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               (a) A lump sum of nine hundred thousand dollars ($900,000.00 USD) of which three hundred fiftythousand dollars ($350,000.00 USD) will be paid by Banco Santander and five hundred fifty thousanddollars ($550,000.00 USD) will be paid by Santander Overseas, for services rendered by García toBanco Santander, S.A. and its affiliates (“Grupo Santander”).                    García acknowledges that the amounts referenced in paragraph 1 will be reported to the PuertoRico Treasury Department and/or to the Internal Revenue Services (“IRS”), as applicable, as taxableincome for 2008. The parties hereby agree that if any tax liability arises, or if any of theparties incur in interests or penalties imposed by any competent authority for the payment ofincome taxes over the monies or benefits payable under this Agreement, pursuant to any law, Garcíawill be solely responsible for said payment and hereby exonerates Santander Puerto Rico and GrupoSantander, and releases it from any responsibility (“hold harmless”) for the taxes, interests,surcharges and/or penalties imposed on any of the amounts paid by that Santander Puerto Rico andGrupo Santander as a result of this Agreement.               (b) Banco Santander will pay the premiums to maintain García and his dependents under theHealth Insurance Plan of Banco Santander until June 30, 2009, or until García obtains coverageunder another health insurance plan, whichever occurs first, under the terms and condition of thesame. Payment of the insurance premiums of the Health Insurance Plan of Banco Santander for thefirst six (6) of the eighteen (18) months of the Plan of Banco Santander period of continuedcoverage provided by the Consolidated Omnibus Reconciliation Act (COBRA), equals to three thousandseven hundred and four dollars with fifty eight cents ($3,734.58 USD).
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               (c) For purposes of García’s participation of in the I06 Plan (el “I06 Plan”) of BancoSantander, S.A., the parties hereby agree that García will maintain his right to exercise, on orbefore to January 15, 2009, 40,000 options to acquire American Depository Shares (“ADS”) of BancoSantander, S.A. granted under the I06 Plan, pursuant the provisions in the American DepositoryShares Stock Purchase Agreement for Executives dated in December 17, 2007, between Banco Santanderand García.               (d) For purposes of García’s participation in the Equity Incentive Plan Linked to thePerformances of Banco Santander, S.A. (“the Equity Incentive Plan”), the parties hereby agree thatGarcía will maintain his right to acquire ADSs of Banco Santander, S.A. corresponding to the Firstand Second Cycles of the Equity Incentive Plan, notwithstanding of García’s resignation, and thathe will maintain his right to receive ADS in accordance to the provisions of the Regulationspromulgated under the Equity Incentive Plan.               In consideration with the payments and transfers referenced in Section 1, and the resignationof his employment, García and his spouse and the conjugal legal partnership constituted betweenthem hereby agree:               That García, his spouse and the conjugal legal partnership, their family, heirs, executors,assigns*,*agents, dependents, friends or relatives, do not have any, and if they had any, they waiveany claim of any kind, and any remedies, arising under any federal, state or Puerto Rico law,including those related to or that may be alleged to have arise from the employment relationshipwith Santander Puerto Rico or Grupo Santander, or his resignation, and they expressly waive releaseof any claim or cause of action that they have or may have or might have had, known or unknown, inlaw or equity, in contract or tortuous claim against Santander Puerto Rico, Grupo Santander and itsparent corporations, subsidiaries, sister companies,
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affiliates, or predecessors (hereinafter “the Corporations”) the 1165(e) Savings Plan ofGrupo Santander (the “Plan”), as well as the Fiduciaries, Administrators and members of theRetirement Committee; and their respective directors, officers, employees, agents, representatives,insurers, guarantors or sureties (hereinafter “their Representatives”). The claims or causes ofaction to which García, his spouse and the conjugal legal partnership constituted between them,waive and hereby agree to a release include, but are not limited to, the following: forretaliation; for breach of contract or quasi-contract or promise or representation; for violationof public policy; for damages; for violation and/or invasion of privacy and intimacy rights; forlibel and defamation; for a violation of any regulation, norm, guideline, or policy of SantanderPuerto Rico or of Grupo Santander; unjustified dismissal (Law No. 80 of May 30, 1976); ordismissal or discriminatory treatment prohibited under the Constitution of Puerto Rico or of theUnited States, or by any other law of Puerto Rico, federal, Spain or the European Union, includingby reason of race, color, age, national origin, sex, disability, Vietnam War Veteran, marriage andothers including, but not limited to, the Civil Rights Act of 1964, and the Civil Rights Act of1991, the Civil Rights Act of 1866, Law No. 100 of June 30, 1959, the Americans with DisabilitiesAct (ADA), Rehabilitation Act of 1973, Law No. 44 of July 12, 1985 (Act of Discrimination AgainstPeople with Mental and Physical Disabilities), Uniform Services Employment and Reemployment Act(USERRA); Act No. 69 of July 6, 1985 (Sex-based Discrimination based on Sex); Act No. 17 of May 22,1988 (Sexual Harassment); Act No. 116 of December 20, of 1991 (Marriage Discrimination); Act No.139 June 26, 1968 (SINOT); Act No. 45 of April 12, 1935 (State Insurance Fund Act); WorkersAdjustment and Retraining Notification Act (WARN); Federal Bankruptcy Act; Act No. 115 of theDecember 20, 1991 (Retaliation); the Puerto Rico Insurance Code; the Puerto Rico Civil Code; thePuerto Rico Internal Revenue Code and the Family and
