REQUIREMENTS OF THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT(b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALERESTRICTIONS REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONALBUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO (COPIES OF WHICH MAYBE OBTAINED FROM THE BANK).   No. 1 PRINCIPAL AMOUNT: $60,000,000**BANCO SANTANDER PUERTO RICO**7.5% Subordinated Capital Notes due December 2028     BANCO SANTANDER PUERTO RICO, a banking corporation duly organized and existing under the laws ofthe Commonwealth of Puerto Rico (herein called the “Bank,” which term includes any successor Personunder the Note Purchase Agreement hereinafter referred to), for value received, hereby promises topay to Crefisa, Inc. (“Crefisa”), or registered assigns, the principal sum of U.S. Sixty MillionDollars on December 10, 2028 (“Maturity”), and to pay interest thereon from December 10, 2008 orfrom the most recent Interest Payment Date to which interest has been paid or duly provided for,semiannually on the tenth (10th) day of June and the tenth (10th) day ofDecember of each year, commencing June 10, 2009, at the rate of seven and a half percent (7.5%) perannum, until the principal hereof is paid or made available for payment. The interest so payable,and punctually paid or duly provided for, on any Interest Payment Date will, as provided in suchNote Purchase Agreement, be paid to the Person in whose name this Note is registered at the closeof business on the regular record date for such interest, which shall be the tenth(10th) day of the month next preceding the relevant Interest Payment Date (whether ornot a Business Day) (the “Regular Record Date”).     Payment of interest on this Note due on any Interest Payment Date (other than interest on this Notedue to the holder hereof at Maturity) shall be paid by check mailed to the Person entitled theretoat his last address as it appears on the Note Register or, if $10,000,000 aggregate principalamount of Notes are registered in the name of the holder hereof, in immediately available funds bywire transfer to such account as may have been designated by the Person entitled thereto as setforth herein. Payment of the principal of (and premium, if any) and interest on this Note due tothe holder hereof at Maturity shall be paid in immediately available funds upon presentation ofthis Note for surrender at the office or agency of the Bank in San Juan, Puerto Rico.     Any such designation for wire transfer purposes shall be made by filing the appropriate informationwith the Bank at its principal office in San Juan, Puerto Rico, and, unless revoked by writtennotice to the Bank received on or prior to the Regular Record Date immediately preceding theapplicable Interest Payment Date or the fifteenth(15th) calendar day precedingMaturity, shall remain in effect with respect to any further payments with respect to this Notepayable to such holder.
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     Anypayment of principal, premium or interest on this Note due on any day which is not a BusinessDay in San Juan, Puerto Rico, need not be made on such day, but may be made on the next succeedingBusiness Day in San Juan, Puerto Rico, with the same force and effect as if made on the due dateand no interest shall accrue on the amount due on such date for the period from such date until thenext succeeding Business Day. “Business Day”shall mean, as used herein with respect to any particular location, any day, other than Saturdayand Sunday or a day on which commercial banks in San Juan, Puerto Rico are required or authorizedto be closed. The amount of interest, payable on any Interest Payment Date shall be computed on thebasis of a 360-day year of twelve 30-day months.     This Note is one of a duly authorized issue of 7.5% Subordinated Capital Notes due December 2028 ofthe Bank (herein called the “Notes”) issued under a Note Purchase Agreement, dated as of December10, 2008, between the Bank and Crefisa, to which Note Purchase Agreement and any amendments theretoreference is hereby made for a statement of the respective rights, limitations of rights, dutiesand immunities thereunder of the Bank and the holders of the Notes and of the terms upon which theNotes are, and are to be, authenticated and delivered. This Note is issued subject to theprovisions of the Note Purchase Agreement.     The indebtedness evidenced by this Note is, to the extent provided in the Note Purchase Agreement,subordinate and junior in right of payment to prior payment in full of all Senior Debt of the Bank,and this Note is issued subject to the provisions of the Note Purchase Agreement with respectthereto. Each holder of this Note, by accepting the same, agrees that each holder of Senior Debt,whether created or acquired before or after the issuance of the Notes, shall be deemed conclusivelyto have relied on such provisions in acquiring and continuing to hold, or in continuing to hold,such Senior Debt.     Each holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of thesubordination provisions contained herein and in the Note Purchase Agreement by each holder ofSenior Debt of the Bank, whether now outstanding or hereinafter incurred, and waives reliance byeach such holder upon said provisions.     