

Our subsidiary Santander S.A. Agente de Valores is involved in a pending suit with Orsini con Orsini y Otros, which is seeking damages in an amount of approximately US$500,000 from Santander S.A. Agente de Valores. On December 18, 2001 the courts ruled against our subsidiary. On November 4, 2005 the Appeals Court ruled in favor of Santander S.A. Agente de Valores, but this ruling has been appealed to the Supreme Court. This legal contingency has not been provisioned as the amount of the claim is estimated to be negligible.

On August 26, 1992 a suit was filed by the Chilean Internal Revenue Service against the Bank and is still pending. The Appeals Court partially ruled in favor of Banco Santander Chile and substantially reduced the amount of the tax difference. In the opinion of our legal advisors, these claims are not likely to have, in the aggregate, a material adverse effect on our consolidated financial condition or results of operations and as of December 31, 2005 the Bank maintained a provision of Ch$519 million, which covers the totality of this claim.

In addition, we are subject to certain claims and are party to certain legal and arbitration proceedings incidental to the normal course of our business, including claims for alleged
operational errors. We do not believe that the liabilities related to such claims and proceedings are likely to have, in the aggregate, a material adverse effect on our consolidated financial condition or results of operations.

There are no material proceedings in which any of our directors, any members of our senior management, or any of our affiliates is either a party adverse to us or our subsidiaries or has a
material interest adverse to us or our subsidiaries.

Dividends and dividend policy

See Item 3: Selected Financial DataDividends.

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ITEM 9. THE OFFER AND LISTING

A. Historical Trading Information

In the merger former Santiago was the legal surviving
entity and the corporate name was changed to BancoSantander-Chile. As
a result shareholders of Old Santander-Chile received 3.55366329 shares of Banco
Santiago for every one share of Santander-Chile that they owned on the record
date for the merger. Therefore, the  historical trading information corresponds
to former Santiago shares and ADRs. The table below shows, for the periods indicated,
the annual, quarterly and monthly high and low closing prices (in nominal Chilean
pesos) of the shares of our common  stock on the Santiago Stock Exchange and
the annual, quarterly and monthly high and low closing prices (in U.S. dollars)
as reported by the NYSE.

|                        |  | Santiago Stock Exchanges |  | NYSE            | 
|----------------------- |  | ------------------------ |  | --------------- | 
|                        |  |                          |  |                 | 
|                        |  | Common Stock             |  | ADS(2)          | 
|                        |  |                          |  |                 | 
|                        |  | High                     |  | Low             | 
|                        |  |                          |  |                 | 
|                        |  | (Ch$ per share(1))       |  | (U.S.$ per ADS) | 
|Annual Price History    |  |                          |  |                 | 
|2001                    |  | 15.40                    |  | 10.60           | 
|2002                    |  | 14.70                    |  | 10.80           | 
|2003                    |  | 15.30                    |  | 12.65           | 
|2004                    |  | 18.20                    |  | 13.30           | 
|2005                    |  | 22.75                    |  | 17.11           | 
|Quarterly Price History |  |                          |  |                 | 
|2004                    |  |                          |  |                 | 
|1st Quarter             |  | 16.80                    |  | 13.30           | 
|2nd Quarter             |  | 16.45                    |  | 14.60           | 
|3rd Quarter             |  | 17.10                    |  | 15.95           | 
|4th Quarter             |  | 18.20                    |  | 17.55           | 
|2005                    |  |                          |  |                 | 
|1st Quarter             |  | 19.60                    |  | 17.55           | 
|2nd Quarter             |  | 19.20                    |  | 17.11           | 
|3rd Quarter             |  | 22.30                    |  | 17.79           | 
|4th Quarter             |  | 22.75                    |  | 20.00           | 
|Monthly Price History   |  |                          |  |                 | 
|October 2005            |  | 22.50                    |  | 20.00           | 
|November 2005           |  | 22.67                    |  | 20.50           | 
|December 2005           |  | 22.75                    |  | 21.00           | 
|January 2006            |  | 24.94                    |  | 21.60           | 
|February 2006           |  | 25.09                    |  | 23.50           | 
|March 2006              |  | 24.10                    |  | 22.05           | 

Sources: Santiago Stock Exchange Official Quotation Bulletin; NYSE.

|(1) | Pesos per share reflect nominal price at trade date.                    
|--- | ------------------------------------------------------------------------
|(2) | Price per ADS in U.S.$; one ADS represents 1,039 shares
of common stock.

B. Plan of Distribution

Not applicable

C. Nature of Trading Market

Nature of Trading Market

Shares of our common stock are traded on the Chilean Stock Exchanges. Each ADS represents 1,039 shares of common stock. The ADRs have been issued pursuant to the Deposit Agreement, dated as of
August 1, 2002, among Santander-Chile, the Depositary and all holders from time to time of ADRs. As of December 31, 2005, 30,991,810 ADSs were outstanding (equivalent to 32,200,490,734 shares of common stock or 17.1% of the total number of issued
shares of common stock). This figure includes the 7.23% owned directly by Grupo Empresarial Santander. As of December 31, 2005

there were a total of 12 ADR holders on record. Since some of these ADRs are held by nominees, the number of record holders may not be representative of the number of beneficial holders.

D. Selling Shareholders

Not Applicable.

E. Dilution

Not Applicable.

F. Expenses of the Issue

Not Applicable.

106

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ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Our issued share capital as of December 31, 2005, was Ch$746,037 million (US$1,451 million), divided into a single series of 188,446,126,794 shares of common stock without par value.

B. Memorandum and Articles of Association

The legal predecessor of Santander-Chile was Banco Santiago (Santiago). Santiago was incorporated by public deed dated September 7, 1977 granted at the Notary Office of Alfredo Astaburuaga
Gálvez. Santiago received its permission to incorporate and function as a bank by Resolution No. 118 of the Superintendency of Banks on October 27, 1977. The Banks bylaws were approved by Resolution No. 103 of the Superintendency of
Banks on September 22, 1977. In January 1997, Santiago merged with Banco OHiggins with Santiago being the surviving entity. In 1999, Santiago became a controlled subsidiary of Banco Santander Central Hispano.

Shareholder rights in a Chilean bank that is also an open stock (public) corporation are governed by (1) the corporation's estatutos, which effectively serve the purpose of both the articles or certificate of incorporation and the by-laws of a company incorporated in the United States, (2) the General Banking Law and (3) to the extent not inconsistent with the latter, by the provisions of Chilean Companies Law applicable to open stock corporations, except for certain provisions which are expressly excluded. Article 137 of the Chilean Companies Law provides that all provisions of the Chilean Companies Law take precedence over any contrary provision in a corporation's estatutos. Both the Chilean Companies Law and our estatutos provide that legal actions by shareholders against us (or our officers or directors) to enforce their rights as shareholders or by one shareholder against another in their capacity as such are to be
brought in Chile in arbitration proceedings, notwithstanding the plaintiff's right to submit the action to the ordinary courts of Chile.

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The Chilean securities markets are principally regulated by the Superintendency of Securities and Insurance under the Chilean Securities Market Law and the Chilean Companies Law. In the case of banks, compliance with these laws is supervised by the Superintendency of Banks. These two laws provide for disclosure requirements, restrictions on insider trading and price manipulation and protection of minority investors. The Chilean Securities Market Law sets forth requirements relating to public offerings, stock exchanges and brokers, and outlines disclosure requirements for companies that issue publicly offered securities. The Chilean Companies Law sets forth the rules and requirements for establishing open stock corporations while eliminating government supervision of closed (closely-held) corporations. Open stock (public) corporations are those with 500 or more shareholders, or companies in which 100 or more shareholders
own at least 10.0% of the subscribed capital (excluding those whose individual holdings exceed 10.0%), and all other companies that are registered in the Securities Registry of the Superintendency of Securities and Insurance.

Board of Directors

The Board of Directors is constituted by 11 regular members and 2 alternate members, appointed by the relevant General Shareholders Meeting. The directors may be either shareholders or non-shareholders of the Company.

The directors shall remain in office for three years; may be reelected indefinitely and shall be renewed in its entirety at the end of each period. If for any reason, at the time scheduled for the General Shareholders
Meeting where the newly appointments of directors are to be made were not held, the duties of those serving as such shall be extended until their replacements are designated in which case the Board of Director shall convene, at the shortest time
possible, a Meeting in order to effect the appointments.

The directors shall be entitled to compensation for the performance of their duties. The amount of their compensations shall be determined annually by the General Shareholders Meeting. The aforesaid is to be understood
without prejudice to the payments that, in the form of wages, fees, travel accounts, expense accounts, dues as representatives of the Board of Directors or any other cash payments, payments in kind or royalties of any sort whatsoever, might have
been assigned to certain directors for the performance or specific duties or tasks other than their functions as directors imposed upon them specifically by the General Shareholders Meeting. These special compensations shall be authorized or
approved by the General Shareholders Meeting, and for that purpose, a detailed and separate entry shall be made in the Annual Report, which shall expressly indicate the complete name of each one of the directors receiving such compensations.

Without prejudice to any other incapacity or incompatibility established by law, the following may not be elected to become a director: (a) Those persons who have been sentenced or are being tried for crimes which are punished with penalties, either as principal or as accessory, of temporary or permanent suspension or incapacity to hold public office; (b) Those persons have been declared bankrupt and have not been rehabilitated; (c) The members of both the House of Representatives and the Senate; (d) The directors or employees of any other financial institution; (e) The employees who are appointed by the President of the Republic or the employees or officers of the State, Public Services, Public Institutions, Semi - Public Institutions, Autonomous Entities, State Controlled Companies and, generally, all Public Services created by a law, as well as of enterprise, corporations or public or
privates entities in which the State or this enterprises, corporations or centralized or decentralized institutions may have majority or made even capital contributions or, under the same conditions, be represented or participate, provided that the restriction established under this subparagraph (e) does not apply to those who hold positions in teaching activities; and (f) The Bank's employees, which shall not prevent a director from performing, under a transitory basis and for a term not to exceed ninety days, the position of General Manager. Chief executive officers may not be elected as directors.

For purposes of the appointment of directors, each shareholder shall have the right to one vote per share for purposes of appointing a single person, or distribute such votes in such other form as he may deem convenient, and the persons obtaining the largest number of votes in the same and single process shall be awarded the appointments, until all the appointments to be made have been effected. The election of the regular and alternate board members shall be carried out separately. For purposes of the casting, of the vote, the Chairman and the Secretary, together with any other persons that may have been previously designated by the Meeting to sing the minutes thereof, shall issue a certificate giving evidence of the votes that in loud voice are being issued by the shareholders attending, following the order of the list of attendance being taken.

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Each shareholder shall be entitled, however, to cast his vote by means of a ballot signed by him, stating whether he sings for his own account or as a representative. Notwithstanding, in order to expedite the casting
process, the Chairman of the Corporation or the Superintendency, as the case may be, shall be entitled to order that the vote be taken alternatively or indistinctly by voice vote or by means of ballots. At the time of polling, the Chairmen shall
instruct that the votes are read out loud, in order for those attending to count for themselves the number of votes issued and to verify with the said annotation and the ballots the actual outcome of the selection.

The Secretary shall make the addition of the votes and the Chairman shall proclaim elected those who have obtained the largest majorities, until all the appointments have been made. The Secretary shall place the documents
evidencing the outcome of the scrutiny, duly signed by the persons charged with the duty of verifying the number of votes issued, together with the ballots delivered by the shareholders who did not vote in a loud voice, in an envelope which shall be
closed and sealed with the corporate seal and shall remain deposited with the Bank for a least two years.

Every appointment of directors, or any changes in the appointment of directors, shall be transcribed into a public deed before a notary public, published in a newspaper of Santiago and notified to the Superintendency of
Banks and Financial Institutions, by means of the filing of a copy of the respective public deed. Likewise, the appointments of General Manager, Manager and Deputy Managers shall be communicated and transcribed into a public deed.

The vacancies caused in case that a director ceases in the performance of this duties, whether by reason of incompatibility, limitation, legal incapacity or bankruptcy, impossibility, unauthorized, death, resignation or
any other legal cause, shall be filled as follows: (a) The vacancies of regular members by the alternate members; and (b) The vacancies of an alternate position, caused by the application of letter (a) above, or in the case that a regular position
could not be filled as provided for such letter (a) when both alternate members became regular, shall be filled by the Board of Directors on its first meeting after the vacancy, the board members appointed in that shall be in such position until the
next General Shareholders Meeting which shall make the definitive appointment, such replacing director will remain on its position until the expiration of the term of the director that caused the vacancy.

The alternate board members may replace temporarily the regular board members in case of their absence or temporal impossibility to attend, or in a definitive manner in case of vacancy. The alternate board members shall be
always entitled to attend to the board meetings and to speak in them. They will be entitled to vote in such meetings only when a regular member does not attend thereto and such alternate member acts as replacement.

During the first meeting following its appointment by the relevant General Shareholders Meeting, the Board of Directors shall elect in a separate vote from among its members, a Chairman, a 1st Vice Chairman and a 2nd Vice
Chairman, after ceasing such persons, for any reason, in their offices. In the event of a tie, the appointment shall be decided by lottery.

The Board of Directors shall meet in ordinary
  sessions at least once a month, held on the pre-set dates and time as determined by the same Board. Extraordinary meetings shall be held whenever called by the Chairman, whether at his own will or upon the request of three or more directors, subject
  in such case to the prior qualification of the Chairman to the effect that holding the meeting is justified, except if the request is made by the absolute majority of the directors in office, in which case the meeting shall be held without such
  prior qualification. The extraordinary meetings may only address those matters specifically included in the relevant agenda, except that, if the meeting is attended by all the directors in office, they may agree otherwise with the unanimous vote of
  all of them. Extraordinary meetings shall be called by means of a written instrument; signed by the Chairman or the Secretary or his alternate, and delivered to each one of the directors at least three days prior to the date set for the meeting.

The quorum for the Board of Directors Meeting shall be 6 of its members. The resolutions shall be adopted by the affirmative vote of the absolute majority of the attending directors. In the event of a tie, the person
acting as the Chairman of the meeting shall cast a deciding vote.

The directors having an interest vested on a negotiation, act, contract or transaction that is not related to the bank business, either as principal or as representative of other person, shall communicate such fact to the
other directors. The respective resolutions shall be approved by the Board, it shall be in accordance to the prevailing fair market conditions and the fact must be disclosed to the next General Shareholders Meeting.

The discussions and resolutions of the Board of Directors shall be recorded in a special book of minutes maintained by the Secretary. The relevant minutes shall be signed by the directors attending the meeting and by the
Secretary, or his alternate. If a director considers that such minutes are inaccurate or incomplete, he shall be entitled to record the respective objections, before actually signing it. The resolutions adopted may be carried out without being
necessary to approve the minutes at a subsequent meeting. In the event of death, refusal or incapacity for any reason of any of the directors attending to sign the minutes, such circumstance shall be recorded at the end of the minutes stating the
reason for the impediment.

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The directors shall be personally liable for all the acts they may effect in the performance of their duties. The director who may wish to disclaim his responsibility with respect to any act or resolution of the Board of
Directors, shall cause to record his opposition in the minutes, of which shall the following General Shareholders Meeting be informed by the Chairman.

The Board will represent the Bank in and out of courts  and, for the performance of the Banks business, a circumstance that will not be necessary to prove before third parties, it will be empowered with all the
authorities and powers of administration that the law or the By-laws do not set as exclusive of the General Shareholders Meeting, without being necessary to grant any special power of attorney, even for those acts that the law requires to do so.
This provision is notwithstanding the judicial representation of the Bank that is part of the General Managers authorities. The Board may delegate part of its authorities to the General Manager, to the Managers, Deputy Managers or Attorneys of
the Bank, a Director, a Commission of Directors, and for specifically determined purposes, in other persons.

Meetings and Voting Rights

An ordinary annual meeting of shareholders is held within the first four months of each year. The ordinary annual meeting of shareholders is the corporate body that approves the annual
financial statements and our annual report, approves all dividends in accordance with the dividend policy determined by our board of directors, elects the board of directors and approves any other matter which does not require an extraordinary shareholders meeting.
The last ordinary annual meeting of our shareholders was held on April 19, 2005. Extraordinary meetings may be called by our board of directors when deemed appropriate, and ordinary or extraordinary meetings must be called by our board of directors
when requested by shareholders representing at least 10.0% of the issued voting shares or by the Superintendency of Banks. Notice to convene the ordinary annual meeting or an extraordinary meeting is given by means of three notices which must be
published in a newspaper of our corporate domicile (currently Santiago) or in the Official Gazette in a prescribed manner, and the first notice must be published not less than 15 days nor more than 20 days in advance of the scheduled meeting. Notice
must also be mailed 15 days in advance to each shareholder and given to the Superintendency of Banks and the Santiago, Valparaiso and Electronic Stock Exchanges. Currently, we publish our official notices in the El Mercurio newspaper of Santiago.

The quorum for a shareholders meeting is established by the presence, in person or by proxy, of shareholders representing at least an absolute majority of the issued shares; if a quorum
is not present at the first meeting, the meeting can be reconvened (in accordance with the procedures described in the previous paragraph) and, upon the meeting being reconvened, shareholders present at the reconvened meeting are deemed to
constitute a quorum regardless of the percentage of the shares represented. The shareholders meetings pass resolutions by the affirmative vote of an absolute majority of those voting shares present or represented at the meeting. The vote
required at any shareholders meeting to approve any of the following actions, however, is a two-thirds majority of the issued shares:

- a change in corporate form, spin-off or merger;
- an amendment to our term of existence or early dissolution of the company;
- a change in corporate domicile;
- a decrease of corporate capital with the prior approval by the SBIF;
- the approval of capital contributions in kind and a valuation of the assets contributed;
- a modification of the powers exercisable through the
shareholders meetings or limitations on the powers of our board
of directors;
- the method of distributing corporate earnings;
- the transfer of 50.0% or more of the corporate assets, regardless of whether it includes liabilities, or the formation or amendment of any business plan that contemplates the transfer of
50.0% or more of the corporate assets;
- the granting of real or personal guarantees to secure third-party obligations exceeding 50% of the assets;
- the approval of material related-party transactions when requested by shareholders representing at least 5.0% of the issued and outstanding shares with right to vote; or
- the purchase of shares its own;
- the decision to distribute less than 30.0% of the net profits of any given year as dividends;
- the curing of irregularities of procedures contained in the corporate charter or a modification of the corporate by-laws.

Shareholders may accumulate their votes for the election of directors and cast the same in favor of one person.

In general, Chilean
  law does not require a Chilean open stock corporation to provide the level and type of information that U.S. securities laws require a reporting company to provide to its shareholders in connection with a solicitation of proxies. However,
  shareholders are entitled to examine the books of the company within the 15-day period before the

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ordinary annual meeting. Under Chilean law, a notice of a shareholders meeting listing matters to be addressed at the meeting must be mailed not fewer than 15 days prior to the date of such meeting, and, in cases of
an ordinary annual meeting, shareholders holding a prescribed minimum investment must be sent an Annual Report of the companys activities which includes audited financial statements. Shareholders who do not fall into this category but who
request it must also be sent a copy of the companys Annual Report. In addition to these requirements, we regularly provide, and management currently intends to continue to provide, together with the notice of shareholders meeting, a
proposal for the final annual dividend.

The Chilean Companies Law provides that whenever shareholders representing 10.0% or more of the issued voting shares so request, a Chilean companys Annual Report must include, in
addition to the materials provided by the board of directors to shareholders, such shareholders comments and proposals in relation to the companys affairs. Similarly, the Chilean Companies Law provides that whenever the board of
directors of an open stock corporation convenes an ordinary meeting of the shareholders and solicits proxies for that meeting, or distributes information supporting its decisions, or other similar material, it is obligated to include as an annex to
its Annual Report any pertinent comments and proposals that may have been made by shareholders owning 10.0% or more of the companys voting shares who have requested that such comments and proposals be so included.

Only shareholders registered as such with us on the fifth calendar day prior to the date of a meeting are entitled to attend and vote their shares. A shareholder may appoint another individual (who need not be a
shareholder) as his proxy to attend and vote on his behalf. Every shareholder entitled to attend and vote at a shareholders meeting has one vote for every share subscribed. Each share represents one vote and there are no special classes of
shares with different rights. Our bylaws do not include any condition that is more significant than required by law to change the right of shareholders.

Capitalization

Under Chilean law, the shareholders of a company, acting at an extraordinary shareholders meeting, have the power to authorize an increase in such companys capital. When an investor
subscribes for issued shares, the shares are registered in such investors name, even if not paid for, and the investor is treated as a shareholder for all purposes except with regard to receipt of dividends and the distribution of capital;
provided that the shareholders may, by amending the by-laws, also grant the right to receive dividends or distributions of capital. The investor becomes eligible to receive dividends and distributions of capital once it has paid for the shares (if
it has paid for only a portion of such shares, it is entitled to reserve a corresponding pro-rata portion of the dividends declared and/or returns of capital with respect to such shares unless the companys by-laws provide otherwise). If an
investor does not pay for shares for which it has subscribed on or prior to the date agreed upon for payment, the company is entitled under Chilean law to auction the shares on the stock exchange and collect the difference, if any, between the
subscription price and the auction proceeds. However, until such shares are sold at auction, the subscriber continues to exercise all the rights of a shareholder (except the right to receive dividends and return of capital). In the case of banks,
authorized shares and issued shares which have not been paid for within the period fixed for their payment by the Superintendency of Banks are cancelled and are no longer available for issuance by the company.

Article 22 of Chilean Companies Law states that the purchaser of shares of a company implicitly accepts its by-laws and any agreements adopted at shareholders meetings.

Approval of Financial Statements

Our board of directors is required to submit our audited financial statements to the shareholders annually for their approval. The approval or rejection of such financial statements is entirely
within our shareholders discretion. If our shareholders reject our financial statements, our board of directors must submit new financial statements not later than 60 days from the date of such rejection. If our shareholders reject our new
financial statements, our entire board of directors is deemed removed from office and a new board of directors is elected at the same meeting. Directors who individually approved such rejected financial statements are disqualified for re-election
for the ensuing period.

Registrations and Transfers

We act as our own registrar and transfer agent, as is customary among Chilean companies. In the case of jointly owned shares, an attorney-in-fact must be appointed to represent the joint owners
in dealings with us.

Dividend, Liquidation and Appraisal Rights

Under the Chilean Companies Law, Chilean companies are generally required to distribute at least 30.0% of their annual earnings as dividends. However, under the General Banking Law, banks are
permitted to distribute less than such minimum amount in any given year if holders of at least two-thirds of the banks common stock so determine.

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In the event of any loss of capital or of the legal reserve, no dividends can be distributed so long as such loss is not recovered. Also, no dividends of a bank above the legal minimum can be distributed if doing so would
result in the bank exceeding its indebtedness ratio or its lending limits.

Dividends that are declared
but not paid by the date set for payment at the time of declaration are adjusted
from the date set for payment to the date such dividends are actually paid, and
they  accrue interest. The right to receive any declared dividend expires after
five years, after which time the entitlement to perceive such dividend is passed
on to the National Firemen Corps of Chile.

We may declare a dividend in cash or in shares. When a share dividend is declared above the legal minimum (which minimum must be paid in cash), our shareholders must be given the option to
elect to receive cash. Our ADS holders may, in the absence of an effective registration statement under the Securities Act or an available exemption from the registration requirement thereunder, effectively be required to receive a dividend in cash.See Preemptive Rights and Increases of Share Capital.

In the event of our liquidation, the holders of fully paid shares would participate equally and ratably, in proportion to the number of paid-in shares held by them, in the assets available
after payment of all creditors.

In accordance with the General Banking Law, our shareholders would have no appraisal rights in the event of a business combination or otherwise.

There is no sinking fund provision or liability to further capital calls by the Bank.

Ownership Restrictions

Under Article 12 of the Chilean Securities Market Law and the regulations of the Superintendency of Securities and Insurance, shareholders of open stock corporations are required to report the following to the
Superintendency of Securities and Insurance and the Chilean stock exchanges:

- Any direct or indirect acquisition or sale of shares that results in the holders acquiring or disposing, directly or indirectly, of 10.0% or more of an open stock corporations
share capital; and
- any direct or indirect acquisition or sale of shares or options to buy or sell shares, in any amount, if made by a holder of 10.0% or more of an open stock corporations capital or if
made by a director, liquidator, main officer, general manager or manager of such corporation.

In addition, majority shareholders must include in their report whether their purpose is to acquire control of the company or if they are making a financial investment. A beneficial owner of
ADSs representing 10.0% or more of our share capital will be subject to these reporting requirements under Chilean law.

Under Article 54 of the Chilean Securities Market Law and the regulations of the Superintendency of Securities and Insurance, persons or entities intending to acquire control, directly or
indirectly, of an open stock corporation, regardless of the acquisition vehicle or procedure, and including acquisitions made through direct subscriptions or private transactions, are also required to inform the public of such acquisition at least
10 business days before the date on which the transaction is to be completed, but in any case, as soon as negotiations regarding the change of control begin (i.e., when information and documents concerning the target are delivered to the potential
acquiror) through a filing with the Superintendency of Securities and Insurance, the stock exchanges and the companies controlled by and that control the target and through a notice published in two Chilean newspapers, which notice must disclose,
among other information, the person or entity purchasing or selling and the price and conditions of any negotiations.

Prior to such publication, a written communication to such effect must be sent to the target corporation, to the controlling corporation, to the corporations controlled by the target
corporation, to the Superintendency of Securities and Insurance, and to the Chilean stock exchanges on which the securities are listed.

In addition to the foregoing, Article 54 A of the Chilean Securities Market Law requires that within two business days of the completion of the transactions pursuant to which a person has
acquired control of a publicly traded company, a notice shall be published in the same newspapers in which the notice referred to above was published and notices shall be sent to the same persons mentioned in the preceding paragraphs.

The provisions of the aforementioned articles do not apply whenever the acquisition is being made through a tender or exchange offer.

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Title XXV of the Chilean Securities Market Law on tender offers and the regulations of the Superintendency of Securities and Insurance provide that the following transactions shall be carried
out through a tender offer:

- an offer which allows a person to take control of a publicly traded company, unless the shares are being sold by a controlling shareholder of such company at a price in cash which is not
substantially higher than the market price and the shares of such company are actively traded on a stock exchange;
- an offer for all the outstanding shares of a publicly traded company upon acquiring two thirds or more of its voting shares (this offer must be made at a price not lower than the price at
which appraisal rights may be exercised, that is, book value if the shares of the company are not actively traded or, if the shares of the company are actively traded, the weighted
average price at which the stock has been traded during the two months immediately preceding the acquisition); and
- an offer for a controlling percentage of the shares of a listed operating company if such person intends to take control of the company (whether listed or not) controlling such operating
company, to the extent that the operating company represents 75.0% or more of the consolidated net worth of the holding company.

Article 200 of the Chilean
Securities Market Law prohibits any shareholder that has taken control of a publicly
traded company to acquire, for a period of 12 months from the date of the  transaction
that granted it control of the publicly traded company, a number of shares equal
to or higher than 3.0% of the outstanding issued shares of the target without
making a tender offer at a price per share not lower than the price paid at
the time of taking control. Should the acquisition from the other shareholders
of the company be made on a stock exchange and on a pro rata basis, the controlling
shareholder may purchase a higher percentage of shares, if so permitted  by the
regulations of the stock exchange.

Title XV of the Chilean Securities Market Law sets forth the basis to determine what constitutes a controlling power, a direct holding and a related party. The Chilean Securities Market Law
defines control as the power of a person, or group of persons acting pursuant to a joint action agreement, to direct the majority of the votes in the shareholders meetings of the corporation, or to elect the majority of members of its board of
directors, or to influence the management of the corporation significantly. Significant influence is deemed to exist in respect of the person or group holding, directly or indirectly, at least 25.0% of the voting share capital, unless:

- another person or group of persons acting pursuant to joint action agreement, directly or indirectly, control a stake equal to or higher than the percentage controlled by such
person;
- the person or group does not control, directly or indirectly, more than 40.0% of the voting share capital and the percentage controlled is lower than the sum of the shares held by other
shareholders holding more than 5.0% of the share capital; and
- in cases where the Superintendency of Securities and Insurance has ruled otherwise, based on the distribution or atomization of the overall shareholding.

According to the Chilean Securities Market Law a joint action agreement is an agreement among two or more parties which, directly or indirectly, own shares in a corporation at the same time and
whereby they agree to participate with the same interest in the management of the corporation or in taking control of the same. The law presumes that such an agreement exist between:

- a principal and its agents;
- spouses and relatives up to certain level of kindred;
- entities within the same business group; and
- an entity and its controller or any of its members.

Likewise, the Superintendency of Securities and Insurance may determine that a joint action agreement exist between two or more entities considering, among others, the number of companies in
which they participate, the frequency with which they vote identically in the election of directors, appointment of managers and other resolutions passed at shareholders meetings.

According to Article 96 of the Chilean Securities Market Law a business group is a group of entities with such ties in their ownership, management or credit liabilities that it may be assumed
that the economic and financial action of such members is directed by, or subordinated to, the joint interests of the group, or that there are common credit risks in the credits

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granted to, or securities issued by, them. According to the Chilean Securities Market Law the following entities are part of the same business group:

- a company and its controller,
- all the companies with a common controller and the latter,
- all the entities that the Superintendency of Securities and Insurance declare to be part of the business group due to one or more of the following reasons:
a substantial part of the assets of the company is involved in the business group, whether as investments in securities, equity rights, loans or guaranties,
  the company has a significant level of indebtedness and that the business group has a material participation as a lender or guarantor,
  when the controller is a group of entities, that the company is a member of a controller of the entities mentioned in the first two bullets above and there are grounds to include it in the
    business group,
  when the controller is a group of entities, that the company is controlled by a member of the controlling group and there are grounds to include it in the business group.
- a substantial part of the assets of the company is involved in the business group, whether as investments in securities, equity rights, loans or guaranties,
- the company has a significant level of indebtedness and that the business group has a material participation as a lender or guarantor,
- when the controller is a group of entities, that the company is a member of a controller of the entities mentioned in the first two bullets above and there are grounds to include it in the
    business group,
- when the controller is a group of entities, that the company is controlled by a member of the controlling group and there are grounds to include it in the business group.

Article 36 of the General
Banking Law states that as a matter of public policy, no person or company may
acquire, directly or indirectly, more than 10.0% of the shares of a bank without
the  prior authorization of the Superintendency of Banks, which may not be unreasonably
withheld. The prohibition would also apply to beneficial owners of ADSs. In the
absence of such authorization, any person, or any group of persons acting in
concert would not be permitted to exercise voting rights with respect to the
shares or ADSs acquired. In determining whether or not to issue such an authorization,
the Superintendency of Banks considers a number of factors enumerated in the
General Banking Law,  including the financial stability of the purchasing party.

Article 35 bis of the General Banking Law requires the prior authorization of the Superintendency of Banks for:

- the merger of two or more banks;
- the acquisition of all or a substantial portion of a banks assets and liabilities by another bank;
- the control by the same person, or controlling group, of two or more banks; or
- a substantial increase in the share ownership by a controlling shareholder of a bank.

Such prior authorization is required solely when the acquiring bank or the resulting group of banks would own a significant market share in loans, defined by the Superintendency of Banks to be
more than 15.0% of all loans in the Chilean banking system. The intended purchase may be denied by the Superintendency of Banks; alternatively the purchase may be conditioned on one or more of the following:

- that the bank or banks maintain an effective equity higher than 8.0% and up to 14.0% of their risk weighted assets;
- that the technical reserve established in Article 65 of the General Banking Law be applicable when deposits exceed one and a half times the resulting banks paid-in capital and
reserves; or
- that the margin for interbank loans be diminished to 20.0% of resulting banks effective equity.

According to the General Banking Law a bank may not grant loans to related parties on more favorable terms than those generally offered to non-related parties. Article 84 No. 2 of the General
Banking Law and the regulations issued by the Superintendency of Banks create the presumption that natural persons who are holders of shares and who beneficially own more than 1.0% of the shares are related to the bank and imposes certain
restrictions on the amounts and terms of loans made by banks to related parties. This presumption would also apply to beneficial owners of ADSs representing more than 1.0% of the shares. Finally, according to the regulations of the Superintendency
of Banks, Chilean banks that issue ADSs are required to inform the Superintendency of Banks if any person, directly or indirectly, acquires ADRs representing 5.0% or more of the total amount of shares of capital stock issued by such bank.

Article 16 bis  of the
General Banking Law provides that the individuals or legal entities which, individually
or with other people, directly control a bank and who individually own more than
 10.0% of its shares shall send to the

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Superintendency of Banks reliable information on their financial situation in the form and in the opportunity set forth in Resolution No 3,156 of the Superintendency of Banks.

Preemptive Rights and Increases of Share Capital

The Chilean Companies Law provides that whenever a Chilean company issues new shares for cash, it must offer its existing shareholders the right to purchase a sufficient number of shares to
maintain their existing ownership percentages in the company. Pursuant to this requirement, preemptive rights in connection with any future issue of shares will be offered by us to the depositary as the registered owner of the shares underlying the
ADSs. However, the depositary will not be able to make such preemptive rights available to holders of ADSs unless a registration statement under the Securities Act is effective with respect to the underlying shares or an exemption from the
registration requirements thereunder is available.

We intend to evaluate, at the time of any preemptive rights offering, the practicality under Chilean law and Central Bank regulations in effect at the time of making such rights available to
our ADS holders, as well as the costs and potential liabilities associated with registration of such rights and the related shares of common stock under the Securities Act, and the indirect benefits to us of thereby enabling the exercise by all or
certain holders of ADSs of their preemptive rights and any other factors we consider appropriate at the time, and then to make a decision as to whether to file such registration statement. We cannot assure you that any registration statement would
be filed. If we do not file a registration statement and no exemption from the registration requirements under the Securities Act is available, the depositary will sell such holders preemptive rights and distribute the proceeds thereof if a
premium can be recognized over the cost of such sale. In the event that the depositary is not able, or determines that it is not feasible, to sell such rights at a premium over the cost of any such sale, all or certain holders of ADSs may receive no
value for such rights. Non-U.S. holders of ADSs may be able to exercise their preemptive rights regardless of whether a registration statement is filed. The inability of all or certain holders of ADSs to exercise preemptive rights in respect of
shares of common stock underlying such ADSs could result in such holders not maintaining their percentage ownership of the common stock following such preemptive rights offering unless such holder made additional market purchases of ADSs or shares
of common stock.

Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a period that cannot be less than 30 days following the grant of such rights. During such
period, and for an additional 30-day period thereafter, a Chilean company is not permitted to offer any unsubscribed shares for sale to third parties on terms which are more favorable than those offered to its shareholders. At the end of such
additional 30-day period, a Chilean open stock corporation is authorized to sell unsubscribed shares to third parties on any terms, provided they are sold on a Chilean stock exchange. Unsubscribed shares that are not sold on a Chilean stock exchange
can be sold to third parties only on terms no more favorable for the purchaser than those offered to shareholders.

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C. Material Contracts

On June 30, 2000, we entered into a long-term contract with IBM for the operation of certain of our systems. On October 15, 2002, this contract was amended as a result of the merger. IBM provides us with information technology services and hardware infrastructure to run our core transactional systems. We signed a contract with IBM for such activities which expires in 2012, pursuant to which aggregate payments are expected to total US$54.4 million over the life of the contract, including taxes.

In the fourth quarter of 2003, the Bank and Almacenes París, the third largest retailer in Chile , announced a strategic alliance to strengthen commercial synergies between both entities and offer exclusive benefits to their clients. This alliance was consummated in December 2004 when Santander-Chile transferred to Empresas París part of the financial assets and branch network of Santander-Chile's Santiago Express division, along with this division's personnel, which became Banco París. In addition, the Bank transferred Ch$118,300 million (US$230 million) in assets to Empresas París, generating a profit of Ch$22,614 million (US$44.0 million) recorded in non-operating income.

