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Employment Terms and Conditions
for the Position of
President of Santander Financial Services
  1.
    
    Terms and Conditions
 1.1.
    
    The President shall dedicate all his efforts and the necessary time toward the
attainment of the goals as established by Santander Financial Services and will perform the
duties inherent to the position. These duties may change as dictated by the person to whom
the President reports to, in accordance with Santander Financial Services operational and
business needs. The President must meet said objectives and goals or be subject to
progressive disciplinary actions related to the efficiency and performance of his work.1.2.
    
    The President agrees to fully comply with Santander Financial Services and Santander
Financial Services norms, procedures and policies. The President understands that
noncompliance with the norms, procedures and policies of Santander Financial Services and
Santander Financial Services, are considered just cause for the termination of this
Agreement.1.3.
    
    Santander Financial Services trusts the veracity of the information provided by the
President in his Employment Application and other documents provided and he can be
terminated at any given time if the information is proven to be false or incomplete.1.4.
    
    Santander Financial Services reserves the right to modify the responsibilities, terms
and conditions of employment here defined, as the company needs dictate. These changes will
be notified in writing to the President in order for him to meet the new requirements.
 2.
    
    Compensation and Benefits
 2.1.
    
    Effective as of the date of this Contract Santander Financial Services will compensate
the President with an annual salary of $300,000.00. He will also participate in the
Variable Compensation Program, established for the position, conditioned to the attainment
of the objectives and goals established and he is an active employee at the moment of the
accreditation.2.2.
    
    Corporate Membership will be paid to the Bankers Club and Río Mar Country Club.2.3.
    
    The concession of a Corporate Credit Card subject to the existing policy.2.4.
    
    A company car will be provided subject to Santander Financial Services policies.2.5.
    
    In addition to the compensation and benefits mentioned the President shall be eligible
to the same benefits established for the employees of Santander Financial Services subject
to the requirements of each one.2.6.
    
    The payments mentioned under the section Compensation and Benefits are subject to the
legal deduction requirements under the federal and local applicable laws.
 3.
    
    Business Secrets
 3.1.
    
    During the time of employment the President will have access to confidential documents;
client lists information, feasible clients, marketing strategies, and other related
policies and material which constitute confidential information for Santander Financial
Services and its business. Confidential information related to Santander Financial Services
is property of the Corporation. The President can not disclose directly or indirectly said
information, unless so required by business needs, as required by a
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Employment Terms and Conditions
for the Position of
President of Santander Financial Services
 court or competent authority, in which case he must first notify the Board of Directors of
Santander Financial Services.3.2.
    
    If the President resigns or terminates employment he is required to observe absolute
protection of confidential and privileged business information, including restraining from
disclosing or using the same for personal benefit, his new employer or third persons.3.3.
    
    This information includes but is not limited to; business secrets, information property
of Santander Financial Services, affiliates and corporate company (Santander BanCorp),
confidential issues, operational methodologies, list of current and potential clients,
business contacts, bank products, strategies, tactics, business plans, data bases,
development of computer programs, financial information, status reports, account balances,
gain margins, stock options, economic studies, marketing studies, marketing strategies and
others of similar nature.3.4.
    
    If the President violates one of the dispositions stated above, of non disclosure or
use of confidential information, Santander Financial Services, will have the right to
request an injunction (permanent or preliminary) so that the Presidents stops and desists
from such practice and refrain from incurring in said conduct. Given this situation
Santander Financial Services can invoke as a remedy, contract violation as well as
reimbursement of torts.
 4.
    
    Termination
 4.1.
    
    The President will be subject to the local and federal regulations that govern employee
termination in Puerto Rico.4.2.
    
    In accordance with Law 80 of May 30, 1976, as amended, employees who do not meet the
objectives and goals, non compliance with quotas, inefficiency or any other violation
included in Santander Financial Services Business and Work Conduct Manual will be subject
to the disciplinary measures set forth in the same. Upon just cause for the termination of
this contract, the President will only receive his salary as of the date of the termination
and his vacation balance.4.3.
    
    The parties agree that this contract may be terminated by either one. On the part of
Santander Financial Services it may terminate this contract without cause. In this case, it
will exclusively pay the amount established by Law 80 of May 30, 1976, as amended, or the
amount of one (1) year salary whichever is greater. The parties understand and agree that
this amount will be considered as a total indemnification compensation which will release
Santander Financial Services from all claims or cause of action.4.4.
    
    Just cause will be deemed upon non compliance by the Presidents with the terms and
conditions of this contract, including but not limited to, that the President does not
diligently and efficiently comply with the norms, policies, directives and objectives of
Santander Financial Services; negligent actions, violation of the law, dishonesty;
incompetence; violation of fiduciary responsibilities; undisciplined; reasons of similar
severity or nature; or any other reason or circumstance contained within the concept of
just cause, as defined by Law 80 of May 30, 1976, as amended; or when the determination
responds to an ruling from a federal or competent local authority.
 
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Employment Terms and Conditions
for the Position of
President of Santander Financial Services
 4.5.
    
    Th employee may terminate this contract by verbal and written notification to the Board
of Directors of Santander Financial Services, with at least 30 days in anticipation to his
last day of work as established in the written notification.
 5.
    
    Applicable Law
 5.1.
    
    The present contract is governed by the laws of the Puerto Rico Commonwealth.
 6.
    
    Separation
 6.1.
    
    In the event that any part, condition or disposition of this contract, will declared
null or inefficient in law by any competent court, said determination will not effect the
validity of the other dispositions of this contract, which will remain in full effect. In
the same manner the parties agree to the modification, altering, revision or interpretation
of any part of this contract tainted with nullity so as to the elimination of said part by
a competent court.
 7.
    
    Acceptance
 7.1.
    
    The parties agree that the present contract contains all the agreements between them
and proceed to sign it freely and voluntarily.
 Given in San Juan, Puerto Rico in March 1, 2006.
 /S/:Jose R. González, Chief Executive Officer
    
    /S/:Bartolomé VélezSantander Financial Services, Inc./S/:Ivonna J. PachecoHuman Resources Director
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