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Medical Leave Act of 1993, as amended and any other cause of action under any law that willprovide García, his spouse and the conjugal legal partnership constituted between them, any remedy,including but not limited to, punitive damages, liquidated or compensatory damages, attorney’sfees, interests, expenses and reemployment. They will also waive claims under any otherfederal or Puerto Rico law or regulation relating to employment, terms and conditions of employmentor intellectual property rights; or any other law that could impose civil liability.               The aforestated releases and waivers include any damages that occur after the execution ofthis agreement as a result of the continuing effect of any act or omission occurring prior to theexecution of this document.          2. The waivers of rights and claims, made by García and his spouse in this document do notinclude those causes of action that may arise on their behalf after its execution, including butnot limited to, causes of action for breach this Agreement and under the terms of the I06 Plan andthe Equity Incentive Plan.          3. García acknowledges that, due to the confidential nature of his position in SantanderPuerto Rico and Grupo Santander and due to his functions and duties; he was privy to data, matters,strategies and plans and methodology of Santander Puerto Rico, Grupo Santander and the Corporationsat the highest level, as well as important developments and other non-public confidentialinformation of Santander Puerto Rico, Grupo Santander and the Corporations. Accordingly, Garcíaagrees to not disclose to any party whatsoever and not to use this information to its own benefitor for the benefit of any third parties.          4. The parties agree that they have entered into this Agreement freely and voluntarily andwithout any coercion or intimidation whatsoever and that this is the entire
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agreement between them and there has not been made any representation, other than those statedherein.          5. García acknowledges that he has been adequately compensated by Santander Puerto Rico, GrupoSantander and the Corporations under their norms, policies, practices and regulations, under theemployment agreement executed on December 29, 2006 (referred to herein as the “EmploymentAgreement”) and any applicable law; and that nothing is owed to him for salaries, bonuses,vacations, sick leave, or any other reason including, but not limited to, any other kind of plan orincentive, including but, not limited to, executives plans, sharing plans, savings plans, stocks orstock option plans, and that all amounts owed to him by Santander Puerto Rico, Grupo Santander andthe Corporations has been satisfied in their entirety, with the exception of the participations andthe amounts payable under Section 1(c) and (d) of this Agreement and benefits acquired under thePlan. In addition, García agrees that Santander Puerto Rico, Grupo Santander and the Corporationsdo not owe him any amount for salaries, overtime, vacations and/or any other concept under thefederal and local laws of wages, including the Employment Retirement Income Security Act (ERISA)and the Consolidated Omnibus Reconciliation Act (COBRA), since as of the date of the execution ofthis Agreement all the such amounts have been satisfied in their entirety.          6. The parties agree that nothing in this document nor the payments referenced in Section 1shall be deemed an admission by Santander Puerto Rico, Grupo Santander or the Corporations, thePlan or its Representatives of any illegal or discriminatory act.          7. García acknowledges and declares that he has not suffered any damages from Santander PuertoRico, Grupo Santander or the Corporations, the Plan or its Representatives for any reason,including, but not limited to, the employment relationship with
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García, the termination of the same as a result of his resignation for the reasons describedabove and any other event, act or omission occurred during his employment and that his spouse,family members, heirs, executors, assigns*,*agents, dependents, friends or relatives have notsuffered any damages caused by Banco Santander, Grupo Santander or the Corporations, the Plan orits Representatives, for any reason including, but not limited to, the employment relationship withGarcía, the termination of the same as a result of his resignation for the reasons described aboveand any other incident or event occurred during his employment and he agrees to testify to thiseffect in any forum. García will not bring nor promote, on his own initiative or through a thirdparty, any claim and/or cause of action (whether judicial, administrative or on any forum) againstBanco