In December 2003, we signed an agreement with Altec, Banco Santander Central Hispano's systems management company for Latin America , in order to outsource certain system management functions. This contract has a term of three years commencing on January 1, 2004. The main services Altec provides to us are development and maintenance of applications and systems technology and engineering. Pursuant to this contract, We pay Altec certain service fees comprising of fixed charges and variable charges. The current service rates effective July 1, 2004 include annual fixed charges in a total amount of UF29,463 and variable rates ranging from UF0.7 to UF2.2 per hour.

D. Exchange Controls

The Central Bank is responsible for, among other things, monetary policies and exchange controls in Chile. Appropriate registration of a foreign investment in Chile grants the investor access
to the Formal Exchange Market.See Item 3A: Selected Financial DataExchange Rates.Foreign investments can be registered with the Foreign Investment Committee
under Decree Law No, 600 or can be registered with the Central Bank under the Central Bank Act. The Central Bank Act is an organic constitutional law requiring a special majority vote of the Chilean Congress to be amended. On April 18,
2001, the Central Bank of Chile eliminated all exchange controls and a new Compendium of Foreign Exchange Regulations was published and made effective April 19, 2001. In summary this signified:

|1. | The elimination of the requirement to seek authorization
before executing capital inflows related to foreign loans, investments, capital
increases, bonds and ADRs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Elimination of the requirement to seek authorization before executing capital outflows related to returns of capital, dividends and other benefits stemming from capital investments, as well as foreign debt
prepayments.                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | Elimination of the requirement to seek authorization before executing capital inflows related to the repatriation of capital, profits and other benefits stemming from investments abroad made by resident
investors.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | Elimination of the encaje, or one-year reserve requirement.
Although the encaje has been reduced to 0%, the Central Bank still has the power
to raise the rate. Pursuant to the Compendium of  Foreign Exchange Regulations,
foreign investors acquiring shares or securities in Chile after July 4, 1995
were required to maintain a mandatory reserve (encaje) for one year in the form
of a U.S. dollar deposit with the Central Bank, in a non  interest bearing account,
in an amount equal to 30% of the amount of the proposed investment. On June 26,
1998, the encaje was reduced to 10%, and on September 17, 1998, it was reduced
to 0%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | The elimination of a minimum risk rating requirement for Chilean companies to place bonds abroad.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | The elimination of restrictions regarding the currency denomination of bond placements and loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7. | The elimination of the restrictions to place ADRs (up to now, Chilean companies could only place ADRs through capital increases).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Previously, Chilean law required that holders of shares of Chilean companies who are not residents of Chile mandatorily register as foreign investors under one of the foreign investment regimes
contemplated by Chilean law in order

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to have dividends, sale proceeds or other amounts with respect to their shares remitted outside Chile through the Formal Exchange Market. Under the Foreign Investment Contract (as defined herein), the Depositary, on behalf
of ADS holders, is granted access to the Formal Exchange Market to convert cash dividends from Chilean pesos to U.S. dollars and to pay such U.S. dollars to ADS holders outside Chile, net of taxes, and no separate registration by ADR holders is
required. As of April 19, 2001 the Central Bank deregulated the Exchange Market, eliminating the need to obtain approval from the Central Bank in order to remit dividends, but at the same time eliminating the possibility of guaranteeing access to
the Formal Exchange Market. It is important to point out that this does not affect the current Foreign Investment Contract which was signed prior to April 19, 2001 and still permits access to the Formal Exchange Market based on the prior approval of
the Central Bank. Therefore the holders of ADRs of Santander-Chile are still subject to the Foreign Investment Contract, its clauses referring to the prior exchange rules including the now extinct Chapter XXVI of the Compedium.

E. Taxation

*Chilean Tax Considerations*

The following is a summary of certain Chilean tax consequences of the ownership of shares of Santander-Chiles common stock or of ADSs evidenced by ADRs by Foreign Holders (as defined
herein). The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of shares or ADSs and does not purport to deal with the tax consequences
applicable to all categories of investors, some of whom may be subject to special rules. Holders of shares or ADSs are advised to consult their own tax advisors concerning the Chilean and other tax consequences of the ownership of shares or of ADSs
evidenced by ADRs.

The description of Chilean tax laws set forth below is based on Chilean laws in force as of the date of this Annual Report and is subject to any changes in such laws occurring after the date of
this Annual Report. These changes can be made on a retroactive basis.

Chilean tax law provides for the tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean tax may not be assessed retroactively against taxpayers who act in good faith relying on tax rulings, regulations and interpretations. However, Chilean tax authorities may change said rulings, regulations and interpretations prospectively. Currently, there is no income tax treaty in force between the United States and Chile.

As used herein, the term Foreign Holder means (i) in the case of an individual, a person who is neither a resident of Chile (i.e., residing in Chile for more than six months in a calendar year or two consecutive calendar years) nor domiciled in Chile (i.e., residing in Chile with the actual or presumptive intent of staying in Chile); or (ii) in the case of a legal entity, a legal entity that is not organized under the laws of Chile, unless the shares of Santander-Chile's common stock or ADSs are assigned to a branch, agent, representative or permanent establishment of such entity in Chile.

Taxation of Dividends

Cash dividends paid by Santander-Chile with respect to shares of its common stock, including shares represented by ADSs which are held by a Foreign Holder, will be subject to a 35% Chilean
withholding tax, which is withheld and paid over by Santander-Chile (the Withholding Tax). If Santander-Chile has paid corporate income tax (the First Category Tax) on the income from which the dividend is paid, a credit for
the First Category Tax effectively reduces the rate of Withholding Tax. When a credit is available, the Withholding Tax is computed by applying the 35% rate to the pre tax amount needed to fund the dividend and then subtracting from the tentative
withholding tax so determined the amount of First Category Tax actually paid on the pre tax income. For purposes of determining the rate at which First Category Tax was paid, dividends are treated as paid from Santander-Chiles oldest retained
earnings. The effective Withholding Tax rate, after giving effect to the credit for First Category Tax, generally is:

|(Withholding Tax rate) - (First Category Tax
      effective rate)
|------------------------------------------------------------------
|100 - (First Category Tax effective rate)                         

Dividends distributions made in kind would be subject to the same Chilean tax rules as cash dividends. Stock dividends are not subject to Chilean taxation. The
  distributions of preemptive rights relating to shares of common stock will not be subject to Chilean taxation.

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Taxation of Capital Gains

Gain realized on the sale, exchange or other disposition by a foreign holder of ADSs (or ADRs evidencing ADSs) will not be subject to Chilean taxation, provided that such disposition occurs
outside Chile or that it is performed under the rules of Title XXIV of the Chilean Securities Market Law, as amended by Law No. 19,601, dated January 18, 1999. The deposit and withdrawal of shares of common stock in exchange for ADRs will not be
subject to any Chilean taxes.

Gain recognized on a sale or exchange of shares of common stock (as distinguished from sales or exchanges of ADSs representing such shares of common stock) by a foreign holder will be subject to both the first category tax and the Chilean withholding tax (the former being creditable against the latter) if (1) the foreign holder has held such shares of common stock for less than one year since exchanging ADSs for the shares of common stock, (2) the foreign holder acquired and disposed of the shares of common stock in the ordinary course of its business or as a regular trader of stock or (3) the sale is made to a company in which the foreign holder holds an interest. In all other cases, gain on the disposition of shares of common stock will be subject only to the first category tax levied as a sole tax.

For income tax purposes, the capital gain is the difference between the sales price and the acquisition cost of the stock.

The tax basis of shares of common stock received in exchange for ADSs will be the acquisition value of such shares. The valuation procedure set forth in the deposit agreement, which values
shares of common stock that are being exchanged at the highest price at which they trade on the Santiago Stock Exchange on the date of the exchange, generally will determine the acquisition value for this purpose. Consequently, the conversion of
ADSs into shares of common stock and sale of such shares of common stock for the value established under the deposit agreement will not generate a capital gain subject to taxation in Chile.

In
    the case where the sale of the shares is made on a day that is different
    than the date on which the exchange is recorded, capital gains subject to
    taxation in Chile may be generated. Pursuant to Ruling No. 3708, issued by
    the Chilean Internal Revenue Service on October 1, 1999, Chilean issuers
    of ADSs which amend the deposit agreements to which they are parties to include
    a clause that states that, in the case that the exchanged shares are sold
    by the ADSs holders on a Chilean Stock Exchange, either on the same
    day in which the exchange is recorded in the shareholders registry
    of the issuer or within the two prior business days to such date, the acquisition
    price of such exchanged shares shall be deemed to be the price registered
    in the invoice issued by the stock broker that participated in the sale transaction.
    Consequently, because we have included this clause in the form of American
    depository receipts attached to the deposit agreement, capital gain that
    may be generated if the shares received in exchange for ADSs were sold within
    the two days prior to the date on which the exchange is recorded will not
    be subject to taxation. Sales of the stock which do not meet the conditions
    described in this paragraph will not benefit from the deemed acquisition
price.

The distribution and exercise of preemptive rights relating to the shares of common stock will not be subject to Chilean taxation. Cash amounts received in exchange for the shares or assignment of
preemptive rights relating to the shares will be subject to both the first category tax and the Chilean withholding tax (the former being creditable against the latter to the extent described above).

The sale and disposition of shares of Chilean public corporations which are significantly traded on stock exchanges, such as Santander-Chile, is exempt from Chilean taxes on capital gains if the sale or disposition was made:

- on a Chilean stock
      exchange or any other stock exchange authorized by the Superintendency
      of Securities and Insurance or in a tender offer process according to Title
      XXV of the Chilean Securities Market Law, so long as the shares were originally
      purchased in any of the following manners: (a) on a Chilean stock exchange;
      (b) in a tender offer process pursuant to Title XXV of the Chilean Securities
      Market Law; (c) in the placement of newly issued shares upon the incorporation
      of the issuer; (d) in the placement of newly issued shares, originated
      in a capital increase after the incorporation of the issuer; and (e) in
      the exchange of convertible bonds (in which case the option price is considered
      to be the price of the shares). In this case, gains exempted from Chilean
      taxes shall be calculated using the criteria set forth in the Chilean Income
      Tax Law; or
- within 90 days after the shares ceased to be significantly traded on stock exchange. In such case, gains in an amount up to the average price per share of the last 90 days will be exempted from Chilean taxes on capital gains. Any gains above the average price will be subject to the first category tax.

Such exemption will not apply to shares received in exchange for ADSs.

Article 18 bis of  the
Chilean Income Tax Law sets forth an exemption for the payment of income tax
by foreign institutional investors, such as mutual  funds, pension and
other funds, that obtain capital gains in the sales through a Chilean stock exchange,
a tender offer or any other system authorized by the Superintendency of Securities
and Insurance, of shares of publicly traded corporations  that are significantly
traded in stock exchanges.

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For the purposes of this exemption, foreign institutional investors are those entities that meet the characteristics or conditions set forth in Artilce 18 bis of the Income Tax Law, or that fulfill the requirements of the Regulations issued for this purpose for each category of investors, with the prior report of the Superintendency of Securities and Insurance and from the Chilean Internal Revenue Service.

For the same purpose, Other Funds are those that comply with the requirements of Article 18 bis of the Income Tax Law and that, at the same time, share the essential financial and equity characteristics of mutual funds and pension funds. In order to be entitled to the exemption, foreign institutional investors, during the time in which they operate in Chile , must:

- be organized abroad and not be domiciled in Chile (i.e. not organized in Chile and having no permanent establishment in Chile);
- not participate, directly or indirectly, in the control of the issuers of the securities in which it invests and not hold, directly or indirectly, 10.0% or more of such companies
capital or profits;
- execute an agreement in writing with a Chilean bank or securities broker in which the intermediary is responsible for the execution of purchase and sale orders and for the verification, at
the time of the respective remittance, that such remittances relate to capital gains that are exempt from income tax in Chile or, if they are subject to income tax, that the
applicable withholdings have been made; and
- register in a special registry with the Chilean Internal Revenue Service.

Other Chilean Taxes

No Chilean inheritance, gift or succession taxes apply to the transfer or disposition of the ADSs by a Foreign Holder, but such taxes generally will apply to the transfer at death or by gift of
shares of Santander-Chiles common stock by a Foreign Holder. No Chilean stamp, issue, registration or similar taxes or duties apply to Foreign Holders of shares or ADSs.

Withholding Tax Certificates

Upon request, Santander-Chile will provide to foreign holders appropriate documentation evidencing the payment of Chilean withholding taxes.

Dividends payable to holders of ADSs are net of foreign currency conversion expenses of the Depositary and will be subject to the Chilean withholding tax currently at the rate of 35% (subject
to credits in certain cases as described above). Owners of the ADSs will not be charged any dividend remittance fees by the Depositary with respect to cash or stock dividends.

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U.S. Federal Income Tax Considerations

The following is a discussion of material U.S. federal income tax consequences of purchasing, owning and disposing of shares or ADSs, but it does not purport to be a comprehensive description
of all of the tax considerations that may be relevant to a particular persons decision to acquire such securities. The discussion applies only if you hold shares or ADSs as capital assets for U.S. federal income tax purposes and it does not address special
classes of holders, such as:

- certain financial institutions;
- insurance companies;
- dealers and traders in securities or foreign currencies;
- persons holding shares or ADSs as part of a hedge, straddle or conversion transaction;
- persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
- partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
- persons liable for the alternative minimum tax;
- tax-exempt organizations;
- persons holding shares or ADSs that own or are deemed to own ten percent or more of our voting stock; or
- persons who acquired our ADSs or shares pursuant to the exercise of any employee stock option or otherwise as compensation.

This discussion is based on the Internal Revenue Code of 1986, as amended, administrative pronouncements, judicial decision and final, temporary and proposed Treasury regulations, all as
currently in effect. These laws are subject to change, possibly on a retroactive basis. It is also based in part on representations by the depositary and assumes that each obligation under the Deposit Agreement and any related agreement will be
performed in accordance with its terms. Please consult your own tax advisers concerning the U.S. federal, state, local and foreign tax consequences of purchasing, owning and disposing of shares or ADSs in your particular circumstances.

The discussion below applies to you only if you are a beneficial owner of shares or ADSs and are, for U.S. federal tax purposes:

- a citizen or resident of the United States;
- a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; or
- an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

In general, if you hold ADSs, you will be treated as the holder of the underlying shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be
recognized if you exchange ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concerns that parties to whom ADSs are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits for United States holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the creditability of Chilean taxes and the availability of the reduced rate for dividends received by certain non-corporate holders, each described below, could be affected by future actions that may be taken by the parties to whom the ADSs are pre-released.

Taxation of Distributions

Distributions
paid on ADSs or shares, other than certain pro rata
distributions of common shares, will be treated as dividends to the extent paid
out of Santander-Chiles current or accumulated earnings and profits (as
determined under United States federal income tax principles). Subject to
applicable limitations and the discussion above regarding concerns expressed by
the U.S. Treasury, dividends received by certain noncorporate United States
Holders of ADSs or shares in taxable years beginning before January 1, 2009,
may be subject to U.S. federal income tax at a maximum rate of 15%. You should
consult your own tax advisers regarding applicability of this maximum rate in
your particular circumstances. The amount of the dividend will include any
amounts withheld by us or our paying agent in respect of Chilean taxes at the
effective rate as described above under   Chilean Taxation. The
amount of the dividend wil


be
treated as foreign source dividend income to you and will not be eligible for the dividends received deduction generally allowed to U.S. corporations under the Code.

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Dividends paid in
Chilean pesos will be included in your income in a U.S. dollar amount
calculated by reference to the exchange rate in effect on the date of your (or
in the case of ADSs, the depositarys) receipt of the dividend, regardless
of whether the payment is in fact converted into U.S. dollars. If the dividend
is converted into U.S. dollars on the date of receipt, you generally should not
be required to recognize foreign currency gain or loss in respect of the
dividend income. You may have foreign currency gain or loss if the amount of
such dividend is not converted into U.S. dollars on the date of its receipt.

Subject to applicable limitations that may vary depending upon your
circumstances and the discussion above regarding concerns expressed by the U.S.
Treasury, Chilean taxes withheld from cash dividends on shares or ADSs at the
effective rate described above under Chilean Taxation will be
creditable against your U.S. federal income tax liability. Instead of claiming
a credit, you may, at your election, deduct such Chilean taxes in computing
your taxable income, subject to generally applicable limitations under U.S.
law. You should consult your own tax advisers to determine whether you are
subject to any special rules that limit your ability to make effective use of
foreign tax credits.

Sale and Other Disposition of Shares or ADSs

For U.S. federal income
tax purposes, gain or loss you realize on the sale or other disposition of shares
or ADSs will be capital gain or loss, and will be long-term capital gain or loss
if you  held the shares or ADSs for more than one year. The amount of your gain
or loss will be equal to the difference between your tax basis in the shares
or ADSs disposed of and the amount realized on the disposition. Such gain or
loss will generally be  U.S. source gain or loss for foreign tax credit purposes.
Consequently, you may not be able to utilize a credit for  Chilean withholding
taxes imposed on gain from shares or ADSs. You should consult your own tax advisers
regarding the availability of foreign tax credits upon the sale or other disposition
of your shares or ADSs.

Passive Foreign Investment Company Rules

Based on proposed Treasury regulations, which are proposed to be effective for taxable years after December 31, 1994, we believe that we were not a passive foreign investment company (PFIC) for United States federal income tax purposes for the year ended December 31, 2005 and we do not anticipate becoming PFIC thereafter. However, since the regulations may not be finalized in their current form and PFIC status depends upon the composition of a company's income and assets and the market value of its assets (including, among others, less than 25 percent owned equity investments) from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which you held an ADS or a share, certain adverse tax consequences could apply to you.

If we are treated as a PFIC for any taxable year, gain recognized by you on a sale or other disposition of an ADS or share would generally be allocated ratably over your holding period for the ADS or share. The amounts allocated to the taxable year of the sale or other exchange and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the amount allocated to such taxable year. Further, any distribution in respect of ADSs or shares in excess of 125 percent of the average of the annual distributions on ADSs or shares received by you during the preceding three years or your holding period, whichever if shorter, would be subject to taxation as described above. Certain elections may be available (including
a mark to market election) to you that may help mitigate these adverse tax consequences. In addition, if we were to be treated as a PFIC in a taxable year in which we pay a dividend or the prior taxable year, the 15% dividend rate discussed above with respect to dividends paid to non-corporate shareholders would not apply.

Information Reporting and Backup Withholding

Payment of dividends
and sales proceeds that are made within the United States or through certain
U.S.-related financial intermediaries generally are subject to information reporting
and to  backup withholding unless (i) you are a corporation or other exempt recipient
or (ii), in the case of backup withholding, you provide a correct taxpayer identification
number and certify that you are not subject to backup withholding.

The amount of any backup withholding from a payment to you will be allowed as a credit against your United States federal income tax liability and may entitle you to a refund, provided that the
required information is furnished to the Internal Revenue Service.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

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H. Documents on Display

The documents concerning Santander-Chile which are referred to in this Annual Report may be inspected at our offices at Bandera 140 Santiago, Chile. We are, and Santiago and Old Santander-Chile
were, subject to the information reporting requirements of the Exchange Act, except that, as a foreign issuer, we are not subject to the proxy rules or the short-swing profit and disclosure rules of the Exchange Act. In accordance with these
statutory requirements, we file or furnish reports and other information with the SEC. Reports and other information filed orfurnished by us with the SEC may be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SECs Regional Office at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60611-2511.
Copies of such material may be obtained by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Section by calling
the SEC at 1-800-732-0330. The SEC maintains a World Wide Web site on the Internet athttp://www.sec.govthat contains reports and information statements and other information
regarding us. The reports and information statements and other information about us can be downloaded from the SECs website and can also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.

I. Subsidiary Information

Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

This section describes the market risks that we are exposed to, the tools and methodology used to control these risks, the portfolios over which these market risk methods were applied and
quantitative disclosure that demonstrate the level of exposure to market risk that we are assuming. This section also discloses the derivative instruments that we use to hedge exposures and offer to our clients.

The principal types of risk inherent in Santander-Chiles business are market, liquidity, operational and credit risks. The effectiveness with which we are able to manage the balance
between risk and reward is a significant factor in our ability to generate long-term, stable earnings growth. Toward that end, our senior management places great emphasis on risk management.

Market Risk

Market risk is the risk of losses due to unexpected changes in interest rates, foreign exchange rates, inflation rates and other rates or prices. We are exposed to market risk mainly as a
result of the following activities:

- trading in financial instruments, which exposes us
to interest rate and foreign exchange rate risk;
- engaging in banking activities, which subjects us to interest rate risk, since a change in interest rates affected gross interest income, gross interest expense and customer
behavior;
- engaging in banking activities, which exposes us to inflation rate risk, since a change in expected inflation affects gross interest income, gross interest expense and customer
behavior;
- trading in the local equity market, which subjects us to potential losses caused by fluctuations of the stock market; and
- investing in assets whose returns or accounts are denominated in currencies other than the Chilean peso, which subjects us to foreign exchange risk between the Chilean peso and such other
currencies.

Market Risk Exposure Categories

Inflation

Although Chilean inflation has moderated in recent years, Chile has experienced high levels of inflation in the past. High levels of inflation in Chile could adversely affect the Chilean
economy and have an adverse effect on our business, financial condition and results of operations. In 2005, inflation reached 3.7% due to rising internal demand and higher international oil prices.

UF-denominated Assets and Liabilities.The Unidad de Fomento (UF) is revalued in monthly cycles. On every day in the period beginning the
tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect each day a proportional amount of the prior calendar months
change in the CPI. One UF was equal to Ch$16,920.00, Ch$17,317.05 and Ch$17,974.81 at December 31, 2003, 2004 and 2005, respectively. The effect of any changes in the nominal peso value of our UF-denominated assets and liabilities is reflected in
our results of operations as an increase (or decrease, in the event of deflation) in interest revenue and expense, respectively.

Peso-Denominated Assets and Liabilities.Rates of interest prevailing in Chile during any period reflect in significant part the rate of inflation during
the period and expectations of future inflation. The Central Bank in the first half of 2002 announced that all bonds with a maturity of up to 5 years will be denominated in nominal rates. Previously most notes with a maturity grater than one year
were indexed to the UF. The majority of short-term fixed-income instruments with a maturity of less than 1 year are denominated in nominal terms.

Interest Rates

Interest rates earned and paid on Santander-Chiles assets and liabilities reflect to a certain degree inflation and expectations regarding inflation as well as shifts in short-term rates
related to the Central Banks monetary policies. The Central Bank manages short-term interest rates based on its objectives of balancing low inflation and economic growth. In 2005, the Central Bank tightened monetary policy in response to
better consumption and investment growth figures

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accompanied by higher inflation and rising international rates. As of December 2005, the interbank reference rate set by the Central Bank was set at 4.50% compared to 2.25% as of December 31, 2004.

Foreign Exchange Fluctuations

Changes in the value of the Chilean peso against the U.S. dollar could adversely affect the financial condition and results of operations of Santander-Chile. Santander-Chile had a policy of
minimizing the effect of the fluctuation of the exchange rate on its results and balance sheet. The Chilean peso has been subject to large devaluation in the past, including a decrease of 14.7% in 2001 and 8.6% in 2002, and may be subject to
significant fluctuations in the future. In 2003, the Chilean peso appreciated 15.9% against the dollar. In 2004 and 2005 the Chilean peso appreciated 6.6% and 8.1% against the U.S. dollar, respectively.

Our policy with respect to asset and liability management is to capitalize on our competitive advantages in treasury operations, maximizing our net interest revenue and return on assets and
equity with a view to interest rate, liquidity and foreign exchange risks, while remaining within the limits provided by Chilean banking regulations. Subject to these constraints, we occasionally take mismatched positions with respect to interest
rates and foreign currencies. Our asset and liability management policies are developed by the Asset and Liability Committee (the ALCO) following guidelines and limits established by our Board of Directors, Banco Santander Central
Hispanos Global Risk Department and our Market Risk and Control Department. The ALCO is composed of the Chairman of the Board, three members of the Board, the Chief Executive Officer, the Manager of the Finance Division and the Financial
Controller. Senior members of Santander Chiles Finance Division meet daily and, on a formal basis, weekly with the Asset and Liabilities Management Committee and outside consultants. In addition, our Controller reports weekly on all of our
positions to the ALCO. Our limits and positions are reported on a daily basis to Banco Santander Central Hispanos Global Risk Department. The ALCO reports as often as deemed necessary to our Board of Directors. The risk limits set by the ALCO
are implemented by our Finance Division and are controlled by the Market Risk and Control Department, which establishes guidelines and policies for risk management on a day-to-day basis. For a further discussion of the ALCO and its role in market
risk management,See Item 11: Quantitative and Qualitative Disclosure About Market Risk.

The composition
  of our assets, liabilities and shareholders equity at December 31, 2005
  by currency and term is as follows:

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|                                                         |  | December 31, 2005                                                        |  
|-------------------------------------------------------- |  | ------------------------------------------------------------------------ | -
|                                                         |  |                                                                          |  
|                                                         |  |                                                                          |  
|                                                         |  | Ch$                                                                      |  
|                                                         |  |                                                                          |  
|                                                         |  | (in millions of constant Ch$ as of December 31,
2005 except percentages) |  
|Assets                                                   |  |                                                                          |  
|Cash and due from banks                                  |  | 299,643                                                                  |  
|Other assets:(1)                                         |  |                                                                          |  
|Less than one year                                       |  | 2,849,065                                                                |  
|From one to three years                                  |  | 853,043                                                                  |  
|More than three years                                    |  | 470,581                                                                  |  
|Bank premises and equipment and other                    |  | 542,530                                                                  |  
|Allowance for loan losses                                |  | (147,866                                                                 | )
|Total                                                    |  | 4,866,996                                                                |  
|Percentage of total assets                               |  | 37.2                                                                     | %
|Liabilities and Shareholders Equity                     |  |                                                                          |  
|Non-interest bearing deposits                            |  | 1,873,669                                                                |  
|Other liabilities:(1)                                    |  |                                                                          |  
|Less than one year                                       |  | 2,780,625                                                                |  
|From one to three years                                  |  | 84,852                                                                   |  
|More than three years                                    |  | 7,732                                                                    |  
|Shareholders equity                                     |  | 842,122                                                                  |  
|2005 net income                                          |  | 239,710                                                                  |  
|Total                                                    |  | 5,828,710                                                                |  
|Percentage of total liabilities and shareholders equity |  | 44.5                                                                     | %

|   
|---
|(1)

We have generally maintained more peso-denominated liabilities than peso-denominated assets and more UF-denominated assets than UF-denominated liabilities. In the context of a rising CPI, this
has in the past had a positive impact on our net income by generating net income from adjustments of the UF that exceeds losses arising from price-level restatements. This effect is expected to decrease significantly if rates of inflation decrease.

A key component of our asset and liability policy is the management of interest rate sensitivity. Interest rate sensitivity is the relationship between market interest rates and net interest
revenue due to the maturity or repricing characteristics of interest earning assets and interest bearing liabilities. For any given period, the pricing structure is matched when an equal amount of such assets and liabilities mature or reprice in
that period. Any mismatch of interest earning assets and interest bearing liabilities is known as a gap position. A positive gap denotes asset sensitivity and means that an increase in interest rates would have a positive effect on net interest
revenue while a decrease in interest rates would have a negative effect on net interest revenue.

Our interest rate sensitivity strategy takes into account not only the rates of return and the underlying degree of risk, but also liquidity requirements, including minimum regulatory cash
reserves, mandatory liquidity ratios, withdrawal and maturity of deposits, capital costs and additional demand for funds. We monitor our maturity mismatches and manage them within established limits.

The following table sets forth the repricing of our interest earning assets and interest bearing liabilities at December 31, 2005 and may not reflect interest rate gap positions at other times.
In addition, variations in interest rate sensitivity may exist within the repricing periods presented due to the differing repricing dates within the period. Variations may also arise among the different currencies in which interest rate positions
are held.

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As the following table reflects, we have a negative gap for most periods of one year or less as our main source of funding are short-term time deposits. The majority of assets and liabilities
with a maturity of 90 days or less are denominated in nominal pesos. Ninety days or more is also the most common repricing period for UF-denominated time deposits. In the case of interest earning assets and interest-bearing liabilities denominated
in UF, our exposure to changes in interest rates is reduced by the fact that a significant portion of the interest rate earned or paid on such assets or liabilities is indexed to reflect the daily effect of inflation, and as a result our gap
position is limited to variations in the real interest rate among such assets and liabilities. Moreover, mortgage loans which have 8 to 20-year terms were generally financed through bonds issued for the same terms and in the same currency.

|                                   |  | As of December 31, 2005                                                            
|---------------------------------- |  | -----------------------------------------------------------------------------------
|                                   |  |                                                                                    
|                                   |  | Up to 30
days                                                                      
|                                   |  |                                                                                    
|                                   |  | (in millions of constant Ch$ as of December
      31, 2005, except for percentages)
|Interest-earning assets:           |  |                                                                                    
|Interbank deposits                 |  | 211,105                                                                            
|Financial investments              |  | 106,634                                                                            
|Loans                              |  | 1,757,007                                                                          
|Mortgage loans                     |  | 6,401                                                                              
|Contingent loans                   |  | 142,258                                                                            
|Past due loans                     |  | 106,540                                                                            
|Total interest-earning assets      |  | 2,329,945                                                                          
|Interest-bearing liabilities:      |  |                                                                                    
|Deposits                           |  | 1,983,455                                                                          
|Central Bank borrowings            |  | 170,145                                                                            
|Investment under agreements to     |  |                                                                                    
|repurchase                         |  | 48,751                                                                             
|Mortgage finance bonds             |  | 57,531                                                                             
|Other obligations                  |  | 44,131                                                                             
|Total interest-bearing liabilities |  | 2,304,013                                                                          
|Asset/liability gap                |  | 25,932                                                                             
|Cumulative gap                     |  | 25,932                                                                             
|                                   |  |                                                                                    
|Exchange Rate Sensitivity          |  |                                                                                    

In recent years, our results of operations have benefited from fluctuations in the exchange rate between the Chilean peso and the U.S. dollar in part due to our policy and Central Bank
regulations relating to the control of material exchange rate mismatches. However, the rate of devaluation or appreciation of the peso against the U.S. dollar could also be expected to have the following principal effects:

> (i) If we maintain a net asset position in U.S. dollars and a devaluation of the peso against the dollar occurs, we would record a related gain, and if an appreciation of the peso occurs, we would record a related
>     loss;
>   (ii) If we maintain a net liability position in U.S. dollars and a devaluation of the peso against the dollar occurs, we would record a related loss, and if an appreciation of the
>       peso occurs, we would record a related gain;

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> (iii) If the inflation rate for a period exceeded the devaluation of the peso against the U.S. dollar during the same period, this would mean that in real terms the peso appreciated against the
>     U.S. dollar. Therefore, we would record a related gain if we had a net asset position in UFs that exceeded a net liability position in U.S. dollars, and we would record a related loss if we had a net liability position in U.S. dollars that exceeded
>     a net asset position in UFs; and
>   (iv) If the inflation rate for a period were lower than the rate of devaluation of the peso against the U.S. dollar during the same period, this would mean
>     that in real terms the peso depreciated against the U.S. dollar. Therefore, we would record a related gain if it maintained a net asset position in U.S. dollars and a net liability position in UFs and would record a related loss if it had a net
>     liability position in U.S. dollars and a net asset position in UFs.

We enter into foreign exchange forward contracts and interest rate swap contracts as part of our asset and liability management. We enter into two fundamental types of foreign forward exchange
contracts: (i) transactions covering two foreign currencies and (ii) transactions covering only Chilean pesos and UFs against U.S. dollars. We use the first type for hedging purposes, such as when we take a liability position in foreign currency
other than the U.S. dollar, and use the second type, which is carried out only in the Chilean local market, to take foreign currency positions, subject to the regulatory requirement that the forward foreign currency exposure must be included in the
maximum net foreign currency position permitted by applicable regulations.See Item 4D: Business OverviewRegulation and Supervision and Item 5D: Asset and Liability ManagementSelected
Statistical InformationAverage Balance Sheets and Interest Rate Data.

The Central Bank requires that foreign exchange forward contracts be
  made only in U.S. dollars and other major foreign currencies. As noted above, substantially all of our forward contracts are made in U.S. dollars against the Chilean peso or the UF. We may enter into foreign currency forward contracts with companies
  organized and located outside of Chile, including foreign subsidiaries of Chilean companies. Management believes that as the market for forward contracts deepens, our client base in Chile as well as our relationship with Banco Santander Central
  Hispano will give us an advantage in positioning ourselves within this new market.

127

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We use a variety of mathematical and statistical models, including value at risk (VaR) models, volume limits and scenario simulations to measure, monitor, report and manage market risk. We
follow the recently adopted local regulatory guidelines regarding market risk as well as guidelines established by our parent company. Below are a description of the different models we use to measure market risk and the results of these
models.

In 2005 the Chilean Superintendency of Banks introduced new market risk limits and measures for Chilean banks. On anunconsolidatedbasis the Banks
must separate its balance sheet in two separate categories: trading portfolio (Libro de Negociación) and unconsolidated non-trading, or permanent portfolio (Libro de Banca). The trading portfolio as defined by the Superintendency of Banks includes all instruments valued at market prices, free of any restrictions for their immediate sale and that are
frequently bought and sold by the bank or are maintained with the intention of selling them in the short-term in order to profit from short-term price variations. The non-trading portfolio is defined as all instruments in the balance sheet not
considered in the trading portfolio.

Statistical Tools for Measuring and Managing Risk: Regulatory Method

The Superintendency of Banks has defined various market risk measures and limits that must be disclosed by banks. Santander-Chile is required to calculate and disclose the following market risk measures and limits:

1) EMR limit. A banks regulatory capital must be greater or equal to the sum of the exposure to market risk multiplied by the minimum capital adequacy ratio defined in the General Banking Law. In other words:

RC  ((k * RWA) + EMR)≥0

Where:

|RC: | Regulatory capital as defined by the General
    Banking Law.                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|K:  | Minimum capital adequacy ratio. If a bank is required to have a capital adequacy ratio above the minimum, as is the case for Santander-Chile, then the minimum capital adequacy ratio to be used could be increased up
to10%.

|RWA: | Consolidated risk weighted assets as defined by the General Banking Law.                                             
|---- | ---------------------------------------------------------------------------------------------------------------------
|EMR: | Exposure to market risk. The EMR as defined by the Superintendency of Banks is the sum of the interest rate risk of  
|     | the trading portfolio and the total foreign currency risk of the unconsolidated balance sheet. The Superintendency of
|     | Banks permits banks to define their own model to calculate EMR, which must be approved by the Superintendency        
|     | of Banks and the Board of Directors. Santander-Chiles EMR is equal to the total market risk of its                  
|     | unconsolidated trading portfolio. This includes interest rate risk, foreign currency risk and risks derived from     
|     | options.                                                                                                             

3) Limit on exposure to long-term interest rate risk of a banks non-trading portfolio. Santander Santiagos exposure to long-term interest rate risk of the unconsolidated non-trading portfolio cannot exceed 25% of its
regulatory capital.