The indebtedness of the Bank evidenced by the Notes, including the principal thereof and interestthereon, shall be unsecured and subordinated and junior in right of payment to all existing andfuture Senior Debt (as defined in the Note Purchase Agreement to include all existing and futureIndebtedness and all other obligations of the Bank to which the Notes are required to besubordinated and junior in right of payment in order to qualify such Notes as supplementary (Tier2) regulatory capital pursuant to the regulations of the Federal Deposit Insurance Corporation (the“FDIC”), whether now outstanding or hereinafter Incurred, and whether or not such obligations arecontingent, and shall include (i) the Bank’s obligations to its depositors, (ii) the Bank’sobligations under banker’s acceptances, letters of credit, commercial paper, repurchase agreementsand any other current obligations characteristic of banking operations incurred by the Bank in thenormal operation of its banking business, (iii) the Bank’s obligations to, and rights acquired by,any Federal Reserve Bank or the FDIC, including but not limited to the Bank’s obligations to, andrights acquired by, the FDIC pursuant to the provisions of 12 U.S.C. §1821, §1823 or §1831o,whether or not such obligations are now outstanding or hereinafter incurred or such rights areacquired in the ordinary course of the Bank’s business and
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(iv) the Bank’s obligations to other general and unsecured creditors (except any other obligationsthat expressly Rank on a parity with the Notes or expressly Rank junior to the Notes).     In the event of any insolvency proceedings, receivership, conservatorship, reorganization,readjustment of debt, marshaling of assets and liabilities or similar proceedings involvingthe Bank or any liquidations or winding-up of the Bank, whether voluntary or involuntary, all suchobligations (except obligations that Rank on a parity with or expressly Rank junior to the Notes)shall be entitled to be paid in full before any payment, whether in cash, property or otherwise,shall be made on account of the principal of or interest on the Notes. In the event of any suchproceeding, after payment in full of all sums owing with respect tosuch prior obligations, theholders of the Notes, together with the holders of any obligations of the Bank raking on a paritywith the Notes, shall be entitled to be paid from the remaining assets of the Bank the unpaidprincipal of and accrued and unpaid interest on the Notes or such other obligations before anypayment or other distribution, whether in cash, property, or otherwise, shall be made on account ofany capital stock or any obligations of the Bank ranking junior to the Notes.     This Note is subject to the provisions of the Banking Law and of the regulations administered bythe Office of the Commissioner of Financial Institutions of Puerto Rico (the “Commissioner”)governing the issuance of capital notes by Puerto Rico banks. Pursuant to the Banking Law and suchregulations, any payment on account of the principal of or interest on the Notes on or beforematurity may be suspended by the Commissioner whenever such payment would reduce the aggregatetotal amount of the capital stock and reserve fund of the Bank, or if such payment, in the judgmentof the Commissioner, would affect the financial solvency of the Bank and endanger the interests ofthe Bank’s depositors and the public in general.     **PAYMENT OF PRINCIPAL OF THE NOTES MAY BE ACCELERATED ONLY IN CASE OF CERTAIN EVENTS INVOLVING THEBANKRUPTCY, INSOLVENCY OR REORGANIZATION OF THE BANK (A “BANKRUPTCY EVENT OF DEFAULT”). THE NOTEPURCHASE AGREEMENT DOES NOTE PROVIDE FOR ANY RIGHT OF ACCELERATION OF THE PAYMENT OF PRINCIPAL OFTHE NOTES UPON A DEFAULT IN THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE NOTES, OR IN THEPERFORMANCE OF ANY COVENANT OR AGREEMENT IN THE NOTES OR IN THE NOTE PURCHASE AGREEMENT OR IN THEEVENT OF ANY OTHER DEFAULT THAT IS NOTE A BANKRUPTCY EVENT OF DEFAULT.**     If the FDIC is appointed as receiver for the Bank, (i) the rights of the holders of the Notes toreceive payments of principal and interest will be subject to the prior rights of holders of SeniorDebt, including but not limited to depositors, and (ii) if the FDIC, in its capacity as receiverfor the Bank, causes the Bank to merge with or into another financial institution or sells orotherwise conveys part or all of the Bank’s assets to another financial institution or arranges forthe assumption of less than all of the Bank’s liabilities by one or more financial institutions,the FDIC will have the right (but will have no obligation) to arrange for the assumption of theNotes by such financial institution(s). If the Notes are so assumed in full and all payments orprovisions for payments have been made in respect to all matured installments of interest andprincipal on the Notes that shall have become due otherwise than by acceleration, then any defaultresulting from the appointment of a receiver will be deemed to be cured or rescinded.