Santander Puerto Rico, Grupo Santander, the Corporations, the Plan and its Representativesnor will he endorse or promote another person or entity to do so as for causes of action expresslywaived under this Agreement. However, it is hereby clarified that this provision shall not bedeemed as a prohibition to García to cooperate with any investigation of the Equal EmploymentOpportunity Commission (EEOC) or of any other agency or instrumentality charged with theenforcement of labor laws, in the eventuality of any such future investigation; in which caseGarcía agrees to notify Santander immediately. The parties represent that they are not aware of anypast nor present investigation of the EEOC or any other such agency or instrumentality with respectto labor law matters related to the employment of García with Santander.          8. García, his spouse and the conjugal legal partnership constituted between them, covenant tohold harmless and indemnify Santander Puerto Rico, Grupo Santander, the Corporations, the Plan, andthe Representatives for any claim or compliant initiated by any family members, heirs, executors,assigns*,*agents, dependents, friends or relatives, against
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Santander Puerto Rico, Grupo Santander, the Corporations, the Plan or any other of theirRepresentatives, for causes of action and remedies expressly waived under this Agreement. SantanderPuerto Rico, Grupo Santander, the Corporations, the Plan and their Representatives, will select thelegal representation for any such action, and any attorney’s fees and expenses will be paid in fullby García, his spouse and the conjugal legal partnership constituted between them.          9. García agrees to cooperate with Santander Puerto Rico, Grupo Santander, or the Corporationsin connection with any complaint, claim or dispute pending or filed subsequently related to mattersthat are known to him or his responsibility during his employment with Santander Puerto Rico, GrupoSantander, or the Corporations. García also agrees to meet with representatives of Santander PuertoRico, the Grupo Santander, or the Corporations, their attorneys or any other person designated bySantander Puerto Rico, Grupo Santander, or the Corporations at such place and time as may bemutually convenient, with respect to any matter referred to in this section, and furthermore, heagrees to declare the truth before any court, agency of administrative body. García acknowledgesthat he may be privy to certain information which is or may be the subject of, or related, toactual or potential litigation and, therefore, García covenants and agrees to cooperate fully withSantander Puerto Rico, Grupo Santander or the Corporations with respect to any legal or businessmatter of which he had knowledge during his employment with Santander Puerto Rico and for whichcooperation or participation may be required.          10. If García fails to comply any of the covenants, obligations or material waivers under thisAgreement, he shall be obligated to return the sums and benefits received under Section 1, to theextent permitted by law.
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          11. García and his spouse acknowledge that they have had sufficient and reasonable time toreview this Agreement and received legal advice prior to its execution before a Notary Public.García and his spouse declare that they in fact have received legal and accounting advice withrespect to all matters included in this Agreement and their legal financial consequences.          12. Both parties are hereby released from any obligation or liability arising form any clauseor provision of the Employment Agreement, which is hereby resolved and without further effect bymutual agreement and in consideration of the benefits hereby exchanged. In particular, Garcíawaives any compensation or severance payment under said agreement. Notwithstanding the foregoing,García agrees to comply with the provisions of the Employment Contract relating to his agreementnot to render similar services to those performed for Santander Puerto Rico in any other financialinstitution or any other company or entity that competes with Santander Puerto Rico or GrupoSantander within Puerto Rico for a term of six (6) months starting on the date of this Agreement;provided, however, that such agreement will not interfere, nor limit in any way, his functions asPresident and Chairman of the Board of The Government Development Bank for Puerto Rico nor hisduties in such capacity and in the compliance with his duties in such positions.          13. García, further, guarantees and affirms that, he has returned to the possession, custodyand exclusive control of Santander Puerto Rico or Grupo Santander, all property and documents ofSantander Puerto Rico or Grupo Santander; including but not limited to, information, electronicdata and print outs, data, reports, correspondence, memorandums, formulas, budgets, promotionalplans, marketing plans, market information, financial data of any kind, and that he does notmaintain any of this information in his possession, custody or control.
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          14. If any clause or condition of this Agreement is declared void or illegal by anyregulation, law or public policy, all the other provisions of this agreement will continue to be infull force and effect.In San Juan, Puerto Rico on December 31, 2008.By:**SANTANDER BANCORP**