4) Santander-Chile must also inform the following absolute risk levels:

> Trading portfolio:
>     Exposure to interest rate risk
>     Exposure to foreign currency
>     risk
>     Market risk exposure of options
>   Non-trading portfolio:
>   Exposure to short-term interest rate risk
>     Exposure to
>     inflation risk
>     Exposure to long-term interest rate risk

128

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|The following is a description
    of the models adopted by local regulators for measuring market risks.
|--------------------------------------------------------------------------------------------------------
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        

| | 
| | 

| | Where:                                                                     |                                                                                     
| | -------------------------------------------------------------------------- | ------------------------------------------------------------------------------------
| |                                                                            |                                                                                     
| | Amt=                                                                       | Trading Assets (pesos, inflation linked and foreign
currency)                       
| | Lmt=                                                                       | Liabilities funding trading positions (pesos, inflation linked and foreign currency)
| | αmt=                                                                       | Sensitivity factor to rise in interest rates                                        
| | t =                                                                        | Time period                                                                         
| | M =                                                                        | Currency (pesos, inflation linked and foreign currency)                             
| | Σ =                                                                        | Summation                                                                           
| | ïï
=                                                                       | Absolute value                                                                      
| |                                                                            |                                                                                     
| | The vertical adjustment
      factor is calculated in the following manner
| |                                                                           




| | Where: |                                                                                     
| | ------ | ------------------------------------------------------------------------------------
| | Amt=   | Trading Assets (pesos, inflation linked and foreign currency)                       
| | Lmt=   | Liabilities funding trading positions (pesos, inflation linked and foreign currency)
| | αmt=   | Sensitivity factor to rise in interest rates                                        
| | t =    | Time period                                                                         
| | M =    | Currency (pesos, inflation linked and foreign currency)                             
| | β =    | Vertical adjustment factor = 10%                                                    

129

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A horizontal adjustment must be made following the vertical adjustment. To determine the horizontal adjustment one must multiply the horizontal adjustment factor by the compensated net position
for Zones 1, Zone 2, Zone 3, Zones 1 and 2, Zones 2 and 3 and Zones 1 through 3

|                                       |  | Horizontal adjustment = |  | λ *Adjusted net position                                                            
|-------------------------------------- |  | ----------------------- |  | ------------------------------------------------------------------------------------
|Compensated net position Zone 1,2 or 3 |  |                         |  | Min(Σ Adjusted
net asset position;Σ absolute
value of Adjusted  net liability       
|                                       |  |                         |  | position in Zone )                                                                  
|Compensated net position Zones 1 and 2 |  |                         |  | Min(Σ Adjusted
net asset position in Zones 1 and 2 ,Σabsolute
 value of adjusted    
|                                       |  |                         |  | net liability position in Zones 1 and 2)                                            
|                                       |  |                         |  | Min[Σ Adjusted
net asset position in Zone 3 and Zone 2 (deducting adjusted net      
|                                       |  |                         |  | asset position that have been compensated with net liability positions in Zone 1) , 
|Compensated net position Zones 2 and 3 |  |                         |  | Σ absolute value of adjusted net liability position in
Zone 3 and Zone 2 (deducting 
|                                       |  |                         |  | adjusted net liability positions that have been compensated with net liability      
|                                       |  |                         |  | positions in Zone 1)]                                                               
|                                       |  |                         |  | Min[Σ Adjusted
net asset position in Zone 3 and Zone 1 (deducting adjusted net      
|                                       |  |                         |  | asset position that have been compensated with net liability positions in Zone 2) , 
|Compensated net position Zones 1  3   |  |                         |  | Σ  absolute
value of adjusted net liability position in Zone 3 and Zone 1 (deducting
|                                       |  |                         |  | adjusted net liability positions that have been compensated with net liability      
|                                       |  |                         |  | positions in Zone 2)]                                                               

130

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Thefollowingtableillustratesthe value of thedifferent
factors used forcalculatingthe interest rate risk of the tradingportfolio.

|       |  |    |  |                  |  |                              |  |                          |  | Table 1SensitivityFactorsNon-TradingPortfolio
|------ |  | -- |  | ---------------- |  | ---------------------------- |  | ------------------------ |  | ---------------------------------------------
|       |  |    |  |                  |  |                              |  |                          |  |                                              
|Zone   |  | t  |  | Period           |  | Change in interest rate (bp) |  | Sensitivity factor (αmt) |  | Vertical adjustment factor                   
|       |  |    |  |                  |  |                              |  |                          |  |                                              
|       |  |    |  |                  |  | peso                         |  | UF                       |  | FX                                           
|       |  |    |  |                  |  |                              |  |                          |  |                                              
|Zone 1 |  | 1  |  | Up to 30 days    |  | 125                          |  | 350                      |  | 125                                          
|       |  | 2  |  | 31 days to 3 mth |  | 125                          |  | 300                      |  | 125                                          
|       |  | 3  |  | 3  6 mths       |  | 125                          |  | 250                      |  | 125                                          
|       |  | 4  |  | 6  9 mths       |  | 125                          |  | 200                      |  | 125                                          
|       |  | 5  |  | 9 mths  1 year  |  | 125                          |  | 175                      |  | 125                                          
|       |  |    |  |                  |  |                              |  |                          |  |                                              
|Zone 2 |  | 6  |  | 1-2 years        |  | 100                          |  | 125                      |  | 100                                          
|       |  | 7  |  | 2-3 years        |  | 100                          |  | 100                      |  | 100                                          
|       |  | 8  |  | 3-4 years        |  | 100                          |  | 100                      |  | 100                                          
|       |  |    |  |                  |  |                              |  |                          |  |                                              
|Zone 3 |  | 9  |  | 4-5 years        |  | 75                           |  | 75                       |  | 75                                           
|       |  | 10 |  | 5-7 years        |  | 75                           |  | 75                       |  | 75                                           
|       |  | 11 |  | 7-10 years       |  | 75                           |  | 75                       |  | 75                                           
|       |  | 12 |  | 10-15 years      |  | 75                           |  | 75                       |  | 75                                           
|       |  | 13 |  | 15-20 years      |  | 75                           |  | 75                       |  | 75                                           
|       |  | 14 |  | > 20 years       |  | 75                           |  | 75                       |  | 75                                           
|       |  |    |  |                  |  |                              |  |                          |  |                                              

Below is anexampleof how the interest risk of the tradingportfolioiscalculated.Thiscalculationmust be done for each type ofcurrency
(peso,inflationindexedand foreigncurrency).

|                                                |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   |  |            |  |         | 
|----------------------------------------------- |  | ----------- |  | ------- |  | ----------- |  | ------------------ |  | ------------------- |  | ------------------------ |  | --------------------- |  | ------------------------- |  | ----------------- |  | ---------- |  | ------- | 
|Currency: pesos                                 |  |             |  |         |  |             |  |                    |  | Vertical adjustment | 
|                                                |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   |  |            |  |         | 
|Zone                                            |  | Time period |  | Asset   |  | Liability   |  | Sensitivityfactorα |  | Adjusted assets     |  | Adjusted
    liabilities |  | Adjusted
Net
position |  | Compensated 
net
position |  | Adjustmentfactorβ |  | Adjustment | 
|                                                |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   |  |            |  |         | 
|1                                               |  | 1           |  | 0 - 1m  |  | 560,000,000 |  | 430,000,000        |  | 0.0005              |  | 280,000                  |  | 215,000               |  | 65,000                    |  | 215,000           |  | 10%        |  | 21,500  | 
|                                                |  | 2           |  | 1-3m    |  | 390,000,000 |  | 310,000,000        |  | 0.0019              |  | 741,000                  |  | 589,000               |  | 152,000                   |  | 589,000           |  | 10%        |  | 58,900  | 
|                                                |  | 3           |  | 3-6m    |  | 260,000,000 |  | 200,000,000        |  | 0.0042              |  | 1,092,000                |  | 840,000               |  | 252,000                   |  | 840,000           |  | 10%        |  | 84,000  | 
|                                                |  | 4           |  | 6-9m    |  | 160,000,000 |  | 100,000,000        |  | 0.0069              |  | 1,104,000                |  | 690,000               |  | 414,000                   |  | 690,000           |  | 10%        |  | 69,000  | 
|                                                |  | 5           |  | 9m - 1a |  | 80,000,000  |  | 50,000,000         |  | 0.0095              |  | 760,000                  |  | 475,000               |  | 285,000                   |  | 475,000           |  | 10%        |  | 47,500  | 
|                                                |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   |  |            |  |         | 
|2                                               |  | 6           |  | 1 - 2a  |  | 75,000,000  |  | 20,000,000         |  | 0.0124              |  | 930,000                  |  | 248,000               |  | 682,000                   |  | 248,000           |  | 10%        |  | 24,800  | 
|                                                |  | 7           |  | 2-3a    |  | 15,000,000  |  | 20,000,000         |  | 0.0191              |  | 286,500                  |  | 382,000               |  | (95,500)                  |  | 286,500           |  | 10%        |  | 28,650  | 
|                                                |  | 8           |  | 3-4a    |  | 25,000,000  |  | 1,000,000          |  | 0.0248              |  | 620,000                  |  | 24,800                |  | 595,200                   |  | 24,800            |  | 10%        |  | 2,480   | 
|                                                |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   |  |            |  |         | 
|3                                               |  | 9           |  | 4-5a    |  | 20,000,000  |  | -                  |  | 0.0221              |  | 442,000                  |  |                       |  | 442,000                   |  |                   |  | 10%        |  |         | 
|                                                |  | 10          |  | 5-7a    |  | -           |  | -                  |  | 0.0263              |  |                          |  |                       |  |                           |  |                   |  | 10%        |  |         | 
|                                                |  | 11          |  | 7-10a   |  | -           |  | -                  |  | 0.0307              |  |                          |  |                       |  |                           |  |                   |  | 10%        |  |         | 
|                                                |  | 12          |  | 10-15a  |  | -           |  | -                  |  | 0.0332              |  |                          |  |                       |  |                           |  |                   |  | 10%        |  |         | 
|                                                |  | 13          |  | 15-20a  |  | -           |  | -                  |  | 0.0317              |  |                          |  |                       |  |                           |  |                   |  | 10%        |  |         | 
|                                                |  | 14          |  | > 20a   |  | -           |  | -                  |  | 0.0278              |  |                          |  | -                     |  | -                         |  | -                 |  | 10%        |  | -       | 
|                                                |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   |  |            |  |         | 
|Exposure                                        |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  | 2,791,700                 |  |                   |  |            |  | 336,830 | 
|                                                |  |             |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   |  |            |  |         | 
|Total interest rate risk peso trading portfolio |  | 3,157,180   |  |         |  |             |  |                    |  |                     |  |                          |  |                       |  |                           |  |                   | 

|                                            
|--------------------------------------------
|Horizontal
    adjustment                   
|                                            
|Independent
    Zones (1,2,3)               
|                                            
|Compensated
      net position
      in Zone
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|95,500                                      
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            

131

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Interest rate and inflation risk of non-trading portfolio: Regulatory method

The short-term interest rate risk and inflation risk of the non-trading portfolio as defined by the Central Bank of Chile is equal to:




The long-term interest rate risk of the non-trading portfolio is calculated according to the following formula:




|Where: |   |                                                                                                                                                                      
|------ | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |   |                                                                                                                                                                      
|Amt    | = | Non-trading Assets (pesos, inflation linked and foreign currency)                                                                                                    
|Lmt    | = | Non-Trading Liabilities (pesos, inflation linked and foreign currency)                                                                                               
|μt     | = | Sensitivity factor associated with interest rate movement scenario                                                                                                   
|NPur   | = | Net position in inflation linked instruments, including those subject to price level
 restatement                                                                    
|τ      | = | Factor that measures the sensitivity of to movements in the inflation index. This
 factor is equal to 2%                                                             
|ΔΦ     | = | Effect on fees from shifts on interest rate. Each bank must determine which fees are
 sensitive to shifts in interest rates and assumes
 a 200 basis points movement.
|ρt     | = | Sensitivity factor
    to rise in interest rates                                                                                                                     
|t      | = | Time period                                                                                                                                                          
|M      | = | Currency (pesos, inflation
    linked and foreign currency)                                                                                                          
|Σ      | = | Summation                                                                                                                                                            
||   |  | = | Absolute value                                                                                                                                                       

The following table illustrates the value of the different factors used for calculating the interest and inflation rate risks of the non-trading portfolio.

|   |  | Table 2 Sensitivity Factors
    Trading Portfolio
|-- |  | -------------------------------------------------
|   |  |                                                  
|t  |  | Period                                           
|   |  |                                                  
|   |  |                                                  
|   |  |                                                  
|1  |  | Up to 30 days                                    
|2  |  | 31 days to 3 mth                                 
|3  |  | 3  6 mths                                       
|4  |  | 6  9 mths                                       
|5  |  | 9 mths  1 year                                  
|   |  |                                                  
|6  |  | 1-2 years                                        
|7  |  | 2-3 years                                        
|8  |  | 3-4 years                                        
|   |  |                                                  
|9  |  | 4-5 years                                        
|10 |  | 5-7 years                                        
|11 |  | 7-10 years                                       
|12 |  | 10-15 years                                      
|13 |  | 15-20 years                                      
|14 |  | > 20 years                                       
|   |  |                                                  

132

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Foreign currency risk: local method

The foreign currency risk as defined by the Central Bank of Chile is equal to:




|Where: |   |                       
|------ | - | ----------------------
|       |   |                       
|NAP    | = | Net asset position    
|NLP    | = | Net liability position
|NPgold | = | Net position in gold  
|σi     | = | Sensitivity factor    
|Max    | = | Maximum value         
|Σ      | = | Summation             
||   |  | = | Absolute value        

The following table illustrates the value of the different factors used for calculating foreign currency risk.

Table 3 Sensitivity Factors Foreign Currency RiskCurrency Group
      
      Description
      
      Sensitivity factor (σi)i
      
      All currencies of countries with a
      
      8%AAA sovereign ratingj
      
      All other currencies
      
      35%


Options risk: Regulatory method

The exposure to market risk of options is calculated using sensitivity factors delta, gamma and vega.

Delta

Delta of a derivative security is the rate of change of its price relative to the price of the underlying asset. It is the first derivative of the curve that relates the price of the derivative to the price of the underlying
security. When delta is large, the price of the derivative is sensitive to small changes in the price of the underlying security.

Gamma

Gamma of a derivative security is the rate of change of delta relative to the price of the underlying asset; i.e., the second derivative of the option price relative to the security price. When gamma is small, the change in
delta is small. The Gamma impact is calculated using the following formula.

Gamma impact = Gamma * (Variation of underlying security)^2 / 2

When the underlying security for an interest rate options is a debt instrument then the variation of the value of the underlying security will be calculated using the sensitivity factors established in Tables 1 and 2 above.
When the underlying security is an interest rate then the change in interest rates assumed will be those used in Table 1 and 2 above. Finally, for foreign exchange options, the variation of the underlying security will be calculated using the
factors used in Table 3 above.

Vega

Vega is one of the factor sensitivities used to measure sensitivity to the implied volatilities of the underlying security. Vega is the rate of change in the price of a derivative security relative to the volatility of the
underlying security. When vega is large the security is sensitive to small changes in volatility. In general, a long option position will benefit from rising implied volatilities and suffer from declining implied volatilities. Short option positions
display opposite behavior. As defined by the Central Bank of Chile, the Vega Risk is the sum in absolute value of the vega impacts for each option a bank holds. These impacts will be calculated assuming a change of 25%in the volatility
rate.

133

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Assumptions and Limitations of Scenario Simulations/Sensitivity Analysis (Regulatory method)

Our scenario simulation methodology should be interpreted in light of the limitations of our models, which include:

- The scenario simulation assumes that the volumes remain on balance sheet and that they are always renewed at maturity, omitting the fact that credit risk considerations and pre-payments may
affect the maturity of certain positions.
- This model assumes set shifts in interest rates and sensitivity factors for different time periods and does not take into consideration any other scenario for each time period or other
sensitivity factors.
- The model does not take into consideration the sensitivity of volumes to these shifts in interest rates.
- The model does not take into consideration our subsidiaries which are subject to market risks.

Quantitative Disclosures about Market Risk: Regulatory Method

The following table illustrates as of December 31, 2005 our market risk exposure according to the methodology described above. This report is sent to the Superintendency of Banks and is published on our website on a
quarterly basis.

|Regulatory Market Risk                                                      |  | For the period ended
    December 31, 2005
    Ch$ million
|--------------------------------------------------------------------------- |  | ----------------------------------------------------------
|                                                                            |  |                                                           
|Market risk of Trading portfolio                                            |  |                                                           
|Interest rate risk of trading portfolio                                     |  | 80,423                                                    
|Foreign currency risk of trading portfolio                                  |  | 2,984                                                     
|Risk from interest rate options                                             |  | 23,753                                                    
|Risk form foreign currency options                                          |  | 9,182                                                     
|Total Market risk of trading portfolio                                      |  | 116,342                                                   
|10% x Risk weighted assets                                                  |  | 946,201                                                   
|Sub-total                                                                   |  | 1,062,543                                                 
|Limit = Regulatory Capital                                                  |  | 1,209,635                                                 
|                                                                            |  |                                                           
|Available margin                                                            |  | 147,093                                                   
|                                                                            |  |                                                           
|                                                                           
|Non-trading portfolio market risk                                           |  |                                                           
|Short-term interest rate risk                                               |  | 24,281                                                    
|Inflation risk                                                              |  | 22,172                                                    
|Long-term interest rate risk                                                |  | 289,675                                                   
|                                                                            |  |                                                           
|Total market risk non-trading portfolio                                     |  | 336,128                                                   
|                                                                            |  |                                                           
|                                                                           
|Regulatory limit of exposure to short-term interest rate and inflation risk |  |                                                           
|Short-term exposure to interest rate risk                                   |  | 24,281                                                    
|Exposure to inflation risk                                                  |  | 22,172                                                    
|Limit: 20% of net interest income + fees sensitive to interest rates        |  | 89,929                                                    
|                                                                            |  |                                                           
|Available margin                                                            |  | 43,476                                                    
|                                                                            |  |                                                           
|                                                                           
|Regulatory limit of exposure to long-term interest rate risk                |  |                                                           
|Long-term exposure to interest rate risk                                    |  | 289,675                                                   
|Limit: 25% of regulatory capital                                            |  | 302,409                                                   
|                                                                            |  |                                                           
|Available margin                                                            |  | 12,734                                                    
|                                                                            |  |                                                           

134

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Internal Regulations Regarding Market Risk

Our relationship with Banco Santander Central Hispano has allowed us to take advantage of Banco Santander Central Hispanos banking policies, procedures and standards, especially with
respect to credit approval and risk management. Banco Santander Central Hispano has successfully used these policies and expertise in the Spanish and other banking markets, and our management believes that such policies and expertise have a
beneficial effect upon our operations. Below is a qualitative and quantitative description of our market risks according to our internal guidelines. These guidelines were established previous to those required by local authorities and are still
being used.

The main difference between the regulatory and internal methods is that the internal measures divide the Bank's balance sheet into three categories and impose limits based on these categories. Our internal methods also takes into account Santander S.A. Agente de Valores. As a result the sensitivity analysis performed incorporates a broader range of instruments and portfolios. The internal method also incorporates a value at risk methodology for measuring the market risk of our consolidated trading positions.

Value at Risk: Consolidated Trading Portfolio (Cartera de Negociación)

The VaR model is mainly used to measure the market risk of our trading portfolio.The Finance Division manages trading activities following the guidelines set by
the ALCO and Banco Santander Central Hispanos Global Risk Department. The Market Risk and Control Departments activities consist of (i) applying VaR techniques (as discussed above) to measure interest rate risk; (ii) marking to market
our trading portfolios and measuring daily profit and loss from trading activities; (iii) comparing actual trading VaR and other limits against the established limits; (iv) establishing control procedures for losses in excess of such limits; and (v)
providing information about trading activities to the ALCO, other members of senior management, the Finance Division and Banco Santander Central Hispanos Global Risk Department.

The Bank has a consolidated trading position comprised of fixed income trading, foreign currency trading and a minor equity trading position. The market risk of this trading portfolio is measured
using a VaR technique. The composition of this portfolio mainly consisted of Central Bank bonds, mortgage bonds and low risk Chilean corporate bonds issued locally. There is also an equity portfolio that represents less than 5% of the total trading
portfolio. Under Chilean GAAP, a bank must separate its unconsolidated financial investment portfolio between trading and permanent investment portfolios. Under Chilean GAAP, the unrealized holding gains (losses) related to
investments classified as permanent have been included in equity. The size of the permanent portfolio is limited to an amount equal to such banks capital. Any amount above this must be considered as trading; the unrealized gains
(losses) related to investments classified as trading are included in operating results. The ALCO, in order to be conservative, has limited even further the Finance Divisions actual trading portfolio. This portfolio is denominated
Cartera de Negociación.The market risk of the portfolio defined as trading for accounting purposes is measured using the regulatory method.

VaR Model

All VaR measurements try to determine the distribution function for the change in value of a given portfolio, and once this distribution is known to calculate a percentile linked to the
confidence level required which will be equal to the VaR under those parameters. Therefore, if the distribution function of the change in value of a portfolio is known and given byf(x), wherexis the random variable of the change in value of the portfolio, then the VaR for a determined level of confidence ofk%, is given by the number such that:

or:

As calculated by Santander-Chile, VaR is an estimate of the expected maximum loss in the market value of a given portfolio over a one-day horizon at a one-tailed 99.00% confidence interval. It is
the maximum one-day loss that Santander-Chile would expect to suffer on a given portfolio 99.00% of the time, subject to certain assumptions and limitations discussed below. Conversely, it is the figure that Santander-Chile would expect to exceed
only 1.0% of the time. VaR provides a single estimate of market risk that is comparable from one market risk to the other. Volatility is calculated utilizing 520 historical observations. A one-day holding period is utilized.

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Santander-Chile uses VaR estimates to alert senior management whenever the statistically expected losses in its trading portfolio exceeds prudent levels. Limits on VaR are used to control
exposure on the fixed-income trading portfolio, the net foreign currency trading position and the equity trading portfolio. Santander-Chiles trading portfolio is mainly comprised of government bonds, mortgage finance bonds, mortgage finance
bonds, the foreign currency trading position and a minor position in equities through Santander S.A. Agente de Valores. A daily VaR is calculated for the trading portfolio.

Assumptions and Limitations of VaR Model

Our VaR model assumes that changes in the market risk factors have a normal distribution and that the parameters of this joint distribution (in particular, the standard deviation of risk factor
changes and the correlation between them) have been estimated accurately. The model assumes that the correlation and changes in market rates/prices included in our historical databases are independent and identically distributed random variables,
and provide a good estimate of correlation and rate/price changes in the future.

Our VaR methodology should be interpreted in light of the limitations of our models, which include:

- Changes in market rates and prices may not be independent and identically distributed random variables or have a normal distribution. In particular, the normal distribution assumption may
underestimate the probability of extreme market moves.
- The historical data we use in our VaR model may not provide the best estimate of the joint distribution of risk factor changes in the future, and any modifications in the data may be inadequate.
In particular, the use of historical data may fail to capture the risk of possible extreme adverse market movements independent of the time range utilized. For example, the use of
extended periods of historical data might erroneously lead to an important decrease in volatility especially after the Asian crisis. We typically use 520 historical observations of market data depending on
circumstances, but also monitor other ranges of market data in order to be more conservative. However, reliable historical risk factor data may not be readily available for certain instruments in our
portfolio.
- A one-day time horizon may not fully capture the market risk positions that cannot be liquidated or hedged within one day. It would not be possible to liquidate or hedge all positions in one day.
- At present, we compute VaR at the close of business and trading positions may change substantially during the course of the trading day.

Quantitative Disclosures: Market Risk Consolidated Trading Portfolio (VaR )




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We did not exceed our daily VaR in 2005. For Santander-Chiles trading portfolio, the average, high and low amounts of the VaR in 2005 were the following: Trading Portfolio
      
      Daily VaR in US$
      millionHigh
      
      9.2Low
      
      4.6Average
      
      6.6


Sensitivity Analysis: Consolidated Non-Trading Portfolios

The Bank divides
its consolidated non-trading portfolio into two categories: Financial Management
(Gestión Financiera)
and Directional Portfolio  (Cartera Direccional).
The Financial Management portfolio includes the majority of the Banks assets
and liabilities that are not trading, including the loan portfolio.  Investment
and funding decisions are heavily influenced by commercial strategies. The Directional
Portfolio is a smaller portfolio that is not considering trading, but is managed
by the Treasury in order to maximize net interest income.

We use a sensitivity analysis to measure the market risk of the various consolidated local and foreign currency non-trading portfolios. We perform a scenario simulation by calculating the potential loss over the entire
balance from an increase (or decrease) of 100 basis points in the entire yield curve in terms of local rates. All local currency positions indexed to inflation are additionally adjusted for a sensitivity factor. The same scenario is performed for
the net foreign currency position and U.S. dollar interest rates. We set limits as to the maximum loss these types of movements in interest rates can have over our capital and net financial income budgeted for the year. These limits are calculated
according to the formulas discussed below.

Scenario Simulation (Net Financial Income)

To determine the percentage of our budgeted net financial income for the year that is at risk of being lost with a sudden 100 basis point movement in the entire yield curve, we utilize the
following equation:




n: Number of intervals in which sensitivity is measured.

tj:Average maturity (or duration) for each interval being measured.

Δr: Change
    in  interest rate. A 100-basis point increase (decrease) in the yield curve
    is used.

GAP: Difference between assets and liabilities that are sensitive to interest rates for each period.

Scenario Simulation (Capital and Reserves)

To determine the percentage of our capital and reserves that is at risk of being lost with a sudden 100 basis point movement in the entire yield curve, we utilize the following equation:




N:Number of intervals in which sensitivity is measured.

Dmj:
Modified duration for interval i.

Δr:Change
in interest rate. A 100-basis point increase (decrease) in the yield curve is
used.

GAP: Difference between assets and liabilities that
  are sensitive to interest rates for each period.

137

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Consolidated limits:

To determine the consolidated limit, the foreign currency limit is added to the local currency limit for both the net financial income loss limit and the loss limit over capital and reserves
using the following formula:

Consolidated limit =Square root of a2+ b2
  + 2ab

a: limit in local currency.

b: limit in foreign currency.

Since correlation is assumed to be 0. 2ab = 0.

Assumptions and Limitations of Scenario Simulations/Sensitivity Analysis

The most important assumption is the usage of a 100 basis point shift in the yield curve. We use a 100 basis point shift since a sudden shift of this magnitude is considered realistic, but not an
everyday occurrence given historical movements in the yield curve, and significant in terms of the possible effects a shift of this size could have on our performance. The Global Risk Department in Spain has also set comparable limits by country in
order to be able to compare, monitor and consolidate market risk by country in a realistic and orderly manner.

Our scenario simulation methodology should be interpreted in light of the limitations of our models, which include:

- The scenario simulation assumes that the volumes remain on balance sheet and that they are always renewed at maturity, omitting the fact that credit risk considerations and pre-payments may
affect the maturity of certain positions.
- This model assumes an equal shift throughout the entire yield curve and does not take into consideration different movements for different maturities.
- The model does not take into consideration the sensitivity of volumes to these shifts in interest rates.
- The limits to the loss of the budgeted financial income are calculated over an expected financial income for the year which may not be obtained, signifying that the actual percentage of
financial income at risk could be higher than expected.

Quantitative Disclosure: Market Risk Non-Trading Portfolio (Sensitivity Analysis/Scenario Simulations)

The Finance Division manages the risk management of the consolidated non-trading portfolios under guidelines approved by the ALCO and Banco Santander Central Hispanos Global Risk
Department. In carrying out its market risk management functions, the Finance Division manages interest rate risk that arises from any mismatches with respect to rates, maturities, repricing periods, notional amounts or other mismatches between our
interest-earning assets and our interest-bearing liabilities.

The Market Risk and Control Department: (i) applies scenario simulations (as discussed below) to measure the interest rate risk of the local currency activities and the potential loss as forecast
by these simulations; and (ii) provides the ALCO, the Finance Division and Banco Santander Central Hispanos Global Risk Department with risk/return reports.

138

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Financial Management Portfolio: Local currency

The potential loss in the market value of our local currency Financial Management balance sheet resulting from a 100 basis point shift in the yield curve was set at approximately Ch$60,000
million of equity in 2004. In September of 2004 this limit was temporarily increased to Ch$80,000 million as the demand for longer term financing increased, especially mortgage lending. In 2005 this limit was set back to Ch$60,000 million.
By December 2005 the Bank was above this internally set limit as the mortgage portfolio continued to increase at a rapid pace. Despite this, the Bank remained within the consolidated limit for this portfolio that is set by the ALCO. At the same
time, the variation in net interest income caused by the 100 basis point shift of the local yield curve cannot be greater than Ch$20,000 million and Santander-Chile was within the limits established in 2005. This limit is internally set by the
ALCO. The following table, which contemplates a 100 basis point shift in the relevant interest rate.

100 Basis Point Shift Ch$ million
      
      Local Currency
      Financial Management PortfolioFinancial
      Income
      
      Capital and
      ReservesLoss limit as of December 31, 2005
      
      20,000
      
      60,000High
      
      10,537
      
      61,958Low
      
      115
      
      36,592Average 2005
      
      2,642
      
      51,389


Financial Management Portfolio: Foreign currency

For our net foreign currency position in the Financial Management portfolio, any loss caused by a 100 basis point shift in U.S. dollar interest rates cannot be greater than US$45 million of
equity and US$30 million of budgeted net interest income. These limits are internally imposed limits set by the ALCO.

100 Basis Point
            Shift US$ million
      
      Foreign Currency
      Financial Management PortfolioFinancial
      Income
      
      Capital and
      ReservesLoss limit as of December 31, 2005
          
          30.0
          
          45.0High 2005
          
          14.1
          
          30.0Low 2005
          
          0.0
          
          1.4Average 2005
          
          3.7
          
          20.2


Financial Management Portfolio: Combined local and foreign currency

We track a consolidated indicator to track the total interest risk of the local and foreign currency Financial Management portfolio. The consolidated loss limit for equity at risk was
set at Ch$60,000 million for 2005. In December 2005 it was increased to Ch$66,000 million to accommodate for rapid loan growth and the calculated loss reached Ch$62,624 million. At the same time, the variation in net interest income
caused by the 100 basis point shift of the local yield curve cannot be greater than Ch$30,000 million. This limit is internally set by the ALCO. The following table, which contemplates a 100 basis point shift in the relevant interest rate,
indicates that Santander-Chile was within the limits established in 2005. These limits are an internally imposed limit set by the ALCO and Santander Central Hispanos Global Risk Department

100 Basis Point
            Shift Ch$ million
      
      Combined
      Financial Management PortfolioFinancial
      Income
      
      Capital and
      ReservesLoss limit as of December 31, 2005
      
      30,000
      
      66,000High 2005
      
      12,059
      
      62,624Low 2005
      
      599
      
      39,866Average 2005
      
      3,764
      
      52,969


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Directional Portfolio: Local currency

The potential loss in the market value of our local currency Directional Portfolio resulting from a 100 basis point shift in the yield curve was set at approximately Ch$50,000 million of
equity in 2005. This limit was not breached in 2005. At the same time, the variation in net interest income caused by the 100 basis point shift of the local yield curve cannot be greater than Ch$20,000 million. This limit is internally set by
the ALCO. The following table, which contemplates a 100 basis point shift in the relevant interest rate, indicates that Santander-Chile was within the limits established in 2005.

100 Basis Point
            Shift Ch$ million
      
      Local Currency
      Directional PortfolioFinancial
      Income
      
      Capital and
      ReservesLoss limit as of December 31, 2005
      
      20,000
      
      50,000High
      
      6,653
      
      32,976Low
      
      350
      
      3,551Average 2005
      
      2,505
      
      13,303


Directional Portfolio: Foreign currency

For our net foreign currency position in the Directional Portfolio, any loss caused by a 100 basis point shift in U.S. dollar interest rates cannot be greater than US$45 million of equity and
US$30 million of budgeted net interest income. These limits are internally imposed limits set by the ALCO.

100 Basis Point
            Shift US$ million
      
      Foreign Currency
      Directional PortfolioFinancial
      Income
      
      Capital and
      ReservesLoss limit as of December
          31, 2005
      
      30.0
      
      45.0High 2005
      
      8.1
      
      34.9Low 2005
      
      0.4
      
      0.1Average 2005
      
      2.5
      
      4.9


Directional Portfolio: Combined local and foreign currency

We track a consolidated indicator to track the total interest risk of the local and foreign currency Financial Management portfolio. The consolidated loss limit for equity at risk was
set at Ch$50,000 million for 2005 and was not breached in this period. At the same time, the variation in net interest income caused by the 100 basis point shift of the local yield curve cannot be greater than Ch$30,000 million and was not
breached in the year. This limit is internally set by the ALCO. The following table, which contemplates a 100 basis point shift in the relevant interest rate. These limits are an internally imposed limit set by the ALCO and Santander Central
Hispanos Global Risk Department

100 Basis Point
            Shift Ch$ million
      
      Combined
      Directional PortfolioFinancial
      Income
      
      Capital and
      ReservesLoss limit as of December 31, 2005
      
      30,000
      
      50,000High 2005
      
      7,237
      
      33,263Low 2005
      
      1,401
      
      3,842Average 2005
      
      3,093
      
      14,106


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Volume Limits

We have also developed Volume Limits which place a cap on the actual size of the different portfolios being controlled.

Fixed Income: Volume-Equivalent. This system is considered to be an additional limit to the size of our consolidated fixed-income trading portfolio. This
measure seeks to homogenize the different instruments in our fixed income trading portfolio and convert the portfolio into a single instrument of known duration. Santander-Chile limits the size of this volume-equivalent portfolio. The equivalent
instrument is assumed to have a duration of one year. The equivalent volume is calculated by the Market Risk and Control Department and limits are set by the ALCO with respect to size of the volume-equivalent portfolio.

Net Foreign Currency Trading Position: Maximum Net Position. We also set an absolute limit to the size of Santander-Chiles consolidated net foreign
currency trading position. As of December 31, 2005, this was equal to US$200 million. The average foreign currency trading position in 2005 was a positive gap of US$75 million. The limit to the size of the net foreign currency position is
determined by the ALCO and is calculated and monitored by the Market Risk and Control Department.

Liquidity Management

The Central Bank also requires us to comply with the following liquidity limits:

- The sum of the liabilities with a maturity of less than 30 days cannot exceed the sum of the assets with maturity of 30 days by more than an amount greater than one times our capital. This limit
must be calculated in local currency and foreign currencies together as one gap.

As of December 31, 2005 ours was as follows:

30 day liquidity limit
      
      Limit usedAs of December 31, 2005
      
      52%


- The sum of the liabilities with a maturity of less than of less than 90 days cannot exceed the sum of the assets with a maturity of less than 90 days by more than 2 times a banks capital.
This limit must be calculated in local currency and foreign currencies together as one gap.

90 day liquidity limit
      
      Limit usedAs of December 31, 2005
      
      79%


We have also set internal liquidity limits. The Market Risk Control Department measures two other liquidity indicators:

1. Net accumulated liquidity ratio (NALR):

| | Local Currency NALR                                                                  |  |         
| | ------------------------------------------------------------------------------------ |  | --------
| | Σ ((Assets with maturity up to 30 days)  (Liabilities with maturity up to 30 days)) |  | >= Ch$
0
| | Σ (Liabilities with maturity up to 30 days)                                          |  |         

NALR (Total)
      
      NALR
      Ch$ millionAt December 31, 2005
      
      193Average 2005
      
      29.2


2. Liquidity coefficient (LC):

Liquid assets (at liquidation value) / (Total liabilities - capital + contingent) >= 2%

LC
      
      Local currency
      
      Foreign currencyAt December 31, 2005
      
      4.4%
      
      29.3%Average 2005
      
      4.9%
      
      22.5%


141

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Other Subsidiaries

For VaR measurements and scenario simulations, our consolidated trading and consolidated non-trading portfolios do not consolidate the asset-liability structure of the following
subsidiaries:

- Santiago Leasing S.A.
- Santiago Corredores de Bolsa Ltda.
- Santander Santiago S.A. Administradora General de Fondos
- Santander Santiago S.A. Sociedad Securitizadora
- Santander Santiago Corredora de Seguros Santander Ltda.

The balance sheets of these subsidiaries are mainly comprised of non-sensitive assets and liabilities, fixed assets and capital and in total only represent 6.5% of our total consolidated assets.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

As of December 31, 2005, the Bank, under the supervision and with the participation of the Bank management, including the Chief Executive Officer and the Chief Financial Officer, performed an
evaluation of the effectiveness of the Banks disclosure controls and procedures. The Banks management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide
only reasonable assurance regarding managements control objectives. Based on this evaluation, the Banks Chief Executive Officer and Chief Financial Officer concluded that the Banks disclosure controls and procedures are effective
at the reasonable assurance level for gathering, analyzing and disclosing the information the Bank is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules
and forms.