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     The Note Purchase Agreement permits, with certain exceptions as therein provided, theamendment thereof and the modification of the rights and obligations of the Bank and the rights ofthe holders of the Notes under the Note Purchase Agreement at any time by the Bank with theconsent of the holders of not less than a majority in principal amount of the Notes at the timeoutstanding to be affected. The Note Purchase Agreement also contains provisions permitting theholders of specified percentages in principal amount of the Notes at the time outstanding, onbehalf of the holders of all Notes, to waive compliance by the Bank with certain provisions of theNote Purchase Agreement and certain past defaults under the Note Purchase Agreement and theirconsequences. Any such consent or waiver by the holder of this Note shall be conclusive andbinding upon such holder and upon all future holders of this Note and of any Note issued upon theregistration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notationof such consent or waiver is made upon this Note.     No reference herein to the Note Purchase Agreement and no provision of this Note or of theNote Purchase Agreement shall alter or impair the obligation of the Bank, which is absolute andunconditional, to pay the principal of and interest on this Note at the times, place and rate, andin the manner provided in, and subject to the subordination provisions of, the Note PurchaseAgreement; subject to the requirement of prior written consent or approval of the FDIC and/or theCommissioner.     The Bank shall have the right as set forth in the Note Purchase Agreement, subject to anyrequired prior approval from the FDIC and the Commissioner, to redeem this Note at the option ofthe Bank, in whole or in part at any time on or after December 10, 2013 (an “OptionalRedemption”), at the Redemption Price (as defined in the Note Purchase Agreement). Any redemptionpursuant to this paragraph shall be made upon not less than 45 days nor more than 60 days notice.The Redemption Price shall be paid at the time and in the manner provided therefor in the NotePurchase Agreement. If the Notes are only partially redeemed by the Bank pursuant to an OptionalRedemption, the Notes shall be redeemed pro rata or by lot or by any other method determined bythe Bank as described in the Note Purchase Agreement.     In the event of redemption of this Note in part only, a new Note or Notes for the unredeemedportion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.     At least forty-five (45) days but not more than sixty (60) days before the redemption date ofthe Notes, the Bank shall cause a notice of any such redemption, signed by the Bank, to be mailed,first-class, postage prepaid, to all holders of the Notes, but failure to mail any such notice toany holder or any defect in any notice so mailed shall not affect the validity of the proceedingsfor the redemption of the Notes, nor the validity of the proceedings for the redemption of theNotes of any other holders.     As provided in the Note Purchase Agreement and subject to certain limitations therein setforth, the transfer of this Note is registerable in the Note Register, upon surrender of this Notefor registration of transfer at the office or agency of the Bank in any place where the principalof and any premium and interest on this Note are payable, duly endorsed by, or accompanied by awritten instrument of transfer in form satisfactory to the Bank duly executed by, the holderhereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of
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like tenor, of authorized denominations and for the same aggregate principal amount, will beissued to the designated transferee or transferees.     The Notes are issuable only in registered form without coupons in denominations of $5,000,000and integral multiples of $5,000 in excess thereof. As provided in the Note Purchase Agreement andsubject to certain limitations therein set forth, Notes are exchangeable for a like aggregateprincipal amount of Notes and of like tenor of a different authorized denomination, as requested bythe holder surrendering the same.     No service charge shall be made for any such registration of transfer or exchange, but theBank may require payment of a sum sufficient to cover any tax or other governmental charge payablein connection therewith.     Prior to due presentment of this Note for registration of transfer, the Bank and any agent ofthe Bank may treat the Person in whose name this Note is registered as the owner hereof for allpurposes, whether or not this Note be overdue and notwithstanding any notice of ownership orwriting hereon made by anyone other than the Note Registrar, and neither the Bank nor any suchagent shall be affected by notice to the contrary.     No recourse shall be had for the payment of the principal of or the interest on this Note, orfor any claim based hereon, or otherwise in respect hereof, or based on or in respect of the NotePurchase Agreement, against any incorporator, stockholder, officer or director, past, present orfuture, as such, of the Bank or of any predecessor or successor thereto, whether by virtue of anyconstitution, statute or rule of law, or by the enforcement of any assessment or penalty orotherwise, all such liability being, by the acceptance hereof and as part of the consideration forthe issuance hereof, expressly waived and released.     All terms used in this Note which are defined in the Note Purchase Agreement shall have themeanings assigned to them in the Note Purchase Agreement.     This Note shall be governed by and construed in accordance with the laws of the Commonwealthof Puerto Rico.
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     **IN WITNESS WHEREOF, BANCO SANTANDER PUERTO RICO**has caused this instrument to be signed by its dulyauthorized officers.Dated: December 10, 2008         **BANCO SANTANDER PUERTO RICO**           By: /s/ Juan Moreno           Name: Juan Moreno    Title: Chief Executive Officer           By: /s/ Maria Calero           Name: Maria Calero    Title: Senior Executive Vice President 
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