There has been no change in the Bank's internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Bank's internal control over financial reporting. We have committed, and will continue to commit, considerable resources to our efforts to improve and strengthen our internal controls. In particular the following is worth noting:

- We are continuing our efforts to be able to comply on a timely basis with the requirements of Section 404 of the Sarbanes-Oxley Act. All departments concerned within our organization are continuing their documentation and have begun, and in some cases, completed testing activities.
- We have developed and adopted additional uniform control standards that are applicable to all of our continuing operations and that cover a variety of topics.
- Our management assessment of internal controls is projected to be completed by June 30, 2007 with audit procedures commencing thereon.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that two of the members of our
Audit Committee, Benigno Rodríguez Rodríguez and Víctor
Arbulú Crousillat, meet the requirements of an audit committee
financial expert in accordance with SEC rules and regulations, in that they
have an understanding of Chilean GAAP, the ability to assess the general
application of Chilean GAAP in connection with the accounting for estimates,
accruals and reserves, experience analyzing and evaluating financial statements
that present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by our consolidated financial statements,
an understanding of internal controls over financial reporting, and an
understanding of audit committee functions. All three members of our Audit
Committee have experience overseeing and assessing the performance of
Santander-Chile and its consolidated subsidiaries and our external auditors
with respect to the preparation, auditing and evaluation of our consolidated
financial statements.

142

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All three members of our Audit Committee are considered to be independent according to applicable NYSE criteria and all three members are relying on the exemption provided by Rule 10A-3(b)(1)(iv)(B),
which allows an otherwise independent director to serve on both the audit committee of the issuer and the board of directors of an affiliate.

ITEM 16B. CODE OF ETHICS

The Bank has adopted a code of ethics that is applicable to all of the Banks employees and a copy is included as an exhibit hereto. We will provide to any person without charge, upon
request, a copy of our code of ethics. Please emailrmorenoh@santandersantiago.clto request a copy.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Amounts paid to the auditors for statutory audit and other services were as follows:

|                                     |  | 2004
  MCh$ |  | 2005
  MCh$
|------------------------------------ |  | ----------- |  | -----------
|                                     |  |             |  |            
|Audit Services                       |  |             |  |            
|- Statutory audit                    |  | 554         |  | 788        
|- Audit-related regulatory reporting |  | -           |  | -          
|                                     |  |             |  |            
|Tax Fees                             |  |             |  |            
|- Compliance Services                |  | -           |  | -          
|- Advisory Services                  |  | -           |  | -          
|                                     |  |             |  |            
|All Other Services                   |  | -           |  | -          
|                                     |  |             |  |            
|Total                                |  | 554         |  | 788        
|                                     |  |             |  |            

Statutory audit: Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements that are provided by
Deloitte in 2005 and PricewaterhouseCoopers in 2004 in connection with statutory and regulatory filings or engagements, and attest services.

Audit-related regulatory reporting: Consists of fees billed for assurance and related services that were specifically related to the performance of the audit
and review of our filings under the 1933 Act.

Auditors are pre-approved by the Audit committee. The selection of external auditors is subject to approval by shareholders at the Annual Shareholders Meeting. All proposed payments have
been presented to our Audit Committee, which has determined that they are reasonable and consistent with internal policies.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

In 2005, neither Santander-Chile nor
    any of its affiliates purchased any of Santander-Chiles equity securities.

PART III

17. FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of this item.

ITEM 18. FINANCIAL STATEMENTS

Reference is made to Item 19 for a list of all financial statements filed as a part of this Annual Report.

143

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|ITEM 19. EXHIBITS                                                           |  |     
|--------------------------------------------------------------------------- |  | ----
|(a) Index to Financial Statements                                           |  |     
|                                                                            |  | Page
|                                                                            |  |     
|Report of Independent Registered Public Accounting Firm                     |  | F-2 
|Consolidated Balance Sheets at December 31, 2004 and 2005                   |  | F-4 
|Consolidated Statements of Income for each of the three years ended         |  |     
|December 31, 2005                                                           |  | F-6 
|Consolidated Statements of Cash Flows for each of the three years ended     |  |     
|December 31, 2005                                                           |  | F-7 
|Consolidated Statements of Shareholders Equity for each of the three years |  |     
|ended December 31, 2005                                                     |  | F-8 
|Notes to the Consolidated Financial Statements                              |  | F-9 

|(b) Index to Exhibits:
|----------------------
|                      
|Exhibit               
|Number                
|                      
|1A.1                  
|                      
|1A.2                  
|                      
|1B.1                  
|                      
|1B.2                  
|                      
|2A.1                  
|                      
|2A.2                  
|                      



144

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|2A.3 |  | Copy of the Central Bank Chapter XXVI Regulations Related to the Acquisition ofShares in Chilean Corporations and the Issuance of Instrument on Foreign Stock
Exchanges or under Other Terms and Conditions of Issue (accompanied by an English  translation) (incorporated by reference to Old Santander-Chiles Annual Report for the fiscal year ended December 31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2B.1 |  | Agreement for the Issuance of Bonds dated November 26, 1996 between Old Santander-Chile and Banco Security (accompanied by an English translation) (incorporated by
reference to Old Santander-Chiles Annual Report for the fiscal year ended December   31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2B.2 |  | Indenture dated December
9, 2004 between Santander-Chile and Deutsche Bank Trust
Company Americas, as trustee,
providing for issuance of securities in series (filed    herewith).                                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2B.3 |  | Indenture dated March 16,
2001, as amended on May 30, 2003,  October 22,
2004, May 3, 2005, and
September 20, 2005 between Santander-Chile and Banco de Chile, as trustee, relating
to issuance of   UF14
million senior notes (copy to be furnished upon request).                                                                                                                                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4A.1 |  | Automatic Teller Machines Participation Agreement dated October 1, 1988 between
        Banco Espanol-Chile (predecessor to Old Santander-Chile) and REDBANC (accompanied by an English translation) (incorporated by reference to Old Santander-Chiles Annual Report for the fiscal year ended December 31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4A.2 |  | Outsourcing agreement between
Banco Santiago and IBM de Chile S.A.C. dated June30,
2000 (including English summary) (incorporated by reference to Banco Santiagos
Annual Report on Form 20-F
for the fiscal year ended December 31, 2000 (File No. 1-4554)
filed with the Commission on December 31, 2000).                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4A.3 |  | Systems and Technology Service and Consulting Agreement between Santander-Chile
and Altec dated December 30, 2003 (English translation) (incorporated by reference to      our Annual Report on Form 20-F for the fiscal year ended December 31, 2003 (File No. 1-14554) filed with the Commission on December 31, 2004).                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4A.4 |  | Purchase-Sale Contract between
Santander-Chile and Empresas Almacenes París dated December 6, 2004
(English
translation) (filed herewith).                                                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.1  |  | Statement explaining Calculation of Ratios (incorporated by reference to Old Santander-Chiles Annual Report on Form 20-F for the fiscal year ended December 31, 2000 (File
No. 1-13448) filed with the Commission on June 28, 2001).                                                                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.1  |  | List of Subsidiaries (incorporated by reference to our Annual Report on Form 20-F for
the fiscal year ended December 31, 2004 (File No. 1-4554) filed with the Commission on     June 30, 2005).                                                                                                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.1 |  | Code of Conduct for Executive Personnel of Banco Santander-Chile and Subsidiaries
(incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended     December 31, 2004 (File No. 1-4554) filed with the Commission on June 30, 2005).                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.2 |  | Code of Conduct for all
Grupo Santander Personnel (incorporated by reference to our
Annual Report on Form 20-F
for the fiscal year ended December 31, 2004 (File No. 1-4554) filed with the
Commission on June 30, 2005).                                                                                                                                                                                                                  
|     |  | .                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.1 |  | Section 302 Certification by the Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.2 |  | Section 302 Certification by the Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.1 |  | Section
      906 Certification.                                                                                                                                                                                                                                                                                                                                                                                                           

We will furnish to the Securities and Exchange Commission, upon request, copies of any unfiled instruments that define the rights of holders of long-term debt of
Banco Santander-Chile.

145

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
Annual Report on its behalf.

BANCO SANTANDER-CHILEBy:
      /s/
          Gonzalo Romero A.Name:
      Gonzalo Romero A.Title:
      General Counsel


Date: April
    12, 2006.

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|BANCO SANTANDER CHILE            
|---------------------------------
|                                 
|CONSOLIDATED FINANCIAL STATEMENTS
|                                 
|CONTENTS                         

|                                                                                |     
|------------------------------------------------------------------------------- | ----
|                                                                                | Page
|Report of independent registered public accounting firm                         | F-2 
|Audited consolidated financial statements:                                      |     
|Consolidated balance sheets at December 31, 2004 and 2005                       | F-4 
|Consolidated statements of income for each of the three years in the period     |     
|ended December 31, 2005                                                         | F-6 
|Consolidated statements of cash flows for each of the three years in the period |     
|ended December 31, 2005                                                         | F-7 
|Consolidated statements of shareholders equity                                 |     
|for each of the three years in the period ended December 31, 2005               | F-8 
|Notes to the consolidated financial statements                                  | F-9 

|Ch$   | - Chilean pesos                                                                       
|----- | --------------------------------------------------------------------------------------
|MCh$  | - Millions of Chilean pesos                                                           
|US$   | - United States dollars                                                               
|ThUS$ | - Thousands of United States dollars                                                  
|UF    | - A UF is a daily-indexed, peso-denominated monetary unit.
The UF rate is set daily in
|      | advance based on the previous months inflation rate.                                 

F - 1

---



|                                           | Deloitte & Touche
|------------------------------------------ | -----------------
|Sociedad de Auditores y Consultores Ltda. 
|RUT: 80.276.200-3                         
|Av. Providencia 1760                      
|Pisos 6, 7, 8 y 9                         
|Providencia, Santiago                     
|Chile                                     
|Fono: (56-2) 270-3000                     
|Fax: (56-2) 374 9177                      
|e-mail:
        deloittechile@deloitte.com
|www.deloitte.cl                           

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
  Banco Santander Santiago

We have audited the accompanying consolidated balance sheets of Banco Santander Santiago and its subsidiaries (collectively referred to as Banco Santander Chile or the
Bank) as of December 31, 2005, and the related consolidated statements of income, cash flows and changes in shareholders equity for the year ended December 31, 2005, all expressed in millions of constant Chilean pesos. These
financial statements (including the related Notes) are the responsibility of the Banks management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements of Banco
Santander Chile for the years ended December 31, 2003 and 2004 were audited by other auditors whose report, dated June 28, 2005 (except for the restatement to constant Chilean pesos of December 31, 2005, for which the date is February 23, 2006)
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Bank is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Banks internal control
over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Bank at December 31, 2005 and the results of their operations and
their cash flows for the year then ended, in conformity with accounting principles generally accepted in Chile and the rules of the Superintendencia de Bancos e Instituciones Financieras.

Certain reclassifications have been made to the financial statements previously filed with the Superintendencia de Bancos e Instituciones Financieras solely for the convenience of readers outside
Chile.

Accounting principles generally accepted in Chile vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter
would have affected the determination of shereholders equity as of December 31, 2005, and the determination of net income for the year ended December 31, 2005, to the extent summarized in Note 27 to the consolidated financial statements.

Our audit also comprehended the translation of Chilean Peso amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 1. r.
Such U.S. dollar amounts are presented solely for the convenience of readers in the United States of America.

/s/ Deloitte

Santiago,
    ChileFebruary 28, 2006

F - 2

Una firma
    miembro de              **Deloitte Touche Tohmatsu**

---



| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                      
| | PricewaterhouseCoopers
RUT: 81.513.400 -1
Santiago de Chile
Av. Andrés Bello 2711
Torre Costanera -Pisos 3, 4 y 5
Las Condes
Teléfono [56](2) 9400000

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders ofBanco Santander Chile

We have audited the accompanying consolidated balance sheet of Banco Santander Chile (formerly Banco Santiago) and its subsidiaries (the Bank) as of December 31, 2004 and the related
consolidated statements of income, of cash flows and of shareholders equity for each of the two years ended December 31, 2004, all expressed in millions of constant Chilean pesos. These financial statements are the responsibility of the
Banks management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in Chile and the Standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Banco Santander Chile (formerly Banco Santiago) and its subsidiaries as
of December 31, 2004 and the results of their operations and their cash flows for each of the two years ended December 31, 2004, in conformity with accounting principles generally accepted in Chile and the rules of the regulatory agencies referred
to in Note 1.

Accounting principles generally accepted in Chile vary in certain important respects from accounting principles generally accepted in the United States of America. Information relating to the
nature and effect of such differences is presented in Note 27 to the consolidated financial statements.

/s/ PricewaterhouseCoopers

Santiago, ChileJune 28, 2005, except for the restatement toconstant Chilean pesos of December 31, 2005,for which the date is February 23, 2006.

F - 3

---



BANCO SANTANDER CHILE

CONSOLIDATED BALANCE SHEETS

Adjusted for general price-level changes and expressed
in millions of constant Chilean pesos (MCh$) as of
December 31, 2005 and thousands of US dollars (ThUS$)

|                                                     |  | At December 31, |  
|---------------------------------------------------- |  | --------------- | -
|                                                     |  |                 |  
|                                                     |  | 2004            |  
|                                                     |  |                 |  
|                                                     |  | MCh$            |  
|ASSETS                                               |  |                 |  
|CASH AND DUE FROM BANKS (Note 3)                     |  |                 |  
|Non - interest bearing                               |  | 797,469         |  
|Interbank deposits-interest bearing                  |  | 185,107         |  
|                                                     |  |                 |  
|Total cash and due from banks                        |  | 982,576         |  
|INVESTMENTS (Note 4)                                 |  |                 |  
|Government securities                                |  | 972,661         |  
|Investments under agreements to resell               |  | 24,516          |  
|Other financial investments                          |  | 470,961         |  
|Investment collateral under agreements to repurchase |  | 593,366         |  
|                                                     |  |                 |  
|Total investments                                    |  | 2,061,504       |  
|                                                     |  |                 |  
|LOANS, NET (Note 5)                                  |  |                 |  
|Commercial loans                                     |  | 3,266,027       |  
|Consumer loans                                       |  | 1,119,006       |  
|Mortgage loans                                       |  | 954,370         |  
|Foreign trade loans                                  |  | 512,429         |  
|Interbank loans                                      |  | 135,725         |  
|Leasing contracts (Note 6)                           |  | 520,401         |  
|Other outstanding loans                              |  | 1,385,583       |  
|Past due loans                                       |  | 135,813         |  
|Contingent loans                                     |  | 902,317         |  
|Allowance for loan losses (Note 7)                   |  | (179,559        | )
|                                                     |  |                 |  
|Total loans, net                                     |  | 8,752,112       |  
|                                                     |  |                 |  
|OTHER ASSETS                                         |  |                 |  
|Bank premises and equipment, net (Note 8)            |  | 221,611         |  
|Assets received in lieu of payment                   |  | 32,097          |  
|Assets to be leased                                  |  | 19,135          |  
|Investments in other companies (Note 9)              |  | 5,068           |  
|Other (Note 10)                                      |  | 433,378         |  
|                                                     |  |                 |  
|Total other assets                                   |  | 711,289         |  
|TOTAL ASSETS                                         |  | 12,507,481      |  
|                                                     |  |                 |  

The accompanying Notes are an integral part of these consolidated financial statements.

F - 4

---



BANCO SANTANDER CHILE

CONSOLIDATED BALANCE SHEETS

Adjusted for general price-level changes and expressed
in millions of constant Chilean pesos (MCh$) as of
December 31, 2005 and thousands of US dollars (ThUS$)

|                                                |  | At December 31,
|----------------------------------------------- |  | ---------------
|                                                |  |                
|                                                |  | 2004           
|                                                |  | MCh$           
|LIABILITIES AND SHAREHOLDERS' EQUITY            |  |                
|DEPOSITS                                        |  |                
|Non-interest bearing                            |  |                
|Current accounts                                |  | 1,335,113      
|Bankers' drafts and other deposits              |  | 1,027,091      
|                                                |  |                
|Total non-interest bearing                      |  | 2,362,204      
|Interest bearing                                |  |                
|Savings accounts and other deposits             |  | 4,629,313      
|                                                |  |                
|Total deposits                                  |  | 6,991,517      
|OTHER INTEREST BEARING LIABILITIES (Note 11)    |  |                
|Chilean Central Bank borrowings                 |  |                
|Credit lines for renegotiations of loans        |  | 9,662          
|Other Central Bank borrowings                   |  | 340,959        
|                                                |  |                
|Total Chilean Central Bank borrowings           |  | 350,621        
|Investments under agreements to repurchase      |  | 448,464        
|Mortgage finance bonds                          |  | 993,146        
|Other borrowings                                |  |                
|Bonds                                           |  | 370,565        
|Subordinated bonds                              |  | 549,876        
|Borrowings from domestic financial institutions |  | 29,778         
|Foreign borrowings                              |  | 495,572        
|Other obligations                               |  | 41,221         
|                                                |  |                
|Total other borrowings                          |  | 1,487,012      
|Total other interest bearing liabilities        |  | 3,279,243      
|                                                |  |                
|                                                |  |                
|OTHER LIABILITIES                               |  |                
|Contingent liabilities (Note 10)                |  | 904,058        
|Other (Note 10)                                 |  | 262,235        
|                                                |  |                
|Total other liabilities                         |  | 1,166,293      
|                                                |  |                
|CONTINGENCIES AND COMMITMENTS (Note 21)         |  |                
|MINORITY INTEREST                               |  | 1,325          
|                                                |  |                
|Total liabilities                               |  | 11,438,378     
|SHAREHOLDERS' EQUITY (Note 14)                  |  |                
|Capital and reserves                            |  | 863,112        
|Income for the year                             |  | 205,991        
|                                                |  |                
|Total shareholders' equity                      |  | 1,069,103      
|                                                |  |                
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      |  | 12,507,481     
|                                                |  |                

The accompanying Notes are an integral part of these consolidated financial statements.

F - 5

---



BANCO SANTANDER CHILE

CONSOLIDATED STATEMENTS OF INCOME

Expressed in millions of constant Chilean pesos (MCh$) as of
December 31, 2005 and thousands of US dollars (ThUS$)

|                                                               |  | Year ended December 31,
|-------------------------------------------------------------- |  | -----------------------
|                                                               |  |                        
|                                                               |  | 2003                   
|                                                               |  | MCh$                   
|                                                               |  |                        
|INTEREST REVENUE AND EXPENSE                                   |  |                        
|Interest revenue                                               |  | 651,540                
|Interest expense                                               |  | (330,119               
|                                                               |  |                        
|Net interest revenue                                           |  | 321,421                
|                                                               |  |                        
|PROVISIONS FOR LOAN LOSSES (Note 7)                            |  | (71,592                
|                                                               |  |                        
|FEES AND INCOME FROM SERVICES (Note 16)                        |  |                        
|Fees and other services income                                 |  | 145,491                
|Other and other services expenses                              |  | (26,729                
|                                                               |  |                        
|Total fees income and expenses from services, net              |  | 118,762                
|                                                               |  |                        
|OTHER OPERATING INCOME                                         |  |                        
|Gains from trading activities                                  |  | 113,210                
|Losses from trading activities                                 |  | (84,057                
|Foreign exchange transactions, net                             |  | 161,363                
|Other operating income                                         |  | 8,435                  
|Other operating expenses                                       |  | (29,578                
|                                                               |  |                        
|Total other operating income (loss), net                       |  | 169,373                
|                                                               |  |                        
|OTHER INCOME AND EXPENSES                                      |  |                        
|Non-operating income (Note 17)                                 |  | 20,948                 
|Non-operating expenses (Note 17)                               |  | (20,418                
|Income attributable to investments in other companies (Note 9) |  | 1,772                  
|Minority interest                                              |  | (170                   
|                                                               |  |                        
|Total other income and (expenses), net                         |  | 2,132                  
|                                                               |  |                        
|OPERATING EXPENSES                                             |  |                        
|Personnel salaries and expenses                                |  | (133,973               
|Administrative and other expenses                              |  | (89,128                
|Depreciation and amortization                                  |  | (42,648                
|                                                               |  |                        
|Total operating expenses                                       |  | (265,749               
|                                                               |  |                        
|NET LOSS FROM PRICE-LEVEL RESTATEMENT (Note 23)                |  | (8,179                 
|                                                               |  |                        
|INCOME BEFORE INCOME TAXES                                     |  | 266,168                
|Income taxes (Note 20)                                         |  | (46,382                
|                                                               |  |                        
|                                                               |  |                        
|NET INCOME FOR THE YEAR                                        |  | 219,786                
|                                                               |  |                        

The accompanying Notes are an integral part of these consolidated financial statements.

F - 6

---



BANCO SANTANDER CHILECONSOLIDATED STATEMENTS OF CASH FLOWS

Expressed in millions of constant Chilean pesos (MCh$) as of
December 31, 2005 and thousands of US dollars (ThUS$)

|                                                                           |  |                         |   |      |            |      |  |           
|-------------------------------------------------------------------------- |  | ----------------------- | - | ---- | ---------- | ---- |  | ----------
|                                                                           |  | Year ended December 31,
|                                                                           |  |                         |   |      |            |      |  |           
|                                                                           |  | 2003                    |   | 2004 |            | 2005 |  | 2005      
|                                                                           |  | MCh$                    |   | MCh$ |            | MCh$ |  | ThUS$     
|                                                                           |  |                         |   |      |            |      |  |           
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |  |                         |   |      |            |      |  |           
|Net income for the year                                                    |  | 219,786                 |   |      | 205,991    |      |  | 239,710   
|Charge (credit) to income not representing cash flows:                     |  |                         |   |      |            |      |  |           
|Provision for loan losses                                                  |  | 107,612                 |   |      | 133,394    |      |  | 109,633   
|Depreciation and amortization                                              |  | 42,648                  |   |      | 40,127     |      |  | 39,248    
|Market value of financial investments (trading portfolio)                  |  | 5,485                   |   |      | (657       | )    |  | 4,267     
|(Gain) loss on sales of bank premises and equipment                        |  | 161                     |   |      | (201       | )    |  | (203      
|(Gain) loss on sales of goods received in lieu of payment                  |  | (5,737                  | ) |      | (4,434     | )    |  | (4,525    
|Net changes in other assets and liabilities                                |  | (40,561                 | ) |      | (70,054    | )    |  | (23,996   
|Share of profit in equity method investments                               |  | (1,773                  | ) |      | (557       | )    |  | (678      
|Minority interest                                                          |  | 170                     |   |      | 190        |      |  | 133       
|Write-offs of assets received in lieu of payment                           |  | 13,173                  |   |      | 21,691     |      |  | 20,990    
|Net change in interest accruals                                            |  | (62,145                 | ) |      | 57,958     |      |  | (82,679   
|Price-level restatement                                                    |  | 8,179                   |   |      | 12,417     |      |  | 18,140    
|Other                                                                      |  | 21,903                  |   |      | 16,110     |      |  | 6,644     
|                                                                           |  |                         |   |      |            |      |  |           
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                  |  | 308,901                 |   |      | 411,975    |      |  | 326,684   
|                                                                           |  |                         |   |      |            |      |  |           
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |  |                         |   |      |            |      |  |           
|Net (increase) decrease in loans                                           |  | 357,571                 |   |      | (1,063,922 | )    |  | (1,080,445
|Net change in goods received in lieu of payment                            |  | 40,264                  |   |      | 43,260     |      |  | 47,601    
|Purchases of bank premises and equipment                                   |  | (17,714                 | ) |      | (19,598    | )    |  | (21,477   
|Investments in other companies                                             |  | -                       |   |      | (303       | )    |  | (1,337    
|Net increase in securities purchased under agreements to resell            |  | 10                      |   |      | -          |      |  | (97,912   
|Net change in other financial investments                                  |  | 89,771                  |   |      | (15,140    | )    |  | 480,844   
|Proceeds from sales of bank premises and equipment                         |  | 5,170                   |   |      | 754        |      |  | 3,609     
|Dividends received from equity investments                                 |  | 4,447                   |   |      | 927        |      |  | 768       
|                                                                           |  |                         |   |      |            |      |  |           
|Net cash (used in) provided by investing activities                        |  | 479,519                 |   |      | (1,054,022 | )    |  | (668,349  
|                                                                           |  |                         |   |      |            |      |  |           
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |  |                         |   |      |            |      |  |           
|Net increase in current accounts                                           |  | 10,584                  |   |      | 137,267    |      |  | 115,422   
|Net increase (decrease) in savings accounts and time deposits              |  | (637,762                | ) |      | 713,624    |      |  | 1,368,192 
|Net increase (decrease) in bankers drafts and other deposits               |  | 102,735                 |   |      | 70,333     |      |  | (362,909  
|Net increase (decrease) in investments sold under agreements to repurchase |  | (179,561                | ) |      | 37,567     |      |  | (173,826  
|Increase in mortgage finance bonds                                         |  | 290,746                 |   |      | 70,689     |      |  | 17,875    
|Repayments of mortgage finance bonds                                       |  | (611,393                | ) |      | (402,270   | )    |  | (480,620  
|Proceeds from bond issues                                                  |  | -                       |   |      | 405,906    |      |  | 111,317   
|Repayments of bond issues                                                  |  | (75,044                 | ) |      | (152,364   | )    |  | (239,797  
|Short-term funds borrowed                                                  |  | 4,025                   |   |      | 99,765     |      |  | 221,136   
|Short-term borrowings repaid                                               |  | (78,193                 | ) |      | (431,110   | )    |  | 600,715   
|Proceeds from issuance of long-term borrowings                             |  | 200,115                 |   |      | (90,307    | )    |  | (41,257   
|Central Bank borrowings                                                    |  | 357,214                 |   |      | 338,759    |      |  | (349,247  
|Dividends paid                                                             |  | (165,940                | ) |      | (219,962   | )    |  | (206,310  
|                                                                           |  |                         |   |      |            |      |  |           
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                        |  | (782,474                | ) |      | 577,897    |      |  | 580,691   
|                                                                           |  |                         |   |      |            |      |  |           
|                                                                           |  |                         |   |      |            |      |  |           
|EFFECT OF PRICE-LEVEL RESTATEMENT
ON CASH AND DUE FROM                     |  |                         |   |      |            |      |  |           
|BANKS                                                                      |  | (9,646                  | ) |      | 1,746      |      |  | 3,360     
|                                                                           |  |                         |   |      |            |      |  |           
|NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS                         |  | (3,700                  | ) |      | (62,404    | )    |  | 242,386   
|                                                                           |  |                         |   |      |            |      |  |           
|CASH AND DUE FROM BANKS, BEGINNING OF YEAR                                 |  | 1,048,680               |   |      | 1,044,980  |      |  | 982,576   
|                                                                           |  |                         |   |      |            |      |  |           
|CASH AND DUE FROM BANKS, END OF YEAR                                       |  | 1,044,980               |   |      | 982,576    |      |  | 1,224,962 
|                                                                           |  |                         |   |      |            |      |  |           
|                                                                           |  |                         |   |      |            |      |  |           
|SUPPLEMENTAL CASH FLOW INFORMATION:                                        |  |                         |   |      |            |      |  |           
|Non cash movements (assets received in lieu payment)                       |  |                         |   |      | 50,496     |      |  | 40,140    
|                                                                           |  |                         |   |      |            |      |  |           
|Cash paid during the year for:                                             |  |                         |   |      |            |      |  |           
|Interest                                                                   |  |                         |   |      | 425,417    |      |  | 436,889   
|Taxes                                                                      |  |                         |   |      | 3,624      |      |  | 2,761     

The accompanying Notes are an integral part of these consolidated financial statements.

F - 7

---



BANCO SANTANDER CHILE

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Expressed in millions of constant Chilean pesos (MCh$) as of December 31, 2005
(except for number of shares)

|                                             |  | Number
of Shares |  | Paid-in
share
capital |         | Legal
Reserve |  | Financial
Investment
Reserve |   | Net
        income
          for the
    year |         | Total
|-------------------------------------------- |  | ---------------- |  | --------------------- | ------- | ------------- |  | ---------------------------- | - | --------------------------------------------- | ------- | -----
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|                                             |  | Millions         |  | MCh$                  |         | MCh$          |  | MCh$                         |   | MCh$                                          |         | MCh$ 
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balances at January 1, 2003, (historical)    |  | 188,446.1        |  |                       | 695,921 |               |  | 101,843                      |   |                                               | 8,126   |      
|Retained earnings                            |  | -                |  |                       | -       |               |  | 157,315                      |   |                                               | -       |      
|Dividend paid                                |  | -                |  |                       | -       |               |  | (157,315                     | ) |                                               | -       |      
|Price-level restatement                      |  | -                |  |                       | 6,630   |               |  | 3,520                        |   |                                               | -       |      
|Unrealized losses in financial investment    |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|classified as permanent                      |  | -                |  |                       | -       |               |  | -                            |   |                                               | (5,623  | )    
|Net Income for the year                      |  | -                |  |                       | -       |               |  | -                            |   |                                               | -       |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balances as of December 31, 2003             |  | 188,446.1        |  |                       | 702,551 |               |  | 105,363                      |   |                                               | 2,503   |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balance at December 31, 2003                 |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|restated in constant
 Chilean pesos          |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|of December 31, 2005                         |  | 188,446.1        |  |                       | 727,983 |               |  | 109,177                      |   |                                               | 2,594   |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balances at of January 1, 2004, (historical) |  | 188,446.1        |  |                       | 702,551 |               |  | 105,363                      |   |                                               | 2,503   |      
|Retained earnings                            |  | -                |  |                       | -       |               |  | 212,108                      |   |                                               | -       |      
|Dividend paid                                |  | -                |  |                       | -       |               |  | (212,108                     | ) |                                               | -       |      
|Price-level restatement                      |  | -                |  |                       | 17,423  |               |  | 2,448                        |   |                                               | -       |      
|Unrealized gains in financial investment     |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|classified as permanent                      |  | -                |  |                       | -       |               |  | -                            |   |                                               | 2,671   |      
|Net Income for the year                      |  | -                |  |                       | -       |               |  | -                            |   |                                               | -       |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balances as of December 31, 2004             |  | 188,446.1        |  |                       | 719,974 |               |  | 107,811                      |   |                                               | 5,174   |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balance at December 31, 2004, restated       |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|in constant Chilean
 pesos                   |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|of December 31, 2005                         |  | 188,446.1        |  |                       | 746,037 |               |  | 111,714                      |   |                                               | 5,361   |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balances as of January 1, 2005, (historical) |  | 188,446.1        |  |                       | 719,974 |               |  | 107,811                      |   |                                               | 5,174   |      
|Retained earnings                            |  | -                |  |                       | -       |               |  | 198,795                      |   |                                               | -       |      
|Dividends paid                               |  | -                |  |                       | -       |               |  | (198,795                     | ) |                                               | -       |      
|Price-level restatement                      |  | -                |  |                       | 26,063  |               |  | 3,585                        |   |                                               | -       |      
|Unrealized losses in financial investment    |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|classified as permanent                      |  | -                |  |                       | -       |               |  | -                            |   |                                               | (20,485 | )    
|Net Income for the year                      |  | -                |  |                       | -       |               |  | -                            |   |                                               | -       |      
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      
|Balances as of December 31, 2005             |  | 188,446.1        |  |                       | 746,037 |               |  | 111,396                      |   |                                               | (15,311 | )    
|                                             |  |                  |  |                       |         |               |  |                              |   |                                               |         |      

The accompanying Notes are an integral part of these consolidated financial statements.

F - 8

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Expressed in millions of constant Chilean pesos (MCh$)
of December 31, 2005 (except as indicated)

NOTE 1.SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

a)     Basis of presentation

Banco Santander Santiago (formerly Banco Santiago) is a corporation(sociedad anónima bancaria)organized under the laws of the Republic of Chile that provides a broad range of general banking services to customer bases covering individuals to major corporations.  Banco Santander Santiago and its
subsidiaries (collectively referred to herein as the Bank Banco Santander Chile) offer general commercial and consumer banking services and provide other services, including factoring, collection, leasing, securities and
insurance brokerage, mutual and investment funds management and investment banking.

Through resolution No.79 dated July 26, 2002 the ChileanSuperintendencia de Bancos e Instituciones Financieras(the Superintendency of Banks) approved the merger agreed upon by the Extraordinary Shareholders Meetings of the former Banco Santander-Chile and Banco Santiago, both held on July 18,
2002.

On August 1, 2002, the legal merger agreed upon by Banco Santiago with former Banco Santander-Chile took place, through the contribution of the assets of the latter to Banco Santiago, which
assumed the total liabilities. The merger was accounted for under Chilean GAAP in a manner commonly referred to as a pooling of interests on a prospective basis from January 1, 2002. As such, the financial statements of the former Banco
Santander-Chile were retroactively combined with those of Banco Santiago at book values at January 1, 2002.

By virtue of the merger, Banco Santiago later changed its name to Banco Santander Chile. The shareholders of the former Banco Santander-Chile became shareholders of the merged bank, receiving
3.55366329 shares of the merged Bank in exchange for each share of the former Banco Santander-Chile.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Chile and regulations of the Superintendency of Banks,
collectively referred to as Chilean GAAP. For the convenience of the reader, the consolidated financial statements have been translated into English, certain reclassifications have been made and certain subtotals and clarifying account
descriptions have been added.

The Bank has issued its statutory consolidated financial statements in Spanish and in conformity with accounting principles generally accepted in Chile, which include certain notes and additional
information required by the Superintendency of Banks for statutory purposes. Management believes that these additional notes and information are not essential for the complete understanding of the consolidated financial statements and, accordingly,
these notes and additional information have been excluded from the accompanying financial statements.

F - 9

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The consolidated financial statements include Banco Santander Chile and its majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in
consolidation. The majority interests of Banco Santander Chile as of December 31, 2004 and 2005 were as follows:

|                                                         |  | Percentage Owned
|-------------------------------------------------------- |  | ----------------
|                                                         |  |                 
|                                                         |  | 2004            
|                                                         |  |                 
|                                                         |  | Direct          
|                                                         |  | %               
|Subsidiary                                               |  |                 
|Santiago Leasing S.A.                                    |  | 99.50           
|Santiago Corredores de Bolsa Ltda.                       |  | 99.19           
|Santander Santiago S.A. Administradora General de Fondos |  | 99.96           
|Santander S.A. Agente de Valores                         |  | 99.03           
|Santander Santiago S.A. Sociedad Securitizadora          |  | 99.64           
|Santander Santiago Corredora de Seguros Ltda.            |  | 99.99           

b)     Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
  assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In
  certain cases generally accepted accounting principles require that assets or liabilities be recorded or disclosed at their fair values. The fair value is the amount at which an asset could be bought or sold, or in the case of a liability could be
  incurred or settled in a current transaction between willing parties, other than in a forced or liquidation sale. Where available quoted market prices in active markets have been used as the basis for the measurement. Where quoted market prices in
  active markets are not available, the Bank has estimated such values based on the best information available, including using modeling and other valuation techniques.

We have established allowances to cover probable loan losses in accordance with regulations issued by the Chilean Superintendency of Banks.  These regulations require us to estimate allowances
    based on an individual and group classification system as explained in Note 1 (l).  As further explain in Note 1 (l), Superintendency of Banking rules for the year ended December 31, 2003 required us to estimate the allowance for loan losses based
    on individual and global specifications.

As described above, the allowance for loan losses requires us to make estimates and, consequently, we regularly evaluate our allowance for loan losses by taking into consideration factors such as
      changes in the nature and volume of our loan portfolio, trends in forecasted portfolio credit quality and economic conditions that may affect our borrowers ability to pay.  Increases in our allowance for loan losses are reflected as provisions
    for loan losses in our income statement. Loans are charged off when management determines that the loan or a portion thereof is uncollectible. Charge-offs are recorded as a reduction of the allowance for loan losses.

F - 10

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The consolidated financial statements are prepared on the basis of general price-level accounting in order to reflect the effect of changes in the purchasing power of the Chilean peso during each year. At the end of each
reporting period, the consolidated financial statements are restated in terms of the general purchasing power of the Chilean peso (constant pesos) using changes in the Chilean consumer price index (CPI) as follows:

|- | Non-monetary assets, liabilities and shareholders equity accounts are restated in terms of year-end purchasing power.                                                                                                                                                                                                                                                                                                                                                                                  
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|- | Consistent with general banking practices in Chile, no specific purchasing power adjustments of income statement amounts are made.                                                                                                                                                                                                                                                                                                                                                                      
| 
|- | Monetary items are not restated as such items are, by their nature, stated in terms of current purchasing power in the financial statements.                                                                                                                                                                                                                                                                                                                                                            
| 
|- | The price-level restatement credit or charge in the income statement represents the monetary gain or loss in purchasing power from holding monetary assets and liabilities exposed to the effects of inflation.                                                                                                                                                                                                                                                                                         
| 
|- | All the amounts contained in the accompanying consolidated financial statements have been restated in Chilean pesos of general purchasing power of December 31, 2005 (constant pesos) applied under the prior
month rule, as described below, to reflect changes in the CPI from the financial statement dates to December 31, 2005. This updating does not change the prior years' statements or information in any way except to update the amounts to constant
pesos of similar purchasing power.

The general price-level restatements are calculated using the official CPI of the Chilean National Institute of Statistics and are based on the prior month rule, in which the inflation adjustments at any balance
sheet date are based on the consumer price index at the close of the preceding month.  The CPI is considered by the business community, the accounting profession and the Chilean government to be the index which most closely complies with the
technical requirement to reflect the variation in the general level of prices in the country and, consequently, is widely used for financial reporting purposes in Chile.

F - 11

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The values of the CPI used for price-level restatement purposes are as follows:

|                                                                                    | Year |  | Index * |  | Change in index | 
|----------------------------------------------------------------------------------- | ---- |  | ------- |  | --------------- | 
|                                                                                    |      |  |         |  |                 | 
|                                                                                    |      |  |         |  | %               | 
|                                                                                    | 2003 |  | 114.44  |  | 1.00%           | 
|                                                                                    | 2004 |  | 117.28  |  | 2.50%           | 
|                                                                                    | 2005 |  | 121.53  |  | 3.62%           | 
|                                                                                    |     
|*
Index as of November 30 of each year, under the prior month rule described above. |     

The price-level adjusted consolidated financial statements do not purport to represent appraised values, replacement cost, or any other current value of assets at which transactions would take place currently and are only
intended to restate all non-monetary financial statement components in terms of local currency of a single purchasing power and to include in the net result for each year the gain or loss in purchasing power arising from the holding of monetary
assets and liabilities exposed to the effects of inflation.

Certain of the Banks interest-earning assets and interest-bearing liabilities are expressed in index-linked units of account. The principal index-linked unit used in Chile is the Unidad de Fomento (UF), a unit of
account which changes daily from the tenth day of the current month to the ninth day of the next month, to reflect the changes in the Chilean CPI over the previous month. The carrying amounts of such assets and liabilities change with the changes in
the UF and serve to offset the price-level restatement gains or losses from holding such assets and liabilities. As the Banks UF assets exceed its UF liabilities, any increase in the index results in a net gain on indexation. Values for the UF
as of December 31 of each year are as follows in historical Chilean pesos:

|Year |  | Ch$      
|---- |  | ---------
|     |  |          
|2003 |  | 16,920.00
|2004 |  | 17,317.05
|2005 |  | 19,974.81
|     |  |          

Interest revenue and expense are recognized on an accrual basis using the effective interest method.  The carrying amounts of loans, investments and liabilities are stated at their cost, adjusted for accrued interest and
the indexation adjustment applicable to such balances that are index-linked.  The effect of charges in the index-linked on interest-earning assets end interest earning liabilities is reflected in the income statement as an increase or decrease in
interest revenue or expense.

The Bank suspends the accrual of interest and indexation adjustments of principal on loan installment payments due beginning on the first day that such loan installment payments are overdue.  The Bank continues to accrue
interest and indexation on the principal payments not yet overdue for those loans that have installments overdue unless the Bank believes those amounts are uncollectible. Interest accrued prior to the loan becoming overdue remains on the Banks
books and is considered to be a part of the loan balance

F - 12


---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

when determining the allowance for loan losses. Payments received on overdue loans are first applied to reduce the recorded balance of accrued interest receivable, if any, and thereafter are recognized as income to the extend of interest earned but not recorded. Accrued interest and indexation adjustments are included in the
Banks recorded investment in the loan for the purpose of determining the require allowance for loan losses.

The Bank enters into forward foreign exchange contracts and spot exchange contracts for its own accounts and the accounts of its customers. The Banks forward contracts are valued monthly using the observed rates
reported by the Central Bank of Chile at the balance sheet date. The initial premium or discount on these contracts is deferred and included in determining net income over the life of the contract. The Banks interest rate and cross-currency
swap agreements are treated as off-balance-sheet financial instruments and the net interest effect, which corresponds to the difference between interest income and interest expense arising from such agreements, is recorded in net income in the
period that such differences originate.

In addition, the Bank makes loans and accepts deposits in amounts denominated in foreign currencies, principally the US dollar. Such assets and liabilities are translated at the observed rate reported by the Central Bank of
Chile at the balance sheet date.

The amount of net gains and losses on foreign exchange includes the recognition of the effects that variations in the exchange rates have on assets and liabilities denominated in foreign currencies and the gains or losses
on foreign exchange spot and forward transactions undertaken by the Bank.

Financial investments that have a secondary market are carried at market value.  The Banks financial investments are classified as trading or permanent in accordance with the regulations of the Superintendency of
Banks with unrealized gains and losses on trading investments included in Other operating income (expenses), and unrealized gains and losses on permanent investments included in a separate component of Shareholders equity. Investment
securities maintained by the Banks subsidiaries are carried at the lower of price-level restated cost a market value.

The Bank enters into security repurchase agreements as a form of borrowing.  In this regard, the Banks investments that are sold subject to a repurchase obligation and that serve as collateral for the borrowing are
reclassified as investment collateral under agreements to repurchase and carried at market value. The liability for the repurchase of the investment is classified as investments under agreements to repurchase and is carried
at cost plus accrued interest.

The Bank also enters into resale agreements as a form of investment. Under these agreements the Bank purchases securities, which are included as assets under the caption investments under agreements to resell
and are carried at cost plus accrued interest.

All other financial investments are carried at acquisition cost plus accrued interest and UF-indexation adjustments, as applicable.

F - 13

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Bank leases certain property that meets the criteria for direct financing leases. At the time of entering into a direct financing lease transaction, the Bank records the gross finance receivable, unearned income and
estimated residual value of leased equipment. There are no significant residual values assumed by the Bank. Unearned income represents the excess of the gross finance receivable plus the estimated residual value over the cost of the property
acquired. Unearned income is recognized in such a manner as to produce a constant periodic rate of return on the net investment in the direct financing lease. The net investment in financing leases is included in the account Lease
Contracts in the loan section of the consolidated balance sheet.

Factoring receivable loans are value at the amount disbursed to the borrower. The price difference between the amounts disbursed and the actual value of the receivables is earned and recorded as interest income over the
financing period. The borrowers are responsible for the payments of the loans if the receivables are not collected.

Premises and equipment are stated at acquisition cost net of accumulated depreciation and have been restated for price-level changes. Depreciation is calculated on a straight-line method over the estimated useful lives of
the underlying assets.

The costs of maintenance and repairs are charged to expense.  The costs of significant refurbishment and improvements are capitalized and are then amortized over the period of the benefit on a straight-line basis.

k) Investments in other companies

Shares or rights in companies that are integral to the operations of the Bank, where the Bank holds a less than majority interest, are accounted for under the equity method. Other minority investments are carried at cost
restated for price-level changes.

l) Allowance for loan losses

The Bank has set up allowances for probable loan losses in accordance with the instructions issued by the Superintendency of Banks and the models for rating and evaluating credit risk approved by the Banks Board of
Directors. The instructions issued by the Superintendency of Banks were changed with an effective date of January 1, 2004 (See Note 2).

The following describes the calculation of the allowance for loan losses subsequent to December 31, 2003.

Allowances for individual evaluations on commercial loans

The Bank assigns a risk category level to each borrower and its respective loans.

The Bank considers the following risk factors within the analysis: industry or sector of the borrower, owners or managers of the borrower, their financial situation, their payment capacity and payment behavior.

F - 14

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Bank assigns one of the following risk categories to each loan and borrower upon finishing the analysis:

|i.   |  | Classifications A1, A2 and A3, correspond to borrowers with no apparent credit risk.                               
|---- |  | -------------------------------------------------------------------------------------------------------------------
|    
|ii.  |  | Classifications B, correspond to borrowers with some credit risk but no apparent deterioration of payment capacity.
|    
|iii. |  | Classifications C1, C2, C3, C4, D1 and D2 correspond to borrowers whose loans have deteriorated.                   

For loans classified as A1, A2, A3 and B, the board of directors of the Bank is authorized to determine the levels of required reserves. For loans classified in Categories C1, C2, C3, C4, D1 and D2, the bank must have the
following levels of reserves:

|Classification |  | Estimated range of loss |  | Reserve | 
|-------------- |  | ----------------------- |  | ------- | 
|               |  |                         |  |         | 
|C1             |  | Up to 3%                |  | 2%      | 
|C2             |  | More than 3% up to 19%  |  | 10      | 
|C3             |  | More than 19% up to 29% |  | 25      | 
|C4             |  | More than 29% up to 49% |  | 40      | 
|D1             |  | More than 49% up to 79% |  | 65      | 
|D2             |  | More than 79%           |  | 90      | 

| |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Suitable for the evaluation of a large number of borrowers whose individual loan amounts are relatively small. These models are intended to be used primarily to analyze loans to individuals and small companies.
|
| | Levels of required reserves are to be determined by the Bank, according to the estimated loss that may result from the loans, by classifying the loan portfolio using one or both of the following models:        
|
| | i.                                                                                                                                                                                                                
|
| | ii.                                                                                                                                                                                                               
|

Under the new regulations, banks are permitted to establish reserves above the limits described above only to cover specific risks that have been authorized by their board of directors. The concept of voluntary reserves has
been eliminated by the new regulation.

F - 15

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For purposes of the financial information presented in this report, as of and for the year ended December 31, 2003, the Bank applied regulations of the Chilean Superintendency of Banks applicable at the time. These
regulations required the Bank to estimate the allowance for loan losses based on a global and individual allowance methodology prescribing application of risk indices to calculate the global allowance and requiring 100% provisioning of
uncollateralized loans over 90 days overdue.

Until December 31, 2003, the allowance for loan losses was determined as follows:

A global allowance was calculated by multiplying the Banks outstanding loans by the greater of its risk index and 0.75% .  The Banks risk index was based upon a classification of a portion of its
customers outstanding loans into five categories based upon risk of loss for commercial loans and overdue status for consumer and residential mortgage loans. The classifications for risk index purposes must include the largest commercial loans
that represent at least 75% of the commercial loan portfolio and 100% of consumer and residential mortgage loans.  Once the customers outstanding loans have been classified, certain required percentage allowances applicable to the relevant
categories are applied.  The resulting weighted-average allowance rate is the risk index utilized in the calculation of the global loan loss allowance.

Once a loan was overdue for 90 days or more, a specific allowance was calculated for 100% of the uncollateralized portion of the loan. Individual loan loss allowances were required only to the extent that, in the aggregate,
they exceed the global loan loss allowance.

The Bank has made a provision for a voluntary allowance in addition to those required by the rules of the Superintendency of Banks. Such voluntary allowances address additional risk inherent in the portfolio.

In accordance with the regulations of the Superintendency of Banks the Bank charges off loans or portions thereof when collection efforts have been exhausted.  Under the rules and regulations established by the Superintency
of Banks, charge-offs must be made within the following maximum prescribed limits:

- 24 months after a loan is past due (3 months for consumer loans) for loans without collateral;
- 36 months after a loan is past due for loans with collateral.

The Bank will also charge-off commercial loans prior to the meeting of this criteria when the Bank no longer considers such loans or portions thereof to be collectible.

Recoveries on charged-off loans as well as recoveries on loans which were reacquired from the Chilean Central Bank (the Central Bank), are recorded directly to income.

F - 16

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Fees and expenses related to loans, as well as fees for services rendered, are deferred and recognized to income over the term of the loans to which they relate, and to the period that the services are
performed.

Income taxes are recognized in an amount that approximates the amount due on the respective income tax return pursuant to Chilean tax legislation.

Deferred taxes are recorded in accordance with Technical Bulletin No. 60 and the complementary technical bulletins thereto issued by the Chilean Association of Accountants.

The Bank has recorded a liability for long-term severance indemnities in accordance with employment contracts it has with certain employees.  The liability, which is payable to specified voluntarily retiring employees with
more than 20 years of service is recorded at the present value of the accrued benefits, is calculated by applying a real discount rate to the benefit accrued as of year-end over the estimated average remaining service period. For the year ended
December 31, 2003, the obligation was discounted using a real interest rate of 7.2% . As of December 31, 2004 and 2005, the Bank does not have liabilities for severance indemnities.

Assets received in lieu of payment are carried at the lower of price-level restated cost and the market value of such assets, considered as a whole. Assets that have not been sold within one year are written-off on a
straight-line basis over 12 months for assets received until December 31, 2003 and over 6 months for assets received after that date until December 31, 2005, as instructed by the Superintendency of Banks.

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks. For the years ended December 31, 2003, 2004 and 2005, the consolidated statements of cash flows have been prepared in
accordance with Technical Bulletin No. 65 of the Chilean Association of Accountants.

The Bank maintains its accounting records and prepares its consolidated financial statements in Chilean pesos. The US dollar amounts disclosed in the accompanying financial statements are presented solely for the
convenience of the reader at the December 31, 2005 observed exchange rate of Ch$514.21 per US$1.00. This translation should not be construed as representing that the Chilean peso amounts actually represent or have been, or could be, converted into
U.S. dollars at such a rate or at any other rate.

Certain balances from prior years have been reclassified to conform to the current year presentation.

F - 17

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Starting on January 1, 2004, the Superintendency of Banks new guidelines and rules regarding Provisioning for Credit Risk became effective. This new classification system is based on internally developed models for rating
and evaluating credit risk, which was presented and approved by the Banks Board of Directors on October 21, 2003, as recorded in the minutes of Board Meeting No. 348.

Under the new methodology, the level of required loan loss reserves was not significantly modified and as a result had no significant effect on 2004 results.

In accordance with the rules of the Superintendency of Banks, the Bank must maintain certain non interest-bearing balances in its account with the Central Bank. The required balances are based upon specified financial
criteria, including the level of the Banks assets, the amount of its foreign borrowings and its average liabilities. Restricted amounts totaled MCh$ 243,306 and MCh$ 233,461 as of December 31, 2004 and 2005, respectively.

NOTE 4.INVESTMENTS

A summary of financial investments is as follows:

|                                                         |  | As of December 31, | 
|-------------------------------------------------------- |  | ------------------ | 
|                                                         |  |                    | 
|                                                         |  | 2004               | 
|                                                         |  |                    | 
|                                                         |  | MCh$               | 
|Central Bank and government securities                   |  |                    | 
|Marketable debt securities (1)                           |  | 972,661            | 
|Investment under agreements to repurchase (2)            |  | 542,336            | 
|Investment purchased under agreements to resell          |  | 24,516             | 
|                                                         |  |                    | 
|Subtotal                                                 |  | 1,539,513          | 
|Corporate securities                                     |  |                    | 
|Marketable securities (1)                                |  | 431,061            | 
|Investment collateral under agreements to repurchase (2) |  | 51,030             | 
|                                                         |  |                    | 
|Subtotal                                                 |  | 482,091            | 
|Time deposits in Chilean institutions                    |  | 39,900             | 
|                                                         |  |                    | 
|Total                                                    |  | 2,061,504          | 
|                                                         |  |                    | 

|   
|---
|(1)
|   
|(2)

F - 18

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Financial investments are classified at the time of the purchase, based on managements intentions, as either trading or permanent. The related amounts are as follows:

|          |  | As of December
          31, | 
|--------- |  | ---------------------------- | 
|          |  |                              | 
|          |  | 2004                         | 
|          |  |                              | 
|          |  | MCh$                         | 
|          |  |                              | 
|Permanent |  | 586,432                      | 
|Trading   |  | 1,475,072                    | 
|          |  |                              | 
|Total     |  | 2,061,504                    | 
|          |  |                              | 

NOTE 5.LOANS

The loans on the accompanying consolidated balance sheets are comprised of the subcategories as described below.

Commercial loansare long-term and short-term loans made to companies and businesses. These loans are granted in Chilean pesos on an adjustable or fixed rate basis to finance working
capital or investments.

Consumer loansare loans to individuals granted in Chilean pesos, generally on a fixed rate basis, to finance the purchase of consumer goods or to pay for services. Credit card
balances subject to interest charges are also included in this category.

Mortgage loansare inflation-indexed, fixed rate, long-term loans with monthly payments of principal and interest collateralized by a real property mortgage. These loans are
specifically funded through the issuance of mortgage finance bonds, which are bonds generally issued to third party investors in order that the Bank finance its loans to property owners. At the time of issuance, the amount of a mortgage loan cannot
exceed 75% of the value of the property.

Foreign trade loansare fixed rate, short-term loans granted in foreign currencies (principally U.S. dollars) to finance imports and exports.

Interbank loansare fixed rate, short-term loans to financial institutions that operate in Chile.

Lease contractsare agreements to finance the acquisition of capital equipment and other property.

Other outstanding loansprincipally include current account overdrafts, bills of exchange and mortgage loans that are financed by the Banks general borrowings.

Past due loansinclude, with respect to any loan, the amount of principal or interest that is 90 days or more overdue, and do not include the installments of such loan that are not
overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan.

Contingent loansmainly consist of open and unused letters of credit together with guarantees granted by the Bank in Ch$, UF and foreign currencies (principally U.S. dollars).

F - 19

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the most significant loan concentrations, expressed as a percentage of total loans, excluding contingent loans and before the reserve for loan losses.

|                                              |  | As of December 31,
|--------------------------------------------- |  | ------------------
|                                              |  |                   
|                                              |  | 2004              
|                                              |  |                   
|Community, social and personal services       |  | 18.8              
|Residential mortgage loans                    |  | 23.3              
|Consumer credit                               |  | 14.1              
|Financial services                            |  | 10.4              
|Commerce                                      |  | 9.0               
|Manufacturing                                 |  | 6.8               
|Construction                                  |  | 7.3               
|Agriculture, livestock, agribusiness, fishing |  | 4.6               
|Electricity, gas and water                    |  | 1.1               
|Transport, storage and communications         |  | 3.2               
|Mining and petroleum                          |  | 1.4               
|                                              |  |                   
|Total                                         |  | 100.0             
|                                              |  |                   

A substantial amount of the Banks loans are to borrowers doing business in Chile.

The amounts shown as leasing contracts are amounts receivable under lease agreements and have the following maturities as of December 31, 2004 and 2005. Unearned income presented in the table corresponds to the interest to
be earned in each period.

|                                     |  | As of December 31,
                       2004 |  | As of December 31, 2005 |  
|------------------------------------ |  | ---------------------------------------------- |  | ----------------------- | -
|                                     |  |                                                |  |                        
|                                     |  | Total
receivable                               |  | Unearned
income         |  
|                                     |  |                                                |  |                         |  
|                                     |  | MCh$                                           |  | MCh$                    |  
|Years                                |  |                                                |  |                         |  
|Due within one year                  |  | 32,832                                         |  | (2,389                  | )
|Due after 1 year but within 2 years  |  | 61,610                                         |  | (4,032                  | )
|Due after 2 years but within 3 years |  | 71,197                                         |  | (5,783                  | )
|Due after 3 years but within 4 years |  | 79,480                                         |  | (7,171                  | )
|Due after 4 years but within 5 years |  | 53,678                                         |  | (6,353                  | )
|Due after 5 years                    |  | 332,116                                        |  | (84,784                 | )
|                                     |  |                                                |  |                         |  
|Total                                |  | 630,913                                        |  | (110,512                | )
|                                     |  |                                                |  |                         |  

Leased assets consist principally of real estate, industrial machinery, vehicles and computer equipment.

F - 20

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 7.ALLOWANCE FOR LOAN LOSSES

The changes in the allowance for loan losses are as follows:

|                            |  | Year ended December
          31, |  
|--------------------------- |  | --------------------------------- | -
|                            |  |                                   |  
|                            |  | 2003                              |  
|                            |  |                                   |  
|                            |  | MCh$                              |  
|                            |  |                                   |  
|Balance as of January 1,    |  | 179,727                           |  
|Price-level restatement (1) |  | (1,695                            | )
|Charge offs                 |  | (106,434                          | )
|Allowances established      |  | 132,966                           |  
|Allowances released         |  | (25,925                           | )
|                            |  |                                   |  
|Balance as December 31,     |  | 178,639                           |  
|                            |  |                                   |  

|(1) | Reflects the effect of inflation on the allowance for loan losses at the beginning of each period, adjusted to constant pesos of December 31, 2005.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

The allowance for loan losses included in the results of operations for the periods indicated is as follows:

|                                        |  | Year ended December
          31, |  
|--------------------------------------- |  | --------------------------------- | -
|                                        |  |                                   |  
|                                        |  | 2003                              |  
|                                        |  |                                   |  
|                                        |  | MCh$                              |  
|                                        |  |                                   |  
|Provision established                   |  | 132,966                           |  
|Provision established (released)        |  |                                   |  
|for assets received in lieu of payment  |  | (106                              | )
|Direct charge-offs                      |  | 677                               |  
|Provision released                      |  | (25,925                           | )
|Recovery of loans previously charge off |  | (36,020                           | )
|                                        |  |                                   |  
|Net charge to income                    |  | 71,592                            |  
|                                        |  |                                   |  

Recovery of loans previously charged-off includes
          the following items:

|                                                  |  | Year ended December
          31, | 
|------------------------------------------------- |  | --------------------------------- | 
|                                                  |  |                                   | 
|                                                  |  | 2003                              | 
|                                                  |  |                                   | 
|                                                  |  | MCh$                              | 
|                                                  |  |                                   | 
|Loans previously charged-off                      |  | 36,004                            | 
|Recoveries of loans purchased by the Central Bank |  | 16                                | 
|                                                  |  |                                   | 
|Total                                             |  | 36,020                            | 
|                                                  |  |                                   | 



F - 21

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 8.BANK PREMISES AND EQUIPMENT, NET

The major categories of Bank premises and equipment, net of accumulated depreciation, are as follows:

|                                       |  | As of December
          31, | 
|-------------------------------------- |  | ---------------------------- | 
|                                       |  |                              | 
|                                       |  | 2004                         | 
|                                       |  |                              | 
|                                       |  | MCh$                         | 
|Land and buildings                     |  | 192,234                      | 
|Furniture and fixtures                 |  | 6,978                        | 
|Machinery and equipment                |  | 13,549                       | 
|Vehicles                               |  | 699                          | 
|Others                                 |  | 8,151                        | 
|                                       |  |                              | 
|Total bank premises and equipment, net |  | 221,611                      | 
|                                       |  |                              | 

NOTE 9.INVESTMENTS IN OTHER COMPANIES

Investments in other companies consist of the following:

|                                                   |  | As of December
          31, | 
|-------------------------------------------------- |  | ---------------------------- | 
|                                                   |  |                              | 
|                                                   |  | Ownership interest           | 
|                                                   |  |                              | 
|                                                   |  | 2004                         | 
|                                                   |  | %                            | 
|Cobranzas y Recaudaciones Ltda.                    |  | -                            | 
|Santiago Factoring. Ltda.                          |  | -                            | 
|Redbank S.A.                                       |  | 33.42                        | 
|Centro de Compensación Automática                  |  | 33.33                        | 
|Transbank S.A.                                     |  | 32.71                        | 
|Sociedad Interbancaria de Depósito de Valores S.A. |  | 29.28                        | 
|Tarjetas Inteligentes S.A.                         |  | 26.67                        | 
|Nexus S.A.                                         |  | 12.90                        | 
|Camara de Compensacion Alto Valor S.A.             |  | 18.16                        | 
|Adm Financ. Transantiago                           |  | -                            | 
|Bolsa de Comercio de Santiago (Stock Exchange)     |  | 4.17                         | 
|Bolsa Electrónica de Chile.                        |  | 2.50                         | 
|Bolsa de Comercio de Valparaíso                    |  | 2.22                         | 
|Cámara de Compensación                             |  | 0.15                         | 
|                                                   |  |                              | 
|Total investments in other companies accounted     |  |                              | 
|for under the equity method                        |  |                              | 
|Other investments carried at cost                  |  |                              | 
|                                                   |  |                              | 
|Total investments in other companies               |  |                              | 
|                                                   |  |                              | 

F - 22

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 10.OTHER ASSETS AND OTHER LIABILITIES

a) Other assets

|                                                                                |  | As of December 31, | 
|------------------------------------------------------------------------------- |  | ------------------ | 
|                                                                                |  |                    | 
|                                                                                |  | 2004               | 
|                                                                                |  | MCh$               | 
|                                                                                |  |                    | 
|Amounts receivable
                    under spot foreign exchange transactions |  | 199,639            | 
|Amounts receivable
                    from forward contracts                   |  | -                  | 
|Credit card charges
                    in process                              |  | 23,843             | 
|Deferred income
                    taxes (Note 20)                             |  | 49,808             | 
|Prepaid and deferred
                    expenses                               |  | 62,246             | 
|Transactions in
                    process                                     |  | 9,014              | 
|Recoverable taxes                                                               |  | 6,938              | 
|Stamp taxes recoverable                                                         |  | 614                | 
|Receivable on sales
                    of assets received in lieu of payment   |  | 4,019              | 
|Real time gross
                    settlement (RTGS) receivable                |  | 40,929             | 
|Guarantees issued                                                               |  | 20,198             | 
|Others                                                                          |  | 16,130             | 
|                                                                                |  |                    | 
|                                                                                |  | 433,378            | 
|                                                                                |  |                    | 

b) Other liabilities

|                                                         |  | As of December
                         31, | 
|-------------------------------------------------------- |  | ------------------------------------------- | 
|                                                         |  |                                             | 
|                                                         |  | 2004                                        | 
|                                                         |  | MCh$                                        | 
|                                                         |  |                                             | 
|Amounts payable under spot foreign exchange transactions |  | 99,699                                      | 
|Amounts payable from forward contracts, net              |  | 53,871                                      | 
|Deferred income taxes (Note 20)                          |  | 3,629                                       | 
|Transactions in process                                  |  | 6,341                                       | 
|Provision for staff benefits                             |  | 9,674                                       | 
|Income taxes                                             |  | 26,517                                      | 
|Value added tax payable                                  |  | 3,174                                       | 
|Deferred fees                                            |  | 4,965                                       | 
|Real time gross settlement (RTGS) payable                |  | 35,129                                      | 
|Provisions for lawsuits and others                       |  | 16,018                                      | 
|Others                                                   |  | 3,218                                       | 
|                                                         |  |                                             | 
|                                                         |  | 262,235                                     | 
|                                                         |  |                                             | 

F - 23

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Contingent liabilities consist of open and unused letters of credit, together with guarantees by the Bank in Chilean pesos, UF's and foreign currencies (principally US dollars).  The liability represents the Banks
obligations under such agreements. The Banks rights under these agreements are recognized as assets under the caption Contingent loans (Note 5). Since many of these commitments to extend credit may expire without being drawn upon,
the total contingent liabilities do not necessary represent future cash obligations.

NOTE 11.OTHER INTEREST BEARING LIABILITIES

The Banks long-term and short-term borrowings are summarized below. Borrowings are generally classified as short-term when they have original maturities of less than one year or are due on demand. All other borrowings
are classified as long-term, including the amounts due within one year on such borrowings.

|                                                |  | December 31, 2004 | 
|----------------------------------------------- |  | ----------------- | 
|                                                |  |                  
|                                                |  | Long-term         | 
|                                                |  |                   | 
|                                                |  | MCh$              | 
|Central bank borrowings (a)                     |  | -                 | 
|Credit loans for renegotiations of loans (a)    |  | 9,662             | 
|Investment under agreements to repurchase       |  | -                 | 
|Mortgage finance bonds                          |  | 798,612           | 
|Bonds (c)                                       |  | 370,565           | 
|Subordinated bonds (d)                          |  | 432,695           | 
|Borrowings from domestic financial institutions |  | -                 | 
|Foreign borrowings                              |  | 244,068           | 
|Other obligations                               |  | 14,773            | 
|                                                |  |                   | 
|Total borrowings                                |  | 1,870,375         | 
|                                                |  |                   | 

|                                                |  | December 31, 2005 | 
|----------------------------------------------- |  | ----------------- | 
|                                                |  |                  
|                                                |  | Long-term         | 
|                                                |  |                   | 
|                                                |  | MCh$              | 
|Central bank borrowings (a)                     |  | -                 | 
|Credit loans for renegotiations of loans (a)    |  | 6,655             | 
|Investment under agreements to repurchase       |  | -                 | 
|Mortgage finance bonds (b)                      |  | 551,772           | 
|Bonds (c)                                       |  | 413,525           | 
|Subordinated bonds (d)                          |  | 385,751           | 
|Borrowings from domestic financial institutions |  | -                 | 
|Foreign borrowings (e)                          |  | 64,243            | 
|Other obligations (f)                           |  | 11,751            | 
|                                                |  |                   | 
|Total borrowings                                |  | 1,433,697         | 
|                                                |  |                   | 

F - 24

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Central Bank borrowings include credit lines for the renegotiations of loans and other Central Bank borrowings. These credit lines were provided by the Central Bank for the renegotiations of loans due to the need to
refinance debts as a result of the economic recession and crisis of the banking system in the early 1980's. The credit lines for the renegotiations, which are considered long-term, are related with mortgage loans linked to the UF index and bear an
annual interest rate of 5.2% and 3.6% at December 31, 2004 and 2005. The maturities of the outstanding amounts due to the Central Bank are as follows:

|                                                |  | As of December
          31, | 
|----------------------------------------------- |  | ---------------------------- | 
|                                                |  |                              | 
|                                                |  | 2004                         | 
|                                                |  |                              | 
|                                                |  | MCh$                         | 
|Total credits lines for renegotiations of loans |  | 9,662                        | 
|                                                |  |                              | 

The maturities of MCh$6,655 due under these long-term credit lines, are due within one year.

These bonds are used to finance mortgage loans.  The outstanding principal amounts of the bonds are amortized on a quarterly basis. The range of maturities of these bonds is between five and twenty years. The bonds are
linked to the UF index and bear a weighted-average annual interest rate of 5.5% .

|                                     |  | As of December 31, |  | 
|------------------------------------ |  | ------------------ |  | 
|                                     |  |                    |  | 
|                                     |  | 2005               |  | 
|                                     |  |                    |  | 
|                                     |  | MCh$               |  | 
|Due within 1 Year                    |  | 117,189            |  | 
|Due after 1 year but within 2 years  |  | 66,969             |  | 
|Due after 2 years but within 3 years |  | 62,854             |  | 
|Due after 3 years but within 4 years |  | 59,276             |  | 
|Due after 4 years but within 5 years |  | 56,949             |  | 
|Due after 5 years                    |  | 305,724            |  | 
|                                     |  |                    |  | 
|Total mortgage finance bonds         |  | 668,961            |  | 
|                                     |  |                    |  | 

(c)Bonds

|                                     |  | As of December
                    31, | 
|------------------------------------ |  | -------------------------------------- | 
|                                     |  |                                        | 
|                                     |  | 2004                                   | 
|                                     |  |                                        | 
|                                     |  | MCh$                                   | 
|Santiago bonds, Series A,B,C,D and F |  | 45,456                                 | 
|Santander Bonds linked to the UF     |  | 93,957                                 | 
|Santander Bonds denominated in US$   |  | 231,152                                | 
|                                     |  |                                        | 
|                                     |  | 370,565                                | 
|                                     |  |                                        | 

F - 25

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Santiago bonds include series A, B, C and F issued by the former Santiago S.A. and series B and D issued by the former Banco OHiggins, prior to its merger with the Bank in 1997. These bonds are intended to finance
loans that have a maturity of greater than one year, are linked to the UF index and bear a weighted-average annual interest rate of 7.0% with interest and principal payments due semi-annually.

On December 17, 2004 Santiago Leasing S.A., ceded through public deed a total of UF 3,041,102 (MCh$52,663 at December 31, 2004) in bonds to Banco Santander Chile, this bonds are linked to the UF index and bear an annual
interest rate of 5.6% .  As of December 31, 2004, the balance is included in Santander bonds linked to the UF.

Santander bonds were issued by the former Banco Santander-Chile.  These bonds are intended to finance loans that have a maturity of greater than one year, are linked to the UF index and bear a weighted average annual
interest rate of 6.5% .

On December 9, 2004, the Bank issued senior bonds, denominated in U.S. dollars, for a total of US$400 million. These bonds carry a nominal interest rate of LIBOR plus 0.35% per annum (5.67% and 4.81% at December 31, 2004
and 2005), quarterly interest payments and one repayment of principal after a term of 5 years.

The maturities of these bonds are as follows:

|                                     |  | As of December 31, | 
|------------------------------------ |  | ------------------ | 
|                                     |  |                    | 
|                                     |  | 2005               | 
|                                     |  |                    | 
|                                     |  | MCh$               | 
|Due within 1 Year                    |  | 1,718              | 
|Due after 1 year but within 2 years  |  | 12,172             | 
|Due after 2 years but within 3 years |  | -                  | 
|Due after 3 years but within 4 years |  | 205,280            | 
|Due after 4 years but within 5 years |  | 105,443            | 
|Due after 5 years                    |  | 90,630             | 
|                                     |  |                    | 
|Total bonds                          |  | 415,243            | 
|                                     |  |                    | 

d) Subordinated bonds

|                                           |  | As of December
                    31, | 
|------------------------------------------ |  | -------------------------------------- | 
|                                           |  |                                        | 
|                                           |  | 2004                                   | 
|                                           |  |                                        | 
|                                           |  | MCh$                                   | 
|Santiago bonds denominated in US$ (1)      |  | 46,310                                 | 
|Santander bonds denominated in US$ (2) (6) |  | 297,291                                | 
|Old Santander bonds denominated in US$ (3) |  | 117,181                                | 
|Santiago Bonds linked to the UF (4)        |  | 58,084                                 | 
|Santander Bonds linked to the UF (5)       |  | 31,010                                 | 
|                                           |  |                                        | 
|Total subordinated bonds                   |  | 549,876                                | 
|                                           |  |                                        | 

|(1) | On July 17, 1997, the former Banco Santiago issued subordinated bonds, denominated in U.S. dollars, for a total of US$300 million. The bonds carry a nominal interest rate of 7.0% per annum, semi-annual interest payments and
one repayment of principal after a term of 10 years.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 26

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

|(2) | On January 16, 2003, the Bank completed the voluntary exchange of its new subordinated bonds, which will mature in 2012. A total of US$ 221,961,000 in principal of the Santiago bonds was offered and redeemed by the Bank.
The bonds carry a nominal interest rate of 7.375% per annum, semi-annual interest payments and one repayment of principal after a term of 10 years.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) | On October 30, 1998, the former Banco Santander-Chile issued subordinated bonds, denominated in U.S. dollars, for a total of US$200 million. The bonds carry a nominal interest rate of 6.5% per annum, semi-annual interest
payments and one repayment of principal after a term of 7 years. This bond was due and paid in November 2005.                                      
|   
|(4) | The Series C and E Bonds outstanding as of December 31, 2004 and 2005 are intended for the financing of loans with a maturity of greater than one year. They are linked to the UF index and carry an annual interest rate of
7.5% and 6.0% respectively, with interest and principal payments due semi-annually.                                                                
|   
|(5) | The Series C, D and E Bonds outstanding as of December 31, 2004 and 2005 are intended for the financing of loans with a maturity of greater than one year. They are linked to the UF index and carry an annual interest rate of
7.0% with interest and principal payments due semi-annually.                                                                                    
|   
|(6) | On December 9, 2004, the Bank issued subordinated bonds, denominated in U.S. dollars, for a total of US$ 300 million. These bonds carry a nominal interest rate of 5.375% per annum, semi-annual interest payments and one
repayment of principal after a term of 10 years.                                                                                                     

The maturities of these bonds, which are considered long-term, are as follows:

|                                     |  | As of December 31, | 
|------------------------------------ |  | ------------------ | 
|                                     |  |                    | 
|                                     |  | 2005               | 
|                                     |  |                    | 
|                                     |  | MCh$               | 
|Due within 1 Year                    |  | -                  | 
|Due after 1 year but within 2 years  |  | 43,131             | 
|Due after 2 years but within 3 years |  | -                  | 
|Due after 3 years but within 4 years |  | -                  | 
|Due after 4 years but within 5 years |  | -                  | 
|Due after 5 years                    |  | 342,620            | 
|                                     |  |                    | 
|Total subordinated bonds             |  | 385,751            | 
|                                     |  |                    | 

e)Foreign borrowings

These are short-term and long-term borrowings from
foreign banks. The maturities of these borrowings are as follows:

|                                     |  | As of December 31, | 
|------------------------------------ |  | ------------------ | 
|                                     |  |                    | 
|                                     |  | 2005               | 
|                                     |  |                    | 
|                                     |  | MCh$               | 
|Due within 1 Year                    |  | 1,034,003          | 
|Due after 1 year but within 2 years  |  | 54,820             | 
|Due after 2 years but within 3 years |  | 6,080              | 
|Due after 3 years but within 4 years |  | -                  | 
|Due after 4 years but within 5 years |  | -                  | 
|Due after 5 years                    |  | 3,343              | 
|                                     |  |                    | 
|Total foreign borrowings             |  | 1,098,246          | 
|                                     |  |                    | 

The foreign borrowings are denominated principally in U.S. dollars, and are principally used to fund the Banks foreign trade loans and bear an annual average interest rate of 1.6% and 3.7% at December 31, 2004 and
2005.

F - 27

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

f) Other obligations

Other obligations are summarized as follows:

|                                     |  | As of December 31, | 
|------------------------------------ |  | ------------------ | 
|                                     |  |                    | 
|                                     |  | 2005               | 
|                                     |  |                    | 
|                                     |  | MCh$               | 
|Due within 1 Year                    |  | 2,045              | 
|Due after 1 year but within 2 years  |  | 4,518              | 
|Due after 2 years but within 3 years |  | 1,887              | 
|Due after 3 years but within 4 years |  | 1,629              | 
|Due after 4 years but within 5 years |  | 1,263              | 
|Due after 5 years                    |  | 2,454              | 
|                                     |  |                    | 
|Total long term obligations          |  | 13,796             | 
|                                     |  |                    | 
|Short-term obligations:              |  |                    | 
|Amounts due to credit card operators |  | 21,564             | 
|Acceptance of letters of credit      |  | 6,732              | 
|                                     |  |                    | 
|Total
short  term obligations       |  | 28,296             | 
|                                     |  |                    | 
|Total other obligations              |  | 42,092             | 
|                                     |  |                    | 

NOTE 12.DISCLOSURES REGARDING DERIVATIVE FINANCIAL INSTRUMENTS

The Bank enters into transactions involving derivative instruments, particularly foreign exchange contracts, as part of its asset and liability management, and in acting as a dealer in order to satisfy its clients
needs. The notional amounts of these contracts are carried off-balance sheet.

Foreign exchange forward contracts involve an agreement to exchange the currency of one country for the currency of another country at an agreed-upon price and settlement date. These contracts are generally standardized
contracts, normally for periods between 1 and 180 days and are not traded in a secondary market; however, in the normal course of business and with the agreement of the original counterparty, they may be terminated or assigned to another
counterparty.

When the Bank enters into a forward exchange contract, it analyses and approves the credit risk (the risk that the counterparty might default on its obligations). Subsequently, on an ongoing basis, it monitors the possible
losses involved in each contract. To manage the level of credit risk, the Bank deals with counterparties of good credit standing, enters into master netting agreements whenever possible and when appropriate, obtains collateral.

The Chilean Central Bank requires that foreign exchange forward contracts be made only in US dollars and other major foreign currencies. In the case of the Bank, most forward contracts are made in US dollars against the
Chilean peso or the UF. Occasionally, forward contracts are also made in other currencies, but only when the Bank acts as an intermediary.

F - 28

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Unrealized gains, losses, premiums and discounts arising from foreign exchange forward contracts are shown on a net basis under the captions Other assets and Other liabilities (see Note 10).

During 2004 and 2005, the Bank entered into interest rate and cross currency swap agreements to manage exposure to fluctuation in currencies and interest rates. The differential between the interest paid or received on a
specified notional amount is recognized under the caption Amounts payable from forward contracts, net. The fair value of the swap agreement and changes in the fair value as a result of changes in market interest rates are not recognized
in the consolidated financial statements.

The Banks foreign currency futures and forward operations and other derivative products outstanding at December 31, 2004 and 2005 are summarized below:

|                                         |  | Number of Contracts |  | Notional amounts | 
|---------------------------------------- |  | ------------------- |  | ---------------- | 
|                                         |  |                     |  |                  | 
|                                         |  |                     |  |                  | 
|                                         |  |                     |  |                  | 
|                                         |  | 2004                |  | 2005             | 
|                                         |  |                     |  |                  | 
|                                         |  |                     |  |                  | 
|Chilean market:                          |  |                     |  |                  | 
|Future purchase of foreign currency      |  |                     |  |                  | 
|with Chilean pesos                       |  | 865                 |  | 956              | 
|Future sale of foreign currency with     |  |                     |  |                  | 
|Chilean pesos                            |  | 1,371               |  | 2,146            | 
|Futures or other interest rate contracts |  | 199                 |  | 340              | 
|Foreign currency forwards                |  | 112                 |  | 253              | 
|                                         |  |                     |  |                  | 
|Foreign markets:                         |  |                     |  |                  | 
|Foreign currency swaps                   |  | 109                 |  | 129              | 
|Interest rate swaps                      |  | 120                 |  | 107              | 

The notional amounts refer to the US dollars bought or sold or to the US dollar equivalent of foreign currency bought or sold for future settlement. The contract terms correspond to the duration of the contracts as from the
date of the transaction to the date of the settlement.

F - 29

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(b)Contracts expressed in the UF index:

|                             |  |                                                        |  |      |  | Notional
                         amounts
|---------------------------- |  | ------------------------------------------------------ |  | ---- |  | -----------------------------------------
|                             |  | Number
                         of
          contracts |  |      |  |                                          
|Up to 3 months               |  | Over 3 months                                         
|                             |  |                                                        |  |      |  |                                          
|                             |  | 2004                                                   |  | 2005 |  | 2004                                     
|                             |  |                                                        |  |      |  |                                          
|                             |  |                                                        |  |      |  | UF                                       
|                             |  |                                                        |  |      |  |                                          
|Forwards in UF/Ch$ sold      |  | 28                                                     |  | 19   |  | 2,200,000                                
|Forwards in UF/Ch$ purchased |  | 32                                                     |  | 36   |  | 1,600,000                                

(c) Options:

|           |  |        |  |               |  |         |  |               |  |               |  |           | 
|---------- |  | ------ |  | ------------- |  | ------- |  | ------------- |  | ------------- |  | --------- | 
|In US$ths. |  |        |  |               |  | 30 days |  | 31 to 60 days |  | 61 to 90 days |  | > 90 days | 
|           |  |        |  |               |  |         |  |               |  |               |  |           | 
|Call       |  | Bought |  | Currency      |  |         |  |               |  |               |  | 50,000    | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  | Sold   |  | Currency      |  |         |  |               |  |               |  |           | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  |        |  |               |  |         |  |               |  |               |  |           | 
|Put        |  | Bought |  | Currency      |  |         |  |               |  |               |  | 10,000    | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  | Sold   |  | Currency      |  |         |  |               |  |               |  | 10,000    | 
|           |  |        |  | Interest rate |  |         |  |               |  |               |  |           | 
|           |  |        |  |               |  |         |  |               |  |               |  |           | 

NOTE 13.MINIMUM CAPITAL REQUIREMENTS

The Superintendency of Banks requires Chilean Banks to maintain a minimum capital of 800,000 UF, equivalent to MCh$ 14,380 as of December 31, 2005. In addition, Banks are required to maintain a minimum basic capital of at
least 3% of total assets after deductions for mandatory provisions, while effective net equity may not be lower than 8% of its risk weighted assets. However, as a result of the merger in 2002, the Chilean Superintendency of Banks and Financial
Institutions determined that the actual equity of the merged bank could not be lower than 11% of its risk-weighted assets (12% for the years as of December 31, 2004 and 2003). Effective net equity is defined as basic equity, plus voluntary loan loss
allowances, up to a maximum of 1.25% of risk-weighted assets, and the qualifying proportion of subordinated bonds with scheduled maturities in excess of six years, for which early repayment is not permitted. Chilean Banks are permitted to include in
effective net equity principal subordinated bond amounts up to a maximum of fifty percent of the basic capital.

F - 30

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Banks actual qualifying net capital base and effective equity to support the Banks risk-weighted assets as of December 31, 2004 and 2005, are shown in the following table:

|                                                             |  | As of December 31, |  
|------------------------------------------------------------ |  | ------------------ | -
|                                                             |  |                    |  
|                                                             |  | 2004               |  
|                                                             |  | MCh$               |  
|                                                             |  |                    |  
|Net capital base                                             |  | 863,112            |  
|3% of total assets net of provisions                         |  | (376,324           | )
|Excess over minimum required equity                          |  | 486,788            |  
|Net capital base as a percentage of the total assets, net of |  | 6.88               | %
|provisions                                                   |  |                    |  
|                                                             |  |                    |  
|Effective equity                                             |  | 1,275,642          |  
|11% of the risk-weighted assets (12% in 2004)                |  | (1,027,403         | )
|Excess over minimum required equity                          |  | 248,239            |  
|Effective equity as a percentage of the risk-weighted assets |  | 14.90              | %
|                                                             |  |                    |  
|NOTE 14. SHAREHOLDERS EQUITY                                |  |                    |  
|                                                             |  |                    |  
|a)Share capital                                              |  |                    |  

As of December 31, 2004 and 2005 the Bank's paid-in capital consisted of 188,446,126,794 authorized issued and outstanding shares with no fixed nominal value.

The distributions of dividends related to net income for the years 2003 and 2004 as approved by the Annual Shareholders' Meeting of Banco Santander Chile, are as follows:

|Shareholders |  | Dividend |  | Percentage
|------------ |  | -------- |  | ----------
|Meeting      |  | Paid     |  | Paid      
|             |  |          |  |           
|Apr-04       |  | 219,786  |  | 100%      
|Apr-05       |  | 205,991  |  | 100%      

(1) Dividend paid has been restated in constant Chilean pesos of December 31, 2005

F - 31

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 15.TRANSACTIONS
WITH RELATED PARTIES

In accordance with the Chilean General Banking Law and the rules of the Superintendency of Banks, related parties are defined as individuals and companies who are directors, officers or shareholders who own more than one
percent of the Banks shares. Companies in which a director, officer or shareholder of the Bank holds more than a 5% interest and companies that have common directors with the Bank are also considered to be related parties. In the following
table, trading or manufacturing companies are defined as operating companies, and companies whose purpose is to hold shares in other companies are defined as investment companies.

a) Loans granted to related parties

Related party loans, all of which are current, are as follows:

|                         |  | As of December 31,
|------------------------ |  | ------------------
|                         |  |                   
|                         |  | 2004              
|                         |  |                   
|                         |  | Loans             
|                         |  |                   
|                         |  |                   
|                         |  | MCh$              
|Operating companies      |  | 59,664            
|Investment companies (1) |  | 156,474           
|Individuals (2)          |  | 16,087            
|                         |  |                   
|Total                    |  | 232,225           
|                         |  |                   

|(1) | Includes companies whose purpose is to hold shares in other companies.                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes debt obligations that are individually equal to or greater than UF 3,000, equivalent to MCh$ 54 as of December 31, 2005.

The activities in the balances of loans to related parties are as follows:

|                           |  | As of December 31, |  
|-------------------------- |  | ------------------ | -
|                           |  |                    |  
|                           |  | 2004               |  
|                           |  |                    |  
|                           |  | MCh$               |  
|Balance as of January 1,   |  | 221,840            |  
|New loans                  |  | 293,333            |  
|Repayments                 |  | (288,426           | )
|Price-level restatements   |  | 5,478              |  
|                           |  |                    |  
|Balance as of December 31, |  | 232,225            |  
|                           |  |                    |  

F - 32

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

b) Other transactions with related parties

During the years ended December 31, 2003, 2004 and 2005 the Bank had the following significant income (expenses) from services provided to (by) related parties:

|                                     |  | Years Ended December 31, |  
|------------------------------------ |  | ------------------------ | -
|                                     |  |                          |  
|                                     |  | 2003                     |  
|                                     |  | Income/Expense           |  
|                                     |  |                          |  
|                                     |  | MCh$                     |  
|Redbanc S.A.                         |  | (3,409                   | )
|Transbank S.A.                       |  | (5,410                   | )
|Sixtra Chile S.A.                    |  | (71                      | )
|Santander G.R.C. Ltda.               |  | 283                      |  
|Santander Chile Holding S.A.         |  | 125                      |  
|Santander Factoring S.A.             |  | 60                       |  
|Bansa Santander S.A.                 |  | 807                      |  
|A.F.P. Bansander S.A.                |  | 210                      |  
|Altec S.A.                           |  | (3,214                   | )
|Santander Investment Chile S.A.      |  | -                        |  
|Altavida Cia. De Seguro De Vida S.A. |  | 3,497                    |  
|Plaza El Trebol S A                  |  | (106                     | )
|Others                               |  | (346                     | )
|                                     |  |                          |  
|Total                                |  | (7,574                   | )
|                                     |  |                          |  

Article 89 of the Chilean Companies Law requires that the Banks transactions with related parties be on a market basis or on terms similar to those customarily prevailing in the market.

F - 33

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 16.FEES AND INCOME FROM SERVICES

Fees and income from services and the related expenses are summarized as follows:

|                                                 |  | Year ended December 31,
|------------------------------------------------ |  | -----------------------
|                                                 |  |                        
|                                                 |  | Income                 
|                                                 |  |                        
|                                                 |  | 2003                   
|                                                 |  |                        
|Fees and income from services:                   |  | MCh$                   
|Payment agency services                          |  | 6,587                  
|Checking accounts                                |  | 38,894                 
|Credit cards                                     |  | 34,597                 
|Automatic teller cards                           |  | 13,161                 
|Letters of credit, guarantees, pledges and other |  |                        
|contingent loans                                 |  | 3,474                  
|Lines of credit                                  |  | 3,247                  
|Underwriting                                     |  | 3,889                  
|Bank drafts and fund transfers                   |  | 252                    
|Sales and purchases of foreign currencies        |  | 5,963                  
|Insurance brokerage                              |  | 6,433                  
|Custody and trust services                       |  | 570                    
|Mutual fund services                             |  | 13,488                 
|Saving accounts                                  |  | 763                    
|Agreements of administration and collection      |  | 12,991                 
|Stock brokerage                                  |  | 1,162                  
|Others                                           |  | 20                     
|                                                 |  |                        
|Total income (expense)                           |  | 145,491                
|                                                 |  |                        

NOTE 17.NON-OPERATING INCOME AND EXPENSES

Non-operating income and expenses are set forth below:

|                                                     |  | Year Ended
December 31,
|---------------------------------------------------- |  | -----------------------
|                                                     |  |                        
|                                                     |  | 2003                   
|                                                     |  |                        
|                                                     |  | MCh$                   
|Non-operating income:                                |  |                        
|Gain on sale of Bank premises and equipment          |  | 867                    
|Gain on sales of assets received in lieu of payment  |  |                        
|previously charged-off                               |  | 8,526                  
|Rental income                                        |  | 636                    
|Recovery of expenses                                 |  | 598                    
|Recovery of previous-year expenses                   |  | 7,072                  
|Gain on sale of credit division Santiago Express (1) |  | -                      
|Other                                                |  | 3,249                  
|                                                     |  |                        
|Total non-operating income                           |  | 20,948                 
|                                                     |  |                        

F - 34

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

|(1) | On December 6, 2004, the contract regarding the sale of the Banks Santiago Express Division to Empresas Almacenes París S.A. was signed. This contract included the sale and transfer of financial assets
comprised of loans given by Santiago Express and intangible assets that permit for this Division to continue operating.The final sale price was MCh$ 118,299 that generated
a profit of MCh$22,614.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                               

|                                                  |  | Year Ended December 31,
|------------------------------------------------- |  | -----------------------
|                                                  |  |                        
|                                                  |  | 2003                   
|                                                  |  |                        
|                                                  |  | MCh$                   
|                                                  |  |                        
|Non-operating expenses:                           |  |                        
|Charge-offs of assets received in lieu of payment |  | 13,173                 
|Provision for contingencies with vendors          |  | -                      
|Loss on sales of bank premises and equipment      |  | 1,028                  
|Other                                             |  | 6,217                  
|                                                  |  |                        
|Total non-operating expenses                      |  | 20,418                 
|                                                  |  |                        

NOTE 18.DIRECTORS' EXPENSES AND REMUNERATION

The following items were charged to expense for services provided by the members of the Board:

|                                                      |  | Year ended December
 31,
|----------------------------------------------------- |  | ------------------------
|                                                      |  |                         
|                                                      |  | 2003                    
|                                                      |  |                         
|                                                      |  | MCh$                    
|Remuneration established by the General Shareholders |  |                         
|meeting, including attendance fees                    |  | 333                     
|                                                      |  |                         

F - 35

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The consolidated balance sheets include assets and liabilities denominated in foreign currencies which have been translated into Chilean pesos at the applicable exchange rates as of December 31, 2004 and 2005, and assets
and liabilities which are denominated in Chilean pesos subject to exchange rate fluctuations, as detailed below.

|                                              |  | As of December 31, 2004 |   |  | As of December 31, 2005 | 
|--------------------------------------------- |  | ----------------------- | - |  | ----------------------- | 
|                                              |  |                         |   |  |                         | 
|                                              |  | Denominated
in          |   |  | Denominated
in          | 
|                                              |  |                         |   |  |                         | 
|                                              |  | Foreign
currency        |   |  | Chileanpesos            | 
|                                              |  |                         |   |  |                         | 
|                                              |  | MCh $                   |   |  | MCh $                   | 
|Assets                                        |  |                         |   |  |                         | 
|Cash and due from banks                       |  | 234,908                 |   |  | 134                     | 
|Financial investments                         |  | 483,578                 |   |  | 488,712                 | 
|Loans ( including contingents loans )         |  | 1,077,925               |   |  | 26,600                  | 
|Other assets                                  |  | 4,188,939               |   |  | -                       | 
|                                              |  |                         |   |  |                         | 
|Total assets                                  |  | 5,985,350               |   |  | 515,446                 | 
|                                              |  |                         |   |  |                         | 
|Liabilities                                   |  |                         |   |  |                         | 
|                                              |  |                         |   |  |                         | 
|Deposits                                      |  | 1,023,314               |   |  | 18                      | 
|Contingents liabilities                       |  | 568,561                 |   |  | -                       | 
|Due to domestic                               |  | 10,745                  |   |  | -                       | 
|Due to foreign bank                           |  | 495,572                 |   |  | -                       | 
|Other liabilities                             |  | 4,213,240               |   |  | 225,113                 | 
|                                              |  |                         |   |  |                         | 
|Total liabilities                             |  | 6,311,432               |   |  | 225,131                 | 
|                                              |  |                         |   |  |                         | 
|Net assets ( liabilities) in foreign currency |  | (326,082                | ) |  | 290,315                 | 
|                                              |  |                         |   |  |                         | 

F - 36

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 20.INCOME TAXES

a) Deferred taxes

The Bank records the effects of deferred taxes on its consolidated financial statements in accordance with Technical Bulletin No. 60 and the complementary technical bulletins thereto issued by the Chilean Association of
Accountants.

As described in that accounting standard, beginning January 1, 1999, the Bank recognized the consolidated tax effects generated by the temporary differences between financial and tax values of assets and liabilities. At the
same date, the net deferred tax asset/liability determined was completely offset against a net complementary account. Such complementary deferred tax balances are being amortized over the estimated reversal periods corresponding to the
underlying temporary differences as of January 1, 1999. In accordance with Technical Bulletin No. 60, deferred tax asset and liability amounts are presented net of the related unamortized complementary account balances in the consolidated balance
sheet. Deferred income tax balances were as follows:

|                                         |  | Complementary accounts
              as of |   | Deferred taxes as of |     
|---------------------------------------- |  | ------------------------------------------ | - | -------------------- | ----
|                                         |  | December 31,                               |   | December 31,         |     
|                                         |  |                                            |   |                      |     
|                                         |  | 2004                                       |   |                      | 2005
|                                         |  | MCh$                                       |   |                      | MCh$
|Assets                                   |  |                                            |   |                      |     
|Interest and indexation for tax purposes |  | -                                          |   |                      | -   
|Assets received in lieu of payment       |  | -                                          |   |                      | -   
|Foreign exchange                         |  | -                                          |   |                      | -   
|Global allowance for loan losses         |  | -                                          |   |                      | -   
|Other provisions                         |  | -                                          |   |                      | -   
|Forward contracts                        |  | -                                          |   |                      | -   
|Leasing assets                           |  | -                                          |   |                      | -   
|Others                                   |  | -                                          |   |                      | -   
|                                         |  |                                            |   |                      |     
|Total                                    |  | -                                          |   |                      | -   
|                                         |  |                                            |   |                      |     
|Liabilities                              |  |                                            |   |                      |     
|Valuation of investments                 |  | -                                          |   |                      | -   
|Deferred expenses                        |  | -                                          |   |                      | -   
|Others                                   |  | (27                                        | ) |                      | -   
|                                         |  |                                            |   |                      |     
|Total                                    |  | (27                                        | ) |                      | -   
|                                         |  |                                            |   |                      |     
|Net difference                           |  |                                            |   |                      |     
|                                         |  |                                            |   |                      |     

F - 37

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

b)Income
    tax expenses for the years ended December 31, 2003, 2004 and 2005 were as
follows:

|                                                    |  | Year ended December 31, |  
|--------------------------------------------------- |  | ----------------------- | -
|                                                    |  |                         |  
|                                                    |  | 2003                    |  
|                                                    |  |                         |  
|                                                    |  | MCh$                    |  
|Amortization of deferred tax complementary accounts |  | (332                    | )
|Deferred tax for the period                         |  | (214                    | )
|                                                    |  |                         |  
|Net benefit (charge) to deferred taxes              |  | (546                    | )
|                                                    |  |                         |  
|Income tax provision  current                      |  | (44,891                 | )
|Other taxes                                         |  | (945                    | )
|                                                    |  |                         |  
|Net income tax-expense                              |  | (46,382                 | )
|                                                    |  |                         |  

NOTE 21.CONTINGENCIES AND COMMITMENTS

a)Committed resources:

At December 31, 2005, the Bank placed a lien on financial investments for approximately MCh$44,336 (U.F.2,446,570), on guaranties associated with business operations, which at year-end have not been yet set up.

On August 28, 1996, Banco Español de Crédito filed a complaint against Auca Forestal S.A. and OHiggins Corredores de Bolsa Ltda. (currently Santiago Corredores de Bolsa Ltda.). The Banks management
and its legal counsel, believe that the resolution of this contingency is not likely to result in significant losses to the subsidiary. As of December 31, 2005, the subsidiary maintained a provision of MCh$265 which covers this contingency.

Our subsidiary Santander S.A. Agente de Valores has a pending suit with Orsini con Orsini y Otros. On December 18, 2001 the courts ruled against our subsidiary. On November 4, 2005 the Appeals Court ruled in
favor of Santander S.A. Agente de Valores, but this ruling has been appealed to the Supreme Court. This legal contingency has not been provisioned as the amount of the claim cannot be estimated at this time.

On August 26, 1992, a suit was filed by the Chilean internal Revenue Service against the Bank and is still pending. The Appeals Court partially resolved in favor of Banco Santander Chile and substantially reduced the amount
of the tax difference. In the opinion of our legal advisors, these claims are not likely to have, in the aggregate, a material adverse effect on our consolidated financial condition or results of operations and as of December 31, 2005 the Bank
maintained a provision of Ch$519 million, which covers the totality of this claim.

In addition, we are subject to certain claims and are party to certain legal and arbitration proceedings incidental to the normal course of our business including claims for alleged operational errors. We do not believe
that the liabilities related to such claims and proceedings are likely to have, in the aggregate, a material adverse effect on our consolidated financial condition or results of operations, however, based on management individual analysis of each
proceeding, we have provisioned the amount in Provisions for lawsuit and other in Note 10 (b).

F - 38

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

There are no material proceedings in which any of our directors, any members of our senior management, or any of our affiliates is either a party adverse to us or our subsidiaries or has a material interest adverse to us or
ours subsidiaries.

In order to guarantee obligations for bond issuances, the subsidiary Santiago Leasing S.A. has delivered leasing contracts as collateral in the amount of MCh$2,045.8 (MCh$2,045.8 in 2004), with unpaid capital of MCh$1,772.1
(MCh$1,772.1 in 2004). On December 17, 2004, the guaranteed bonds were ceded to Banco Santander Chile and the guarantees were maintained.

As of December 31, 2005 and 2004, the subsidiary Santiago Leasing S.A. leased property with deferred customs duties. The subsidiary may eventually have to pay such duties, amounting to MUS$72 and MUS$873, respectively, on
behalf of the leaseholder, if not paid by the latter. Leased assets subject to deferred custom duties amounts to MCh$54.8 as of December 31, 2005 (MCh$4,649.7 in 2004).

The subsidiary Santander S.A. Agente de Valores, maintains a claim for indemnity of losses named Orsini con Orsini y Otros, Rol N°1452-2000, before the 28° Civil Court of Santiago.

The final sentence in first instance, dated December 18, 2001, was unfavorable for the Agent; therefore it filed an annulment action against the judicial decision, and an appeal.

On November 4, 2005, the Court of Appeals rejected the annulment action against the judicial decision, however it accepted the appeal filed by the Agent, repealing the first instance sentence and rejecting the claim filed
against Santander S.A. Agente de Valores.

The defendant filed, before the Supreme Court, an annulment action against the judicial decision, which is in process.

An appropriate provision will be recorded once these
actions are resolved, and if they are settled unfavorably against the subsidiary.
Up to the current phase of the process, their cost cannot be estimated.

In order to ensure the correct and full compliance of all its obligations as Securities Agent, in conformity with article No 30, and subsequent articles of Law 18.045 on the Securities Market, the subsidiary Santander S.A.
Agente de Valores established a guaranty for UF 4,000 for the insurance policy N° 205110264, underwritten by Compañía de Seguros de Crédito Continental S.A. whose maturity is December 19, 2006.

In conformity with the General Character Regulation N°125, the subsidiary Santander Santiago S.A. Administradora General de Fondos designated the Bank as the representative of the benefits of guarantees set up per each
of its funds administered for UF 1,108,278.12. In addition to these bank guarantees, other guarantees were entered into for approximately ThCh$ 93,115,378 for the Mutual Funds guaranteed profitability.

F - 39

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following items are recorded in memorandum accounts by the Bank and represent fiduciary safekeeping and custody services:

|                                                          |  | As of December 31,
|--------------------------------------------------------- |  | ------------------
|                                                          |  |                   
|                                                          |  | 2004              
|                                                          |  |                   
|                                                          |  | MCh$              
|                                                          |  |                   
|Securities held in safe custody                           |  | 7,164,266         
|Amount to be collected on behalf of local third parties   |  | 206,273           
|Amount to be collected on behalf of foreign third parties |  | 214,756           
|                                                          |  |                   
|Total                                                     |  | 7,585,295         
|                                                          |  |                   

The price-level restatement loss is determined by restating the following non-monetary assets, liabilities and equity:

|                                                       |  | Years ended December 31, |  
|------------------------------------------------------ |  | ------------------------ | -
|                                                       |  |                          |  
|                                                       |  | 2003                     |  
|                                                       |  |                          |  
|                                                       |  | MCh$                     |  
|Restatement of non monetary accounts based on Consumer |  |                          |  
|Price Index:                                           |  |                          |  
|Bank premises and equipment, net                       |  | 1,973                    |  
|Investments in other companies                         |  | 131                      |  
|Other nonmonetary assets and liabilities               |  | 496                      |  
|Shareholders' equity                                   |  | (10,779                  | )
|                                                       |  |                          |  
|Loss from price-level restatement, net                 |  | (8,179                   | )
|                                                       |  |                          |  

NOTE 24. SALES AND PURCHASE OF LOANS

From time to time, the bank sells and purchases loans based on specific requirements from customers. During the years ended December 31, 2003, 2004 and 2005, the Bank sold loans in the amount of MCh$66,349, MCh$161,307 and
MCh$91,551, respectively; however, the Bank does not enter into loans for future sale. During the years ended December 31, 2003, 2004 and 2005, the Bank purchased loans totaling MCh$16,441 MCh$27,944 and MCh$22,272 respectively.  Any gains or losses
on such transactions are recognized in results of operations at the time of the transactions.

The aggregate gains (losses) on sales of loans were MCh$286, MCh$22,614 and MCh$618 for the years ended December 31, 2003, 2004 and 2005, respectively.

F - 40

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Between December 31, 2005 and the date of the publication of these financial statements, no significant subsequent event exists that could materially affect these financial statements.

NOTE 26.RECENT ACCOUNTING PRONOUNCEMENTS

In accordance with Circular N°3345 issued by the Superintendency of Banks and Financial Institutions, effective January 1, 2006, the accounting criteria for valuing financial instruments acquired for negotiation or
investment purposes, derivative instruments, hedges and disposals from the financial assets on the balance sheets, will be amended. The instructions of Circular N°3345 will become effective starting on June 30, 2006, with valuation differences
arising from prior years investments being adjusted directly against the Banks equity.

F - 41

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

NOTE 27.DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The following is a description of the significant differences between accounting principles generally accepted in Chile and accounting principles of the Superintendency of Banks (collectively, Chilean GAAP), and
accounting principles generally accepted in the United States (U.S. GAAP).

References below to SFAS are to United States Statements of Financial Accounting Standards. Pursuant to Chilean GAAP, the Banks consolidated financial statements recognize certain effects of inflation.

The cumulative inflation rate in Chile as measured by the CPI for the three-year period ended December 31, 2005 was approximately 7.21% . Chilean GAAP requires that financial statements of banks be restated to reflect the
total effect of the loss in the purchasing power of the Chilean peso on the financial position and results of the operations of reporting entity. The method, described in Note 1 (c), is based on a model which enables calculation of net inflation
gains or losses caused by monetary assets and liabilities exposed to changes in the purchasing power of local currency, by restating all non-monetary accounts in the financial statements. The model prescribes that the historical cost of such
accounts be restated for general price-level changes between the date of origin of each item and the end of the period. As permitted under Item 18 of Form 20-F of SEC Regulation S-X no adjustments have been made to reflect the elimination of
price-level adjustments.

|(a) | Business Combinations
|--- | ---------------------
|    |                      

| | (1) | Under Chile GAAP, business combinations accounted for
under the purchase accounting method do not require the pushdown of the associated
goodwill to the acquired entity. Furthermore, prior to January 1, 2004, assets
 acquired and liabilities assumed were recorded at their carrying value upon
acquisition with the excess of the purchase price over the carrying value recorded
as goodwil1.Additionally, pooling of
interests treatment
may be more widely applied than under U.S. GAAP.                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Under U.S. GAAP, when following the purchase accounting method, pushdown accounting to the acquired entity is required for the goodwil1 generated in the business combination. Also, under U.S. GAAP, purchase accounting
requires that the fair value of the assets acquired and the liabilities assumed be recorded with the excess of the purchase price over such fair values recorded as goodwil1.                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | The following business combinations of the Bank were accounted for as follows thereby generating the differences noted in the Chile GAAP to U.S. GAAP reconci1iations of net income and shareholders' equity based on the
descriptions above:                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | On April 17, 1999, Banco Centra1 Hispanoamericano S.A. ("BCH') merged into Banco Santander S.A. to create Banco Santander Central Hispano ("BSCH'). For Chile GAAP purposes, the merger was accounted for as a pooling of
interests. For U.S. GAAP purposes, purchase accounting was applied. Prior to Apri1 17, 1999, BCH indirectly held a 21.75% investment in Banco Santiago through a 50% participation in Teatinos Siglo XXI (Teatinos). At the time, the
other 50% of Teatinos was owned by Quiñenco S.A. ("Quiñenco"). A minority interest of approximately 35.5% was held the Central Bank of Chile.

F - 42

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

| |     | On May 3, 1999, BSCH purchased the 50% of Teatinos
      that it did not already own from Quiñenco. Purchase accounting was
    applied under both Chile GAAP and U.S. GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The total goodwi1l generated under U.S. GAAP
      was pushed down to the acquired entities (predecessor entities to the
      Bank) books. Certain fair value amounts were recorded for assets acquired
      and 1iabi1ities assumed under U.S. GAAP which were recorded at carrying
    value on the Chile GAAP books.                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (2) | Under Chilean GAAP, mergers of common control entities
are recorded under the pooling of interests method. Should the minority interest
be bought out, purchase accounting is not app1ied to that percentage. Additionally,
 historical financial statements for periods prior to the merger are not restated
under the as if pooling of interests methodology.                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Under U.S. GAAP, mergers of common control entities
are also recorded under the pooling of interests method. However, under U.S.
GAAP, in certain circumstances, the step acquisition of a minority interest would
be  required to be accounted for under purchase accounting (which step acquisition
goodwill would also require pushdown as mentioned in (1)). Additionally, US
GAAP requires the restatement of prior period financial statements under the as
 if pooling of interests methodology.                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The following transactions were structured such that
they generated the above differences resulting in adjustments in the Banks Chile
GAAP to U.S. GAAP reconci1iations of net income and shareholders equity:                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | On Apri1 22, 2002, the Central Bank sold its remaining
35.44% participation in Banco Santiago to Teatinos, the primary shareholder of
the former Banco Santander-Chile and a wholly owned subsidiary of BSCH.                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | On August 1, 2002, Banco Santiago and the former Banco
Santander-Chile merged. To effect the merger, the minority interest of 11% of
Banco Santander-Chile was bought out through the issuance of former Banco Santiago
shares  (as Banco Santiago was considered the acquirer). As a resu1t of the merger
between the former Banco Santiago and the former Banco Santander-Chile, the former
Banco Santiago issued 89,511,910,227 shares in exchange for all the outstanding
common  shares of the former Banco Santander-Chile using an exchange ratio of
3.55366329 for each former Banco Santander-Chile share.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Certain predecessor entities to Banco Santander Chile
(inc1uding Banco Santiago and Banco Santander-Chile), for U.S. GAAP purposes,
maintained goodwill or fair va1ue adjustments between their Chilean GAAP books
and their U.S. GAAP books prior to the Banco Santiago-Banco Santander-Chile
merger for acquisitions which they had made. See (q) be1ow for a description
of these transactions.                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The Bank did not record deferred taxes under either
Chile GAAP or U.S. GAAP on any goodwill or intangible asset acquired as the resu1t
of the acquisition as these items do not generate temporary differences as defined
in  either Chile GAAP nor U.S. GAAP accounting pronouncements.                                                                                                                                                                                                                                                                                                                           

F - 43

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Bank adopted Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, (SFAS 142) as of January 1, 2002. SFAS 142 applies to all goodwill and identified intangible
assets acquired in a business combination. Under the new standard, beginning January 1, 2002, all goodwill, including that acquired before initial application of the standard, and indefinite-lived intangible assets are not amortized, but must be
tested for impairment at least annually. The Bank has not amortized any U.S. GAAP goodwill since the provisions of SFAS N°142, became effective.

The Bank has performed the impairment test of goodwill and intangible assets with indefinite lives as required by the standard, which did not result in any impairment.

Under Chilean GAAP, prior to 1999, the Bank did not record the effects of deferred income taxes. Effective January 1, 1999, and in accordance with the new accounting standard under Chilean GAAP (Technical Bulletin No. 60),
the Bank was required to record the effects of deferred tax assets and liabilities based on the liability method, with deferred tax assets and liabilities established for temporary differences between the financial reporting basis and the tax basis
of the Banks assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized. As a transitional provision to reduce the impact of adoption of this standard, the Bank was permitted to record a contra
("complementary") asset or liability as of the date of implementation of the new accounting standard, i.e. January 1, 1999, related to the effects of deferred income taxes from prior years. These complementary assets and liabilities are to be
amortized over the average estimated period of reversal of the temporary differences which generate the future income tax asset or liability. During 2005, these complementary accounts were fully amortized.

Under SFAS No. 109, Accounting for Income Taxes (SFAS 109), income taxes are recognized using the balance sheet method (since 1999) in a manner similar to Chilean GAAP, however US GAAP did not adopt
transitional provisions equivalent to the complementary accounts mentioned in the previous paragraph, but instead, flowed any adoption effects directly through the income statements in Cumulative Effect of a Change in Accounting
Principle.

The effects of elimination of the complementary assets and liabilities and their respective amortization as well as effects of recording deferred income taxes on U.S. GAAP adjustments are included in the reconciliation of
consolidated net income and shareholders equity in paragraph (t) below. Additional disclosures required under SFAS 109 are further described in paragraph (w) below.

As required by Chilean General Banking Law, unless otherwise decided by a two-thirds vote of the issued and subscribed shares, the Bank must distribute a cash dividend in an amount equal to at least 30% of its net income
for each year as determined in accordance with Chilean GAAP, and record that dividend against retained earnings or current year income in shareholders equity when it has been approved by the Annual Shareholders meeting subsequent to
year-end unless a higher legally binding commitment to distribute dividends exists, or unless and except to the extent the Bank has unabsorbed prior year losses. Under the provisions issued by the AICPA International Practice Task Force, such
mandatory dividends, as of the year end reporting date, represent and are reported as temporary equity however, when, as allowed by

F - 44

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

regulation, actions of shareholders are taken prior to the date of financial statement issuance, evidencing that such minimum dividend will not be fully distributed, the reclassification of such dividend may be limited to such lesser amount authorized by shareholder ratification. The effect of recording mandatory dividends in
accordance with U.S. GAAP is included in the reconciliation of net income and shareholders equity in paragraph (t) below.

(e) Interest income recognition on non-accrual loans

Under Chilean GAAP the Bank suspends the accrual of interest on loans when is determined to be a loss or when it becomes past due. Previously accrued but uncollected interest on overdue loans is not reversed at the time the
loan ceases to accrue interest.  Under U.S. GAAP, recognition of interest on loans is generally discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. As a general
practice, this occurs when loans are 90 days or more overdue. Any accrued but uncollected interest is reversed against interest income at that time.

In addition, under Chilean GAAP, any payment received on overdue loans is treated as income to the extent of interest earned but not recorded, after reducing any recorded accrued interest receivable. Any remaining amount is
then applied to reduce the outstanding principal balance. Under U.S. GAAP, any payment received on loans when the collectibility of the principal is in doubt is treated as a reduction of the outstanding principal balance of the loan until such doubt
is removed. The effect of the difference in interest recognition on non accrual loans is considered not material to the Banks financial position and results of its operations.

The Bank enters into repurchase agreements as a source of financing. In this regard, the Banks investments which are sold subject to repurchase agreements are reclassified from their investment category to
investment collateral under agreements to repurchase. Under U.S. GAAP, no such reclassification would be made, since, in substance, the investment securities serve only as collateral for the borrowing. For purposes of presentation of
balance sheet in accordance with U.S. GAAP and in format required by the Securities and Exchange Commission under rules 210.9 to 210.9 -07 of Regulation S-X (Article 9), which is included in paragraph (v) to this note, investments which
collateralize such borrowings are shown as trading investments.

F - 45

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In accordance with Chilean GAAP, the Bank recognizes rights and obligations with respect to contingent loans as contingent assets and liabilities. Contingent liabilities consist of open, unused and standby letters of
credit, together with guarantees by the Bank in Chilean peso, UF and foreign currencies (principally US dollars). The liabilities represent the Banks obligations under such agreements. Under U.S. GAAP, such contingent amounts are not
recognized on the consolidated balance sheets, however, they are disclosed. The reclassification to eliminate the contingent assets against the contingent liabilities recorded under Chile GAAP has been included in the balance sheets Article 9 in
paragraph (v) below.

Within contingent assets and liabilities the Bank includes financial guarantees. Disclosures required in accordance with FIN 45 Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others are included in paragraph (ab) below. Therefore, for neither contingencies nor guarantees is there recorded an adjustment to the U.S. GAAP reconciliation of net income or shareholders equity.

Under Chilean GAAP the Bank classifies their financial investments as trading or permanent. Financial investments held by the Bank with a secondary market are stated at fair market value with
unrealized gains and losses included in a separate component of shareholders equity for those classified as permanent and with unrealized/realized gains and losses included in other operating results for those classified as trading. Some
subsidiaries do not recognize fair value adjustment of trading investments with maturity lower than 90 days if the adjustment results in a gain. All other financial investments are carried at acquisition cost plus accrued interest and UF indexation
adjustments. Investment securities maintained by the former Banco Santander-Chiles subsidiaries were carried at the lower of price-level restated cost or market value. Additionally, during 2001 the former Banco Santander-Chile received
permission from the Superintendency of Banks to record at amortized cost (i.e. not adjusted to market value) a portion of its portfolio of Chilean Government securities, which are hedged by specific interest rate swap agreements. During 2005, the
aforementioned portfolio of Chilean government securities was completely amortized. Similarly, under Chilean GAAP interest rate swap agreements are not recorded at fair value (see paragraph (m) below).

Under U.S. GAAP, SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115) requires that debt and equity securities be classified in accordance with the Banks
intent and ability to hold the security, as follows:

- Debt securities for which the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and are reported at amortized cost. As of December
31, 2004 and 2005 the Bank did not classify any security as held-to-maturity.
- Debt and equity securities that are bought and held by the Bank, principally for the purpose of selling them in the near term, are classified as trading securities and reported at fair
value, with unrealized gains and losses included in earnings.
- Debt and equity securities not classified as either heldto-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with
unrealized gains and losses excluded from earnings and reported in a separate component of shareholders equity.

F - 46

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Based upon these criteria, the Bank has classified its portfolio of investments in debt and equity securities, as of December 31, 2004 and 2005 as either available-for-sale or trading.

The effect of recording the market value adjustment for investments stated at the lower of price-level restated cost or market value, consistent with the valuation criteria of the Bank, the effect of the adjustment to fair
value of trading investments with maturity dates less than 90 days held by certain subsidiaries and the market value adjustment to the Chilean Government securities portfolio hedged by various interest rate swap agreements, is included in the
reconciliation of consolidated net income and shareholders equity in paragraph (t) below.

Under Chilean GAAP, the unrealized holding gains (losses) related to investments classified as permanent have been included in equity, which does not differ from the treatment as available-for-sale under U.S.
GAAP.

The following are required disclosures for investments classified as available-for-sale in accordance with SFAS 115 and based on Article 9 balance sheet under U.S. GAAP. Realized gains and losses are determined using the
proceeds from sales less the cost (specific identification method) of the investments identified to be sold. Additionally, any unrealized gain/loss recorded in equity for these investments is reversed through the income statements. Gross gains and
losses realized on the sale of available-for-sale securities for the years ended December 31, 2004 and 2005 are as follows:

|                                                                  |  | Years ended December 31,
|----------------------------------------------------------------- |  | ------------------------
|                                                                  |  |                         
|                                                                  |  | 2004                    
|                                                                  |  |                         
|                                                                  |  | MCh$                    
|Proceeds from sales of available-for-sale securities generating |  |                         
|realized gains                                                    |  | 975,582                 
|Realized gains                                                    |  | 23,067                  
|Proceeds from sales of available-for-sale securities generating |  |                         
|realized losses                                                   |  | 263,916                 
|Realized losses                                                   |  | 1,716                   

(i) Other than temporary impairment of available
for sale securities

Under Chilean GAAP the Bank is not required to evaluate if marketable securities are considered to be other than temporarily impaired.  Under US GAAP, SFAS 115 requires that the Bank determines for individual securities
    classified as available for sale whether a decline in fair value below the amortized cost basis is other than temporary.  If the decline in fair value is judged to be other than temporary, the cost basis of the individual security is written down to
    fair value as a new cost basis and the amount of the write-down is included in earnings (that is, accounted for as a realized loss). The new cost basis does not change when subsequent recoveries in fair value occur.  Subsequent increases in the fair
  value of available for sale securities are included in other comprehensive income and subsequent decreases in fair value, if not an other than temporary impairment, also are included in other comprehensive income.

F - 47

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The bank reviewed securities with unrealized losses as of December 31, 2003, 2004 and 2005 and concluded that there was no other than temporary impairment as of December 31, 2003 and 2005. This
review consisted of evaluating the economic reasons for the decline, credit rating of the issuers of the securities and on the managements intention and ability to hold the securities until the unrealized loss is recovered.

The carrying value and market value of securities available-for-sale as of December 31, 2003, 2004 and 2005 are as follows:

|                                         |  | Year ended December 31, 2005
|---------------------------------------- |  | ----------------------------
|                                         |  |                             
|                                         |  | Cost                        
|                                         |  |                             
|Available-for-Sale Investments:          |  | MCh$                        
|Central Bank Securities                  |  | 84,920                      
|Chilean Treasury Bonds                   |  | 34,449                      
|Chilean Financial institutions           |  | 433,111                     
|Foreign investments                      |  | 29,058                      
|                                         |  |                             
|Total                                    |  | 581,538                     
|                                         |  |                             
|                                         |  |                             
|                                         |  | Year ended December 31, 2004
|                                         |  |                             
|                                         |  | Cost                        
|                                         |  |                             
|Available-for-Sale Investments:          |  | MCh$                        
|Central Bank Securities                  |  | 116,269                     
|Chilean Treasury Bonds                   |  | 160,638                     
|Other securities of Chilean institutions |  | 125,868                     
|Chilean Financial institutions           |  | 116,327                     
|Foreign investments                      |  | 49,344                      
|                                         |  |                             
|Total                                    |  | 568,446                     
|                                         |  |                             
|                                         |  |                             
|                                         |  | Year ended December 31, 2003
|                                         |  |                             
|                                         |  | Cost                        
|                                         |  |                             
|Available-for-Sale Investments:          |  | MCh$                        
|Central Bank Securities                  |  | 393,436                     
|Chilean Treasury Bonds                   |  | 204,044                     
|Other securities of Chilean institutions |  | 122,128                     
|Chilean Financial institutions           |  | 380,890                     
|Foreign investments                      |  | 31,423                      
|                                         |  |                             
|Total                                    |  | 1,131,921                   
|                                         |  |                             

|(1) | Investments with unrealized
losses are disclosed and segregated in accordance with paragraph 21 of EITF 03-01.
The unrealized losses were caused by interest rate increases. The contractual
terms  of these investments do not permit the issuer to settle the securities
at a price less than the amortized cost of the investment. Because the Bank has
the ability and intent to hold these investment until a recovery of fair value,
which may be  maturity, the bank does not consider these investments to be other
than temporarily impaired as of December 31, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | During the fourth quarter
of 2004, the Bank determined that certain of its available-for-sale securities
of Chilean institutions had declines in value that were considered other than
temporary,  recording a charge to net income of MCh$ 3,006 to record these
securities at their market values at that date. Future unrealized gains or losses
will be recorded in other comprehensive income consistent with the accounting
treatment for  available-for-sale securities.                                                                                               

F - 48

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table shows the unrealized loss position of the available-for-sale investments as of December 31, 2005:

|                               |  | Less than 12 months      |  | 12 months or more |         | Total                      
|------------------------------ |  | ------------------------ |  | ----------------- | ------- | ---------------------------
|                               |  |                          |  |                   |         |                            
|                               |  | Amortized
          cost |  | Fair
value        |         | Unrealized
          losses
|                               |  |                          |  |                   |         |                            
|                               |  | MCh$                     |  | MCh$              |         | MCh$                       
|Central Bank Securities        |  | 67,199                   |  |                   | 66,242  |                            
|Chilean Treasury Bonds         |  | 12,141                   |  |                   | 11,940  |                            
|Chilean Financial institutions |  | 403,066                  |  |                   | 384,863 |                            
|Foreign investments            |  | -                        |  |                   | -       |                            
|                               |  |                          |  |                   |         |                            
|Total                          |  | 482,406                  |  |                   | 463,045 |                            
|                               |  |                          |  |                   |         |                            

(j) Contractual maturities and other disclosures

The contractual maturities of securities classified by the Bank as available-for-sale are as follows:

|                                |  | Year ended December 31, 2005
|------------------------------- |  | ----------------------------
|                                |  |                             
|                                |  | Within
one year             
|                                |  |                             
|Available-for-Sale Investments: |  | MCh$                        
|Central Bank Securities         |  | 12,971                      
|Chilean Treasury Bonds          |  | 5,084                       
|Chilean Financial institutions  |  | 83                          
|Foreign investments             |  | 3,482                       
|                                |  |                             
|Total                           |  | 21,620                      
|                                |  |                             

Under U.S.GAAP, the Bank is required to disclose the amounts of unrealized holding gains and losses included in income on securities classified as trading.  For the years ended December 31, 2003,
2004 and 2005, the Bank recognized in income net unrealized holding gains (losses) of MCh$ 1,253, MCh$ 2,572 and MCh$ (1,580) respectively, on these securities.

During 2005, the bank has not recorded any charge to net income as result of other than temporary impairment of its available-for-sale portfolio.

F - 49

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(k) Allowance for loan losses

The determination of loan losses under U.S. GAAP differs from that under Chilean GAAP in the following respects:

|1. | Allowance for loan losses                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Under Chilean GAAP, the allowance for loan losses is calculated according to specific guidelines set out by the rules of the Superintendency of Banks.                                                                                     
|  
|   | Under U.S. GAAP, allowances for loan losses should be adequate to cover inherent losses in the loan portfolio at the respective balance sheet dates. The Bank has estimated its required allowance
under U.S. GAAP in the following manner:
|  

| |  | All loans of the Bank were classified in accordance with the rules of the Superintendency of Banks.                                                                                                                                                                                                                                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Allowances for commercial loans classified in loan risk category A1, A2, A3 or B, which were not considered impaired under SFAS No. 114, Accounting by Creditors for Impairment of a
Loan (SFAS 114) were analyzed by loan category and were adjusted where necessary to reflect the estimated inherent losses in the loan portfolio based upon the historical movements and trends in the Banks loan classifications
(migration analysis).
|
| |  | In addition, specific additional allowances were determined for commercial loans, i.e. those loans which were not considered above, on the following basis:                                                                                                                                                                                                                                                                                       
|
| |  | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | ii.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | iii.                                                                                                                                                                                                                                                                                                                                                                                                                                              

Based on the preceding calculations under provisions of SFAS No.114 the Bank reduced the total loan loss allowance by MCh$ 9,029 and MCh$8,000 for the years ended December 31, 2004 and
2005, respectively.

F - 50

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Based on the loan losses allowance estimation process described above the Bank determined the allowance for loan losses under U.S. GAAP, and compared this estimate with the reported allowance
determined in accordance with the guidelines established by the Superintendency of Banks.  The recorded additional (voluntary under previous regulations) loan loss allowance, permitted under Chilean GAAP, was then deducted from the
additional allowance requirements under U.S. GAAP to arrive at a cumulative U.S. GAAP adjustment for the Bank, as follows:

|                                                                     |  | As of December 31,
|-------------------------------------------------------------------- |  | ------------------
|                                                                     |  |                   
|                                                                     |  | 2004              
|                                                                     |  |                   
|                                                                     |  | MCh$              
|U.S. GAAP loan loss allowance                                        |  | (170,530          
|Chilean GAAP loan allowance required by the Superintendency of Banks |  | 171,269           
|                                                                     |  |                   
|U.S. GAAP adjustment prior to voluntary loan loss allowance          |  | 739               
|Less: Chilean GAAP additional loan loss allowance (1)                |  | 8,290             
|                                                                     |  |                   
|Cumulative U.S. GAAP adjustment                                      |  | 9,029             
|                                                                     |  |                   

|(1) | Voluntary allowance until December 31, 2003 and Additional reserves under the new regulations effective January 1, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------

The effect of accounting for loan losses in accordance with U.S. GAAP is included in the reconciliation of the net income and shareholders equity in paragraph (t) below.

|2. | Recognition of Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | As of December 31, 2004 and 2005, the recorded investment in loans for which impairment has been recognized in accordance with SFAS 114 totaled to MCh$ 316,849 and MCh$ 252,385,
respectively, with a corresponding valuation allowance of MCh$ 146,528 and MCh$ 115,249, respectively. For the years ended December 31, 2004 and 2005 the average recorded investment in impaired loans was MCh$ 163,289 and MCh$ 284,843,
respectively. For the three years ended December 31, 2005, during the portion of the year that the loans were impaired the Bank recognized MCh$ 19,579, MCh$ 1,977 and MCh$ 548 of interest on impaired loans. As of December 31, 2004 and
2005, the Bank had made provisions against all loans which it considered to be impaired.
|  
|3. | Loan loss recoveries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Under U.S. GAAP recoveries of loans previously charged-off are presented as a reduction of the provision for loan losses. Under Chilean GAAP, until 2003, such recoveries were recognized as other
income. Beginning 2004, such recoveries are presented as a reduction of the provision for loan losses. This reclassification is included in the Article 9 financial statements of the Bank presented in paragraph (v) below.                                                                                                                                                                                                                                                                                                                                 

F - 51

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following presents an analysis under U.S. GAAP, for the year ended December 31, 2003, 2004 and 2005, of the changes in the reserve for loan losses during the years presented:

|                                                                            |  | As of December 31,
|--------------------------------------------------------------------------- |  | ------------------
|                                                                            |  |                   
|                                                                            |  | 2003              
|                                                                            |  |                   
|                                                                            |  | MCh$              
|Allowances for loan losses in accordance with U.S. GAAP, as of January 1    |  | 165,690           
|Price-level restatement (1)                                                 |  | (1,564            
|Loan loss recoveries                                                        |  | 36,020            
|Charge-offs                                                                 |  | (106,434          
|Provisions established                                                      |  | 117,120           
|Provisions released                                                         |  | (25,925           
|                                                                            |  |                   
|Allowances for loan losses in accordance with U.S. GAAP, as of December 31, |  | 184,907           
|                                                                            |  |                   

|(1) | Reflects the effect of inflation on the allowance of loan losses under Chilean GAAP at the beginning of each period, adjusted to constant Chilean pesos of December 31, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

|4. | Charge-offs                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | As discussed in Note 1 (l) of these financial statements, under Chilean GAAP the Bank charges-off loans when collection efforts have been exhausted. Under the rules and regulations established by
the Superintendency of Banks, charge-offs must be made within the following maximum prescribed limits:                                                       
|  
|   | -                                                                                                                                                                                                                                                                                                                                                                
|   | -                                                                                                                                                                                                                                                                                                                                                                
|  
|   | Under U.S. GAAP, loans should be written-off in the period that they are deemed uncollectible. The Bank believes that the charge-off policies it applies in accordance with Chilean GAAP are
substantially the same as those required under U.S. GAAP, and therefore the potential difference is not significant to the presentation of its financial statements.

(l) Investments in other companies

Under Chilean GAAP, certain long-term investments of less than 20% of the outstanding shares in other companies have been recorded using the equity method of accounting. Under U.S. GAAP those
investments generally would have been recorded at cost. The effect of accounting for investments in other companies in accordance with U.S. GAAP is included in the reconciliation of consolidated net income and shareholders equity in paragraph
(t) below.

(m) Derivatives

Chilean banks are permitted to use foreign exchange forward contracts (covering either foreign currencies against the U.S. dollar, the UF against the Chilean peso or the UF and the Chilean peso
against the U.S. dollar), forward rate agreements and interest rate swaps. Currently, the use of derivatives in Chile is regulated by the Chilean Central Bank, which requires that all foreign exchange forward contracts be made only in U.S. dollars
and other major foreign currencies.

F - 52

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

All derivative instruments are subject to market risk, which is defined as the risk that future changes in market conditions may make an investment more or less valuable. The Bank managed their
individual exposure to market risk on a global basis in accordance with risk limits set by senior management by buying or selling instruments or entering into off-setting foreign exchange and interest rate positions.

The Bank enters into derivative transactions for its own behalf and to meet customers risk management needs. Generally the Bank enters into forward contracts in U.S. dollars against the
Chilean peso or the UF, however, occasionally, forward contracts are also made in other currencies, but only when the Bank acts as an intermediary. Other derivative transactions include primarily interest rate swaps (pay fixed-receive floating) and
rate lock agreements. These are used for hedging purposes in order to manage, among other risks, interest rate and fair value risk related to the Yankee bonds of Chilean companies, Chilean Government securities bought by the Bank and certain
mortgage loans.

In order to manage any credit risk associated with its derivative products, the Bank grants lines of credit to its counterparties, in accordance with its credit policies, for each derivative
transaction. The counterparty risk exposure is a function of the type of derivative, the term to maturity of the transaction and the volatility of the risk factors that affect the derivatives market value.

Under Chilean GAAP, the Bank accounts for forward contracts between foreign currencies and U.S. dollars at fair value with realized and unrealized gains and losses on these instruments recognized
in other income. Forward contracts between the U.S. dollar and the Chilean peso or the UF are valued at the closing spot exchange rate of each balance sheet date, with the initial discount or premium being amortized over the life of the contract in
accordance with Chilean hedge accounting criteria.

As described in Note 1, under Chilean GAAP the Bank records differences between interest income and interest expense on interest rate swap transactions, in net income in the period when cash
settlements under the agreements are made. The fair value of the swap agreement and changes in the fair value as a result of changes in market interest rates are not recognized at each period-close in the Chilean GAAP consolidated financial
statements.

Beginning January 1, 2001, the Bank adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No.138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB Statement No. 133" (collectively SFAS 133), which establishes comprehensive accounting and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and hedging activities. The standard requires that all derivative instruments be recorded in the balance sheet at fair value. However, the accounting for changes in fair value of the derivative instrument
depends on the purpose for which the derivative instrument was entered into and whether the derivative instrument qualifies as a hedge. The standards also require formal documentation of hedging relationships and effectiveness testing when hedge
accounting is to be applied. If the derivative instrument does not qualify as a hedge, changes in fair value are reported in earnings when they occur. If the derivative instrument qualifies as a hedge, the accounting treatment varies based on the
type of risk being hedged.

F - 53

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Under U.S. GAAP, the Bank records swap agreements at their estimated fair value and forward contracts between the U.S. dollar and the Chilean peso are valued at their fair value based on the
forward exchange rate. Under the previously applied accounting standard, forward contracts were also recorded at fair value as they were considered operational in nature, and did not qualify for hedge accounting treatment.

Current Chilean accounting rules do not consider the existence of derivative instruments embedded in other contracts and therefore they are not reflected in the financial statements. For U.S.
GAAP purposes, certain implicit or explicit terms included in host contracts that affect some or all of the cash flows or the value of other exchanges required by the contract in a manner similar to a derivative instrument, must be separated from
the host contract and accounted for at fair value. The Bank separately measures embedded derivatives as freestanding derivative instruments at their estimated fair values recognizing changes in earnings when they occur. Currently the only host
contracts that the Bank has, which have implicit or explicit terms that must be separately accounted for at fair value, are service type contract related to computer service agreement and insurance agreements.

The effects of the adjustments with respect to foreign exchange contracts, interest rate and foreign currency swaps agreements on the net income and shareholders equity of the Bank are
included in paragraph (t) below. For the years ended December 31, 2003, 2004 and 2005 the effects of embedded derivatives were not significant.

Under Chilean GAAP, derivative instruments are presented on a net basis in the accounts Other assets and Other liabilities. Under U.S. GAAP, such amounts would be netted
only where a legal right to offset exists. The effect of this reclassification has been included in the presentation of the balance sheets of the Bank prepared in accordance with Article 9 presented in paragraph (v) below.

(n) Recoveries of loans previously charged-off

Under U.S. GAAP, recoveries of loans previously charged-off are reflected as decrease of the provision for loan losses; under Chilean GAAP, until 2003, they were presented as other income.
Beginning in 2004, such recoveries are presented as a reduction of the provision for loan losses. This reclassification has been included in the Article 9 financial statements of the Bank, presented in paragraph (v) below. Certain timing differences
exist in recording of recoveries caused by previous Chilean GAAP - U.S. GAAP accounting differences which have not yet reversed.

(o) Capitalization of interest costs

For Chilean GAAP purposes, the Bank does not capitalize interest costs on the assets that are constructed for its own use.  Under SFAS No. 34, interest costs should be capitalized as they are
considered part of the historical cost of acquiring these assets.  The effect of accounting for capitalization of interest costs in accordance with U.S. GAAP is included in the reconciliation of net income and shareholders equity in paragraph
(t) below.

F - 54

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(p) Mortgage loans purchased

Banco Santander Chile acquired mortgage loans (so called ANAP portfolio) from former savings and loans institutions at a discount. In 1990, based on the then-existing regulations, the discount on
a portion of the loans acquired was recognized as income. Under U.S. GAAP, such discount should be amortized over the life of the related loans. The effect of accounting for mortgage loans purchased in accordance with U.S. GAAP is included in the
reconciliation of net income and shareholders equity in paragraph (t) below.

(q) Acquisition of Financial Assets

The following business combinations took place prior to the merger of Banco Santiago and Banco Santander-Chile which continue to require adjustments between Chilean GAAP and U.S. GAAP in the net
income and shareholders equity reconciliations in (t):

(1) Acquisition of Banco OHiggins

For Chilean GAAP purposes, the merger between the former Banco Santiago and Banco OHiggins that took place during 1997 was accounted for using pooling of interests. The assets
acquired and liabilities assumed were combined at their carrying values on the books of the successor entity and the operations were accounted for as combined from January 1, 1997.

For U.S. GAAP purposes, the former Banco Santiago accounted for the business combination as a purchase of Banco OHiggins. Consequently, goodwill was recorded as the difference between the
purchase price and the fair value of the assets acquired and the liabilities assumed (which, in managements opinion, approximated book value).

The unamortized goodwill associated with this merger on the books of Banco Santiago, for U.S. GAAP purposes, as of the date of the merger with the former Banco Santiago Santander-Chile is
implicity included in the goodwill of Teatinos which had been acquired by BCSH as explained in (a).

(2) Acquisition of Banco Osorno y la Unión

During 1996, the former Banco Santander-Chile merged with Banco Osorno y la Unión (Banco Osorno). The treatment for both Chilean GAAP purposes and U.S. GAAP purposes was
equivalent to the treatment for both U.S. GAAP and Chile GAAP in the Banco OHiggins transaction in (1) with the exception that the acquisition of Banco Osorno was defined as a reverse acquisition. The Chile GAAP treatment was applied as of
January 1, 1996.

(r) Assets received in lieu of payment

As instructed by the Superintendency of Banks, assets received in lieu of payment are carried at cost, less a global valuation allowance if the total of the fair value of those assets is lower
than the carrying amount. If the asset is not sold within one year, then recorded asset amounts should be written-off on a straight-line basis over the following 12-month period (18-month period prior January 1, 2004).

Under U.S. GAAP, assets received in lieu of payment are initially recorded at fair value less any estimated costs to sell at the date of foreclosure, on an individual asset basis. Subsequent to
foreclosure, valuations should be periodically performed to record any impairment. The effect of recording these assets in accordance with U.S. GAAP in the Bank is included in the reconciliation of net income and shareholders' equity in paragraph
(t) below.

F - 55

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(s) Accrued interest and indexation adjustment

Under Chilean GAAP, accrued interest and indexation adjustment are presented with the principle amounts of the investments to which they accrete. Under U.S. GAAP accrued interest and indexation
adjustment would be presented as separate line items in the balance sheet. The amount of this reclassification is not readily determinable.

(t) Summary of net income and shareholders equity differences

The following is a reconciliation of net income under Chilean GAAP to the corresponding amounts under U.S. GAAP:

|                                                                   |  |                        
|------------------------------------------------------------------ |  | -----------------------
|                                                                   |  | Year Ended December 31,
|                                                                   |  |                        
|                                                                   |  | 2003
Total             
|                                                                   |  |                        
|                                                                   |  | MCh$                   
|                                                                   |  |                        
|                                                                   |  |                        
|Net income in accordance with Chilean GAAP                         |  | 219,786                
|                                                                   |  |                        
|Push-down accounting (Note 27 (a))                                 |  |                        
|Amortization of trademarks and other                               |  | (10,672                
|Amortization of fair value increment of net assets                 |  | (3,767                 
|Deferred income taxes (Note 27(c))                                 |  | (438                   
|Investment securities (Note 27(h))                                 |  | (13,870                
|Allowance for loan losses (Note 27(k))                             |  | (20,306                
|Investments in other companies (Note 27(l))                        |  | 46                     
|Derivatives (Note 27(m))                                           |  | 14,054                 
|Recoveries of loans (Note 27(n))                                   |  | 1,754                  
|Capitalization of interest costs (Note 27(o))                      |  | (45                    
|Mortgage loans purchased (Note 27(p))                              |  | 59                     
|Assets received in lieu of payment (Note 27(r))                    |  | 249                    
|Deferred tax effect of U.S. GAAP adjustments                       |  | 2,928                  
|                                                                   |  |                        
|Net income in accordance with U.S. GAAP                            |  | 189,778                
|Other comprehensive income, net of tax:                            |  |                        
|Unrealized gain (losses) on available-for-sale securities (27 (x)) |  | (5,150                 
|                                                                   |  |                        
|Comprehensive income in accordance with U.S. GAAP                  |  | 184,628                
|                                                                   |  |                        

F - 56

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following is a reconciliation of shareholders equity under Chilean GAAP to the corresponding amounts under U.S. GAAP:

|                                                     |  |                
|---------------------------------------------------- |  | ---------------
|                                                     |  | At December 31,
|                                                     |  |                
|                                                     |  | 2004
      MCh$
|                                                     |  |                
|                                                     |  |                
|Shareholders equity in accordance with Chilean GAAP |  | 1,069,103      
|                                                     |  |                
|Push Down Accounting (Note 27(a))                    |  |                
|Goodwill                                             |  | 490,837        
|Fair value of intangibles                            |  | 89,460         
|Fair value increment of net assets                   |  | 12,785         
|Deferred income taxes (Note 27(c))                   |  | (27            
|Mandatory dividends (Note 27(d))                     |  | (61,798        
|Investment securities (Note 27(h))                   |  | 3,314          
|Allowance for loan losses (Note 27(k))               |  | 9,029          
|Investments in other companies (Note 27(l))          |  | 394            
|Derivatives (Note 27(m))                             |  | (8,741         
|Recoveries of loans (Note 27(n))                     |  | (1,275         
|Capitalization of interest costs (Note 27(o))        |  | 3,845          
|Mortgage loans purchased (Note 27(p))                |  | (87            
|Assets received in lieu of payment (Note 27(r))      |  | 8,339          
|Deferred tax effect of U.S. GAAP adjustments         |  | (2,452         
|Acquisition of financial assets (Note 27(q))         |  | 298,942        
|                                                     |  |                
|Shareholders equity in accordance with U.S. GAAP    |  | 1,911,668      
|                                                     |  |                

F - 57

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following summarized the changes in the shareholders equity of the Bank under U.S. GAAP during the years ended December 31, 2003, 2004 and 2005:

|                                                               |  | As of December 31, |  
|-------------------------------------------------------------- |  | ------------------ | -
|                                                               |  |                    |  
|                                                               |  | 2003
Total         |  
|                                                               |  |                    |  
|                                                               |  | MCh$               |  
|Balance at January 1,                                          |  | 1,917,506          |  
|Dividends paid                                                 |  | (166,019           | )
|Mandatory dividends, previous date                             |  | 50,594             |  
|Mandatory dividends, closing date                              |  | (65,935            | )
|Unrealized gains on available-for-sale investments, net of tax |  | (5,150             | )
|Net income in accordance with U.S. GAAP                        |  | 189,778            |  
|                                                               |  |                    |  
|Balance at December 31,                                        |  | 1,920,774          |  
|                                                               |  |                    |  

The following disclosure of net income per share information is not generally required for presentation in the financial statements under Chilean GAAP but is required under U.S. GAAP. Earnings per share are determined by
dividing net income by the weighted average number of total shares outstanding.

|                                                                  |  | Years Ended December 31, | 
|----------------------------------------------------------------- |  | ------------------------ | 
|                                                                  |  | 2003                     | 
|                                                                  |  |                          | 
|Chilean GAAP (1)                                                  |  | Ch$                      | 
|Earnings per share                                                |  | 1.17                     | 
|Weighted average number of total shares outstanding (in millions) |  | 188,446.1                | 
|                                                                  |  |                          | 
|U.S. GAAP (1)                                                     |  |                          | 
|Earnings per share from continuing operations                     |  | 0.92                     | 
|Earnings per share from discontinued operations                   |  | 0.09                     | 
|Net income per share                                              |  | 1.01                     | 
|Weighted average number of total shares outstanding (in millions) |  | 188,446.1                | 

|(1) | Basic earnings per share have been calculated by dividing net income by the weighted average number of common shares outstanding during the year. There are no potentially dilutive effects on the earnings of the Banco
Santiago as it had not issued convertible debt or equity securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

In addition to the adjustments to U.S. GAAP included in paragraph (t), the presentation of the consolidated financial statements differs significantly from the format required by the Securities and Exchange Commission under
rules 210.9 to 210.9 -07 of Regulation S-X (Article 9). The following balance sheets and income statements have been restated in constant Chilean pesos of December 31, 2005 purchasing power using the adjustment factor arising from the CPI, and are
presented in the format prescribed by Article 9 of Regulation S-X.

F - 58

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The principal reclassifications which were made to the primary Chilean GAAP consolidated financial statements in order to present them in the Article 9 format are as follows:

|1. | Elimination of contingent assets and liabilities from the balance sheet.                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Reclassification of fees relating to contingent loans from interest income under Chilean GAAP to non interest income under Article 9.                                                                                                                
|3. | Reclassification of the cash clearing account out of cash and due from banks.                                                                                                                                                                        
|4. | Presentation of forward contracts classified based on the existence of legal right to offset.                                                                                                                                                        
|5. | Presentation in the Income Statements of the results of discontinued operations arising from the sale of the Santiago Express Division in 2004 and in accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of long-Lived Assets.
|6. | Reclassification of repurchase agreements from investments to investments under agreements to repurchase.                                                                                                                                            
|  

F - 59

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following income statements have been prepared in accordance with U.S. GAAP and are presented in accordance with requirements of Article 9, except for the inclusion of price-level restatement permitted under Item 18 of
form 20-F:

|                                                               |  | Years ended December 31, |  
|-------------------------------------------------------------- |  | ------------------------ | -
|                                                               |  |                          |  
|                                                               |  | 2003                     |  
|                                                               |  |                          |  
|                                                               |  | MCh$                     |  
|Interest income                                                |  |                          |  
|Interest and fees on loans                                     |  | 688,005                  |  
|Interest on investments                                        |  | (64,588                  | )
|Interest on mortgage finance bonds                             |  | 6,287                    |  
|Interest on deposits with banks                                |  | 1,252                    |  
|Interest on investments under agreement to resell              |  | 5,267                    |  
|                                                               |  |                          |  
|Total interest income                                          |  | 636,223                  |  
|                                                               |  |                          |  
|Interest expense                                               |  |                          |  
|Interest on deposits                                           |  | (131,634                 | )
|Interest on investments under agreement to repurchase          |  | (79                      | )
|Interest on short-term debt                                    |  | (19,053                  | )
|Interest on long-term debt                                     |  | (177,482                 | )
|Interest on other borrowed funds                               |  | -                        |  
|Price level restatement (1)                                    |  | (8,179                   | )
|                                                               |  |                          |  
|Total interest expense                                         |  | (336,427                 | )
|                                                               |  |                          |  
|Net interest income                                            |  | 299,796                  |  
|                                                               |  |                          |  
|Provision for loan losses                                      |  | (91,093                  | )
|                                                               |  |                          |  
|Net interest income after provision for loan losses            |  | 208,703                  |  
|                                                               |  |                          |  
|Other income                                                   |  |                          |  
|Fees and commissions, net                                      |  | 80,878                   |  
|Gain on trading activities                                     |  | 29,296                   |  
|Net gains (losses) on foreign exchange activities              |  | 161,403                  |  
|Other                                                          |  | 24,829                   |  
|                                                               |  |                          |  
|Total other income                                             |  | 296,406                  |  
|                                                               |  |                          |  
|Other expenses                                                 |  |                          |  
|Salaries                                                       |  | (131,339                 | )
|Net premises and equipment expenses                            |  | (34,321                  | )
|Administration expenses                                        |  | (94,549                  | )
|Other expenses                                                 |  | (31,089                  | )
|Minority interest                                              |  | (170                     | )
|                                                               |  |                          |  
|Total other expenses                                           |  | (291,468                 | )
|                                                               |  |                          |  
|Income from continuing operations before income taxes          |  | 213,641                  |  
|Income taxes from continuing operations                        |  | (40,588                  | )
|                                                               |  |                          |  
|Income from continuing operations                              |  | 173,053                  |  
|                                                               |  |                          |  
|Discontinued operations:                                       |  |                          |  
|Gain from discontinued operations of Santiago Express Division |  | 20,029                   |  
|Gain on disposal of Santiago Express Division                  |  | -                        |  
|Income tax expense                                             |  | (3,304                   | )
|                                                               |  |                          |  
|Income from discontinued operations                            |  | 16,725                   |  
|                                                               |  |                          |  
|Net income                                                     |  | 189,778                  |  
|Other comprehensive income                                     |  | (5,150                   | )
|Comprehensive income                                           |  | 184,628                  |  
|                                                               |  |                          |  

|(1) | The price-level adjustment includes the effect of inflation primarily resulting from interest-earning assets and interest-bearing liabilities. As the Bank does not record the price-level adjustment for separate categories
of assets and liabilities, such adjustment is presented as a component of interest expense.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

F - 60

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following balance sheets as of December 31, 2004 and 2005 have been prepared in accordance with U.S. GAAP, except for the inclusion of price-level restatement permitted under item 18 of Form 20-F, and are presented in
accordance with the requirements of Article 9.

|                                               |  | As of December 31, |  
|---------------------------------------------- |  | ------------------ | -
|                                               |  |                    |  
|                                               |  | 2004               |  
|                                               |  |                    |  
|                                               |  | MCh$               |  
|ASSETS                                         |  |                    |  
|Cash and due from banks                        |  | 355,477            |  
|Interest bearing deposits                      |  | 236,895            |  
|Investments under agreements to resell         |  | 24,516             |  
|Investments:                                   |  |                    |  
|Trading Investments                            |  | 1,413,715          |  
|Available-for-sale investments                 |  | 574,799            |  
|                                               |  |                    |  
|Sub-total                                      |  | 2,605,402          |  
|                                               |  |                    |  
|Loans                                          |  | 8,176,916          |  
|Unearned income                                |  | (110,511           | )
|Allowance for loan losses                      |  | (170,530           | )
|                                               |  |                    |  
|Loans, net                                     |  | 7,895,875          |  
|Premises and equipment, net                    |  | 246,506            |  
|Goodwill, net                                  |  | 789,779            |  
|Intangibles, net                               |  | 89,460             |  
|Other assets                                   |  | 629,742            |  
|                                               |  |                    |  
|Total Assets                                   |  | 12,256,764         |  
|                                               |  |                    |  
|                                               |  |                    |  
|LIABILITIES AND SHAREHOLDERS EQUITY           |  |                    |  
|Deposits:                                      |  |                    |  
|Non interest bearing                           |  | 1,920,212          |  
|Interest bearing                               |  | 4,631,098          |  
|                                               |  |                    |  
|Total deposits                                 |  | 6,551,310          |  
|Short-term borrowings                          |  | 960,405            |  
|Investments sold under agreement to repurchase |  | 448,464            |  
|Other liabilities                              |  | 513,219            |  
|Long-term debt                                 |  | 1,870,374          |  
|                                               |  |                    |  
|Sub-total                                      |  | 3,792,462          |  
|Minority interest                              |  | 1,324              |  
|Common stock                                   |  | 746,037            |  
|Other shareholders equity                     |  | 1,165,631          |  
|                                               |  |                    |  
|Total Liabilities and Shareholders Equity     |  | 12,256,764         |  
|                                               |  |                    |  

F - 61

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Total assets set forth in the basic Chilean GAAP balance sheets are reconciled to total assets in the Article 9 balance sheets above as follows:

|                                                   |  | As of December 31, |  
|-------------------------------------------------- |  | ------------------ | -
|                                                   |  |                    |  
|                                                   |  | 2004               |  
|                                                   |  |                    |  
|                                                   |  | MCh$               |  
|Total assets of the Bank under Chilean GAAP        |  | 12,507,481         |  
|Elimination of off-setting assets and liabilities: |  |                    |  
|Cash clearing account                              |  | (441,992           | )
|Contingent loans                                   |  | (902,317           | )
|Reclassification of forward contracts              |  | 178,676            |  
|U.S. GAAP adjustments (1)                          |  | 914,916            |  
|                                                   |  |                    |  
|Total assets under Article 9 presentation          |  | 12,256,764         |  
|                                                   |  |                    |  

|(1) | These assets represent those which differ in recorded cost from Chile GAAP or are non-existent in Chile GAAP.
|--- | -------------------------------------------------------------------------------------------------------------
|   

Under US GAAP, changes in other assets and liabilities such as other receivables, prepaid assets and accruals for salaries and vacations should be presented as cash flows from operating activities. Under Chilean GAAP, these
are presented as cash flows from investing activities. Additionally, the non-cash movements related to assets received in lieu of payments are not reported as supplemental information under Chilean GAAP, as usually required under US GAAP. This
reclassification and the disclosure of non-cash activity are included in the consolidated statements of cash flows below.

The consolidated statements of cash flows have been prepared in accordance with Chilean GAAP, and are presented in accordance with the requirements of Article 9, except for the inclusion of price-level restatement permitted
under item 18 of Form 20-F.

F - 62

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(w) Income taxes

The reconciliation of the provision for income taxes charged to income under Chilean GAAP to the corresponding amounts under U.S. GAAP is as follows:

|                                             |  | Years Ended December 31, |  
|-------------------------------------------- |  | ------------------------ | -
|                                             |  |                          |  
|                                             |  | 2003                     |  
|                                             |  |                          |  
|                                             |  | MCh$                     |  
|Charge for the period under Chilean GAAP     |  | 46,382                   |  
|U.S. GAAP Adjustments:                       |  |                          |  
|Deferred
tax effect of applying SFAS No. 109 |  | 438                      |  
|Deferred tax effect of U.S. GAAP adjustments |  | (2,928                   | )
|                                             |  |                          |  
|Charge for the period under U.S. GAAP        |  | 43,892                   |  
|                                             |  |                          |  

Deferred tax assets and liabilities for the Bank under U.S. GAAP are summarized as follows:

|                                   |  | As of December 31, | 
|---------------------------------- |  | ------------------ | 
|                                   |  |                    | 
|Temporary differences              |  | 2004               | 
|                                   |  |                    | 
|                                   |  | MCh$               | 
|Allowance for loan losses          |  | 20,812             | 
|Accrued interest                   |  | 2,650              | 
|Future contracts                   |  | 1,318              | 
|Other provisions                   |  | 7,295              | 
|Foreign exchange                   |  | 409                | 
|Bank premises and equipment        |  | 9,620              | 
|Assets received in lieu of payment |  | 1,377              | 
|Miscellaneous                      |  | 3,874              | 
|                                   |  |                    | 
|                                   |  |                    | 
|Total deferred tax assets          |  | 47,355             | 
|                                   |  |                    | 
|                                   |  |                    | 
|Accelerated depreciation           |  | 1,375              | 
|Valuation of investments           |  | 165                | 
|Prepaid expenses                   |  | 1,613              | 
|Miscellaneous                      |  | 476                | 
|                                   |  |                    | 
|Total deferred tax liabilities     |  | 3,629              | 
|                                   |  |                    | 
|Net deferred tax assets            |  | 43,726             | 
|                                   |  |                    | 

The Bank has not recorded a valuation allowance against any of its deferred tax assets as it believes that it is more likely than not that it will recover their value.

F - 63

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The U.S. GAAP provision for income taxes differs from the amount of income tax provision determined by applying the Chilean statutory income tax rate to U.S. GAAP pretax income as a result of the following differences:

|                                             |  | 2003   |   | 2004   |   | 2005   |  
|-------------------------------------------- |  | ------ | - | ------ | - | ------ | -
|                                             |  | MCh$   |   | MCh$   |   | MCh$   |  
|                                             |  |        |   |        |   |        |  
|Chilean taxes due at the statutory rate      |  | 38,555 |   | 43,604 |   | 47,000 |  
|Increase (decrease) in rates resulting from: |  |        |   |        |   |        |  
|Non-taxable income                           |  | (399   | ) | (94    | ) | (5,885 | )
|Non-deductible expenses                      |  | 3,354  |   | 4,392  |   | 7,104  |  
|Amortization of intangibles                  |  | 2,382  |   | 2,461  |   | 2,207  |  
|                                             |  |        |   |        |   |        |  
|At effective tax rate                        |  | 43,892 |   | 50,363 |   | 50,426 |  
|                                             |  |        |   |        |   |        |  

The Chilean statutory first category (corporate) income tax rate was 16.5% for 2003 and 17% for 2004 and 2005.

The Bank presents accumulated other comprehensive income and its components with the objective of reporting a measure of all changes in shareholders equity that result from transactions and other economic events of
the period other than transactions with owners (comprehensive income). Comprehensive income is the total net income and other non-owner equity transactions that result in changes in net equity. The following represents accumulated other
comprehensive income of the Bank, net of deferred taxes as of December 31, 2003, 2004 and 2005:

|                                                                   |  | Year ended December 31, 2005 |  
|------------------------------------------------------------------ |  | ---------------------------- | -
|                                                                   |  |                              |  
|                                                                   |  | Before-tax
amount            |  
|                                                                   |  |                              |  
|                                                                   |  | MCh$                         |  
|Beginning balance                                                  |  | 6,353                        |  
|Price-level restatement (1)                                        |  | (214                         | )
|Unrealized gains on securities available for sale:                 |  |                              |  
|Unrealized gains arising during the period                         |  | (32,465                      | )
|Less: reclassification adjustment for gains included in net income |  | 4,953                        |  
|                                                                   |  |                              |  
|Net unrealized gains                                               |  | (27,512                      | )
|                                                                   |  |                              |  
|Ending balance                                                     |  | (21,373                      | )
|                                                                   |  |                              |  
|                                                                   |  |                              |  
|                                                                   |  |                              |  
|                                                                   |  | Year ended December 31, 2004 |  
|                                                                   |  |                              |  
|                                                                   |  | Before-tax
          amount  |  
|                                                                   |  |                              |  
|                                                                   |  | MCh$                         |  
|Beginning balance                                                  |  | 5,707                        |  
|Price-level restatement (1)                                        |  | (138                         | )
|Unrealized gains on securities available for sale:                 |  |                              |  
|Unrealized gains arising during the period                         |  | (20,567                      | )
|Less: reclassification adjustment for gains included in net income |  | 21,351                       |  
|                                                                   |  |                              |  
|Net unrealized gains                                               |  | 784                          |  
|                                                                   |  |                              |  
|Ending balance                                                     |  | 6,353                        |  
|                                                                   |  |                              |  

F - 64

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

|                                                                   |  | Year ended December
                    31, 2003 |  
|------------------------------------------------------------------ |  | ------------------------------------------------ | -
|                                                                   |  |                                                  |  
|                                                                   |  | Before-tax
          amount                      |  
|                                                                   |  |                                                  |  
|                                                                   |  | MCh$                                             |  
|Beginning balance                                                  |  | 12,027                                           |  
|Price-level restatement (1)                                        |  | (114                                             | )
|Unrealized gains on securities available for sale:                 |  |                                                  |  
|Unrealized gains arising during the period                         |  | (11,822                                          | )
|Less: reclassification adjustment for gains included in net income |  | 5,616                                            |  
|                                                                   |  |                                                  |  
|Net unrealized gains                                               |  | (6,206                                           | )
|                                                                   |  |                                                  |  
|Ending balance                                                     |  | 5,707                                            |  
|                                                                   |  |                                                  |  

|(1) | Reflects the effect of inflation on the accumulated other comprehensive income at the beginning of each period, adjusted to constant pesos of December 31, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

The following disclosure of segment information is not required for presentation in the financial statements under Chilean GAAP, however in accordance with SFAS No. 131 Disclosures about Segments of an Enterprise and
Related Information the Bank discloses the following segment information based on the management approach. The Banks internal organization is structured on the basis of the client segments the Bank serves. We provide a full range of
financial services to corporate and individual customers. We divide clients in this segment into the following segments:

- Lower-middle to middle-income (Santander Banefe), consisting of individuals with monthly income between Ch$120,000 (US$233) and Ch$400,000 (US$ 778),
which are served through our Banefe branch network. This segment accounts for 4.8% of our loans as of December 31, 2005. This segment offers customers a range of products, including
consumer loans, credit cards, auto loans, residential mortgage loans, debit card accounts, savings products, mutual funds and insurance brokerage.
- Middle- and upper-income, consisting of individuals with a monthly income greater than Ch$400,000 (US$778). This segment accounts for 36.6% of our
loans as of December 31, 2005 and offers customers a range of products, including consumer loans, credit cards, auto loans, commercial loans, foreign trade financing, residential
mortgage loans, checking accounts, savings products, mutual funds and insurance brokerage.
- Small and mid-sized businesses,consisting of small companies with annual sales less than Ch$1,200 million (US$2.3 million). As of December 31, 2005,
small companies represented approximately 14.4% of our total loans outstanding. This segment offers customers a range of products, including commercial loans, leasing, factoring,
foreign trade, credit cards, mortgage loans, checking accounts, savings products, mutual funds and insurance brokerage.

F - 65

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

- Institutional lending, consisting mainly of institutional corporations such as universities, government agencies, municipalities and regional
governments. As of December 31, 2005, these clients represented 1.9% of our total loans outstanding and offer customers a range of products, including commercial loans, leasing,
factoring, foreign trade, credit cards, mortgage loans, checking accounts, cash management, savings products, mutual funds and insurance brokerage.
- Mid-sized companies,consisting of companies with annual sales over Ch$1,200 million (US$2.3 million) and up to Ch$3,500 million (US$6.8 million).
This segment offers customers a wide range of products, including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, cash
management, treasury services, financial advisory, savings products, mutual funds and insurance brokerage. As of December 31, 2005, these clients represented 7.9% of our total loans outstanding.
- Real estate.This segment also includes all companies in the real estate sector. As of December 31, 2005, these clients represented 4.9% of our total
loans outstanding. To clients in the real estate sector we offer a part from traditional banking services, specialized services for financing primarily residential projects in order
to push the sale of residential mortgage loans.
- Large companies, consisting of companies with annual sales over Ch$3,500 million (US$6.8 million). This segment offers customers a wide range of
products, including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, cash management, treasury services, financial advisory,
savings products, mutual funds and insurance brokerage. As of December 31, 2005, these clients represented 9.8% of our total loans outstanding.
- Wholesale banking, consisting of companies that are foreign multinationals or part of a large Chilean economic group with sale over Ch$3,500 million
(US$6.8 million). As of December 31, 2005, these clients represented 17.5% of our total loans outstanding. This segment offers customers a wide range of products, including commercial
loans, leasing, factoring, foreign trade, mortgage loans, checking accounts, cash management, treasury services, financial advisory, savings products, mutual funds and insurance
brokerage.
- Treasury Division, provides sophisticated financial products mainly to companies in the Global banking and the Middle market segments. This includes
products such as short-term financing and funding, securities brokerage, interest rate and foreign currency derivatives, securitization services and other tailor made financial
products. The Treasury division also manages the Banks trading positions as well as the non-trading investment portfolio.

The accounting policies of the segments are the same as those described in the summary of significant accounting principles, and are customized to meet the needs of management of the Bank. The Bank derives a majority of its
revenues from interest income and the chief operating decision maker relies primarily on net interest revenue to assess the performance of the segments and make decisions about resources to be allocated to the segments. No balance sheet segment
information is prepared or distributed. In 2005 the Bank refined its segments and revised its 2004 segment information to conform to the newly defined segments. For the year ended December 31, 2003, it was not practicable for the Bank to present its
segment information as redefined.

F - 66

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The table below sets forth our lines of business and certain statistical information relating to each of them as of December 31, 2005 and 2004.

|                      |  | For the year ended December
           31, 2005    | 
|--------------------- |  | -------------------------------------------------- | 
|                      |  |                                                    | 
|Segment               |  | Loans                                              | 
|                      |  |                                                    | 
|                      |  | (millions of constant Ch$ as of December 31, 2005) | 
|                      |  |                                                    | 
|Santander Banefe      |  | 491,424                                            | 
|Middle-upper income   |  | 3,715,575                                          | 
|Santiago Leasing      |  | 494                                                | 
|                      |  |                                                    | 
|Total Individuals     |  | 4,207,493                                          | 
|Small businesses      |  | 1,462,521                                          | 
|                      |  |                                                    | 
|Total Retail          |  | 5,670,014                                          | 
|                      |  |                                                    | 
|Institutional lending |  | 193,190                                            | 
|                      |  |                                                    | 
|Mid-sized companies   |  | 805,091                                            | 
|Real estate           |  | 499,422                                            | 
|Large companies       |  | 994,439                                            | 
|Santiago Leasing      |  | 2,371                                              | 
|                      |  |                                                    | 
|Total Middle Market   |  | 2,301,323                                          | 
|                      |  |                                                    | 
|Wholesale banking     |  | 1,777,361                                          | 
|                      |  |                                                    | 
|Treasury (4)          |  | -                                                  | 
|                      |  |                                                    | 
|Others (5)            |  | 202,385                                            | 
|                      |  |                                                    | 
|Total                 |  | 10,144,273                                         | 
|                      |  |                                                    | 

|Other operating income (6) |  | (15,198  | )
|-------------------------- |  | -------- | -
|Other income and expenses  |  | (21,468  | )
|Operating expenses         |  | (279,053 | )
|Net loss from price-level  |  |          |  
|restatement                |  | (18,140  | )
|                           |  |          |  
|Net income before income   |  |          |  
|taxes                      |  | 289,538  |  
|                           |  |          |  

|(1) | Includes net interest revenue and foreign exchange transactions, net.          
|--- | -------------------------------------------------------------------------------
|(2) | Includes allowances for loan losses, charge-offs and loan loss recoveries.     
|(3) | Equal to net interest revenue plus fee income minus allowances for loan losses.
|(4) | Includes Santander S.A. Agente de Valores.                                     
|(5) | Includes contribution of other Bank subsidiaries and other non-segmented items.
|(6) | Excludes foreign exchange transaction, net.                                    
|   

F - 67

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

|                           |  | For
 the year ended December 31, 2004                    | 
|-------------------------- |  | -------------------------------------------------------- | 
|                           |  |                                                          | 
|Segment                    |  | Loans                                                    | 
|                           |  |                                                          | 
|                           |  | (millions of constant Ch$ as of December 31,
      2005) | 
|Santander Banefe           |  | 410,999                                                  | 
|Middle-upper income        |  | 3,084,502                                                | 
|Santiago Leasing           |  | 2,024                                                    | 
|                           |  |                                                          | 
|Total Individuals          |  | 3,497,525                                                | 
|Small businesses           |  | 1,151,928                                                | 
|                           |  |                                                          | 
|Total Retail               |  | 4,649,453                                                | 
|                           |  |                                                          | 
|Institutional lending      |  | 160,380                                                  | 
|                           |  |                                                          | 
|Mid-sized companies        |  | 696,777                                                  | 
|Real estate                |  | 465,803                                                  | 
|Large companies            |  | 897,913                                                  | 
|Santiago Leasing           |  | 9,713                                                    | 
|                           |  |                                                          | 
|Total Middle Market        |  | 2,070,206                                                | 
|                           |  |                                                          | 
|Wholesale banking          |  | 1,915,824                                                | 
|                           |  |                                                          | 
|Treasury(4)                |  | -                                                        | 
|                           |  |                                                          | 
|Others(5)                  |  | 135,808                                                  | 
|                           |  |                                                          | 
|Total                      |  | 8,931,671                                                | 
|                           |  |                                                          | 
|                           |  |                                                          | 
|Other operating income (6) |  |                                                          | 
|Other income and           |  |                                                          | 
|expenses                   |  |                                                          | 
|Operating expenses         |  |                                                          | 
|Net loss from price-level  |  |                                                          | 
|restatement                |  |                                                          | 
|                           |  |                                                          | 
|Net income before income   |  |                                                          | 
|taxes                      |  |                                                          | 
|                           |  |                                                          | 

|(1) | Includes net interest revenue and foreign exchange transactions, net.          
|--- | -------------------------------------------------------------------------------
|(2) | Includes allowances for loan losses, charge-offs and loan loss recoveries.     
|(3) | Equal to net interest revenue plus fee income minus allowances for loan losses.
|(4) | Includes Santander S.A. Agente de Valores.                                     
|(5) | Includes contribution of other Bank subsidiaries and other non-segmented items.
|(6) | Excludes foreign exchange transaction, net.                                    

F - 68

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The table below sets forth segment disclosure under the previous definitions as of December 31, 2004 and 2003:

|                  |  | For the year ended December 31, 2004 | 
|----------------- |  | ------------------------------------ | 
|                  |  |                                      | 
|Segment           |  | Net Interest
Revenue(1)              | 
|                  |  |                                      | 
|Retail Banking    |  | 345,078                              | 
|Wholesale Banking |  | 52,593                               | 
|Others(4)         |  | 95,533                               | 
|                  |  |                                      | 
|Total             |  | 493,204                              | 
|                  |  |                                      | 

|(1) | Includes foreign exchange transactions.                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------
|(2) | Includes allowances for loan losses, charge-offs and loan loss recoveries.                                        
|(3) | Equal to net interest revenue plus fee income and expenses from services, net; less net allowance for loan losses.
|(4) | Includes contribution of Bank subsidiaries and other non-segmented items.                                         
|    |                                                                                                                   

|                  |  | For the year ended
          December 31, 2003 | 
|----------------- |  | ---------------------------------------------- | 
|                  |  |                                                | 
|Segment           |  | Net Interest
    Revenue(1)                    | 
|                  |  |                                                | 
|Retail Banking    |  | 331,685                                        | 
|Wholesale Banking |  | 61,339                                         | 
|Others(4)         |  | 89,760                                         | 
|                  |  |                                                | 
|Total             |  | 482,784                                        | 
|                  |  |                                                | 

|(1) | Includes foreign exchange transactions.                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------
|(2) | Includes allowances for loan losses, charge-offs and loan loss recoveries.                                        
|(3) | Equal to net interest revenue plus fee income and expenses from services, net; less net allowance for loan losses.
|(4) | Includes contribution of Bank subsidiaries and other non-segmented items.                                         
|   

The estimated fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. For those
financial instruments with no quoted market prices available, fair values have been estimated using present values or other valuation techniques. These techniques are inherently subjective and are significantly affected by the assumptions used,
including the discounts rates, estimates of future cash flows and prepayment assumptions. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in
immediate settlement of the instruments.

In addition, the estimated fair values presented below do not attempt to estimate the value of the Banks revenue generating businesses and anticipated future business activities, and therefore do not represent the
Banks value as a going concern.

F - 69

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following notes summarize the major methods and assumptions used in estimating the fair values of financial instruments:

- Cash and due from banks

The book value of cash and due from banks approximates its estimated fair value due to the short-term nature of these instruments.

- Spot foreign exchange transactions

The book value of spot foreign exchange transactions approximates its estimated fair value due to the short-term nature of these instruments.

- Financial investments and investments under agreements to repurchase

The estimated fair value of these financial instruments was determined using either quoted market prices or dealer quotes where available, or quoted market prices of financial instruments with similar characteristics.
Investments maturing in less than one year are valued at book value because they are, due to their relatively short period to maturity, considered to have a fair value which is not materially different from their book value.

- Loans

For variable-rate loans that reprice frequently and have no significant change in credit risk, estimated fair values are based on book values. The estimated fair-values for certain mortgage loans, credit card loans, and
other consumer loans are based on quoted market prices of similar loans, adjusted for differences in loan characteristics.  Fair values of commercial loans are estimated using discounted cash flow analyses, using interest rates currently being
offered for loans with similar terms to borrowers of similar credit quality. Fair values for non-accruing loans are estimated using discounted cash flow analyses arising from the liquidation of the underlying collateral values, where applicable (or
other expected sources of payments), at an estimated discount rate.

- Deposits

The fair value disclosed for non-interest bearing deposits and savings accounts is the amount payable at the reporting date and, as a result, is equal to the carrying amount. Fair value for time deposits is estimated using
a discounted cash flow calculation that applies interest rates currently offered to a schedule of aggregated expected monthly maturities on time deposits. The value of long-term relationships with depositors is not taken into account in estimating
the fair values disclosed.

- Chilean Central Bank borrowings, Mortgage finance bonds and Other borrowings

The fair value of these financial instruments is estimated using discounted cash flow analyses based on the Banks current incremental borrowing rates for similar types of borrowing arrangements with similar remaining
maturities.

F - 70

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

- Derivative instruments

The estimated fair value of foreign exchange forward contracts was determined using quoted market prices of financial instruments with similar characteristics.

The fair value of interest rate swaps represents the estimated amount the Bank would expect to receive or pay to terminate the contracts or agreements, taking into account current interest rates.

As no quoted market prices are available for the interest rate swap, cross currency swap and forward exchange rate instruments held by the Bank, such estimates have been estimated using modeling and other valuation
techniques.

|The estimated fair values of financial instruments
are as follows: |  |                    |  |                     |  |                 |  |                    
|------------------------------------------------------------------ |  | ------------------ |  | ------------------- |  | --------------- |  | -------------------
|                                                                   |  | As of December 31,
|                                                                   |  |                    |  |                    
|                                                                   |  | 2004               |  | 2005               
|                                                                   |  |                    |  |                     |  |                
|                                                                   |  | Carryingamount     |  | Estimatedfair
value |  | Carrying
amount |  | Estimated fairvalue
|                                                                   |  |                    |  |                     |  |                 |  |                    
|                                                                   |  | MCh$               |  | MCh$                |  | MCh$            |  | MCh$               
|ASSETS                                                             |  |                    |  |                     |  |                 |  |                    
|Cash and due from banks                                            |  | 355,477            |  | 355,477             |  | 869,466         |  | 869,466            
|Interest bearing deposits                                          |  | 236,895            |  | 236,895             |  | 296,128         |  | 296,128            
|Investment under agreements to resell                              |  | 24,516             |  | 24,516              |  | 23,120          |  | 23,120             
|Financial investments                                              |  | 1,988,514          |  | 1,988,514           |  | 1,144,359       |  | 1,144,359          
|Loans, net (1)                                                     |  | 7,895,875          |  | 8,484,661           |  | 9,102,976       |  | 9,829,131          
|Derivatives instruments                                            |  |                    |  |                     |  | 38,035          |  | 36,156             
|LIABILITIES                                                        |  |                    |  |                     |  |                 |  |                    
|Deposits                                                           |  | 6,551,310          |  | 6,663,322           |  | 7,932,418       |  | 8,205,781          
|Investments under agreements to                                    |  |                    |  |                     |  |                 |  |                    
|repurchase                                                         |  | 448,464            |  | 448,464             |  | 49,779          |  | 49,779             
|Short and long-term debt                                           |  | 2,830,779          |  | 2,733,562           |  | 2,793,323       |  | 2,456,301          
|Derivative financial instruments                                   |  | 62,612             |  | 71,353              |  |                 |  |                    

|(1) | The amounts of loans in the above table excludes contingent
loans since they represent undisbursed amounts under undrawn letters of credit
and other credit guarantees granted by the Bank.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 71

---



BANCO SANTANDER CHILE


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The bank leases certain premises, which are accounted for as operating leases. The amounts payable under the terms of the leases, which are no reflected on the consolidated balance sheets, are shown in the following table
and reflect future rental expenses in constant Chilean pesos as of December 31, 2005:

|                                     | As of December 31,
|------------------------------------ | ------------------
|                                     | 2005              
|                                     |                   
|                                     | MCh$              
|Due within 1 year                    | 5,307             
|Due after 1 year but within 2 years  | 4,667             
|Due after 2 years but within 3 years | 3,856             
|Due after 3 years but within 4 years | 2,590             
|Due after 4 years but within 5 years | 1,180             
|Due after 5 years                    | 376               
|                                     |                   
|Total                                | 17,976            
|                                     |                   

The rental expense on premises for the Bank was MCh$ 7,630, MCh$ 9,917and MCh$ 9,994 for the years ended December 31, 2003, 2004 and 2005, respectively.

Contingent liabilities consist of open and unused letters of credit, together with guarantees granted by the Bank in Chilean pesos, UF and foreign currencies (principally U.S. dollars). The liability represents the
Banks obligations under such agreements. The Banks rights under these agreements are recognized as assets on the Banks balance sheets under the caption Contingent loans (see Note 5).

|                           |  | Year ended
December
31, 2005
Book value |  | As of
December
31, 2005
Contract amount
|-------------------------- |  | --------------------------------------- |  | ---------------------------------------
|                           |  |                                         |  |                                        
|                           |  | MCh$                                    |  | MCh$                                   
|Standby letters of credits |  | 96                                      |  | 111,179                                
|Foreign office guarantees  |  | 1,497                                   |  | 507,797                                
|Performance bond           |  | 337                                     |  | 227,259                                
|                           |  |                                         |  |                                        
|Total                      |  | 1,930                                   |  | 846,235                                
|                           |  |                                         |  |                                        

F - 72

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The expiration of guarantees per period is as follows:

|                           |  | As of December 31, 2005
|-------------------------- |  | -----------------------
|                           |  | Due within
1 year      
|                           |  | MCh$                   
|Standby letters of credits |  | 85,717                 
|Foreign office guarantees  |  | 481,449                
|Performance bonds          |  | 223,939                
|                           |  |                        
|Total                      |  | 791,105                
|                           |  |                        

- On September 30, 2004, the FASB voted unanimously to delay the effective date of EITF 03-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain
Investments. The delay applies to both debt and equity securities and specifically applies to impairments caused by interest rate and sector spreads. In addition, the provisions
of EITF 03-1 that have been delayed relate to the requirements that a company declare its intent to hold the security to recovery and designate a recovery period in order to avoid
recognizing an other-than-temporary impairment charge through earnings.On November 3, 2005, the FASB issued FASB Staff Position (FSP) FAS 115-1, The Meaning of Other- Than-Temporary Impairment and Its Application to Certain Investments. This FSP,
which is effective for reporting periods beginning after December 15, 2005, replaces the impairment evaluation guidance (paragraphs 10-18) of EITF issue No.03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments, with references to existing other-than-temporary (OTT) impairment guidance. The FSP also clarifies that an
investor should recognize an impairment loss no later than when the impairment is deemed other than temporary, even if a decision to sell has not been made. The adoption of this FSP
will not have a material effect on the Bank ́s consolidated financial position, results of operations or cash flows.
- In December, 2004, the FASB issued Statement on Financial Accounting Standard (SFAS) No. 153, Exchanges of Non-Monetary Assets. This Statement addresses the
measurement of exchanges of non monetary assets. It eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets in paragraph 21(b) of
APB Opinion No.29, Accounting for Non-monetary Transactions, and replaces it with an exception for exchanges that do not have commercial substance. This Statement specifies that a non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The
Bank does not believe that this pronouncement will have a material effect on its results of operations, cash flows, or financial position.

F - 73

---



BANCO SANTANDER CHILE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

- In May, 2005, the FASB issued SFAS No. 154, Accounting
Changes and Error Corrections.Accounting
Principles Board Opinion 20 previously required that most voluntary changes in
accounting principle be recognized by including in net
income of the period of the change the  cumulative effect of changing
to the new accounting principle. This Statement requires retrospective application
to prior periods' financial statements of changes
in accounting  principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change. When it is
impracticable to determine the period-specific
 effects of an accounting change on one or more individual prior periods presented,
 this Statement requires that the new accounting principle be applied to the
 balances of assets and
liabilities as of the beginning of the earliest period for which retrospective
 application is practicable and that a corresponding
 adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement
 of financial position) for that period rather
 than being reported in an income statement. When it is impracticable to determine
 the  cumulative effect of applying a change
 in accounting principle to all prior periods, this Statement requires that the new
 accounting principle be applied as if it were adopted  prospectively from the
 earliest date practicable.The Bank does not believe this pronouncement will have a material effect on its results of operations, cash flows, or financial position.

* * * * * *


F - 74

---



|EXHIBIT INDEX
|-------------
|             
|Exhibit      
|Number       
|             
|1A.1         
|             
|1A.2         
|             
|1B.1         
|             
|1B.2         
|             
|2A.1         
|             
|2A.2         
|             

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|2A.3 |  | Copy of the Central Bank Chapter XXVI Regulations Related to the Acquisition ofShares in Chilean Corporations and the Issuance of Instrument on Foreign Stock Exchanges or under Other Terms and Conditions of Issue (accompanied by an English translation) (incorporated by reference to Old Santander-Chiles Annual Report for the fiscal year ended December 31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2B.1 |  | Agreement for the Issuance of Bonds dated November 26, 1996 between Old Santander-Chile and Banco Security (accompanied by an English translation) (incorporated by reference to Old Santander-Chiles Annual Report for the fiscal year ended December 31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2B.2 |  | Indenture
              dated December 9, 2004 between Santander-Chile and Deutsche Bank
              Trust Company
              Americas, as trustee, providing for issuance of securities in series
              (filed herewith).                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2B.3 |  | Indenture
              dated March 16, 2001, as amended on May 30, 2003, October 22, 2004,
              May 3, 2005, and September 20, 2005 between Santander-Chile
              and Banco de Chile, as trustee, relating to issuance of UF14
              million senior notes (copy to be furnished upon request).                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4A.1 |  | Automatic Teller Machines Participation Agreement dated October 1, 1988 between Banco Espanol-Chile (predecessor to Old Santander-Chile) and REDBANC (accompanied by an English translation) (incorporated by reference to Old Santander-Chiles Annual Report for the fiscal year ended December 31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4A.2 |  | Outsourcing
              agreement between Banco Santiago and IBM de Chile S.A.C. dated
              June30,
              2000 (including English summary) (incorporated by reference to
              Banco Santiagos Annual
              Report on Form 20-F for the fiscal year ended December 31, 2000
              (File No. 1-4554)
              filed with the Commission on December 31, 2000).                            
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4A.3 |  | Systems and Technology Service and Consulting Agreement between Santander-Chile and Altec dated December 30, 2003 (English translation) (incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended December 31, 2003 (File No. 1-14554) filed with the Commission on December 31, 2004).                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4A.4 |  | Purchase-Sale
              Contract between Santander-Chile and Empresas Almacenes París
              dated December 6, 2004 (English translation)
              (filed herewith).                                                                                                                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7.1  |  | Statement explaining Calculation of Ratios (incorporated by reference to Old Santander-Chiles Annual Report on Form 20-F for the fiscal year ended December 31, 2000 (File No. 1-13448) filed with the Commission on June 28, 2001).                                                                                                                                                                                                     
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.1  |  | List of Subsidiaries (incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (File No. 1-4554) filed with the Commission on June 30, 2005).                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.1 |  | Code of Conduct for Executive Personnel of Banco Santander-Chile and Subsidiaries (incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (File No. 1-4554) filed with the Commission on June 30, 2005).                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.2 |  | Code
              of Conduct for all Grupo Santander Personnel (incorporated by reference
              to our Annual
              Report on Form 20-F for the fiscal year ended December 31, 2004
              (File No. 1-4554) filed with the Commission on June 30, 2005).                                                                                                                                                         
|     |  | .                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12.1 |  | Section 302 Certification by the Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.2 |  | Section 302 Certification by the Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.1 |  | Section
        906 Certification.                                                                                                                                                                                                                                                                                                                                                                                                        

We will furnish to the Securities and Exchange Commission, upon request, copies of any unfiled instruments that define the rights of holders of long-term debt of
Banco Santander-Chile.

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